RESTATED
                  CERTIFICATE OF INCORPORATION
                               OF
                          TIFFANY & CO.
 
 
 
          (Incorporated August 16, 1984 as Tiffco Inc.)
 
 
     FIRST:    The name of the Corporation is Tiffany & Co.
(hereinafter sometimes called the "Corporation").
 
     SECOND:   The address of the Corporation's registered office
in the State of Delaware is Corporation Trust Center, 1209 Orange
Street, City of Wilmington, County of New Castle, State of Delaware
19801.   The name of its registered agent at such address is The
Corporation Trust Company.
 
     THIRD:    The nature of the business or purposes to be
conducted or promoted are to engage in any lawful act or activity
for which corporations may be organized under the General
Corporation Law of the State of Delaware.
 
     FOURTH:   The Corporation shall be authorized to issue two
classes of shares of stock to be designated, respectively,
"Preferred Stock" and  "Common Stock";  the total number of shares
which the Corporation shall have authority to issue is Sixty-two
Million (62,000,000);  the total number of shares of Preferred
Stock shall be Two Million (2,000,000) and each such share shall
have a par value of $.01;  and the total number of shares of Common
Stock shall be Sixty Million (60,000,000) and each such share of
Common Stock shall have a par value of $.01.
 
     Shares of Preferred Stock may be issued from time to time in
one or more series.  The Board is hereby authorized to fix or alter
the designations and powers, preferences and relative,
participating, optional or other rights, if any, and
qualifications, limitations or restrictions thereof, including,
without limitation, the dividend rate (and whether dividends are
cumulative), conversion rights, if any, voting rights, rights and
terms of redemption (including sinking fund provisions, if any),
redemption price and liquidation preferences of any wholly unissued
series of Preferred Stock, and the number of shares constituting
any such series and the designation thereof, or any of them;  and
to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the
number of shares of such series then outstanding.  Shares of
Preferred Stock that may be redeemed, purchased or acquired by the
Corporation may be reissued except as otherwise provided by law.
<PAGE>
     A series of Preferred Stock designated as Series A Junior
Participating Cumulative Preferred Stock, $.01 par value, has been
created by the Board of Directors of the Corporation having the
powers, preferences, and rights, and the qualifications,
limitations, and restrictions, as set forth below. 
 
          Section 1.     Designation and Amount.  The shares of
such series shall be designated as Series A Junior Participating
Cumulative Preferred Stock, $.01 par value (the "Series A Preferred
Stock"), and the number of shares constituting such series shall be
Three Hundred and Eighty-Six Thousand (386,000).
 
          Section 2.     Dividends and Distribution.
 
          (a)  The holders of shares of Series A preferred Stock,
in preference to the holders of shares of Common Stock, par value
$.01 per share, of the Corporation (the "Common Stock") and of any
other junior stock of the Corporation that may be outstanding,
shall be entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the tenth day of January,
April, July and October in each year (each such date being referred
to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred Stock, in
an amount per share (rounded to the nearest cent) equal to the
greater of (i) $.25 per share ($1.00 per annum), or (ii) subject to
the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable in
shares of Common Stock, or a subdivision of the outstanding shares
of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend
Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of
a share of Series A Preferred Stock.  In the event that the
Corporation shall at any time declare or pay any dividend on Common
Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser
number of shares of Common Stock, then and in each such event, the
amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (ii) of the
preceding sentence shall be adjusted by multiplying such amount by
a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event, and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
 
          (b)  The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (a) of this Section 2 immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided, however, that in the
event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $.25 per share ($1.00 per annum) on the Series
A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
 
          (c)  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such
shares of Series A Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which
cases such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date.  Accrued but unpaid dividends
shall cumulate but shall not bear interest.  Dividends paid on the
shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among
all such shares at the time outstanding.  The Board of Directors
may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend
or distribution declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the payment thereof.
 
 
          Section 3.     Voting Rights.      The holders of shares
of Series A Preferred Stock shall have the following voting rights:
 
          (a)  Each share of Series A Preferred Stock shall entitle
the holder thereof to 100 votes (and each one-hundredth of a share
of Series A Preferred Stock shall entitle the holder thereof to one
vote) on all matters submitted to a vote of the stockholders of the
Corporation.  In the event that the Corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of
Common Stock or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then and in each such event, the number of votes
per share to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after
such event, and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
 
          (b)  Except as otherwise provided in the Restated
Certificate of Incorporation of the Corporation or herein or by
law, the holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock shall vote together as one class
on all matters submitted to a vote of stockholders of the
Corporation.
 
          (c)  In addition, the holders of shares of Series A
Preferred Stock shall have the following special voting rights:
 
          In the event that at any time dividends on Series A
          Preferred Stock, whenever accrued and whether or not
          consecutive, shall not have been paid or declared and a
          sum sufficient for the payment thereof set aside, in an
          amount equivalent to six quarterly dividends on all
          shares of Series A Preferred Stock at the time
          outstanding, then and in each such event, the holders of
          shares of Series A Preferred Stock and each other series
          of preferred stock now or hereafter issued that shall be
          accorded such class voting right by the Board of
          Directors and that shall have the right to elect three
          directors as the result of a prior or subsequent default
          in payment of dividends on such series (each such other
          series being hereinafter called "Other Series of
          Preferred Stock"), voting separately as a class without
          regard to series, shall be entitled to elect three
          directors at the next annual meeting of stockholders of
          the Corporation, in addition to the directors to be
          elected by the holders of all shares of the Corporation
          entitled to vote for the election of directors, and the
          holders of all shares (including the Series A Preferred
          Stock) otherwise entitled to vote for directors, voting
          separately as a class, shall be entitled to elect the
          remaining members of the Board of Directors, provided
          that the Series A Preferred Stock and each Other Series
          of Preferred Stock, voting as a class, shall not have the
          right to elect more than three directors.  Such special
          voting right of the holders of shares of Series A
          Preferred Stock may be exercised until all dividends in
          default on the Series A Preferred Stock shall have been
          paid in full or declared and funds sufficient therefor
          set aside, and when so paid or provided for, such special
          voting right of the holders of shares of Series A
          Preferred Stock shall cease, but subject always to the
          same provisions for the vesting of such special voting
          rights in the event of any such future dividend default
          or defaults.  At any time after such special voting
          rights shall have so vested in the holders of shares of
          Series A Preferred Stock, the Secretary of the
          Corporation may, and upon the written request of the
          holders of record of 10% or more in number of the shares
          of Series A Preferred Stock and each Other Series of
          Preferred Stock then outstanding addressed to the
          Secretary at the principal executive office of the
          Corporation shall, call a special meeting of the holders
          of shares of Preferred Stock so entitled to vote, for the
          election of the directors to be elected by them as herein
          provided, to be held within 60 days after such call and
          at the place and upon the notice provided by law and in
          the Bylaws for the holding of meetings of stockholders;
          provided, however, that the Secretary shall not be
          required to call such special meeting in the case of any
          such request received less than 90 days before the date
          fixed for any annual meeting of stockholders, and if in
          such case such special meeting is not called or held, the
          holders of shares of Preferred Stock so entitled to vote
          shall be entitled to exercise the special voting rights
          provided in this paragraph at such annual meeting.  If
          any such special meeting  required to be called as above
          provided shall not be called by the Secretary within 30
          days after receipt of any such request, then the holders
          of record of 10% or more in number of the shares of
          Series A Preferred Stock and each Other Series of
          Preferred Stock then outstanding may designate in writing
          one of their number to call such meeting, and the person
          so designated may, at the expense of the Corporation,
          call such meeting to be held at the place and upon the
          notice given by such person, and for that purpose shall
          have access to the stock books of the Corporation.  No
          such special meeting and no adjournment thereof shall be
          held on a date later than 60 days before the annual
          meeting of stockholders.  If, at any meeting so called or
          at any annual meeting held while the holders of shares of
          Series A Preferred Stock have the special voting rights
          provided for in this paragraph, the holders of not less
          than 40% of the shares of Series A Preferred Stock and
          each Other Series of Preferred Stock then outstanding are
          present in person or by proxy, which percentage shall be
          sufficient to constitute a quorum for the election of
          additional directors as herein provided, the then
          authorized number of directors of the Corporation shall
          be increased by three, as of the time such special
          meeting or the time of the first such annual meeting held
          while such holders have special voting rights and such
          quorum is present, and the holders of shares of Series A
          Preferred Stock and each Other Series of Preferred Stock,
          voting as a class, shall be entitled to elect the
          additional directors so provided for.  If the directors
          of the Corporation are then divided into classes under
          provisions of the Restated Certificate of Incorporation
          of the Corporation or the Bylaws, the three additional
          directors shall be members of those respective classes of
          directors in which a vacancy is created as a result of
          such increase in the authorized number of directors.  If
          the foregoing expansion of the size of the Board of
          Directors shall not be valid under applicable law, then
          the holders of shares of Series A Preferred Stock and of
          each Other Series of Preferred Stock, voting as a class,
          shall be entitled, at the meeting of stockholders at
          which they would otherwise have voted, to elect directors
          to fill any then existing vacancies on the Board of
          Directors, and shall additionally be entitled, at such
          meeting and each subsequent meeting of stockholders at
          which directors are elected, to elect all of the
          directors then being elected until by such class vote
          three members of the Board of Directors have been so
          elected.  Upon the election at such meeting by the
          holders of shares of Series A Preferred Stock, and each
          Other Series of Preferred Stock, voting as a class, of
          the directors they are entitled so to elect, the persons
          so elected, together with such persons as may be
          directors or as may have been elected as directors by the
          holders of all shares (including Series A Preferred
          Stock) otherwise entitled to vote for directors, shall
          constitute the duly elected directors of the Corporation. 
          The additional directors so elected by holders of shares
          of Series A Preferred Stock and each Other Series of
          Preferred Stock voting as a class, shall serve until the
          next annual meeting or until their respective successors
          shall be elected and qualified, or if any such director
          is a member of a class of directors under provisions
          dividing the directors into classes, each such director
          shall serve until the annual meeting at which the term of
          office of such director's class shall expire or until
          such director's successor shall be elected and shall
          qualify, and at each subsequent meeting of stockholders
          at which the directorship of any director elected by the
          vote of holders of shares of Series A Preferred Stock and
          each Other Series of Preferred Stock under the special
          voting rights set forth in this paragraph is up for
          election, said special class voting rights shall apply in
          the reelection of such director or in the election of
          such director's successor; provided, however, that
          whenever the holders of shares of Series A Preferred
          Stock and each Other Series of Preferred Stock shall be
          divested of the special rights to elect three directors
          as above provided, the terms of office of all persons
          elected as directors by the holders of shares of Series
          A Preferred Stock and each Other Series of Preferred
          Stock, voting as a class or elected to fill any vacancies
          resulting from the death, resignation, or removal of
          directors so elected by the holders of shares of Series
          A Preferred Stock and each Other Series of Preferred
          Stock, shall forthwith terminate (and, if applicable, the
          number of directors shall be reduced accordingly).  If,
          at any time after a special meeting of stockholders or an
          annual meeting of stockholders at which the holders of
          shares of Series A Preferred Stock and each Other Series
          of Preferred Stock, voting as a class, have elected
          directors as provided above, and while the holders of
          shares of Series A Preferred Stock and each Other Series
          of Preferred Stock shall be entitled so to elect three
          directors, the number of directors who have been elected
          by the holders of shares of Series A Preferred Stock and
          each Other Series of Preferred Stock (or who by reason of
          one or more resignations, deaths or removals have
          succeeded any directors so elected) shall by reason of
          resignation, death or removal be less than three but at
          least one, the vacancy in the directors so elected by the
          holders of shares of the Series A Preferred Stock and
          each Other Series of Preferred Stock may be filled by the
          remaining director elected by such holders, and in the
          event that such election shall not occur within 30 days
          after such vacancy arises, or in the event that there
          shall not be incumbent at least one director so elected
          by such holders, the Secretary of the Corporation may,
          and upon the written request of the holders of record of
          10% or more in number of the shares of Series A Preferred
          Stock and each Other Series of Preferred Stock then
          outstanding addressed to the Secretary at the principal
          office of the Corporation shall, call a special meeting
          of the holders of Series A Preferred Stock and each Other
          Series of Preferred Stock so entitled to vote, for an
          election to fill such vacancy or vacancies, to be held
          within 60 days after such call and at the place and upon
          the notice provided by law and in the Bylaws for the
          holding of meetings of stockholders; provided, however,
          that the Secretary shall not be required to call such
          special meeting in the case of any such request received
          less than 90 days before the date fixed for any annual
          meeting of stockholders, and if in such case such special
          meeting is not called, the holders of shares of Preferred
          Stock so entitled to vote shall be entitled to fill such
          vacancy or vacancies at such annual meeting.  If any such
          special meeting required to be called as above provided
          shall not be called by the Secretary within 30 days after
          receipt of any such request, then the holders of record
          of 10% or more in number of the shares of Series A
          Preferred Stock and each Other Series of Preferred Stock
          then outstanding may designate in writing one of their
          number to call such meeting, and the person so designated
          may, at the expense of the Corporation, call such meeting
          to be held at the place and upon the notice above
          provided, and for that purpose shall have access to the
          stock books of the Corporation; no such special meeting
          and no adjournment thereof shall be held on a date later
          than 60 days before the annual meeting of stockholders.
 
          (d)  Nothing herein shall prevent the directors or
stockholders from taking any action to increase the number of
authorized shares of Series A Preferred Stock, or increasing the
number of authorized shares of Preferred Stock of the same class as
the Series A Preferred Stock or the number of authorized shares of
Common Stock, or changing the par value of the Common Stock or
Preferred Stock, or issuing options, warrants or rights to any
class of stock of the Corporation as authorized by the Restated
Certificate of Incorporation of the Corporation, as it may
hereafter be amended.
 
          (e)  Except as set forth herein, holders of shares of
Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are
entitled to vote as set forth in the Restated Certificate of
Incorporation of the Corporation or herein or by law) for taking
any corporate action.
 
          Section 4.     Certain Restrictions.
 
          (a)  Whenever any dividends or other distributions
payable on the Series A Preferred Stock as provided in Section 2
hereof are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full,
the Corporation shall not and shall cause its subsidiaries not to,
directly or indirectly:
 
               (i)  declare or pay dividends on, or make any other
     distributions with respect to, any shares of stock ranking
     junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred Stock;
 
               (ii) declare or pay dividends on, or make any other
     distributions with respect to, any shares of stock ranking on
     a parity (either as to dividends or upon liquidation,
     dissolution or winding up) with the Series A Preferred Stock,
     except dividends paid ratably on shares of the Series A
     Preferred Stock and all such parity stock on which dividends
     are payable or in arrears in proportion to the total amounts
     to which the holders of all such shares are then entitled;
 
               (iii) redeem or purchase or otherwise acquire for
     consideration shares of any stock ranking junior (either as to
     dividends or upon liquidation, dissolution or winding up) with
     the Series A Preferred Stock, provided that the Corporation
     may at any time redeem, purchase or otherwise acquire shares
     of any such junior stock in exchange for shares of any stock
     of the Corporation ranking junior (either as to dividends or
     upon dissolution, liquidation or winding up) to the Series A
     Preferred Stock; or
 
               (iv) purchase or otherwise acquire for consideration
     any shares of Series A Preferred Stock, or any shares of stock
     ranking on a parity with the Series A Preferred Stock, except
     in accordance with a purchase offer made in writing or by
     publication (as determined by the Board of Directors) to all
     holders of such shares upon such terms as the Board of
     Directors, after consideration of the respective annual
     dividend rates and other relative rights and preferences of
     the respective series and classes, shall determine in good
     faith will result in fair and equitable treatment among the
     respective series or classes.
 
          (b)  The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration 
any shares of stock of the Corporation unless the Corporation
could, under paragraph (a) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.
 
          Section 5.     Reacquired Shares.  Any shares of Series
A Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof.  All such shares shall upon
their cancellation become authorized but unissued shares of
preferred stock, without designation as to series, and may be
reissued as part of any series of preferred stock created by
resolution or resolutions of the Board of Directors (including
Series A Preferred Stock), subject to the conditions and
restrictions on issuance set forth herein.
 
          Section 6.     Liquidation, Dissolution or Winding Up. 
Upon any liquidation, dissolution or winding up of the Corporation,
no distribution shall be made to:
 
          (a)  the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock unless, prior thereto, the
holders of shares of Series A Preferred Stock shall have received
the greater of (i) $1.00 per share ($.01 per one one-hundredth of
a share), plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such
payment, or (ii) an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times
the aggregate amount to be distributed per share to holders of
shares of Common Stock; or
 
          (b)  the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Stock, except distributions made
ratably on the Series A Preferred Stock and all other such parity
stock in proportion to the total amounts to which the holders of
all such shares are entitled upon such liquidation, dissolution or
winding up.
 
In the event that the Corporation shall at any time declare or pay
any dividend on Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common
Stock, then and in each such event, the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause (a) of
the preceding sentence shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event, and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
 
          Section 7.     Consolidation, Merger, etc.   In the event
that the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or securities,
cash and/or any other property, or otherwise changed, then and in
each such event, the shares of Series A Preferred Stock shall at
the same time be similarly exchanged or changed in an amount per
share (subject to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as
the case may be, into which or for which each share of Common Stock
is changed or exchanged.  In the event that the Corporation shall
at any time declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then and in each such event, the amount set
forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after
such event, and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
 
          Section 8.     No Redemption.      The shares of Series
A Preferred Stock shall not be redeemable.  Notwithstanding the
foregoing, the Corporation may acquire shares of Series A Preferred
Stock in any other manner permitted by law, the Restated
Certificate of Incorporation of the Corporation or herein.
 
          Section 9.     Rank.     Unless otherwise provided in the
Restated Certificate of Incorporation of the Corporation or a
Certificate of Designations relating to a subsequent series of
preferred stock of the Corporation, the Series A Preferred Stock
shall rank junior to all other series of the Corporation's
preferred stock as to the payment of dividends and the distribution
of assets on liquidation, dissolution or winding up, and senior to
the Common Stock of the Corporation.
 
          Section 10.    Amendment.     The Restated Certificate of
Incorporation of the Corporation shall not be amended in any manner
that would materially and adversely alter or change the powers,
preferences or special rights of the Series A Preferred Stock
without the affirmative vote of the holders of at least two-thirds
of the outstanding shares of Series A Preferred Stock, voting
together as a single series.
 
          Section 11.    Fractional Shares.  Series A Preferred
Stock may be issued in fractions of a share (in one one-hundredths
(1/100) of a share and integral multiples thereof) that shall
entitle the holder thereof, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends,
participate in distributions and have the benefit of all other
rights of holders of shares of Series A Preferred Stock.
               
     FIFTH:    [The name and mailing address of the incorporator
has been intentionally omitted]
 
     SIXTH:    The following additional provisions are inserted for
the management of the business and for the conduct of the affairs
of the Corporation, and for the creation, definition, limitation
and regulation of the powers of the Corporation, the directors and
the stockholders:
 
     1.   Election of directors need not be by written ballot.  The
Board shall have power to make, alter, amend and repeal the By-Laws
of the Corporation and to fix the compensation of directors for
services in any capacity.
 
     2.   Any election or other action by stockholders of this
Corporation must be effected at an annual or special meeting of
stockholders, and may not be effected by written consent without a
meeting.
 
     SEVENTH:  Special meetings of the stockholders of the
Corporation for any purpose or purposes may be called at any time
by a majority vote of the members of the Board.  Such special
meetings may not be called by any other person or persons or in any
other manner.
 
     EIGHTH:   A director of this Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except
(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.  If the Delaware
General Corporation Law is amended after approval by the
stockholders of this Article EIGHTH to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law, as so amended from time to time.  No
repeal or modification of the foregoing Article EIGHTH by the
stockholders shall adversely affect any right or protection of a
director of the Corporation existing by virtue of this Article
EIGHTH at the time of such appeal or modification.
 
 
     NINTH:    Notwithstanding any other vote which may be required
under applicable law, and in addition thereto, the affirmative vote
of holders of not less than eighty percent (80%) of the total
voting power of all outstanding shares of voting stock of this
Corporation shall be required to approve:  (a) any merger (other
than a merger with a 90% stockholder of this Corporation effected
in accordance with Section 253 of the Delaware General Corporation
Law), consolidation, combination or reorganization of this
Corporation or any of its subsidiaries with any other corporation
if such other corporation is a Substantial Stockholder (as defined
below) or an Associate (as defined below) of a Substantial
Stockholder, or (b) the sale, lease or exchange by this Corporation
or any of its subsidiaries of all or a Substantial Part (as defined
below) of its assets to or with a Substantial Stockholder or an
Associate thereof, or (c) the issuance or delivery of any stock or
other securities of this Corporation or any of its subsidiaries in
exchange or payment for any cash or other properties or assets of
such Substantial Stockholder or Associate thereof of securities of
such Substantial Stockholder or Associate thereof, or (d) any
reverse stock split of, or exchange of securities, cash or other
properties or assets for, any outstanding securities of the
Corporation or any of its subsidiaries, or any liquidation or
dissolution of this Corporation or any of its subsidiaries, in any
such case in which a Substantial Stockholder or an Associate
thereof receives or retains any securities, cash or other
properties or assets whether or not different from those received
or retained by any holder of securities of the same class as held
by such substantial Stockholder or Associate thereof;  provided,
however, that the foregoing shall not apply to any such merger,
consolidation, combination, reorganization, sale, lease or
exchange, or issuance or delivery of stock or other securities, or
reverse stock split, exchange, liquidation or dissolution which is
approved by resolution adopted by a majority of the Continuing
Directors (as defined below) of this Corporation, nor shall it
apply to any such transaction solely between this Corporation and
another corporation controlled by this Corporation none of the
securities of which is owned before or after such transaction
directly or indirectly by a Substantial Stockholder or Associate
thereof.
 
     As used in this Certificate of Incorporation, the following
terms shall have the respective meanings set forth below:
 
      (i)      "Substantial Stockholder" shall mean any person
     or group of two or more persons who have agreed to act
     together for the purpose of acquiring, holding, voting or
     disposing of securities who singly or together with its
     or their Associates owns, owns beneficially, or controls
     in the aggregate,  directly or indirectly, securities
     representing ten percent (10%) or more of  the voting
     power of all shares of voting stock of this Corporation; 
     provided, however, that the term "Substantial
     Stockholder" shall not include any benefit plan or trust
     established by this Corporation or any of its
     subsidiaries for the benefit of the employees of  this
     Corporation and/or any of its subsidiaries or any
     trustee, agent or other representative of any such plan
     or trust;
 
     (ii)      An "Affiliate" of any specified person is any
     person (other than this Corporation and any corporation
     controlled by this Corporation none of the voting
     securities of which is owned directly or indirectly, by
     a Substantial Stockholder or any Associate thereof) who
     directly or indirectly, through one or more
     intermediaries, controls, or is controlled by, or is
     under common control with, the person specified;
 
     (iii)     The term "control" shall mean the possession,
     directly or indirectly, of the power to direct or cause
     the direction of the management and policies of a person,
     whether through the ownership of voting securities, by
     contract or otherwise;
 
     (iv)      "Substantial Part" of the assets shall mean
     assets of this Corporation or any of its subsidiaries
     comprising more than ten percent (10%) of the book value
     or fair market value of the total assets of this
     Corporation and its subsidiaries taken as a whole;
 
     (v)       An "Associate" of a Substantial Stockholder is
     any person who is, or was within a period of five (5)
     years prior to the time of determination, an officer,
     director, employee, partner, trustee, agent, member of
     the immediate family or Affiliate of the Substantial
     Stockholder or of an Affiliate thereof;
 
     (vi)      The term "person" shall include a corporation,
     partnership, trust or government or political subdivision
     thereof, an individual, an estate, an association or any
     unincorporated organization;
 
     (vii)     The term "member of the immediate family" shall
     mean any of a person's spouse, parents, children,
     siblings, mothers- and fathers-in-law, sons- and
     daughters-in-law, and brothers- and sisters-in-law;
 
     (viii)    The term "Continuing Director" shall mean, as
     to any Substantial Stockholder, any member of the Board
     of Directors of this Corporation who is not the
     Substantial Stockholder or any affiliate thereof and (a)
     was a member of the Board of Directors of this
     Corporation prior to March 1987, or thereafter became a
     member of the Board of Directors of this Corporation
     prior to the time the Substantial Stockholder became a
     Substantial Stockholder, or (b) is any successor of a
     Continuing Director and was recommended to succeed such
     Continuing Director by a majority of Continuing Directors
     then on the Board.
 
     In the context of any transaction described in this
     Article NINTH, the Board of Directors acting by majority
     vote shall have the exclusive power and duty to
     determine, on the basis of information known to them
     after reasonable inquiry, (i) whether a person is a
     Substantial Stockholder, (ii) whether a person is an
     Affiliate or Associate of a Substantial Stockholder,
     (iii) whether a person is a Continuing Director and (iv)
     whether a portion of the assets of this corporation
     constitutes a Substantial Part of such assets.  Any such
     determination of the Directors shall be final and binding
     in the absence of bad faith, fraud or gross negligence by
     such Directors.
 
     The affirmative vote of holders of not less than eighty
     percent (80%) of the total voting power of all
     outstanding shares of voting stock of the Corporation
     shall be required to amend this Article NINTH.
 
     IN WITNESS WHEREOF, this Restated Certificate of
Incorporation, which only restates and integrates but does not
further amend the provisions of the Corporation's certificate of
incorporation, as heretofore amended or supplemented, there being
no discrepancies between those provisions and the provisions of
this Restated Certificate of Incorporation, having been duly
adopted in accordance with Section 245 of the Delaware General
Corporation Law, has been signed by its President this 16th day of
May, 1996.
 
 
                                   TIFFANY & CO.
 
 
                                   
                                   BY:  /s/ Michael J. Kowalski
                                        Michael J. Kowalski
                                        President
 
 
 
 
 


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  TIFFANY & CO.
                           ---------------------------
 
                         Pursuant to Section 242 of the
                General Corporation Law of the State of Delaware
 
 
     Tiffany & Co., a corporation of the State of Delaware (the  "Corporation"),
hereby sets forth an Amendment to its Certificate of Incorporation pursuant to 8
Del. C. ss.242, hereby certifying as follows:
 
     FIRST:  The Certificate of  Incorporation  of the Corporation is amended by
striking out the first  paragraph of Article FOURTH thereof and by  substituting
in lieu thereof a new first paragraph of Article FOURTH reading as follows:
 
          FOURTH:  The  Corporation  shall be authorized to issue two classes of
          shares of stock to be designated, respectively,  "Preferred Stock" and
          "Common Stock"; the total number of shares which the Corporation shall
          have  authority  to  issue  is  One  Hundred  and  Twenty-two  Million
          (122,000,000);  the total number of shares of Preferred Stock shall be
          Two Million  (2,000,000) and each such share shall have a par value of
          $.01;  and the total  number of  shares of Common  Stock  shall be One
          Hundred and Twenty Million (120,000,000) and each such share of Common
          Stock shall have a par value of $.01.
 
     SECOND:  Said amendment was duly adopted in accordance  with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
 
     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed by it President and attested by it Secretary this 20th day of May, 1999.
 
                                                 TIFFANY & CO.
 
 
 
Attest:                                     By:  /s/ Michael J. Kowalski
                                                ___________________________
                                                 Michael J. Kowalski
 /s/ Partrick B. Dorsey                          President
- ---------------------------
Patrick B. Dorsey
Secretary

 

 

 

 



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  TIFFANY & CO.

 

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

 

                         Pursuant to Section 242 of the

                General Corporation Law of the State of Delaware

 

        Tiffany & Co., a corporation of the State of Delaware (the

"Corporation"), hereby sets forth an Amendment to its Certificate of

Incorporation pursuant to 8 Del. C. Section 242, hereby certifying as follows:

 

 

        FIRST: The Certificate of Incorporation of the Corporation is amended

by striking out the first paragraph of Article FOURTH thereof and by

substituting in lieu thereof a new first paragraph of Article FOURTH reading as

follows:

 

                FOURTH: The Corporation shall be authorized to issue two classes

                of shares of stock to be designated, respectively, "Preferred

                Stock" and "Common Stock"; the total number of shares which the

                Corporation shall have authority to issue is Two Hundred and

                Forty-two Million (242,000,000); the total number of shares of

                Preferred Stock shall be Two Million (2,000,000) and each such

                share shall have a par value of $.01; and the total number of

                shares of Common Stock shall be Two Hundred and Forty Million

                (240,000,000) and each such share of Common Stock shall have a

                par value of $.01.

 

        SECOND: Said amendment was duly adopted in accordance with the

provisions of Section 242 of the General Corporation Law of the State of

Delaware.

 

        IN WITNESS WHEREOF, the Corporation has caused this Certificate to be

signed by its President and attested by its Assistant Secretary this 18th day of

May, 2000.

 

                                     TIFFANY & CO.

 

Attest:                      By:     /s/ Michael J. Kowalski

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

                                     Michael J. Kowalski

                                     President

 

/s/ Tarz F. Palomba

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

Tarz F. Palomba

Assistant Secretary

 

[As Filed: 04-10-2001]