SecProbe.io

Mail Stop 3561         September 25, 2008  Kosta N. Kartsotis, Chief Executive Officer
Fossil, Inc.
2280 N. Greenville Avenue Richardson, Texas 75082
 Re:  Form 10-K for Fiscal Year Ended January 5, 2008
  Filed March 5, 2008
Forms 10-Q for Fiscal Quarters Ended April 5 and July 5, 2008
  Filed May 15 and August 14, 2008
  Definitive Proxy Statement on Schedule 14A
Filed April 10, 2008
  File No. 000-19848

Dear Mr. Kartsotis:
We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply.  If you disagree, we
will consider your explanation as to why our comments are inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended January 5, 2008

Cover page
1. Please disclose that your securities are registered under Section 12(b) of the
Securities Exchange Act of 1934 because the shares of common stock are listed on the NASDAQ Global Select Market.
2. Please indicate on the cover page that you have incorporated by reference into
the Form 10-K disclosure from the proxy statement.  Refer to Form 10-K.

Kosta N. Kartsotis
Fossil, Inc.  September 25, 2008
Page 2
 Item 1 Business, page 3

 Products, page 8

Watch Products, page 10
3. Please broaden your discussi on as to how important th e licenses you hold are to
your business, and the duration and effect of all licenses held.  Refer to Item
101(c)(1)(iv) of Regulation S-K.
 Design and Development, page 12

4. You state that you have an internal cr eative team to design your products and
that you gather information from your cu stomers regarding retail performance of
your products.  Please discuss the estimated amount you spent during each of the last three fiscal years on company-sponsored research and development activities
determined in accordance with generally accepted accounting principles.  In addition, state, if material, the estimated  dollar amount spent during each of the
last three fiscal years on customer-sponsor ed research activities relating to the
development of new products, services or  techniques or the improvement of
existing products, services or techniqu es.  Refer to Item 101(c)(1)(xi) of
Regulation S-K.
Item 1A. Risk Factors, page 21

5. In the final risk factor on page 23, you indicate that you do not maintain long-
term contracts with suppliers, but re ly upon close relationships with these
suppliers.  Please describe in greater de tail how a failure to maintain close
relationships with your current suppliers and to develop long-term relationships
with other suppliers will impact your business.
 Item 3. Legal Proceedings, page 33

6. You state that you “believe  that [you] have meritorious defenses to these
claims.”  This is a legal opinion that counsel should pr ovide, or in the alternative
you should remove this statement.
7. Please indicate the relief the plaintiffs seek.  Refer to Item 103 of Regulation S-
K.

Kosta N. Kartsotis
Fossil, Inc.  September 25, 2008
Page 3
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 39
Summary, page 39
8. Please expand this section to discuss known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on your revenues or income or result in your liquidity decreasi ng or increasing in an y material way.  In
doing so, provide additional information a bout the quality and variability of your
earnings and cash flows so th at investors can ascertain the likelihood of the extent
past performance is indicative of future performance.  In addition, please discuss in reasonable detail:

• economic or industry-wide factors relevant to your company, and
• material opportunities, cha llenges, and risks in shor t and long term and the
actions you are taking to address them.

For example, you should discuss fully any risks associated with your increasingly international operations, the effects of foreign currency exchange rates and the economic environment in the United States and internationally.  Refer to Item 303
of Regulation S-K and SEC Release No. 33-8350.

Liquidity and Capital Resources, page 51

9. Your discussion regarding your liquidity and capital resources appears focused
solely on a short-term basis.  Please  enhance your discussion on liquidity and
capital resources to discuss liquidity a nd capital resources on both a long-term
and short-term basis.  Refer to Instruc tion 5 of Item 303(a) of Regulation S-K.

Quantitative and Qualitative Disclosure about Market Risk, page 54
10. To the extent material, please expand your discussion to briefly discuss the
variety of financing and operating prac tices you employ to manage the market
risk you face from settlement of inter-company inventory transactions.  Please
include a discussion of the objectives, gene ral strategies, and instruments, if any,
used to manage those exposures.  Refer to Item 305(b)(ii) of Regulation S-K.

Kosta N. Kartsotis
Fossil, Inc.  September 25, 2008
Page 4
 Item 9A. Controls and Procedures, page 81

 Changes in Internal Control over Financial Reporting, page 82

11. We note that your discussion does not include the statement required pursuant to
Item 308(a)(4), which requires you to stat e that a registered  public accounting
firm has audited the financial statements included in the annual report containing
the disclosure required by Item 308 and ha s issued an attestation report on the
registrant’s internal control over fi nancial reporting.  Please provide the
statement as required under Item 308(a)(4) of Regulation S-K.
12. We note your disclosure that “[o]ther than  the remedial actions taken to address
the material weakness as noted below, th ere have been no changes in internal
control over financial reporting during  the quarter ended January 5, 2008 that
have materially affected, or is reasonably likely to materially affect our internal
control over financial reporting.”  Revise to state clearly, if correct, that there
were changes in your internal control over financial reporting that occurred
during this quarter that have materially affected, or are reasonably likely to
materially affect, your internal control over financial reporting.
 Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 16
 Annual Cash Incentive Opportunities, page 20

13. Please disclose the operating income targ ets for 2007 and disclose the expenses
that were excluded for determining the act ual operating income  level.  We note
that you believe disclosure of this info rmation would cause you competitive harm.
Please provide us on a supplemental basis a detailed anal ysis supporting the
conclusion that disclosure of this information would cause you competitive harm.
Please see Instruction 4 to Item 402(b) of Regulation S-K and our Answer to
Question 118.04 of the Regulation S-K Compliance and Disclosure
Interpretations available on our website at www.sec.gov .
 Retention and Incentive Equity Awards, page 21

14. In the first full paragraph on page  22, you state “In fiscal 2007, the
Compensation Committee considered be nchmark data provided by Ernst &

Kosta N. Kartsotis
Fossil, Inc.  September 25, 2008
Page 5

Young as well as the Human Resources Department in determining overall award sizes.”  However, your discussion regarding benchmarking and industry comparative data on page 18-19 seems to  only discuss information that the
Human Resource Department provides.  Please discuss the components of Ernst
& Young’s benchmarking data.  Refer to It em 402(b)(2)(xiv) of Regulation S-K.
Employee Benefits, page 26

15. In your description of the non-qualified  deferred compensation plan, please
discuss the measures for calculating in terest or other plan earnings.  Please
quantify any applicable interest rates and other earning measures applicable
during the last fiscal year.  Refer to Item 402(i)(3)(ii) of Regulation S-K.
 Certain Relationships and Re lated Transactions, page 30

16. Please discuss the standards you apply to review, approve or ratify any
transaction required to be reported under Item 404(a) of Regulation S-K.  Refer to Item 404(b)(1)(ii) of Regulation S-K.
 Form 10-Q for the Quarterly Period Ended July 5, 2008

 Item 4.  Controls and Procedures, page 24

17. We note your statement that any “contro ls and procedures, no matter how well
designed and operated, can pr ovide only reasonable a ssurance of achieving the
desired control objectives.”  Please c onfirm for the period ended July 5, 2008
that your disclosure controls and proce dures are designed to provide reasonable
assurance of achieving their objectives and that your principal executive officer and principal financial officer conclude d that your disclosure controls and
procedures are effective at that reason able assurance level.  Please include
similar disclosure in future filings.  In the alternative, remove the reference to the level of assurance of your disclosure controls and pr ocedures.  Please refer to
Section II.F.4 of Management’s Reports on Internal Contro l Over Financial
Reporting and Certification of Disclosure  in Exchange Act Periodic Reports,
SEC Release No. 33-8238, available on our website at <http://www.sec.gov/rules/final/33-8238.htm>.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.   If you amend one of your filings, you may
wish to provide us with marked copies of th e amendment to expedite our review.  Please

Kosta N. Kartsotis
Fossil, Inc.  September 25, 2008
Page 6
 furnish a letter that keys your responses to our comments and provides any requested
information.  Detailed letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in these filings to  be certain that the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.     You may contact Robert W.  Errett, Attorney Advisor, at (202) 551-3225 or Ellie
Bavaria, Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any questions.
Sincerely,

 H. Christopher Owings
Assistant Director