UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                   FORM 10-Q/A
                                 Amendment No. 1
                                ----------------

(Mark One)

  X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----    EXCHANGE ACT OF 1934


                  For the quarterly period ended October 31, 2006.

                                       OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----    EXCHANGE ACT OF 1934

            For the transition period from ________ to _____________.

                         Commission file number: 1-9494

                                  TIFFANY & CO.
             (Exact name of registrant as specified in its charter)

       Delaware                                               13-3228013
(State of incorporation)                                  (I.R.S. Employer
                                                         Identification No.)


   727 Fifth Ave. New York, NY                                 10022
(Address of principal executive offices)                    (Zip Code)

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

Former name, former address and former fiscal year, if changed since last report
__________ .

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X . No .

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
One).

   Large Accelerated filer X   Accelerated filer ___   Non-Accelerated filer ___


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes . No X .

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the  issuer's  classes of common  stock as of the latest  practicable
date: Common Stock, $.01 par value,  135,347,259 shares outstanding at the close
of business on November 30, 2006.



Explanatory Note
----------------

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended
October  31,  2006  is  being  filed  solely  for  the  purpose  of   correcting
typographical  errors  in the  column  headings  on the  Condensed  Consolidated
Statements of Earnings and Condensed  Consolidated  Statements of  Stockholders'
Equity and Comprehensive Earnings of such report. The Quarterly Report was filed
with the Securities  and Exchange  Commission on December 5, 2006 by Registrant.
Except as described  above,  no other  changes  have been made to the  Quarterly
Report.  This Amendment No. 1 to the Quarterly  Report  continues to speak as of
the date of the Quarterly Report, and Registrant has not updated the disclosures
contained in this Amendment No. 1 to the Quarterly  Report to reflect any events
that occurred at a date  subsequent to the filing of the Quarterly  Report.  The
filing of this Amendment No. 1 to the Quarterly  Report is not a  representation
that any statements  contained in items of the Quarterly  Report other than that
information  being amended hereby are true or complete as of any date subsequent
to the date of the Quarterly Report.






                         TIFFANY & CO. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q
                     FOR THE QUARTER ENDED OCTOBER 31, 2006





                                                                                     
PART I - FINANCIAL INFORMATION                                                            PAGE
                                                                                          ----
Item 1.           Financial Statements

                  Condensed Consolidated Balance Sheets - October 31, 2006,
                     January 31, 2006 and October 31, 2005 (Unaudited)                      3

                  Condensed Consolidated Statements of Earnings - for the
                     three and nine months ended October 31, 2006 and
                     2005 (Unaudited)                                                       4

                  Condensed Consolidated Statements of Stockholders' Equity -
                     for the nine months ended October 31, 2006 and
                     Comprehensive Earnings - for the three and nine months
                     ended October 31, 2006 and 2005 (Unaudited)                            5

                  Condensed Consolidated Statements of Cash Flows - for the
                     nine months ended October 31, 2006 and 2005 (Unaudited)                6

                  Notes to Condensed Consolidated Financial Statements
                     (Unaudited)                                                         7-12


Item 2.           Management's Discussion and Analysis of
                     Financial Condition and Results of Operations                      13-22

Item 3.           Quantitative and Qualitative Disclosures About Market Risk               23


Item 4.           Controls and Procedures                                                  24


PART II - OTHER INFORMATION


Item 1A.          Risk Factors                                                             25

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds              26

Item 6.           Exhibits                                                                 27

                  (a)  Exhibits





                                        2




PART I.  Financial Information
Item 1.  Financial Statements


                         TIFFANY & CO. AND SUBSIDIARIES
                         ------------------------------
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                                   (Unaudited)
                                   -----------
                    (in thousands, except per share amounts)





                                                                            October 31,      January 31,       October 31,
                                                                               2006             2006              2005
                                                                         --------------    --------------    --------------
ASSETS
                                                                                                    
Current assets:
Cash and cash equivalents                                              $        58,185   $       393,609   $       111,586
Accounts receivable, less allowances
   of $7,693, $8,002 and $6,670                                                150,067           142,294           129,454
Inventories, net                                                             1,309,466         1,060,164         1,104,326
Deferred income taxes                                                           78,727            69,576            74,544
Prepaid expenses and other current assets                                       70,977            33,200            73,801
                                                                       ----------------  ----------------  ----------------

Total current assets                                                         1,667,422         1,698,843         1,493,711

Property, plant and equipment, net                                             926,989           866,004           860,712
Deferred income taxes                                                           30,770            29,828               428
Other assets, net                                                              184,838           182,597           145,095
                                                                       ----------------  ----------------  ----------------

                                                                       $     2,810,019   $     2,777,272   $     2,499,946
                                                                       ================  ================  ================
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term borrowings                                                  $       237,447   $        38,942   $        30,365
Current portion of long-term debt                                                6,259             6,186                 -
Accounts payable and accrued liabilities                                       223,377           202,646           182,831
Income taxes payable                                                             9,754            60,364            15,460
Merchandise and other customer credits                                          58,722            56,472            54,238
                                                                       ----------------  ----------------  ----------------

Total current liabilities                                                      535,559           364,610           282,894

Long-term debt                                                                 416,863           426,548           373,606
Postretirement/employment benefit obligations                                   43,323            41,982            41,106
Deferred income taxes                                                            1,072                 -                 -
Other long-term liabilities                                                    126,532           113,219           109,693

Commitments and contingencies

Stockholders' equity:
Preferred Stock, $0.01 par value; authorized 2,000 shares,
   none issued and outstanding                                                       -                 -                 -
Common Stock, $0.01 par value; authorized 240,000 shares,
   issued and outstanding 135,358, 142,509 and 142,120                           1,353             1,425             1,421
Additional paid-in capital                                                     510,527           488,960           464,109
Retained earnings                                                            1,159,044         1,331,321         1,219,946
Accumulated other comprehensive gain, net of tax:
  Foreign currency translation adjustments                                      14,948             5,281             5,183
  Deferred hedging gain                                                            646             3,247             1,828
  Unrealized gain on marketable securities                                         152               679               160
                                                                       ----------------  ----------------  ----------------

Total stockholders' equity                                                   1,686,670         1,830,913         1,692,647
                                                                       ----------------  ----------------  ----------------

                                                                       $     2,810,019   $     2,777,272   $     2,499,946
                                                                       ================  ================  ================



See notes to condensed consolidated financial statements.


                                        3





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






                                                                      Three Months Ended                  Nine Months Ended
                                                                          October 31,                         October 31,
                                                               ---------------------------------   ---------------------------------
                                                                    2006               2005             2006               2005
                                                               --------------     --------------   --------------     --------------
                                                                                                          
Net sales                                                      $     547,786      $     500,105    $   1,661,967      $   1,536,707

Cost of sales                                                        254,311            229,575          750,388            699,272
                                                               --------------     --------------   --------------     --------------

Gross profit                                                         293,475            270,530          911,579            837,435

Selling, general and administrative expenses                         249,419            230,735          720,640            657,261
                                                               --------------     --------------   --------------     --------------

Earnings from operations                                              44,056             39,795          190,939            180,174

Other (income) expenses, net                                          (1,225)             4,289            8,057             12,353
                                                               --------------     --------------   --------------     --------------

Earnings before income taxes                                          45,281             35,506          182,882            167,821

Provision for income taxes                                            16,139             11,717           69,454             53,423
                                                               --------------     --------------   --------------     --------------

Net earnings                                                   $      29,142      $      23,789    $     113,428      $     114,398
                                                               =============      ==============   ==============     ==============

Net earnings per share:

  Basic                                                        $        0.21      $        0.17    $        0.81      $        0.80
                                                               --------------     --------------   --------------     --------------
  Diluted                                                      $        0.21      $        0.16    $        0.80      $        0.79
                                                               --------------     --------------   --------------     --------------

Weighted average number of common shares:

  Basic                                                              136,753            142,280          139,288            143,172
  Diluted                                                            138,872            144,993          141,647            145,472


See notes to condensed consolidated financial statements.



                                       4





                         TIFFANY & CO. AND SUBSIDIARIES
                         ------------------------------
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            ---------------------------------------------------------
                           AND COMPREHENSIVE EARNINGS
                           --------------------------
                                   (Unaudited)
                                   ----------
                                 (in thousands)



                                                                              Accumulated
                                                   Total                            Other                                 Additional
                                           Stockholders'        Retained    Comprehensive           Common Stock             Paid-in
                                                  Equity        Earnings      Gain (Loss)        Shares        Amount        Capital
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Balances, January 31, 2006                 $   1,830,913 $     1,331,321 $         9,207        142,509    $    1,425    $  488,960
Exercise of stock options and vesting
 of restricted stock units                         6,694           -                 -              441             4         6,690
Tax benefit from exercise of stock
 options and vesting of restricted
 stock units                                       3,065           -                 -              -              -          3,065
Share-based compensation expense                  24,662           -                 -              -              -         24,662
Issuance of Common Stock
 under the Employee Profit Sharing
 and Retirement Savings Plan                       4,550           -                 -              121             1         4,549
Purchase and retirement of Common
 Stock                                          (264,115)       (246,639)            -           (7,713)          (77)      (17,399)
Cash dividends on Common Stock                   (39,066)        (39,066)            -              -              -             -
Deferred hedging loss, net of tax                 (2,601)          -              (2,601)           -              -             -
Unrealized gain on marketable
 securities, net of tax                             (527)          -                (527)           -              -             -
Foreign currency translation
 adjustments, net of tax                           9,667           -               9,667            -              -             -
Net earnings                                     113,428         113,428             -              -              -             -
                                           -----------------------------------------------------------------------------------------
Balances, October 31, 2006                 $   1,686,670 $     1,159,044 $        15,746        135,358    $    1,353    $   510,527
                                           =========================================================================================







                                                   Three Months Ended                Nine Months Ended
                                                      October 31,                       October 31,
                                          --------------------------------   --------------------------------
                                                 2006          2005                2006          2005
                                          --------------------------------   --------------------------------
                                                                                 

Net earnings                               $      29,142  $       23,789       $ 113,428      $ 114,398
Other comprehensive gain (loss), net
of tax:
  Deferred hedging gain (loss)                        (9)          1,237          (2,601)         3,946
  Foreign currency translation
    adjustments                                   (1,102)         (4,342)          9,667        (23,862)
  Unrealized (loss) gain on
    marketable securities                           (398)           (169)           (527)            11
                                          -------------------------------    --------------------------------
Comprehensive earnings                     $      27,633  $       20,515       $ 119,967       $ 94,493
                                          ===============================    ================================




See notes to condensed consolidated financial statements.


                                       5




                         TIFFANY & CO. AND SUBSIDIARIES
                         ------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                   (Unaudited)
                                   -----------
                                 (in thousands)




                                                                                                 Nine Months Ended
                                                                                                    October 31,
                                                                                       ---------------------------------------
                                                                                              2006                  2005
                                                                                       ----------------      -----------------
                                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings                                                                         $     113,428         $      114,398
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                                             87,960                 81,720
    Gain on sale of investments                                                               (6,774)                     -
    Excess tax benefits from share-based payment arrangements                                 (2,270)                (3,325)
    Provision for inventories                                                                  6,690                  7,165
    Deferred income taxes                                                                    (10,669)               (33,611)
    Loss on disposal of assets                                                                     -                  4,316
    Provision for postretirement/employment benefits                                           1,341                    886
    Share-based compensation expense                                                          24,300                 19,464
  Changes in assets and liabilities:
    Accounts receivable                                                                        1,429                 (4,491)
    Inventories                                                                             (251,188)               (85,671)
    Prepaid expenses and other current assets                                                (41,734)               (43,398)
    Other assets, net                                                                          5,522                  2,877
    Accounts payable and accrued liabilities                                                  26,147                  6,152
    Income taxes payable                                                                     (48,023)               (95,181)
    Merchandise and other customer credits                                                     2,120                  2,002
    Other long-term liabilities                                                                7,981                 14,390
                                                                                       ----------------      -----------------

  Net cash used in operating activities                                                      (83,740)               (12,307)
                                                                                       ----------------      -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of marketable securities and short-term investments                             (147,268)               (99,715)
  Proceeds from sale of marketable securities and short-term investments                     150,278                238,175
  Capital expenditures                                                                      (143,105)              (121,516)
  Proceeds from sale-leaseback of assets                                                           -                 75,000
  Notes receivable funded                                                                     (9,728)                (8,520)
  Purchases of other investments                                                              (3,089)                (1,416)
  Proceeds from the sale of other investments                                                  4,417                    630
                                                                                       ----------------      -----------------

  Net cash (used in) provided by investing activities                                       (148,495)                82,638
                                                                                       ----------------      -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from (repayments of) short-term borrowings, net                                   198,896                (10,204)
  Fees and expenses related to new short-term borrowings                                         (87)                  (600)
  Repayment of current portion of long-term debt                                             (10,057)                     -
  Repurchase of Common Stock                                                                (264,115)              (114,342)
  Proceeds from exercise of stock options                                                      6,694                 11,951
  Excess tax benefits from share-based payment arrangements                                    2,270                  3,325
  Cash dividends on Common Stock                                                             (39,066)               (31,524)
                                                                                       ----------------      -----------------

  Net cash used in financing activities                                                     (105,465)              (141,394)
                                                                                       ----------------      -----------------

  Effect of exchange rate changes on
  cash and cash equivalents                                                                    2,276                 (5,032)
                                                                                       ----------------      -----------------

  Net decrease in cash and cash equivalents                                                 (335,424)               (76,095)
  Cash and cash equivalents at beginning of year                                             393,609                187,681
                                                                                       ----------------      -----------------

  Cash and cash equivalents at end of nine months                                      $      58,185         $      111,586
                                                                                       ----------------      -----------------


See notes to condensed consolidated financial statements.



                                        6







                         TIFFANY & CO. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.        CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

          The accompanying  condensed  consolidated financial statements include
          the  accounts  of Tiffany & Co. and all  majority-owned  domestic  and
          foreign   subsidiaries   (the   "Company").   Intercompany   accounts,
          transactions  and profits have been eliminated in  consolidation.  The
          interim  statements  are unaudited  and, in the opinion of management,
          include  all   adjustments   (which  include  only  normal   recurring
          adjustments)  necessary  to  present  fairly the  Company's  financial
          position  as of  October  31,  2006 and 2005  and the  results  of its
          operations  and cash  flows for the  interim  periods  presented.  The
          condensed  consolidated  balance  sheet data for  January  31, 2006 is
          derived from the audited financial  statements,  which are included in
          the  Company's  Report on Form 10-K and  should be read in  connection
          with these financial  statements.  In accordance with the rules of the
          Securities and Exchange Commission,  these financial statements do not
          include all  disclosures  required by  generally  accepted  accounting
          principles.

          The Company's business is seasonal,  with a higher proportion of sales
          and earnings  generated in the fourth  quarter of the fiscal year and,
          therefore, the results of its operations for the three and nine months
          ended October 31, 2006 and 2005 are not necessarily  indicative of the
          results of the entire fiscal year.

2.        NEW ACCOUNTING STANDARDS

          In September 2006, the Financial  Accounting  Standards Board ("FASB")
          issued Statement of Financial  Accounting  Standards ("SFAS") No. 158,
          "Employers   Accounting   for  Defined   Benefit   Pension  and  Other
          Postretirement  Plans -- an amendment of FASB  Statements  No. 87, 88,
          106, and 132(R)"  which  requires an employer to fully  recognize  the
          over-funded   or   under-funded   status  of  its  pension  and  other
          postretirement benefit plans as an asset or liability in its financial
          statements.  In  addition,  the Company is required to  recognize as a
          component of other comprehensive income (loss) the actuarial gains and
          losses and the prior  service  costs and credits that arise during the
          period  but  are  not  immediately  recognized  as  components  of net
          periodic  benefit  cost.  SFAS No. 158 is  effective  for fiscal years
          ending after December 15, 2006. The Company  anticipates a $30,000,000
          increase  in  liabilities   and  a  similar   after-tax   decrease  to
          accumulated other  comprehensive  income (a component of stockholders'
          equity) at January 31,  2007.  However,  the impact at adoption may be
          different if assumptions  at the December 31 measurement  date change.
          In addition, the Company is required to change the measurement date of
          plan assets and benefit obligations from December 31 to January 31 for
          the fiscal year ending January 31, 2009.

          In  September  2006,  the  FASB  issued  SFAS  No.  157,  "Fair  Value
          Measurements"  which  establishes a framework for measuring fair value
          of assets and  liabilities  and expands  disclosures  about fair value
          measurements.  The  changes to  current  practice  resulting  from the
          application  of SFAS No. 157 relate to the  definition  of fair value,
          the methods used to measure fair value,  and the expanded  disclosures
          about fair value  measurements.  SFAS No. 157 is effective  for fiscal
          years  beginning  after  November  15, 2007.  Management  is currently
          evaluating the effect that the adoption of this Statement will have on
          the Company's financial position and earnings.


                                       7






2.        NEW ACCOUNTING STANDARDS (continued)

          In July 2006,  the FASB  issued  FASB  Interpretation  ("FIN") No. 48,
          "Accounting  for  Uncertainty in Income Taxes - an  interpretation  of
          FASB Statement No. 109" which clarifies the accounting for uncertainty
          in  income  tax  positions  by   prescribing  a   more-likely-than-not
          recognition threshold for income tax positions taken or expected to be
          taken in a tax  return.  FIN No.  48 is  effective  for  fiscal  years
          beginning  after December 15, 2006 with the  cumulative  effect of the
          change in accounting  principle  recorded as an adjustment to retained
          earnings  at  the  beginning  of the  year.  Management  is  currently
          evaluating the effect that the adoption of FIN No. 48 will have on the
          Company's financial position and earnings.

          In October 2005, the FASB issued Staff Position  ("FSP") No. FAS 13-1,
          "Accounting  for Rental Costs Incurred  during a Construction  Period"
          which  requires that rental costs  associated  with ground or building
          operating  leases incurred during a construction  period be recognized
          as rental expense and included in income from  continuing  operations.
          FSP No. FAS 13-1 is effective for reporting  periods  beginning  after
          December  15,  2005.  The  adoption  of FSP No.  FAS 13-1 in the first
          quarter  of 2006 had no effect on the  Company's  financial  position,
          earnings and cash flows.

          In November 2004, the FASB issued SFAS No. 151,  "Inventory Costs - an
          amendment of ARB No. 43,  Chapter 4." SFAS No. 151 amends the guidance
          in ARB  No.  43,  Chapter  4,  "Inventory  Pricing,"  to  clarify  the
          accounting  for abnormal  amounts of idle facility  expense,  freight,
          handling costs and wasted material (spoilage). This Statement requires
          that those items be recognized as current period charges. In addition,
          SFAS No. 151 requires that allocation of fixed production overheads to
          the  costs  of  conversion  be  based on the  normal  capacity  of the
          production  facilities.  SFAS No. 151 is effective for inventory costs
          incurred  during  fiscal  years  beginning  after June 15,  2005.  The
          adoption of this  Statement in the first quarter of 2006 had no effect
          on the Company's financial position, earnings and cash flows.

3.        INVENTORIES



                                                       October 31,           January 31,           October 31,
          (in thousands)                                      2006                  2006                  2005
          ---------------------------------------------------------------------------------------------------------
                                                                                      
          Finished goods                             $     940,395       $       764,041       $       811,439
          Raw materials                                    308,794               244,400               245,431
          Work-in-process                                   60,277                51,723                47,456
                                                 ---------------------  -------------------   ---------------------
          Inventories, net                           $   1,309,466       $     1,060,164       $     1,104,326
                                                 ---------------------  -------------------   ---------------------


          LIFO-based  inventories  at October  31,  2006,  January  31, 2006 and
          October 31, 2005  represented  69%, 69% and 71% of  inventories,  net,
          with  the  current  cost  exceeding  the  LIFO   inventory   value  by
          $95,535,000, $75,624,000 and $72,405,000 at the end of each period.

4.        INCOME TAXES

          The  effective  income tax rates for the three and nine  months  ended
          October 31, 2006 were 35.6% and 38.0%,  versus  33.0% and 31.8% in the
          three and nine months ended October 31, 2005.  The effective tax rates
          in the three months ended October 31, 2006 and 2005 included favorable
          reserve  adjustments  relating to the expiration of certain  statutory
          periods during the quarter.  The lower  effective tax rate in the nine
          months  ended  October 31, 2005  primarily  reflected  tax benefits of
          $8,100,000 associated with the repatriation provisions of the American
          Jobs Creation Act of 2004.


                                       8





5.        EARNINGS PER SHARE

          Basic  earnings per share is computed as net  earnings  divided by the
          weighted-average  number of common shares  outstanding for the period.
          Diluted earnings per share includes the dilutive effect of the assumed
          exercise of stock options and vesting of restricted stock units.

          The following table  summarizes the  reconciliation  of the numerators
          and  denominators for the basic and diluted earnings per share ("EPS")
          computations:



                                                                 Three Months Ended            Nine Months Ended
                                                                    October 31,                   October 31,
                                                        -------------------------------------------------------------
         (in thousands)                                           2006           2005           2006            2005
         ------------------------------------------------------------------------------------------------------------
                                                                                              
         Net earnings for basic
           and diluted EPS                               $      29,142   $     23,789  $     113,428   $     114,398
                                                        -------------------------------------------------------------

         Weighted average shares for
           basic EPS                                           136,753        142,280        139,288         143,172

         Incremental shares based
           upon the assumed exercise
           of stock options and
           restricted stock units                                2,119          2,713          2,359           2,300
                                                        -------------------------------------------------------------

         Weighted average shares for
           diluted EPS                                         138,872        144,993        141,647         145,472
                                                        -------------------------------------------------------------


          For the three  months  ended  October  31,  2006 and 2005,  there were
          6,099,000  and  4,429,000  stock  options and  restricted  stock units
          excluded  from the  computations  of earnings per diluted share due to
          their antidilutive  effect. For the nine months ended October 31, 2006
          and 2005,  there  were  4,706,000  and  6,188,000  stock  options  and
          restricted  stock units excluded from the computations of earnings per
          diluted share due to their antidilutive effect.

6.        DEBT

          In October  2006,  the Company  exercised  its option to increase  its
          $300,000,000  multi-bank  revolving credit facility by $150,000,000 to
          $450,000,000.  The Company has the option to increase such commitments
          up to  $500,000,000.  The Company had  $237,447,000,  $38,818,000  and
          $28,223,000 outstanding under the multi-bank revolving credit facility
          at  October  31,  2006,   January  31,  2006  and  October  31,  2005,
          respectively.




                                       9




7.        EMPLOYEE BENEFIT PLANS

          The Company maintains several pension and retirement plans, as well as
          provides certain health-care and life insurance benefits.

          Net periodic pension and other postretirement benefit expense included
          the following components:



                                                                           Three Months Ended October 31,
                                                        -------------------------------------------------------------
                                                                                                   Other
                                                                                              Postretirement
                                                                Pension Benefits                  Benefits
                                                        -------------------------------------------------------------
         (in thousands)                                         2006            2005           2006           2005
         ------------------------------------------------------------------------------------------------------------
                                                                                          

         Service cost                                    $     3,923     $     3,165    $        (4)   $       294
         Interest cost                                         3,162           3,160            191            397
         Expected return on plan
          assets                                              (2,886)         (2,501)             -              -
         Amortization of prior
          service cost                                           175             201           (382)          (299)
         Amortization of net loss                                803             971            (75)            68
                                                        ------------------------------------------------------------
         Net expense                                     $     5,177     $     4,996    $      (270)   $       460
                                                        ------------------------------------------------------------







                                                                         Nine Months Ended October 31,
                                                        ------------------------------------------------------------
                                                                                                   Other
                                                                                              Postretirement
                                                                Pension Benefits                  Benefits
                                                        ------------------------------------------------------------
         (in thousands)                                         2006            2005           2006           2005
        ------------------------------------------------------------------------------------------------------------
                                                                                               
        Service cost                                     $    11,603     $     9,527    $       748    $       978
        Interest cost                                         10,166           8,968          1,049          1,239
        Expected return on plan
         assets                                               (8,774)         (7,539)             -              -
        Amortization of prior
         service cost                                            525             603           (968)          (895)
        Amortization of net loss                               3,097           2,155             95            246
                                                        ------------------------------------------------------------
        Net expense                                      $    16,617     $    13,714    $       924    $     1,568
                                                        ------------------------------------------------------------


8.        SEGMENT INFORMATION

          The Company's  reportable  segments are:  U.S.  Retail,  International
          Retail and  Direct  Marketing.  These  reportable  segments  represent
          channels of  distribution  that offer similar  merchandise and service
          and have similar  marketing and distribution  strategies.  The "Other"
          channel of  distribution  includes all  non-reportable  segments which
          consist of worldwide  sales and businesses  operated under  trademarks
          and tradenames other than TIFFANY & CO., as well as wholesale sales of
          diamonds  obtained through the Company's  diamond sourcing program but
          subsequently  deemed not suitable for the Company's needs. In deciding
          how to  allocate  resources  and  assess  performance,  the  Company's
          Executive   Officers   regularly   evaluate  the  performance  of  its
          reportable  segments  on the  basis of net  sales  and  earnings  from
          operations,   after  the  elimination  of   inter-segment   sales  and
          transfers.

          Revisions were made to the prior year's segment  amounts to conform to
          the current  year  presentation  and to reflect the revised  manner in
          which management evaluates the performance of segments. Effective with
          the first quarter of 2006, the Company  allocates LIFO charges between
          its  reportable  segments  based only upon sales of U.S.  and  foreign
          branches which value their inventories using the LIFO method.

                                       10





8.        SEGMENT INFORMATION (continued)

          Certain  information  relating to the Company's  segments is set forth
          below:



                                                    Three Months Ended                    Nine Months Ended
                                                        October 31,                          October 31,
                                            ------------------------------------------------------------------------
                                                                                          
         (in thousands)                                2006               2005              2006                2005
         -----------------------------------------------------------------------------------------------------------
         Net sales:
           U.S. Retail                      $       270,373    $       247,782   $       819,509    $        771,344
           International
             Retail                                 221,681            204,287           659,998             596,707
           Direct Marketing                          30,308             27,308            96,007              86,598
                                            ------------------------------------------------------------------------
           Total reportable
             Segments                               522,362            479,377         1,575,514           1,454,649
           Other                                     25,424             20,728            86,453              82,058
                                            ------------------------------------------------------------------------
                                            $       547,786    $       500,105   $     1,661,967     $     1,536,707
                                            ------------------------------------------------------------------------

         Earnings (losses)
           from operations*:
           U.S. Retail                      $        29,517    $        36,739   $       125,094     $       136,268
           International
              Retail                                 51,054             42,339           159,412             130,756
           Direct Marketing                           4,426              4,733            23,768              22,925
                                           -------------------------------------------------------------------------
           Total reportable
              Segments                               84,997             83,811           308,274             289,949
           Other                                     (7,919)           (10,584)          (18,735)            (15,226)
                                           -------------------------------------------------------------------------
                                            $        77,078    $        73,227   $       289,539     $       274,723
                                           -------------------------------------------------------------------------


          * Represents  earnings  (losses) from  operations  before  unallocated
          corporate expenses and other expenses, net.

          The  following  table sets  forth a  reconciliation  of the  segments'
          earnings from operations to the Company's consolidated earnings before
          income taxes:



                                                   Three Months Ended                    Nine Months Ended
                                                       October 31,                          October 31,
                                           --------------------------------------------------------------------------
                                                                                              
         (in thousands)                               2006               2005              2006               2005
         ------------------------------------------------------------------------------------------------------------
         Earnings from
           operations for
           segments                        $        77,078    $        73,227   $       289,539   $        274,723

         Unallocated
           corporate expenses                      (33,022)           (33,432)          (98,600)           (94,549)

         Other income
           (expenses), net                           1,225             (4,289)           (8,057)           (12,353)
                                           --------------------------------------------------------------------------

         Earnings before
           income taxes                    $        45,281    $        35,506   $       182,882   $        167,821
                                           -------------------------------------------------------------------------




          Unallocated  corporate  expenses  include  certain  costs  related  to
          administrative  support  functions which the Company does not allocate
          to its segments.  Such unallocated costs include those for information
          technology, finance, legal and human resources.


                                       11







9.   SUBSEQUENT EVENT

     On November 16, 2006, the Company's Board of Directors declared a quarterly
     dividend of $0.10 per share. This dividend will be paid on January 10, 2007
     to stockholders of record on December 20, 2006.















                                       12



PART I.  Financial Information
Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations


OVERVIEW
--------

Tiffany  & Co.  is a  holding  company  that  operates  through  its  subsidiary
companies  (the  "Company").  The Company's  principal  subsidiary,  Tiffany and
Company,  is a  jeweler  and  specialty  retailer  whose  principal  merchandise
category is fine jewelry. It also sells timepieces,  sterling silverware, china,
crystal, stationery, fragrances and accessories. Through Tiffany and Company and
other subsidiaries,  the Company is engaged in product design, manufacturing and
retailing activities.

The Company's channels of distribution are as follows:

o    U.S.  Retail  includes  sales in TIFFANY & CO. stores in the U.S. and, to a
     lesser extent, sales of TIFFANY & CO. products through business-to-business
     direct selling operations in the U.S.;
o    International  Retail includes sales in TIFFANY & CO. stores and department
     store   boutiques   outside   the   U.S.   and,   to   a   lesser   extent,
     business-to-business,  Internet  and  wholesale  sales  of  TIFFANY  &  CO.
     products outside the U.S.;
o    Direct  Marketing  includes  Internet  and  catalog  sales of TIFFANY & CO.
     products in the U.S.; and
o    Other includes  worldwide sales of businesses  operated under trademarks or
     tradenames  other  than  TIFFANY  & CO.  ("specialty  retail"),  as well as
     wholesale sales of diamonds obtained through the Company's diamond sourcing
     program but subsequently deemed not suitable for the Company's needs.

All  references to years relate to fiscal years ended or ending on January 31 of
the following calendar year.

HIGHLIGHTS

o    Net sales increased 10% in the three months ("third quarter") ended October
     31, 2006 and 8% in the nine months ("year-to-date") ended October 31, 2006.
     On a  constant-exchange-rate  basis (see Non-GAAP  Measures section below),
     net sales  rose 10% in the third  quarter  and 9% in the  year-to-date  and
     worldwide comparable store sales rose 4% and 5% in those periods.
o    U.S. comparable store sales increased 6% in the third quarter and 3% in the
     year-to-date,     and    Japan    comparable    retail    sales    (on    a
     constant-exchange-rate basis) declined 5% and rose 3% in those periods.
o    Seven retail  locations were opened during the third quarter,  three in the
     U.S. and one each in Japan, China, Korea and Austria.
o    The Company  repurchased  and retired 3.0 million and 7.7 million shares of
     its Common Stock during the three and nine months ended October 31, 2006.
o    Net earnings in the third quarter rose 23%, which included gains associated
     with the sale of investments, as well as favorable tax reserve adjustments.
o    Net  earnings in the  year-to-date  declined  1%,  however,  prior year net
     earnings included tax benefits associated with the repatriation  provisions
     of the American Jobs Creation Act of 2004.


                                       13





NON-GAAP MEASURES
-----------------

The Company's reported sales reflect either a  translation-related  benefit from
strengthening  foreign  currencies  or a  detriment  from a  strengthening  U.S.
dollar.

The Company  reports  information  in accordance  with U.S.  Generally  Accepted
Accounting  Principles  ("GAAP").  Internally,  management  monitors  the  sales
performance of its  international  stores and boutiques on a non-GAAP basis that
eliminates  the  positive or  negative  effects  that  result  from  translating
international   sales  into  U.S.  dollars   ("constant-exchange-rate   basis").
Management believes this constant-exchange-rate measure is a more representative
assessment of the sales  performance of its  international  stores and boutiques
and provides better comparability between reporting periods.

The Company's  management  does not, nor does it suggest that investors  should,
consider such non-GAAP  financial measures in isolation from, or as a substitute
for,  financial  information  prepared  in  accordance  with GAAP.  The  Company
presents such non-GAAP  financial measures in reporting its financial results to
provide  investors with an additional  tool to evaluate the Company's  operating
results.

The following table reconciles net sales percentage  increases  (decreases) from
the GAAP to the non-GAAP basis:




                                Third Quarter 2006 vs. 2005                       Year-to-Date 2006 vs. 2005
                        ---------------------------------------------    ---------------------------------------------
                                                                                             
                                                        Constant-                                         Constant-
                                         Trans-         Exchange-                         Trans-          Exchange-
                            GAAP         lation          Rate                GAAP         lation           Rate
                          Reported       Effect          Basis             Reported       Effect           Basis
                        ----------------------------------------------------------------------------------------------
Net Sales:
----------
Worldwide                    10%             -             10%                8%            (1%)             9%

U.S. Retail                   9%             -              9%                6%             -               6%

International
 Retail                       9%             -              9%               11%            (3%)            14%

Japan Retail                 (8%)           (5%)           (3%)             (1)%            (7%)             6%

Other Asia-
 Pacific                     24%             2%            22%               22%             1%             21%

Europe                       32%             7%            25%               23%             -              23%


Comparable Store Sales:
-----------------------
Worldwide                     4%             -              4%                4%            (1%)             5%

U.S. Retail                   6%             -              6%                3%             -               3%

International
 Retail                       3%            (1%)            4%                6%            (4%)            10%

Japan Retail                 (9%)           (4%)           (5%)              (4%)           (7%)             3%

Other Asia-
 Pacific                     19%             2%            17%               22%             1%             21%

Europe                       27%             6%            21%               20%             -              20%






                                       14



RESULTS OF OPERATIONS
---------------------

Certain operating data as a percentage of net sales were as follows:



                                                   Third Quarter                            Year-to-Date
                                         -----------------------------------    --------------------------------------
                                                   2006               2005                  2006                2005
                                         -----------------------------------------------------------------------------
                                                                                                   
Net sales                                         100.0%             100.0%                100.0%              100.0%
Cost of sales                                      46.4               45.9                  45.2                45.5
                                         -----------------------------------------------------------------------------
Gross profit                                       53.6               54.1                  54.8                54.5
Selling, general and
 administrative expenses                           45.5               46.1                  43.4                42.8
                                         -----------------------------------------------------------------------------
Earnings from operations                            8.1                8.0                  11.4                11.7
Other (income)
 expenses, net                                     (0.2)               0.9                   0.4                 0.8
                                         -----------------------------------------------------------------------------
Earnings before income
 taxes                                              8.3                7.1                  11.0                10.9
Provision for income
 taxes                                              3.0                2.3                   4.2                 3.5
                                         -----------------------------------------------------------------------------
Net earnings                                        5.3%               4.8%                  6.8%                7.4%
                                         -----------------------------------------------------------------------------


Net Sales
---------
Net sales by channel of distribution were as follows:



(in thousands)                                                           Third Quarter
----------------------------------------------------------------------------------------------------------------------
                                                               2006                        2005           Increase
                                            --------------------------------------------------------------------------
                                                                                            
U.S. Retail                                       $         270,373           $         247,782                  9%
International Retail                                        221,681                     204,287                  9%
Direct Marketing                                             30,308                      27,308                 11%
Other                                                        25,424                      20,728                 23%
                                            --------------------------------------------------------------------------
                                                  $         547,786           $         500,105                 10%
                                            --------------------------------------------------------------------------

(in thousands)                                                           Year-to-Date
----------------------------------------------------------------------------------------------------------------------
                                                               2006                        2005           Increase
                                            --------------------------------------------------------------------------
U.S. Retail                                       $         819,509           $         771,344                  6%
International Retail                                        659,998                     596,707                 11%
Direct Marketing                                             96,007                      86,598                 11%
Other                                                        86,453                      82,058                  5%
                                            --------------------------------------------------------------------------
                                                  $       1,661,967           $       1,536,707                  8%
                                            --------------------------------------------------------------------------


A store's sales are included in "comparable store sales" when the store has been
open for more than 12 months.  In all markets except Japan,  sales for relocated
stores are  included  if the  relocation  occurs  within  the same  geographical
market.  In Japan,  sales for a new store or  boutique  are not  included if the
store was relocated  from one  department  store to another or from a department
store to a  free-standing  location.  The results of a store in which the square
footage has been expanded or reduced remain in the comparable  store base in all
markets.

U.S. Retail sales increased 9% in the third quarter and 6% in the  year-to-date.
Comparable  store  sales  increased  6% in  the  third  quarter  (consisting  of
increases of 13% in the New York flagship  store and 4% in branch stores) and 3%
in the year-to-date  (consisting of a 4% increase in the New York flagship store
and a 3% increase in branch  stores).  In each period the increase was due to an
increase in the average transaction size. Management continues to


                                       15





expect a mid-single-digit  percentage increase in full year 2006 U.S. comparable
store sales.

International Retail sales, on a  constant-exchange-rate  basis, increased 9% in
the third quarter and 14% in the year-to-date.  Comparable store sales increased
4% and 10% for those periods.

In Japan  (which  represents  approximately  one-half  of  International  Retail
sales), on a constant-exchange-rate basis, total retail sales declined 3% in the
third  quarter due to a decrease in unit volume  partly offset by an increase in
the average  transaction  size, and increased 6% in the  year-to-date  due to an
increase  in  the  average  transaction  size.   Comparable  store  sales  on  a
constant-exchange-rate  basis  declined 5% in the third quarter and increased 3%
in the  year-to-date.  Local management  continues to focus on selling technique
and location upgrades through renovation, expansion and/or relocation.

In  the  Asia-Pacific  region  outside  Japan,   comparable  store  sales  on  a
constant-exchange-rate  basis  increased 17% in the third quarter and 21% in the
year-to-date due to growth in most markets.

In Europe,  comparable store sales on a  constant-exchange-rate  basis increased
21% in the third quarter and 20% in the year-to-date due to growth in London and
most Continental European markets.

Management  currently expects a  high-single-digit  percentage  increase in full
year 2006 International Retail comparable store sales.

Direct  Marketing sales rose 11% in both the third quarter and the  year-to-date
due to growth  both in the number of orders  shipped  and in the  average  order
size.

Other  sales  increased  23% in the third  quarter  and 5% in the  year-to-date.
Approximately   half  of  the  increase  in  both  the  third  quarter  and  the
year-to-date  resulted from wholesale sales of diamonds. In the specialty retail
businesses, sales in LITTLE SWITZERLAND stores increased 9% in the third quarter
and 4% in  the  year-to-date;  however,  the  results  were  below  management's
expectations. IRIDESSE increased its store base from six stores in 2005 to 13 by
the end of 2006.



                                       16




The Company  expects to increase gross square footage of TIFFANY & CO. stores by
7% (net) in 2006.  Management's  plan for openings and closings of TIFFANY & CO.
stores are shown below:




                                           Actual Openings                  Expected
Location                                   (Closings) 2006                Openings 2006
--------                                   ---------------               ---------------
                                                                  
Mito, Japan                                 First Quarter
Yonago, Japan                               First Quarter
Busan, Korea                               (First Quarter)
Monterrey, Mexico                           First Quarter
Indianapolis, Indiana                       Second Quarter
Tottori, Japan                             (Second Quarter)
Beijing, China                              Second Quarter
Atlantic City, New Jersey                   Third Quarter
Tucson, Arizona                             Third Quarter
Nashville, Tennessee                        Third Quarter
Omiya, Japan                                Third Quarter
Macau, China                                Third Quarter
Busan, Korea                                Third Quarter
Vienna, Austria                             Third Quarter
Waikoloa, Hawaii                                                          Fourth Quarter
Tokyo-Roppongi Hills, Japan                                               Fourth Quarter
Shanghai, China                                                           Fourth Quarter
Vancouver, Canada                                                         Fourth Quarter



Gross Margin
------------
Gross margin declined in the third quarter by 0.5 percentage  point. The primary
components  of this net decline were (i) a 0.6  percentage  point decline due to
increased low margin  wholesale sales of diamonds;  (ii) a 0.6 percentage  point
decline due to changes in product sales mix and  increased  product  costs;  and
(iii) a 0.7 percentage  point  improvement  due to the leverage  effect of fixed
product-related  costs,  which includes costs associated with  merchandising and
distribution.  Gross margin improved in the year-to-date by 0.3 percentage point
mostly due to the leverage effect  described  above.  The Company is addressing,
and as necessary will continue to address, the effect of higher  product-related
costs by adjusting retail prices in various product categories.

Management's   long-term  strategy  and  objectives  include  achieving  product
manufacturing/sourcing  efficiencies  (including  increased direct rough-diamond
sourcing  and  internal   manufacturing)   and   implementing   selective  price
adjustments in order to maintain the Company's gross margin at, or above,  prior
year levels.  Management currently expects gross margin in the full year 2006 to
be slightly lower than the prior year.

Selling, General and Administrative ("SG&A") Expenses
-----------------------------------------------------
SG&A expenses increased  approximately $19 million,  or 8%, in the third quarter
and $63 million,  or 10%, in the year-to-date  largely due to increased labor of
approximately   $8  million  and  $25  million,   respectively,   and  increased
depreciation and occupancy expenses of approximately $7 million and $20 million,
respectively,  which is due to new and existing stores.  In addition,  marketing
expense increased  approximately $8 million in the third quarter and $15 million
in the  year-to-date.  The prior year third  quarter and  year-to-date  included
$4,316,000 of losses associated with business  dispositions.  As a percentage of
net sales,  SG&A  expenses  were lower than in the prior year by 0.6  percentage
point in the third quarter.  SG&A expenses as


                                       17




a percentage of net sales  increased 0.6  percentage  point in the  year-to-date
because sales growth was insufficient to offset increased marketing expenses and
fixed costs.  Management's objective is to improve the ratio of SG&A expenses to
net sales by  controlling  expenses  so that  sales  growth can result in higher
earnings growth.  Management continues to expect a high-single-digit  percentage
increase  in SG&A  expenses  in full year 2006 and,  if sales  expectations  are
achieved, an improvement in the expense ratio.

Earnings from Operations
------------------------
Revisions were made to prior year's earnings (losses) from operations by segment
to conform to the current year  presentation  and to reflect the manner in which
management  now  evaluates  the  performance  of  segments.  (See  Note 8 to the
Condensed Consolidated Financial Statements).





                                                             Third          % of              Third            % of
                                                            Quarter          Net             Quarter            Net
(in thousands)                                                2006          sales*             2005            sales*
----------------------------------------------------------------------------------------------------------------------
                                                                                                   
Earnings (losses) from
operations:
   U.S. Retail                                         $       29,517         11%       $       36,739           15%
   International Retail                                        51,054         23%               42,339           21%
   Direct Marketing                                             4,426         15%                4,733           17%
   Other                                                       (7,919)       (31%)             (10,584)         (51%)
                                                    ------------------------------------------------------------------
                                                               77,078                           73,227
Unallocated corporate expenses                                (33,022)                         (33,432)
                                                    ------------------------------------------------------------------
Earnings from operations                               $       44,056                   $       39,795
                                                    ------------------------------------------------------------------




* Percentages  represent  earnings  (losses) from  operations as a percentage of
each segment's net sales.

Earnings from operations increased 11% in the third quarter. On a segment basis,
the ratio of earnings (losses) from operations (before the effect of unallocated
corporate  expenses and other expenses,  net) to each segment's net sales in the
third quarter of 2006 and 2005 was as follows:

o    U.S.  Retail  declined 4 percentage  points  primarily  due to a decline in
     gross margin (due to higher product costs and product mix) and increased
     SG&A expenses (due to new and existing stores as well as increased
     marketing expenses);
o    International  Retail increased 2 percentage  points primarily due to sales
     growth and an improved gross margin (due to a change in product mix) and
     the leveraging of operating expenses;
o    Direct Marketing  declined 2 percentage  points primarily due to a decrease
     in gross margin (due to higher  product  costs) and increased SG&A expenses
     (particularly marketing expenses); and
o    Other  improved by 20 percentage  points due to the losses  recorded in the
     prior year associated with business dispositions.  In the current year, the
     operating  losses  are  primarily  due  to  continued  investments  in  the
     development  of the specialty  retail  businesses and greater than expected
     losses  from  the  Little  Switzerland  business.  In  connection  with the
     Company's   annual   impairment   review,   management   will  analyze  the
     approximately  $7,000,000 of goodwill  associated  with Little  Switzerland
     during the fourth  quarter.  The analysis  will include the fourth  quarter
     results,  which has a higher  proportion  of sales and  earnings due to the
     seasonality  of the business,  as well as future  projections,  taking into
     consideration  Little  Switzerland's  performance to date and  management's
     strategic initiatives.


                                       18








                                                                            % of                               % of
                                                          Year-to-Date       Net           Year-to-Date         Net
(in thousands)                                                2006          sales*             2005            sales*
----------------------------------------------------------------------------------------------------------------------
                                                                                                    
Earnings (losses) from
operations:
  U.S. Retail                                          $      125,094           15%     $      136,268           18%
  International Retail                                        159,412           24%            130,756           22%
  Direct Marketing                                             23,768           25%             22,925           26%
  Other                                                       (18,735)         (22%)           (15,226)         (19%)
                                                    ------------------------------------------------------------------
                                                              289,539                          274,723
Unallocated corporate expenses                                (98,600)                         (94,549)
                                                    ------------------------------------------------------------------
Earnings from operations                               $      190,939                   $      180,174
                                                    ------------------------------------------------------------------


* Percentages represent earnings (losses) from operations as a percentage of
each segment's net sales.

Earnings from operations rose 6% in the  year-to-date.  On a segment basis,  the
ratio of earnings  (losses) from  operations  (before the effect of  unallocated
corporate  expenses and other expenses,  net) to each segment's net sales in the
year-to-date of 2006 and 2005 was as follows:

o    U.S. Retail  decreased 3 percentage  points primarily due to increased SG&A
     expenses  (due to new and existing  stores as well as  increased  marketing
     expenses);
o    International  Retail increased 2 percentage  points primarily due to sales
     growth and an improved  gross  margin (due to a change in product  mix) and
     the leveraging of operating expenses;
o    Direct Marketing decreased 1 percentage point primarily due to a decline in
     gross  margin  (due  to  higher  product  costs)  and  increased  marketing
     expenses; and
o    Other  decreased  by  3  percentage   points  primarily  due  to  continued
     investments  in the  development  of the specialty  retail  businesses  and
     greater  than  expected  losses from the Little  Switzerland  business.  In
     addition,   the  prior  year  included  losses   associated  with  business
     dispositions.

Unallocated  corporate  expenses include certain costs related to administrative
support  functions  which the Company  does not allocate to its  segments.  Such
unallocated costs include those for information  technology,  finance, legal and
human resources. Unallocated corporate expenses declined 1% in the third quarter
and rose 4% in the year-to-date.

Other (Income) Expenses, net
----------------------------
Other (income) expenses,  net decreased in the third quarter and year-to-date as
a result of $5,185,000 of gains  associated with the sale of equity  investments
in an on-line  retailer and a  manufacturer  that were  written-off  in previous
years and  $1,589,000 of realized gains  associated  with the sale of marketable
securities, partially offset by increased interest expense due to higher average
borrowings.

Provision for Income Taxes
--------------------------
The effective  income tax rates for the third quarter and  year-to-date  of 2006
were 35.6% and 38.0%,  versus 33.0% and 31.8% in the prior year.  The  effective
tax  rates  in  third  quarter  of 2006  and  2005  included  favorable  reserve
adjustments  relating to the expiration of certain  statutory periods during the
quarter.  The lower  effective tax rate in the  year-to-date  of 2005  primarily
reflected tax benefits of $8,100,000 associated with the repatriation provisions
of the American Jobs Creation Act of 2004.


                                       19




Management  currently expects the effective tax rate to be approximately 37% for
full year 2006.

New Accounting Standards
------------------------
See Note 2 to Condensed Consolidated Financial Statements.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company's  liquidity needs are primarily a function of its  requirements for
seasonal and  expansion-related  working capital and capital  expenditures.  The
Company had a net cash outflow from  operating  activities of $83,740,000 in the
year-to-date   of  2006,   compared  with  an  outflow  of  $12,307,000  in  the
year-to-date of 2005. Inventory purchases were higher than in the prior year, as
discussed in the Working  Capital  section below.  In addition,  tax payments in
2006 were lower than 2005 when taxes on the gain from the sale of the  Company's
equity investment in Aber Diamond Corporation were paid.

Working Capital
---------------
Working capital (current assets less current  liabilities) and the corresponding
current   ratio   (current   assets   divided  by  current   liabilities)   were
$1,131,863,000 and 3.1 at October 31, 2006, compared with $1,334,233,000 and 4.7
at January 31, 2006 and $1,210,817,000 and 5.3 at October 31, 2005.

Accounts receivable,  less allowances at October 31, 2006 were 5% higher than at
January 31, 2006 and were 16% higher than at October  31,  2005.  The  increases
were due to sales  growth,  a shift in credit  card usage  toward the  Company's
in-house card and an increase in expected  reimbursements from landlords related
to new store build-outs.

Inventories,  net at October  31,  2006 were 24% above  January 31, 2006 and 19%
above October 31, 2005.  Combined raw material and  work-in-process  inventories
increased  25% versus  January 31,  2006 and 26% versus  October 31, 2005 due to
increased precious metal costs and diamond quantities needed to support internal
jewelry  manufacturing.  Finished goods inventories increased 23% versus January
31, 2006, and 16% versus  October 31, 2005,  reflecting  anticipated  comparable
store sales growth and store openings as well as broadened product  assortments.
Changes in foreign  currency  exchange rates  increased  inventories,  net by 1%
compared to January 31,  2006 and had an  insignificant  effect on the change in
inventory balances from October 31, 2005.

The  Company  continually  strives  to  improve  its  inventory   management  by
developing  more  effective  systems  and  processes  for  product  development,
assortment  planning,  sales  forecasting,   supply-chain  logistics  and  store
replenishment.   Management  currently  expects  a  low-double-digit  percentage
increase in the overall year-over-year inventory growth rate in 2006.

Capital Expenditures
--------------------
Capital expenditures were $143,105,000 in the year-to-date of 2006 compared with
$121,516,000  in the  year-to-date  of 2005.  Management  estimates that capital
expenditures   will  be  approximately   $170,000,000  in  2006  (compared  with
approximately  $157,000,000  in the  prior  year)  due to costs  related  to the
opening and renovation of stores and to ongoing investments in new systems.

In 2000, the Company began a multi-year  project to renovate and reconfigure its
New  York  flagship  store  in  order  to  increase  the  total  sales  area  by
approximately 25% and to provide additional space for customer service, customer
hospitality and special exhibitions. The Company completed the renovation during
the third quarter of 2006,  spending  approximately  $110,000,000 for the entire
project.



                                       20



Share Repurchases
-----------------
In March 2005,  the  Company's  Board of Directors  approved a stock  repurchase
program ("2005 Program") that authorized the repurchase of up to $400,000,000 of
the Company's Common Stock through March 2007 by means of open market or private
transactions.  The 2005 Program replaced and terminated an earlier  program.  In
August 2006, the Company's  Board of Directors  extended the expiration  date of
the Company's 2005 Program to December 2009, and authorized the repurchase up to
an additional  $700,000,000 of the Company's common stock through open market or
private transactions.  The timing of repurchases and the actual number of shares
to be repurchased depend on a variety of discretionary factors such as price and
other market  conditions.  In the third  quarter,  the Company  repurchased  and
retired 3,008,200 shares of Common Stock at a total cost of $100,525,000,  or an
average  cost of $33.42 per share.  In the  year-to-date  of 2006,  the  Company
repurchased  and  retired  7,712,607  shares of Common  Stock at a total cost of
$264,115,000, or an average cost of $34.24 per share. There remains $712,475,000
available for future repurchases.

Borrowings
----------
In October 2006, the Company  exercised its option to increase its  $300,000,000
multi-bank  revolving  credit  facility by  $150,000,000  to  $450,000,000.  The
Company has the option to increase  such  commitments  up to  $500,000,000.  The
Company had  $237,447,000,  $38,818,000  and $28,223,000  outstanding  under the
multi-bank  revolving credit facility at October 31, 2006,  January 31, 2006 and
October 31, 2005, respectively.

The Company's sources of working capital are internally-generated cash flows and
funds available under a revolving credit facility.

The ratio of total debt  (short-term  borrowings,  current  portion of long-term
debt and long-term  debt) to  stockholders'  equity was 39% at October 31, 2006,
26% at January 31, 2006 and 24% at October 31,  2005.  The increase in the ratio
is due primarily to increased  revolving credit facility  borrowings as a result
of share repurchases and higher inventory levels.

At October 31, 2006, the Company was in compliance with all loan covenants.

Based on the  Company's  financial  position  at October  31,  2006,  management
anticipates  that cash on hand,  internally-generated  cash  flows and the funds
available under its revolving  credit facility will be sufficient to support the
Company's planned worldwide business expansion, share repurchases,  debt service
and seasonal working capital increases for the foreseeable future.

Contractual Obligations
-----------------------
The Company's contractual cash obligations and commercial commitments at October
31, 2006 and the effects such  obligations  and commitments are expected to have
on  the  Company's   liquidity  and  cash  flows  in  future  periods  have  not
significantly changed since January 31, 2006.

Seasonality
-----------
As a jeweler  and  specialty  retailer,  the  Company's  business is seasonal in
nature, with the fourth quarter typically  representing a proportionally greater
percentage of annual sales,  earnings from operations and cash flow.  Management
expects such seasonality to continue.

Forward-Looking Statements
--------------------------
This document  contains  certain  "forward-looking  statements"  concerning  the
Company's  objectives and  expectations  with respect to store openings,  sales,
retail  prices,  gross  margin,   expenses,   inventory   performance,   capital
expenditures and cash flow. In addition,  management makes other forward-looking
statements from time to time concerning objectives and expectations.  Statements
beginning with such words as "believes", "intends", "plans", and


                                       21




"expects"  include  forward-looking  statements  that are based on  management's
expectations  given  facts as  currently  known by  management  on the date this
quarterly  report was filed with the  Securities  and Exchange  Commission.  All
forward-looking statements involve risks, uncertainties and assumptions that, if
they never materialize or prove incorrect,  could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.

The statements in this quarterly  report are made as of the date this report was
filed with the Securities and Exchange  Commission and the Company undertakes no
obligation  to update any of the  forward-looking  information  included in this
document,  whether as a result of new  information,  future  events,  changes in
expectations or otherwise.






                                       22






PART I.  Financial Information
Item 3.  Quantitative and Qualitative Disclosures
         About Market Risk

The  Company is exposed to market  risk from  fluctuations  in foreign  currency
exchange rates and interest rates which could affect its consolidated  financial
position,  earnings and cash flows.  The Company  manages its exposure to market
risk through its regular  operating  and financing  activities  and, when deemed
appropriate,  through the use of derivative financial  instruments.  The Company
uses  derivative  financial  instruments  as risk  management  tools and not for
trading or speculative purposes, and does not maintain such instruments that may
expose the Company to significant market risk.

In Japan, the Company uses yen put options to minimize the effect of a weakening
yen on U.S.  dollar-denominated  transactions.  To a lesser extent,  the Company
uses  foreign-exchange  forward  contracts to protect  against  weakening  local
currencies.  Gains or losses on these instruments substantially offset losses or
gains on the assets,  liabilities  and  transactions  being  hedged.  Management
neither foresees nor expects significant changes in foreign currency exposure in
the near future.

The  Company  uses   interest-rate   swap  contracts  related  to  certain  debt
arrangements  to  manage  its  net  exposure  to  interest  rate  changes.   The
interest-rate  swap  contracts  effectively  convert  fixed-rate  obligations to
floating-rate instruments.  Additionally,  since the fair value of the Company's
fixed-rate   long-term   debt  is  sensitive  to  interest  rate  changes,   the
interest-rate  swap  contracts  serve as a hedge to changes in the fair value of
these debt instruments.

Management  does not expect  significant  changes in exposure  to interest  rate
fluctuations, nor in market risk-management practices.






                                       23



Item 4. Controls  and Procedures

Disclosure Controls and Procedures

     Based on their  evaluation of our  disclosure  controls and  procedures (as
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934),   Registrant's  chief  executive  officer  and  chief  financial  officer
concluded that, as of the end of the period covered by this report, Registrant's
disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed by  Registrant  in the reports that it files or submits
under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
and reported within the time periods  specified in the SEC's rules and forms and
(ii)  accumulated  and  communicated  to our  management,  including  our  chief
executive  officer  and  chief  financial  officer,  to allow  timely  decisions
regarding required disclosure.

     In  addition,  Registrant's  chief  executive  officer and chief  financial
officer have determined that there have been no changes in Registrant's internal
control  over  financial  reporting  during  the period  covered by this  report
identified in connection  with the evaluation  described in the above  paragraph
that have materially  affected,  or are reasonably likely to materially  affect,
Registrant's internal control over financial reporting.

     Registrant's  management,  including its chief executive  officer and chief
financial officer  necessarily applied their judgment in assessing the costs and
benefits of such controls and  procedures.  By their  nature,  such controls and
procedures  cannot  provide  absolute  certainty,  but  can  provide  reasonable
assurance regarding management's control objectives. Our chief executive officer
and our chief  financial  officer have  concluded that  Registrant's  disclosure
controls and  procedures are (i) designed to provide such  reasonable  assurance
and (ii) are effective at that reasonable assurance level.









                                       24



PART II.    Other Information
Item 1A.    Risk Factors

As a jeweler and  specialty  retailer,  the  Company's  success in achieving its
objectives and  expectations  is partially  dependent upon economic  conditions,
competitive  developments and consumer attitudes,  including changes in consumer
preferences  for  certain  jewelry  styles  and  materials.   However,   certain
assumptions are specific to the Company and/or the markets in which it operates.
The following  assumptions,  among others, are "risk factors" which could affect
the likelihood  that the Company will achieve the  objectives  and  expectations
communicated by management:

(i) that low or  negative  growth in the  economy or in the  financial  markets,
particularly  in the U.S.  and Japan,  will not occur and  reduce  discretionary
spending on goods that are, or are perceived to be, "luxuries";

(ii) that  consumer  spending does not decline  substantially  during the fourth
quarter of any year;

(iii) that unsettled regional and/or global conflicts or crises do not result in
military, terrorist or other conditions creating disruptions or disincentives
to, or changes in the pattern, practice or frequency of, tourist travel to the
various regions where the Company operates retail stores nor to the Company's
continuing ability to operate in those regions;

(iv) that sales in Japan will not decline substantially;

(v)  that  there  will  not be a  substantial  adverse  change  in the  exchange
relationship between the Japanese yen and the U.S. dollar;

(vi) that Mitsukoshi and other  department store operators in Japan, in the face
of declining or stagnant department store sales, will not close or consolidate
stores which have TIFFANY & CO. retail locations;

(vii) that  Mitsukoshi will continue as a leading  department  store operator in
Japan;

(viii) that existing product supply arrangements, including license arrangements
with third-party designers, will continue;

(ix)  that the  wholesale  and  retail  market  for  high-quality  rough and cut
diamonds  will  provide  continuity  of supply and  pricing  within the  quality
grades, colors and sizes that customers demand;

(x) that the Company's  diamond supply  initiatives  achieve their financial and
strategic objectives;

(xi) that the Company's  gross margins in Japan and for diamond  products can be
maintained in the face of increased  competition from traditional and e-commerce
retailers;

(xii)  that the  Company  is able to pass on higher  costs of raw  materials  to
consumers through price increases;






                                       25



(xiii) that the sale of counterfeit  products does not  significantly  undermine
the value of the Company's trademarks and demand for the Company's products;

(xiv) that new and  existing  stores and other  sales  locations  can be leased,
re-leased or otherwise  obtained on suitable  terms in desired  markets and that
construction can be completed on a timely basis;

(xv) that the  Company  can achieve  satisfactory  results  from any current and
future  businesses  into which it enters that are operated  under  trademarks or
tradenames other than TIFFANY & CO.; and

(xvi)  that  the  Company's  expansion  plans  for  retail  and  direct  selling
operations and merchandise  development,  production and management can continue
to be executed without  meaningfully  diminishing the distinctive  appeal of the
TIFFANY & CO. brand.


PART II.     Other Information
Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds

This table  provides  information  with  respect to the  Company's  purchases of
shares of its Common Stock during the third fiscal quarter of 2006:




--------------------------------------------------------------------------------------------------------------
                                                                                   
                                                                         (c)Total
                                                                        Number of              (d)Approximate
                                                                           Shares               Dollar  Value
                                                                        Purchased              of Shares that
                                        (a)Total                        Under all                  May Yet be
                                       Number of    (b)Average           Publicly                   Purchased
                                          Shares    Price Paid          Announced                   Under the
Period                                 Purchased     Per Share          Programs*                   Programs*
--------------------------------------------------------------------------------------------------------------
August 1, 2006
through
August 31, 2006                                -             -                  -                $813,000,000
--------------------------------------------------------------------------------------------------------------
September 1, 2006
through
September 30, 2006                     2,127,400        $33.01          2,127,400                $742,770,000
--------------------------------------------------------------------------------------------------------------
October 1, 2006
through
October 31, 2006                         880,800        $34.40            880,800                $712,475,000
--------------------------------------------------------------------------------------------------------------
Total                                  3,008,200        $33.42          3,008,200                $712,475,000
--------------------------------------------------------------------------------------------------------------



* In August 2006, the Company's Board of Directors  extended the expiration date
of the program to December 2009 and increased the authorization to $813,000,000.





                                       26





ITEM 6    Exhibits

   (a)    Exhibits:

          31.1 Certification of Chief Executive  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

          31.2 Certification of Chief Financial  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

          32.1 Certification  of Chief Executive  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

          32.2 Certification  of Chief Financial  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.




                                       27



                                   SIGNATURES
                                   ----------


     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.
                                            (Registrant)


Date: December 6, 2006               By:    /s/ James N. Fernandez
                                            -----------------------------
                                            James N. Fernandez
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (principal financial officer)




                                 EXHIBIT INDEX


EXHIBIT        DESCRIPTION
NUMBER

31.1           Certification of Chief Executive  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

31.2           Certification of Chief Financial  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

32.1           Certification  of Chief Executive  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

32.2           Certification  of Chief Financial  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.