Exhibit 10.139b

                         CASH INCENTIVE AWARD AGREEMENT

     AGREEMENT  made  effective  February 1, 2007 by and among  Tiffany & Co., a
Delaware  corporation  (the  "Company"),  Tiffany  and  Company,  the  New  York
subsidiary corporation of the Company ("Tiffany") and [Schedule I]("Executive").

     Whereas,  on March 17, 2005 the Board of Directors of the Company  adopted,
and on May 19, 2005 the stockholders of the Company duly approved, the Company's
2005 Employee Incentive Plan, as subsequently amended (the "Plan"); and

     Whereas, the Stock Option Subcommittee of the Compensation Committee of the
Company was appointed the "Committee" under the Plan by said Board of Directors;
and

     NOW THEREFORE,  based upon the foregoing and in consideration of the mutual
promises hereinafter set forth, it is hereby AGREED as follows:

     1. This Agreement is intended to be an Award  Agreement  under the Plan and
is subject to all terms and  conditions  set forth in such Plan,  including  the
Plan provisions limiting implied rights.

     2. Executive  agrees that he/she shall not be entitled to any cash bonus in
respect of the fiscal  year  ending  January 31, 2008 except as provided in this
Agreement.

     3. Tiffany  agrees to pay, or,  failing that, the Company shall pay, a cash
bonus to  Executive  in respect of the fiscal  year  ending  January 31, 2008 as
follows.  Such bonus shall be paid,  if at all, at such time as bonuses are made
payable to  Tiffany's  management  employees  in respect  of such  fiscal  year,
provided that Executive  remains  employed with Tiffany  through the end of such
fiscal year.  The amount of said cash bonus shall be  determined on the basis of
the following  Performance  Measures -- the Company's  consolidated net earnings
for such fiscal year (as  adjusted by the  Committee  pursuant to Section 9.1 of
the Plan) as specified in the following table:

         Consolidated Net Earnings                     Bonus Amount
         -------------------------                     ------------

         $302,550,000 or more                           $[Column A]
         $292,122,000                                   $[Column B]
         $260,819,000 or less                                   $0.

     Should the  Company's  consolidated  net  earnings  fall between any of the
targets set forth above, the bonus amount payable to Executive shall be prorated
accordingly.

     4. This  Agreement  shall be  governed  by the law of the State of New York
applicable to agreements made and to be performed within said state.

     IN  WITNESS  WHEREOF,  parties  hereto  have  entered  into this  Agreement
effective as of the date first stated above.


                                       I



                                                     Tiffany & Co.
                                                     (the "Company")



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


                                                     Tiffany and Company
                                                     ("Tiffany")



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



                                   Schedule I
                                   ----------

         Name                      Column A                   Column B.
         -----------------------------------------------------------------


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Michael J. Kowalski                 $1,852,500                $926,250
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James E. Quinn                      $1,036,000                $518,000
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James N. Fernandez                    $858,000                $429,000
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Beth O. Canavan                       $689,000                $344,500
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                                       II