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Correspondence

 September 15, 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 September 9, 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 following is the Company’s response to the Comment Letter. The Company’s response to the Comment Letter is numbered
to correspond to the Staff’s comment as numbered in the Comment Letter. For your convenience, the Staff’s comment contained in the Comment Letter has been restated below in its entirety, with the Company’s response thereto set forth
immediately under such comment.

 DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED APRIL 15, 2010

Compensation Discussion and Analysis, page 21

1.
Based on your response to comment 10 in our letter dated July 28, 2010, it appears that the fiscal 2009 annual cash incentive bonuses were earned in fiscal 2009
and should be reflected in the summary compensation table for 2009. Note that under Instruction 1 to Item 402(c)(2)(vii) of Regulation S-K, bonuses are reported for the fiscal year earned. Please provide a revised fiscal 2009, 2008 and 2007
summary compensation table that includes your annual cash incentive bonuses in the fiscal years in which they were earned.

 Response:

A revised fiscal 2009, 2008 and 2007 summary compensation table for the Company that includes the annual cash incentive bonuses for each
named executive officer in the fiscal years in which the Company’s operating income is measured, rather than the fiscal year in which the performance rating is determined, is set forth below:

FISCAL 2009, 2008 AND 2007 SUMMARY COMPENSATION TABLE

The following table sets forth the compensation earned by or paid to the Company’s named executive officers during fiscal 2009, 2008
and 2007. The named executive officers are the Company’s Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2009.

Name and Principal Position

Year

Salary ($)

Bonus ($)(1)

Stock
Awards
($)(2)

Option
Awards
($)(3)

Non-Equity
Incentive Plan
Compensation
($)(4)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)

All Other
Compensation
($)

 Total

($)

 Kosta N. Kartsotis
Chief Executive Officer and Director

2009

-0-
(6)

-0-

-0-

-0-

-0-

-0-

-0-

-0-

2008

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

2007

-0-

-0-

-0-

-0-

-0-

-0-

4,266

4,266

 Mike L. Kovar
Executive Vice President, Chief Financial Officer and Treasurer

2009

313,938

-0-

34,025

42,160

170,000

9,404

1,022

570,549

2008

318,038

63,000

214,970

288,689

-0-

(20,435
)

4,870

869,132

2007

304,231

130,000

156,200

145,534

94,500

227

99,552
(7)

930,244

 Michael W. Barnes
President and Chief Operating Officer and Director

2009

614,125

-0-

326,640

351,330

325,000

25,614

113,338
(8)

1,756,047

2008

629,808

-0-

921,300

1,202,873

-0-

(57,641
)

4,639

2,700,979

2007

597,019

-0-

913,580

1,178,321

300,000

9,395

360,008
(9)

3,358,323

 Jennifer L. Pritchard
President, Retail Division

2009

415,037

-0-

122,490

168,638

235,000

-0-

414

941,579

2008

425,154

-0-

230,325

240,575

-0-

-0-

414

896,468

2007

441,154

112,000

156,200

109,151

115,000

-0-

7,924

941,429

 Mark D. Quick
Vice Chairman

2009

510,196

-0-

244,980

210,798

270,000

-0-

5,027

1,241,001

2008

536,923

-0-

552,780

481,149

-0-

-0-

3,450

1,574,302

2007

517,981

-0-

675,470

807,462

260,000

-0-

407,477
(10)

2,668,390

(1)
Discretionary bonuses not made pursuant to any bonus plan.

(2)
Consists of awards of restricted stock units granted pursuant to the 2004 Incentive Plan and the 2008 Incentive Plan. All awards vest in equal 20% installments over
5 years. The amounts shown were not actually paid to the named executive officers. Rather, as required by the rules of the SEC, the amounts represent the aggregate grant date fair value of the restricted stock units awarded to each of them in
2007, 2008 and 2009. These values were determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 13, Stockholders’ Equity and Benefit Plans in
the section entitled “Stock options and stock appreciation rights” in the “Notes to Consolidated Financial Statements” in the Annual Report on Form 10-K for 2009 for the assumptions made in determining the aggregate grant
date fair value of these awards. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture.

(3)
Consists of awards of stock appreciation rights granted pursuant to the 2004 Incentive Plan and the 2008 Incentive Plan. The amounts shown were not actually paid to the
named executive officers. Rather, as required by the rules of the SEC, the amounts represent the aggregate grant date fair value of the options awarded to each of them in 2007, 2008 and 2009. These values were determined in accordance with FASB ASC
Topic 718. See Note 13, Stockholders’ Equity and Benefit Plans in the section entitled “Stock options and stock appreciation rights” in the “Notes to Consolidated Financial Statements” in the Annual Report on
Form 10-K for 2009 for the assumptions made in determining the aggregate grant date fair value of these awards. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture.

(4)
The amounts shown represent awards under the Company’s annual cash incentive plan. The awards were not actually paid to the named executive officers in 2007, 2008
and 2009. Rather, the awards were paid to the named executive officers in the following fiscal year upon determination of the named executive officers’ performance ratings. As required by the rules of the SEC, the Company is reporting the
amounts in the fiscal year for which the last relevant performance criteria was satisfied, rather than in the fiscal year in which the award was paid.

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(5)
Represents earnings or losses on balances under the Second Amended and Restated Fossil, Inc. and Affiliates Deferred Compensation Plan. For a description of the
plan, see “Deferred Compensation Plan.”

(6)
Mr. Kartsotis refused all forms of compensation for fiscal years 2007, 2008 and 2009. Mr. Kartsotis is one of the initial investors in the Company and
expressed his belief that his primary compensation is met by continuing to drive stock price growth.

(7)
Includes $89,602 paid pursuant to a letter agreement amending certain outstanding stock options between Mr. Kovar and the Company, dated December 2006, and $9,950
paid in insurance and 401(k) matches.

(8)
Includes $100,777 for federal taxes and $11,291 for Medicare tax paid by the Company to the Internal Revenue Service as part of a Voluntary Correction Program
pertaining to certain 2004 stock option exercises being reclassified from incentive stock options to non-qualified stock options and $1,270 paid in insurance and 401(k) matches.

(9)
Includes $348,285 paid pursuant to a letter agreement amending certain outstanding stock options between Mr. Barnes and the Company, dated December 2006, and
$11,723 paid in insurance and 401(k) matches.

(10)
Includes $396,711 paid pursuant to a letter agreement amending certain outstanding stock options between Mr. Quick and the Company, dated December 2006, and
$10,766 paid in insurance and 401(k) matches.

 The Company will include comparable information in future
filings.

 * * * * *

The Company hereby acknowledges to the Commission that:

•

 the Company is responsible for the adequacy and accuracy of the disclosures 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.

 If you have any further comments or questions, please contact the undersigned at
(214) 651-5614.

Very truly yours,

/s/ Garrett A. DeVries

Garrett A. DeVries, Esq.

cc:

Kosta N. Kartsotis, Fossil, Inc.

Randy Hyne, Fossil, Inc.

Mike Kovar, Fossil, Inc.

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