SecProbe.io

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 CORRESP

 Fossil Group, Inc.
 901 S. Central Expressway
 Richardson, Texas 75080
 September 23, 2025 VIA EDGAR AND
EMAIL Securities and Exchange Commission Division
of Corporation Finance 100 F Street NE Washington, D.C.
20549-3561 Attn: Jane Park

 Re:
 Fossil Group, Inc.

  
 Registration Statement on Form S-3 (File No. 333-290139) Ladies and Gentlemen:
 We refer to the registration statement on Form S-3 (File
 No. 333-290139) (as amended, the “ Registration Statement ”), of Fossil Group, Inc. (the “ Company ”).
 In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), the Company
hereby respectfully requests that the effectiveness of the Registration Statement be accelerated so that it may become effective at 4:00 P.M. (Eastern time) on September 25, 2025, or as soon as practicable thereafter.

 Please call Frank Adams at (212) 310-8905, of Weil,
Gotshal & Manges LLP, to confirm the effectiveness of the Registration Statement.

 Very truly yours,

 Fossil Group, Inc.

 By:

 /s/ Randy S. Hyne

 Name:

 Randy S. Hyne

 Title:

 Chief Legal Officer and Secretary

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 CORRESP

 Fossil Group, Inc.
 901 S. Central Expressway
 Richardson, Texas 75080
 September 23, 2025 VIA EDGAR AND
EMAIL Securities and Exchange Commission Division
of Corporation Finance 100 F Street NE Washington, D.C.
20549-3561 Attn: Jane Park

 Re:
 Fossil Group, Inc.

  
 Registration Statement on Form S-4 (File
 No. 333-290141) Ladies and Gentlemen:
 We refer to the registration statement on Form S-4 (File
 No. 333-290141) (as amended, the “ Registration Statement ”), of Fossil Group, Inc. (the “ Company ”).
 In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), the Company
hereby respectfully requests that the effectiveness of the Registration Statement be accelerated so that it may become effective at 4:00 P.M. (Eastern time) on September 25, 2025, or as soon as practicable thereafter.

 Please call Frank Adams at (212) 310-8905, of Weil,
Gotshal & Manges LLP, to confirm the effectiveness of the Registration Statement.

 Very truly yours,
 Fossil Group, Inc.

 By:

 /s/ Randy S. Hyne

 Name: Randy S. Hyne

 Title:  Chief Legal Officer and Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 16, 2025

Randy Greben
Chief Financial Officer
Fossil Group, Inc.
901 S. Central Expressway
Richardson, Texas 75080

 Re: Fossil Group, Inc.
 Registration Statement on Form S-4
 Filed September 9, 2025
 File No. 333-290141
Dear Randy Greben:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Frank Adams, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 16, 2025

Randy Greben
Chief Financial Officer
Fossil Group, Inc.
901 S. Central Expressway
Richardson, Texas 75080

 Re: Fossil Group, Inc.
 Registration Statement on Form S-3
 Filed September 9, 2025
 File No. 333-290139
Dear Randy Greben:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Frank Adams, Esq.
</TEXT>
</DOCUMENT>

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Fossil Group, Inc.

901 S. Central Expressway

Richardson, Texas 75080

September 28, 2021

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christine Westbrook

Re: Fossil Group, Inc.

Registration Statement on Form S-3, as amended

File No. 333-259352

Ladies and Gentlemen:

Fossil Group, Inc., a Delaware
corporation, pursuant to Rule 461 under the Securities Act of 1933, as amended, respectfully requests that the effective date for
the above-referenced Registration Statement, filed with the Securities and Exchange Commission (the “Commission”)
on September 7, 2021, as amended by Amendment No. 1 filed with the Commission on September 24, 2021, be accelerated to September 30, 2021
at 12:00 p.m. Washington, D.C. time or as soon thereafter as practicable.

If you have any questions,
or require any additional information, please do not hesitate to call Garrett DeVries at (214) 969-2891 or Cynthia Mabry at (713) 220-8130
of Akin Gump Strauss Hauer & Feld LLP, and please contact either of them by telephone call when this request for acceleration has
been granted.

    Very truly yours,

    Fossil Group, Inc.

    By:
    /s/ Randy S. Hyne

    Name:
    Randy S. Hyne

    Title:
    Vice President, General Counsel and Secretary

cc:          Garrett DeVries, Akin Gump Strauss Hauer & Feld LLP

Cynthia Mabry, Akin Gump Strauss Hauer & Feld
LLP

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September 24, 2021

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

 Attention: Christine Westbrook

Celeste Murphy

 Re: Responses to the Securities and Exchange Commission

Staff
Comments dated September 21, 2021, regarding

 Fossil Group, Inc.

Registration Statement on Form S-3

Filed September 7, 2021

File No. 333-259352

Dear Ms. Westbrook and Ms. Murphy:

On behalf of Fossil Group,
Inc. (the “Company”, “Fossil”, “we,” “us”
or “our”), I hereby submit the Company’s responses to the comments received from the staff (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter
to the Company, dated September 21, 2021 (the “Comment Letter”), with respect to the Company’s Registration
Statement on Form S-3, File No. 333-259352, filed with the Commission via the Commission’s EDGAR system on September 7, 2021 (the
 “Registration Statement”). Concurrently with this letter, the Company is filing Amendment No. 1 to the Registration
Statement to respond to the comments contained in the Comment Letter and to make certain other changes.

For your convenience, each
response below is preceded by the Staff’s comment to which the response relates.

Cover page

 1. Please describe the recent price volatility in your stock and briefly disclose any known risks of
investing in your securities under these circumstances. For additional guidance, please see the Division of Corporation Finance's February
8, 2021 guidance "Sample Letter to Companies Regarding Securities Offerings During Times of Extreme Price Volatility."

Response:       The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on the cover page in response to the Staff’s comment.

United States Securities and Exchange Commission

Division of Corporation Finance

September 24, 2021

Page
2

 2. Please add, for comparison purposes, disclosure of the market price of your common stock prior to
the recent market price volatility in your stock.

Response:       The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on the cover page in response to the Staff’s comment.

 3. Please describe any recent change in your financial condition or results of operations, such as your
earnings, revenues or other measure of company value that is consistent with the recent change in your stock price. If no such change
to your financial condition or results of operations exist, disclose that fact.

Response:       The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on the cover page in response to the Staff’s comment.

Risk Factors, page 1

 4. Please include a risk factor addressing the recent extreme volatility in your stock price. Your disclosure should include intra-day
stock price range information and should cover a period of time sufficient to demonstrate the recent price volatility and should address
the impact on investors. Your disclosure should also address the potential for rapid and substantial decreases in your stock price, including
decreases unrelated to your operating performance or prospects. To the extent recent increases in your stock price are significantly inconsistent
with improvements in actual or expected operating performance, financial condition or other indicators of value, discuss the inconsistencies
and where relevant quantify them. If you lack information to do so, explain why.

Response:      The Company
respectfully acknowledges the Staff’s comment and will add risk factors to any prospectus supplement used in connection with an
offering under the Registration Statement, to the extent such offering includes common stock-related risk factors. To facilitate the Staff’s
review of the Registration Statement, the Company has provided below its expected risk factors for any such prospectus supplement, subject
to modification due to the passage of time or the facts and circumstances of the offering. The Company will also  include such
risk factors in its next quarterly report on Form 10-Q.

United States Securities and Exchange Commission

Division of Corporation Finance

September 24, 2021

Page
3

Our shares of common stock have recently experienced
extreme volatility in market prices and trading volume and purchasers of our common stock could incur substantial losses due to similar
volatility in the future.

The extreme volatility of the market prices and trading
volume that our shares of common stock have recently experienced, and may continue to experience, could cause purchasers of our
common stock to incur substantial losses. For example, from January 1, 2021 to the date hereof, the market price of our common
stock has fluctuated from an intra-day low on the NASDAQ Global Select Market of $8.43 per share on January 4, 2021 to
an intra-day high of $28.60 per share on January 27, 2021. For comparison, during the month of December 2020, prior
to the recent onset of extreme volatility, the market price of our common stock on the NASDAQ Global Select Market fluctuated from
intra-day low of $8.38 per share on December 29, 2020 to an intra-day high of $13.61 per share on December 14, 2020.
Significant fluctuations in the market price of our common stock have been accompanied by reports of strong and atypical retail
investor interest, including on social media and online forums. The market volatility and trading patterns we have experienced
create several risks for investors, including the following:

    •
    the market price of our common stock may experience rapid and substantial increases or decreases unrelated to our operating performance, financial condition or business prospects, or macro or industry fundamentals;

    •
    factors in the public trading market for our common stock may include the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging and other trading factors;

    •
    our market capitalization, as implied by various trading prices, has reflected valuations that diverge significantly from those seen prior to recent volatility and that are significantly higher than our market capitalization immediately prior to such recent volatility, which began on or about January 25, 2021, and to the extent these valuations reflect trading dynamics unrelated to our financial performance or business prospects, purchasers of our common stock could incur substantial losses if there are declines in market prices driven by a return to earlier valuations of the Company;

    •
    to the extent volatility in our common stock is caused by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our common stock as traders with a short position make market purchases to avoid or to mitigate potential losses, investors may purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated; and

    •
    if the market price of our common stock declines, investors may be unable to resell their shares of common stock at or above the price at which they acquired them.

We cannot assure you that the market price of our common
stock will not fluctuate or decline significantly in the future, in which case investors could incur substantial losses.

United States Securities and Exchange Commission

Division of Corporation Finance

September 24, 2021

Page
4

We may continue to incur rapid and substantial increases
or decreases in our stock price in the foreseeable future that may not coincide in timing with the disclosure of news or developments
by or affecting us. Accordingly, the market price of our common stock may fluctuate dramatically, and may decline rapidly, regardless
of any developments in our business.

Overall, there are various factors, many of which are beyond
our control, that could negatively affect the market price of our common stock or result in fluctuations in the price or trading volume
of our common stock, including:

    •
    the ongoing impacts and developments relating to the COVID-19 pandemic;

    •
    actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings;

    •
    our current inability to pay dividends or other distributions;

    •
    publication of research reports by analysts or others about us or the specialty retail industry, which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis;

    •
    changes in market valuations of similar companies;

    •
    market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing stockholders;

    •
    additions or departures of key personnel;

    •
    actions by institutional or significant stockholders;

    •
    short interest in our stock and the market response to such short interest;

    •
    a dramatic increase in the number of individual holders of our stock and their participation in social media platforms targeted at speculative investing;

    •
    speculation in the press or investment community about our company or industry;

    •
    strategic actions by us or our competitors, such as acquisitions or other investments;

    •
    legislative, administrative, regulatory or other actions affecting our business, our industry, including positions taken by the Internal Revenue Service (“IRS”);

    •
    investigations, proceedings, or litigation that involve or affect us;

    •
    the occurrence of any of the other risk factors included or incorporated by reference in this prospectus; and

    •
    general market and economic conditions.

 5. Please include a risk factor addressing the effects of a potential "short squeeze" due
to a sudden increase in demand for your stock. Among other things, your disclosure should describe what typically happens following a
short squeeze and address the impact on investors that purchase shares during this time.

Response:       The Company
respectfully acknowledges the Staff’s comment and will add a risk factor to any prospectus supplement used in connection with an
offering under the Registration Statement, to the extent such offering includes common stock-related risk factors. To facilitate the Staff’s
review of the Registration Statement, the Company has provided below its expected risk factor for any such prospectus supplement, subject
to modification due to the passage of time or the facts and circumstances of the offering. The Company will also  include such
risk factor in its next quarterly report on Form 10-Q.

United States Securities and Exchange Commission

Division of Corporation Finance

September 24, 2021

Page
5

A “short squeeze” due to a sudden increase
in demand of our common stock that largely exceeds supply may lead to additional price volatility.

Investors may purchase shares of our common stock to hedge
existing exposure or to speculate on the price of our common stock. Speculation on the price of our common stock may involve long and
short exposures. To the extent aggregate short exposure exceeds the number of shares of our common stock available for purchase on the
open market, investors with short exposure may have to pay a premium to repurchase shares of our common stock for delivery to lenders
of our common stock. Those repurchases may in turn, dramatically increase the price of our common stock until additional shares of our
common stock are available for trading or borrowing. This is often referred to as a “short squeeze.” A proportion of our common
stock has been and may continue to be traded by short sellers which may increase the likelihood that our common stock will be the target
of a short squeeze. A short squeeze could lead to volatile price movements in shares of our common stock that are unrelated or disproportionate
to our operating performance or prospectus and, once investors purchase the shares of our common stock necessary to cover their short
positions, the price of our common stock may rapidly decline. Investors that purchase shares of our common stock during a short squeeze
may lose a significant portion of their investment.

* * * * *

If you have any
questions regarding the foregoing, please contact me at (972) 699-2115, or Garrett DeVries or Cynthia Mabry of Akin Gump Strauss
Hauer & Feld LLP at (214) 969-2891 or (713) 220-8130.

    Sincerely,

    Fossil Group, Inc.

    /s/ Randy S. Hyne

    Randy S. Hyne

    Vice President, General Counsel and Secretary

cc: Mr. Garrett DeVries

  Ms. Cynthia Mabry

United States securities and exchange commission logo
September 21, 2021
Kosta N. Kartsotis
Chief Executive Officer
Fossil Group, Inc.
901 S. Central Expressway
Richardson, TX 75080
Re:Fossil Group, Inc.
Registration Statement on Form S-3
Filed September 7, 2021
File No. 333-259352
Dear Mr. Kartsotis:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed September 7, 2021
Cover page
1.Please describe the recent price volatility in your stock and briefly disclose any known
risks of investing in your securities under these circumstances. For additional guidance,
please see the Division of Corporation Finance's February 8, 2021 guidance "Sample
Letter to Companies Regarding Securities Offerings During Times of Extreme Price
Volatility."
2.Please add, for comparison purposes, disclosure of the market price of your common stock
prior to the recent market price volatility in your stock.
3.Please describe any recent change in your financial condition or results of operations, such
as your earnings, revenues or other measure of company value that is consistent with the

 FirstName LastNameKosta N. Kartsotis
 Comapany NameFossil Group, Inc.
 September 21, 2021 Page 2
 FirstName LastName
Kosta N. Kartsotis
Fossil Group, Inc.
September 21, 2021
Page 2
recent change in your stock price. If no such change to your financial condition or results
of operations exist, disclose that fact.
Risk Factors, page 1
4.Please include a risk factor addressing the recent extreme volatility in your stock price.
Your disclosure should include intra-day stock price range information and should cover a
period of time sufficient to demonstrate the recent price volatility and should address the
impact on investors. Your disclosure should also address the potential for rapid and
substantial decreases in your stock price, including decreases unrelated to your operating
performance or prospects. To the extent recent increases in your stock price are
significantly inconsistent with improvements in actual or expected operating performance,
financial condition or other indicators of value, discuss the inconsistencies and where
relevant quantify them. If you lack information to do so, explain why.
5.Please include a risk factor addressing the effects of a potential “short squeeze” due to a
sudden increase in demand for your stock. Among other things, your disclosure should
describe what typically happens following a short squeeze and address the impact on
investors that purchase shares during this time.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Christine Westbrook at 202-551-5019 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Garrett DeVries, Esq.

Mail Stop 3561
May 30, 2018

Mr. Jeffrey N. Boyer
Executive Vice President, Chief Financial Officer and Treasurer
Fossil Group, Inc.
901 S. Central Expressway
Richardson, TX 75080

Re: Fossil Group, Inc.
 Form 10-K for the Fiscal Year Ended December  30, 2017
Filed March 2 , 2018
File No. 0-19848

Dear Mr. Boyer :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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May 29, 2018

VIA EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief

Office of Consumer Products

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:                            Fossil Group, Inc.

Form 10-K for the Fiscal Year Ended December 30, 2017

Filed March 2, 2018

File No. 0-19848

Dear Ms. Thompson:

This letter is submitted on behalf of Fossil Group, Inc. (the “Company”) in response to the comments of the staff of the Office of Consumer Products (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K for the fiscal year ended December 30, 2017 (the “Form 10-K”) filed on March 2, 2018, as set forth in your letter dated May 17, 2018 (the “Comment Letter”) to Mr. Jeffery N. Boyer.

For reference purposes, the text to the Comment Letter has been reproduced herein with responses below the numbered comment. For your convenience, we have italicized the reproduced Staff comment from the Comment Letter, and we have bolded the heading of our response thereto. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Form 10-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

1.  We have reviewed your response to comment 1.  In your response, you state that the information material to an investor regarding your Michael Kors and Armani licenses is that a specific minimum sales threshold exists and there is potential for early termination.  Given the significance of this information, please disclose within an appropriate place of your MD&A.  In doing so, please disclose that you Michael Kors and Armani licenses may be terminated at the end of 2019 if you fail to meet specific minimum sales thresholds for 2018.

Company Response:

In future filings with respect to fiscal 2018, the Company will include the following or similar language within MD&A:

“During fiscal year 2017, MICHAEL KORS product sales accounted for approximately 22.6% of our consolidated net sales and product sales under the ARMANI brands accounted for

approximately 12.1% of our consolidated net sales.  Each of our license agreements with MICHAEL KORS and ARMANI may be terminated by the licensor effective at the end of 2019 if we fail to meet certain net sales thresholds in 2018.  If we are unable to achieve these minimum net sales thresholds, we would need to seek a waiver of non-compliance from the applicable licensor or amend the agreement to modify the thresholds.”

* * * * *

In connection with responding to the Comment Letter, the Company acknowledges that the Company is responsible for the adequacy and accuracy of the disclosures in the Form 10-K, notwithstanding any review, comments, action or absence of action by the Staff.

If you should have any questions, please feel free to contact me at 214-969-2891.

Very   truly yours,

/s/   Garrett A. DeVries

Garrett   A. DeVries, Esq.

cc:                                Kosta N. Kartsotis, Fossil Group, Inc.

Jeffery N. Boyer, Fossil Group, Inc.

Randy S. Hyne, Fossil Group, Inc.

Mail Stop 3561
May 17, 2018

Mr. Jeffrey N. Boyer
Executive Vice President, Chief Financial Officer and Treasurer
Fossil Group, Inc.
901 S. Central Expressway
Richardson, TX 75080

Re: Fossil Group, Inc.
 Form 10-K for the Fiscal Year Ended December  30, 2017
Response Dated May 11, 2018
File No. 0-19848

Dear Mr. Boyer :

We have reviewed  your May 11, 2018 response to our comment letter and have the
following comment.  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respon d.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our references to prior commen ts are to comments in our April 23,
2018 letter .

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
35

1. We have reviewed your response to comment 1.  In your response, you state that the
information material to an investor regarding your Michael Kors and Armani licenses is
that a specific minimum sales threshold exists and there is potential for early termination.
Given the significance of this information, please discl ose this with in an appropriate
place of your MD&A.  In doing so, please disclose t hat your Michael Kors and Armani
licenses may be terminated at the end of 2019 if you fail to meet specific minimum sales
thresholds for 2018.

Mr. Jeffrey N. Boyer
Fossil Group, Inc.
May 17, 2018
Page 2

 You may contact Yong Kim, St aff Accountant, at (202) 551 -3323, Andrew Blume, Staff
Accountant, at (202) 551 -3254 or me at (202) 551 -3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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May 11, 2018

VIA EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief

Office of Consumer Products
 United States Securities and Exchange Commission

Washington, D.C. 20549

Re:

Fossil Group, Inc.

Form 10-K for the Fiscal Year Ended December 30,   2017

Filed March 2, 2018

File No. 0-19848

Dear Ms. Thompson:

This letter is submitted on behalf of Fossil Group, Inc. (the “Company”) in response to the comments of the staff of the Office of Consumer Products (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K for the fiscal year ended December 30, 2017 (the “Form 10-K”) filed on March 2, 2018, as set forth in your letter dated April 23, 2018 (the “Comment Letter”) to Mr. Jeffery N. Boyer.

For reference purposes, the text to the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter, and we have bolded the headings of our responses thereto. Unless otherwise indicated, page references in the descriptions of the Staff’s comments and our responses refer to the Form 10-K. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Form 10-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

1.                                      We note your risk factor “The loss of any of our license agreements, pursuant to which a number of our products are produced, may result in the loss of significant revenues and may adversely affect our business” on page 18. You state that your MICHAEL KORS and ARMANI license agreements may be terminated by the licensor effective at the end of 2019 if you fail to meet certain net sales thresholds in 2018. You further state that if you are unable to achieve the minimum nets sales thresholds, you would seek a waiver of the non-compliance or amend the agreement to modify the thresholds or face the possibility that the licensor could terminate the license agreement before its expiration date. We note that MICHAEL KORS and ARMANI licensed product sales account for 22.6% and 12.1%, respectively, of your consolidated net sales. Considering the potential near-term termination of these material license agreements, please discuss the risk and uncertainty of these potential terminations in an appropriate section of MD&A. Refer to Item 303(a) of Regulation S-K. Please address the following:

·                  Tell us and disclose the minimum net sales thresholds for these and any other material license agreements. In doing so, quantify within MD&A the related revenues recognized and disclose the likelihood of meeting such thresholds, if reasonably estimable, and the specific two year period for which the MICHAEL KORS threshold applies.

·                  Tell us and disclose if you have previously sought waivers of non-compliance or sought to amend covenants in any material license agreements and, if so, discuss the results of your negotiations.

·                  Discuss the potential impact on your business, operations and other license agreements if these two licenses were terminated.

Response to Comment No. 1

The Company enters into license agreements in the ordinary course of its business.  Other than the percentage of total net sales generated by its most significant license agreements and by its portfolio of licensed brands in the aggregate, the Company does not disclose detailed financial information about its license agreements.  In addition, the Company does not publicly disclose specific details regarding negotiations with individual licensors as that would reveal the Company’s negotiating tactics and competitive position in the market place.

The Company respectfully submits that disclosure of minimum net sales thresholds, revenue by license agreement or details regarding negotiations with licensors would put the Company at a competitive disadvantage when negotiating both new license agreements and potential amendments to current agreements, which would harm the Company’s stockholders.  Furthermore, the Company does not believe it is customary in the retail industry to publicly disclose such information and notes that its publicly traded competitors do not disclose such information in their filings with the SEC.  In addition, the SEC has granted confidential treatment of such thresholds to the Company’s competitors previously.

The Company currently discloses information about its primary licensed brands (and the related license agreements) that the Company believes is meaningful to investors, including, the brand name, relevant retail price point, expiration date and the fact that each license is subject to potential early termination.  The Company believes that information regarding the specific minimum sales thresholds under its license agreements would not be material to the reasonable investor because investors do not have insight into sales forecasts for individual license brands with which to evaluate the thresholds nor the multitude of factors that cause sales forecasts to be continually revised throughout the year.  Rather, the information that is material to an investor is that such thresholds exist as well as the potential early termination dates of the Michael Kors and Armani licenses, which the Company has already disclosed.  In addition, the Company has already disclosed the potential impact on its business if its licenses agreements are terminated.  The Company states on page 19 of the Form 10-K that a termination of a license agreement “could result in a significant decrease in our net sales and have a material adverse effect on our results of operations.”  The termination of a license agreement does not directly affect any of the Company’s other license agreements.

With regard to the Company’s Michael Kors license, the two year net sales threshold is a rolling two year period, and the Company met the net sales threshold in 2017.  As a result, the Michael Kors license would not be terminable at the end of fiscal 2018 under that threshold.  However, as disclosed in the Form 10-K, each of the Michael Kors and Armani licenses has a standalone fiscal 2018 net sales threshold, which if not met, would enable the licensor to terminate the license agreement at the end of fiscal 2019.

The Company is unable to reasonably estimate the likelihood of meeting these fiscal 2018 net sales thresholds because (i) the Company generates a substantial percentage of its net sales in the second half of its fiscal year, particularly during the “back to school” and Christmas seasons, and (ii) a variety of factors such as economic conditions, consumer preferences, acceptance of new products, and the success of advertising campaigns, among other factors, will affect sales of these products and most of these factors are outside of the Company’s control and its ability to predict.

Furthermore, even if the net sales thresholds were not met, the Company would be unable to estimate the likelihood that the licenses would be terminated as a result.  In practice, when companies within the retail industry do not achieve target sales numbers, it is not uncommon for such provisions to either be waived or the agreement to be renegotiated and preserved due to the mutually beneficial nature of these license agreements, the long term nature of the relationships and the dependence of the licensee on the services of the licensor.  From time to time, the Company has sought and received waivers and amendments in the ordinary course of business, including under the Michael Kors license.

Finally, consistent with the Company’s past disclosure practices, if the Company determines that the termination or non-renewal of a material license has become probable, the Company will disclose that development to investors in its next Form 10-Q or Form 10-K filing.

2.                                      Please consider separately presenting sales and gross margin information for traditional and connected watches within your results of operations discussion. Given the growth and expansion of your connected watch products and the lower gross margins associated with these products, we believe such disclosures would provide useful information for investors.

Response to Comment No. 2

The Company’s watch product category includes traditional, hybrid and smart watches, which are produced under a variety of owned and licensed brand names.  The Company views the watch category as a whole and does not present separate sales or gross margin information for traditional, hybrid and smart watches nor by brand within those categories, all of which the Company views as competitively sensitive information.  With regard to gross margin information, the Company does not separately calculate specific gross margins for traditional, hybrid or smart watches.  However, due to the higher component costs of hybrid and smart watches, the Company knows that hybrid and smart watches currently tend to have lower gross margins than traditional watches, which is what the Company discloses to investors.

* * * * *

In connection with responding to the Comment Letter, the Company acknowledges that the Company is responsible for the adequacy and accuracy of the disclosures in the Form 10-K, notwithstanding any review, comments, action or absence of action by the Staff.

If you should have any questions, please feel free to contact me at 214-969-2891.

Very   truly yours,

/s/   Garrett A. DeVries

Garrett   A. DeVries, Esq.

cc:

Kosta   N. Kartsotis, Fossil Group, Inc.

Jeffery   N. Boyer, Fossil Group, Inc.

Randy   S. Hyne, Fossil Group, Inc.

Mail Stop 3561
April 23 , 2018

Mr. Jeffrey N. Boyer
Executive Vice President, Chief Financial Officer and Treasurer
Fossil Group, Inc.
901 S. Central Expressway
Richardson, TX 75080

Re: Fossil Group, Inc.
 Form 10-K for the Fiscal Year Ended December  30, 2017
Filed March 2 , 2018
File No. 0-19848

Dear Mr. Boyer :

We have limited our review of your filing to the financial statements and related
disclosures 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 respond.  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.

Management ’s Discussion and Analysis of Financial Condition and Results of Operations, page
35

1. We note your risk factor “The loss of any of our license agreements, pursuant to which a
number of our products are produced, may result in the loss of significant revenues and
may adversely affect our business” on page 18.  You state that your MICHAEL KOR S
and ARMANI license agreements may be terminated by the licensor effective at the end
of 2019 if you fail to meet certain net sales thresholds in 2018.  You further state that if
you are unable to achieve the minimum nets sales thresholds, you would seek a waiver of
the non -complianc e or amend the agreement to modify  the thresholds or face the
possibility that the licensor could terminate the license agreement before its expiration
date.  We note that MICHAEL KORS and ARMANI licensed product sales account for
22.6% and 12.1% , respectively,  of your consolidated net sales.  Considering  the potential
near-term termination of these material  license agreements, please discuss th e risk and
uncertainty of these potential terminations in an appropriate section of M D&A.  Refer to
Item 303(a) of Regulation S -K.  Please address the following:

Mr. Jeffrey N. Boyer
Fossil Group, Inc.
April 23 , 2018
Page 2

  Tell us and disclose the minimum net sales thresholds  for the se and any other
material license agreements.  In doing so, quantify within MD&A the related
revenues recognized and  disclose  the likelihood of meeting such thresholds, if
reasonably estimable, and the specific two year period for which the MICHAEL
KORS threshold applies .
 Tell us and disclose if you have previously sought waivers of non -compliance or
sought to amend cov enants in any material license agreements and, if so, discuss
the results of your negotiations.
 Discuss the potential impact on your business, operations and other license
agreements if these two licenses were terminated.

2. Please consider separately presenting sales and gross margin information for traditional
and connected watches within your results of operations discussion.  Given the growth
and expansion of your connected watch products and the lower gross margins associated
with these products, w e believe such disclosures would provide useful information for
investors.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Yong Kim, Staff Accountant, at (202) 551 -3323, Andrew Blume, Staff
Accountant, at (202) 551 -3254 or me at (202) 551 -3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

Mail Stop 3561
September 26 , 2017

Mr. Dennis R. Secor
Executive Vice President, Chief Financial Officer and Treasurer
Fossil Group, Inc.
901 S. Central Expressway
Richardson, TX 75080

Re: Fossil Group, Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2016
Filed March 1 , 2017
File No. 0-19848

Dear M r. Secor :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office  of Consumer Products

CORRESP
1
filename1.htm

September 21, 2017

Via Edgar Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Jennifer Thompson, Accounting Branch Chief

Re:

Fossil   Group, Inc.

Form 10-K   for Fiscal Year Ended December 31, 2016

Filed   March 1, 2017

File   No. 0-19848

Dear Ladies and Gentlemen:

On behalf of Fossil Group, Inc. (the “Company”), reference is made to the letter dated September 8, 2017 (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 December 31, 2016, filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2017 (the “Form 10-K”).  We have reviewed the Comment Letter with the Company and the Company’s auditors 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 comments as numbered in the Comment Letter.  For your convenience, the Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s responses thereto set forth immediately under such comments.

Financial Statements

Consolidated Statements of Cash Flows, page 60

1.                                      We note your “(gain) loss on disposal of assets” line item for $9.9 million in fiscal year 2016.  Please tell us each significant asset that was sold and the related amount of gain or loss captured in this line item.  Also tell us how you considered the disclosure requirements of ASC 360-10-50-3 and how you determined no further detail about these disposals was needed within your analysis of results of operations in MD&A.

Response:

The $9.9 million gain on disposal of assets consisted of the following significant assets that the Company sold in 2016:

·                  a warehouse and distribution center in Dallas, Texas, with a net book value of $13.1 million, resulting in a $6.7 million gain on disposal of assets as part of a sale-leaseback arrangement; and

·                  the Company’s former European region headquarters in Basel, Switzerland, with a net book value of $5.3 million, resulting in a $3.3 million gain on disposal of assets.

The Company considered the disclosure requirements of ASC 360-10-50-3 and included disclosure regarding the sale of its warehouse and distribution center in Dallas, Texas in Note 13 to its consolidated financial statements in accordance therewith.  The Company did not separately disclose the sale of its former European region headquarters because the Company concluded that disclosure of the sale was not material to the Company’s consolidated financial statements.

In addition to the disclosure noted above pursuant to ASC 360-10-50-3, the Company included the following disclosure in MD&A regarding the effect of the real estate sales on its results of operations (emphasis added):

On page 44 under the heading “Consolidated Operating Income”: “Our operating expenses in fiscal year 2016 also benefited from real estate sales in the Americas and Europe.”

On page 45 under the heading “Net Income Attributable to Fossil Group, Inc.”: “Partially offsetting these decreases were a $0.16 favorable impact to diluted earnings per share due to the sale of real estate.”

On page 51 under the heading “Liquidity and Capital Resources”: “For fiscal year 2016, we generated operating cash flow of $210.1 million. This operating cash flow combined with cash on hand and funds generated from real estate sales was utilized to fund $171.4 million in net repayments on our credit facilities and $65.7 million in capital expenditures. During fiscal year 2016, net cash provided by operating activities consisted primarily of net income of $85.6 million adjusted by non-cash activities of $107.2 million and a net decrease of $17.3 million in working capital items.”

Notes to Consolidated Financial Statements

2. Acquisitions, Divestiture and Goodwill.

Divestiture, page 69

2.                                      We note your December 30, 2016 divesture of the machine vision operations that were acquired as part of Misfit, Inc. on December 22, 2015.  It appears from your disclosure that the entire cash payment you received of $3.5 million was recognized as a gain on the sale of this line of business, which suggests that the net assets of this business had a book value of zero at the time of their sale.  We have the following comments:

·                  Please tell us whether any of the Misfit purchase price was assigned to this business at the time of the Misfit acquisition.  In doing so, tell us how you considered the guidance in ASC 805-20-30-6 when valuing the machine vision business at the time of the Misfit acquisition.

·                  Please tell us how you considered whether negotiations to sell this business that occurred during 2016 and the resulting information you received about the possible sales price provided new information about facts and circumstances that existed as of the acquisition date.  Please tell us why the sales value was not recorded as a measurement period adjustment for the Misfit, Inc. acquisition.  In doing so, tell us when the measurement period ended for your Misfit, Inc. acquisition and tell us when you started negotiations or received an offer for the machine vision operations.  Refer to ASC 805-10-25-13 through 19.

2

Response:

On December 22, 2015, the Company acquired Misfit, Inc. (“Misfit”) to accelerate the Company’s development of wearable technology and connected accessories.  At the time of the acquisition, Misfit had seven employees working on developing optical image recognition and processing software for machines (the “Machine Vision Operations”).  The Machine Vision Operations were unrelated to Misfits’ wearable technology products and intellectual property and were not relevant to the Company’s strategic purpose in acquiring Misfit.  At the time of acquisition, the Machine Vision Operations were at a nascent development stage and did not include any material tangible assets.

Under the guidance of ASC 805-10-25-13, the Company did not assign any value to the Machine Vision Operations at the time of the acquisition because (i) the Machine Vision Operations were not relevant to the Company’s strategic purpose in acquiring Misfit, (ii) the Company believed that a market participant would likely abandon the Machine Vision Operations and would not assign any value to them and (iii) at acquisition, the Company believed there was not a market for the technology and therefore had no plans to market it.

The Company completed the fair value measurement of Misfit’s assets acquired and liabilities assumed by July 2, 2016, other than with respect to (i) the value of an escrow fund for working capital adjustments and indemnification obligations of the seller incurred within 12 months of the closing date and (ii) certain deferred tax amounts.  The Company completed its valuation of the escrow fund and the deferred tax amounts during the fourth quarter of fiscal 2016.

During the third quarter of fiscal 2016, the Company entered into discussions to sell the Machine Vision Operations.  During the fourth quarter of fiscal 2016, the Company entered into negotiations to sell the Machine Vision Operations, which included developed technology and seven employees.  On December 30, 2016, the Company entered into a purchase agreement to sell the Machine Vision Operations and closed the sale on the same day.

Because negotiations occurred late in the measurement period and after the Company considered the measurement period closed (other than final escrow and deferred tax adjustments) and because of the immateriality of any potential adjustment related to the Machine Vision Operations, the Company determined not to distinguish between the amount of value created pre- and post-acquisition and not to reallocate the purchase price of the Misfit acquisition to assign an immaterial value to the Machine Vision Operations technology.

Finally, the Company notes that the entire $3.5 million cash payment for the Machine Vision Operations represents only 1.7% of the $209.2 million of net assets acquired from Misfit.  The Company respectfully submits that the value of the Machine Vision Operations that existed at the acquisition date was not material to either the Company’s fair value measurement of the Misfit acquisition nor its consolidated financial statements.

3

13. Commitments and Contingencies

Sale-Leaseback, page 84

3.                                      We note you entered into a sale-leaseback agreement for your warehouse and distribution center in Dallas, Texas.  We note the sales price was $33.0 million, and you recognized a gain of $6.7 million in fiscal year 2016 and recorded a deferred gain of $13.2 million.  Please tell us how you accounted for the sale-leaseback and your basis in GAAP for doing so, including your basis for accounting for it as an operating lease and how you considered whether this was a financing arrangement.  Also, please tell us your basis for recognizing an upfront gain, how the gain was calculated and where the gain is recorded on the statement of operations.  Refer to ASC 840-40.

Response:

The Company accounted for the sale-leaseback of its Dallas, Texas warehouse and distribution center in accordance with ASC 840-40-25-9 because the property sold and leased back consisted of real estate.   Under ASC 840-40-25-9, the transaction qualified for sale-leaseback accounting because:

a.              The transaction met the definition of a normal leaseback, which is predicated on the lessee’s active use of the property during the lease term and the absence of other continuing involvement conditions or provisions described in ASC 840-40-25-14.

b.              The payment terms and provisions adequately demonstrated the buyer’s initial and continuing investment in the property as described in paragraphs 360-20-40-9 through 40-24.

c.               The payment terms and provisions transferred all of the other risks and rewards of ownership as demonstrated by the absence of any other continuing involvement by the Company as described in paragraphs 360-20-40-37 through 40-64, 840-40-25-13 through 25-14, and 840-40-25-17.

Supporting factors to the Company’s conclusion that the transaction qualified as a sale-leaseback include:

a.              The buyer is an independent third party and the lease terms were negotiated on an arm’s length basis that reflect market terms.

b.              The Company plans to actively use the warehouse and distribution center in its future operations while the asset is under lease.

c.               The buyer remitted cash for the full purchase price of the warehouse and distribution center.  Therefore, the Company extended no loans to the buyer and the terms of the lease would not indicate that the Company provided the buyer a non-recourse loan.

d.              No other conditions were identified that would constitute prohibited forms of continuing involvement for the Company or insufficient initial and continuing investment in the property from the buyer.

4

The Company concluded that the leaseback was an operating lease and not a financing arrangement because the lease did not meet any of the four criteria specified in ASC 840-10-25-1 as indicated below:

a.              The lease does not transfer ownership of the property to the Company by the end of the lease term.

b.              The lease does not contain a bargain purchase option.

c.               The lease term is less than 75 percent of the estimated economic life of the leased property.

d.              The present value of the minimum lease payments at the beginning of the lease term, excluding executory costs, are less than 90% of the fair market value of the leased property.

Through the sale and leaseback, the Company determined that it did not retain substantial risks of ownership, nor does the Company have any form of continuing involvement with the property which would preclude the transaction from sale-leaseback accounting or indicate a financing arrangement rather than a sale.

The Company retained “more than minor but less than substantially all” of the use of the property as the present value of the minimum lease payments at the beginning of the lease term was more than 10% but less than 90% of the estimated fair value of the property.  In addition, the lease was classified as an operating lease as explained above.  Consequently, the Company recognized an upfront gain for the portion of the profit that exceeded the present value of the minimum lease payments in accordance with ASC 840-40-25-3(b)(1) and deferred the immediate recognition of the remaining profit from this sale.  Consistent with the Company’s practice, the Company recorded the gain in selling, general and administrative expenses.

* * * * *

If you have any further comments or questions, please contact the undersigned at (214) 969-2891.

Very truly yours,

/s/ Garrett A. DeVries

Garrett A.   DeVries, Esq.

cc:                Kosta N. Kartsotis, Fossil Group, Inc.

Dennis R. Secor, Fossil Group, Inc.

Randy S. Hyne, Fossil Group, Inc.

5

Mail Stop 3561
September 8 , 2017

Mr. Dennis R. Secor
Executive Vice President, Chief Financial Officer and Treasurer
Fossil Group, Inc.
901 S. Central Expressway
Richardson, TX 75080

Re: Fossil Group, Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2016
Filed March 1 , 2017
File No. 0-19848

Dear M r. Secor :

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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply t o your facts and circumstances, please tell us why in your response.

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

Financial Statements

Consolidated Statements of Cash Flows, page 60

1. We note your  “(gain) loss on disposal of assets” line item for $9.9 million in fiscal year
2016.  Please tell us each significant asset that was sold and the related amount of gain or
loss captured in this line item.  Also tell us how you considered the disclosure
requirements of ASC 360 -10-50-3 and how you determined no further detail about these
disposals was needed within your analysis of results of operations in MD&A.

Mr. Dennis R. Secor
Fossil Group, Inc.
September 8 , 2017
Page 2

 Notes to Consolidated Financial Statements

2. Acquisitions, Divesture and Goodwill

Divesture, page 69

2. We note your December 30, 2016 divesture of the machine vision operations that were
acquired as part of Misfit, Inc. on December 22, 2015.  It appears from your disclosure
that the entire cash payment you received of $3.5 million was re cognized as a gain on the
sale of this line of business, which suggests that the net assets of this business had a book
value of zero at the time of their sale.  We have the following comments:

 Please tell us whether any of the Misfit purchase price was a ssigned to this business
at the time of the Misfit acquisition.  In doing so, tell us how you considered the
guidance in ASC 805 -20-30-6 when valuing the machine vision business at the time
of the Misfit acquisition.

 Please tell us how you considered whether negotiations to sell this business that
occurred during 2016 and the resulting information you received about the possible
sales price provided new information about facts and circumstances that existed as of
the acquisition date.  Please tell us w hy the sales value was not recorded as a
measurement period adjustment for the Misfit, Inc. acquisition.  In doing so, tell us
when the measurement period ended for your Misfit, Inc. acquisition and tell us when
you started negotiations or received an offe r for the machine vision operations.  Refer
to ASC 805 -10-25-13 through 19.

13. Commitments and Contingencies

Sale-Leaseback, page 84

3. We note you entered into a sale -leaseback agreement for your warehouse and distribution
center in Dallas, Texas.  We note the sales price was $33.0 million , and you recognized a
gain of $6.7 million in fiscal year 2016 and recorded a deferred gain of $13.2 million.
Please tell us how you accounted for the sale -leaseback and your basis in GAAP for
doing so, i ncluding your basis for accounting for it as an operating lease and how you
considered whether this was a financing arrangement.  Also, please tell us your basis for
recognizing an upfront gain, how the gain was calculated and where the gain is recorded
on the statement of operations.  Refer to ASC 840 -40.

Mr. Dennis R. Secor
Fossil Group, Inc.
September 8 , 2017
Page 3

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Yong Kim, Staff Accountant, at (202) 551 -3323  or me at (202) 551 -
3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office  of Consumer Products

Mail Stop 3561

November 23, 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
File No. 0-19848

Dear Mr. Secor :

We have completed our review of your filing.  We remind you that our comments or
changes  to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any pers on under the
federal securities laws of the United States.  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 rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

October 28, 2015

Via Edgar Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Jennifer Thompson, Accounting Branch Chief

Re:

Fossil   Group, Inc.

Form 10-K   for 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 Ladies and Gentlemen:

On behalf of Fossil Group, Inc. (the “Company”), reference is made to the letter dated September 30, 2015 (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 3, 2015, filed with the Securities and Exchange Commission (the “Commission”) on February 20, 2015 (the “Form 10-K”), and the Quarterly Report on Form 10-Q of the Company for the period ended July 4, 2015, filed with the Commission on August 13, 2015 (“the Form 10-Q”).  We have reviewed the Comment Letter with the Company and the Company’s auditors 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 comments as numbered in the Comment Letter.  For your convenience, the Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s responses thereto set forth immediately under such comments.

Form 10-K for the Fiscal Year Ended January 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 subject 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 Emporio Armani watches. That website redirects to Armani.com, which lists three stores in Syria. A 2012 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.

Response:

The Company has identified no past or current contacts with Syria or Sudan, whether through subsidiaries, affiliates, distributors, resellers, licensees or other direct or indirect arrangements, and there are no plans for any such contacts in the future.

The Company sells its products through distributors and directly to retailers.  The Company enters into a distribution agreement with each of its distributors, which grants such distributor the right to sell the Company’s products within a defined territory and prohibits sales outside of such territory.  None of the Company’s distribution agreements include Syria or Sudan within the permitted territories of distribution.  The Company also sells its products directly to retailers, none of whom are located in Syria or Sudan.  The Company has confirmed with Armani and Paris Gallery that they do not sell the Company’s products to customers located in Syria or Sudan.

2.                                      Please discuss the materiality of any 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 dollar 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 investment 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 initiatives 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 associated with Syria and Sudan.

Response:

As discussed in the response to Comment 1 above, the Company does not have any contact with Syria or Sudan, and the Company and its affiliates do not provide any products or services to any customer in Syria or 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, you 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. After 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.

2

Response:

As disclosed in the Company’s Form 10-K, the Company’s gross profit margin decreased 0.1% from 2013 to 2014.  The reasons for the decrease were attributable to various factors, each of which impacted the change by 0.5% or less.  The Company determined that the net change in gross profit margin was not material, and each of the factors that impacted the change in gross profit margin was not individually material.  As a result, the Company determined that quantifying the impact of each factor contributing to the change in gross profit margin would not be meaningful to its discussion of gross profit margin.  In future filings, the Company will quantify factors that impact the changes in its gross profit margin, to the extent material.

4.                                      Please tell us what consideration you gave to expanding 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.

Response:

The Company considered the change in cost of sales and determined that none of the factors comprising the change in cost of sales was individually material to the change in gross profit, and the aggregate of such factors had a net zero impact on gross profit.  Accordingly, the Company determined that the change in the cost of sales was not material to its discussion of the change in gross profit.  In future filings, the Company will include additional disclosure regarding the impact of changes in cost of sales on gross profit, to the extent material.

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 any 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.

Response:

In future filings, the Company will provide expanded disclosure regarding its planned capital expenditures, to the extent known and material, such as the following expanded disclosure with respect to the Company’s Form 10-K (revisions are marked):

“For the fiscal year ending January 2, 2016, we expect total capital expenditures to be in a range of $110 million to $120 million. These capital expenditures will be primarily related to  Of this amount, we expect approximately 50% will be for global concession and retail store expansion and renovation, as well as  approximately 35% will be for investment in technological infrastructure to support our growth initiatives and expand our omni-channel capabilities, and approximately 15% will be for strategic investments, including the development of our tech-enhanced accessories.  Our capital expenditure budget and allocation of it to the foregoing investments are estimates and are subject to change.”

In addition, Item 303 of Regulation S-K requires disclosure of known trends or uncertainties that have had or are reasonably expected to have a material favorable or unfavorable impact on net sales or

3

revenues or income from continuing operations. The Company has considered the potential impact of new product lines on its results of operations and has determined that any such discussion would be speculative, preliminary and not material at this time.  To the extent such impact becomes known or estimable and is deemed to be material, the Company will provide additional disclosure in future filings.

Form 10-Q for the Quarterly Period Ended 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 have 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 CODM 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.

Response:

During the first quarter of fiscal 2015, the Company made changes to the presentation of reportable segments to reflect changes in the way its CODM evaluates the performance of its operations, develops strategy and allocates capital resources. The Company has realigned its operating structure. As part of the change, the prior direct to consumer segment is no longer managed globally and the President of Global Direct to Consumer position was eliminated, shifting all direct to consumer responsibility to regional management, including the newly created Senior Vice President of Americas position.  On May 2, 2015, the Senior Vice President, Americas Region terminated her employment with the Company.  As a result, the Americas region now reports to the Chief Operations Officer (in addition to his prior global functional responsibilities).  Strategic and brand directions are set centrally and regional management is now fully empowered and responsible to drive those strategies and brand directions across all brands and channels within their regions. As a key enabler of the operating structure change, the implementation of new reporting systems created the ability to extract discrete financial information that aligns with the new operating structure and is consistent with how management now evaluates the business performance.

The Company’s reportable segments now consist of the following: (i) Americas, (ii) Europe and (iii) Asia. Prior to the first quarter 2015 Form 10-Q, as reported in the Form 10-K, the Company’s reportable segments consisted of the following: (i) North America wholesale, (ii) Europe wholesale, (iii) Asia Pacific wholesale and (iv) Direct to consumer.

4

Title and Role of CODM and Each of the Individuals who Report to the CODM

The Company’s CODM is its Chief Executive Officer and Chairman of the Board (the “CEO”).  The CEO is responsible for the overall direction of the Company’s business and ensuring maximum return on invested capital.  The CEO directs the development of short and long-range objectives, policies, budgets and operating plans and oversees interpretation, implementation and achievement. The CEO recommends the annual budget to the Board for approval, and manages the Company’s resources within those budget guidelines, including establishing operating segment performance targets, allocating capital to operating segments, creating compensation programs to incent segment leadership to achieve performance targets, and monitoring segment and Company performance metrics.  The CEO also establishes the organization hierarchy and limits of authority.

5

The following shows the current CODM reporting structure:

The following officers of the Company report directly to the CODM:

Chief Operations Officer — responsible for the Americas segment, overseeing regional sales and operations, subject to the direction and oversight of the CODM.  Responsible for certain global functional areas including information technology (“IT”), legal, store design and supply chain operations.

Chief Financial Officer — responsible for the financial and corporate compliance operations of the Company, including the functional areas of accounting, finance, tax, investor relations, compliance and internal audit.

Executive Vice President, Human Resources — responsible for the human resources operations, including the functional areas of organizational design, employee relations, compensation, benefits, talent acquisition, talent management, training and communications.

Executive Vice President, Global Marketing and Strategy — responsible for the marketing and strategy operations, including the functional areas of strategy operations, e-commerce, customer relationship management analytics and wearable technology.  Responsible for brand management for all portfolio brands, including creative direction, product design and development, and product lifecycle management.

Executive Vice President, Asia Region — responsible for implementing the CODM’s plans & strategy in connection with the Asia segment.  Responsible for day-to-day operations of the Asia segment, including the functional areas of finance and accounting, human resources, IT, legal, operations, stores and sales, strategy, commercial, supply chain and manufacturing.

Executive Vice President, Europe Region — responsible for implementing the CODM’s plans & strategy in connection with the Europe segment.  Responsible for day-to-day operations of the Europe segment, including the functional areas of finance and accounting, human

CORRESP
1
filename1.htm

October 14, 2015

Via Edgar Transmission

Securities and Exchange Commission

Attn: Jennifer Thompson

100 F Street, N.E.

Washington, DC 20549

Re:                             Form 10-K for 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. 000-19848

Dear Ms. Thompson:

Pursuant to a telephone call today with Mr. Robert Babula of the staff of the Securities and Exchange Commission, we understand that the staff has agreed to grant our client, Fossil Group, Inc., an extension until Wednesday, October 28, 2015 to respond to the staff’s comments set forth in its letter dated September 30, 2015.

Should any members of the staff have any questions, please contact me at the number below.

Very truly yours,

/s/   Garrett A. DeVries

Garrett   A. DeVries

Direct   Phone Number: (214) 969-2891

Direct   Fax Number: (214) 969-4343

gdevries@akingump.com

cc:                                Dennis R. Secor, Fossil Group, Inc.

Randy Hyne, Fossil Group, Inc.

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

July 1 , 2013

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 29, 2012
Filed February 27, 2013
File No. 000 -19848

Dear Mr. Kartsotis :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Accounting Br anch Chief

cc:  Randy Hyne, General Counsel

CORRESP
1
filename1.htm

Correspondence Letter

 June 13, 2013

 Via Edgar Transmission

 United States Securities and Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549

 Attention: Andrew Mew,
Accounting Branch Chief

Re:
Fossil Group, Inc.

Form 10-K for Fiscal Year Ended December 29, 2012

Filed February 27, 2013

 File No. 000-19848

 Dear Ladies and Gentlemen:

On behalf of Fossil Group, Inc. (formerly Fossil, Inc.) (the “Company”), reference is made to the letter dated
June 3, 2013 (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 December 29, 2012, filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2013 (the “Form 10-K”). We have reviewed the Comment Letter with the Company and
the Company’s auditors 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 comments as numbered in the Comment Letter. For your
convenience, the Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s responses thereto set forth immediately under such comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 45

Results of Operations, page 50

1.
We note you aggregate your ecommerce sales, catalog activities and Company owned retail stores into one segment. Please provide a breakout of sales related to each
of these activities for each of the periods presented as part of your response. Given the growth in the e-commerce business within the retail industry in recent years along with the fact that you reduced the number of your global catalog circulation
in 2011 and again in 2012, please also tell us what consideration you gave to providing this breakout detail within your results of operations where necessary for investors to ascertain the likelihood that past performance is indicative of future
performance. We refer you to the guidance outlined in SEC Release Number 33-8350.

 Response:

The Company’s “Direct to consumer” segment includes the results of Company-owned retail stores as well as the
Company’s catalogs and e-commerce activities. The Company’s catalogs are used as marketing and promotional pieces and direct customers to retail stores and e-commerce sites for purchases, as opposed to providing a mechanism for ordering
through the catalog itself. As a result, the Company does not have separately identifiable catalog sales. The following table identifies the Company’s net sales by Company-owned retail stores and e-commerce activities for fiscal years 2012,
2011 and 2010 (in millions):

2012

2011

2010

 Company-Owned Retail Stores

$
663.2

$
557.7

$
439.0

 E-commerce Sites

$
52.3

$
49.7

$
44.3

 Total

$
715.5

$
607.4

$
483.3

 In MD&A in the Form 10-K, the Company presents the material drivers of changes in Direct
to consumer sales from period to period in accordance with the requirements of Item 303 of Regulation S-K. See, for example, the discussion on page 52 of the Form 10-K under the heading “Direct to Consumer Net Sales” where the Company
discloses that the change in Direct to consumer net sales in 2012 as compared to 2011 was primarily driven by comparable store sales increases and square footage growth and to a lesser extent an increase in e-commerce sales. The Company does not
believe that e-commerce sales represent a material amount of its total net sales or Direct to consumer net sales.

 Liquidity and Capital
Resources, page 58

2.
We note that a significant majority of your cash and cash equivalents for each period provided was held in banks outside the U.S. Please tell us what consideration
you gave to providing liquidity disclosures that discuss the potential tax impact associated with the repatriation of this cash. In this regard, we note your liquidity discussion on page 61 where you disclose undistributed earnings of your foreign
operations are considered to be indefinitely reinvested and that you believe you have sufficient sources of liquidity to fund your working capital needs, common stock repurchases and planned capital expenditures for the next twelve months. Given a
substantial portion of your cash balances at January 1, 2013 were held outside of the U.S., it appears those amounts may contribute disproportionately to your overall liquidity position. Further, please tell us your consideration for providing
an enhanced liquidity discussion illustrating that some cash and investments are not presently available to fund domestic operations without paying a significant amount of taxes upon their repatriation or explain to us why you believe such a
discussion would not be meaningful to investors.

 Response:

The Company’s foreign cash balance at the end of fiscal year 2012 was $152.8 million, of which $145.8 million was held by Fossil East
Limited, a Hong Kong corporation (“Fossil East”). The Company does not currently intend to permanently reinvest offshore $230.0 million of Fossil East’s earnings and profits, so the $145.8 million is available for repatriation. In
addition, the Company has already accrued U.S. income taxes under ASC 740-10-25-3 (formerly APB Opinion 23) on a potential $230.0 million dividend from Fossil East.

 The Company believes that it has adequately disclosed the future tax liability associated with the earnings of foreign subsidiaries that are not permanently reinvested offshore. For example, in “Note
13. Taxes” on page 91 of the Form 10-K (the “Tax Footnote”), the Company itemizes the components of its deferred tax accounts, including a $51.6 million deferred tax liability related to “Undistributed earnings of certain foreign
subsidiaries”. Because (i) 95% of the Company’s offshore cash was held by Fossil East, (ii) deferred taxes have been accrued on Fossil East’s earnings and (iii) the deferred tax liability is disclosed in the Tax
Footnote, the Company believes that investors are adequately informed about the amount of taxes that would be paid upon repatriation and that the amount has been properly accrued as a future tax liability.

 -2-

 With regard to liquidity, at the end of fiscal 2012, the Company had $165.0 million of
previously taxed income of foreign subsidiaries that has already been taxed in the United States under Subpart F rules. As a result, these amounts are available for repatriation at no additional tax cost to the Company, and the Company expects to
repatriate approximately $40.0 million of this previously taxed income during the first half of fiscal 2013. In addition, the impact of current fiscal year Subpart F inclusions on the Company’s effective tax rate is disclosed in the Tax
Footnote in the tax rate reconciliation under the line item “U.S. tax on foreign income”.

 As a result, the Company
believes that it has sufficient sources of liquidity to fund its working capital needs, common stock repurchases and capital expenditures for the next several years at no additional tax expense. At 2012 fiscal year end, these sources of liquidity
consisted of:

•
$80-100 million per year of cash from U.S. operations

•
$285 million from the Company’s revolving credit facility

•
$165 million of previously taxed income; and

•
$230 million from Fossil East earnings not permanently reinvested

 Item 8. Consolidated Financial Statements and Supplementary Data, page 65

Note 13. Income Taxes, page 91

3.
We note your effective income tax rate has benefited due to the foreign rate differential. Please explain whether earnings are being generated in jurisdictions with
very low rates. If so, describe the rates and the pre-tax income for the most significant jurisdictions.

 Response:

 The Company does business globally in several countries with effective tax rates or tax holidays that tax earnings at rates
that are lower than the U.S. federal tax rate. In some instances, the impact of the lower tax rate is negated by the fact that the income is taxed in the U.S. under the Subpart F rules. This impact has been disclosed in the tax rate reconciliation
in the Tax Footnote. The following is a schedule showing the foreign pre-tax income by country along with the tax rate applicable to these earnings. Countries with less than $5 million of pre-tax income have been combined in “Other” (in
millions):

 Country

Pre-Tax
Income

Tax
Rate

 Canada

$
7.6

26.5
%

 Denmark

$
7.4

25.0
%

 Germany

$
23.5

29.0
%

 Gibraltar

$
19.5

0.0
%

 Hong Kong

$
126.0

16.5
%

 Japan

$
14.6

39.4
%

 Korea

$
13.2

22.0
%

 Malaysia

$
6.2

25.0
%

 Mexico

$
7.2

30.0
%

 Switzerland *

$
52.2

7.0
%

 -3-

 Switzerland *

$
7.2

12.0
%

 Switzerland *

$
(1.7
)

23.0
%

 United Kingdom

$
7.1

24.5
%

 Other

$
8.2

Various

 Total

$
298.2

*
The Company has multiple legal entities in Switzerland subject to different cantonal tax rates.

4.
We note you have disclosed that it is not practicable to determine the tax amounts that would be payable if the $557 million in undistributed foreign earnings were
distributed to the U.S. parent. Please explain why it is impracticable to determine the tax amounts in-light-of the fact that you have determined and recorded a deferred tax liability for the $395 million in undistributed foreign earnings not
considered indefinitely reinvested.

 Response:

ASC 740-10-25-3 allows an exception to the general rule that a U.S multinational company must accrue U.S. taxes on foreign earnings of its
controlled non-U.S. subsidiaries. This exception provides that a U.S. multinational company may assert that its foreign earnings are indefinitely invested abroad so that, in effect, there will be no U.S. tax liability. The company must also
disclose in the footnotes of its financial statements the amount of its undistributed foreign earnings and a reasonable estimate of the deferred tax liability. In the alternative, the company can indicate that it is “not practicable” to
determine the amount of the unrecognized deferred tax liability.

 At fiscal year end 2012, the Company’s $395.0 million
in undistributed foreign earnings not considered indefinitely reinvested consisted of (i) $165.0 million of previously taxed income from three foreign corporations and (ii) $230.0 million of Fossil East earnings. As discussed in response
to comment number 2, the Company has accrued taxes on these amounts net of applicable foreign tax credits. The Company is readily able to calculate the residual U.S. tax liability of the three corporations with Subpart F inclusions as well as
the residual U.S. tax liability of Fossil East because it is a first tier subsidiary of the Company.

 However, the Company has
not calculated the hypothetical U.S. taxes on the remaining $557 million of undistributed earnings that are considered indefinitely reinvested outside the U.S. because to do so would involve significant complexity and cost. First, because the
residual shareholder tax would not be paid until some undetermined time in the future, the calculation of the tax would require significant estimates and assumptions, many of which would likely prove to be incorrect. Second, such a calculation would
involve the rules of numerous tax jurisdictions and would require a multi-tier computation because the entities in question are not first tier subsidiaries of the Company. Even at the ultimate shareholder level, in order to arrive at the amount of
available foreign tax credit, U.S. tax rules would apply complex statutory limitations to foreign source income. Third, the calculation of this deferred tax would require significant new information systems and hundreds of hours of work each quarter
to gather the data for each legal entity, perform shareholder tax calculations and calculate the impact of a multitude of planning scenarios. Fourth, the following situations applicable to the Company would create additional challenges and
complexity:

•
The Company has 54 foreign subsidiaries in multiple tiers of ownership.

•
Some of these entities are profitable, while others are unprofitable.

•
Joint venture partners in various entities affect payment of dividends.

 -4-

•
Countries where the Company operates have widely different tax and legal rules regarding payment and timing of distributions and such rules change frequently.

•
Many of the countries where the Company operates allow some form of tax consolidation, which affects the availability and amount of tax net of foreign tax credit at the
shareholder level.

•
The U.S. foreign tax credit is subject to a limitation calculation that relies on varying assumptions on a hypothetical distribution requiring assumptions to be made
about the operations of the business for at least a decade into the future.

 Further, the resulting disclosure
would require extensive audit resources to review, further increasing the cost and potentially delaying the issuance of the Company’s financial statements. Finally, because the Company has no current intention to pay taxes on the remaining $557
million of undistributed earnings that are considered indefinitely reinvested outside the U.S., the Company believes that disclosure of the theoretical tax amount would be of no value to the Company or its stockholders.

* * * * *

 If
you have any further comments or questions, please contact the undersigned at (214) 969-2891.

 Very
truly yours,

 /s/ Garrett A. DeVries

Garrett A. DeVries, Esq.

cc:
Kosta N. Kartsotis, Fossil Group, Inc.

 Randy Hyne, Fossil Group, Inc.

 -5-

 Exhibit A

 June 13, 2013

 Via Edgar Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

 Washington,
D.C. 20549

 Attention: Andrew Mew, Accounting Branch Chief

Re:
Fossil Group, Inc.

Form 10-K for Fiscal Year Ended December 29, 2012

Filed February 27, 2013

 File No. 000-19848

 Fossil Group, Inc. (the “Company”)
hereby acknowledges to the Securities and Exchange Commission (the “Commission”) that:

•
the Company is responsible for the adequacy and accuracy of the disclosures 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 staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Very truly yours,

/s/ Kosta N. Kartsotis

 Kosta N. Kartsotis

 Chief Executive Officer

June 3, 2013

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 29, 2012
Filed February 27, 2013
File No. 000 -19848

Dear Mr. Kartsotis :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend  to expand our
review to ot her portions of your documents.  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 res ponse.

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operatio ns, page 45

Results of Operations, page 50

1. We note you aggregate your ecommerce sales, catalog activities and Company owned
retail stores into one segment.  Please provide a breakout of sales related to each of these
activities for each of the periods pr esented as part of your response.  Given the growth in
the e -commerce business within the retail industry in recent years along with the fact that
you reduced the number of your global catalog circulation in 2011 and again in 2012,
please also tell us what  consideration you gave to providing this breakout detail within
your results of operations where necessary for investors to ascertain the likelihood that
past performance is indicative of future performance.  We refer you to the guidance
outlined in SEC R elease Number 33 -8350.

Kosta N. Kartsotis
Fossil, Inc.
June 3, 2013
Page 2

 Liquidity and Capital Resources, page 58

2. We note that a significant majority of your cash and cash equivalents for each period
provided was held in banks outside the U.S.  Please t ell us what consideration you gave
to providing liqu idity disclosures that discuss the potential tax impact associated with the
repatriation of this cash.  In this regard, we note your liquidity discussion on page 61
where you disclose undistributed earnings of your foreign operations are considered to be
indefinitely reinvested and that you believe you have sufficient sources of liquidity to
fund your working capital needs, common stock repurchases and planned capital
expenditures for the next twelve months.  Given a substantial portion of your cash
balance s at January 1, 2013 were held outside of the U.S., it appears those amounts may
contribute disproportionately to your overall liquidity position.   Further, please tell us
your consideration for providing an enhanced liquidity discussion illustrating that some
cash and investments are not presently available to fund domestic operations without
paying a significant amount of taxes upon their repatriation or explain to us why you
believe such a discussion would not be meaningful to investors.

Item 8. Consoli dated Financial Statements and Supplementary Data, page 65

Note 13. Income Taxes, page 91

3. We note your effective income tax rate has benefited due  to the foreign rate differential.
Please explain whether earnings are being generated in jurisdictions wit h very low rates.
If so, describe the rates and the pre -tax income for the most significant jurisdictions.

4. We note you have disclosed that is not practicable to determine the tax amounts that
would be payable if the $557 million in undistributed foreign earnings were distributed to
the U.S. parent.  Please explain why it is impracticable to determine the tax am ounts in -
light-of the fact that you have determined and recorded a deferred tax liability for the
$395 million in undistributed foreign earnings not considered indefinitely reinvested.

We urge all persons who are responsible for the accuracy and adequacy  of the disclosure
in the filing to be certain that the filing include s 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 co mpany’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:

 the company is responsible for the adequac y 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

Kosta N. Kartsotis
Fossil, Inc.
June 3, 2013
Page 3

  the company may not assert staff comments as a def ense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Scott Stringer, Staff Accountant , at (202) 551 -3272  or Jason Niethamer,
Assistant Chief Accountant , at (202) 551 -3855  if you have questions regarding our comments .
Please contact me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Accounting Branch Chief

cc:  Randy Hyne, General Counsel

September  25, 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

cc:  Mike L. Kovar

CORRESP
1
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September 19, 2012

Via Edgar Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Andrew D. Mew, Donna Di Silvio and Mara Ransom

Re:

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

Filed February 29, 2012

Response dated August 29, 2012

File No. 000-19848

Dear Ladies and Gentlemen:

Reference is made to the letter dated September 12, 2012 (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 Fossil, Inc. (the “Company”) for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission (the “Commission”) on February 29, 2012 (the “Form 10-K”) and the response letter filed with the SEC on August 29, 2012.

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, the Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s responses thereto set forth immediately under each such comment.

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

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

Liquidity and Capital Resources, page 53

1.                                      We note your response to comment 7 in our letter dated August 6, 2012. Please ensure that your expanded disclosure also addresses the source of funds needed to fulfill such commitments.

Response:

The Company confirms that future disclosure regarding its material commitments for capital expenditures, if any, will address the source of funds needed to fulfill such commitments.

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

Consolidated Statements of Cash Flow, page 63

2.                                      We note your response to comment 8 in our letter dated August 6, 2012 and your disclosure of the increase in the allowance for doubtful accounts in your Consolidated Statements of Cash Flows. Please revise in future filings to disclose on the face of your Consolidated Statements of Income and Comprehensive Income your provision for doubtful accounts as required by Rule 5-03.5 of Regulation S-X. Please note that the total amount charged to costs and expenses relating to your doubtful accounts receivables reflected on the face of your statements of income should correspond to that amount of additions charged to operations shown in your Schedule II.

Response:

The Company notes the Staff’s comment and, in its future Form 10-K filings, will disclose on the face of its Consolidated Statements of Income and Comprehensive Income its provision for doubtful accounts in accordance with Rule 4-02 of Regulation S-X.  The Company also notes that the total amount charged to costs and expenses relating to its doubtful accounts receivables reflected on the face of its Consolidated Statements of Income and Comprehensive Income should correspond to that amount of additions charged to operations shown in its Schedule II.

* * * * *

The Company acknowledges 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.

Fossil,   Inc.

By:

/s/   MIKE L. KOVAR

Name:

Mike   L. Kovar

Title:

Executive   Vice President, Chief Financial Officer and Treasurer

cc:

Kosta   N. Kartsotis, Fossil, Inc.

Randy   Hyne, Fossil, Inc.

Garrett   DeVries, Haynes and Boone, LLP

2

September 12 , 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
Response dated August 29, 2012
File No. 000-19848

Dear Mr. Kartsotis:

We have reviewed your response and have the following additional comment s. In 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 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 41

Liquidity and Capital Resources, pa ge 53

1. We note your response to comment 7 in our letter dated August 6, 2012.   Please ensure
that your expanded disclosure also addresses the source of funds needed to fulfill such
commitments.

Kosta N. Kartsotis
Fossil, Inc.
September 12 , 2012
Page 2

 Item 8. Consolidated Financial Statements and Supplemen tary Data, page 59

Consolidated Statements of Cash Flow, page 63

2. We note your response to comment 8 in our letter dated August 6, 2012 and your
disclosure of the increase in the allowance for doubtful accounts in your Consolidated
Statements of Cash Flows.  Please revise in future filings to disclose on the face of your
Consolidated Statements  of Income and Comprehensive Income your provision for
doubtful accounts as required by Rule 5 -03.5 of Regulation S -X.  Please note that the
total amount charged  to costs and expenses relating to your doubtful accounts receivables
reflected on the face of your statements of income should correspond to that amount of
additions charged to operations shown in your Schedule II.

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 -3264 with any other
questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

cc:  Mike L. Kovar

CORRESP
1
filename1.htm

Correspondence Letter

 August 29, 2012

 Via Edgar Transmission

 United States Securities and Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549

 Attention: Andrew D.
Mew, Donna Di Silvio and Mara Ransom

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

 Filed February 29, 2012

 File No. 000-19848

Dear Ladies and Gentlemen:

 On
behalf of Fossil, Inc. (the “Company”), reference is made to the letter dated August 6, 2012 (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 December 31, 2011, filed with the Securities and Exchange Commission (the “Commission”) on
February 29, 2012 (the “Form 10-K”). 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 comments as numbered in the Comment Letter. For your convenience, the Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s responses thereto set
forth immediately under each such comment.

 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.

 Response:

 Item 101(c)(1)(iv) of Regulation S-K requires, to the extent material to an understanding of the registrant’s
business as a whole, disclosure of “the importance to the segment and the duration and effect of all patents, trademarks, licenses, franchises and concessions held.” On page 11 of its Form 10-K, the Company lists all of the licenses that
it believes are important to its business, including any licenses that might be considered material. The Company provides the expiration date of such licenses and a description of the watch products manufactured, distributed and sold under each. The
Company also provides, on page 10 of the Form 10-K, a breakdown of net sales and percentage growth attributable to its licensed brands in the aggregate. The Company discusses its licenses throughout Item 1 of the Form 10-K, including their
importance and effect. The Company is not aware of a requirement under Item 101(c)(1)(iv) of Regulation S-K to disclose the amount of net sales or any other line item attributable

to individual licenses. Furthermore, none of its individual licenses accounted for more than 15% of the Company’s net sales in fiscal years 2011, 2010 or 2009, and disclosure of net sales by
individual license could result in competitive harm to the Company. Accordingly, we respectfully submit that the Company has complied with the disclosure required by Item 101(c)(1)(iv) and individual quantification with respect to any single
license is not required under Item 101(c)(1)(iv).

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 geographic
areas in 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.

 Response:

 The Company respectfully directs the Staff to the following disclosure included in the Form 10-K: (i) a cross-reference on page 4 to Note 17 of its financial statements, which includes a
breakdown of revenues by geographic segment and (ii) a breakdown of U.S. versus international wholesale sales on page 16. In future filings, the Company will disclose its sales for any foreign country that is material.

Item 1A. Risk Factors, 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 your financial condition.

 Response:

 The Company has included risk factor disclosure regarding the weakening of the European economy and the potential impact
on the Company’s financial condition on page 31 of its Quarterly Report on Form 10-Q filed on August 9, 2012.

 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.

 Response:

 The Company became a member of the Standard &
Poor’s 500 Stock Index on April 3, 2012 after the Form 10-K was filed on February 29, 2012. The Company will include the Standard & Poor’s 500 Stock Index as a basis of comparison in its Common Stock Performance Graph in
the future, 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

 - 2 -

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
Item 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.

 Response:

 The Company’s European wholesale sales increased
approximately 27.0% (21.9%, excluding the effects of foreign currency rate changes) for fiscal 2011 in comparison to fiscal 2010. Because the economic weakness in Europe had not had a material negative impact on its sales, the Company did not
believe at the time that disclosure about weakness in the European economy was material or required pursuant to Item 303(a)(3)(ii) of Regulation S-K. In accordance with Item 303(a)(3)(ii), the Company will continue to evaluate known trends
and uncertainties and disclose them in its future filings if they have had or the Company reasonably expects they will have a material favorable or unfavorable impact on net sales or income from continuing operations.

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

 Response:

 The Company respectfully directs the Staff to the following
disclosure included in the Form 10-K:

•

 on pages 46 and 50, tabular disclosure quantifying how much of the Company’s increases in net sales for each year-over-year period were
attributable to the impact resulting from foreign currency translations

•

 on pages 49, 52 and 53, a quantification of the effect of foreign currency translations to each line item of expense, where the Company believes such
disclosure may be material; and

•

 on pages 44, 50 and 53, a description and quantification of the purpose and effect of the Company’s forward contracts to hedge the risk of foreign
currency rate fluctuations, which are also discussed in Item 7A of the

 Form 10-K.

The Company believes that its disclosure in the Form 10-K both explains and quantifies the impact, to the extent material, on revenues
and expenses resulting from foreign currency translations of its subsidiaries during their remeasurements into U.S. dollars.

 Liquidity and
Capital Resources, 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 additional stores in 2012.

 - 3 -

 Response:

 Beginning with the Company’s Annual Report on Form 10-K for fiscal 2012, the Company will expand its disclosures as follows:

 For the fiscal year ending December 28, 2013, the Company expects total capital expenditures to be approximately $XX.X million. Capital expenditures will be primarily related to global retail store
expansion and renovation and investment in technological infrastructure.

 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.

 Response:

 The Company respectfully directs the Staff to the following disclosure included in the Form 10-K: the increase in allowance for doubtful accounts adjustment to reconcile net income to net cash
provided by operating activities on the Consolidated Statements of Cash Flows on page 63.

 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.

Response:

 Beginning
with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 29, 2012, the Company will expand its disclosures as follows:

 Key money is the amount of funds paid to a landlord or tenant to acquire the rights of tenancy under a commercial property lease for a certain property. Key money represents the “right to lease”
with an automatic right of renewal. This right can be subsequently sold by the Company or can be recovered should the landlord refuse to allow the automatic right of renewal to be exercised. Key money is amortized over the initial lease term, which
ranges from approximately four to 18 years.

 * * * * *

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.

 - 4 -

 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.

 - 5 -

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

September 23, 2010
 Kosta N. Kartsotis Chief Executive Officer Fossil, Inc.  2280 N. Greenville Avenue Richardson, Texas 75082
Re: Fossil, Inc.   Form 10-K for the 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 Mr. Kartsotis:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

H. Christopher Owings  Assistant Director
  cc:  Garrett A. DeVries  Haynes and Boone, LLP

CORRESP
1
filename1.htm

Correspondence

 September 22, 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:

 This letter is being transmitted by Fossil, Inc. (the “Company”) in connection with the Company’s
response by letter dated September 15, 2010 from the Company’s counsel, Garrett A. DeVries of Haynes and Boone, LLP, to comments received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the
“Commission”) by letter dated September 9, 2010. 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
(972) 234-2525.

Very truly yours,

/s/ Randy Hyne

Randy Hyne

Vice President, General Counsel and Secretary

Fossil, Inc.

cc:
Kosta N. Kartsotis, Fossil, Inc.

Mike Kovar, Fossil, Inc.

September 9, 2010
 Kosta N. Kartsotis Chief Executive Officer Fossil, Inc.  2280 N. Greenville Avenue Richardson, Texas 75082
Re: Fossil, Inc.   Form 10-K for the 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 Mr. Kartsotis:
 We have reviewed your letter dated August 20, 2010 in response to our comment letter
dated July 28, 2010 and have the following comm ent.  In our comment, we may ask you to
provide us with information so we may better understand your disclosure.

You should comply with the comment in all fu ture filings, as applicable.  Please confirm
in writing that you will do so, and also explain to us in sufficient detail for an understanding of
the disclosure how you intend to comply by provi ding us with your proposed revisions.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in  response to this comment, we may have
additional comments.  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 fo r fiscal 2009.  Note that under Instruction
1 to Item 402(c)(2)(v ii) of Regulation S-K,  bonuses ar e reported for the fiscal year
earned.  Please provide a revised fiscal 2009, 2008 and 2007 summary compensation

Mr. Kosta N. Kartsotis Fossil, Inc.  September 9, 2010 Page 2

table that includes your annual ca sh incentive bonuses in the fiscal years in which they
were earned.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact Angie Kim, Staff Attorney, at (202) 551-3535, Brigit te Lippmann, Special
Counsel, at (202) 551-3713 or me at  (202) 551-3720 with any questions.

Sincerely,

H. Christopher Owings  Assistant Director
  cc:  Garrett A. DeVries  Haynes and Boone, LLP

CORRESP
1
filename1.htm

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.

 - 2 -

(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.

 - 3 -

CORRESP
1
filename1.htm

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

 - 5 -

 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

CORRESP
1
filename1.htm

Correspondence

 August 6, 2010

Via Edgar Transmission

Securities and Exchange Commission

 Attn: H.
Christopher Owings

 100 F Street, N.E.

Washington, DC 20549

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 Mr. Owings:

 Pursuant to a telephone call today with Ms. Angie Kim of the staff of the Securities and Exchange Commission, we understand that the
staff has agreed to grant our client, Fossil, Inc., an extension until Friday, August 20, 2010 to respond to the staff’s comments set forth in its letter dated July 28, 2010.

Should any members of the staff have any questions, please contact me at the number below.

Very truly yours,

 /s/ Garrett A. DeVries

Garrett A. DeVries

 Direct Phone Number:
(214) 651-5614

 Direct Fax Number: (214) 200-0428

garrett.devries@haynesboone.com

cc:
Kosta N. Kartsotis, Fossil, Inc.

Randy Hyne, Fossil, Inc.

Mike Kovar, Fossil, Inc.

July 28, 2010
 Kosta N. Kartsotis Chief Executive Officer Fossil, Inc.  2280 N. Greenville Avenue Richardson, Texas 75082
Re: Fossil, Inc.   Form 10-K for the 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 Mr. Kartsotis:
 We have reviewed your filings 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.
 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 in sufficient detail for an understanding of
the disclosure how you intend to comply by provi ding us with your proposed revisions.
 Please respond to this letter within te n business days 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 circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.       Form 10-K for the Fiscal Year Ended January 2, 2010

 Management’s Discussion and Analysis of Financ ial 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 a nd quantitative factors
that convey to investors the current and ongoing risks related to the recoverability of

Mr. Kosta N. Kartsotis Fossil, Inc.
July 28, 2010 Page 2

goodwill as well as the risks that additional ch arges may be required in future periods.
Refer to Item 303 of Regulation S-K and S ection V of our Interp retive Release No. 33-
8350.  For example, disclose exactly when you perform the annual impairment test in the fourth quarter and identify the reporting un it 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 ke y 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 s hould 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 negativ ely affect the key assumptions.

2. We note your impairment discussion with re spect to indefinite lived trade names.
However, your disclosures do not provide a ny insight into the potential for further
impairment charges.  Given the significant am ount of your indefinite lived trade names
and to enhance your disclosures for transparen cy, please revise to include a summary of
your significant trade names and the percenta ge by which their fair values exceeded
recorded values.
 Results of Operations, page 50

3. You provide a discussion of the various busin ess reasons behind the change of net sales
from the prior year.  However, in circumst ances where there are more than one driver
behind the change, you should quantify the increm ental impact of each individual driver
in your discussion so as to enable investor s 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 resu lt 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 disclosu res that your leather business increased 18.5%
during fiscal 2009 without specif ic quantification of the actua l leather net sales resulting
from volume or price changes.  In this re gard, please quantify by brand and business the
actual net sales and the increase resulting fr om 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.

Mr. Kosta N. Kartsotis Fossil, Inc.
July 28, 2010 Page 3

Notes to Consolidated Financial Statements, page 69

Note 7. Derivatives and Risk Management, page 80

4. We note your disclosures of the use of forei gn 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 a ccounting treatment.  Please explain to us
and disclose in more detail your hedg e strategy when you designate the hedge
instruments with the underlyi ng hedged transactions.  In  addition, please tell us and
disclose how you assess the effectiv eness of your cash flow hedges.

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.
 Schedule II, page 110

6. Please explain to us why your bad debt allowa nce 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.
 Exhibits, page 111

7. It appears that exhibit 10 .13, the  Loan Agreement with Wells Fargo Bank dated
September 23, 2004, does not include Exhibits A and B.  Please advise or refile a
complete copy of this agreement with your next periodic report.

Definitive Proxy Statement on Schedule 14A filed April 15, 2010
 Compensation Discussion and Analysis, page 21

 Compensation Program Objectiv es and Philosophy, page 21

8. We note your disclosure in the last paragraph in response to Item 402(s) of Regulation S-
K.  Please describe to us the proce ss you undertook to reach that conclusion.
 Use of Performance Rating, page 22

9. We note your disclosure that quantitative a nd qualitative measures  are analyzed to
determine the performance rating for each ex ecutive officer, which is then used to
calculate the elements of compensation.  Pleas e describe in greater detail the measures
analyzed for each  executive officer in fiscal 2009, and disclose how they resulted in the

Mr. Kosta N. Kartsotis Fossil, Inc.
July 28, 2010 Page 4

“exceeds expectations” performance rating fo r each executive officer.  See Item
402(b)(1)(v) and 402(b)(2)(vii) of Regulation S-K.
 Annual Cash Incentive Opportunities, page 25

10. We note your disclosure that in fis cal 2009 you exceeded your maximum operating
income target and 100% of the Named Execu tive Officer’s eligible bonus amount based
on their performance rating was paid in 2010.  Please tell us why you have not reflected
these bonuses under the non-equity  incentive plan compensation column in the summary
compensation table for fiscal 2009, since it a ppears that these bonuses were earned in
fiscal 2009.  See Instruction 4 to Item 402(c) of Regulation S-K.

11. Please quantify the fiscal 2009 annual cash incentive bonus for each  executive officer and
disclose how it was calculated.  In your res ponse, please also disc lose the performance
rating, quantify the actual operating income achie ved, and describe the formula applied to
calculate each executive o fficer’s bonus.  Note that under Item 402(b)(1)(v) of
Regulation S-K, a filer must disclose how it determined the amount and formula for each
element of compensation.

Retention and Incentive Equity Awards, page 26

12. Please disclose in greater detail the factors taken into consideration in determining the
number of restricted stock and stoc k appreciation rights granted to each  named executive
officer, and explain how the award amounts were determined for fiscal 2009.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Robert Babula, Accountan t, at (202) 551-3339 or Andrew Mew,
Accounting Branch Chief, at (202) 551- 3377 if  you have questions regarding comments on the

Mr. Kosta N. Kartsotis Fossil, Inc.  July 28, 2010 Page 5

financial statements and related matters.  Please  contact Angie Kim, Staf f Attorney, at (202) 551-
3535, Brigitte Lippmann, Special Counsel, at (202) 551-3713 or me at (202) 551-3720 with any
other questions.
Sincerely,

H. Christopher Owings  Assistant Director
  cc:  Garrett A. DeVries  Haynes and Boone, LLP

December 16, 2008

Kosta N. Kartsotis, Chief Executive Officer
Fossil, Inc.
2280 N. Greenville Avenue
Richardson, Texas 75082

 Re:  Fossil, Inc.
Form 10-K for Fiscal Year Ended January 5, 2008
  Filed March 5, 2008
  File No. 000-19848

Dear Mr. Kartsotis:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,

H. Christopher Owings
Assistant Director

cc: Garret A. DeVries
 Haynes and Boone
 (214) 200-0428

CORRESP
1
filename1.htm

December 5, 2008

Via Edgar Transmission

Securities
and Exchange Commission

Attn:
H. Christopher Owings

100
F Street, N.E.

Washington,
DC 20549

  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. Owings:

Fossil, Inc.
(the “Company”) hereby acknowledges the following:

·                  The
Company is responsible for the adequacy and accuracy of the disclosures in the
filings.

·                  The
staff’s comments or changes to disclosures in response to the staff’s comments
do not foreclose the Securities and Exchange Commission (the “Commission”)
from taking any action with respect to the filings.

·                  The
Company may not assert the staff’s comments as a defense in any proceedings
initiated by the Commission or any person under the federal securities laws of
the United States.

Very
truly yours,

  Fossil, Inc.

  By:

  /s/
  Kosta N. Kartsotis

  Kosta N. Kartsotis

  Chief Executive Officer

CORRESP
1
filename1.htm

November 20,
2008

Via Edgar Transmission

Securities
and Exchange Commission

Attn:
H. Christopher Owings

100
F Street, N.E.

Washington,
DC 20549

  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. Owings:

On
behalf of our client, Fossil, Inc. (the “Company”), we submit the following
responses to the letter dated November 5, 2008 containing comments from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Annual Report on Form 10-K for the fiscal year
ended January 5, 2008 (the “Form 10-K”), Quarterly Reports on Form 10-Q
for the fiscal quarters ended April 5, 2008 (the “First Quarter Form 10-Q”)
and July 5, 2008 (the “Second Quarter Form 10-Q” and,
together with the First Quarter Form 10-Q, the “Form 10-Qs”)
and Definitive Proxy Statement on Schedule 14A filed on April 10, 2008
(the “Proxy Statement” and, together with the Form 10-K and Form 10-Qs,
the “Filings”).  For your
convenience, we have restated the Staff’s comments below, together with the
Company’s response to each respective comment.
For your convenience, we are also sending to each of Robert W. Errett,
Attorney Advisor, and Ellie Bavaria, Special Counsel, a copy of this
letter.  Please be advised that the
responses contained herein, and the information provided herein, have been
prepared by, and obtained from, the Company.

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

Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 39

Summary, page 39

1.                                      We note
your response to comment 8 in our letter dated September 25, 2008.  We request that you reconsider our comment
and provide additional disclosure. For example, where you state that “[p]urchases
of discretionary fashion accessories, such as our watches, handbags, sunglasses
and other products, tend to decline during recessionary periods ….”  Please discuss if you are in fact
experiencing a recessionary trend in any of our markets and what you are doing
to address that trend.

Response:

In
future filings, the Company will include additional disclosure regarding
economic trends affecting the Company and the Company’s response thereto, if
any.  As an example of this disclosure,
please see the following disclosure that was included in the Company’s
Quarterly Report on Form 10-Q for the quarter ended October 4, 2008
(the “Third Quarter Form 10-Q”):

“The
majority of our products are sold at price points ranging from $50 to
$500.  Although the current economic
environment is expected to negatively impact consumer discretionary buying
patterns and, ultimately, our net sales during the fourth quarter of 2008, we
believe that the price/value relationship of our products will allow us to
maintain our market share in those markets in which we compete.  Historically, during recessionary periods,
the strength of our balance sheet, our strong operating cash flow and the
relative size of our business with our retail customers, in comparison to our
competitors, have allowed us to weather such recessionary periods for longer
periods of time that generally results in market share gains to us.

Our
international operations are subject to many risks, including foreign
currency.  Generally, a strengthening of
the U.S. dollar against currencies of other countries in which we operate will
reduce the translated amounts of sales and operating expenses of our
subsidiaries, which results in a reduction of our consolidated operating
income.  We anticipate that the current
strengthening of the U.S. dollar will significantly impact our fourth quarter
of 2008 results of operations in comparison to the fourth quarter of 2007.”

Liquidity and Capital Resources, page 51

2.                                      We note
your responses to comments 9 and 10 in our letter dated September 25,
2008.  Please provide a sample of how you
intend to comply with this comment in your future filings.

Response:

In response to comment 9, please see the following
disclosure that was included in the Company’s Third Quarter Form 10-Q:

“We believe that cash flow from operations combined
with existing cash on hand will be sufficient to fund our capital needs for the
next twelve months.  We also have access
to amounts available under our credit facilities should additional funds be
required.”

In response to comment 10, please see the following
disclosure that was included in the Company’s Third Quarter Form 10-Q:

“We employ a variety of operating practices to manage
these market risks relative to foreign currency exchange rate changes and,
where deemed appropriate, utilize foreign currency forward contracts.  These operating practices include, among
others, our ability to convert foreign

currency into U.S. dollars at spot rates and to
maintain U.S. dollar pricing relative to sales of our products to certain
distributors located outside the U.S.”

The Company will include disclosure similar to these
samples in future filings.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 16

Annual Cash Incentive Opportunities, page 20

3.                                      We note your response to comment 13 in our letter dated September 25,
2008, which requested disclosure of your operating income targets.  We note your statement on page 20 of
your proxy statement that you have a threshold for payout, a midpoint and
maximum payment targets for 2007.

Response:

For 2007, the operating income target thresholds for a
payout (10% award), midpoint (50% award) and maximum (100% award) were $150.3
million, $159.5 million and $171.0 million, respectively.  The Company will include these targets in
future filings.

4.                                      We note your response to comment 14 in our letter dated September 25,
2008, regarding benchmarking data provided by Ernst & Young.  Please clarify what, if any, additional
benchmark data that the Human Resources Department provided to the Executive
Compensation Committee in addition to the Ernst & Young report.  Also, please discuss the Executive
Compensation Committee’s analysis of Ernst & Young’s recommendations.

Response:

The Human Resources Department provided the
Compensation Committee with the benchmarking data for the 17 peer group
companies identified in the Definitive Proxy Statement filed on April 10,
2008.  This data included compensation
information for each of the named executive officers identified by each of the
17 peer group companies, including each compensation component and total
compensation, as well as each company’s financial performance data.  The Human Resources Department also provided
the Compensation Committee with data from several executive compensation
surveys.  This data included compensation
information for the closest comparable position to each of the Company’s
executive officers.

Ernst & Young’s (“E&Y”)
recommendations and the data it provided were primarily focused on the Company’s
short-term and long-term incentive compensation.  In particular, E&Y recommended that the
Company adopt a short-term incentive plan, reduce the number of employees
receiving equity grants, and transition from granting stock options to granting
other forms of equity incentive awards, including restricted stock, restricted
stock units and stock

appreciation rights.
The Compensation Committee reviewed and discussed these recommendations
and the supporting data provided by E&Y, and ultimately implemented them.

Should any members of the Staff have any questions or comments
concerning the enclosed materials, please contact me at the number below.

Very truly yours,

  /s/ Garret A. DeVries

  Garrett A. DeVries

  Direct Phone Number: (214) 651-5614

  Direct Fax Number: (214) 200-0428

  garrett.devries@haynesboone.com

  cc:

  Robert W. Errett

  Ellie Bavaria

  Randy S. Hyne

  Mike Kovar

Mail Stop 3561          November 5, 2008
Kosta N. Kartsotis, Chief Executive Officer
Fossil, Inc. 2280 N. Greenville Avenue Richardson, Texas 75082
 Re:  Fossil, Inc.
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 response letter  dated October 17, 2008 and have the
following comments.  Please provide a written response to our comments.  Please be as
detailed as necessary in your explanation.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2007

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 39

Summary, page 39

1. We note your response to comment 8 in  our letter dated September 25, 2008.
We request that you reconsider our comment and provide additional disclosure.
For example, where you state that “[p]urchases of discretionary fashion accessories, such as our watches, handbags, sunglasses and other products, tend to

Kosta N. Kartsotis
Fossil, Inc  November 5, 2008
Page 2

decline during recessionary periods…”  Please discuss if you are in fact
experiencing a recessionary trend in any of our markets and what you are doing to
address that trend.
 Liquidity and Capital Resources, page 51

2. We note your responses to comments 9 a nd 10 in our letter dated September 25,
2008.  Please provide a sample of how you inte nd to comply with this comment in
your future filings.
 Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 16

 Annual Cash Incentive Opportunities, page 20

3. We note your response to comment 13 in  our letter dated September 25, 2008,
which requested disclosure of your operating income targets.  We note your statement on page 20 of your proxy statement that you have a threshold for payout, a midpoint and maximum payment targ et.  Please disclose the minimum,
midpoint and maximum payment targets for 2007.

4. We note your response to comment 14 in our letter dated September 25, 2008 regarding benchmarking data provided by Ernst & Young.  Please clarify what, if
any, additional benchmark data that the Human Res ources Department provided
to the Executive Compensation Committee in addition to the Ernst & Young report.  Also, please discuss the Execu tive Compensation Committee’s analysis of
Ernst & Young’s recommendations.

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our
comment and provides any requested information.  Detailed letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comment.

Kosta N. Kartsotis
Fossil, Inc  November 5, 2008
Page 2

Please contact Robert Errett, Attorney-A dvisor, at 202-551-3225, or Ellie Bavaria
Special Counsel at 202-551-3238, or me at 202-551-3725 with any questions.
Sincerely,

H. Christopher Owings  Assistant Director
  cc: Garret A. DeVries   Haynes and Boone, LLP   Facsimile (214) 200-0428

CORRESP
1
filename1.htm

October 17,
2008

Via Edgar Transmission

Securities
and Exchange Commission

Attn:
H. Christopher Owings

100
F Street, N.E.

Washington,
DC 20549

  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. Owings:

On
behalf of our client, Fossil, Inc. (the “Company”), we submit the following
responses to the letter dated September 25, 2008 containing comments from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Annual Report on Form 10-K for the fiscal year
ended January 5, 2008 (the “Form 10-K”), Quarterly Reports on Form 10-Q
for the fiscal quarters ended April 5, 2008 (the “First Quarter Form 10-Q”)
and July 5, 2008 (the “Second Quarter Form 10-Q” and,
together with the First Quarter Form 10-Q, the “Form 10-Qs”)
and Definitive Proxy Statement on Schedule 14A filed on April 10, 2008
(the “Proxy Statement” and, together with the Form 10-K and Form 10-Qs,
the “Filings”).  For your
convenience, we have restated the Staff’s comments below, together with the
Company’s response to each respective comment.
For your convenience, we are also sending to each of Robert W.
Errett, Attorney Advisor, and Ellie Bavaria, Special Counsel, a copy of this
letter.  Please be advised that the responses contained herein, and the
information provided herein, have been prepared by, and obtained from, the
Company.

The
Company hereby acknowledges that:

·                                          The
Company is responsible for the adequacy and accuracy of the disclosures in the
filings.

·                                          The Staff’s comments or changes to
disclosures in response to the Staff’s comments do not foreclose the Commission
from taking any action with respect to the filings.

·                                          The Company may not assert the Staff’s
comments as a defense in any proceedings initiated by the Commission or any
person under the federal securities laws of the United States.

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.

Response:

The
requested disclosure will be added to the cover page of future Form 10-Ks.

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.

Response:

The
requested disclosure will be added to the cover page of future Form 10-Ks.

Item 1
Business, page 3

Products,
page 8

Watch
Products, page 10

3.              Please broaden your discussion as to how
important the 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.

Response:

The
Company will include additional information regarding its material licenses in
future filings in accordance with this comment.
As an example of this disclosure, please see the following additions in
underscore and deletions in strikethrough to the disclosure that was set forth
in the Form 10-K regarding the importance of the licenses and the duration
of licenses held:

“Licensed brands.  We have entered into multi-year,
worldwide exclusive license agreements for the manufacture, distribution and
sale of watches bearing the brand names of certain globally recognized fashion
companies. The following table sets forth specific information with respect to
certain of our licensed watch products:

  Brand(s)

  Suggested

  Price Point

  Range

  Expiration

  Date

  Distribution Channels

  ADIDAS

  $35 - 165

  12/31/12

  Major department stores, major sports stores,
  specialty retailers, jewelry stores and adidas stores worldwide

  BURBERRY

  $295 - 1,000

  12/31/12

  Better department stores, specialty retailers, duty
  free stores worldwide and Burberry retail stores worldwide

  DIESEL

  $85 - 595

  12/31/10

  Better department stores, specialty retailers,
  Diesel retail stores worldwide and www.dieseltimeframes.com

  DKNY

  $95 - 250

  12/31/09

  Major department stores, jewelry stores, specialty
  retailers, and DKNY retail stores worldwide

  EMPORIO ARMANI

  $125 - 595

  12/31/08

  Major department stores, specialty retailers, major
  jewelry and watch stores, Emporio Armani boutiques worldwide, duty free
  stores worldwide and www.emporioarmani.com

  MARC BY MARC

  JACOBS

  $125 - 350

  12/31/10

  Better department stores, specialty retailers and
  Marc by Marc Jacobs boutiques worldwide

  MICHAEL Michael

  Kors

  $125 - 295

  12/31/14

  Better department stores, specialty retailers,
  jewelry stores, duty free stores worldwide and Michael Kors boutiques
  nationwide

The
continuation of our material license agreements is important to the growth of
our watch business, especially in Europe and Asia.  Our material license agreements have
various expiration dates between 2008 and 2013. The EMPORIO ARMANI license
agreements for watches and jewelry expire on December 31, 2008.  The DKNY watch license expires on December 31,
2009.  In
2007, sales of our licensed-brand watches listed in the above table accounted
for approximately thirty-one percent of our total net sales for all products.  We are currently in the later stages of
negotiating with the owners of the EMPORIO ARMANI brand for new licenses and
anticipate finalizing the licenses prior to the end of 2008. We have also
entered into a number of license agreements for the sale of collectible
watches. Under these agreements, we design and manufacture goods bearing the
trademarks, trade names and logos of various entities and market these goods
through our website and major department stores.”

Design
and Development, page 12

4.              You state that you have an internal creative
team to design your products and that you gather information from your
customers 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-sponsored research activities relating to the
development of new products, services or techniques or the improvement of
existing products, services or techniques.
Refer to Item 101(c)(1)(xi) of Regulation S-K.

Response:

The
Company spent $979,308, $806,400 and $75,079, respectively for fiscal years
2005, 2006 and 2007 related to company-sponsored research and development
activities.  Further, the Company
currently estimates that it will spend approximately $729,000 on such
activities in fiscal year 2008.  As these
amounts represent less than 0.25% of total operating expenses in each of fiscal
years 2005, 2006 and 2007, the Company does not believe these amounts are
material.

The
Company had no expenditures related to customer-sponsored research activities
in the last three fiscal years.

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 rely
upon close relationships with these suppliers.
Please describe in greater detail how a failure to maintain close
relationships with your current suppliers and to develop long-term
relationships with other suppliers will impact your business.

Response:

The
following language in underscore will be added to future filings that contain a
risk factor related to the Company’s supplier relationships:

“Access to suppliers that are not Fossil
subsidiaries is not guaranteed because we do not maintain long-term contracts
but instead rely on long-standing business relationships, which may not
continue in the future.

The
majority of our watch products are currently assembled to our specifications by
our majority owned entities in Asia and Switzerland with the remainder
assembled by unrelated entities.  Certain
of our other products are currently manufactured to our specifications by
independent manufacturers in international locations, including China, Hong
Kong, Italy, Korea, Mexico and Taiwan.  We have no long-term
contracts with these independent manufacturing sources and

compete
with other companies for production facilities.  All transactions
between us and our independent manufacturing sources are conducted on the basis
of purchase orders. Our future success will depend upon our ability to maintain
close relationships with our current suppliers and to develop long-term
relationships with other suppliers that satisfy our requirements for price,
quality and production flexibility.  Our ability to establish new manufacturing
relationships involves numerous uncertainties, including those relating to
payment terms, costs of manufacturing, adequacy of manufacturing capacity,
quality control and timeliness of delivery.
Any failure by us to maintain long-term relationships with our current
suppliers or to develop relationships with other suppliers could have a
material adverse effect on our ability to manufacture and distribute our
products.”

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 provide, or in the
alternative you should remove this statement.

Response:

The
statement that the Company believes it has meritorious defenses to the legal
claims will be removed from future filings.

7.              Please indicate the relief the plaintiffs
seek.  Refer to Item 103 of Regulation
S-K.

Response:

The
Company will add disclosure to future filings regarding the relief that the
plaintiffs seek.  As an example of this
disclosure, please see the following addition to the disclosure that was set
forth in the Legal Proceedings section of the Form 10-K:

“Plaintiffs
seek (i) money damages for all losses and damages suffered as a result of
the acts alleged in the compliant; (ii) for defendants to account for all
damages caused by them and all profits and special benefits obtained as a
result of the alleged unlawful conduct; (iii) actions to reform and
improve Company corporate governance and internal control procedures; (iv) the
ordering of the imposition of a constructive trust over the defendants’ stock
options and proceeds derived therefrom; and (v) punitive damages.”

Item 7.
Management’s Discussion and Analysis 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
decreasing or increasing in any material way.
In doing so, provide additional information about the quality and
variability of your earnings and cash flows so that 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, challenges, and risks
in short 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.

Response:

The
Company will add disclosure in accordance with this comment to future
filings.  As an example of this
disclosure, please see the following additional disclosure to the Summary
section of Item 7. Management’s Discussion of Financial Condition and Results
of Operations that was set forth in the Form 10-K:

“Our
business is subject to global economic cycles and retail industry
conditions.  Purchases of discretionary fashion accessories, such as
our watches, handbags, sunglasses and other products, tend to decline during
recessionary periods when disposable income is low and consumers are hesitant
to use available credit.  Future sales
and earnings growth is contingent upon our ability to anticipate and respond to
changing fashion trends and consumer preferences in a timely manner while
continuing to develop innovative products in the respective markets in which we
compete.  As is typical with new
products, market acceptance of new designs and products we may introduce is
subject to uncertainty.  In addition, we generally make decisions
regarding product designs several months in advance of the time when consumer
acceptance can be measured.

Our
international operations are subject to many risks, including foreign
currency.  Generally, a strengthening of
the U.S. dollar against currencies of other countries in which we operate will
reduce the translated amounts of sales and operating expenses of our
subsidiaries, which results in a reduction of our consolidated operating
income.”

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
and capital resources on both a long-term and short-term basis.  Refer to Instruction 5 of Item 303(a) of
Regulation S-K.

Response:

In
future filings, the Company will expand the disclosure to include a discussion
of the adequacy of the Company’s current cash position, cash flow from
operations and availability under the Company’s credit facility to finance
working capital needs and planned capital expenditures for the next twelve
months.

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 practices you employ to manage the market risk you face from
settlement of inter-company inventory transactions.  Please include a discussion of the objectives,
general strategies, and instruments, if any, used to manage those
exposures.  Refer to Item 305(b)(ii) of
Regulation S-K.

Response:

In
future filings, the Company will expand disclosure in this section to include
the variety of operating practices the Company employs to manage the market
risk it faces relative to foreign currency exchange rate changes.  These operating practices include, among
others, the Company’s ability to convert foreign currency into U.S. dollars at
spot rates and to maintain U.S. dollar pricing relative to sales of the Company’s
products to certain distributors located outside the U.S.

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 state that a registered public accounting firm has audited the financial
statements included in the annual report containing the disclosure required by
Item 308 and has issued an attestation report on the registrant’s internal
control over financial reporting.  Please
provide the statement as required under Item 308(a)(4) of Regulation S-K.

Response:

In
future Form 10-Ks, the Company will add the following disclosure under the
heading “Management’s Report on Internal Control over Financial Reporting” in
Item 9A. Con

CORRESP
1
filename1.htm

October 9, 2008

Via Edgar Transmission

Securities
and Exchange Commission

Attn:
H. Christopher Owings

100
F Street, N.E.

Washington,
DC 20549

  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. Owings:

On behalf of our client,
Fossil, Inc. (the “Company”), we hereby request an extension to respond to the
staff’s comments set forth in its letter dated September 25, 2008 until
Friday, October 17, 2008 due to the unavailability of certain executive
officers of the Company during the prior two weeks.

Should
any members of the staff have any questions concerning this request, please
contact me at the number below.

Very
truly yours,

     /s/ GARRETT A. DEVRIES

Garrett
A. DeVries

Direct
Phone Number: (214) 651-5614

Direct
Fax Number: (214) 200-0428

garrett.devries@haynesboone.com

  cc:

  Robert W. Errett

  Randy S. Hyne

  Mike Kovar

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