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 * SHUTZER WILLIAM A 2. Issuer Name and Ticker or Trading Symbol TIFFANY & CO [ TIF ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
TIFFANY & CO., 727 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)
6/1/2020
(Street)
NEW YORK, NY 10022
(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  6/1/2020    A    1246 (1) A $0 (2) 184530 (3) D   
Common Stock $.01 Par                 107250  I  By KJC Ltd. (4)
Common Stock $.01 Par                 32210  I  By Article IV Trust (5)

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Includes 1,246 unvested restricted stock units, which will vest in accordance with their terms on the earlier of the one-year anniversary of the grant date, or the termination of the reporting person's service as a director due to death or disability.
(2)  Given for no consideration.
(3)  Includes 3,450 restricted stock units, 1,348 of which are vested; 856 of which are scheduled to vest on the earlier of June 4, 2020, or the termination of the reporting person's service as a director due to death or disability; and 1,246 of which are scheduled to vest on the earlier of June 1, 2021, or the termination of the reporting person's service as a director due to death or disability. The reporting person has elected to defer delivery of the 1,348 vested units (and thereby the delivery of the related shares) until six months after the date on which he ceases to be a director; the terms of the restricted stock units provide for earlier delivery upon the death, or the end of service as a result of disability, of the reporting person.
(4)  KJC Ltd. is a Delaware limited partnership of which the reporting person is the sole general partner and of which three of his adult children are limited partners. Reporting person disclaims beneficialownership of Tiffany & Co. stock held by KJC Ltd.
(5)  Article IV trust dated August 1, 2012 for one of the reporting person's adult children. Reporting person's spouse, Faye Shutzer, is the sole trustee of the trust. Reporting person disclaims beneficial ownership of the Tiffany & Co. stock held by the trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHUTZER WILLIAM A
TIFFANY & CO.
727 FIFTH AVENUE
NEW YORK, NY 10022
X



Signatures
/s/ Catherine W.H. So, Attorney-in-Fact 6/3/2020
**Signature of Reporting Person Date
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