SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             -----------------------


                                    FORM 8-K

                                 CURRENT REPORT

                             -----------------------


                       Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): February 28, 2002


                                  TIFFANY & CO.

             (Exact name of Registrant as specified in its charter)



        Delaware                     1-9494                  13-3228013
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
   of incorporation)                                      Identification Number)


  727 Fifth Avenue, New York, New York                          10022
(Address of principal executive offices)                      (Zip Code)




Registrant's telephone number, including area code:  (212) 755-8000





Item 5.  Other Events.

     On  February  28,  2002,  Registrant  issued the  following  press  release
announcing  its sales and earnings for the fourth  quarter and fiscal year ended
January 31, 2001:


                                  TIFFANY & CO.
                                  NEWS RELEASE

Fifth Avenue & 57th Street                                 Contacts:
New York, N.Y. 10022                                       ---------
                                                           James N. Fernandez
                                                           (212) 230-5315
                                                           Mark L. Aaron
                                                           (212) 230-5301


                TIFFANY REPORTS FOURTH QUARTER AND 2001 RESULTS;
                ------------------------------------------------
               MANAGING THROUGH A CHALLENGING RETAIL ENVIRONMENT
                ------------------------------------------------
                    AND MAINTAINING LONG-TERM STRATEGIC FOCUS
                    -----------------------------------------

NEW YORK,  February  28,  2002 - Tiffany & Co.  (NYSE-TIF)  today  reported  its
results for the fourth  quarter and year ended  January  31,  2002.  Challenging
retail  conditions  in the U.S.  and certain  international  markets have led to
sales  declines in both periods,  but higher gross  margins and expense  control
minimized adverse effects on net earnings.

In the fourth  quarter ended January 31, 2002,  net sales  declined 2 percent to
$565,759,000.  Net earnings  declined 2 percent to $82,745,000,  or 55 cents per
diluted share,  versus 56 cents per diluted share in the prior year. The Company
recorded a pretax impairment charge of $7,800,000 related to its investment in a
third-party Internet retailer. Therefore, excluding the charge, net earnings for
the quarter would have been $87,424,000, or 58 cents per diluted share.

For the year ended January 31, 2002, net sales of $1,606,535,000 were 4 percent
lower than $1,668,056,000 in the prior year. Net earnings declined 9 percent to
$173,587,000, or $1.15 per diluted share, versus $1.26 per diluted share in the
prior year. Both sales and earnings had reached record levels in the prior year.

On a  constant-exchange-rate  basis  which  excludes  the effect of  translating
local-currency-denominated  sales into U.S.  dollars,  Tiffany's  worldwide  net
sales rose 2 percent in the fourth  quarter and rose  fractionally  in the year,
and  worldwide  comparable  store sales  declined 2 percent in the quarter and 4
percent in the year.

Michael J. Kowalski, president and chief executive officer, said, "These results
demonstrate  our ability to  effectively  manage  through a  challenging  retail
environment.  We prudently  managed  expenses and maintained  profitability at a
very respectable level. Of utmost  importance,  we maintained both our long-term
strategic focus and our commitments to exceptional products and service."

Sales results in Tiffany's three channels of distribution were as follows:

o    U.S.  Retail sales declined 1 percent to $289,549,000 in the fourth quarter
     and sales of  $786,792,000 in the year were 6 percent below the prior year.
     Comparable  store  sales  declined 3 percent in the  fourth  quarter  and 8
     percent in the year. From a regional  perspective,  comparable  store sales
     declines in the fourth quarter and the year were as follows: 13 percent and
     15 percent in  Tiffany's  flagship  New York  store and nil  percent  and 6
     percent in U.S.  branch  stores.  Sales  declines  resulted  from a smaller
     average  transaction  size as well as a  reduction  in  traffic,  primarily
     tourist-related, in certain stores following September 11th.

o    International Retail sales of $214,811,000 in the fourth quarter declined 4
     percent  from the prior  year and sales in the year  declined  3 percent to
     $659,028,000.  On a constant-exchange-rate  basis in the fourth quarter and
     year,  International  Retail  sales  increased 5 percent and 7 percent.  By
     major region,  comparable store sales on a constant-exchange-rate  basis in
     the fourth quarter and year declined 1 percent and rose 3 percent in Japan;
     declined 1 percent  and nil  percent  in other  Asia-Pacific  markets;  and
     declined 4 percent and rose 1 percent in Europe.


o    Direct  Marketing  sales  increased 2 percent to  $61,399,000 in the fourth
     quarter   and  3   percent   to   $160,715,000   in  the   year.   Combined
     catalog/Internet  sales  increased  30  percent  and 23  percent  in  those
     periods.  However,  Tiffany's  Business  Sales division  experienced  sales
     declines of 23 percent and 13 percent in the fourth quarter and year.

Mr.  Kowalski  added,  "Tiffany  enjoys the prospect of  considerable  long-term
growth  and our  balance  sheet  gives us the  financial  strength  to make that
happen.  In 2002,  we will  continue  to open new stores in the U.S.,  Japan and
other international markets at the pace we have established.  We will complement
new jewelry  introductions  with the launch of an  exciting  new  collection  of
TIFFANY & CO. watches.  In total, our objective is to further enhance  awareness
among  current and  potential  customers who can  appreciate  the  extraordinary
qualities of Tiffany's product offerings and service."

"Forecasting retail trends is a difficult task in an uncertain environment,  but
our plans are premised upon an improvement in the second half of 2002. We expect
minimal  growth in worldwide net sales in the first half,  which would result in
operating  earnings modestly lower than the prior year. We then expect net sales
and operating  earnings to grow by low-teens and  high-teens  percentages in the
second  half.  For the full year,  this would result in net earnings per diluted
share in a range of $1.20-$1.27  for 2002. By quarter,  net earnings per diluted
share could be in the range of: 16-17 cents in the first quarter  (compared with
20 cents);  22-24 cents in the second quarter  (compared  with 24 cents);  18-20
cents in the third  quarter  (compared  with 16 cents);  and 64-67  cents in the
fourth quarter  (compared with 55 cents). We are now one month into 2002 and, in
terms of early trends, we are seeing comparable store sales patterns in the U.S.
and Japan  similar to what we've  experienced  in the most recent  months,"  Mr.
Kowalski concluded.

The Company will host a conference  call today at 8:30 a.m.  (EST) to review its
fourth quarter results and outlook. Interested parties may listen to a broadcast
on   the    Internet   at    www.shareholder.com/tiffany,    www.vcall.com    or
www.streetevents.com.

Tiffany & Co. is the  internationally  renowned jeweler and specialty  retailer.
Sales are made  primarily  through  company-operated  TIFFANY & CO.  stores  and
boutiques in the Americas,  Asia-Pacific and Europe.  Direct Marketing  includes
Tiffany's  Business  Sales  division,  catalog and  Internet  sales.  Additional
information  can be found on  Tiffany's  Web site,  www.tiffany.com,  and on its
shareholder information line (800) TIF-0110.

This press release  contains  certain  "forward-looking"  statements  concerning
expectations  for sales,  margins and  earnings.  Actual  results  might  differ
materially from those projected in the forward-looking  statements.  Information
concerning  factors that could cause actual results to differ materially are set
forth in  Tiffany's  2000 Annual  Report and in Form 10-K,  10-Q and 8-K Reports
filed with the Securities  and Exchange  Commission.  The Company  undertakes no
obligation  to  update or  revise  any  forward-looking  statements  to  reflect
subsequent events or circumstances.

                                      # # #


                         TIFFANY & CO. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
               (Unaudited, in thousands, except per share amounts)





                                                                      Three months
                                                                     ended January 31,                Years ended January 31,
                                                        -----------------------------------   -------------------------------------
                                                                   2002              2001                2002              2001
                                                            --------------    -------------       --------------    ---------------
                                                                                                     
Net sales                                                $        565,759  $       576,391     $      1,606,535  $       1,668,056

Cost of sales                                                     221,132          235,505              663,058            719,642
                                                            --------------    -------------       --------------    ---------------

Gross profit                                                      344,627          340,886              943,477            948,414

Selling, general and administrative expenses                      195,662          197,014              633,580            621,018
                                                            --------------    -------------       --------------    ---------------

Earnings from operations                                          148,965          143,872              309,897            327,396

Other expenses,  net                                               11,058            2,750               20,585              9,755
                                                            --------------    -------------       --------------    ---------------

Earnings before income taxes                                      137,907          141,122              289,312            317,641

Provision for income taxes                                         55,162           56,448              115,725            127,057
                                                            --------------    -------------       --------------    ---------------

Net earnings                                             $         82,745  $        84,674     $        173,587  $         190,584
                                                            ==============    =============       ==============    ===============


Net earnings per share:

  Basic                                                  $           0.57  $          0.58     $           1.19  $            1.31
                                                            ==============    =============       ==============    ===============

  Diluted                                                $           0.55  $          0.56     $           1.15  $            1.26
                                                            ==============    =============       ==============    ===============


Weighted average number of common shares:

  Basic                                                           144,909          145,898              145,535            145,493
  Diluted                                                         149,688          151,705              150,517            151,816




                         TIFFANY & CO. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Unaudited, in thousands)






                                                            January 31,            January 31,
                                                                   2002                   2001
                                                      ------------------     ------------------
ASSETS
------

Current assets:
                                                                        
Cash and cash equivalents                              $        173,675       $        195,613
Accounts receivable, net                                         98,527                106,988
Inventories, net                                                611,653                651,717
Deferred income taxes                                            41,170                 28,069
Prepaid expenses and other current assets                        29,389                 22,458
                                                           --------------         --------------

Total current assets                                            954,414              1,004,845

Property, plant and equipment, net                              525,585                423,244
Deferred income taxes                                             4,560                  7,282
Other assets, net                                               145,309                132,969
                                                           --------------         --------------

                                                       $      1,629,868       $      1,568,340
                                                           ==============         ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
Short-term borrowings                                  $         40,402       $         28,778
Current portion of long-term debt                                51,500                      0
Obligation under capital lease                                        0                 40,747
Accounts payable and accrued liabilities                        161,782                189,531
Income taxes payable                                             48,997                 42,085
Merchandise and other customer credits                           38,755                 36,057
                                                          --------------         --------------

Total current liabilities                                       341,436                337,198

Long-term debt                                                  179,065                242,157
Postretirement/employment benefit obligations                    29,999                 26,134
Other long-term liabilities                                      42,423                 37,368
Stockholders' equity                                          1,036,945                925,483
                                                          --------------         --------------

                                                       $      1,629,868       $      1,568,340
                                                          ==============         ==============








                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                              TIFFANY & CO.


                                      BY:     /s/ Patrick B. Dorsey
                                              ________________________________
                                              Patrick B. Dorsey
                                              Senior Vice President, Secretary
                                              and General Counsel


Date: February 28, 2002