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Correspondence

 August 20, 2010

Via Edgar Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

 Washington,
D.C. 20549

 Attention: Angie Kim, Brigitte Lippmann and H. Christopher Owings

Re:

Form 10-K for Fiscal Year Ended January 2, 2010

Filed March 3, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 15, 2010

File No. 000-19848

 Dear Ladies and Gentlemen:

 On behalf of Fossil, Inc. (the “Company”), reference is made to the letter dated July 28, 2010 (the
“Comment Letter”) from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) regarding the Annual Report on Form 10-K of the Company for the fiscal year ended
January 2, 2010, filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2010 (the “Form 10-K”), and the Definitive Proxy Statement on Schedule 14A filed with the Commission on
April 15, 2010 (the “Proxy Statement”). We have reviewed the Comment Letter with the Company and the Company’s auditors and the following are the Company’s responses to the Comment Letter. The Company’s responses
to the Comment Letter are numbered to correspond to the Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Staff’s comments contained in the Comment Letter has been restated below in its entirety, with
the Company’s response thereto set forth immediately under such comment.

 FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 2, 2010

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 43

Critical Accounting Policies and Estimates, page 44

Impairment of Goodwill and Trade Names, page 45

1.
Please expand your disclosure to provide additional qualitative and quantitative factors that convey to investors the current and ongoing risks related to the
recoverability of goodwill as well as the risks that additional charges may be required in future periods. Refer to Item 303 of Regulation S-K and Section V of our Interpretive Release No. 33-8350. For example, disclose exactly when you
perform the annual impairment test in the fourth quarter and identify the reporting unit at which you test goodwill for impairment. In addition, you should also disclose whether any of your reporting units are at risk of failing step one of the
impairment test or that the fair value of each of your reporting units is substantially in excess of carrying value. For each reporting unit that is at risk of failing step one, you should provide:

•

 the percentage by which the fair value of the reporting unit exceeded carrying value as of the date of the most recent test;

•

 a description of the methods and key assumptions used and how the key assumptions were determined;

•

 a discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the
extent possible if the valuation model assumes recovery from a business downturn within a defined period of time; and

•

 a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

 Response:

The Company evaluates goodwill for impairment annually as of the end of the fiscal year by comparing the fair value of the
reporting unit to its recorded value. The Company defines its reporting units in accordance with ASC 350-20-20 which defines a reporting unit as “an operating segment or one level below an operating segment (referred to as a component).”
The components within each of the Company’s operating segments have similar economic characteristics. Therefore, the components within each of the operating segments are aggregated and each operating segment is deemed a single reporting unit in
accordance with ASC 350-20-35-35. As of January 2, 2010, the fair values of each of the Company’s three operating segments containing goodwill, United States-Wholesale, Europe-Wholesale and Other International-Wholesale, exceeded the
respective carrying values by more than 98%.

 Beginning with the Company’s Annual Report on Form 10-K for
fiscal year 2010, the Company will expand its disclosures as follows:

 The Company evaluates goodwill for impairment annually
as of the end of the fiscal year by comparing the fair value of the reporting unit to its recorded value. The Company has three reporting units under which it evaluates goodwill for impairment, United States-Wholesale, Europe-Wholesale and Other
International-Wholesale. The fair value of the Company’s reporting units is estimated using market comparable information. Based on the analysis, if the estimated fair value of a reporting unit exceeds its recorded value, no impairment loss is
recognized. As of January 2, 2010, the fair values of each of the Company’s three operating segments containing goodwill, United States-Wholesale, Europe-Wholesale and Other International-Wholesale, substantially exceeded the respective
carrying values.

 Judgments and assumptions are inherent in the Company’s estimate of future cash flows used to determine
the estimate of the reporting unit’s fair value. The most significant assumptions associated with the fair value calculations include net sales growth rates and discount rates. If the actual future sales results do not meet the assumed growth
rates, future impairments of goodwill may be incurred.

2.
We note your impairment discussion with respect to indefinite lived trade names. However, your disclosures do not provide any insight into the potential for further
impairment charges. Given the significant amount of your indefinite lived trade names and to enhance your disclosures for transparency, please revise to include a summary of your significant trade names and the percentage by which their fair values
exceeded recorded values.

 - 2 -

 Response:

Beginning with the Company’s Annual Report on Form 10-K for fiscal year 2010, the Company will expand its disclosures
as follows:

 The Company evaluates trade names annually as of the end of the fiscal year by comparing the fair value of the
asset to its recorded value. The fair value of the asset is estimated using discounted cash flow methodologies. The MICHELE trade name represented approximately 88.9% and 79.3% of the Company’s total trade name balances as of fiscal year end
2009 and 2008, respectively. The Company performed the required annual impairment test and recorded impairment losses of $2.7 million in fiscal 2009 related to the ZODIAC and OYZTERBAY trade names and $7.9 million in fiscal 2008 related to the
MICHELE and ZODIAC trade names. No trade name impairment losses were recorded in 2007. As of January 2, 2010, the fair value of the MICHELE trade name exceeded its carrying value by approximately 9.3% and the ZODIAC and OYZTERBAY trade name
carrying values were written down to their respective fair values. Due to the inherent uncertainties involved in making the estimates and assumptions used in the fair value analysis, actual results may differ which could alter the fair value of the
trade names and possibly cause impairment charges to occur in future periods.

 Results of Operations, page 50

3.
You provide a discussion of the various business reasons behind the change of net sales from the prior year. However, in circumstances where there are more than one
driver behind the change, you should quantify the incremental impact of each individual driver in your discussion so as to enable investors to better understand your performance. For example, you indicate that the net sales decline in your European
wholesale segment during fiscal year 2009 was primarily the result of sales volume declines in your core watch and jewelry businesses of 9.4% and 16.1%, respectively. While this information is helpful, you do not quantify the actual net sales change
for your watch and jewelry business. Further, we note your disclosures that your leather business increased 18.5% during fiscal 2009 without specific quantification of the actual leather net sales resulting from volume or price changes. In this
regard, please quantify by brand and business the actual net sales and the increase resulting from volume or price changes to provide a more complete picture of the variability of your net sales. Refer to Item 303(a)(3) of Regulation S-K,
Financial Reporting Codification 501.04, and SEC Release No. 33-8350.

 Response:

Beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending October 2, 2010, the
Company’s disclosures will be expanded in future filings to quantify the incremental impact of each driver on the Company’s significant businesses - watches, leather and jewelry. For example:

The net sales decline in the European wholesale segment during fiscal year 2009 was primarily the result of sales volume declines in the
Company’s core watch and jewelry business of 9.4%, or $35.9 million and 16.1%, or $17.3 million, respectively. The declines had a bigger impact on the Company’s larger, more penetrated businesses. The decrease in the Company’s watch
business was principally the result of FOSSIL and licensed brand watch sales volumes declining 6.7% and 9.3%, respectively.

 - 3 -

 Additionally, where appropriate, the Company’s disclosures will
differentiate net sales increases and decreases related to volume or price changes.

 Notes to Consolidated Financial Statements, page 69

 Note 7. Derivatives and Risk Management, page 80

4.
We note your disclosures of the use of foreign currency forward contracts to hedge the various future intercompany inventory payments and that the contracts closely
match the terms of the underlying transaction for hedge accounting treatment. Please explain to us and disclose in more detail your hedge strategy when you designate the hedge instruments with the underlying hedged transactions. In addition, please
tell us and disclose how you assess the effectiveness of your cash flow hedges.

 Response:

Beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending October 2, 2010, the
Company’s disclosures will be expanded in future filings as follows:

 The Company is exposed to certain
risks relating to its ongoing business operations, which it attempts to manage by using derivative instruments. The primary risks managed by using derivative instruments are the future payments of intercompany inventory transactions, denominated in
U.S. dollars, by non-U.S. dollar functional currency subsidiaries. For a period generally not to exceed eighteen months, the Company will evaluate projected intercompany sales volumes and enter into foreign currency forward contracts
(“forward contracts”) for up to 65% of forecasted future payments of U.S dollar denominated intercompany inventory transactions to manage fluctuations in global currencies that will ultimately be used to settle such U.S. dollar
denominated inventory purchases. Forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon settlement date. Each of the Company’s forward contracts are designated as
single cash flow hedges that encompass the variability of functional equivalent cash flows attributed to foreign currency risk related to the settlement of a foreign currency denominated payment resulting from forecasted inventory transactions.
Fluctuations in exchange rates will either increase or decrease the Company’s U.S. dollar equivalent cash flows and affect the Company’s U.S. dollar earnings. Gains or losses on the forward contracts that are used to hedge these exposures
are expected to offset this variability to the extent that such variability is hedged by a forward contract. The Company’s forward contracts meet the criteria for hedge eligibility noted at ASC 815-20-25-30 and ASC 815-20-25-43(b)(4), which
requires that they represent foreign-currency-denominated forecasted intra-entity transactions in which (1) the operating unit that has the foreign currency exposure is a party to the hedging instrument and (2) the hedged transaction is
denominated in a currency other than the hedging unit’s functional currency. At the inception of the hedge, the hedging relationship is expected to be highly effective in achieving offsetting cash flows attributable to the hedged risk. In
accordance with ASC 815, the Company assesses hedge effectiveness under the critical terms matched method at inception and at least quarterly throughout the life of the hedging relationship. If the critical terms (i.e. amounts, currencies, and
settlement dates) of the forward currency exchange contract match the terms of the forecasted transaction, the Company concludes that there is no hedge ineffectiveness.

 - 4 -

 For a derivative instrument that is designated and qualifies as a cash flow
hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss), net of taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects
earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. The Company’s cash flow hedges resulted in no
ineffectiveness in the statements of income and comprehensive income for the years ended January 3, 2009 and January 2, 2010.

ASC 815 requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the
statement of financial position. Forward contracts are recorded at fair value at each balance sheet date and the change in fair value is recorded to other comprehensive income within the equity section of the balance sheet until such forward
contract gains/losses become realized or the cash flow hedge relationship is terminated. If the cash flow hedge relationship is terminated, the derivative gains or losses that are deferred in other comprehensive income (loss) will be recognized in
earnings when the hedged cash flows occur. However, for cash flow hedges that are terminated because the forecasted transaction is not expected to occur in the original specified time period, the derivative gains or losses are immediately recognized
in earnings. There were no gains or losses reclassified into earnings as a result of the discontinuance of cash flow hedges as of January 2, 2010. Hedge accounting is discontinued if it is determined that the derivative is not highly effective.
The Company records all cash flow hedge assets and liabilities on a gross basis as they do not meet the ASC 210-220 netting criteria as the Company does not have master netting agreements established with the derivative counterparties that would
allow for net settlement.

 Note 16. Major Customer, Segment and Geographic Information, page 98

5.
Please provide the revenue disclosures by product as required by FASB ASC 280-50-40.

Response:

Beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending October 2, 2010, the Company
will expand its future disclosures to include revenue for significant product lines as follows:

 The following
table indicates revenue for each class of similar products in the fiscal years presented (in millions):

2009

2008

2007

 Watches

$
1,021.2

$
1,059.1

$
963.0

 Leathers

297.6

277.8

258.0

 Jewelry

133.9

150.1

119.6

 Other (Eyewear, Footwear, Clothing, etc.)

95.4

96.2

92.4

 Total

$
1,548.1

$
1,583.2

$
1,433.0

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 Schedule II, page 110

6.
Please explain to us why your bad debt allowance has been increasing for the past three fiscal years. In this regard, we note ending reserve balances of $9,923,000,
$13,364,000 and $15,963,000 for the fiscal years ended 2007, 2008 and 2009, respectively. Please be detailed in your analysis.

Response:

The Company’s bad debt al