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                                                                  Exhibit 10.135
                                                                   Tiffany & Co.
                                  (Translation)              Report on Form 10-K
                              APPLICATION FOR BONDS

                                                                September , 2003

Tiffany & Co. Japan Inc.

                                                Address:

                                                Name:

Consenting to the terms described in the application for the bonds prepared by
your company with respect to the bonds of the following contents and conditions
(the "Bonds") (in which the schedule attached hereto (conditions of bonds with
respect to the Bonds (the "Conditions of Bonds")) constitutes an integral part
thereof) (the "Application for Bonds"), we hereby apply for the Bonds on the
condition that prior to the payment of the issue price, we are entitled to
cancel the application hereunder if any of the representations and warranties
hereunder by the Issuer or Guarantor is false or inaccurate.

Tiffany & Co. Japan Inc. First Series Yen Bonds (Qualified Institutional
Investors Only) guaranteed by Tiffany & Co.

       Principal Amount               _________________________________ Yen Only

       Number of Bonds                _________________________________

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I        Terms of Application for Bonds

1.       Trade Name of Company
         Tiffany & Co. Japan Inc.

2.       Trade Name of Bond Management Company
         Because the Bonds satisfy the requirements under the proviso of the
         Article 297 of the Commercial Code of Japan, a bond management company
         will not be established for the Bonds.

3.       Aggregate Principal Amount of the Bonds
         15,000,000,000 Yen

4.       Principal Amount of Each Bond
         100,000,000 Yen

5.       Interest Rate on the Bonds
         The interest rate on each of the Bonds shall be 2.02% per annum of the
         principal amount.

6.       Place of Payment of Principal and Interest

         Mizuho Corporate Bank, Ltd.            Head Office and Osaka Corporate
                                                Banking Division

7.       Method of Redemption and Maturity Date

(1)      The Bonds shall be redeemed at the principal amount of the Bonds on
         September 30, 2010, unless redeemed or repurchased prior to such date.

(2)      If the Issuer or Guarantor is highly likely to be obliged to pay an
         Additional Amount (defined in Section 9 of the Conditions of Bonds) at
         the next due date for the Bonds as a result of any change or amendment
         in the laws (or rules or decisions under such laws) of

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         the United States or its subdivision, or its tax authorities, or
         application, authoritative interpretation or change in enforcement of
         such laws, rules or decisions, and, in the judgment of an authorized
         officer of the Issuer or Guarantor, the Issuer or Guarantor is not able
         to avoid payment of the Additional Amount with reasonable measures
         without incurring substantial expenses, the Issuer or Guarantor may
         redeem (without deducting applicable withholding amounts), at any time,
         all of the Bonds (no partial redemption) at 100 % of the principal
         amount with interest thereon until (and including) the redemption date.

         Provided, however, that redemption of the Bonds on the grounds that the
         Guarantor has incurred payment obligation of the Additional Amount can
         only be made if both the Guarantor and the Issuer are unable to avoid
         paying the Additional Amount by causing the Issuer to pay the principal
         of and interest on the Bonds.

         In such event, the Issuer or Guarantor shall notify the Fiscal Agent in
         writing that: (i) the Issuer or Guarantor is highly likely to bear
         obligation to pay the Additional Amount; (ii) it has elected to redeem
         the Bonds without deducting the withholding amount pursuant to Section
         7(2) of the Conditions of Bonds instead of paying the Additional
         Amount; (iii) scheduled redemption date; and (iv) the payment
         obligation is unavoidable by reasonable measures without incurring
         substantial expenses in the judgment of an authorized officer of the
         company. The notice shall be accompanied by a legal opinion of an
         outside counsel appointed by the Issuer or Guarantor (meaning a legal
         counsel other than an employee of the Issuer, Guarantor or subsidiaries
         thereof, although a legal counsel regularly retained by the Issuer,
         Guarantor or subsidiaries thereof shall qualify as the outside counsel
         hereunder) (hereinafter the "Outside Counsel"), which shall describe
         that the Issuer or Guarantor is or may be obligated to pay the
         Additional Amount due to the facts described in the foregoing
         paragraph. The notice shall be given as soon as practicable upon
         occurrence of such event. Notices by the Issuer or Guarantor under
         Section 7(2) of the Conditions of Bonds to the Fiscal Agent shall be
         given 30 days prior to the scheduled redemption date, and the Issuer
         shall publicly notify the Bondholders 14 days prior to the scheduled
         redemption date.

         The notice and legal opinion delivered under Section 7(2) of the
         Conditions of Bonds shall be kept at the main office of the Fiscal
         Agent, shall be available during normal business hours for inspection
         and copying by the Bondholders, and persons requesting such copying
         shall bear all expenses necessary therefor.

         Under the Conditions of Bonds, the principal of the Bond shall include
         premiums payable under Section 7(2) of the Conditions of Bonds, if any.

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         All reasonable expenses necessary for the procedures under Section 7(2)
         of the Conditions of Bonds shall be borne by the Issuer or Guarantor.

(3)      The Issuer, the Guarantor or any of their respective subsidiaries may,
         at any time after the issue date, purchase the Bonds in the market or
         otherwise at any price and retain, resell or cancel them.

(4)      Unless otherwise provided under the Conditions of Bonds, the Issuer may
         not pay all or part of the principal of or interest on the Bonds prior
         to the due dates.

8.       Method and Due Date of Interest Payment

(1)      The Bonds shall accrue interest from October 1, 2003, and the interest
         shall first be payable on March 30, 2004 for the interest accumulated
         to such date, and thereafter, be payable in arrears on March 30 and
         September 30 of each year for the six-month period ending on and
         including each such date. Interests for a period other than six months
         shall be payable for the actual number of days during that period
         (calculated on daily pro rata basis of 365 days per year, rounded off
         at the first decimal place). The interest payment dates provided in
         this subsection shall be hereinafter referred to as the "Interest
         Payment Date."

(2)      Interest on the Bonds shall not accrue after the redemption date;
         provided, however, that if the Issuer or Guarantor fails to redeem the
         Bonds on the redemption date, delinquency interest shall be payable for
         the actual number of days during the period from the due date
         (exclusive) to the date of actual redemption (inclusive) at the rate
         provided in this Section 6 (calculated on daily pro rata basis of 365
         days per year, rounded off at the first decimal place); provided,
         further, that the period shall not extend beyond 14 days after the
         public notice by the Fiscal Agent pursuant to Section 8(3) of the
         Conditions of Bonds that it has received funds for redemption.

9.       Issue Price of the Bonds
         100% of the principal amount of the Bonds

10.      Conversion of Bearer Bonds to and from Nonbearer Bonds
         The form of the bond certificate of the Bonds (the "Bond Certificate")
         shall be limited to bearer bonds with coupons attached (such coupons
         attached to the Bond Certificate shall be hereinafter referred to as
         the "Coupons") and shall not be converted to nonbearer

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         bonds, split into the Bond Certificates with par value less than
         100,000,000 Yen, or consolidated with other Bond Certificates.

11.      Agreement on Underwriting of Residual Amounts Not applicable.

12.      Regulations on Private Placement

(1)      No registration statement has been filed with respect to the Bonds
         under Article 4 Paragraph 1 of the Securities and Exchange Law of Japan
         (Law No. 25 of 1948, as amended).

(2)      Any person who intends to acquire the Bonds shall request the recording
         of the aggregate acquired amount of the bonds pursuant to the
         provisions of Article 37 of Ordinance Concerning Enforcement of the Law
         on Recording of Bonds, Etc. of Japan (Imperial Ordinance No. 409 of
         1942, as amended).

(3)      Any person who intends to acquire the Bonds shall undertake not to
         transfer the Bonds to any person other than the Qualified Institutional
         Investors (as defined in Cabinet Office Ordinance Concerning
         Definitions Provided in Article 2 of Securities and Exchange Law,
         hereinafter the same).

(4)      When transferring any Bonds to any Qualified Institutional Investor,
         the transferor shall notify the transferee in writing, in advance or at
         the same time of transfer, that no registration statement has been
         filed with respect to the Bonds pursuant to the provisions of Article
         4, paragraph 1 of the Securities and Exchange Law and as to the
         conditions in respect of the Bonds set out in this Section 12.

13.      Private Placement Arrangers

         Lehman Brothers Japan Inc., Tokyo Branch, Mizuho Securities Co., Ltd.,
         JP Morgan Securities Asia Private Limited, Tokyo Branch

14.      Start Date of Solicitation and Acceptance of Application September 12,
         2003

15.      Application Period


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         September 12-17, 2003

16.      Applicants for the Bonds shall pay the issue price for the Bonds on the
         issue date to the Head Office of Mizuho Corporate Bank, Ltd.

17.      Issue Date

         September 30, 2003

18.      Limitation of Application for Recordation of Transfer as of Payment
         Date

         Application for recordation of transfer of the Bonds as of the payment
date may not be made through the network operated by Japan Bond Settlement
Network Co., Ltd.

19.      Terms other than above shall be as described in the schedule attached
         hereto (Conditions of Bonds), which shall constitute an integral part
         of this Application for Bonds.

II.      Representations and Warranties by the Issuer

         (1)      The Issuer is duly organized and validly existing as a limited
                  liability company under the laws of the State of Delaware and
                  has all requisite corporate power and authority to own its
                  property, to execute and deliver related agreements, to issue
                  the Bonds, and, to perform its obligations set forth in the
                  Fiscal and Paying Agency Agreement, the Recording Agency
                  Agreement and an agreement with arrangers of the private
                  placement (collectively, the "Related Agreements") and the
                  Conditions of Bonds pursuant to the provisions thereunder.

         (2)      The issuance of the Bonds and execution and delivery of each
                  of the Related Agreements and the performance of its
                  obligations thereunder and the Conditions of Bonds by the
                  Issuer have been duly authorized by the Issuer's Board of
                  Directors and the aggregated principal amount of the Bonds is
                  within the amount so authorized. The Related Agreements
                  constitute the legal, valid and binding

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                  obligation of the Issuer, enforceable against the Issuer in
                  accordance with its terms, except as enforcement may be
                  limited by bankruptcy, insolvency, reorganization or other
                  laws affecting the enforcement of creditors' rights in
                  general.

         (3)      All necessary consents, authorizations and approvals of, and
                  registrations and filings with any court, government agency or
                  other regulatory body or agency required of the Issuer for or
                  in connection with the execution and delivery of the Related
                  Agreements, issuance of the Bonds and compliance with the
                  terms of the Conditions of Bonds and Related Agreements have
                  been obtained or made and remain in full force and effect.

         (4)      The authorization for the issuance of the Bonds, the issuance
                  of the Bonds, the issuance and delivery of the Bond
                  Certificate (including Coupons), the performance of its
                  obligations under the Bonds pursuant to the Conditions of
                  Bonds, and execution of each of the Related Agreements or the
                  performance of its obligations thereunder by the Issuer will
                  not conflict with, or result in a breach of any applicable
                  statute, rule or regulation, any of the certificate of
                  incorporation or other constitutive documents of the Issuer,
                  any material agreement by which it is bound, judgment,
                  injunction, order, decision, or other instruments, or will
                  result in creating any lien on material assets of the Issuer
                  or its subsidiaries.

         (5)      All payments of principal, interest and all other moneys
                  payable by the Issuer in respect of the Bonds shall be free of
                  any present taxes imposed by or on behalf of the United States
                  or any political subdivision (other than U.S. back-up
                  withholding taxes, if any).

         (6)      The Bonds will be legal, valid and binding upon the Issuer as
                  direct, unconditional obligations of the Issuer ranking pari
                  passu with all other unsecured and unsubordinated obligations
                  of the Issuer.

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         (7)      When the entire amount of the Issue Price has been paid in
                  full and when the signature of the Board Chairman of the
                  Issuer in facsimile has been put on the Bond Certificates and
                  the Coupons, and the Bond Certificates accompanied by the
                  Coupons have been delivered to or to the order of the
                  purchaser, the Bond Certificates accompanied by the Coupons so
                  delivered will have been duly and validly issued and will
                  represent legally valid and binding obligations of the Issuer
                  enforceable against it in accordance with their respective
                  terms, except that enforceability may be limited by the laws
                  of bankruptcy, insolvency, reorganization or other similar
                  laws relating to creditors' rights in general.

         (8)      No circumstances exist which, had the Bonds already been
                  issued, would, or would with the giving of notice or lapse of
                  time or both, constitute an Event of Default as defined in the
                  Conditions of Bonds.

         (9)      The Issuer is not involved in, any litigation, arbitration or
                  administrative proceedings which would have a material adverse
                  effect, if determined adversely, on the Issuer's ability to
                  perform and comply with its obligations under the Related
                  Agreements and/or the Conditions of Bonds, nor, to the best of
                  the knowledge and belief of the Issuer, are any such
                  proceedings pending or threatened against the Issuer, nor, so
                  far as the Issuer is aware, do circumstances exist which are
                  likely to lead to such proceedings.

         (10)     Neither the Issuer, nor any of its affiliates (as defined in
                  Rule 405 under the U.S. Securities Act of 1933 (the "U.S.
                  Securities Act")), has engaged or will engage in any directed
                  selling efforts to the United States (as defined in Regulation
                  S under the U.S. Securities Act) with respect to the Bonds,
                  and each of the foregoing persons has complied and will comply
                  with the offering restriction requirements of Regulation S
                  under the U.S. Securities Act.

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III.     Representations and Warranties by the Guarantor

         (1)      The Guarantor is a company duly incorporated and validly
                  existing as a limited liability company under the laws of
                  State of Delaware.

         (2)      The execution and delivery of the Guarantee by the Guarantor
                  have been duly authorized by the Guarantor's Board of
                  Directors, and the Guarantee constitutes legal, valid and
                  binding obligations of the Guarantor enforceable against it in
                  accordance with its respective terms, except that
                  enforceability may be limited by the laws of bankruptcy,
                  insolvency, reorganization or other laws relating to
                  creditors' rights in general.

         (3)      The delivery of the Guarantee by the Guarantor will not
                  conflict with, or result in a breach of, any of the terms or
                  provisions of laws or constitutive documents of the Guarantor
                  or any agreement or undertaking whatever by which it is bound.

         (4)      Neither the Guarantor nor any of the Guarantor's Principal
                  Subsidiaries is involved in any litigation, arbitration or
                  administrative proceedings which would have a material adverse
                  effect, if determined adversely, on the Guarantor's ability to
                  perform and comply with its obligations under the Guarantee,
                  nor, to the Guarantor's knowledge, are any such proceedings
                  pending or threatened against the Guarantor or any of its
                  Principal Subsidiaries; nor, so far as the Guarantor is aware,
                  do circumstances exist which are likely to lead to such
                  proceedings.

         (5)      All necessary consents, authorizations and approvals of, and
                  registrations and filings with any court, government agency or
                  other regulatory body or agency required of the Guarantor for
                  or in connection with the execution and delivery of, and
                  compliance with the terms of the Guarantee have been obtained
                  or made and remain in full force and effect.

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         (6)      Neither the Guarantor, nor any of its affiliates (as defined
                  in Rule 405 under the U.S. Securities Act) has engaged or will
                  engage in any directed selling efforts (as defined in
                  Regulation S under the U.S. Securities Act) with respect to
                  the Bonds, and each of the foregoing persons has compiled and
                  will comply with the offering restriction requirements of
                  Regulation S under the U.S. Securities Act.

September 12, 2003

727 Fifth Avenue
New York, New York 10022
The United States of America
Director
Katsuhiko Nitta

                                                                 End of document

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                                                                      Schedule 1

                               CONDITIONS OF BONDS

These Conditions of Bonds shall be applied to the issue of Tiffany & Co. Japan
Inc. First Series Yen Bonds guaranteed by Tiffany & Co. (For Qualified
Institutional Investors Only) (the "Bonds") which Tiffany & Co. Japan Inc. (the
"Issuer") is duly authorized to issue.

SECTION 1. AMOUNT, PRINCIPAL AMOUNT AND FORM

(1)      Aggregate principal amount of the Bonds shall be 15,000,000,000 Yen.

(2)      Principal amount per Bond shall be 100,000,000 Yen.

(3)      The form of the bond certificate of the Bonds (the "Bond Certificates")
         shall be limited to bearer bonds with coupons attached (such coupons
         attached to the Bond Certificates shall be hereinafter referred to as
         the "Coupons") and shall not be converted to nonbearer bonds, split
         into the Bond Certificates with par value less than 100,000,000 Yen, or
         consolidated with other Bond Certificates.

(4)      The Bond Certificates and Coupons shall bear the signature (including
         the signature in facsimile) of the Executive Vice President and Chief
         Financial Officer of the Issuer and Tiffany & Co. (the "Guarantor").

SECTION 2. STATUS OF THE BONDS, GUARANTEE AND NEGATIVE PLEDGE

(1)      The Bonds and Coupons shall be direct, unconditional (subject to
         limitations under Section 4(2) hereof), unsecured and unsubordinated
         obligations of the Issuer, ranking pari passu among each other without
         being preferred or subordinated and (subject to limitations under
         Section 4(2) hereof) with all other present and future unsecured and
         unsubordinated obligations of the Issuer (except for preferred
         obligations by operation of forcible laws); provided, however, that in
         the event of insolvency, the Bonds and Coupons shall rank in pari passu
         to the extent permitted under the laws generally affecting creditors'
         rights.

(2)      The due and punctual payment by the Issuer of the principal of and
         interest on the Bonds and all other amounts payable under these
         Conditions of Bonds is unconditionally and irrevocably guaranteed by
         the Guarantor in accordance with the payment guarantee (the "Payment
         Guarantee") governed by the laws of the State of New York which is
         separately issued and delivered to the Fiscal Agent by the Guarantor.

(3)      The Bond Certificates shall provide that the Guarantor unconditionally
         and irrevocably guaranty the due and punctual payment to the holders of
         the Bonds (the "Bondholders")

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         and holders of the Coupons (the "Couponholders") by the Issuer of the
         principal of and interest on the Bonds and all other amounts payable at
         the maturity date or other due dates under these Conditions of Bonds.

(4)      The Issuer and the Guarantor respectively undertake that, so long as
         any of the Bonds remains outstanding, each of the Issuer and the
         Guarantor will procure that no External Indebtedness (as defined below)
         of itself or of any of its Principal Subsidiaries (as defined below)
         shall be secured by any mortgage, lien, pledge or other charges, unless
         the Issuer or the Guarantor, as the case may be, shall forthwith take
         any and all action necessary to procure that all amounts payable by it
         under the Bonds and Coupons are secured equally and ratably with such
         mortgage, lien, pledge or other charge. This Section 2(4), however,
         shall not apply to External Indebtedness that: (i) is incurred by the
         Issuer, Guarantor or any Principal Subsidiary in connection with the
         acquisition of fixed assets (or any improvement thereon); (ii) is
         assumed by the Issuer, Guarantor or any Principal Subsidiary in
         connection with the acquisition of any business; or (iii) does not
         exceed 20% of the Guarantor's consolidated net worth.

         "External Indebtedness" means all items which constitute, without
         duplication, indebtedness for borrowings, on or after the issue date of
         the Bonds, of the Issuer, Guarantor or Principal Subsidiaries (whether
         in the form of or represented by any bonds, notes or other securities),
         other than Existing Indebtedness and Intercompany Debt.

         "Principal Subsidiaries" means Tiffany and Company and Tiffany & Co.
         International, which are subsidiaries of the Guarantor.

         "Existing Indebtedness" means indebtedness in existence as of the Issue
         Date and listed in a schedule attached to the Conditions of Bonds and
         any refinancing thereof that does not entail the Issuer's or the
         Guarantor's incurring new liens that are greater than any liens that
         existed with respect to such indebtedness before its refinancing.

         "Intercompany Debt" means (i) indebtedness of the Guarantor to one or
         more of its subsidiaries and (ii) indebtedness of one or more of the
         subsidiaries of the Guarantor to the Guarantor or any one or more of
         the other subsidiaries of the Guarantor.

         In the event that a security interest is created for the Bond in
         accordance with this Section 2(4), the Issuer shall take all steps and
         procedures (including without limitation, perfection of such security
         interest) necessary for the purpose of these Conditions of Bonds. The
         Issuer shall bear any and all expenses in connection with the creation
         of such security interests, perfection thereof, exercise of powers and
         performance of duties.

         This Section 2(4) shall not apply where the full amount of the Bonds is
         unable to be redeemed due to the Bondholder's failure to claim for
         payment on the due date of the Bonds.

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SECTION 3 FISCAL AGENT AND NO ESTABLISHMENT OF BOND MANAGEMENT COMPANY

(1)      Mizuho Corporate Bank shall act as the fiscal agent of the Issuer in
         connection with the Bonds (the "Fiscal Agent"). The Fiscal Agent shall
         perform duties provided hereunder and under the Fiscal and Paying
         Agency Agreement dated September 12, 2003 between the Issuer and the
         Fiscal Agent and Paying Agent (defined in Section 5 hereof). The Fiscal
         Agent shall act only as an agent of the Issuer, shall have no duties to
         Bondholders, or agency or trustee relationship with Bondholders. A copy
         of the Fiscal and Paying Agency Agreement shall be kept at the main
         office of the Fiscal Agent, and shall be available during normal
         business hours for inspection and copying by the Bondholders. Persons
         requesting such copying shall bear all expenses necessary therefor.

(2)      Because the Bonds satisfy the requirements under the proviso of the
         Article 297 of the Commercial Code of Japan (Law No. 48, 1900, as
         amended), a bond management company provided thereunder will not be
         established for the Bonds.

(3)      The Issuer may replace or discharge the Fiscal Agent from time to time,
         provided that the Fiscal Agent shall remain in its duty until its
         successor is validly appointed. The Issuer shall make an advance public
         notice to the Bondholders of such change of the Fiscal Agent.

SECTION 4 RECORDING OF THE BONDS

(1)      Recording agent for the Bonds (the "Recording Agent") shall be Mizuho
         Corporate Bank, Ltd. The Bondholders shall be able to record their
         Bonds at any time.

(2)      The Issuer shall bear the expenses of the subscribers' recordation of
         the Bonds, and persons applying for recordation shall bear expenses for
         other recordation. Expenses necessary for the preparation and delivery
         of the Bond Certificates and Coupons upon cancellation of recordation
         of recorded Bonds shall be borne by persons requesting such
         cancellation.

SECTION 5 PLACE OF PAYMENTS

(1)      The paying agent for the Bonds (the "Paying Agent") and the place of
         payment of the principal and interest shall be as follows:

         Mizuho Corporate Bank, Ltd.     Head Office and Osaka Corporate Banking
                                         Division

(2)      The Issuer may change or discharge the Paying Agent from time to time.
         The Issuer shall publicly notify in advance the Bondholders of such
         change or discharge. Notwithstanding the foregoing, Paying Agent shall
         not be appointed by the Issuer in the United States of America
         (including each of its States and the District of Columbia) or

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         its territories and possessions and other areas which are subject to
         its jurisdiction (the "United States"), and shall not make payments of
         principal of and interest on the Bonds within the United States.

         Payments of the principal of and interest on the Bonds shall not be
         made in branch offices of the Paying Agent or by other payment agents
         outside Japan, and no payment shall be made by remittance to a bank
         account within the United States or check sent to an address in the
         United States.

SECTION 6 INTEREST

(1)      The interest rate for each of the Bonds shall be 2.02% per annum of the
         principal amount.

(2)      The Bonds shall accrue interest from October 1, 2003, and the interest
         shall first be payable on March 30, 2004 for the interest accumulated
         to such date, and thereafter, be payable in arrears on March 30 and
         September 30 of each year for the six-month period ending on and
         including each such date. Interests for a period other than six months
         shall be payable for the actual number of days during that period
         (calculated on daily pro rata basis of 365 days per year, rounded off
         at the first decimal place). The interest payment dates provided in
         this subsection shall be hereinafter referred to as the "Interest
         Payment Date."

(3)      Interest on the Bonds shall not accrue after the redemption date;
         provided, however, that if the Issuer or Guarantor fails to redeem the
         Bonds on the redemption date, delinquency interest shall be payable for
         the actual number of the days during the period from the date of
         payment (exclusive) to the date of actual redemption (inclusive) at the
         rate provided in this Section 6 (calculated on daily pro rata basis of
         365 days per year, rounded off at the first decimal place); provided,
         further, that the period shall not extend beyond 14 days after the
         public notice by the Fiscal Agent pursuant to Section 8(3) hereof that
         it has received funds for redemption.

SECTION 7 REDEMPTION AND REPURCHASE

(1)      The Bonds shall be redeemed at the principal amount of the Bonds on
         September 30, 2010, unless redeemed or repurchased prior to such date.

(2)      If the Issuer or the Guarantor is highly likely to be obliged to pay an
         Additional Amount (defined in Section 9) at the next due date for the
         Bonds as a result of any change or amendment in the laws (or rules or
         decision under such laws) of the United States or its subdivision, or
         its tax authorities, or application, authoritative interpretation or
         change in enforcement of such laws, rules or decisions, and, in the
         judgment of an authorized officer of the Issuer or Guarantor, the
         Issuer or Guarantor is not able to avoid payment of the Additional
         Amount with reasonable measures without incurring substantial

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         expenses, the Issuer or Guarantor may redeem (without deducting
         applicable withholding amounts), at any time, all of the Bonds (no
         partial redemption) at 100 % of the principal amount with interest
         thereon until (and including) the redemption date.

         Provided, however, that redemption of the Bonds on the grounds that the
         Guarantor has incurred payment obligation of the Additional Amount can
         only be made if both the Guarantor and Issuer are unable to avoid
         paying the Additional Amount by causing the Issuer to pay the principal
         of and interest on the Bonds.

         In such event, the Issuer or Guarantor shall notify the Fiscal Agent in
         writing that: (i) the Issuer or Guarantor is highly likely to bear
         obligation to pay the Additional Amount; (ii) it has elected to redeem
         the Bonds without deducting the withholding amount pursuant to this
         Section 7(2) instead of paying the Additional Amount; (iii) scheduled
         redemption date; and (iv) the payment obligation is unavoidable by
         reasonable measures without incurring substantial expenses in the
         judgment of an authorized officer of the company. The notice shall be
         accompanied by a legal opinion of an outside counsel appointed by the
         Issuer or Guarantor (meaning a legal counsel other than an employee of
         the Issuer, Guarantor or subsidiaries thereof, although a legal counsel
         regularly retained by the Issuer, Guarantor or subsidiaries thereof
         shall qualify as the outside counsel hereunder) (hereinafter the
         "Outside Counsel"), which shall describe that the Issuer or Guarantor
         is or may be obligated to pay the Additional Amount due to the facts
         described in the foregoing paragraph. The notice shall be given as soon
         as practicable upon occurrence of such event. Notices by the Issuer or
         Guarantor under this Section 7(2) to the Fiscal Agent shall be given 30
         days prior to the scheduled redemption date, and the Issuer shall
         publicly notify the Bondholders 14 days prior to the scheduled
         redemption date.

         The notice and legal opinion delivered under this Section 7(2) shall be
         kept at the main office of the Fiscal Agent, shall be available during
         normal business hours for inspection and copying by the Bondholders,
         and persons requesting such copying shall bear all expenses necessary
         therefor.

         Under these Conditions of Bonds, the principal of the Bond shall
         include premiums payable under this Section 7(2), if any.

         All reasonable expenses necessary for the procedures under this Section
         7(2) shall be borne by the Issuer or Guarantor.

(3)      The Issuer, the Guarantor or any of their respective subsidiaries may,
         at any time after the issue date, purchase the Bonds in the market or
         otherwise at any price and retain, resell or cancel them.

(4)      Unless otherwise provided hereunder, the Issuer shall not pay all or
         part of the principal of or interest on the Bonds prior to the due
         dates.

                                       5

<PAGE>

SECTION 8 PAYMENT

(1)      Payment of the principal of or interest on the Bonds represented by the
         Bond Certificates or Coupons shall be made upon surrender of the
         relevant Bond Certificates or Coupons, except as provided under Section
         15, at either place of payment set forth in Section 5.

(2)      With respect to recorded Bonds, payment of principal shall be made upon
         surrender of the relevant principal payment voucher, and payment of
         interest shall be made upon surrender of the relevant interest payment
         voucher, at the place of payment designated by the Bondholder at the
         time of the application for recordation. The Paying Agent shall check
         the seal affixed on the principal or interest payment voucher against
         the seal impression submitted to the Recording Agent.

(3)      In the event that the Fiscal Agent has received the principal of and
         interest on the Bonds after the relevant due date, the Fiscal Agent
         shall publicly notify the receipt thereof as soon as practicable but no
         later than 14 days from the receipt of such amounts. All expenses in
         connection with the public notice shall be borne by the Issuer.

(4)      Redemption of the Bond shall be made upon the surrender of the Bond
         Certificates with all Coupons not yet due, and if such Coupon is
         lacking, the face amount of such missing Coupon shall be deducted from
         the principal of the Bond; provided that such holder of a missing
         Coupon may receive payment for the face amount thereof upon surrender
         of the Coupon within a 5 year period from the redemption date of the
         Bond Certificates to which the missing Coupon was attached.

(5)      If a payment date for the principal of or interest on the Bonds falls
         within a banking holiday in Tokyo, Japan, the Bondholder or
         Couponholder shall not be entitled to receive payments due until the
         next banking day, and no interest shall accrue for the delay of
         payment.

SECTION 9 TAXES

(1)      All payments of the principal of and interest on the Bonds and Coupons
         by the Issuer or the Guarantor (including payments under the Payment
         Guarantee) will be made without withholding or deduction for, or on
         account of, any present or future taxes, duties, assessments or
         governmental charges (the "Taxes") of whatever nature imposed or levied
         by or on behalf of the United States or any of its subdivisions unless
         the withholding or deduction of the Taxes is required by law. In such
         event, the Issuer or Guarantor, as the case may be, will pay such
         additional amounts (the "Additional Amount") as shall be necessary for
         the net amounts received by the Bondholders or the Couponholders after
         such withholding or deduction to equal the respective amounts of
         principal and interest which would have been receivable in respect of
         the Bonds or Coupons, as the case may be, in the absence of such
         withholding or deduction, provided, however, that Additional Amounts
         shall not be payable for the following:

                                       6

<PAGE>

         (i)      payments to a Bondholder or Couponholder, or to a third party
                  for the same, who has obligations to pay Taxes in connection
                  with the Bonds or Coupons due to any relationship with the
                  United States other than (a) merely being a holder of the
                  Bonds or Coupons or (b) receiving the principal of or interest
                  on the Bonds or Coupons;

         (ii)     payments to a Bondholder or Couponholder, or to a third party
                  for the same, who shall not be subject to such withholding or
                  deduction subject to filing of a statement that the Bondholder
                  or Couponholder is a non-resident or other application for
                  exemption to relevant tax authorities; or

         (iii)    payments on the Bond Certificates or Coupons presented more
                  than 30 days after the Related Date (as defined below)
                  (provided that this shall not apply to the Additional Amount
                  the Bondholder or Couponholder should have been entitled to if
                  the Bond Certificates or Coupons had been surrendered).

         "Related Date" herein shall mean such first due date, however, if the
         Fiscal Agent has not received all amounts by the due date, this shall
         mean the date all amounts have been received and the Fiscal Agent has
         made a public notice to that effect in accordance with Section 8(3).

(2)      Principal and interest hereunder shall be deemed to include the
         Additional Amount respectively payable pursuant to Section 9 in
         connection with the principal or interest.

SECTION 10 EVENTS OF DEFAULT

If any of the following events of (a)-(i) below (each an "Event of Default")
shall have occurred and be continuing, the Bondholder may send a notice to the
main office of the Fiscal Agent to the effect that the Bonds held by such
Bondholder shall be payable at 100% of the principal amount with delinquency
interest thereon (such Bondholder shall present at the main office of the Fiscal
Agent a copy of the book of recordation indicating that it holds the Bond in
question), such Bonds shall become due on the date which the written notice is
received by the Fiscal Agent, and the principal of and delinquent interest
thereon to and including such date shall be payable, provided, however, that
this shall not apply when all Events of Default have been cured for all of the
Bonds before such date. The Bondholder giving a written notice under this
Section may withdraw it upon written notice to the main office of the Fiscal
Agent at any time before the payment of such Bonds by the Issuer. Payment of
principal and interest under this paragraph shall be made in a manner set forth
under Section 8 hereof:

         (a)      there is a default for more than 14 days after the due date in
                  the payment of principal or interest (if any) due in respect
                  of any of the Bonds;

         (b)      the Issuer, the Guarantor or any Principal Subsidiary becomes
                  bound, as a consequence of default by it in its obligation in
                  respect of any other indebtedness

                                       7

<PAGE>

                  in respect of Borrowed Money (as defined below) having an
                  aggregate outstanding principal amount in excess of U.S.
                  $25,000,000 (or its equivalent in any other currency or
                  currencies), to repay any such indebtedness in respect of
                  Borrowed Money having an aggregate outstanding principal
                  amount in excess of U.S. $25,000,000 (or its equivalent in any
                  other currency or currencies) before the maturity of the
                  Bonds, and such obligation is not satisfied or waived within
                  30 days of the Issuer, the Guarantor or Principal Subsidiary
                  becoming so bound;

         (c)      a resolution is passed or an order of a court of competent
                  jurisdiction is made that the Issuer, the Guarantor or any
                  Principal Subsidiary be wound up or dissolved other than for
                  the purposes of or pursuant to such a consolidation, merger,
                  etc. described under Section 11;

         (d)      an encumbrancer takes possession or a receiver is appointed
                  over all or substantially all of the assets or business of the
                  Issuer, the Guarantor or any Principal Subsidiary;

         (e)      an attachment, execution or seizure before judgment is levied
                  or enforced upon or sued out against all or substantially all
                  of the assets of the Issuer, the Guarantor or any Principal
                  Subsidiary and is not discharged or dismissed within ninety
                  (90) days thereof;

         (f)      the Issuer, the Guarantor or any Principal Subsidiary
                  (otherwise than for the purposes of such a consolidation,
                  merger, etc. under Section 11) ceases or threatens to cease to
                  carry on all or substantially all of its business;

         (g)      proceedings shall have been initiated against the Issuer, the
                  Guarantor or any Principal Subsidiary under any applicable
                  bankruptcy, insolvency or reorganization law and such
                  proceedings shall not have been discharged or stayed within a
                  period of sixty (60) days;

         (h)      the Issuer, the Guarantor or any Principal Subsidiary
                  initiates or consents to proceedings relating to itself under
                  any applicable bankruptcy, composition, insolvency or
                  reorganization law or makes a conveyance or assignment for the
                  benefit of, or enters into any composition with, its
                  creditors; or

         (i)      the Payment Guarantee ceases to be, or is claimed by the
                  Guarantor not to be, in full force and effect.

         "Borrowed Money" means monies borrowed and premiums and accrued
interest in respect thereof including (a) liabilities under or in respect of any
acceptance, credit or loan provided by any bank, similar institution or others
and (b) the principal and premium (if any) of any notes, bonds, debentures or
similar debt instruments whether issued in whole or in part

                                       8

<PAGE>

for cash or other consideration but excluding trade payables incurred in the
ordinary course of business and liability in connection with endorsement of any
instrument for collection.

The Issuer shall, without delay, give a public notice to the Bondholders in the
event of (i) any of the Events of Default or (ii) situation under which an Event
of Default may occur upon passage of time, notice or both.

SECTION 11 MERGERS AND CONSOLIDATIONS, ETC.

The Issuer may merge with other companies without consent of the Bondholders or
Couponholders if the surviving corporation is the Issuer.

Further, the Issuer may consolidate or merge into other companies, or transfer,
assign or lease all or substantially all of its properties and assets to certain
persons, without consent of the Bondholders or Couponholders, subject to the
following conditions:

         (a)      The new corporation formed upon the consolidation, surviving
                  corporation upon the merger, or the transferee or lessee of
                  all or substantially all of the Issuer's properties or assets
                  expressly undertakes due and punctual payment of the principal
                  of and interest on all of the Bonds and performance of
                  covenants under the Bonds, by application of law, under an
                  amendment agreement which may be made between the parties
                  thereto with respect to the Fiscal and Paying Agency Agreement
                  and Recording Agency Agreement for the Bonds (the "Related
                  Agreements"), or by other means, and such undertakings set
                  forth that such corporation or person shall pay the Additional
                  Amount so that net payment of the principal of and interest on
                  the Bonds to the Bondholders or Couponholders shall not be
                  less than the amount described in the Bonds which become due
                  at that time; provided that such obligations shall extend to
                  withholdings or deductions of present or future Taxes imposed
                  or levied by or on behalf of the United States or other
                  jurisdiction where such corporation or person is incorporated
                  or its subdivisions or tax authorities thereof or therein,
                  provided, however, that payments with respect to the Bonds and
                  Coupons, the Additional Amount shall not be payable in the
                  following events:

                  (i)      payments to a Bondholder or Couponholder, or to a
                           third party for the same, who has obligations to pay
                           Taxes in connection with the Bonds or Coupons due to
                           any relationship with the United States or such other
                           jurisdictions other than (a) merely being a holder
                           the Bonds or Coupons or (b) receiving the principal
                           of or interest on the Bonds or Coupons;

                  (ii)     payments to a Bondholder or Couponholder, or to a
                           third party for the same, who shall not be subject to
                           such withholding or deduction subject to filing a

                                       9

<PAGE>

                           statement of being a non-resident or other
                           application for exemption to competent tax
                           authorities; or

                  (iii)    payments on the Bond Certificates or Coupons
                           presented more than 30 days after Related Date
                           (provided that this shall not apply to the Additional
                           Amount the Bondholder or Couponholder should have
                           been entitled to if the Bond Certificates or Coupons
                           had been surrendered).

                  Further, such corporation or person shall not be obliged to
                  indemnify or pay taxes borne by each Bondholder or
                  Couponholder arising from the abode or residence of the
                  Bondholder in such other jurisdiction or relationship between
                  the Bondholder and such other jurisdiction.

         (b)      Upon the transactions becoming effective, there has been no
                  Event of Default or situation under which an Event of Default
                  may occur upon passage of time, notice or both, or upon other
                  conditions.

         (c)      The Fiscal Agent delivers a certificate executed by a duly
                  authorized officer of such corporation or persons and a legal
                  opinion by a legal counsel appointed by the Issuer (an
                  in-house counsel of the Issuer will suffice) describing that
                  documents establishing the consolidation, merger, transfer,
                  assignment or lease described above and the undertakings by
                  such corporation or person satisfy all of conditions of (a)
                  and (b) above. During the normal business hours, such
                  documents shall be furnished at the main office of the Fiscal
                  Agent and shall be made available for inspection and copying
                  by the Bondholders (all expenses necessary for the copying
                  shall be borne by persons requesting such copying.)

         (d)      Public notice of such undertakings to the Bondholders is made
                  14 days before the effective date of the undertakings.

As of the effective date of the transaction (subject to conditions (a)-(d)
above) such corporation or person (the "Successor") shall, as if it were the
Issuer under the Bonds, Coupons and Related Agreements, succeed to and replace
the Issuer, and exercise all rights and powers of the Issuer under the Bonds,
Coupons and Related Agreements, and succeed to and replace the Issuer and
perform all obligations of the Issuer under the Bonds, Coupons and Related
Agreements, and, except in the case of lease, the former Issuer shall be
released from all obligations and covenants under the Bonds, Coupons and Related
Agreements.

For the purposes of this Section 11, the term "person" shall mean individual,
legal person, partnership, joint venture, association, corporation (kabushiki
kaisha), trust, unincorporated organization, government, governmental agency or
its subdivisions.

All reasonable expenses necessary for procedures under this Section 11 shall be
borne by the Issuer, Guarantor or Successor.

                                       10

<PAGE>

SECTION 12 QUALIFIED INSTITUTIONAL INVESTORS

(1)      No registration statement has been filed with respect to the Bonds
         under Article 4 Paragraph 1 of the Securities and Exchange Law of Japan
         (Law No. 25 of 1948, as amended).

(2)      The Bonds shall be issued to qualified institutional investors (defined
         in Article 4 of Cabinet Office Ordinance Concerning Definitions
         Provided in Article 2 of Securities and Exchange Law (MOF Ordinance No.
         14, March 3, 1993, as amended) as having specialized knowledge and
         experience in investment in securities (the "Qualified Institutional
         Investors")).

(3)      With respect to an offer to acquire the Bonds, the purchase shall be
         conditioned that any person who intends to acquire the Bonds shall
         request the recording of the aggregate acquired amount of the bonds
         pursuant to the provisions of Article 37 of Ordinance Concerning
         Enforcement of the Law on Recording of Bonds, Etc. of Japan (Imperial
         Ordinance No. 409 of 1942, as amended).

(4)      Purchase of the Bonds shall be made on the condition that any person
         who will acquire the Bonds shall undertake not to transfer the Bonds to
         any person other than the Qualified Institutional Investors.

(5)      When transferring any Bonds to any Qualified Institutional Investor,
         the transferor shall notify the transferee in writing, in advance or at
         the same time of transfer, that no registration statement has been
         filed with respect to the Bonds pursuant to the provisions of Article
         4, paragraph 1 of the Securities and Exchange Law and as to the
         conditions in respect of the Bonds set out in this Section 12.

SECTION 13 LIMITATION OF APPLICATION FOR RECORDATION OF TRANSFER AS OF PAYMENT
DATE

Application for recordation of transfer of the Bonds as of the payment date may
not be made through the network operated by Japan Bond Settlement Network Co.,
Ltd.

SECTION 14 BONDHOLDERS MEETING

The Bondholders meeting for the Bonds shall be governed by applicable provisions
under the Commercial Code of Japan. Such Bondholders meeting shall be held in
Tokyo, Japan. For the purposes of this Section 14, the Bonds held by the Issuer,
Guarantor and each of their subsidiaries shall be excluded and be deemed to be
redeemed.

All reasonable expenses necessary for procedures under this Section 14 shall,
pursuant to applicable laws of Japan, be borne by the Issuer.

                                       11

<PAGE>

SECTION 15 SUBSTITUTE BOND CERTIFICATES

The Fiscal Agent shall, on behalf of the Company, prepare and deliver substitute
Bond Certificates or Coupons to the holders of lost, stolen, destroyed or
mutilated Bond Certificates or Coupons, upon application by such holders, which
application must be accompanied by a certified transcript of a judgment of
nullification rendered by a Japanese court in respect of such Bond Certificates
or Coupons. Upon such presentation of the judgment of nullification, the Paying
Agent shall pay the principal or interest which has become due without requiring
surrender of the Bond Certificates or Coupons with respect thereto. Japanese
courts shall have jurisdiction over proceedings governing a judgment of
nullification of the Bond Certificates or Coupons. Upon demand by a holder of a
Bond Certificate or Coupon which has been lost, stolen, destroyed or mutilated,
for the purpose of obtaining a judgment of nullification, for a certificate to
the effect that such Bond Certificate or Coupon has been issued by the Company,
the Fiscal Agent shall prepare and deliver such certificate. In the case of
mutilated Bond Certificates or Coupons, if their authenticity is verifiable by
the Fiscal Agent, the Fiscal Agent shall, upon surrender to it of such Bond
Certificates or Coupons, prepare and deliver substitute Bond Certificates or
Coupons therefor without requiring a judgment of nullification and destroy the
surrendered Bond Certificates or Coupons. All expenses incurred in connection
with the preparation and delivery of substitute Bond Certificates or Coupons or
the certificate shall be borne by the applicant therefor.

SECTION 16 REGISTRATION BOOK

The registration book for the Bonds shall be prepared and maintained by the
Fiscal Agent and kept at its head office on behalf of the Company.

SECTION 17 STATUTE OF LIMITATIONS

In accordance with Article 316 of the Commercial Code of Japan, the principal of
the Bonds shall be subject to 10-year statute of limitations and the interests
on the Bonds shall be subject to 5-year statute of limitations.

SECTION 18 INDEMNITY OF CURRENCY

In the event that judgment or order by a competent court with respect to a claim
arising out of the Bonds, Bond Certificates, Coupons or these Conditions of
Bonds is in currency other than Japanese Yen, payment pursuant to such judgment
or order shall discharge the obligation of the Issuer under these Conditions of
Bonds by the equivalent amount in Japanese Yen of such payment at the exchange
rate at the time of such payment. The Issuer covenants to pay to the Bondholder
or Couponholder the amount necessary to indemnify the balance arising from
fluctuation of exchange rates between (i) the date of conversion of the amount
in currency other than Japanese Yen under such judgment or order (or a part
thereof) or the date of such conversion is deemed to have taken place and (ii)
the date of the payment pursuant to such judgment or order. The above covenant
is independent from other obligations of the Issuer,

                                       12

<PAGE>

separate and independent causes of action, applicable without regard to respite
granted by Bondholders or Couponholders from time to time, and remains full
force and effect notwithstanding any judgment or order.

SECTION 19 NOTICES

(1)      Public notices with respect to the Bonds shall be made on a daily
         newspaper reporting current events issued in Tokyo, Japan. No direct
         notice to each of Bondholders shall be required. Such public notice by
         the Issuer shall be made by the Fiscal Agent on behalf of the Issuer
         upon its request and at its expense. The Fiscal and Paying Agency
         Agreement sets forth that if necessary the Issuer shall make a written
         request to the Fiscal Agent to make a public notice on behalf of the
         Issuer.

(2)      The Issuer shall notify the Bond Holders of the following, provided
         that a confidentiality agreement reasonably acceptable to the Issuer
         has been executed with each Bond Holder to whom such disclosure is to
         be made. The notice shall be made only to the Bond Holders known to the
         Fiscal Agent by the Fiscal Agent on behalf of the Issuer:

         (a)      within 90 days from the closing date of each fiscal year of
                  the Issuer, the Issuer shall notify an unaudited balance
                  sheet, income statement and cash flow statement (all in U.S.
                  Dollars) of the Issuer for the fiscal year ending on such
                  closing date; and

         (b)      without delay after the last day of March and September each
                  year, the Issuer shall notify nonpublic securities rating as
                  of each such date on long term debt of the Issuer and the Bond
                  by an internationally dominant rating agency. In the event
                  that the Issuer receives the notice of changing such rating
                  and opinion on such rating from the rating agency, the Issuer
                  shall promptly notify to that effect.

SECTION 20 GOVERNING LAW AND JURISDICTION

Except for authorization of issuance of the Bonds by the Issuer, the form and
substance of the Bonds, Bond Certificates, Coupons, and all rights and
obligations of all parties including the Bondholders shall be governed by the
laws of Japan; provided that the Payment Guarantee shall be governed by the laws
of the State of New York.

Unless otherwise provided hereunder, the place of performance of obligations
under the Bonds shall be Tokyo, Japan.

Any legal action or other court procedural action against the Issuer arising
from or relating to the Bonds, Bond Certificates, Coupons, or these Conditions
of Bonds may be instituted in the Tokyo District Court, to the jurisdiction of
which the Issuer hereby expressly, unconditionally and irrevocably submits.

                                       13

<PAGE>

The Issuer hereby appoints Managing Director of its Tokyo branch in Tokyo, Japan
as the authorized agent of the Issuer upon whom process and any judicial or
other court documents may be served in any legal or other court procedural
action arising from or relating to the Bonds, Bond Certificates, Coupons, or
these Conditions of Bonds that may be instituted in Japan; the Company hereby
designates the address from time to time of its Tokyo branch, currently at 1-31,
Minami-Aoyama 3-chome, Minato-ku, Tokyo, Japan 107-0062, as the address to
receive such process and any judicial or other court documents. The Issuer
hereby agrees to take, from time to time and so long as any of the Bonds or
Coupons shall remain outstanding, any and all action (including the execution
and filing of any and all documents and instruments) that may be necessary to
effect and to continue such appointment and designation in full force and
effect. If at any time such agent shall not, for any reason, serve as such
authorized agent, the Issuer shall immediately appoint, and it shall take any
and all action that may be necessary to effect the appointment of, a successor
authorized agent in Tokyo, Japan, and the Issuer shall promptly notify the
Fiscal Agent and publicly notify the Bondholders of the appointment of such
successor agent.

Nothing in this Section 20 shall affect the right of the Bondholder to institute
legal proceedings against the Issuer in any court of competent jurisdiction
under applicable laws or to serve process in any manner otherwise permitted by
law.

                                       14

<PAGE>

Schedule

                          LIST OF EXISTING INDEBTEDNESS

    1.       Indebtedness under the BNY Credit Agreement (meaning that certain
             Credit Agreement, dated as of November 5, 2001, by and among
             Tiffany & Co., certain Subsidiaries of Tiffany & Co., the banks
             that are parties thereto, and The Bank of New York, as the
             administrative agent, as amended, extended, refinanced or renewed
             from time to time, and each successor loan or credit agreement
             constituting Tiffany & Co.'s primary bank credit facility, in each
             case as may be amended from time to time), which may be incurred by
             Tiffany & Co., and those of its direct and indirect subsidiaries
             that are or become parties thereto.

    2.       Guarantees provided by each of the guarantors of the indebtedness
             described in Item 1 above (unsecured).

    3.       $60,000,000 6.90% Series A Senior Notes due 2008 issued by Tiffany
             & Co. to certain purchasers thereof (unsecured; $60,000,000
             outstanding).

    4.       Guarantees provided by each of the guarantors of the indebtedness
             described in Item 3 above (unsecured).

    5.       $40,000,000 7.05% Series B Senior Notes due 2010 issued by Tiffany
             & Co. to certain purchasers thereof (unsecured; $40,000,000
             outstanding).

    6.       Guarantees provided by each of the guarantors of the indebtedness
             described in Item 5 above (unsecured).

    7.       Indebtedness of Tiffany & Co. Japan Inc. under Y5,000,000,000 4.50%
             Loan due 2011 from American Family Life Assurance Company of
             Columbus, Japan Branch (unsecured; Y5,000,000,000 outstanding).

    8.       Guaranty provided by Tiffany & Co. of the indebtedness described in
             Item 7 above (unsecured).

    9.       Indebtedness of Tiffany & Co. Japan Inc. under Y5,500,000,000
             Variable Rate Loan due 2004 from The Fuji Bank, Ltd. (unsecured;
             Y5,500,000,000 outstanding).

    10.      Interest Rate Swaps with J.P. Morgan Chase Bank in connection with
             the indebtedness described in item 9 above (unsecured).

    11.      Guaranty provided by Tiffany & Co. of the indebtedness described in
             Item 9 above (unsecured).

                                       15

<PAGE>

    12.      Brazilian Reais 7,250,000 uncommitted line of credit provided to
             Tiffany-Brasil Ltda. by Bank Boston N.A. (unsecured).

    13.      $40,000,000 6.15% Series C Senior Notes due 2009 issued by Tiffany
             & Co. to certain purchasers thereof (unsecured; $40,000,000
             outstanding).

    14.      $60,000,000 6.56% Series D Senior Notes due 2012 issued by Tiffany
             & Co. to certain purchasers thereof (unsecured; $60,000,000
             outstanding).

    15.      Guarantees provided by the guarantors of the indebtedness described
             in Items 13 and 14 above (unsecured).

    16.      Interest Rate Swaps with Lehman Brothers Special Financing, Inc. in
             connection with the indebtedness described in Items 13 and 14
             above.

    17.      Forward exchange yen contracts, including those arising under that
             certain Foreign Exchange and Options Master Agreement dated as of
             March 28, 1997, by and between The Bank of New York and Tiffany and
             Company ("FEOMA-1") and that certain Foreign Exchange and Option
             Master Agreement dated as of March 28, 1997, by and between The
             Bank of New York and Tiffany & Co. International ("FEOMA-2")
             (unsecured).

    18.      Guaranty provided by Tiffany & Co. International of the
             indebtedness arising under FEOMA-1 (unsecured).

    19.      Guaranty provided by Tiffany and Company of the indebtedness
             arising under FEOMA-2 (unsecured).

    20.      Indebtedness under the LSI Credit Agreement (meaning that certain
             Credit Agreement, dated as of May 13, 2003, by and among Tiffany &
             Co. and Little Switzerland, Inc., as Borrowers, and Wachovia Bank,
             National Association, as Lender, as amended, extended, refinanced
             or renewed from time to time, and each successor loan or credit
             agreement, in each case as may be amended from time to time), which
             may be incurred by Tiffany & Co., and those of its direct and
             indirect subsidiaries that are or become parties thereto.

    21.      Guarantees provided by each guarantors of the indebtedness
             described in Item 20 above (unsecured).

    22.      Indebtedness under the Agreement on Overdraft in Special Current
             Account (Y11,000,000,000), dated June 26, 2003 between Mizuho Bank,
             Ltd., as Lender Tiffany & Co. Japan Inc.

                                       16

<PAGE>

   23.      Guaranty provided by Tiffany & Co. of the indebtedness described in
            Item 22.

   24.      Indebtedness of World Gift Imports (Barbados) Ltd., a subsidiary of
            Little Switzerland, Inc., to Almod Diamonds Ltd. ($4,000,000)

                                       17

<PAGE>

                                                                      Schedule 2
                                                                 100,000,000 Yen
                                                            No. ________________

                 Tiffany & Co. Japan Inc. First Series Yen Bonds
                    (Qualified Institutional Investors Only)
                           guaranteed by Tiffany & Co.

                                    Unsecured

                                 100,000,000 Yen
                            Interest: 2.02% per annum
                             Due September 30, 2010

         These Bonds are a part of the Tiffany & Co. Japan Inc. First Series Yen
Bonds (Qualified Institutional Investors Only) guaranteed by Tiffany & Co. in
the aggregate principal amount of 15,000,000,000 Yen due September 30, 2010
issued on September 30, 2003 by Tiffany & Co. Japan Inc. based on its corporate
resolution and in accordance with the Conditions of Bonds indicated on the
reverse side of the Bonds.

                            September 30, 2003

                            Tiffany & Co. Japan Inc.

                            _________________________
                            Director
                            (signature in facsimile)

                                       1

<PAGE>

         In accordance with the Payment Guarantee in the form indicated on the
reverse side of the Bonds, Tiffany & Co. unconditionally and irrevocably
guarantees the Bondholders and Couponholders of the due and punctual payment by
Tiffany & Co. Japan Inc. of the principal of (including cases where there is
premium on capital stock) and interest on the Bonds, as well as all other
amounts payable at the maturity date or other due dates under these Conditions
of Bonds described in the form indicated on the reverse side of the Bonds.

                                         September 30, 2003

                                         Tiffany & Co.

                                         _____________________________
                                         Executive Vice President and Chief
                                         Financial Officer
                                         (signature in facsimile)

[The following wording will be printed in English on the last line of the front
face of the Bonds.]

         Any United States person who holds this obligation will be subject to
limitations under the United States income tax laws, including the limitations
provided in Sections 165(j) and 1287(a) of the United States Internal Revenue
Code of 1986, as amended.

                                       2

<PAGE>

                                                                      Schedule 3

                 Tiffany & Co. Japan Inc. First Series Yen Bonds
                    (Qualified Institutional Investors Only)
                           guaranteed by Tiffany & Co.

                         100,000,000 Yen Bond Coupon
                         1,010,000 Yen
                         To be paid on March 30/September 30, ____________
                         No. __________

                             Tiffany & Co. Japan Inc.

                             ___________________________
                             Director
                             (signature in facsimile)

                                       1

<PAGE>

         In accordance with the Payment Guarantee in the form indicated on the
reverse side of the Bonds, Tiffany & Co. unconditionally and irrevocably
guarantees the Bondholders and Couponholders of the due and punctual payment by
Tiffany & Co. Japan Inc. of amounts payable at the maturity date of the Coupons.

                                Tiffany & Co.

                                ______________________________________
                                Executive Vice President and Chief Financial
                                Officer
                                (signature in facsimile)

[The following wording will be printed in English on the last line of the front
face of the Bonds.]

         Any United States person who holds this obligation will be subject to
limitations under the United States income tax laws, including the limitations
provided in Sections 165(j) and 1287(a) of the United States Internal Revenue
Code of 1986, as amended.

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