Item 1.01 Entry into a Material Definitive Agreement.

On February 18, 2009, Mitsukoshi Limited of Japan ("Mitsukoshi") delivered to Registrant's wholly-owned subsidiary, Tiffany & Co. Japan Inc. ("Tiffany-Japan") a fully signed copy of an Agreement and Memorandum of Understanding made as of February 1, 2009 ("Agreement") between Mitsukoshi and Tiffany. The Agreement concerns the operation of TIFFANY & CO. boutiques in the department stores of Mitsukoshi in Japan and replaces a prior agreement between the parties dated August 1, 2001.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

10.128 Agreement and Memorandum of Understanding made the 1st day of February 2009 by and between Tiffany & Co. Japan Inc. and Mitsukoshi Ltd. of Japan.