TIFFANY & CO
11-K, 1996-08-01
JEWELRY STORES
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<PAGE>
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

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


                               FORM 11-K


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

                             ANNUAL REPORT
                   PURSUANT TO SECTION 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934


(Mark One):

[X]      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED].

         For the fiscal year ended January 31, 1996.

                                                        OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

         Commission file number 1-9494

         A.  Full title of the plan and the address of the plan, if
             different from that of the issuer named below:

             Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan

         B.  Name of issuer of the securities held pursuant to the plan and the
             address of its principal executive office:

                                      Tiffany & Co.
                                     727 Fifth Avenue
                                   New York, NY 10022
                                     (212) 755-8000

<PAGE>
                                    TIFFANY & CO.

               EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN

                                    CONTENTS


                                                                 Page

REPORT OF INDEPENDENT ACCOUNTANTS                                           3

FINANCIAL STATEMENTS:

         Statement of Net Assets Available for Plan Benefits
                  with Fund Information, January 31, 1996                   4

         Statement of Net Assets Available for Plan Benefits
                  with Fund Information, January 31, 1995                   5

         Statement of Changes in Net Assets Available for
                  Plan Benefits with Fund Information
                  for the year ended January 31, 1996                       6

         Notes to Financial Statements                                   7-12

SUPPLEMENTAL SCHEDULES:

         Item 27a Schedule of Assets Held for
                  Investment Purposes as of January 31, 1996               13

         Item 27d (Part I) - Schedule of Reportable 
                  Transactions - Individual Transactions by Issue 
                  for the year ended January 31, 1996                      14

         Item 27d (Part II) - Schedule of Reportable 
                  Transactions - Series of Transactions by Issue
                  for the year ended January 31, 1996                      15











                                   - 2 -
<PAGE>
                     REPORT OF INDEPENDENT ACCOUNTANTS

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

To the Tiffany & Co. Employee Profit Sharing
 and Retirement Savings Plan Committee:

We have audited the  accompanying  statements  of net assets  available for plan
benefits of the Tiffany & Co.  Employee  Profit Sharing and  Retirement  Savings
Plan (the "Plan") as of January 31, 1996 and 1995 and the related  statement of
changes in net assets available for plan benefits for the year ended January 31,
1996.  These  financial   statements  are  the   responsibility  of  the  Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the net assets available for plan benefits as of January
31, 1996 and 1995 and the change in net assets  available for plan benefits for
the year ended January 31, 1996 in conformity with generally accepted accounting
principles.

Our audits were performed for the purpose of forming an opinion on the financial
statements  taken as a whole.  The  supplemental  schedules  of assets  held for
investment  purposes  as of  January  31,  1996 and  transactions  or  series of
transactions  in excess of five percent of the current  value of Plan assets for
the year then ended,  are presented  for the purpose of additional  analysis and
are not a required part of the basic financial statements, but are supplementary
information  required by the  Department  of Labor's  Rules and  Regulations  of
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974. The supplemental  schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

                                                   COOPERS & LYBRAND L.L.P.

                                                   /s/ Coopers & Lybrand L.L.P.

Parsippany, New Jersey
July 26, 1996

                                   -3-
<PAGE>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
<TABLE>
<CAPTION>


                                          January 31, 1996                                                              
                                          ------------------------------------------------------------------------------
                                                                                                                        
                                          Participant Directed                                                          
                                                                                                                        
                                                                                  Guaranteed                            
                                            Balanced      Common      Special     Investment  Tiffany & Co.    Loan     
                                           Blend Fund   Stock Fund  Capital Fund Contract Fund Stock Fund      Fund     
<S>                                        <C>          <C>         <C>          <C>           <C>             <C>

  Assets
    Investments, at fair value:
       Harris Trust and Savings Bank:
        common and collective trust funds  $1,248,016   $1,592,815     $631,461     $712,140    $   -      $    -       
      Tiffany & Co. common stock               -            -            -            -           414,316       -       
      Cash and cash equivalents                -            -            -            56,766        5,387       -       
                                          ------------ ------------ ------------ ------------ ------------ ------------ 
  Total investments                         1,248,016    1,592,815      631,461      768,906      419,703       -  


  Receivables:
    Employer's contribution                    -            -            -            -            -            -       
    Participant contributions                  87,476      106,805       42,440       47,046       21,647       -       
    Participant loans                          -            -            -            -            -            47,879  
                                          ------------ ------------ ------------ ------------ ------------ ------------ 
  Total receivables                            87,476      106,805       42,440       47,046       21,647       47,879  

  Net assets available for plan benefits   $1,335,492   $1,699,620     $673,901     $815,952     $441,350      $47,879  
                                          ------------ ------------ ------------ ------------ ------------ ------------ 
                                          ------------ ------------ ------------ ------------ ------------ ------------ 

<CAPTION>

                                          January 31, 1996            
                                          -----------------------------          
                                          Non-Participant                       
                                             Directed                           
                                                                                
                                             Employee                           
                                              Stock                             
                                            Ownership        Total              
                                                                                
                                                                                
<S>                                        <C>             <C>                                        
  Assets                                                                        
    Investments, at fair value:                  
       Harris Trust and Savings Bank:             
        common and collective trust funds     $        -    $4,184,432          
      Tiffany & Co. common stock               2,290,144     2,704,460          
      Cash and cash equivalents                    3,673        65,826          
                                           -------------- -------------         
  Total investments                            2,293,817     6,954,718          
                                                                                
                                                                                
  Receivables:                                                                  
    Employer's contribution                    1,000,045     1,000,045          
    Participant contributions                    -             305,414          
    Participant loans                            -              47,879          
                                           -------------- -------------         
  Total receivables                            1,000,045     1,353,338          
                                                                                
  Net assets available for plan benefits      $3,293,862    $8,308,056          
                                           -------------- -------------  
                                           -------------- -------------  
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                 -4-
<PAGE>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
<TABLE>
<CAPTION>                                                                                                             


                                             January 31, 1995
                                             -------------------------------------------------------------------------
                                                                                                                      
                                             Participant Directed                                                     
                                             -------------------------------------------------------------------------
                                                                                          Guaranteed                  
                                               Balanced       Common        Special       Investment   Tiffany & Co.  
                                              Blend Fund    Stock Fund    Capital Fund  Contract Fund   Stock Fund    
<S>                                          <C>            <C>            <C>            <C>            <C>          

Assets
   Investments, at fair value:
      Harris Trust and Savings Bank:
         common and collective trust funds       $301,325      $337,021       $149,244       $211,649         -
      Tiffany & Co. common stock                   -             -             -              -             $53,582    
      Cash and cash equivalents                    -             -             -              -               2,323   
                                             ------------- ------------- -------------- -------------- --------------
            Total investments                     301,325       337,021        149,244        211,649        55,905   
                                             ------------- ------------- -------------- -------------- --------------

   Receivables:
      Employer's contribution                      -             -             -              -              -        
      Participant contributions                    78,539        82,314         34,443         48,317        14,874   
                                             ------------- ------------- -------------- -------------- --------------
            Total receivables                      78,539        82,314         34,443         48,317        14,874   
                                             ------------- ------------- -------------- -------------- --------------
Net assets available for plan benefits           $379,864      $419,335       $183,687       $259,966       $70,779   
                                             ------------- ------------- -------------- -------------- --------------
                                             ------------- ------------- -------------- -------------- --------------


<CAPTION>                                                                      
                                                                               
                                                                               
                                                                               
                                            -----------------------------      
                                            Non-Participant                    
                                               Directed                        
                                            -----------------------------      
                                               Employee                        
                                                 Stock
                                            Ownership Plan      Total          
<S>                                           <C>               <C>            
                                                                               
Assets                                                                         
   Investments, at fair value:                                                 
      Harris Trust and Savings Bank:                                           
         common and collective trust funds   $           -    $  999,239       
      Tiffany & Co. common stock                    702,742      756,324       
      Cash and cash equivalents                      25,166       27,489       
                                            ---------------- ------------      
            Total investments                       727,908    1,783,052       
                                            ---------------- ------------      
                                                                               
   Receivables:                                                                
      Employer's contribution                       599,986      599,986       
      Participant contributions                          -       258,487       
                                            ---------------- ------------      
            Total receivables                       599,986      858,473       
                                            ---------------- ------------      
Net assets available for plan benefits           $1,327,894   $2,641,525       
                                            ---------------- ------------      
                                            ---------------- ------------

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                   -5-
<PAGE>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Changes In Net Assets Available for Plan Benefits
with Fund Information
<TABLE>
<CAPTION>


                                                         January 31, 1996                                                           
                                                         -------------------------------------------------------------------------- 
                                                                                                                                    
                                                         Participant Directed                                                       
                                                         -------------------------------------------------------------------------- 
                                                                                                    Guaranteed                      
                                                            Balanced       Common       Special     Investment   Tiffany & Co Loan  
                                                           Blend Fund    Stock Fund  Capital Fund  Contract Fund  Stock Fund  Fund  
<S>                                                        <C>           <C>         <C>           <C>            <C>         <C>   
                                                                                                                                    
                                                                                                                                    
Additions                                                                                                                           
   Net appreciation in fair value of investments              $160,817     $291,240       $79,537           $7   $137,924   $  -    
   Interest and dividend income                                  1,792          233           101          147      2,028      -    
   Collective fund income earned & retained                     31,797       30,715        10,296       31,019      -          -    
   Loan repayments                                                  46          100        -            -             162      (308)
                                                         -------------- ------------ ------------- ------------ ---------- ---------
                                                               194,452      322,288        89,934       31,173    140,114      (308)
                                                                                                                                    
Contributions                                                                                                                       
   Employee                                                    787,862      985,767       409,170      568,257    282,697      -    
   Employer                                                    -             -             -            -           -          -    
   Intra-fund transfers                                         18,964       31,731        12,549      (20,705)   (42,539)     -    
                                                         -------------- ------------ ------------- ------------ ---------- ---------
                                                               806,826    1,017,498       421,719      547,552    240,158      -    
                                                         -------------- ------------ ------------- ------------ ---------- ---------
Total additions                                              1,001,278    1,339,786       511,653      578,725    380,272      (308)
                                                                                                                                    
Deductions                                                                                                                          
   Distributions to participants                                22,940       41,777        12,163       13,395      4,864      -    
   Administrative expenses                                       4,081        4,718         2,294        2,856      1,755      -    
   Loan advances                                                18,629       13,006         6,982        6,488      3,082   (48,187)
                                                         -------------- ------------ ------------- ------------ ---------- ---------
Total deductions                                                45,650       59,501        21,439       22,739      9,701   (48,187)
                                                         -------------- ------------ ------------- ------------ ---------- ---------
Increase in net assets available for plan benefits             955,628    1,280,285       490,214      555,986    370,571    47,879 
                                                                                                                                    
Net ssets available for plan benefits, beginning of year      379,864      419,335       183,687      259,966     70,779      -     
                                                         -------------- ------------ ------------- ------------ ---------- ---------
Net assets available for plan benefits, end of year         $1,335,492   $1,699,620      $673,901     $815,952   $441,350   $47,879 
                                                         -------------- ------------ ------------- ------------ ---------- ---------
                                                         -------------- ------------ ------------- ------------ ---------- ---------
                                                          
                                                         

<CAPTION>                                           
                                                    
                                                   
  
                                                         Non-Participant            
                                                          Directed                  
                                                         ---------------            
                                                            Employee                
                                                              Stock                 
                                                            Ownership      Total    
                                                                                    
<S>                                                        <C>              <C>     
                                                                                    
Additions                                                                           
   Net appreciation in fair value of investments             $1,055,310   $1,724,835
   Interest and dividend income                                  12,888       17,189
   Collective fund income earned & retained                     -            103,827
   Loan repayments                                              -             -     
                                                         --------------- -----------
                                                              1,068,198    1,845,851
                                                                                    
Contributions                                                                       
   Employee                                                     -          3,033,753
   Employer                                                   1,002,275    1,002,275
   Intra-fund transfers                                         -            -      
                                                         --------------- -----------
                                                              1,002,275    4,036,028
                                                         --------------- -----------
Total additions                                               2,070,473    5,881,879
                                                                                    
Deductions                                                                          
   Distributions to participants                                 99,304      194,443
   Administrative expenses                                        5,201       20,905
   Loan advances                                                      -             
                                                         --------------- -----------
Total deductions                                                104,505      215,348
                                                         --------------- -----------
Increase in net assets available for plan benefits            1,965,968    5,666,531
                                                                                    
Net assets available for plan benefits, beginning of year     1,327,894    2,641,525
                                                         --------------- -----------
Net assets available for plan benefits, end of year          $3,293,862   $8,308,056
                                                         --------------- -----------
                                                         --------------- -----------
</TABLE>                                                 
                                        -6-
<PAGE>
 
                                  Tiffany & Co.
               Employee Profit Sharing and Retirement Savings Plan

                          Notes to Financial Statements
                                  -------------

1.       Description of Plan:

         The following is a description of the Tiffany & Co.  Employee  Profit
         Sharing and Retirement  Savings Plan (the "Plan").

         General:

         The Plan is a defined contribution plan covering all eligible employees
         of Tiffany & Co. (the "Company").  The Plan was originally  established
         on February 1, 1988 as the Tiffany & Co.  Employee Stock Ownership Plan
         ("ESOP").  On May 19,  1994,  the ESOP was amended to include a cash or
         deferred  savings  arrangement  under  Section  401(k) of the  Internal
         Revenue  Code of 1986,  as amended  (the  "Code"),  and was renamed the
         "Tiffany & Co.  Employee  Profit Sharing and Retirement  Savings Plan,"
         effective August 1, 1994.

         The assets of the Plan are  maintained  and  transactions  therein  are
         executed  by Harris  Trust and  Savings  Bank,  the trustee of the Plan
         ("Trustee").  The Plan is  administered  by the Employee Profit Sharing
         and Retirement Savings Plan Committee ("Plan  Committee")  appointed by
         the Board of  Directors  of the  Company.  The Plan is  subject  to the
         provisions  of the  Employee  Retirement  Income  Security  Act of 1974
         ("ERISA").

         Eligibility:

         Employees  become  participants in the profit sharing (ESOP) feature of
         the Plan on February 1st following  their  initial date of  employment.
         Employees  become  eligible to participate in the 401(k) feature of the
         Plan after they have  completed one year of service.  A year of service
         is  determined  by  reference  to the date on which  the  participant's
         employment  commenced or  recommenced  and  consists of 12  consecutive
         monthly periods,  commencing with such date,  during which the employee
         has  attained  at  least  1,000  hours  of  service.  Persons  who  are
         designated  executive  officers  of the  Company  are not  eligible  to
         participate in the profit sharing feature of the Plan.

         Contributions:

         The profit sharing feature of the Plan is  non-contributory on the part
         of the Company's employees and is funded by Company contributions to be
         invested  exclusively in shares of Tiffany & Co. Common Stock.  Company
         contributions,  if any,  are  based  upon the  achievement  of  certain
         targeted earnings  objectives  established by the Board of Directors in
         accordance with, and subject to, the terms and limitations of the Plan.

                                   -7-
<PAGE>

1.       Description of Plan (Continued):

         The 401(k) feature of  the  Plan  is  non-contributory on the part  of
         the   Company  and  is  funded  entirely  by  employee   contributions.
         Participants  may  elect  to  have an  amount  of  between  one (1) and
         fifteen  (15)  percent  of their  annual  compensation,  not to  exceed
         $9,240 in 1995, subject to an  annual inflation adjustment, contributed
         to the  401(k)  feature  of  the Plan as a tax  deferred  contribution,
         subject   to  certain  limitations  applicable  to  highly  compensated
         employees.
                                       
         Participants may elect to invest their 401(k)  contributions in any one
         or a combination of the following five investment  funds managed by the
         Trustee:

                  a) Balanced Blend Fund - Invests in a diversified selection of
                  individual  investment  funds,  including  common stock funds,
                  bond  funds and  other  fixed  income  funds.  The  underlying
                  investments are traded on national securities exchanges.

                  b) Common Stock Fund - Invests in common or capital  stocks of
                  large  publicly  traded U.S.
                  companies and other types of equity investments.

                  c) Special  Capital Fund - Invests in common or capital stocks
                  of smaller  publicly  traded U.S.  companies  (i.e.,  the
                  smallest 25% of U.S.  publicly traded  companies) and other
                  types of equity investments.

                  d)  Guaranteed   Investment  Contract  Fund  -  Invests  in  a
                  diversified   portfolio   primarily  comprised  of  guaranteed
                  investment  contracts offered by insurance companies and banks
                  and other  short-term  debt  obligations.  The  Trustee is the
                  contract  holder  for  all  the  insurance  company  and  bank
                  guaranteed   investment   contracts.   Under  this  investment
                  structure, there is no guaranteed return to the Plan.

                  e) Tiffany & Co. Stock Fund - Invests only in Tiffany & Co.
                  Common Stock  purchased by the   Trustee  on  a  national
                  securities  exchange.  This  investment  option  is  not
                  available  to    executive officers of the Company.

                                     - 8 -


<PAGE>
1.       Description of Plan (Continued):

         Participant Accounts:

         Each  participant's  401(k) account is credited with the  participant's
         contribution,  if  any,  and an  allocation  of  each  selected  fund's
         earnings  or  losses.  Allocations  are  based on  participant  account
         balances.

         The Company's  contribution for each Plan year under the profit sharing
         feature of the Plan is  allocated  to  participants'  accounts on a per
         capita basis.

         Vesting:

         All  amounts  contributed  under  the  401(k)  feature  of  the  Plan
         are  immediately  100%  vested  and   nonforfeitable at all times.

         Contributions  to  participant  accounts  associated  with  the  profit
         sharing feature of the Plan become vested and  nonforfeitable  when the
         participant  has  completed two years of service.  A  participant  also
         becomes vested in his or her profit sharing account upon termination of
         employment by reason of death,  retirement or disability.  For purposes
         of the Plan,  retirement is defined as termination of employment  after
         age 65. In the event a participant leaves the Company prior to becoming
         fully  vested,  the  participant  will forfeit the shares in his or her
         profit  sharing  account  and such shares will remain in the Plan to be
         reallocated  amongst the  remaining  participants  in the Plan's profit
         sharing feature.

         Administrative Expenses:

         All  administrative  expenses  incurred in connection with the Plan are
         paid by the Company. Investment-related expenses are paid by the Plan.

         Participant Withdrawals:

         Participants  may borrow  from their  401(k)  accounts  up to a maximum
         amount  equal to the lesser of  $50,000  or 50 percent of their  401(k)
         account  balance.  Loan terms range from 1 to 5 years or up to 25 years
         for the purchase of a primary  residence.  Loans are  collateralized by
         the  balance  in the  participant's  account  and are also  subject  to
         certain  other  conditions  as to a  reasonable  rate of  interest  and
         repayment schedules.

         Participants may also obtain a withdrawal, in cash, of all or a portion
         of the value of their 401(k) account contributions  (excluding earnings
         thereon)  and their  rollover  contributions,  if any,  on the basis of
         hardship.

                                     - 9 -
<PAGE>


1.       Description of Plan (Continued):

         Payment of Benefits:

         Upon termination of service,  participants will receive the full vested
         balance of their Plan account in a lump sum cash  distribution,  except
         with respect to whole shares held in the profit  sharing feature of the
         Plan  which are  distributed  in the form of a stock  certificate.  The
         balance of the participant's  Tiffany & Co. Stock Fund account may also
         be distributed in the form of a stock  certificate  for whole shares if
         the participant so elects.

         Subject to certain mandatory distribution  provisions,  in the event of
         retirement, a participant may elect to defer his/her distribution until
         the next  Plan  year  thereby  entitling  the  participant  to  his/her
         proportionate share of the Company's contribution to the profit sharing
         feature of the Plan for the Plan year in which the participant retired.
         In  the  event  of a  participant's  death,  the  distribution  of  the
         participant's  account  balance  will  be  made  to  the  participant's
         designated  beneficiary or the participant's  estate, if no beneficiary
         has been so designated.

2.       Summary of Significant Accounting Policies:

         Basis of Accounting:

         The Plan's financial statements have been prepared on the accrual basis
         of  accounting  in  conformity  with  generally   accepted   accounting
         principles.

         Investment Valuation:

         Investments  in the trust funds are stated at fair value as  determined
         by the Trustee. Investments in Tiffany & Co. common stock are stated at
         fair value as  determined by quoted market prices as of the last day of
         the Plan year.

         The Plan presents,  in the statement of changes in net assets available
         for  plan  benefits,  the net  appreciation/(depreciation)  in the fair
         value of its  investments,  which  consists  of the  realized  gains or
         losses  and  the   unrealized   appreciation/(depreciation)   on  those
         investments.



                                     - 10 -
<PAGE>



3.       Related Party Transactions:

         Certain Plan  investments  include mutual funds managed by Harris Trust
         and Savings Bank. Since Harris Trust and Savings Bank is the trustee as
         defined by the Plan, these  transactions  qualify as  party-in-interest
         transactions.

4.       Tax Status:

         The Internal Revenue Service has determined and informed the Company by
         a letter dated  December 28, 1995,  that the Plan and related trust are
         designed  in  accordance  with  applicable  sections  of the Code  and,
         accordingly, are exempt from Federal income taxes.

5.       Concentrations of Credit and Market Risk

         The  Plan  provides  for  various  investment  options  in any one or a
         combination  of common and  collective  trust funds  which  invest in a
         variety of stocks,  bonds,  fixed income  securities,  mutual funds and
         other  investment  securities.  Investment  securities  are  exposed to
         various  risks,  such as interest rate,  market and credit.  Due to the
         level of risk  associated  with certain  investment  securities and the
         level of  uncertainty  related to  changes  in the value of  investment
         securities, it is at least reasonably possible that changes in risks in
         the near term would materially  affect  participants'  account balances
         and the amounts  reported in the statement of net assets  available for
         plan benefits and the statement of changes in net assets  available for
         plan benefits.

         The Plan's investment in the Guaranteed Investment Contract Fund may be
         subject to credit risk. If the underlying  insurance  companies fail to
         perform at the expected rate of return under the terms of the contracts
         with the Trustee, the Plan's asset values could be impaired.

6.       Plan Termination:

         Although  it has not  expressed  any  intent  to do so,  the  Board  of
         Directors  of the  Company  reserves  the  right  to  change,  amend or
         terminate  the  Plan at any  time  at its  discretion,  subject  to the
         provisions of ERISA. In the event the Plan is terminated,  participants
         will become 100% vested in their accounts.

         In addition, in the event of the dissolution,  merger, consolidation or
         reorganization of the Company,  the Plan will  automatically  terminate
         and the Plan's assets will be  liquidated  unless the Plan is continued
         by a successor to the Company.


                                     - 11 -
<PAGE>


7.       Reconciliation of Financial Statements to Form 5500:

         The  following is a  reconciliation  of net assets  available  for plan
         benefits as reflected in the accompanying  financial  statements to the
         Plan's Form 5500:

                                                          January 31,
                                                     1996               1995
                                                     -----------     -----------

         Net assets available for plan benefits
                  per the financial statements      $ 8,308,056      $ 2,641,525

         Amounts allocated to withdrawing
                  participants                        (53,428)          (37,921)
                                                      ---------       ---------

         Net assets available for plan benefits
                  per the Form 5500                 $ 8,254,628      $ 2,603,604
                                                      =============    =========


         The following is a  reconciliation  of benefits paid to participants as
         reflected in the accompanying  financial  statements to the Plan's Form
         5500:

                                                                     Year Ended
                                                                January 31, 1996

         Benefits paid to participants per the
                  financial statements                                 $ 194,443

         Less: Amounts allocated to withdrawing
                  participants at January 31, 1995                      (37,921)

         Add:  Amounts allocated to withdrawing
                  participants at January 31, 1996                        53,428
                                                                          ------

         Benefits paid to participants per the
                  Form 5500                                            $ 209,950
                                                                         =======

         Amounts allocated to withdrawing  participants are recorded on the Form
         5500 for  benefit  claims that have been  processed  and  approved  for
         payment prior to January 31, 1996, but not yet paid as of that date.

                                     - 12 -

<PAGE>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes

                           January 31, 1996
                       ------------------------

<TABLE>
<CAPTION>



Principal
Amount, # of
Shares or
Units of
Participation            Description              Cost       Fair Value


                Harris Trust and Savings
                  Bank Common and
                  Collective Trust Funds:
<S>              <C>                              <C>        <C>

 111,076.423      Balanced Blend Fund          $1,189,549    $1,248,016
  93,105.463      Common Stock Fund             1,315,394     1,592,815
  26,202.108      Special Capital Fund            553,002       631,461
  45,640.601      Guaranteed Investment
                     Contract Fund                712,140       712,140

   7,482.000    Tiffany & Co. Stock Fund          297,682       414,316

  41,357.000    Tiffany & Co. Employee Stock    1,401,685     2,290,144
                     Ownership

                Invested Cash                      65,826        65,826
                                              ------------  ------------

                                               $5,535,278    $6,954,718
                                              ============  ============
</TABLE>

                                     - 13 -
<PAGE>
<TABLE>
<CAPTION>

Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan Form 5500, Item 27(d) (Part I)
Schedule of Reportable  Transactions - Individual  Transactions by Issue for the year ended January 31, 1996

                                                                                  Fair
                                                                                Value of
                                                                                Asset on
             Description of              Purchase     Selling      Cost of     Transaction      Net
               Asset/Fund                  Price       Price        Asset         Date          Gain
<S>                                     <C>            <C>          <C>         <C>           <C>

Tiffany & Company New Common Stock        $599,986  $     -         $599,986      $599,986    $  -
Invested Cash                             $201,318       -          $201,318      $201,318       -
Invested Cash                             $235,497       -          $235,497      $235,497       -
Invested Cash                                -        $213,787      $213,787      $213,787       -
Invested Cash                                -        $190,944      $190,944      $190,944       -
Harris Bank Collective Invest. Fund
   Balanced Blend Fund                  $1,012,971       -        $1,012,971    $1,012,971       -
Harris Bank Collective Invest. Fund
   Common Stock Fund                         -        $328,706      $280,064      $328,706      $48,642
Harris Bank Collective Invest. Fund
   Marketable Bond Fund                      -        $479,580      $461,084      $479,580      $18,496


</TABLE>
                                     - 14 -
<PAGE>
<TABLE>
<CAPTION>

Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan Form 5500, Item 27(d) (Part II) 
Schedule of Reportable  Transactions - Series of  Transactions  by Issue for the year ended January 31, 1996



                                                                                                                   Fair
                                                                                                                 Value of
                                                                                                                 Asset on
            Description of           Purchase     # of             Selling    # of            Cost of      Transaction       Net
              Asset/Fund               Price       Transactions     Price     Transactions     Asset          Date           Gain
<S>                                  <C>           <C>             <C>        <C>              <C>

Invested Cash                         $1,900,572            263                              $1,900,572      $1,900,572       -
                                                                  $1,861,829           103   $1,861,829      $1,861,829       -
Harris Bank Collective Invest. Fund
   Balanced Blend Fund                $1,227,275             23                              $1,227,275      $1,227,275       -
                                                                     $38,634            26      $37,726         $38,634         $908
Harris Bank Collective Invest. Fund
   Common Stock Fund                  $1,300,144             91                              $1,300,144      $1,300,144       -
                                                                    $472,212            61     $404,109        $472,212      $68,103
Harris Bank Collective Invest. Fund
   Marketable Bond Fund                 $366,642             34                                $366,642        $366,642       -
                                                                    $548,947            19     $528,605        $548,947      $20,342
Harris Bank Collective Invest. Fund
   Special Capital Fund                 $482,928             85                                $482,928        $482,928       -
                                                                    $107,101            50      $96,190        $107,101      $10,911
Harris Bank Collective Invest. Fund
   Investment Fund - GIC-Fund           $597,814             49                                $597,814        $597,814       -
                                                                     $97,330            35      $97,028         $97,330         $302

Tiffany & Co. New Common Stock          $928,100             20                                $928,100        $928,100       -
                                                                     $80,674            14      $69,127         $80,674      $11,547

</TABLE>
                                     - 15 -
<PAGE>
                                                    SIGNATURES


         The Plan.  Pursuant to the requirements of the Securities  Exchange Act
of 1934,  the trustees (or other  persons who  administer  the employee  benefit
plan)  have  duly  caused  this  annual  report to be signed on it behalf by the
undersigned hereunto duly authorized.


               Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
                                        (Name of Plan)


Date: July 31, 1996                      /s/ Stephen M. Salyk
                                         Stephen M. Salyk
                                         Member of Plan Administrative Committee

                                     - 16 -


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