SecProbe.io

Mail Stop 3561

September 30, 2015

Dennis R. Secor
Chief Financial Officer
Fossil Group, Inc.
901 S. Central Expressway
Richardson, Texas  75080

Re: Fossil Group, Inc.
 Form 10-K for the Fiscal Year Ended January 3, 2015
Filed February 20, 2015
Form 10 -Q for the Quarterly Period Ended July 4, 2015
Filed August 13, 2015
File No. 0-19848

Dear Mr. Secor :

We have reviewed your filing s and 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will re spond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended Ja nuary 3, 2015

General

1. Your Form 10 -K and website state that you sell products in the Middle East and Africa.
Syria, located in the Middle East , and Sudan, located in Africa, are designated by the
State Department as state sponsors of terrorism  and are s ubject to U.S. economic
sanctions and export controls.  Your Form 10 -K does not include disclosure regarding
those countries.  Please describe to us the nature and extent of any past, current, and
anticipated contacts with Syria and Sudan, whether through subsidiaries, affiliates,
distributors, resellers, licensees, or other direct or indirect arrangements.  In this regard,
we note that your list of branded products on page 10 identifies the
emporioarmaniwatches.com website as a distribution channel for Emp orio Armani
watches.  That website redirects to Armani.com, which lists three stores in Syria.  A 2012

Dennis R. Secor
Fossil Group, Inc.
September 30, 2015
Page 2

 news article reports that Paris Gallery sells branded watches, that its brands include
Burberry, and that its markets include Syria.  You should describe  any products or
services you have provided into Syria and Sudan, directly or indirectly, and any
agreements, commercial arrangements, or other contacts with the governments of those
countries or entities they control.

2. Please discuss the materiality of a ny contacts with Syria or Sudan you describe in
response to the comment above  and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate doll ar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an invest ment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  As you know, various state and
municipal governments, universities, and other investors have proposed or adopted
divestment or similar initi atives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.  You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associat ed with Syria and Sudan.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Fiscal Year 2014 Compared to Fiscal Year 2013

Gross Profit, page 51

3. We note you list several reasons for the decrease in your gross profit margin without
separately quantifying the impact of each reason.  For example, we note your gross profit
margins were negatively impacted by increased promotional activity, primarily in your
U.S. outlet stores.  To make this discussion meaningful, y ou should consider quantifying
the factors you list as impacting your results of operations, to the extent they are
significant,  and explain why these factors drove your results .  See Section III.B.1 of SEC
Release No. 33 -8350 and Part III.A of SEC Release  No. 33 -6835.  A fter reviewing the
Releases cited above and with a view towards transparency, please explain to us how
your current disclosure of gross profit meets these principal objectives of MD&A.

4. Please tell us what consideration you gave to expand ing your gross profit discussion to
provide more insight into cost of sales.  In this regard, we note the significance of cost of
sales to the Company and the potential for gross profit to vary based on the items you
disclose on page 72.  Refer to Item 303( a)(3)(i) of Regulation S -K.

Dennis R. Secor
Fossil Group, Inc.
September 30, 2015
Page 3

 Liquidity and Capital Resources, page 56

5. We note your disclosure on page 58 that you expect capital expenditures to total $110 to
$120 million during the fiscal year ending January 2, 2016.   In future filings please
provide more detail as to the planned uses of capital expenditures.   In this regard , we note
your CEO’s remarks during the February 17, 2015 earnings call that the company is
investing in its omnichannel capabilities as well as developing wearable technology that
will impact all brands.   Please also provide additional disclosure about an y new products
that you plan to offer and the impact that these product lines have on your results of
operations, including the Swiss initiative you reference on page 48.   Please refer to Item
303 of Regulation S -K.

Form 10 -Q for the Quarterly Period Ende d July 4, 2015

Notes to Condensed Consolidated Financial Statements

9. Segment  Information , page 14

6. We note that during the first quarter of the current fiscal year you realigned your
operating structure.  After reviewing the disclosures on page 5, we h ave the following
comments:

 As part of this realignment, please tell us the title and describe the role of the CODM
and each of the individuals who report to the CODM;

 Please identify and describe the role of each of your operating segment managers;

 Please tell us who comprises the “regional teams” within each of your reportable
segments including the title and role of each person on each team along with the
person(s) these individuals report to in the organization;  and

 Please tell us how often the C ODM meets with his/her direct reports, the financial
information the CODM reviews to prepare for those meetings, the financial
information discussed in those meetings, and who else attends those meetings.

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 f acts 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 statement from the company
acknowledging that:

Dennis R. Secor
Fossil Group, Inc.
September 30, 2015
Page 4

  the company is respon sible 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 action with respect to the filing; and

 the company may not assert s taff 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 Robert Babula, Staff Accountant , at (202) 551 -3339  or Jason
Niethamer, Assistant Chief Accountant,  at (202) 551 -3855  if you have questions regarding
comments on the financial statements and related matters.  Please contact Daniel Porco, Staff
Attorney , at (202) 551 -3477 , Lisa Kohl, Legal Branch Chief, at (202) 551 -3252  or me at (202)
551-3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products