Exhibit 4.1

                                SECOND AMENDMENT
                                       TO
                      AMENDED AND RESTATED RIGHTS AGREEMENT

     This Second  Amendment is made to that certain  Amended and Restated Rights
Agreement  dated as of April 8, 2004 (the  "Agreement") by and between Tiffany &
Co., a Delaware  corporation (the "Company") and Mellon Investor Services LLC, a
New Jersey  limited  liability  company  (successor to  ChaseMellon  Shareholder
Service, L.L.C.), as rights agent ("Rights Agent").

     As provided for in Section 27 of the Agreement,  Section 1 of the Agreement
is hereby amended so that the definition of "Final  Expiration  Date" shall read
in its entirely as follows:

          "Final Expiration Date" shall mean January 19, 2006."


This Second Amendment is dated effective January 19, 2006.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed and attested, all as of the day and year first above written.


Attest:                                     TIFFANY & CO.




/s/ Patrick B. Dorsey                       By: /s/ James N. Fernandez
------------------------                       ----------------------------
Patrick B. Dorsey                               James N. Fernandez
Senior Vice President                           Executive Vice President - Chief
General Counsel and Secretary                   Financial Officer


Attest:                                     MELLON INVESTOR SERVICES LLC,
                                            as Rights Agent


/s/ Robert Kavanagh                         By: /s/ Stanley E. Siekierski
------------------------                       ----------------------------
Robert Kavanagh                                 Stanley E. Siekierski
Vice President                                  Vice President