Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  NICOLETTI RALPH J
2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2014
3. Issuer Name and Ticker or Trading Symbol
TIFFANY & CO [TIF]
(Last)
(First)
(Middle)
727 FIFTH AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PRINCIPAL FINANCIAL OFFICER
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
No Securities Beneficially Owned 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (1)   (2) 03/19/2024 Common Stock 29,976 $ 92.79 D  
Restricted Stock Units (1)   (3)   (3) Common Stock 16,166 $ 0 (3) D  
Performance-based Restricted Stock Units (1)   (4)   (4) Common Stock 16,166 $ 0 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NICOLETTI RALPH J
727 FIFTH AVENUE
NEW YORK, NY 10022
      PRINCIPAL FINANCIAL OFFICER  

Signatures

/s/ Leigh M. Harlan, Attorney-in-Fact 04/10/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16(b)-3.
(2) The option vests in four equal annual installments on March 19, 2015, 2016, 2017 and 2018.
(3) The restricted stock units convert to the company's common stock on a one-for-one basis and will vest in a single installment on the third anniversary of the grant date, March 19, 2017, assuming continued employment.
(4) All or a percentage of the units will be converted to common stock if issuer satisfies financial performance criteria for the three-year performance period ending January 31, 2017. Performance-based restricted stock units not eligible for conversion at the end of the performance period will be canceled.
(5) The performance-based restricted stock units convert to the company's common stock on a one-for-one basis.

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