Exhibit 10.49

INDEMNITY AGREEMENT

This Agreement is made as of the day of March, 2005 between TIFFANY & CO., a Delaware corporation (the "Corporation") and the undersigned (the "Indemnitee"), with reference to the following facts:

A. The Indemnitee is currently serving as a director and/or has in the past served as, is currently serving as or in the future may serve as an officer, director, partner, employee, agent, trustee or fiduciary ( a "Company Agent") of the Corporation and/or of one or more corporations now or hereafter owned, whether wholly or partially, directly or indirectly, by the Corporation (hereinafter referred to collectively as "Subsidiaries"). In each such case with respect to service to a Subsidiary, the Indemnitee is so serving at the request of the Corporation.

B. The By-Laws of the Corporation require indemnification of directors and officers of the Corporation and persons who, at the request of the Corporation, serve as directors and officers of another corporation, partnership, joint venture, trust or other enterprise to the fullest extent permitted by the laws of the State of Delaware.

C. The indemnification provisions of Section 145 of the Delaware General Corporation Law and of the By-Laws of the Corporation specifically provide that they are not exclusive and thereby contemplate that agreements may be entered into between the Corporation and directors and officers of the Corporation or others who serve as directors and/or officers of any Subsidiary with respect to the indemnification of such persons.

D. In addition to the indemnification to which the Indemnitee is entitled pursuant to the By-Laws of the Corporation, and as additional consideration for the Indemnitee's service, the Corporation furnishes at its expense directors' and officers' liability insurance ("D&O Insurance") protecting the Indemnitee in connection with such service.

E. Recent developments with respect to the cost, terms and availability of D&O Insurance and with respect to the application, amendment and enforcement of statutory and by-law indemnification provisions generally have raised questions concerning the adequacy and reliability of the protection afforded thereby.

F. In recent years, litigation seeking to impose liability on directors and officers of corporations, particularly publicly held corporations, has become commonplace. Such litigation is extremely expensive to defend, with defense costs frequently amounting to hundreds of thousands, and sometimes millions, of dollars. In many cases, costs of defense far exceed the means of individual defendants, even if they are ultimately vindicated on the issue of individual liability or wrongdoing. In addition, in view of the costs and uncertainties of litigation, it is often prudent to settle such claims. While settlements are frequently for only a small fraction of the amount claimed, they may nonetheless exceed the financial resources of individual defendants. Finally, the

specter of possible liability for millions of dollars based on novel or unforeseen interpretations of law can be a significant deterrent to persons accepting positions of responsibility with a public corporation.

G. The Corporation desires that the Indemnitee remain free in his or her service to the Corporation, or to any Subsidiary or to any other corporation, partnership, joint venture, association, employee benefit plan, trust or other enterprise or organization to which the Indemnitee renders services as a Company Agent at the request of the Corporation (hereinafter an "Other Enterprise") to exercise his or her best judgment in the performance of his or her duties without undue concern for litigation claims for damages arising out of or related to the performance of such duties and expenses related thereto.

NOW THEREFORE, in order to induce the Indemnitee to continue to serve at the request of the Corporation as a Company Agent of the Corporation, any Subsidiary or Other Enterprise, and in consideration for his or her continued service, the Corporation hereby agrees to indemnify the Indemnitee as follows:

1. Indemnification of the Indemnitee.

1.1 General Indemnity Obligation. The Corporation hereby agrees to hold harmless and indemnify the Indemnitee, subject to Sections 1.3 and 2 hereof, for any amount which the Indemnitee is or becomes legally obligated to pay because of any claim or claims made against him or her, because of any act or omission or neglect or breach of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers or permits to occur while acting in any capacity as a Company Agent of the Corporation, any Subsidiary or any Other Enterprise, in any such case whether the basis of such Proceeding, as such term is hereinafter defined, is alleged action or inaction in an official capacity as such Company Agent or in any other capacity while serving as a Company Agent and also in any such case whether or not the Indemnitee is acting or serving in such Capacity at the date hereof, at the time liability is incurred or at the time the claim is asserted. The payments which the corporation shall be obligated to make hereunder shall include, inter alia, all damages, liabilities, losses, costs, charges, expenses (including fees and disbursements of attorneys, accountants and other experts), judgments, penalties, and fines, excise taxes (including excise taxes arising under the Employment Retirement Income Security Act ("ERISA")), costs of attachment or similar bonds, amounts paid or to be paid in settlement that are reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or satisfaction of any threatened, pending or completed action, suit, claim, investigation, arbitration or proceeding (whether civil, criminal, administrative or investigative and whether before a court or arbitrator or before or involving a governmental, administrative or private entity), including without limitation an action by or in the right of the Corporation, and appeals therefrom (a "Proceeding").

1.2 Indemnification for Serving as Witness. Notwithstanding any other provision of this Agreement, the Corporation shall indemnify the Indemnitee against all costs, charges and expenses (including fees and disbursements of attorneys, accountants and other experts) actually

and reasonably incurred by the Indemnitee in connection with the preparation to serve or service as a witness in any Proceeding to which the Indemnitee is not a party if such actual or proposed service as a witness arose by reason of the Indemnitee having served as a Company Agent of the Corporation, any Subsidiary or any Other Enterprise.

1.3 Affirmative Actions By the Indemnitee. Notwithstanding anything herein to the contrary, except as provided in Section 6 with respect to Proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify the Indemnitee in connection with a Proceeding (or a part thereof) initiated by the Indemnitee only if such Proceeding (or part thereof) was authorized or is later ratified by the Board of Directors of the Corporation.

1.4 Payment of Indemnification. The Corporation will from time to time pay to the Indemnitee amounts to which he is entitled under the terms of this Agreement notwithstanding the fact that the Indemnitee is indemnified pursuant to any D&O Insurance purchased and maintained by the Corporation, any Subsidiary or any Other Enterprise for the benefit of the Indemnitee or is otherwise entitled to indemnification from any other source, provided the Indemnitee complies with Sections 4 and 5 hereof.

2. Limitations of the Indemnity

(a) No indemnity shall be paid by the Corporation pursuant to the provisions of this Agreement if, prior to the date of payment thereof, a final determination that such indemnification is not lawful shall have been made pursuant to Section 6 hereof or full payment thereof has theretofore been made to the Indemnitee pursuant to D&O Insurance or by the Corporation otherwise than pursuant to this Agreement.

(b) In addition, no indemnity shall be paid by the Corporation pursuant to Section 1.1 or 6 hereof:

(i) in respect of a claim based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled;

(ii) for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934;

(iii) on account of the Indemnitee's conduct if and only if it has been finally determined pursuant to Section 6 hereof that (A) the Indemnitee committed acts of active and deliberate dishonesty with actual dishonest purpose and intent and (B) such acts are material or were material to the cause of action against the Indemnitee with respect to which indemnification is sought hereunder; or

(iv) for a violation of Section 174 of the Law.

3. Advancement and Repayment of Expenses. Costs, charges and expenses
(including fees and disbursements of attorneys, accountants and other experts) incurred by the Indemnitee in defending or investigating a Proceeding as set forth in Section 1.1 hereof or preparing to serve or service as a witness in any Proceeding under Section 1.2 hereof or in connection with any action initiated pursuant to Section 6 hereof shall be paid by the Corporation in advance of the final disposition of such matter, provided the Indemnitee shall undertake in writing to repay any such advances in the event that a final determination pursuant to Section 6 hereof is made that the Indemnitee is not entitled to indemnification under this Agreement.

4. Subrogation. In the event of any payment under this Agreement to or on behalf of the Indemnitee, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against any person other than the Corporation or the Indemnitee in respect of the claim giving rise to such payment and the Indemnitee shall execute all papers reasonably required and shall do every thing reasonably necessary to secure such rights, including the execution of such documents reasonably necessary to enable the Corporation effectively to bring suit to enforce such rights.

5. Notification and Defense of Claim. The Indemnitee shall give to the Corporation notice in writing as soon as practicable of any claim made against him or her for which indemnity will or could be sought under this Agreement. Notice to the Corporation shall be directed to Tiffany & Co., 600 Madison Avenue, New York, New York 10022, attention: General Counsel (or such other address as the Corporation shall designate in writing to the Indemnitee). Failure of the Indemnitee to give such notice shall not relieve the Corporation of its obligations hereunder, except to the extent the Corporation is actually damaged as a result thereof.

With respect to a Proceeding of which the Corporation is so notified:

(a) the Corporation will be entitled to participate therein at its own expense; and

(b) except as otherwise provided below in this Section 5, the Corporation will be entitled to assume the defense thereof, with legal counsel reasonably acceptable to the Indemnitee.

After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than reasonable costs of investigation or as otherwise provided below in this Section 5 or in Section
7.4. The Indemnitee shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the

Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in (ii) above.

6. Determination of Right to Indemnification. If a claim for indemnification or advancement of expenses pursuant to this Agreement is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, such indemnification or advancement of expenses is not lawful or is not permitted by the provisions of Section 2 of this Agreement.. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that indemnification is not lawful or is not permitted hereunder, shall create a presumption, be considered a final determination for purposes of
Section 2(a) above or otherwise be considered as an indication that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise, shall be on the Corporation. The Corporation and Indemnitee agree that any action to determine the rights and obligations of the Indemnitee and the Corporation under this Agreement or an undertaking with respect to the advancement of expenses hereunder shall be brought only in the Court of Chancery of the State of Delaware, which shall be the sole jurisdiction and venue therefor; and each of the parties hereby waives any objection thereto. A decision of such court shall not constitute a final determination for purposes of this Agreement until such decision has become final and is no longer subject to appeal.

7. Miscellaneous Provisions.

7.1 Successors and Assigns. This Agreement shall be binding upon all successors and assigns of the Corporation (including any transferee of all or substantially all of its assets and any successor by merger or operation of law) and shall inure to the benefit of the heirs, personal representatives, executors, administrators or assigns of the Indemnitee.

7.2 Savings Clause. Each of the provisions of this Agreement is a separate and distinct

agreement and independent of the others. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, this Agreement shall be deemed to be modified to the least extent possible to make it valid and enforceable and the Corporation shall nevertheless indemnify the Indemnitee to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated and to the fullest extent permitted by applicable law.

7.3 Rights Not Exclusive; Continuation of Right of Indemnification. Nothing herein shall be deemed to diminish or otherwise restrict the Indemnitee's rights to indemnification under any provision of the Certificate of Incorporation or By-Laws of the Corporation, any agreement, vote of stockholders or of Disinterested Directors, applicable law or otherwise. This Agreement shall continue until and terminate upon the later of (i) the tenth anniversary after the Indemnitee has ceased to occupy any of the positions or have any of the relationships described in Section 1.1 of this Agreement or (ii) the final termination or resolution of all proceedings with respect to the Indemnitee commenced during such 10 year period.

7.4 Obligations of Indemnitee to Cooperate. The Indemnitee shall cooperate with the Corporation with respect to any Proceeding that is the subject of a claim for indemnification hereunder as the Corporation may reasonably require and with any person or entity making a determination of the Indemnitee's entitlement to indemnification pursuant to Section 6(a) or 6(e) hereof. The Indemnitee shall provide to the Corporation or the person or entity responsible for making the Section 6(a) or 6(e) determination upon reasonable advance request any documentation or information reasonably available to the Indemnitee and necessary to (i) the Corporation with respect to any Proceeding or claim by the Indemnitee for indemnification or (ii) to the person or entity responsible for making the Section 6(a) or 6(e) determination with respect to such determination, as the case may be. Any costs or expenses (including fees and disbursements of attorneys, accountants and other experts) incurred by the Indemnitee in so cooperating with the Corporation or with the person or entity making such determination or in cooperating with the Corporation under Section 4 hereof shall be borne by the Corporation (irrespective of the determination as to the Indemnitee's entitlement to indemnification under this Agreement) and the Corporation hereby agrees to indemnify and hold harmless the Indemnitee therefrom.

7.5 Contributions. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to the Indemnitee in whole or in part, the parties agree that, in such event, the Corporation shall contribute to payment of the Indemnitee's losses in an amount that is just and equitable in the circumstances, taking into account, among other things, contributions by other directors and officers of the Corporation pursuant to Indemnity Agreements or otherwise. The Corporation and the Indemnitee agree that, except for losses incurred by an Indemnitee attributable to conduct on the part of the Indemnitee described in Section 2(b), it would not be just and equitable for the Indemnitee to contribute to the payment of losses arising out of any Proceeding in an amount greater than: (i) in a case where the Indemnitee is a Director of the Corporation, but not an officer of the Corporation, an amount equal to five (5) times the amount of fees paid to the Indemnitee for serving as a director during the 12 months preceding the

commencement of such Proceeding; or (ii) in a case where the Indemnitee is a Director and an officer of the Corporation, the amount set forth in clause (i) plus 25% of the aggregate cash compensation paid to the Indemnitee for service in such office(s) during said 12 months; or (iii) in a case where the Indemnitee is an officer of the Corporation, 25% of the aggregate cash compensation paid to the Indemnitee for service in such office(s) during said 12 months. The Corporation shall contribute to the payment of losses covered hereby to the extent not payable by the Indemnitee pursuant to the contribution provisions set forth in the preceding sentence.

7.6 Subsequent Amendment. No amendment, termination or repeal of Article VI of the Corporation's By-Laws, Article EIGHTH of the Corporation's Certificate of Incorporation, or any successor Articles thereto, or of any relevant provision of the Delaware General Corporation Law or any other applicable laws shall affect or diminish in any way the rights of the Indemnitee to indemnification or the obligations of the Corporation arising under this Agreement whether the alleged actions or conduct of the Indemnitee giving rise to the necessity of such indemnification arose before or after any such amendment, termination or repeal.

7.7 Governing Law. This Agreement shall be governed by and construed in accordance with Delaware Law.

7.8 Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the construction thereof.

7.9 Identical Counterparts. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one instrument.

[THE BALANCE OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]

7.10 Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and signed as of the day and year first above written.

TIFFANY & CO.

By: _____________________________
Name: Patrick B. Dorsey
Title: Senior Vice President,
Secretary and General Counsel

INDEMNITEE

Exhibit 10.109

SUMMARY OF INFORMAL INCENTIVE CASH BONUS PLAN FOR MANAGERIAL EMPLOYEES

Registrant's principal subsidiary, Tiffany and Company, and most of Registrant's other direct and indirect subsidiaries, provide incentive cash bonus compensation to management employees through an informal arrangement which is not evidenced in a plan document or written contracts.

Such compensation is provided on a fiscal year basis and requires employment throughout the fiscal year.

Senior officers (Senior Vice Presidents and up) who are subject to incentive award agreements under the 1998 Employee Incentive Plan (the chief executive officer, the president, and the executive vice presidents) do not participate in this informal plan. Other senior officers do participate in this informal plan.

The opportunity for bonus participation is defined by the target bonus assigned to the employee. Target bonuses for senior officers (other than those subject to incentive award agreements) are 50% of salary for fiscal year 2005 and range from 10% to 30% of salary for management employees below the level of senor officer.

The actual bonus payout is determined by two factors for any fiscal year:
individual and organizational performance. However, the weighting of these two factors varies by level.

For senior officer participants in this informal plan, the organizational performance factor is weighted 100%. In the past, the Compensation Committee of the Board of Directors has assessed this performance factor on the same scale applied to those subject to incentive award agreements. Accordingly, senior officer participants in this informal plan have received awards that are equivalent, as a percentage of target bonus, to those subject to incentive award agreements under the 1998 Employee Incentive Plan and organizational performance has been measured by the consolidated financial results of Registrant. However, neither the Registrant, Tiffany and Company nor the Compensation Committee has committed to continuation of this practice.

For non-senior management participants in this informal plan, organizational/individual performance is weighted 40/60 for vice presidents and 30/70 for other management employees. Individual performance (without regard for organizational performance) can account for a range of between 45-75% of target for vice presidents and 53-88% for other management. Organizational performance may be determined, depending upon the position in question, at the consolidated level or a lower level. However, the total budget for the organizational component remains at the discretion of senior officers and will be evaluated on

Exhibit 10.114

1994 TIFFANY AND COMPANY
SUPPLEMENTAL RETIREMENT INCOME PLAN
AMENDED AND RESTATED AS OF MARCH 7, 2005

WHEREAS, Tiffany and Company, a New York Corporation, does hereby intend by the following instrument to establish an unfunded supplemental retirement plan for the benefit of a select group of management or highly compensated employees; and

WHEREAS, Tiffany and Company recognizes that certain executives possess an intimate knowledge of the business and affairs of Tiffany and Company and its policies, methods, personnel and problems and that the contributions of these executives are essential to the company's continued growth and success; and

WHEREAS, Tiffany and Company wants to provide selected executives with supplemental retirement income in order to induce selected executives to remain employed by Tiffany and Company until their retirement; and

WHEREAS, Tiffany and Company replaced its prior Supplemental Retirement Income Plan which became effective the 20th day of October, 1989 with this Plan; and

WHEREAS, Tiffany revised this Plan this effective September 18, 2003, which revisions are reflected in this document;

NOW, THEREFORE, to carry the above intentions into effect, and intending to be legally bound hereby, Tiffany and Company does enter into this Plan effective the 1st day of February, 1994.

This Plan shall be known as the
1994 TIFFANY AND COMPANY

SUPPLEMENTAL RETIREMENT INCOME PLAN

ARTICLE I
DEFINITIONS

FOR THE PURPOSES OF THIS PLAN, THE FOLLOWING CAPITALIZED TERMS AND PHRASES SHALL HAVE THE MEANINGS ASCRIBED TO THEM BELOW:

1.1 "ACTUARIAL EQUIVALENT" means the equivalent value of each form of payment, computed in accordance with accepted actuarial principles and on the basis of the same factors then required for use under the Pension Plan and the Excess Plan for the computation of the Participant's Pension Benefit.

1.2 "ADMINISTRATOR" means the individual appointed to administer the Plan pursuant to Article VII.

1.3 "AVERAGE FINAL COMPENSATION" means, with respect to a Participant, his average Compensation during those five years of his last ten years of Creditable Service in which his Compensation was highest. If an Employee has less than five years of Creditable Service or less than five Plan Years in which he accrued Creditable Service, as the case may be, his or her "Average Final Compensation" shall be computed as the average of his or her Compensation over all such years.

1.4 "BENEFICIARY" means the person, persons, trust or other entity, designated by written revocable designation filed with the Administrator by the Participant to receive payments under this Plan in the event of the Participant's death. In the event Participant fails to effectively make such a designation, the Beneficiary shall be the personal representative of the Participant's estate.

1.5 "BENEFIT" means, with respect to each Participant, the benefit to which Participant is entitled under Sections 3.2 or 3.3 of this Plan.

1.6 "CLAIMANT" means any Participant or Beneficiary who files a claim for benefits, either directly or through an authorized representative, under
Section 7.7 of this Plan.

1.7 "COMMITTEE" means the Compensation Committee of the Board of Directors of Tiffany & Co., a Delaware corporation, which shall have authority over this Plan.

1.8 "CODE" means the Internal Revenue Code of 1986, as amended from time to time.

1.9 "COMPENSATION" means the actual base salary paid to Participant for services rendered to the Employer (exclusive of amounts attributable to the exercise of employee stock options), including straight time for all hours worked, commissions, bonuses, premiums and incentives (in the case of any Employee shown in the attached Schedule "A", the reference to Employer for purposes of this Section 1.9 only shall also refer to Affiliates of the Employer prior to October 15, 1984; for the purposes of this Section 1.9 "Affiliate"

      shall mean any member of the controlled group of companies of which the
      Employer was a member within the meaning of Section 414(b), (c) and (m) of
      the Code at such prior time) including any pre-tax elective deferrals to
      any Employer sponsored retirement savings plan or cafeteria plan,
      qualified pursuant to Section 401(k) or Section 125 of the Code, and any
      pre-tax elective deferrals to the Tiffany and Company Executive Deferral
      Plan, but excluding all other Employer contributions to benefit plans and
      all other forms of remuneration or reimbursement.

1.10  "CREDITABLE SERVICE" means "Creditable Service" under the Pension Plan.

1.11  "DISABILITY" means an illness or injury which prevents a Participant from
      performing the Participant's occupation. Disability shall be determined in
      a uniform manner by the Administrator, provided, however, that no illness
      or injury shall be deemed a disability for the purposes of this Plan
      unless the Participant would be entitled to continue to be treated as a
      "Participant" under the terms of the Pension Plan and to continue to
      accrue "Creditable Service" under the terms of the Pension Plan during the
      continuation of such illness or injury.

1.12  "EARLY RETIREMENT" means the first day of the month following, or
      coincident with, severance from full-time employment (other than by reason
      of death) by a Participant (i) after attaining age sixty (60) and (ii)
      with at least fifteen (15) consecutive Years of Service with Employer;
      provided, however, that in the event a former Participant is Vested by
      reason of a "Change in Control" (as that term is defined in Section 6.2
      below), item (ii) of this Section 1.11 shall not be applicable.

1.13  "EFFECTIVE DATE" means February 1, 1994.

1.14  "ELIGIBLE EMPLOYEE" means an employee of an Employer appointed an officer
      of Tiffany & Co., a Delaware corporation, and having the title of "Chief
      Executive Officer," "President", "Executive Vice President" or "Senior
      Vice President" and such other highly compensated employees identified and
      approved by the Committee from time to time.

1.15  "EMPLOYER" means Tiffany and Company and any successor organization, or
      any other business entity which adopts this Plan with consent of the Board
      of Directors of Tiffany & Co., a Delaware corporation.

1.16  "EMPLOYMENT" means the status of being employed by Employer including
      periods of active employment and other periods for which the Eligible
      Employee is listed as an employee of Employer in the payroll records of
      Employer and periods during which the Eligible Employee is on a Leave of
      Absence and "EMPLOYED" means of the status of Employment.

1.17  "ENTRY DATE" means February 1, 1994 and each January 1 of each calendar
      year thereafter.

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1.18  "EXCESS PLAN" means the 2004 Tiffany and Company Un-Funded Retirement
      Income Plan to Recognize Compensation in Excess of Internal Revenue Code
      Limits.

1.19  "LEAVE OF ABSENCE" means any absence from employment, with or without pay,
      authorized by Employer which would not result, on the first anniversary of
      the first day of such continuing period of absence, in a "Discontinuance
      of Active Employment Date" under the Pension Plan.

1.20  "PARTICIPANT" means any Eligible Employee who has met the conditions for
      participation as set forth in Article II.

1.21  "PLAN" means the 1994 Tiffany and Company Supplemental Retirement Income
      Plan as described in this instrument, as amended from time to time.

1.22  "PLAN YEAR" means a "Plan Year" under the Pension Plan.

1.23  "PENSION BENEFIT" means, with respect to each Participant, the annual
      retirement allowance to which Participant is entitled at Retirement
      payable from the Pension Plan and the Excess Plan and actuarially
      determined on the basis of an annuity for Participant's life utilizing
      actuarial assumptions as pertain for all other purposes of said Pension
      Plan and the Excess Plan whether or not such retirement allowance is
      actually paid, and regardless of any optional form of benefit payment
      elected under the Pension Plan and the Excess Plan by said Participant.

1.24  "PENSION PLAN" means the Tiffany and Company Pension Plan as such Pension
      Plan may be amended from time to time.

1.25  "PERMITTED RETIREMENT" means, with respect to each Participant, the
      earlier of the date on which he takes Early Retirement or Retirement.

1.26  "RETIREMENT" means any severance from full-time employment by a
      Participant or former Participant (other than by reason of death) after
      attaining Retirement Age.

1.27  "RETIREMENT AGE" means age sixty-five (65).

1.28  "SOCIAL SECURITY BENEFIT" means the amount of the Participant's
      anticipated unreduced primary insurance benefit under Title II of the
      Federal Social Security Act computed on the basis of such Act in effect at
      Permitted Retirement, and consisting of that annual amount to which the
      Participant would upon proper application be entitled at Retirement Age
      irrespective of earnings he may be receiving or might receive in excess of
      any limit on earnings for full entitlement to such benefit. When used in
      connection with the computation of a Benefit payable under Section 3.3 of
      the Plan, "Social Security Benefit" shall mean the said Social Security
      Benefit computed on the assumption that the

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      Participant will continue to receive Compensation until age 65 for
      purposes of Social Security in the same amount as in effect on the date of
      his Permitted Retirement. With respect to periods for which the
      Participant's actual compensation for Social Security purposes is not
      available, the Social Security Benefit shall be calculated on the
      assumption that the Participant has compensation for Social Security
      purposes after 1951, or age 22 if later, and prior to his or her last date
      of hire or rehire by Employer which increased 6 percent (6%) each year to
      his or her Compensation on such date of hire or rehire by Employer.

1.29  "VESTED" means that portion of a Participant's Benefit to which the
      Participant has a nonforfeitable right as defined in Section 3.6.

1.30  "YEAR OF SERVICE" means a year of Creditable Service.

                                   ARTICLE II
                            PARTICIPATION IN THE PLAN

2.1   Commencement of Participation. Each Eligible Employee who is an Eligible
      Employee on an Entry Date shall become a Participant in the Plan as of the
      first day of such Plan Year.

2.2   Procedure For and Effect of Admission. Each individual who becomes
      eligible for admission to participate in this Plan shall complete such
      forms and provide such data as are reasonably required by the Employer as
      a condition of such admission and will, on the request of Employer, submit
      to a physical examination by a physician and make such applications for
      life insurance in order that the Employer may, if Employer determines to
      do so, obtain a policy of life insurance for the benefit of Employer on
      the life of such individual in such amounts as Employer shall, in its sole
      discretion, determine to be necessary or desirable. By becoming a
      Participant, each individual shall for all purposes under this Plan be
      deemed conclusively to have assented to the provisions of this Plan and
      all amendments hereto and to the termination of the pre-existing Tiffany
      and Company Supplemental Retirement Income Plan which pre-existing plan
      became effective the 20th day of October, 1989.

2.3   Cessation of Participation. Subject to Section 2.4 below, Participant
      shall cease to be a Participant the earlier of: (i) the date on which the
      Plan terminates, or (ii) the date on which he terminates Employment with
      an Employer. A former Participant will be deemed a Participant, for all
      purposes of this Plan, as long as such former Participant retains a Vested
      interest pursuant to the terms of Article III.

2.4   Disability. In the event a Participant incurs a Disability while Employed
      (whether or not such Disability arises out of such Employment), and for so
      long as such Disability continues, such Participant shall continue to be a
      Participant hereunder until the earlier of (i) Participant's death, (ii)
      Participant's Permitted Retirement or (iii) the cessation of such

                                       5

      Disability, and Participant's Compensation in the last 12 months of his
      active Employment shall be deemed to be his Compensation for the purposes
      of this Plan during the period of such Disability.

                                   ARTICLE III
                                  PLAN BENEFITS

3.1   Overriding Limitation. Except as provided in this Section 3.1, under no
      circumstances will a Participant or a former Participant be entitled to a
      Benefit under this Plan unless and until Participant becomes entitled to
      payment of a Pension Benefit. In the event the Pension Plan and/or the
      Excess Plan shall have been terminated as of the time a Pension Benefit
      would have become payable under the Pension Plan to Participant, the
      Benefit under this Plan shall be calculated by application, by means of
      the formula set forth in Section 3.2 below, of the Pension Benefit which
      would have been payable to Participant under the Pension Plan and the
      Excess Plan as in effect on January 1, 2004, and if Participant would not
      have been entitled to a Pension Benefit under the Pension Plan as in
      effect on January 1, 2004 as of the date a Benefit would otherwise become
      payable hereunder, no Benefit shall be payable under this Plan.

3.2   Retirement Benefit. Commencing the first day of a month within sixty (60)
      days of Retirement, Employer will pay a Participant an annual Benefit
      calculated on the basis of such Participant's Years of Service and Average
      Final Compensation using the following table and then by subtracting

                      BENEFIT AS A
                      PERCENTAGE OF
                      PARTICIPANT'S AVERAGE
YEARS OF SERVICE      FINAL COMPENSATION
25 or more            60%
20-24                 50%
15-19                 35%
10-14                 20%
less than 10          nil%

3.3 Early Retirement Benefit. In lieu of the Benefit provided under Section 3.2 above, commencing the first day of a month within sixty (60) days of Early Retirement, Employer will pay a Participant a Benefit. The annual amount of such Benefit shall be the annual Benefit stated in Section 3.2 reduced by 1/12 of 5 percent for each month that Participant's Early Retirement date precedes the date that such Participant would reach Retirement Age.

3.4 Optional Benefits in Lieu of Regular Benefits. A Participant under this Plan shall be

deemed to have elected that the Benefit payable under this Plan be payable in the same form of benefit that the Participant has elected or is deemed to have elected under the Pension Plan, to wit, either as a annuity for the life of the Participant or the Actuarial Equivalent thereof paying a proportionately reduced Benefit during his life, with the provision that after his death an allowance of 50%, 66-2/3%,75% or 100% of the rate of his reduced allowance, at his designation, shall continue during the life of, and shall be paid to, the beneficiary designated by him at the time of electing the option. Any election, notice or designation made or given by the Participant under the Pension Plan shall be deemed an election, notice or designation made or given by the Participant under this Plan and any change or revocation of an election, notice or designation made under the Pension Plan (whether automatic or voluntary) shall be deemed to be a change or revocation under this Plan. All time limitations for making elections or designations or giving notice under the Pension Plan with respect to any form of benefit shall be applicable under this Plan. Any designation of a beneficiary made under this Plan shall be subject to the same limitations and spousal consent and spousal waiver requirements as would apply to a comparable designation under the Pension Plan, provided, however that the Committee may, in its discretion, require that any spousal consent or waiver address this Plan specifically.

3.5 Termination of Employment. No Benefit shall be or become payable to a Participant if the Participant ceases to be a Participant prior to obtaining a Vested interest with respect to his Benefit.

3.6 Vesting and Forfeiture of Vested Benefits. Subject to Section 3.1 above, a Participant shall have a Vested interest with respect to his Benefit upon Permitted Retirement or upon a Change in Control pursuant to Article VI, provided that if a Participant's benefit under the Excess Plan is forfeited as provided for in Section 3.12 of the Excess Plan then any Benefit that would otherwise be payable to a Participant or to the beneficiary of any Participant under this Plan shall be likewise forfeited; any decision regarding such forfeiture made under or pursuant to the provisions of the Excess Plan shall be binding for all purposes of this Plan.

3.7 Adjustment, Amendment, or Termination of Benefit. Notwithstanding any other provision to the contrary, the Employer may not adjust, amend, or terminate its obligations to a Participant under this Article III subsequent to that date on which Participant obtains a Vested interest pursuant to Section 3.6 above except as expressly provided in Section 3.6 above.

3.8 Tax Withholding. To the extent required by the law in effect at the time benefits are distributed pursuant to this Article III, the Employer or its agents shall withhold any taxes required by the federal or any state or local government from payments made hereunder.

ARTICLE IV
UNFUNDED PLAN

4.1 Unfunded Benefits. Benefits are payable as they become due irrespective of any actual investments the Employer may make to meet its obligations. Neither the Employer, nor any trustee (in the event the Employer elects to use a grantor trust to accumulate funds) shall be obligated to purchase or maintain any asset including any life insurance policy. To the extent a Participant or any person acquires a right to receive payments from the Employer under this Plan, such right shall be no greater than the right of any unsecured creditor of the Employer.

ARTICLE V
AMENDMENT AND TERMINATION

5.1 Plan Amendment. Subject to Sections 3.6 and 3.7, this Plan may be amended in whole or in part by the Employer at any time.

5.2 Plan Termination. Subject to Sections 3.6 and 3.7, the Employer reserves the right to terminate this Plan at any time but only in the event that the Employer, in its sole discretion, shall determine that the economics of the Plan have been adversely and materially affected by a change in the tax laws, other government action or other event beyond the control of the Participant and the Employer or that the termination of the Plan is otherwise in the best interest of Employer.

ARTICLE VI
CHANGE IN CONTROL

6.1 Benefits in the Event of a Change in Control. In the event a Change in Control, as defined in Section 6.2, occurs, each Participant shall become Vested in his Benefit. For purposes of computing the Benefit under Section 3.2, Years of Service shall be actual Years of Service, except that, in the case of a Participant having less than ten (10) Years of Service at the time of such Change of Control, such Benefit will be calculated using the greater of ten (10) Years of Service or actual Years of Service. A Change of Control shall not accelerate the date on which any person is entitled to receive a Benefit under this Plan, alter the overriding limitation set forth in Section 3.1 above or relieve Participant from the forfeiture provisions of Section 3.6 above.

6.2 Definition of Change in Control. A "Change in Control" shall be deemed to have occurred if: (A) any person or group of persons acting in concert acquires thirty-five percent (35%) in voting power or amount of the equity securities of Tiffany & Co., a Delaware corporation ("Tiffany-Delaware"), (including the acquisition of any right, option, warrant or other right to obtain such voting power or amount, whether or not presently exercisable); (B) individuals who constitute the Board of Directors of Tiffany-Delaware on February 1, 1994 (the "Incumbent Board") cease for any reason to constitute

at least a majority of such Board of Directors, provided that any individual becoming a director subsequent to the date February 1, 1994 whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of Tiffany-Delaware in which such individual is named as a nominee for director) shall be, for the purposes of this subsection (B), considered as though such individual were a member of the Incumbent Board; or (C) any other circumstance with respect to a change in control of Tiffany-Delaware occurs which the Compensation Committee of the Board of Directors of Tiffany-Delaware deems to be a Change in Control of Tiffany-Delaware. As used herein, the word "person" shall mean an individual or an entity.

ARTICLE VII
ADMINISTRATION

7.1 Appointment of Administrator. The Employer is the named fiduciary of the plan for which this document is the written instrument. The Employer shall appoint, on behalf of all Participants, an Administrator. The Administrator may be removed by the Employer at any time and he may resign at any time by submitting his resignation in writing to the Employer. A new Administrator shall be appointed as soon as possible in the event that the Administrator is removed or resigns from his position. Any person so appointed shall signify his acceptance by filing a written acceptance with the Employer.

7.2 Administrator's Responsibilities. The Administrator is responsible for the day to day administration of the Plan. He may appoint other persons or entities to perform any of his functions. Such appointment shall be made and accepted by the appointee in writing and shall be effective upon the written approval of the Employer. The Administrator and any such appointee may employ advisors and other persons necessary or convenient to help him carry out his duties including his fiduciary duties. The Administrator shall have the right to remove any such appointee from his position.

7.3 Records and Accounts. The Administrator shall maintain or shall cause to be maintained accurate and detailed records of Participants and of their rights under the Plan. Such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by the Employer and by persons designated thereby.

7.4 Administrator's Specific Powers and Duties. In addition to any powers, rights and duties set forth elsewhere in the Plan, the Administrator shall have the following powers and duties:

A. To adopt such rules and regulations consistent with the provisions of the Plan;

B. To enforce the Plan in accordance with its terms and any rules and regulations he establishes;

C. To maintain records concerning the Plan sufficient to prepare reports, returns and other information required by the Plan or by law;

D. To construe and interpret the Plan and to resolve all questions arising under the Plan;

E. To direct the Employer to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan;

F. To be responsible for the preparation, filing and disclosure on behalf of the Plan of such documents and reports as are required by any applicable federal or state law.

7.5 Employer's Responsibility to Administrator. The Employer shall furnish the Administrator such data and information as he may require. The records of the Employer shall be determinative of each Participant's period of employment, termination of employment and the reason therefore, leave of absence, reemployment, years of service, personal data, and compensation levels. Participants and their Beneficiaries shall furnish to the Administrator such evidence, data, or information, and execute such documents as the Administrator requests.

7.6 Liability. Neither the Administrator nor the Employer shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to his own fraud or willful misconduct; nor shall the Employer be liable to any person for such action unless attributable to fraud or willful misconduct on the part of the director, officer or employee of the Employer.

7.7 Procedure to Claim Benefits.

Initial Claim. Each Claimant must claim any benefit to which he is entitled under this Plan by a written notification to the Administrator. If a claim is wholly or partially denied, it must be so denied within a reasonable period of time, but not later than 90 days after this Plan's receipt of the claim. This initial 90-day period shall begin at the time the claim is filed, without regard to whether all the information necessary to make a benefit determination accompanies the filing. If the Administrator determines that special circumstances require an extension of time for processing the claim, he shall furnish written notice of the extension of the Claimant prior to the termination of the initial 90-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which this Plan expects to render the benefit determination. In no event shall the extension exceed a period of 90 days from the end of the initial 90-day period.

The whole or partial denial of a claim must be contained in a written notice stating the following:

A. The specific reason for the denial,

B. Specific reference to the Plan Provision on which the denial is based,

C. Description of additional information necessary for the Claimant to present his claim, if any, and an explanation of why such material is necessary, and

D. A description of this Plan's review procedures and the time limits applicable to such procedures, including a statement of the Claimant's right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974.

Request for Review. The Claimant will have sixty (60) days to request a review of the denial by the Administrator, who will provide a full and fair review. The request for review must be written and submitted to the same person who handles initial claims. The Claimant may review pertinent documents, and may submit issues and comments in writing. Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to his benefits. The decision by the Administrator with respect to the review must be given within sixty (60) days after receipt of the request, unless special circumstances require an extension (such as for a hearing). This initial 60-day period shall begin at the time an appeal is filed, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing. If the Administrator determines that special circumstances require an extension of time for processing the review, he shall furnish written notice of the extension to the Claimant prior to the termination of the initial 60-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which this Plan expects to render the determination on review. In no event shall the extension exceed a period of 60 days from the end of the initial 60-day period. The Administrator's review shall take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

The whole or partial denial of a claim on review must be contained in a written notice stating the following:

A. The specific reasons for the adverse determination,

B. Reference to the specific Plan Provisions on which the adverse determination is based,

C. A statement that the Claimant is entitled to receive, upon request and free of

charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant's claim for benefits, and

D. A statement of the Claimant's right to bring an action under section 502(a) of the Employee Retirement Income Security Act of 1974.

All notices and decisions written under this Section 7.7 shall be written in a manner calculated to be understood by the Claimant. The Administrator shall take all necessary steps to ensure and verify that benefit claim determinations made under this Section 7.7 are made in accordance with this Plan and that the Plan Provisions are applied consistently with respect to similarly situated Claimants. Nothing in this Section 7.7 shall be construed to preclude an authorized representative of a Claimant from acting on behalf of such Claimant in pursuing a benefit claim or appeal of a whole or partial denial, provided that the Claimant provides written authorization to the Administrator identifying such representative, signed by the Claimant under the seal of notary, prior to the authorized representative acting on his behalf.

ARTICLE VIII
MISCELLANEOUS

8.1 Supplemental Benefits. The benefits provided for the Participants under this Plan are in addition to benefits provided by any other plan or program of the Employer and, except as otherwise expressly provided for herein, the benefits of this Plan shall supplement and shall not supersede any plan or agreement between the Employer and any Participant.

8.2 Governing Law. The Plan shall be governed and construed under the laws of the State of New York as in effect at the time of its adoption.

8.3 Jurisdiction. The courts of the State of New York shall have exclusive jurisdiction in any or all actions arising under this Plan.

8.4 Binding Terms. The terms of this Plan shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators and successors.

8.5 Spendthrift Provision. The interest of any Participant or any beneficiary receiving payments hereunder shall not be subject to anticipation, nor to voluntary or involuntary alienation until distribution is actually made.

8.6 No Assignment Permitted. No Participant, Beneficiary or heir shall have any right to commute, sell, transfer, assign or otherwise convey the right to receive any payment under the terms of this Plan. Any such attempted assignment shall be considered null and void.

8.7 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions

of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein.

8.8 Construction. All headings preceding the text of the several Articles hereof are inserted solely for reference and shall not constitute a part of this Plan, nor affect its meaning, construction or effect. Where the context admits, words in the masculine gender shall include the feminine and neuter genders, and the singular shall mean the plural.

8.9 No Employment Agreement. Nothing in this Plan shall confer on any Participant the right to continued employment with any Employer and, except as expressly set forth in a written agreement entered into with the express authorization of the Board of Directors of Employer, both the Participant and the Employer shall be free to terminate Participant's employment for any cause or without cause.

________________________________    By: ___________________________________
Patrick B. Dorsey, Secretary        Michael J. Kowalski, Chairman

ATTEST:

________________________________    By: ___________________________________
Patrick B. Dorsey, Secretary        James N. Fernandez, Executive Vice President

SCHEDULE A TO SUPPLEMENTAL RETIREMENT INCOME PLAN

Thomas A. Andruskevich
James N. Fernandez
Michael J. Kowalski
Dale S. Strohl

Exhibit 10.139

CASH INCENTIVE AWARD AGREEMENT

AGREEMENT made effective February 1, 2005 by and among Tiffany & Co., a Delaware corporation (the "Company"), Tiffany and Company, the New York subsidiary corporation of the Company ("Tiffany") and [Schedule I]("Executive").

Whereas, on March 19, 1998 the Board of Directors of the Company adopted, and on May 21, 1998 the stockholders of the Company duly approved, the Company's 1998 Employee Incentive Plan, as subsequently amended (the "Plan"); and

Whereas, on March 19, 1998 the Stock Option Subcommittee of the Compensation Committee of the Company was appointed the "Committee" under the Plan by said Board of Directors; and

NOW THEREFORE, based upon the foregoing and in consideration of the mutual promises hereinafter set forth, it is hereby AGREED as follows:

1. This Agreement is intended to be an Award Agreement under the Plan and is subject to all terms and conditions set forth in such Plan, including the Plan provisions limiting implied rights.

2. Executive agrees that he shall not be entitled to any cash bonus in respect of the fiscal year ending January 31, 2006 except as provided in this Agreement.

3. Tiffany agrees to pay, or, failing that, the Company shall pay, a cash bonus to Executive in respect of the fiscal year ending January 31, 2006 as follows. Such bonus shall be paid, if at all, at such time as bonuses are made payable to Tiffany's management employees in respect of such fiscal year, provided that Executive remains employed with Tiffany through the end of such fiscal year. The amount of said cash bonus shall be determined on the basis of the following Performance Measures -- the Company's consolidated net earnings for such fiscal year (as adjusted by the Committee pursuant to Section 9.1 of the Plan) as specified in the following table:

Consolidated Net Earnings       Bonus Amount
-------------------------       ------------
$__________ or more             $[Column A]
$_________                      $[Column B]
$_________ or less              $        0.

Should the Company's consolidated net earnings fall between any of the targets set forth above, the bonus amount payable to Executive shall be prorated accordingly.

4. This Agreement shall be governed by the law of the State of New York applicable to agreements made and to be performed within said state.

IN WITNESS WHEREOF, parties hereto have entered into this Agreement effective as of the date first stated above.

                                            Tiffany & Co.
                                            (the "Company")

____________________________________        __________________________

                                            Tiffany and Company
                                            ("Tiffany")

                                            __________________________

NAME                      COLUMN A        COLUMN B.
-------------------       --------        ---------
Michael J. Kowalski      $1,775,000      $  877,500
James E. Quinn           $  962,000      $  481,000
James N. Fernandez       $  750,000      $  375,000
Beth O. Canavan          $  600,000      $  300,000

Exhibit 10.140

PERFORMANCE-
BASED
RESTRICTED
STOCK GRANT
TERMS
REV.I

TIFFANY & CO.
A DELAWARE CORPORATION
(THE "COMPANY")

TERMS OF PERFORMANCE-BASED RESTRICTED STOCK GRANT
(NON-TRANSFERABLE)

UNDER THE
1998 EMPLOYEE INCENTIVE PLAN
(THE "PLAN")

TERMS ADOPTED JANUARY 20, 2005, AS AMENDED MARCH 7, 2005

1. Introduction and Terms of Grant. Participant has been granted (the "Grant") Stock Units which shall be settled by the issuance and delivery of Shares of the Company's Common Stock. The Grant has been made under the Plan by the Stock Option Subcommittee of the Company's Board of Directors (the "Committee"). The name of the "Participant", the "Grant Date", the number of "Stock Units" granted, the "Performance Period", the "Earnings Threshold", the "Earnings Target", the "Earnings Maximum" and the "ROA Target" are stated in the attached "Notice of Grant". The other terms and conditions of the Grant are stated in this document and in the Plan. Certain initially capitalized words and phrases used in this document are defined in section 10 below and elsewhere in this document or in the Plan. Reference to Stock Units in this document is reference to all or part of the Stock Units which are subject to the Grant, and not to other Stock Units that have been granted or that may be granted in the future.
THIS GRANT WILL BE VOID UNLESS THE PARTICIPANT EXECUTES AND DELIVERS TO THE COMPANY THOSE CERTAIN NON-COMPETITION AND CONFIDENTIALITY COVENANTS IN THE FORM APPROVED BY THE COMMITTEE ON JANUARY 20, 2005, SUCH DELIVERY TO BE MADE WITHIN 90 DAYS OF THE GRANT DATE.

2. Grant and Adjustment. Subject to the terms and conditions stated in this document, Participant has been granted Stock Units by the Company. As of the Grant Date, each Stock Unit has a Settlement Value of one Share, but the number of Shares which shall be issued and delivered pursuant to the Grant on the settlement of each Stock Unit (the "Settlement Value") shall be subject to adjustment as provided in Section 4.2(c) of the Plan, to adjust for, among other corporate developments, stock splits and stock dividends. References to Settlement Values in this document shall be deemed reference to Settlement Values as so adjusted. As anticipated in Section 4.7 of the Plan, Shares that have not been issued and delivered to a Participant shall be represented by Stock Units.

3. Performance Vesting. Unless otherwise provided in sections 4 or 5 below, the Performance Portion (as defined below) of the Stock Units will vest [three business days following the public announcement of the Company's audited, consolidated financial results for the last fiscal year in the Performance Period] (the "Maturity Date"). A Stock Unit that has vested is herein referred to as a "Vested Unit." Promptly following the Maturity Date, the Settlement Value of each Vested Unit, shall be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Company may make such delivery to a Service Provider. IN ALL CIRCUMSTANCES, A STOCK UNIT WHICH FAILS TO VEST ON OR BEFORE THE MATURITY DATE SHALL BE VOID AND SHALL NOT CONFER UPON THE OWNER OF SUCH STOCK UNIT ANY RIGHTS, INCLUDING ANY RIGHT TO ANY SHARE. In the event that any provision of this document would otherwise result in the issuance of a fractional Share, the Company will not be obligated to issue such fractional Share.

The "Performance Portion" shall be a percentage of the Stock Units calculated as hereinafter provided (provided that the Performance Portion shall never exceed 100% of the Stock Units):

(a) The Performance Portion shall be 0% of the Stock Units if the Earnings Threshold is not attained over the Performance Period.

(b) Subject to subsection (d) below, if the Earnings Threshold has been attained over the Performance Period, the Performance Portion shall be the Earnings Component increased by 15% if the ROA Target is attained and reduced by 15% if the ROA Target is not attained.

(c) The "Earnings Component" shall be a percentage of the Stock Units, pro-rated on the basis of actual Cumulative Earnings from between 30% to 87.5% of the Stock Units so that Earnings Component will be:

(i) 30% if the Earnings Threshold is achieved but not exceeded;

(ii) 50% if the Earnings Target is achieved but not exceeded; and

(iii) 87.5% if the Earnings Maximum is achieved or exceeded.

(d) In the event that the stockholders of the Company fail to approve an amendment to Section 9.1 of the Plan allowing the use of return on average assets as a Performance Measure prior to the end of the Performance Period, the Earnings Component will be neither increased nor decreased whether or not the ROA Target is attained or not attained.

"Earnings" means the Company's consolidated earnings per share on a diluted basis, as reported in the Company's Annual Report on Form 10-K, aggregated over the Performance Period and as adjusted by the Committee as provided for below and in the Plan.

The "Earnings Threshold", "Earnings Target" and "Earnings Maximum" are expressed in the Notice of Grant as functions of Earnings, as so defined.

"ROA" means the Company's consolidated return on average assets in each of the fiscal years in the Performance Period, expressed as a percentage, and then averaged over the entire Performance Period. In each of the fiscal years average assets will be computed by averaging total assets at the beginning and at the end of the fiscal year; net earnings for such fiscal years shall be divided by average assets. Both total assets and net earnings shall be as reported in the Company's Annual Report on Form 10-K.

The "ROA Target" is expressed in the Notice of Grant as a function of ROA, as so defined.

Each of Earnings and ROA is a "Performance Goal". The Committee shall appropriately adjust any evaluation of attainment of a Performance Goal to exclude any of the following events that occurs during a Performance Period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, and (v) extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial condition and results of operations appearing in said Annual Report for the applicable year.

4. Effect of Termination of Employment on Vesting. Except as provided in this
Section 4, no Stock Units shall vest if the Participant's Date of Termination occurs before the conclusion of the Performance Period:

(a) if the Participant's Date of Termination occurs by reason of DEATH OR DISABILITY within the last fiscal year of the Performance Period, Stock Units shall vest as provided in Section 3 above as though the Participant's Date of Termination had not occurred before the conclusion of the Performance Period;

Tiffany & Co. 1998 Employee Incentive Plan Performance-Based Stock Grant: Terms of Stock Grant Award - Rev. I Page 2

(b) if the Participant's Date of Termination occurs by reason of DEATH OR DISABILITY within the second fiscal year of the Performance Period, [60%] of Stock Units shall vest on the date of such death or Disability;

(c) if the Participant's Date of Termination occurs by reason of DEATH OR DISABILITY within the first fiscal year of the Performance Period, [30%] of Stock Units shall vest on the date of such death or Disability;

(d) if the Participant's Date of Termination occurs by reason of CAUSE, no Stock Units shall vest;

(e) if the Participant's Date of Termination occurs by reason of Participant's VOLUNTARY RESIGNATION, no Stock Units shall vest; and

(f) if the Participant's Date of Termination occurs at the INITIATIVE OF THE PARTICIPANT'S EMPLOYER (but not for Cause) the Committee reserves the right to vest UP TO the following percentages of the Stock Units, but may condition such vesting upon Participant's release of the Company and its affiliates from all claims, Participant's agreement to reasonable non-competition covenants or both:

(i) 100% of the Stock Units if the Date of Termination occurs in the last fiscal year of the Performance Period;

(ii) 70% of the Stock Units if the Date of Termination occurs in the second fiscal year of the Performance Period; and

(iii) 40% of the Stock Units if the Date of Termination occurs in the first fiscal year of the Performance Period.

In the event of vesting pursuant to subsections (b) through (f) above, the Settlement Value of each Vested Unit shall, promptly after vesting, be issued and delivered to or for the account of Participant in Shares. As provided for in
Section 7 below, the Company may make such delivery to a Service Provider.

5. Effect of Change in Control on Vesting. All Stock Units shall vest upon the date of a Change of Control unless the Participant's Date of Termination occurs before the date of the Change of Control. The Committee reserves the right to unilaterally amend the definition of a "Change of Control" so as to specify additional circumstances which shall be deemed to constitute a Change of Control. In the event of vesting pursuant to this Section 5, the Settlement Value of each Vested Unit shall, promptly after vesting, be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Company may make such delivery to a Service Provider.

6. No Dividends or Interest. NO DIVIDENDS OR INTEREST SHALL ACCRUE OR BE PAYABLE UPON ANY STOCK UNIT. UNTIL A SHARE IS ISSUED AND DELIVERED IT SHALL NOT BE REGISTERED IN THE NAME OF THE PARTICIPANT.

7. Withholding for Taxes. All distributions of Shares shall be subject to withholding of all applicable taxes as computed by the Tiffany and Company finance department, and the Participant shall make arrangements satisfactory to the Company to provide the Company (or any Related Company) with funds necessary for such withholding before the Shares are delivered. Without limitation to the Company's right to establish other arrangements, the Company may: (i) designate a single broker or other financial services provider ("Services Provider") to establish trading accounts for Participants (each a "Participant's Trading Account"); (ii) deliver Shares to Participant's Trading Account; (iii) provide

Tiffany & Co. 1998 Employee Incentive Plan Performance-Based Stock Grant: Terms of Stock Grant Award - Rev. I Page 3

Services Provider with information concerning the applicable tax withholding rates for Participant; (iv) cause Services Provider to sell, on behalf of Participant, sufficient Shares to cover the Company's tax withholding obligations with respect to any delivery of Shares to Participant (a "Covering Sale"); and (v) cause Services Provider to remit funds resulting from such Covering Sale to Company or any Related Company that is the employer of Participant. As a condition to distribution the Company may require the Participant to provide the Services Provider with such signed applications, authorizations, powers and other documents necessary to accomplish the foregoing. Participant may, by written notice to the Company addressed to the Company's Secretary, and given no less than ten (10) business days before the Maturity Date or other applicable vesting date, elect to avoid such a Covering Sale by delivering with such notice a bank-certified check payable to the Company (or other type of check or draft payable to the Company and acceptable to the Secretary) in the estimated amount of any such withholding required, such estimate to be provided by the Tiffany and Company finance department. The Committee may approve other methods of withholding, as provided for in the Plan, before the Shares are delivered.

8. Transferability. The Stock Units are not transferable otherwise than by will or the laws of descent and distribution, and shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, nor shall it be subject to execution, attachment or similar process. Upon any attempt to transfer the Stock Units otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Stock Units otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Grant, the Grant shall immediately terminate and become null and void.

9. Definitions. For the purposes of the Grant, the words and phrases listed below shall be defined as follows:

a. Affiliate and Person. "Affiliate" means, with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly. "Person" means any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

b. Cause. "Cause" means a termination of Participant's employment, involuntary on Participant's part, which is the result of:

(i) Participant's conviction or plea of no contest to a felony involving financial impropriety or a felony which would tend to subject the Company or any of its Affiliates to public criticism or materially interfere with Participant's continued service to the Company or its Affiliate;

(ii) Participant's willful and unauthorized disclosure of material "Confidential Information" (as that term is defined in the Non-Competition and Confidentiality Covenants) which disclosure actually results in substantive harm to the Company's or its Affiliate's business or puts such business at an actual competitive disadvantage;

(iii) Participant's willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant's superior (other than: (A) any such failure resulting from Participant's incapacity due to physical or mental illness, or (B) any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Company, which demand specifically identifies the manner in which Participant has not substantially performed Participant's duties, and

Tiffany & Co. 1998 Employee Incentive Plan Performance-Based Stock Grant: Terms of Stock Grant Award - Rev. I Page 4

which performance is not substantially corrected by Participant within [ten (10)] days of receipt of such demand;

(iv) Participant's commission of any willful act which is intended by Participant to result in his personal enrichment at the expense of the Company or any of its Affiliates, or which could reasonably be expected by him to materially injure the reputation, business or business relationships of the Company or any of its Affiliates;

(v) A theft, fraud or embezzlement perpetrated by Participant upon Company or any of its Affiliates.

For purposes of this definition, no act or failure to act on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that such action or omission was in the best interests of, Company or its Affiliate. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause for the purposes of this Plan unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Board (exclusive of the Participant if Participant is a member of such Board) at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with counsel for Participant, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth above.

b. Change of Control. A "Change of Control" shall be deemed to have occurred if :

(i) any person (as used herein, the word "person" shall mean an individual or an entity) or group of persons acting in concert has acquired thirty-five percent (35%) in voting power or amount of the equity securities of the Company (including the acquisition of any right, Grant warrant or other right to obtain such voting power or amount, whether or not presently exercisable);

(ii) individuals who constituted the Board of Directors of the Company on May 1, 1998 (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board of Directors, provided that any individual becoming a director subsequent to May 1, 1988 whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director) shall be, for the purposes of this section 10(a), considered as though such individual were a member of the Incumbent Board; or

(iii) any other circumstance with respect to a change in control of the Company occurs which the Committee deems to be a Change in Control of the Company.

A Change of Control which constitutes a Terminating Transaction will also be deemed to have occurred as of fourteen days prior to the date scheduled for the Terminating Transaction.

c. Code. The Internal Revenue Code of 1986, as amended.

d. Date of Termination. The Participant's "Date of Termination" shall be the first day occurring on or after the Grant Date on which Participant's employment with the Company and all Related Companies terminates for any reason; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Related

Tiffany & Co. 1998 Employee Incentive Plan Performance-Based Stock Grant: Terms of Stock Grant Award - Rev. I Page 5

Company or between two Related Companies; and further provided that the Participant's employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Related Company approved by the Participant's employer or required by applicable law. If, as a result of a sale or other transaction, the Participant's employer ceases to be a Related Company (and the Participant's employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination at the initiative of the Participant's employer.

e. Disability. Except as otherwise provided by the Committee, the Participant shall be considered to have a "Disability" if he or she is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment, which impairment, in the opinion of a physician selected by the Secretary of the Company, is expected to have a duration of not less than 120 days.

f. Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.

g. Market Value. The average of the high and low prices for the Shares as reported on The New York Stock Exchange for (i) the applicable vesting date if the vesting is a trading day, or (ii) if the vesting date is not a trading day, the trading day next following the vesting date.

h. Terminating Transaction. As used herein, the phrase "Terminating Transaction" shall mean any one of the following:

(i) the dissolution or liquidation of the Company;

(ii) a reorganization, merger or consolidation of the Company; or

(iii) a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company goes out of existence or becomes a subsidiary of another corporation, or upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Company by another corporation.

10. Heirs and Successors. The terms of the Grant shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. Participant may designate a beneficiary of his/her rights under the Grant by filing written notice with the Secretary of the Company. In the event of the Participant's death prior to the full maturity of the Grant, the Shares will be delivered to such Beneficiary to the extent that it was matured on the Participant's Termination Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant, any Shares issuable hereunder will be delivered to the Participant's estate.

11. Administration. The authority to manage and control the operation and administration of the Grant shall be vested in the Committee, and the Committee shall have all powers with respect to the Grant as it has with respect to the Plan. Any interpretation of the Grant by the Committee and any decision made by it with respect to the Grant is final and binding.

12. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of the Grant shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.

Tiffany & Co. 1998 Employee Incentive Plan

Exhibit 10.141

NON-COMPETITION AND CONFIDENTIALITY COVENANTS
[ASSUMPTION: FOR VICE PRESIDENTS AND UP]

THIS INSTRUMENT is made and given this ___ day of _________ 2___ by __________________("PARTICIPANT") to and for the benefit of Tiffany and Company, a New York corporation and its Affiliates (as defined below) with reference to the following facts and circumstances:

A. Participant wishes to receive Equity Awards which might be granted to Participant in the future or which have been granted to Participant on the condition that Participant executes and delivers this instrument;

B. Participant may have received Equity Awards which, when granted, were not subject to the above condition;

C. Participant may be or may become a Participant in and under the Excess Plan;

D. Participant may be or may become a Participant in and under the Supplementary Retirement Plan;

E. Participant is willing to make the promises set forth in this instrument, and to execute and deliver this instrument, in order to be eligible to receive Equity Awards in the future and to have the benefit of Equity Awards which have been granted to Participant on the condition that Participant executes and delivers this instrument;

F. Participant understands that if Participant is or becomes a Participant in the Excess Plan or the Supplementary Retirement Plan the benefits Participant might receive under both plans will be forfeited for breach of covenants contained in this instrument;

G. Participant understands that Equity Awards may be forfeited if Participant breaches the covenants contained in this instrument;

H. Participant understands that the Proceeds of Equity Awards may become due and payable by Participant to Tiffany and Company if Participant breaches the covenants contained in this instrument;

I. Participant agrees that the receipt of one or more Equity Awards is full and fair and consideration for the covenants made in this instrument.

NOW THEREFORE, Participant hereby agrees as follows:

1. DEFINED TERMS. Unless otherwise defined in this instrument, words and phrases that have a defined meaning in the Excess Plan shall have the same meaning in this instrument. The initially capitalized words and phrases set forth below shall have the meanings ascribed to them below:

"Affiliate" shall mean, with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly.

"Board" means the board of directors of Tiffany and Company, a New York corporation.

"Change in Control Date" shall mean the earliest "Change of Control Date" applicable to Participant under the Rights Plan if the circumstances necessary for a "Change of Control Date" under the Rights Plan should occur.

"Confidential Information" means all information relating in any manner to Tiffany or its business, including but not limited to, contemplated new products and services, marketing and advertising campaigns, sales projections, creative campaigns and themes, financial information, budgets and projections, system designs, employees, management procedures and systems, employee training materials, equipment, production plans and techniques, product and materials specifications, product designs and design techniques, client information (including purchase history and client identifying information) and vendor information (including the identity of vendors and information concerning the capacity of or products or pricing provided by specific vendors); notwithstanding the foregoing, "Confidential Information" shall not include information that becomes generally publicly available other than as a result of a disclosure by Participant or that becomes available to Participant on a non-confidential basis from a Person that to the Participant's knowledge, after due inquiry, is not bound by a duty of confidentiality.

"Covered Employee" means any person who, at any date relevant to this Agreement, is an employee of Tiffany or who was an employee of Tiffany during the one-year period previous to the date relevant to this Agreement.

"Duration of Non-Competition Covenant" means the period beginning with Participant's Termination Date and ending upon the first to occur of the following: (i) the second year anniversary of Participant's Termination Date,
(ii) Participant's Change of Control Date or (iii) Participant's 60th birthday provided that, in no circumstance shall the Duration of this Covenant be less than six months.

"Equity Awards" means any grant of options to purchase, restricted shares of, stock units that may be settled in, or stock appreciation rights that may be measured by appreciation in the value of, the Common Stock of Tiffany & Co., a Delaware corporation, including any grants made under the terms of the 1998 Employee Incentive Plan or any plan

adopted by Tiffany & Co. subsequent to the date of this instrument including grants made both before and after the date of this instrument.

"Excess Plan" means the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation In Excess of Internal Revenue Code Limits, as such plan may be amended from time to time.

"Jewelry" means jewelry (including but not limited to precious metal or silver jewelry or jewelry containing gemstones) and watches.

"Person" means any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

"Proceeds of Equity Award" means, in U.S. dollars, (i) with respect to an Equity Award of restricted stock or stock units, the value the shares on the date the Equity Award vests, and, (ii) with respect to an Equity Award that is an option to purchase or a stock appreciation right, the spread between the strike price and the market value for the underlying shares on the exercise date, in each of cases (i) and (ii) measured by the simple average of the high and low selling prices on the principal market on which the shares are traded as of vesting or exercise date, as the case may be, if such vesting or exercise date is a trading date; if such vesting or exercise date is not a trading date, then as of trading date next following the vesting or exercise date.

"Retail Jewelry Trade" means the operation of one or more retail outlets (including stores-within-stores, leased departments or concessions) selling Jewelry in any city in the world in which a TIFFANY & CO. store is located at the time in question; for the purpose of this definition, a retail outlet will not be deemed engaged in the Retail Jewelry Trade if less than 5% of the items displayed for sale in such outlet are Jewelry, so that, by way of example, an apparel store that offers Jewelry as an incidental item would not be deemed engaged in the Retail Jewelry Trade.

"Rights Plan" means the Amended and Restated Rights Agreement Dated as of September 22, 1998 by and between Tiffany & Co., a Delaware corporation, and ChaseMellon Shareholder Services L.L.C., as Rights Agent, as such Agreement may be further amended from time to time.

"Supplementary Retirement Plan" means the 1994 Tiffany and Company Supplementary Retirement Income Plan, as such plan may be further amended from time to time.

"Termination Date" means the date Participant ceases to be an employee of Tiffany.

"Tiffany" means Tiffany and Company, a New York corporation, and if the context so requires, Tiffany and Company and/or any Affiliate of Tiffany and Company, such term

to be interpreted broadly so as to give rights equivalent to Tiffany and Company to any Affiliate of Tiffany and Company.

"Wholesale Jewelry Trade" means the sale of Jewelry or gemstones to the Retail Jewelry Trade, the development or design of Jewelry for sale to the Retail Jewelry Trade or the production of Jewelry for sale to the Retail Jewelry Trade regardless of where in the world such activities are conducted.

2. NON-COMPETITION. Participant agrees that for the Duration of the Non-Competition Covenant Participant will not directly or indirectly (whether as director, officer, consultant, principal, owner, member, partner, advisor, financier, employee, agent or otherwise):

(i) engage in, assist, have any interest in or contribute Participant's knowledge and abilities to, any business or entity in the Retail Jewelry Trade or in the Wholesale Jewelry Trade or seeking to enter or about to become engaged in the Retail Jewelry Trade or the Wholesale Jewelry Trade (provided that this subsection shall not prohibit an investment by Participant not exceeding five percent of the outstanding securities of a publicly traded company);

(ii) employ, attempt to employ, or assist anyone in employing a Covered Employee (including by influencing any Covered Employee to terminate his/her employment with Tiffany or to accept employment with any Person); or

(iii) attempt in any manner to solicit jewelry purchases by any client of Tiffany or persuade any client of Tiffany to cease doing business or reduce the amount of business that such client has customarily done with Tiffany.

3. CONFIDENTIALITY. Participant acknowledges that Participant has had access to Confidential Information. Participant agrees not use to the detriment of Tiffany or disclose any Confidential Information. If the Participant is requested in any case by a court or governmental body to make any disclosure of Confidential Information, the Participant shall (i) promptly notify Tiffany in writing, (ii) consult with and assist Tiffany at Tiffany's expense in obtaining an injunction or other appropriate remedy to prevent such disclosure, and (iii) use Participant's reasonable efforts to obtain at the Company's expense a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information that must be disclosed. Subject to the foregoing sentence, Participant may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of Participant's counsel (the form and substance of which opinion shall be reasonably acceptable to Tiffany), the Participant is legally compelled or otherwise required to disclose or else stand liable for contempt or suffer other material penalty. The obligations in this section shall continue beyond the Duration of the Non-Competition Covenant.

4. LOSS OF BENEFITS, FORFEITURE OF EQUITY AWARDS AND RETURN OF PROCEEDS OF EQUITY AWARDS IN THE EVENT OF BREACH. Should Participant breach Participant's obligations under Section 2 above, Participant shall:

(i) forfeit and lose all right to any current or future Benefit under the Excess Plan and the Supplementary Retirement Plan;

(ii) forfeit and lose all rights under any Equity Award, whether or not such Equity Award shall have vested, and such Equity Award shall thereupon become null and void; and

(iii) immediately pay to Tiffany and Company the Proceeds of Equity Award for (a) each grant of stock option or stock appreciation right that was exercised and (b) each grant of restricted stock or stock units that has vested, in both cases (a) and (b), within the following period: beginning 180 days prior to Participant's Termination Date and including the entire period of the Duration of Non-Competition Covenant.

The provisions of this Section 4 may be waived by the Board if deemed by the Board to be in the best interests of Tiffany and Company, provided, however, that if the Participant is, on or within six months prior to Participant's Termination Date, an officer of Tiffany & Co., a Delaware corporation, then the provisions of this Section 4 may only be waived by the Compensation Committee (or its Stock Option Subcommittee) of the Board of Directors of said Tiffany & Co.

5. ENFORCEMENT.

(i) Participant agrees that the restrictions set forth in this instrument are reasonable and necessary to protect the goodwill of Tiffany. If any of the provisions set forth herein is deemed invalid, illegal or unenforceable based upon duration, geographic scope or otherwise, Participant agrees that such provision shall be modified to make it enforceable to the fullest extent permitted by law.

(ii) In the event of breach or threatened breach by Participant of the provisions set forth in this instrument, Participant acknowledges that Tiffany will be irreparably harmed and that monetary damages (including loss of the Benefit) shall be an insufficient remedy to Tiffany. Therefore, Participant consents to the enforcement of this instrument by means of temporary or permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies Tiffany may have under this Agreement or otherwise.

6. PROCEDURE TO OBTAIN DETERMINATION. Should Participant wish to obtain a determination that any proposed employment, disclosure, arrangement or association (each a "Proposed Transaction") is not prohibited hereunder, Participant shall direct a written request to the Board. Such request shall fully describe the Proposed Transaction. Within 30 days after receipt of such request, the Board may (i) issue such a determination in writing, (ii) issue its refusal of such request in writing, or (iii) issue a written request

for more written information concerning the Proposed Transaction. In the event that alternative (iii) is elected (which election may be made on behalf of the Board by the Legal Department of Tiffany and Company without action by the Board), any action on Participant's request will be deferred for ten (10) days following receipt by said Legal Department of the written information requested. Failure of the Board to act within any of the time periods specified in this
Section 4 shall be deemed a determination that the Proposed Transaction is not prohibited hereunder. A determination made or deemed made under this Section 6 shall be limited in effect to the Proposed Transaction described in the submitted materials and shall not be binding or constitute a waiver with respect to any other Proposed Transaction, whether proposed by such Participant or any other Person. In the event that Participant wishes to seek a determination that employment with a management consulting firm, an accounting firm, a law firm or some other provider of consulting services to a wide variety clients will not be prohibited hereunder should such firm, at some unspecified time, provide services to a Person in the Retail Jewelry Trade or the Wholesale Jewelry Trade, Participant may seek a determination hereunder; in submitting such a Proposed Transaction, the Participant should specify the extent that Participant will be involved in or can be excluded from involvement in the provision of such services. In a making any determination under this Section 6, the Board shall not be deemed to be acting as a fiduciary with respect to the Excess Plan, the Participant or any beneficiary of the Participant and shall be under no obligation to issue a determination that any Proposed Transaction is not prohibited hereunder.

7. ARBITRATION AND EQUITABLE RELIEF. Participant and Tiffany agree that any and all disputes arising out or relating to the interpretation or application of this instrument, including any dispute concerning whether any conduct is in violation of Section 2 or 3 above, shall be subject to arbitration in New York, New York, under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators. Without limit to their general authority, the arbitrators shall have the right to order reasonable discovery in accordance with the Federal Rules of Civil Procedure. The final decision of the arbitrators shall be binding and enforceable without further legal proceedings in court or otherwise, provided that either party to such arbitration may enter judgment upon the award in any court having jurisdiction. The final decision arising from the arbitration shall be accompanied by a written opinion and decision which shall describe the rationale underlying the award and shall include findings of fact and conclusions of law. The cost of such arbitration shall be borne equally by the parties and each party to the arbitration shall bear its own attorneys fees. Notwithstanding any provision in this Section 7, the requirement to arbitrate disputes shall not apply to any action to enforce this instrument by means of temporary or permanent injunction or other appropriate equitable relief.

8. MISCELLANEOUS PROVISIONS.

(a) Tiffany may assign its rights to enforce this instrument to any of its Affiliates. Participant understands and agrees that the promises in this instrument are for the benefit of Tiffany (which term includes the Tiffany and Company and its Affiliates) and for the benefit of the successors and assigns of Tiffany and its Affiliates.

(b) Any determination made by the Board under Section 6 above shall bind Tiffany and Company and its Affiliates.

(c) If any action by Participant prohibited hereunder causes Participant to lose a right to a Benefit under the Excess Plan such loss of Benefit shall also be effective with respect to Participant's beneficiaries under the Excess Plan.

(d) The laws of the State of New York, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this instrument and all of the prohibitions and remedies it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement.

(e) Each Person giving or making any notice, request, demand or other communication (each, a "Notice") pursuant to this Instrument shall

(i) give the Notice in writing; and

(ii) use one of the following methods of delivery, each of which for purposes of this Agreement is a writing:

(A) Personal delivery.

(B) Registered or Certified Mail, in each case, return receipt requested and postage prepaid.

(C) Nationally recognized overnight courier, with all fees prepaid.

(f) Each Person giving a Notice shall address the Notice to the recipient (the "Addressee") at the address given on the signature page of this Instrument or to a changed address designated in a Notice.

(g) A Notice is effective only if the person giving the Notice has complied with subsections (e) and (f) and if the Addressee has received the Notice. A Notice is deemed to have been received upon receipt as indicated by the date on the signed receipt, provided, however, that if the Addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of a change in address for which no Notice was given, then upon such rejection, refusal or inability to deliver such Notice will be deemed to have been received. Despite the other clauses of this subsection (g), if any Notice is received after 5:00 p.m. on a business day where the Addressee is located, or on a day that is not a business day where the Addressee is located, then the Notice is deemed received at 9:00 a.m. on the next business day where the Addressee is located.

(h) This instrument shall not be amended except by a subsequent written instrument that has been executed by Participant and on behalf of Tiffany by a duly authorized officer of Tiffany. Participant's obligations under this instrument may not be waived,

except pursuant to a writing executed on behalf of Tiffany or as otherwise provided in Section 6 above.

(i) This instrument constitutes the final expression of Participant's post-employment confidentiality and non-competition obligations. Delivery of this instrument is necessary to receive a Benefit under the Excess Plan. It is the complete and exclusive expression of those obligations and all prior and contemporaneous negotiations and agreements between the parties on those matters are expressly merged into and superceded by this Agreement; notwithstanding the foregoing, Participant's right to receive a Benefit and the amount and terms of payment of such Benefit shall be exclusively determined by the Excess Plan.

(continued)

(j) Any reference in this instrument to the singular includes the plural where appropriate, and any reference in this instrument to the masculine gender includes the feminine and neuter genders where appropriate. The descriptive headings of the sections of this instrument are for convenience only and do not constitute part of this instrument.

IN WITNESS WHEREOF, this instrument has been executed on the date first written above.

PARTICIPANT

Notice Address:

ACCEPTED AND AGREED (AS TO SECTION 7)

TIFFANY AND COMPANY

By: ______________________

Name:
Title:

Notice Address:

The Board of Directors
Tiffany and Company
Care of:
Legal Department
600 Madison Avenue
New York, NY 10022

Exhibit 10.142

TIFFANY & CO.
A DELAWARE CORPORATION
(THE "COMPANY")

TERMS OF STOCK OPTION AWARD
(TRANSFERABLE NON-QUALIFIED OPTION )

UNDER THE
1998 DIRECTORS OPTION PLAN
(THE "PLAN")

TERMS ADOPTED JANUARY 21, 1999 AND REVISED NOVEMBER 15, 2001 AND MARCH 7, 2005

1. Introduction and Terms of Option. Participant has been granted a Non-Qualified Stock Option Award (the "Option") to purchase shares of the Company's Common Stock under the Plan by the Compensation Subcommittee of the Board of Directors (the "Committee"). The name of the "Participant", the "Grant Date", the number of "Covered Shares" and the "Exercise Price" per Share are stated in the attached "Notice of Grant". The other terms and conditions of the Option are stated in this document and in the Plan. Certain initially capitalized words and phrases used in this document are defined in paragraph 10 below and elsewhere in this document.

2. Award and Exercise Price. Subject to the terms and conditions stated in this document, the Option gives Participant the right to purchase the Covered Shares from the Company at the Exercise Price.

3. Earliest Dates for Exercise - Cumulative Installments. Unless otherwise provided in paragraphs 4, 5 or 6 below, the Option shall become exercisable ("mature") in cumulative installments according to the following schedule:

AS OF THE FOLLOWING ANNIVERSARY           THE THE OPTION SHALL MATURE WITH THE RESPECT TO THE FOLLOWING
OF THE GRANT DATE:                        PERCENTAGE ("INSTALLMENT") OF THE COVERED SHARES:
-------------------------------           -------------------------------------------------------------
One-year anniversary                      50%
Two-year anniversary                      50%

Once an installment of the Option matures, as provided in the above schedule, it shall continue to be exercisable with all prior installments on a cumulative basis until the Option expires.

4. Effect of Termination of Service as a Director. An installment of the Option shall not mature if the Participant's Date of Termination occurs before the anniversary of the Grant Date on which such installment was scheduled to mature, unless the Participant's Date of Termination occurs by reason of death or Disability, in which case all installments of the Option which have not previously matured shall mature on said Date of Termination. Installments of the Option which mature on or prior to Participant's Date of Termination will remain exercisable, subject to expiration as provided in paragraph 6 below.

5. Effect of Change in Control. All installments of the Option shall mature upon the date of a Change of Control unless the Participant's Date of Termination occurs before the date of the Change of Control. The Committee reserves the right to unilaterally amend the definition of "Change of Control" so as to specify additional circumstances which shall be deemed to constitute a Change of Control.

Tiffany & Co. 1998 Directors Option Plan:1/21/99 03/07/05 Rev. III Page 1

6. Expiration. The Option, including matured installments thereof, shall not be exercisable in part or in whole on or after the Expiration Date. The "Expiration Date" shall be the earliest to occur of:

a. the ten-year anniversary of the Grant Date;

b. if the Participant's Date of Termination occurs by reason of death, Disability or Retirement, the two-year anniversary of such Date of Termination;

c. if the Participant's Date of Termination occurs for reasons other than death, Disability or Retirement, the three month anniversary of such Date of Termination.

7. Methods of Option Exercise. The Option may be exercised in whole or in part as to any Shares that have matured by filing a written notice of exercise with the Secretary of the Company at its corporate headquarters prior to the Expiration Date. Such notice shall specify the number of Shares which the Participant elects to purchase and shall be accompanied by either of the following:

a. a bank-certified check payable to the Company (or other type of check or draft payable to the Company and acceptable to the Secretary) in the amount of the Exercise Price for the Shares being exercised; or

b. a copy of directions to, or a written acknowledgment from, an Approved Broker that the Approved Broker has been directed to sell, for the account of the owner of the Option, Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option, together with an undertaking by the Approved Broker to remit to the Company a sufficient portion of the sale proceeds to pay the Exercise Price for the Shares exercised.

In the case of exercise via method (a), the exercise shall be deemed complete on the Company's receipt of such notice and said check or draft. In the case of exercise via method (b), the exercise shall be deemed complete on the trade date of the sale. The Committee may approve other methods of exercise, as provided for in the Plan, before the Option is exercised.

8. Withholding. Distributions on the exercise of the Option by Non-Employee Directors are not subject to withholding of applicable taxes. The Participant shall be responsible for payment of all applicable taxes. In the event that such distributions become subject to withholding of applicable taxes, Participant will be required to make such payment to Company at the time of exercise, in addition to the payment set forth in Section 7 above.

9. Transferability. The Option is not transferable otherwise than by will or the laws of descent and distribution or pursuant to a "domestic relations order", as defined in the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, and shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, nor shall it be subject to execution, attachment or similar process. Notwithstanding the foregoing, the Option may be transferred by the Participant to (i) the spouse, children or grandchildren of the Participant (each an "Immediate Family Member"), (ii) a trust or trusts for the exclusive benefit of any or all Immediate Family Members, or (iii) a partnership in which any or all Immediate Family Members are the only partners, provided that (x) there may be no consideration paid or otherwise given for any such transfer, and (y) subsequent transfer of the Option is prohibited otherwise than by will, the laws of descent and distribution or pursuant to a domestic relations order. Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The provisions of paragraph 4 above shall continue to be applied with respect to the original Participant following transfer and the Option shall be exercisable by the transferee only to the extent, and for the periods specified, herein. Upon any

attempt to

Tiffany & Co. 1998 Directors Option Plan:1/21/99                        03/07/05
Rev. III                                                                  Page 2

transfer the Option otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Option otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Option, the Option shall immediately terminate and become null and void.

10. Definitions. For the purposes of the Option, the words and phrases listed below shall be defined as follows:

a. Approved Broker. Means one or more securities brokerage firms designated by the Secretary of the Company from time to time.

b. Change of Control. A "Change of Control" shall be deemed to have occurred if :

(i) any person (as used herein, the word "person" shall mean an individual or an entity) or group of persons acting in concert has acquired thirty-five percent (35%) in voting power or amount of the equity securities of the Company (including the acquisition of any right, option warrant or other right to obtain such voting power or amount, whether or not presently exercisable);

(ii) individuals who constituted the Board of Directors of the Company on May 1, 1998 (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board of Directors, provided that any individual becoming a director subsequent to May 1, 1988 whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director) shall be, for the purposes of this paragraph 10(a), considered as though such individual were a member of the Incumbent Board; or

(iii) any other circumstance with respect to a change in control of the Company occurs which the Committee deems to be a Change in Control of the Company.

A Change of Control which constitutes a Terminating Transaction will be deemed to have occurred as of fourteen days prior to the date scheduled for the Terminating Transaction if provisions shall not have been made in writing in connection with such Terminating Transaction for the assumption of the Option or the substitution for the Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices.

c. Code. The Internal Revenue Code of 1986, as amended.

d. Date of Termination. The Participant's "Date of Termination" shall be the first day occurring on or after the Grant Date on which Participant's service on the Board of Directors terminates for any reason.

e. Disability. Except as otherwise provided by the Committee, the Participant shall be considered to have a "Disability" if he or she is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment, which impairment, in the opinion of a physician selected by the Secretary of the Company, is expected to have a duration of not less than 120 days.

Tiffany & Co. 1998 Directors Option Plan:1/21/99 03/07/05 Rev. III Page 3

f. Non-Employee Director. A Non-Employee Director means a member of the Board who is not at the time also an employee of the Company or a Related Company.

g. Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.

h. Retirement. "Retirement" of the Participant shall mean the occurrence of the Participant's Date of Termination of service on the Board by reason of the Participant's retirement from the Board at or after age 72 or the age provided in any mandatory Non-Employee Director retirement plan subsequently adopted by the Company.

i. Terminating Transaction. As used herein, the phrase "Terminating Transaction" shall mean any one of the following:

(i) the dissolution or liquidation of the Company;

(ii) a reorganization, merger or consolidation of the Company; or

(iii) a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company goes out of existence or becomes a subsidiary of another corporation, or upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Company by another corporation.

11. Heirs and Successors. The terms of the Option shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. Participant may designate a beneficiary of his/her rights under the Option by filing written notice with the Secretary of the Company. In the event of the Participant's death prior to the full exercise of the Option, the Option may be exercised by such Beneficiary to the extent that it was exercisable on the Participant's Termination Date and up until its Expiration Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant or before full exercise of the Option, the Option may be exercised by Participant's estate to the extent that it was exercisable on the Participant's Termination Date and up until its Expiration Date.

12. Administration. The authority to manage and control the operation and administration of the Option shall be vested in the Committee, and the Committee shall have all powers with respect to the Option as it has with respect to the Plan. Any interpretation of the Option by the Committee and any decision made by it with respect to the Option is final and binding.

13. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of the Option shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.

Tiffany & Co. 1998 Directors Option Plan:1/21/99 03/07/05

Exhibit 10.143

STANDARD
TIFFANY & CO. OPTION
A DELAWARE CORPORATION TERMS
(THE "COMPANY") REV.IV
TERMS OF STOCK OPTION AWARD
(STANDARD NON-QUALIFIED OPTION )

UNDER THE
1998 EMPLOYEE INCENTIVE PLAN
(THE "PLAN")

TERMS ADOPTED MAY 21, 1998, REVISED JANUARY 21, 1999, NOVEMBER 15, 2001 AND
MARCH 7, 2005

1. Introduction and Terms of Option. Participant has been granted a Non-Qualified Stock Option Award (the "Option") to purchase shares of the Company's Common Stock under the Plan by the Stock Option Subcommittee of the Company's Board of Directors (the "Committee"). The name of the "Participant", the "Grant Date", the number of "Covered Shares" and the "Exercise Price" per Share are stated in the attached "Notice of Grant". The other terms and conditions of the Option are stated in this document and in the Plan. Certain initially capitalized words and phrases used in this document are defined in paragraph 10 below and elsewhere in this document.

2. Award and Exercise Price; Option Not An Incentive Stock Option. Subject to the terms and conditions stated in this document, the Option gives Participant the right to purchase the Covered Shares from the Company at the Exercise Price.
THE OPTION IS NOT INTENDED TO CONSTITUTE AN "INCENTIVE STOCK OPTION" AS THAT TERM IS USED IN THE CODE.

3. Earliest Dates for Exercise - Cumulative Installments. Unless otherwise provided in paragraphs 4, 5 or 6 below, the Option shall become exercisable ("mature") in cumulative installments according to the following schedule:

AS OF THE FOLLOWING ANNIVERSARY    THE OPTION SHALL MATURE WITH THE RESPECT TO THE FOLLOWING
OF THE GRANT DATE:                 PERCENTAGE ("INSTALLMENT") OF THE COVERED SHARES:
-------------------------------    ---------------------------------------------------------
One-year anniversary               25%
Two-year anniversary               25%
Three-year anniversary             25%
Four-year anniversary              25%

Once an installment of the Option matures, as provided in the above schedule, it shall continue to be exercisable with all prior installments on a cumulative basis until the Option expires.

4. Effect of Termination of Employment. An installment of the Option shall not mature if the Participant's Date of Termination occurs before the anniversary of the Grant Date on which such installment was scheduled to mature, unless the Participant's Date of Termination occurs by reason of death or Disability, in which case all installments of the Option which have not previously matured shall mature on said Date of Termination. Installments of the Option which mature on or prior to Participant's Date of Termination will remain exercisable, subject to expiration as provided in paragraph 6 below.

5. Effect of Change in Control. All installments of the Option shall mature upon the date of a Change of Control unless the Participant's Date of Termination occurs before the date of the Change of Control. The Committee reserves the right to unilaterally amend the definition of "Change of Control" so as to specify additional circumstances which shall be deemed to constitute a Change of Control.

6. Expiration. The Option, including matured installments thereof, shall not be exercisable in part or in whole on or after the Expiration Date. The "Expiration Date" shall be the earliest to occur of:

a. the ten-year anniversary of the Grant Date;

b. if the Participant's Date of Termination occurs by reason of death, Disability or Retirement, the two-year anniversary of such Date of Termination;

c. if the Participant's Date of Termination occurs for reasons other than death, Disability, Retirement or Termination for Cause, the three month anniversary of such Date of Termination;

d. if the Participant's Date of Termination occurs by reason of Termination for Cause, the Date of Termination.

7. Methods of Option Exercise. The Option may be exercised in whole or in part as to any Shares that have matured by filing a written notice of exercise with the Secretary of the Company at its corporate headquarters prior to the Expiration Date. Such notice shall specify the number of Shares which the Participant elects to purchase and shall be accompanied by either of the following:

a. a bank-certified check payable to the Company (or other type of check or draft payable to the Company and acceptable to the Secretary) in the amount of the Exercise Price for the Shares being exercised plus any tax withholding resulting from such exercise as computed by Tiffany and Company's payroll department; or

b. a copy of directions to, or a written acknowledgment from, an Approved Broker that the Approved Broker has been directed to sell, for the account of the owner of the Option, Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option, together with an undertaking by the Approved Broker to remit to the Company a sufficient portion of the sale proceeds to pay the Exercise Price for the Shares exercised plus any tax withholding resulting from such exercise as computed by Tiffany and Company's payroll department.

In the case of exercise via method (a), the exercise shall be deemed complete on the Company's receipt of such notice and said check or draft. In the case of exercise via method (b), the exercise shall be deemed complete on the trade date of the sale. The Committee may approve other methods of exercise, as provided for in the Plan, before the Option is exercised.

8. Withholding. All distributions on the exercise of the Option are subject to withholding of all applicable taxes. The method for withholding shall be as provided in paragraph 7 above, unless the Committee approves other methods of withholding, as provided for in the Plan, before the Option is exercised.

Tiffany & Co. 1998 Employee Incentive Plan 03/07/05 Standard Terms of Stock Option Award: Rev. IV Page 2

9. Transferability. The Option is not transferable otherwise than by will or the laws of descent and distribution or pursuant to a "domestic relations order", as defined in the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, and shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, nor shall it be subject to execution, attachment or similar process. Upon any attempt to transfer the Option otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Option otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Option, the Option shall immediately terminate and become null and void.

10. Definitions. For the purposes of the Option, the words and phrases listed below shall be defined as follows:

a. Approved Broker. Means one or more securities brokerage firms designated by the Secretary of the Company from time to time.

b. Change of Control. A "Change of Control" shall be deemed to have occurred if :

(i) any person (as used herein, the word "person" shall mean an individual or an entity) or group of persons acting in concert has acquired thirty-five percent (35%) in voting power or amount of the equity securities of the Company (including the acquisition of any right, option warrant or other right to obtain such voting power or amount, whether or not presently exercisable);

(ii) individuals who constituted the Board of Directors of the Company on May 1, 1998 (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board of Directors, provided that any individual becoming a director subsequent to May 1, 1988 whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director) shall be, for the purposes of this paragraph 10(a), considered as though such individual were a member of the Incumbent Board; or

(iii) any other circumstance with respect to a change in control of the Company occurs which the Committee deems to be a Change in Control of the Company.

A Change of Control which constitutes a Terminating Transaction will be deemed to have occurred as of fourteen days prior to the date scheduled for the Terminating Transaction if provisions shall not have been made in writing in connection with such Terminating Transaction for the assumption of the Option or the substitution for the Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices."

c. Code. The Internal Revenue Code of 1986, as amended.

d. Date of Termination. The Participant's "Date of Termination" shall be the first day occurring on or after the Grant Date on which Participant's employment with the Company and all Related Companies

            terminates for any reason; provided that a

Tiffany & Co. 1998 Employee Incentive Plan                              03/07/05
Standard Terms of Stock Option Award: Rev. IV                             Page 3

termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Related Company or between two Related Companies; and further provided that the Participant's employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Related Company approved by the Participant's employer or required by applicable law. If, as a result of a sale or other transaction, the Participant's employer ceases to be a Related Company (and the Participant's employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by the employer.

e. Disability. Except as otherwise provided by the Committee, the Participant shall be considered to have a "Disability" if he or she is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment, which impairment, in the opinion of a physician selected by the Secretary of the Company, is expected to have a duration of not less than 120 days.

f. Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.

g. Retirement. "Retirement" of the Participant shall mean the occurrence of the Participant's Date of Termination after age 65 (other than a Termination for Cause) or the occurrence of the Participant's Date of Termination after age 55 pursuant to the retirement practices of the Participant's employer.

h. Terminating Transaction. As used herein, the phrase "Terminating Transaction" shall mean any one of the following:

(i) the dissolution or liquidation of the Company;

(ii) a reorganization, merger or consolidation of the Company; or

(iii) a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company goes out of existence or becomes a subsidiary of another corporation, or upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Company by another corporation.

i. Termination for Cause. "Termination for Cause" means termination of employment pursuant to the conduct-based provisions of the employer's policy on involuntary termination of employment by reason of a Participant's action or willful omission, including without limitation, the commission of a crime, fraud, willful misconduct or the unauthorized use or disclosure of confidential information which has resulted or is likely to result in damage to the Company or any of its subsidiaries.

11. Heirs and Successors. The terms of the Option shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. Participant may designate a beneficiary of his/her rights under the Option by filing written notice with the Secretary of the Company. In the event of the Participant's death prior to the full exercise of the Option, the Option may be

exercised by such Beneficiary to the extent that it was

Tiffany & Co. 1998 Employee Incentive Plan                              03/07/05
Standard Terms of Stock Option Award: Rev. IV                             Page 4

exercisable on the Participant's Termination Date and up until its Expiration Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant or before full exercise of the Option, the Option may be exercised by Participant's estate to the extent that it was exercisable on the Participant's Termination Date and up until its Expiration Date.

12. Administration. The authority to manage and control the operation and administration of the Option shall be vested in the Committee, and the Committee shall have all powers with respect to the Option as it has with respect to the Plan. Any interpretation of the Option by the Committee and any decision made by it with respect to the Option is final and binding.

13. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of the Option shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.

Tiffany & Co. 1998 Employee Incentive Plan 03/07/05

Exhibit 10.144

TRANSFERABLE
OPTION
TIFFANY & CO. TERMS
A DELAWARE CORPORATION REV. IV
(THE "COMPANY")

TERMS OF STOCK OPTION AWARD
(TRANSFERABLE NON-QUALIFIED OPTION )

UNDER THE
1998 EMPLOYEE INCENTIVE PLAN
(THE "PLAN")

TERMS ADOPTED MAY 21, 1998, REVISED JANUARY 21, 1999, NOVEMBER 15, 2001 AND
MARCH 7, 2005

1. Introduction and Terms of Option. Participant has been granted a Non-Qualified Stock Option Award (the "Option") to purchase shares of the Company's Common Stock under the Plan by the Stock Option Subcommittee of the Company's Board of Directors (the "Committee"). The name of the "Participant", the "Grant Date", the number of "Covered Shares" and the "Exercise Price" per Share are stated in the attached "Notice of Grant". The other terms and conditions of the Option are stated in this document and in the Plan. Certain initially capitalized words and phrases used in this document are defined in paragraph 10 below and elsewhere in this document.

2. Award and Exercise Price; Option Not An Incentive Stock Option. Subject to the terms and conditions stated in this document, the Option gives Participant the right to purchase the Covered Shares from the Company at the Exercise Price.
THE OPTION IS NOT INTENDED TO CONSTITUTE AN "INCENTIVE STOCK OPTION" AS THAT TERM IS USED IN THE CODE.

3. Earliest Dates for Exercise - Cumulative Installments. Unless otherwise provided in paragraphs 4, 5 or 6 below, the Option shall become exercisable ("mature") in cumulative installments according to the following schedule:

AS OF THE FOLLOWING ANNIVERSARY OF       THE OPTION SHALL MATURE WITH THE RESPECT TO THE FOLLOWING PERCENTAGE
         THE GRANT DATE:                                ("INSTALLMENT") OF THE COVERED SHARES:
----------------------------------       --------------------------------------------------------------------
One-year anniversary                                            25%
Two-year anniversary                                            25%
Three-year anniversary                                          25%
Four-year anniversary                                           25%

Once an installment of the Option matures, as provided in the above schedule, it shall continue to be exercisable with all prior installments on a cumulative basis until the Option expires.

4. Effect of Termination of Employment. An installment of the Option shall not mature if the Participant's Date of Termination occurs before the anniversary of the Grant Date on which such installment was scheduled to mature, unless the Participant's Date of Termination occurs by reason of death or Disability, in which case all installments of the Option which have not previously matured shall mature on said Date of Termination. Installments of the Option which mature on or prior to Participant's Date of Termination will remain exercisable, subject to expiration as provided in paragraph 6 below.

5. Effect of Change in Control. All installments of the Option shall mature upon the date of a Change of Control unless the Participant's Date of Termination occurs before the date of the Change of Control.

The Committee reserves the right to unilaterally amend the definition of a "Change of Control" so as to specify additional circumstances which shall be deemed to constitute a Change of Control.

6. Expiration. The Option, including matured installments thereof, shall not be exercisable in part or in whole on or after the Expiration Date. The "Expiration Date" shall be the earliest to occur of:

a. the ten-year anniversary of the Grant Date;

b. if the Participant's Date of Termination occurs by reason of death, Disability or Retirement, the two-year anniversary of such Date of Termination;

c. if the Participant's Date of Termination occurs for reasons other than death, Disability, Retirement or Termination for Cause, the three month anniversary of such Date of Termination;

d. if the Participant's Date of Termination occurs by reason of Termination for Cause, the Date of Termination.

7. Methods of Option Exercise. The Option may be exercised in whole or in part as to any Shares that have matured by filing a written notice of exercise with the Secretary of the Company at its corporate headquarters prior to the Expiration Date. Such notice shall specify the number of Shares which the Participant elects to purchase and shall be accompanied by either of the following:

a. a bank-certified check payable to the Company (or other type of check or draft payable to the Company and acceptable to the Secretary) in the amount of the Exercise Price for the Shares being exercised plus any tax withholding resulting from such exercise as computed by Tiffany and Company's payroll department; or

b. a copy of directions to, or a written acknowledgment from, an Approved Broker that the Approved Broker has been directed to sell, for the account of the owner of the Option, Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option, together with an undertaking by the Approved Broker to remit to the Company a sufficient portion of the sale proceeds to pay the Exercise Price for the Shares exercised plus any tax withholding resulting from such exercise as computed by Tiffany and Company's payroll department.

In the case of exercise via method (a), the exercise shall be deemed complete on the Company's receipt of such notice and said check or draft. In the case of exercise via method (b), the exercise shall be deemed complete on the trade date of the sale. The Committee may approve other methods of exercise, as provided for in the Plan, before the Option is exercised.

8. Withholding. All distributions on the exercise of the Option are subject to withholding of all applicable taxes. The method for withholding shall be as provided in paragraph 7 above, unless the Committee approves other methods of withholding, as provided for in the Plan, before the Option is exercised.

9. Transferability. The Option is not transferable otherwise than by will or the laws of descent and distribution or pursuant to a "domestic relations order", as defined in the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, and shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, nor shall it be subject to execution, attachment or similar process. Notwithstanding the foregoing, the Option may be transferred by the Participant to (i) the spouse, children or grandchildren of the Participant (each an "Immediate Family Member"), (ii) a trust or trusts for the exclusive benefit of

any or all Immediate Family

Tiffany & Co. 1998 Employee Incentive Plan                              03/07/05
Transferable Option: Terms of Stock Option Award - Rev. IV              Page 2

Members, or (iii) a partnership in which any or all Immediate Family Members are the only partners, provided that (x) there may be no consideration paid or otherwise given for any such transfer, and (y) subsequent transfer of the Option is prohibited otherwise than by will, the laws of descent and distribution or pursuant to a domestic relations order. Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The provisions of paragraph 4 above shall continue to be applied with respect to the original Participant following transfer and the Option shall be exercisable by the transferee only to the extent, and for the periods specified, herein. Upon any attempt to transfer the Option otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Option otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Option, the Option shall immediately terminate and become null and void.

10. Definitions. For the purposes of the Option, the words and phrases listed below shall be defined as follows:

a. Approved Broker. Means one or more securities brokerage firms designated by the Secretary of the Company from time to time.

b. Change of Control. A "Change of Control" shall be deemed to have occurred if :

(i) any person (as used herein, the word "person" shall mean an individual or an entity) or group of persons acting in concert has acquired thirty-five percent (35%) in voting power or amount of the equity securities of the Company (including the acquisition of any right, option warrant or other right to obtain such voting power or amount, whether or not presently exercisable);

(ii) individuals who constituted the Board of Directors of the Company on May 1, 1998 (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board of Directors, provided that any individual becoming a director subsequent to May 1, 1988 whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director) shall be, for the purposes of this paragraph 10(a), considered as though such individual were a member of the Incumbent Board; or

(iii) any other circumstance with respect to a change in control of the Company occurs which the Committee deems to be a Change in Control of the Company.

A Change of Control which constitutes a Terminating Transaction will be deemed to have occurred as of fourteen days prior to the date scheduled for the Terminating Transaction if provisions shall not have been made in writing in connection with such Terminating Transaction for the assumption of the Option or the substitution for the Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices.

c. Code. The Internal Revenue Code of 1986, as amended.

d. Date of Termination. The Participant's "Date of Termination" shall be the first day occurring on or after the Grant Date on which Participant's employment with the Company and all Related Companies terminates for any reason; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Related Company or between two Related Companies; and further provided

      that the Participant's

Tiffany & Co. 1998 Employee Incentive Plan                              03/07/05
Transferable Option: Terms of Stock Option Award - Rev. IV              Page 3

employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Related Company approved by the Participant's employer or required by applicable law. If, as a result of a sale or other transaction, the Participant's employer ceases to be a Related Company (and the Participant's employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by the employer.

e. Disability. Except as otherwise provided by the Committee, the Participant shall be considered to have a "Disability" if he or she is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment, which impairment, in the opinion of a physician selected by the Secretary of the Company, is expected to have a duration of not less than 120 days.

f. Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.

g. Retirement. "Retirement" of the Participant shall mean the occurrence of the Participant's Date of Termination after age 65 or the occurrence of the Participant's Date of Termination after age 55 pursuant to the retirement practices of the Participant's employer.

h. Terminating Transaction. As used herein, the phrase "Terminating Transaction" shall mean any one of the following:

(i) the dissolution or liquidation of the Company;

(ii) a reorganization, merger or consolidation of the Company; or

(iii) a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company goes out of existence or becomes a subsidiary of another corporation, or upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Company by another corporation.

i. Termination for Cause. "Termination for Cause" means termination of employment pursuant to the conduct-based provisions of the employer's policy on involuntary termination of employment by reason of a Participant's action or willful omission, including without limitation, the commission of a crime, fraud, willful misconduct or the unauthorized use or disclosure of confidential information which has resulted or is likely to result in damage to the Company or any of its subsidiaries.

11. Heirs and Successors. The terms of the Option shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. Participant may designate a beneficiary of his/her rights under the Option by filing written notice with the Secretary of the Company. In the event of the Participant's death prior to the full exercise of the Option, the Option may be exercised by such Beneficiary to the extent that it was exercisable on the Participant's Termination Date and up until its Expiration Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant or before full exercise of the Option, the Option may be exercised by Participant's estate to the extent that it was exercisable on the Participant's Termination Date and up until its Expiration Date.

12. Administration. The authority to manage and control the operation and administration of the Option shall be vested in the Committee, and the Committee

shall have all powers with respect to the Option as it has with

Tiffany & Co. 1998 Employee Incentive Plan                              03/07/05
Transferable Option: Terms of Stock Option Award - Rev. IV              Page 4

respect to the Plan. Any interpretation of the Option by the Committee and any decision made by it with respect to the Option is final and binding.

13. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of the Option shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.

Tiffany & Co. 1998 Employee Incentive Plan 03/07/05