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

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

                                    FORM 8-K

                                 CURRENT REPORT

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

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


                        Date of Report: December 15, 2004

                                  TIFFANY & CO.

             (Exact name of Registrant as specified in its charter)



          Delaware                  1-9494                13-3228013
(State or other jurisdiction     (Commission           (I.R.S. Employer 
     of incorporation)           File Number)         Identification No.)


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


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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))






Item 8.01  Other Events.

In accordance with the Registrant's  obligations  under Securities  Exchange Act
Rule 14e-2,  Registrant  issued the following press release on December 15, 2004
with  respect  to a tender  offer  for less than five  percent  of  Registrant's
outstanding Common Stock at a price below market.

A copy of the December 15, 2004 press release is attached hereto as Exhibit 99.1
to this Form 8-K.


Item 9.01  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)   Exhibits

           99.1 Press Release dated December 15, 2004

                                                                    







                                    SIGNATURE

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

                                          TIFFANY & CO.


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



Date:  December 16, 2004