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                                                                 EXHIBIT 10.111a
                                                                   TIFFANY & CO.
                                                             REPORT ON FORM 10-K
                                                                FISCAL YEAR 1999

                                   RIDER NO. 1
                                       TO
                           AGREEMENT OF 12TH JUNE 1993
       (SHINJUKU, TAKAMATSU, MATSUYAMA AND KANAZAWA CONCESSION BOUTIQUES)

         THIS RIDER supplements and amends that certain Agreement made the 12th
day of June 1993 by and between Tiffany & Co. Japan, Inc. (formerly known as
Tiffany-Japan (Delaware) Inc.) ("Tiffany-Japan"), a corporation organized and
existing under the laws of the State of Delaware with its Japan branch offices
at 3-1-31, Minami-Aoyama, Minatu-ku, Tokyo 107-0062, Japan, (ii) Tiffany and
Company ("Tiffany"), a corporation organized and existing under the laws of the
State of New York with its executive offices at 727 Fifth Avenue, New York, NY
10022, United States of America and (iii) Mitsukoshi Limited ("Mitsukoshi"), a
corporation organized and existing under the laws of Japan with its executive
offices at 4-1, Nihombashi Muromachi 1-chome, Chuo-ku, Tokyo 103-8001, Japan, as
such Agreement has been previously amended (the "93 Agreement").

                                   WITNESSETH:

Whereas, the parties wish to vary their respective rights and duties under the
93 Agreement to provide for the construction and operation of Concession
Boutiques in Mitsukoshi's Shinjuku, Takamatsu and Matsuyama stores and a
Concession Boutique to be operated in a location apart from a Mitsukoshi store
in Kanazawa.

NOW THEREFORE, in consideration of the foregoing objectives and the mutual
promises set forth below, the parties hereto agree as follows:

         A. Prior Agreements Remain in Force; Rider Controls. The 93 Agreement
as amended shall continue to have full force and effect, but shall be amended
and supplemented as provided below. The Agreement dated February 23, 1996 by and
between the parties with respect to the Ginza Store (the "Flagship Store
Agreement") shall not be affected or amended in any manner by this document, and
the Flagship Store Agreement shall continue to have full force and effect. All
defined terms used in the 93 Agreement shall have the same meanings when used in
this Rider except as expressly amended and supplemented below. Anything stated
in this Rider shall supercede any conflicting statements in the 93 Agreement.

         B. Changes to Defined Terms; New Defined Terms.

         The following defined terms used in Article I of the 93 Agreement are
hereby deleted in their entirety and replaced with the following:


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         "Base Percentage" means the applicable percentage of Net Sales for the
         month in question, as listed below:

                  (i)      23% for items of Tiffany Merchandise each having a
                           New York Retail Price of less than U.S. $60,000,
                           except for such items sold in Concession Boutiques,
                           in which case the percentage shall be as follows:
                           Shinjuku, Takamatsu and Matsuyama Boutiques - 16%;
                           Kanazawa - 14%;

                  (ii)     19% for items of Tiffany Merchandise each having a
                           New York Retail Price equal to or greater than U.S.
                           $60,000 but less than U.S. $80,000, except for such
                           items sold in Concession Boutiques, in which case the
                           percentage shall be as follows: Shinjuku, Takamatsu
                           and Matsuyama Boutiques - 12%; Kanazawa - 10%;

                  (iii)    16% for items of Tiffany Merchandise each having a
                           New York Retail Price equal to or greater than U.S.
                           $80,000, except for such items sold in Concession
                           Boutiques, in which case the percentage shall be as
                           follows: Shinjuku, Takamatsu and Matsuyama Boutiques
                           - 9%; Kanazawa - 7%; and

                  (iv)     5% for items of Fine Merchandise, regardless of the
                           New York Retail Price.

The following new defined terms shall be applicable in the 93 Agreement:

         "Concession Boutiques" means the Boutique to be constructed by
         Mitsukoshi in its Shinjuku, Takamatsu and Matsuyama stores and in the
         stand-alone location in Kanazawa, and other Boutiques later designated
         by the parties in writing as "Concession Boutiques."

         "Tiffany Staff" means the employees of Tiffany-Japan assigned as sales
         staff within a Boutique.

C. Mitsukoshi to Construct Concession Boutiques. Mitsukoshi shall construct,
outfit, equip and decorate the Concession Boutiques at Mitsukoshi's sole cost
and expense. The Concession Boutiques shall be constructed by Mitsukoshi in the
locations indicated in Schedule C and each such location shall occupy the
minimum area indicated in subsection 1 below. Such locations shall not be
changed by Mitsukoshi without Tiffany's express, written permission. Mitsukoshi
shall follow Tiffany's standards for Boutique design and construction.

                  1.       Mitsukoshi agrees to use all reasonable commercial
                           efforts to complete construction, outfitting,
                           equipping and decoration of the


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                           Concession Boutiques and to open such Boutiques for
                           business by the following dates:

                                    Shinjuku:   September 14, 1999 (105 tsubo)
                                    Takamatsu:  October 1, 1999 (55 tsubo
                                    Matsuyama:  June 8, 1999 (53 tsubo)
                                    Kanazawa:   October 29, 1999 (92 tsubo).

                  2.       Mitsukoshi will shut down and dismantle the Existing
                           Boutiques in the following stores on the following
                           dates in anticipation of the opening of the
                           corresponding Concession Boutiques:

                                    Shinjuku:   September 12, 1999
                                    Takamatsu:  September 26, 1999
                                    Matsuyama:  June 6, 1999
                                    Kanazawa:   October 26, 1999.

                           If any event is likely to delay the opening of a
                           Concession Boutique, Mitsukoshi and Tiffany will meet
                           and discuss a change to the applicable shut-down date
                           so as to minimize the period of time that the
                           Boutique is not open for business. On each of the
                           closing dates indicated above, the applicable Host
                           Store shall carry out a physical inventory of the
                           Tiffany Merchandise on hand in the Existing Boutique
                           in the manner contemplated by Section 5.5.5 of the 93
                           Agreement and any adjustments required by Section
                           5.5.4 of the 93 Agreement shall be promptly made.

                  3.       All plans and specifications for material and
                           equipment for the construction and outfitting of the
                           Concession Boutiques will be prepared by Mitsukoshi
                           and reviewed with Tiffany prior to the start of
                           construction. Mitsukoshi agrees to make any changes
                           necessary to conform such plans and specifications to
                           Tiffany's standards.

                  4.       Mitsukoshi agrees to install, at Mitsukoshi's cost
                           and expense, security equipment consistent with
                           Tiffany's standards in each Concession Boutique. Such
                           equipment shall include: merchandise storage vaults;
                           secure premises that may be closed off after trading
                           hours by means of a rolling locking gate; and
                           electronic security measures such as closed circuit
                           television monitoring, intrusion monitoring and
                           alarms and panic buttons.

                  5.       For the Shinjuku Concession Boutique, Tiffany shall
                           pay the cost to acquire and maintain all jewelry
                           display forms, including the red-colored forms used
                           during the holiday season. The term "jewelry display
                           forms" does not refer to display cases or vitrines.


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         D. Tiffany-Japan Responsible for Loss or Damage to Merchandise in
Concession Boutiques. Section 5.5, except for Section 5.5.2, of the 93 Agreement
shall not apply to Tiffany Merchandise in the Concession Boutiques.
Tiffany-Japan shall bear responsibility for loss or damage to Tiffany
Merchandise at all times that such merchandise is in a Concession Boutique. The
Host Store shall have no obligation to verify receipt of Tiffany Merchandise by
a Concession Boutique.

         E. Staffing of Concession Boutiques.

                  1.       The Host Store shall provide, at its own expense, a
                           Boutique Manager and an assistant thereto for each
                           Concession Boutique notwithstanding Section 8.5 of
                           the 93 Agreement. Such Boutique Managers and
                           assistants thereto may be such Mitsukoshi employees
                           who are simultaneously assigned other jobs in the
                           Host Stores, provided, however, that in the Kanazawa
                           Boutique such Manager and assistant shall be devoted
                           full time to cash register operations within such
                           Boutique.

                  2.       Tiffany-Japan shall provide Tiffany Staff at
                           Concession Boutiques notwithstanding Section 8.6 of
                           the 93 Agreement. The staffing levels for each
                           Concession Boutique shall be as follows, inclusive of
                           Brand Managers and Assistant Brand Managers:

                                        Shinjuku:   40 persons
                                        Takamatsu:  10 persons
                                        Matsuyama:  10 persons
                                        Kanazawa:   10 persons.

                  3.       The Boutique Manager shall not be responsible for the
                           management of the Tiffany Staff in the Concession
                           Boutiques, notwithstanding the definition of
                           "Boutique Manager."

                  4.       In Concession Boutiques, the provisions of Section
                           8.4 of the 93 Agreement shall apply to Tiffany Staff
                           as well as to Brand Managers and Assistant Brand
                           Managers.

                  5.       The Host Store shall have no obligation to pay
                           travel, food or lodging expenses for Tiffany Staff
                           assigned to Concession Boutiques notwithstanding
                           Section 8.8 of the 93 Agreement.

                  6.       Article 3 of the Staffing Agreement, which is Exhibit
                           SA of the Flagship Store Agreement and duly executed
                           on February 26, 1996 between Tiffany-Japan and
                           Mitsukoshi, shall apply mutatis mutandis to the
                           Tiffany Staff in each Concession Boutique, to the
                           extent not inconsistent with the provisions set forth
                           in this Rider.


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         F. Cash Registers; Credit Risks. In Concession Boutiques, other than
the Kanazawa Boutique, cash registers supplied by the Host Store will be
operated by Tiffany Staff who will be trained in the operation of such registers
and credit authorization procedures by the Host Store. In the Kanazawa Boutique,
cash registers supplied by Mitsukoshi will be operated by Mitsukoshi's
employees. The Host Store or Mitsukoshi shall collect proceeds of all sales at
the end of each day and hold the same. Except in the Kanazawa Boutique,
Tiffany-Japan will be responsible for any discrepancies in the amount of cash
proceeds which shall be accounted for on a monthly basis. In the Kanazawa
Boutique, Mitsukoshi will be responsible for any discrepancies in the amount of
cash proceeds which shall be accounted for on a monthly basis. Mitsukoshi will
bear credit risk for sales made in Concession Boutiques and Section 6.4 of the
93 Agreement will apply; however, Tiffany Staff shall be responsible for
following Mitsukoshi's credit authorization procedures and any credit losses
incurred by Mitsukoshi as result of Tiffany-Japan's failure to follow such
procedures shall be charged by the Host Store to Tiffany-Japan.

         G. Collateral Materials. In Concession Boutiques, Tiffany-Japan shall
have the responsibility to provide, at its own cost and expense, all items that
would be the responsibility of the Host Store under Sections 9.3 and 9.4 of the
93 Agreement, including packaging materials, fresh flowers and uniforms worn by
Tiffany Staff.

         H. Computation of Incentive Fee. Concession Boutiques will be
considered Existing Boutiques for purposes of calculating Net Incremental Sales,
notwithstanding the definition of "New Boutiques" set forth in the 93 Agreement.
For the purposes of that calculation, Net Sales previously made in an Existing
Boutique will be considered sales made by the Concession Boutique which has
replaced the Existing Boutique. With respect to the Shinjuku Concession
Boutique, only Net Sales made in the Existing Boutique located in the main
Shinjuku Store will considered in that calculation, it being understood that
sales made in the Shinjuku Minami-Kan Boutique will not be counted because it
has been been closed in July of 1999 by mutual agreement.

         I. Advertising and Promotional Responsibilities. Notwithstanding
Article X of the 93 Agreement, Expenses for advertising and promotion relating
to the Concession Boutiques shall be allocated between Mitsukoshi and
Tiffany-Japan as set forth in Schedules I.1 and I.2.

         J. Product Liability, Etc. Article IV, Insurance and Indemnity, of the
Flagship Store Agreement shall apply mutatis mutandis to all the Boutiques,
including but not limited to Concession Boutiques.

         K. Effective Dates. Each Existing Boutique subject of this Rider shall
be operated as a Concession Boutique under the terms of the 93 Agreement when it
is reopened for business following the completion of Mitsukoshi's construction
activities as provided for above. Nothing stated in this Rider shall be deemed
to vary the Expiration Date or any of the other terms of the 93 Agreement except
as expressly stated in this


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Rider, and the provisions of Article XIII of the 93 Agreement shall apply to all
obligations established by this Rider as though they were "Continuing
Obligations" as defined in the 93 Agreement.

                                   (continued)


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IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS RIDER NO. 1 TO THE 93
AGREEMENT EFFECTIVE AS OF SEPTEMBER 21, 1999.

MITSUKOSHI LIMITED
("Mitsukoshi")


By: /s/ Taneo Nakamura
    ---------------------------------
        Name:  Taneo Nakamura
        Title: Senior Managing Director, General Manager
               Operations Headquarters


TIFFANY AND COMPANY
("Tiffany")


By: /s/ Jame E. Quinn
    ---------------------------------
        Name:  James E. Quinn
        Title: Vice Chairman


TIFFANY & CO. JAPAN, INC.
("Tiffany-Japan")


By: /s/ Kikuo Fukui
    ---------------------------------
        Name:  Kikuo Fukui
        Title: President

Attachment:  Schedule C - Location Diagrams for Shinjuku, Takamatsu, Matsuyama
             and Kanazawa Concession Boutiques

             Schedule I.1 - Sharing of Expenses (For Advertisement and Media)

             Schedule I.2 - Sharing of Expenses (For Events)


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