SecProbe.io

August 6, 2012

Via E -Mail
Kosta N. Kartsotis
Chief Executive Officer
Fossil, Inc.
901 S. Central Expressway
Richardson, TX  75080

Re: Fossil, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 29, 2012
File No. 000-19848

Dear Mr. Kartsotis:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Item 1. Business, page 3

1. On page 11, you list your licensed watch brands, and on page 12 indicate that these
products accounted for 44.7% of net sales in 2011, “with certain individual licensed
brands accounting for a significant portion” of sales.  Please disclose the specific licenses
that constituted a substantial portion of your sales, quantifying the impact of such
licenses, as required by Item 101(c)(1)(iv) of Regulation  S-K so that readers can
appreciate the impact of the loss of such licensee, as applicable.

2. On page 15, you mention that you operate in over 120 countries and operate 22 foreign
subsidiaries. Please provide financial information on the different geographi c areas in

Kosta N. Kartsotis
Fossil, Inc.
August 6, 2012
Page 2

 which you operate, as required by Item 101(d) of Regulation S -K.  We note that you
appear to provide some of this information on page 16, however, it does not appear that
you provide all of this information, as applicable.

Item 1A. Risk Facto rs, page 24

3. The data on page 46 shows that approximately 27% of your revenues in fiscal year 2011
are attributable to your Europe wholesale division.  Please add a risk discussing the
current weakening of the European economy and its potential impact on y our financial
condition.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 38

4. You are a member of the Standard & Poor’s 500 Stock Index.  As such, you must use that
index, in addition to or instead of the NASDAQ Global Select Market, as a basis of
comparison in your Common Stock Performance Graph on page 39, as required by Item
201(e)(1)(i) of Regulation S -K.

Item 7. Management’s Discussion and Analysis of Financial Condition  and Results of
Operations, page 41

Fiscal Year 2011 Compared to Fiscal Year 2010, page 46

5. We note from the data on page 46 that approximately 27% of your revenues in fiscal year
2011 are derived from your Europe wholesale division.  In accordance with I tem
303(a)(3)(ii) of Regulation S -K, please discuss the current trends in the weakening
European economy, and any resultant effects on your revenues or income.

6. Please tell us and quantify the impact, to the extent material, on revenues and expenses
result ing from foreign currency translations of your subsidiaries during their re -
measurements into US dollar. We note you derive approximately  50% of your revenues
from foreign subsidiaries based on the footnote disclosure on page 92.

Liquidity and Capital Res ources, page 53

7. Discuss your material commitments for capital expenditures, if any, and the source of
funds needed to fulfill such commitments. See Item 303(a)(2)(i) of Regulation S -K.  For
example, you discuss on page 7 your intent to open 70 to 75 addit ional stores in 2012.

Kosta N. Kartsotis
Fossil, Inc.
August 6, 2012
Page 3

 Item 8. Consolidated Financial Statements and Supplementary Data, page 59

Consolidated Statements of Cash Flow, page 63

8. Please separately present the provision for bad debts as an adjustment to reconcile net
income to net cash provided by operating activities.

Notes to Consolidated Financial Statements, page 64

7. Intangible and Other Assets, page 71

9. Please tell us and clarify in your disclosures the nature of key money deposit and its
estimated useful lives for amortization.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statem ent from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any actio n with respect to the filing; 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.

You may contact Donna Di Silvio, Staff Accountant , at (202) 551 -3202  or me at (202)
551-3377  if you have questions regarding comments on the financial statements and related
matters.  Please contact Mara Ransom, Assistant Director,  at (202) 551 -3720 with any other
questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

cc:  Mike L. Kovar