Exhibit 3.1
Tiffany & Co.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TIFFANY & CO.
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Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Tiffany & Co., a corporation of the State of Delaware (the "Corporation"),
hereby sets forth an Amendment to its Certificate of Incorporation pursuant to 8
Del. C.ss.242, hereby certifying as follows:
FIRST: The Certificate of Incorporation of the Corporation is amended
by striking out the first paragraph of Article FOURTH thereof and by
substituting in lieu thereof a new first paragraph of Article FOURTH reading as
follows:
FOURTH: The Corporation shall be authorized to issue two classes of
shares of stock to be designated, respectively, "Preferred Stock" and
"Common Stock"; the total number of shares which the Corporation
shall have authority to issue is Two Hundred and Forty-two Million
(242,000,000); the total number of shares of Preferred Stock shall be
Two Million (2,000,000) and each such share shall have a par value of
$.01; and the total number of shares of Common Stock shall be Two
Hundred and Forty Million (240,000,000)and each such share of Common
Stock shall have a par value of $.01.
SECOND: Said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its President and attested by its Assistant Secretary this 18th day of
May, 2000.
TIFFANY & CO.
/s/ Michael J. Kowalski
Attest: By: ____________________________
Michael J. Kowalski
/s/ Tarz F. Palomba President
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Tarz F. Palomba
Assistant Secretary
