FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Erceg Mark J
2. Issuer Name and Ticker or Trading Symbol

TIFFANY & CO [ TIF ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Principal Financial Officer
(Last)          (First)          (Middle)

TIFFANY & CO., 200 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/19/2020
(Street)

NEW YORK, NY 10010
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock $.01 Par 3/19/2020  M  16657 A (1)76295 D  
Common Stock $.01 Par 3/19/2020  M  1083 A (2)77378 D  
Common Stock $.01 Par 3/19/2020  F  8178 (3)D$118.695 69200 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-based Restricted Stock Units  (1)3/19/2020  M     16657 (1)  (1) (1)Common Stock $.01 Par 16657.0 $0 0 D  
Dividend Equivalent Units  (2)3/19/2020  M     1083   (2) (2)Common Stock $.01 Par 1083.0 $0 1413 D  

Explanation of Responses:
(1) Each performance-based restricted stock unit represented a contingent right to receive a share of issuer's common stock upon satisfaction of financial performance criteria for the three-year performance period ended January 31, 2020 and publication of issuer's audited financial statements for the fiscal year ending on that date. 26,822 performance-based restricted stock units were granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3. The vesting of 10,165 of such performance-based restricted stock units, which were previously projected to vest and be earned in March 2020 following publication of such audited financial statements, was accelerated to December 17, 2019. The remaining 16,657 performance-based restricted stock units were accelerated to vest in full, notwithstanding actual financial performance, on March 19, 2020.
(2) Settlement of dividend equivalent units in connection with vesting of performance-based stock units. The dividend equivalent units accrued when and as dividends were paid on the issuer's common stock and vested proportionately with the performance-based stock units to which they relate. The dividend equivalent units convert to the issuer's common stock on a one-for-one basis.
(3) Shares withheld to cover taxes on vested performance-based restricted stock units pursuant to issuer's default equity vesting procedures.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Erceg Mark J
TIFFANY & CO.
200 FIFTH AVENUE
NEW YORK, NY 10010


Principal Financial Officer

Signatures
/s/ Catherine W.H. So, Attorney-in-Fact3/23/2020
**Signature of Reporting PersonDate

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