Exhibit 3.1
                                                                   Tiffany & Co.





                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  TIFFANY & CO.
                           ---------------------------

                         Pursuant to Section 242 of the
                General Corporation Law of the State of Delaware

    Tiffany & Co., a corporation of the State of Delaware (the  "Corporation"),
hereby sets forth an Amendment to its Certificate of Incorporation pursuant to 8
Del. C.ss.242, hereby certifying as follows:

    FIRST:  The  Certificate  of  Incorporation  of the Corporation  is amended
by striking  out  the  first   paragraph  of  Article  FOURTH  thereof  and  by
substituting  in lieu thereof a new first paragraph of Article FOURTH reading as
follows:

          FOURTH: The  Corporation  shall be  authorized to issue two classes of
          shares of stock to be designated, respectively, "Preferred Stock" and
          "Common  Stock";  the  total  number  of  shares which the Corporation
          shall have authority to issue is Two  Hundred  and Forty-two Million
          (242,000,000); the total number of shares of Preferred Stock shall be
          Two Million (2,000,000) and each such share shall have a par value of
          $.01;  and the total  number of shares of Common  Stock shall be Two
          Hundred and Forty Million (240,000,000)and each such share of Common
          Stock shall have a par value of $.01.

    SECOND:  Said amendment was duly adopted in accordance with the  provisions
of Section 242 of the General Corporation Law of the State of Delaware.

    IN WITNESS  WHEREOF,  the Corporation has  caused  this  Certificate to  be
signed by its President and attested by its Assistant Secretary this 18th day of
May, 2000.

                                                TIFFANY & CO.


                                                    /s/ Michael J. Kowalski
Attest:                                         By: ____________________________
                                                     Michael J. Kowalski
/s/ Tarz F. Palomba                                  President
---------------------------
Tarz F. Palomba
Assistant Secretary