Exhibit 3.1 Tiffany & Co.
CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
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
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