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: May 31, 2006

                                  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 2.02.      Results of Operations and Financial Condition.

On May 31, 2006,  Registrant  issued a press  release  announcing  its unaudited
earnings and results of operations for the first quarter ended April 30, 2006. A
copy of the May 31,  2006 press  release is attached  hereto as Exhibit  99.1 to
this Form 8-K.

The information in this Current Report on Form 8-K is being  furnished  pursuant
to Item 2.02 Results of Operations and Financial  Condition.  In accordance with
General Instruction B.2 of Form 8-K, the information in this report shall not be
deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act of
1934, as amended (the "Exchange  Act"), or otherwise  subject to the liabilities
of that section,  nor shall it be deemed incorporated by reference in any filing
under the  Securities  Act of 1933, as amended,  or the Exchange Act,  except as
expressly stated by specific reference in such filing.


Item 9.01.      Financial Statements and Exhibits.

    (c)         Exhibits

                99.1  Press Release dated May 31, 2006.






                                    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:  May 31, 2006





                                  EXHIBIT INDEX


Exhibit No.     Description

99.1            Text of Press Release issued by Tiffany & Co., dated
                May 31, 2006.