APPLICATION FOR BONDS

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TIFFANY &| CO

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Title: APPLICATION FOR BONDS
Governing Law: New York Date: 4/12/2004
Industry: Retail (Specialty)

APPLICATION FOR BONDS, Parties: tiffany &, co

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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

<PAGE>

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.

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

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.

<PAGE>

(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.

<PAGE>

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.

<PAGE>

(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

<PAGE>

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")

<PAGE>

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.

<PAGE>

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

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