Exhibit 10.140d
                                     (Date)

                             FORM OF NOTICE OF GRANT
             Tiffany & Co. Performance-Based Restricted Stock Grant
               Under the 2005 Employee Incentive Plan (The "Plan")

Participant:

(Name)
(Address 1)
(Address 2)

PSU Grant No.                               :  ______________

PSU Grant Date                              :  January 20, 2010

Number of Performance-Based                          *         * (see schedule
  Restricted Stock Grant                    :                    on last page)

Plan and Type                               :  EI05 PSU

Employee ID                                 :  ______________

Dear Participant:

I am pleased to advise that you have been awarded the number of Restricted Stock
Units  indicated  above.  Each  Restricted  Stock Unit  represents  the right to
receive one share of Tiffany & Co.  Common Stock,  $.01 par value per share,  on
vesting of the Unit.

These Performance-Based Restricted Stock Units are granted under and governed by
the  terms  and   conditions  of  the  Plan,  as  amended,   and  the  Terms  of
Performance-Based  Restricted Stock Grant (2010 Version) (the "Terms")  attached
hereto and made a part  hereof.  A Prospectus  of the Plan is also  attached for
your reference. Please read these documents and keep them for future reference.

Vesting of the Units is governed by the Terms. The following  additional defined
items, in addition to those stated in the Terms,  will determine  vesting of the
Units:

               "Performance  Period" means the three-year  period ending January
               31, 2013;

               "Earnings" means the Corporation's  consolidated net earnings per
               share on a diluted  basis,  as reported in the  Company's  Annual
               Reports on Form 10-K,  aggregated over the Performance Period and
               as adjusted as provided for in the Terms;

























               "Earnings Threshold" means Earnings of $4.25;

               "Earnings Target" means Earnings of $9.10;

               "Earnings Maximum" means Earnings of $12.21;

               "ROA" shall have the  meaning  set forth in the  above-referenced
               Terms;

               "ROA Target" means ROA of 10.6%; and

               "Grant Date" means January 20, 2010.

Be sure to verify the accuracy of the information  concerning you in this letter
(i.e., formal name, Employee ID, home address). If any changes are required, now
or in the future,  or should you have questions  about your stock award,  please
contact ____________________ at _______________.



                                                   Very truly yours,


                                                   Michael J. Kowalski
Attachments:

Terms of Performance-Based Restricted Stock Grant (2010 Version)
Prospectus


Schedule of Grant Amounts
-------------------------

Name                                Maximum Number of Restricted Stock Units
-----                               ----------------------------------------

Michael J. Kowalski                                  70,000
James E. Quinn                                       28,000
James N. Fernandez                                   38,000
Beth O. Canavan                                      28,000
Jon M. King                                          28,000
Patrick B. Dorsey                                    20,000
Caroline D. Naggiar                                  18,000
John S. Petterson                                    16,000
Victoria Berger-Gross                                16,000
Patrick F. McGuiness                                 16,000
Pamela H. Cloud                                      16,000
















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