As filed with the Securities and Exchange Commission on January 12, 1999

                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                                  FOSSIL, INC.
             (Exact name of registrant as specified in its charter)
                 Delaware                                        75-2018505
     (State or other jurisdiction of                          (I.R.S. Employer
      incorporation or organization)                         Identification No.)

       2280 North Greenville Avenue
             Richardson, Texas                                     75082
 (Address of principal executive offices)                        (Zip Code)

                             -----------------------

             Fossil, Inc. 1993 Long-Term Incentive Plan, as amended
                            (Full title of the plan)

                             -----------------------


                               T.R. Tunnell, Esq.
                  Senior Vice President and Chief Legal Officer
                          2280 North Greenville Avenue
                             Richardson, Texas 75082
                     (Name and address of agent for service)

                                 (972) 699-2139
          (Telephone number, including area code, of agent for service)
                             -----------------------
<TABLE>
<CAPTION>
<S>                            <C>                       <C>                         <C>                  <C> 

                         CALCULATION OF REGISTRATION FEE

========================================================================================================================
                                                              Proposed                  Proposed                         
         Title of                                              maximum                   maximum                         
        securities                   Amount                   offering                  aggregate           Amount of
           to be                     to be                      price                   offering          registration
        registered             registered (1)(2)          per share (3)(4)            price (3)(4)           fee (4)
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01             1,800,000 Shares                $28.41                   $51,138,000         $14,217
value per share
========================================================================================================================
<FN>

(1)      The  securities  to be  registered  include an  aggregate  of 1,800,000
         shares  reserved for issuance  under the Fossil,  Inc.  1993  Long-Term
         Incentive Plan, as amended (the "Plan").
(2)      Pursuant to Rule 416,  under the  Securities  Act of 1933,  as amended,
         this  Registration  Statement also covers such additional shares as may
         hereinafter  be offered or issued to prevent  dilution  resulting  from
         stock  splits,  stock  dividends,  recapitalizations  or certain  other
         capital adjustments.
(3)      Estimated solely for purpose of calculating the registration fee.
(4)      Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price
         per share of Common  Stock  offered  hereunder  pursuant to the Plan is
         calculated to be $28.41, which is the average of the highest and lowest
         price  per  share of  Common  Stock on the  Nasdaq  National  Market on
         January 11, 1999.

</FN>
</TABLE>





<PAGE>



                                     PART I

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to Plan  participants  as  specified by Rule  428(b)(1)  under the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Fossil, Inc. (the "Company") hereby  incorporates by  reference in this
Registration Statement the  following documents previously  filed by the Company
with the Securities and Exchange Commission (the "Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended January 3, 1998.

         (2)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended April 4, 1998.

         (3)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended July 4, 1998.

         (4)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended October 4, 1998.

         (5) The  Company's  Amendment No. 2 to  Registration  Statement on Form
8-A,  filed with the  Commission  on March 21, 1992,  including any amendment or
report filed for the purpose of updating such description.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

Delaware General Corporation Law

         Section  145(a) of the Delaware  General  Corporation  Law (the "DGCL")
provides  that a  corporation  may indemnify any person who was or is a party or
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believes to be in or not opposed to the best
interests  of the  corporation,  and with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe his conduct was unlawful.



                                      II-1

<PAGE>
         Section  145(b) of the DGCL provides  that a corporation  may indemnify
any  person  who  was or is a party  or  threatened  to be  made a party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed to the best  interests  of the  corporation  and except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

         Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         Section  145(d) of the DGCL  provides  that any  indemnification  under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation  only as authorized in the specific case upon a determination
that  indemnification  of the present or former director,  officer,  employee or
agent is proper in the circumstances because such director, officer, employee or
agent has met the applicable  standard of conduct set forth in  subsections  (a)
and (b) of Section  145.  Such  determination  shall be made (1) by the board of
directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or (2) if such a quorum  is not
obtainable,  or, even if obtainable,  if a quorum of disinterested  directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys'
fees)  incurred  by an officer or  director in  defending  any civil,  criminal,
administrative  or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including  attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and  conditions,  if any,  as the board of  directors
deems appropriate.

Certificate of Incorporation

         The Amended and Restated  Certificate of  Incorporation  of the Company
provides that a director of the Company  shall not be  personally  liable to the
Company or its stockholder for monetary  damages for breach of fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii) for a  transaction  from  which the  director  derived  an  improper
personal  benefit or (iv) in respect of certain  unlawful  dividend  payments or
stock purchases or redemptions.  If the DGCL is amended to authorize the further
elimination or limitation of the liability of directors,  but the liability of a
director of the Company,  in addition to the  limitation  on personal  liability
described  above,  shall be limited to the fullest extent permitted by the DGCL,
as so amended.  Further,  any repeal or  modification  of such  provision of the
Amended and Restated  Certificate of  Incorporation  by the  stockholders of the
Company shall be prospective only, and shall not adversely affect any limitation
on the personal  liability of a director of the Company  existing at the time of
such repeal or modification.

Bylaws

         The  Amended and  Restated  Bylaws of the  Company  provides  that each
person who was or is made a party or is  threatened  to be made a party to or is
involved  in  any  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative  or  investigative,  by  reason  of the fact  that he or she or a
person of whom he or she is the legal representative, is or was or has agreed to
become a director  or officer of the  Company or is or was serving or has agreed
to serve at the request of the Company as a director, officer, employee or agent
of  another  corporation  or of a  partnership,  joint  venture,  trust or other
enterprise,  including  service with respect to employee benefit plans,  whether
the basis of such  proceedings  is alleged  action in an official  capacity as a
director or officer or in any other  capacity while serving  or having agreed to

                                      II-2
<PAGE>



serve as a director or officer,  shall be  indemnified  and held harmless by the
Company to the fullest extent  authorized by the DGCL, as an effect or as it may
be amended from time to time, against all expense, liability and loss (including
without  limitation,  attorneys' fees,  judgments,  fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by such person in connection therewith,  and such indemnification shall
continue as to a person who has ceased to serve in the capacity which  initially
entitled  such person to indemnity  hereunder  and shall inure to the benefit of
his or her heirs, executors and administrators.  The Bylaws also contain certain
provisions designed to facilitate receipt of such benefits by any such persons.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
                  Registration Statement.

         4.1      Fossil, Inc. 1993 Long-Term Incentive Plan, as amended

         5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

         23.2     Consent of Deloitte & Touche LLP, Independent Auditors

         24.1  Power  of  Attorney   (included   with  signature  page  of  this
               Registration Statement)

Item 9.  Undertakings.

         (a)      The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)  To include  any prospectus  required by  section
10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
arising after  the effective  date of  the Registration  Statement (or  the most
recent post-effective  amendment thereof)  which, individually  or in the aggre-
gate, represent a fundamental change  in the information set forth in the Regis-
tration Statement;

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the Registration
Statement or  any material  change  to  such  information  in  the  Registration
Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.



                                      II-3

<PAGE>



         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.





                                      II-4

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the city of Richardson, Texas, on January 11, 1999:

                                FOSSIL, INC.

                                By:      /s/ Tom Kartsotis                      
                                        ----------------------------------------
                                        Tom Kartsotis, Chairman of the Board and
                                        Chief Executive Officer



         Each  individual  whose signature  appears below hereby  designates and
appoints Tom Kartsotis,  Randy S. Kercho and T.R. Tunnell, and each of them, any
one of whom may act  without  joinder  of the  other,  as his  true  and  lawful
attorney-in-fact  and  agent  (the  "Attorneys-in-Fact"),  with  full  power  of
substitution  and  resubstitution,  for such person and in such  person's  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this  Registration  Statement,  which
amendments  may make  such  changes  in this  Registration  Statement  as either
Attorney-in-Fact  deems appropriate,  and any registration statement relating to
the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933
and request to accelerate the effectiveness of such registration statements, and
to file each such amendment with all requests to accelerate the effectiveness of
such registration statements,  and to file each such amendment with all exhibits
thereto,  and all documents in connection  therewith,  with the  Securities  and
Exchange  Commission,  granting  unto  such  and each of them,  full  power  and
authority  to do and  perform  each and every  action  and thing  requisite  and
necessary  to be done as fully to all intents and  purposes as such person might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  such
Attorneys-in-Fact  or either of them, or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.  Pursuant to the  requirements
of the Securities Act of 1933,  this  Registration  Statement has been signed by
the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                                  <C>                                         <C> 

Signature                                            Capacity                                             Date



/s/ Tom Kartsotis                                    Chairman of the Board, Chief                January 11, 1999
----------------------------                         Executive Officer and Director
Tom Kartsotis                                        (Principal Executive Officer)


/s/ Kosta N. Kartsotis                               President and Chief Operating               January 11, 1999
----------------------------                         Officer and Director
Kosta N. Kartsotis

/s/ Randy S. Kercho                                  Executive Vice President,                   January 11, 1999
----------------------------                         Chief Financial Officer and
Randy S. Kercho                                      Treasurer (Principal Financial
                                                     and Accounting Officer)   


/s/ Michael W. Barnes                                Executive Vice President                    January 11, 1999
----------------------------                         And Director
Michael W. Barnes



/s/ Jal S. Shroff                                    Director                                    January 11, 1999
----------------------------
Jal S. Shroff






                                      II-5

<PAGE>



/s/ Kenneth W. Anderson                              Director                                    January 11, 1999
----------------------------
Kenneth W. Anderson


/s/ Alan J. Gold                                     Director                                    January 11, 1999
----------------------------
Alan J. Gold


/s/ Donald J. Stone                                  Director                                    January 11, 1999
----------------------------
Donald J. Stone


</TABLE>


                                      II-6

<PAGE>



                                INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1      Fossil, Inc. 1993 Long-Term Incentive Plan, as amended

         5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

         23.2     Consent of Deloitte & Touche LLP, Independent Auditors

         24.1     Power of Attorney  (included   with  signature  page  of  this
                  Registration Statement)







                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR FOSSIL, INC.", "secsgml_size_bytes": 24034}]
{"company-data": {"conformed-name": "FOSSIL INC", "cik": "0000883569", "assigned-sic": "3873", "irs-number": "752018505", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70477", "film-number": "99505132"}, "business-address": {"street1": "2280 NORTH GREENVILLE AVE", "city": "RICHARDSON", "state": "TX", "zip": "75082", "phone": "2142342525"}, "mail-address": {"street1": "2280 N GREENVILLE", "city": "RICHARDSON", "state": "TX", "zip": "75082"}}
As filed with the Securities and Exchange Commission on January 12, 1999

                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                                  FOSSIL, INC.
             (Exact name of registrant as specified in its charter)
                 Delaware                                        75-2018505
     (State or other jurisdiction of                          (I.R.S. Employer
      incorporation or organization)                         Identification No.)

       2280 North Greenville Avenue
             Richardson, Texas                                     75082
 (Address of principal executive offices)                        (Zip Code)

                             -----------------------

             Fossil, Inc. 1993 Long-Term Incentive Plan, as amended
                            (Full title of the plan)

                             -----------------------

                               T.R. Tunnell, Esq.
                  Senior Vice President and Chief Legal Officer
                          2280 North Greenville Avenue
                             Richardson, Texas 75082
                     (Name and address of agent for service)

                                 (972) 699-2139
          (Telephone number, including area code, of agent for service)
                             -----------------------
CALCULATION OF REGISTRATION FEE

========================================================================================================================
                                                              Proposed                  Proposed                         
         Title of                                              maximum                   maximum                         
        securities                   Amount                   offering                  aggregate           Amount of
           to be                     to be                      price                   offering          registration
        registered             registered (1)(2)          per share (3)(4)            price (3)(4)           fee (4)
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01             1,800,000 Shares                $28.41                   $51,138,000         $14,217
value per share
========================================================================================================================
(1)      The  securities  to be  registered  include an  aggregate  of 1,800,000
         shares  reserved for issuance  under the Fossil,  Inc.  1993  Long-Term
         Incentive Plan, as amended (the "Plan").
(2)      Pursuant to Rule 416,  under the  Securities  Act of 1933,  as amended,
         this  Registration  Statement also covers such additional shares as may
         hereinafter  be offered or issued to prevent  dilution  resulting  from
         stock  splits,  stock  dividends,  recapitalizations  or certain  other
         capital adjustments.
(3)      Estimated solely for purpose of calculating the registration fee.
(4)      Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price
         per share of Common  Stock  offered  hereunder  pursuant to the Plan is
         calculated to be $28.41, which is the average of the highest and lowest
         price  per  share of  Common  Stock on the  Nasdaq  National  Market on
         January 11, 1999.
PART I

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to Plan  participants  as  specified by Rule  428(b)(1)  under the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Fossil, Inc. (the "Company") hereby  incorporates by  reference in this
Registration Statement the  following documents previously  filed by the Company
with the Securities and Exchange Commission (the "Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended January 3, 1998.

         (2)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended April 4, 1998.

         (3)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended July 4, 1998.

         (4)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended October 4, 1998.

         (5) The  Company's  Amendment No. 2 to  Registration  Statement on Form
8-A,  filed with the  Commission  on March 21, 1992,  including any amendment or
report filed for the purpose of updating such description.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

Delaware General Corporation Law

         Section  145(a) of the Delaware  General  Corporation  Law (the "DGCL")
provides  that a  corporation  may indemnify any person who was or is a party or
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believes to be in or not opposed to the best
interests  of the  corporation,  and with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe his conduct was unlawful.

                                      II-1
Section  145(b) of the DGCL provides  that a corporation  may indemnify
any  person  who  was or is a party  or  threatened  to be  made a party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed to the best  interests  of the  corporation  and except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

         Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         Section  145(d) of the DGCL  provides  that any  indemnification  under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation  only as authorized in the specific case upon a determination
that  indemnification  of the present or former director,  officer,  employee or
agent is proper in the circumstances because such director, officer, employee or
agent has met the applicable  standard of conduct set forth in  subsections  (a)
and (b) of Section  145.  Such  determination  shall be made (1) by the board of
directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or (2) if such a quorum  is not
obtainable,  or, even if obtainable,  if a quorum of disinterested  directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys'
fees)  incurred  by an officer or  director in  defending  any civil,  criminal,
administrative  or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including  attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and  conditions,  if any,  as the board of  directors
deems appropriate.

Certificate of Incorporation

         The Amended and Restated  Certificate of  Incorporation  of the Company
provides that a director of the Company  shall not be  personally  liable to the
Company or its stockholder for monetary  damages for breach of fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii) for a  transaction  from  which the  director  derived  an  improper
personal  benefit or (iv) in respect of certain  unlawful  dividend  payments or
stock purchases or redemptions.  If the DGCL is amended to authorize the further
elimination or limitation of the liability of directors,  but the liability of a
director of the Company,  in addition to the  limitation  on personal  liability
described  above,  shall be limited to the fullest extent permitted by the DGCL,
as so amended.  Further,  any repeal or  modification  of such  provision of the
Amended and Restated  Certificate of  Incorporation  by the  stockholders of the
Company shall be prospective only, and shall not adversely affect any limitation
on the personal  liability of a director of the Company  existing at the time of
such repeal or modification.

Bylaws

         The  Amended and  Restated  Bylaws of the  Company  provides  that each
person who was or is made a party or is  threatened  to be made a party to or is
involved  in  any  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative  or  investigative,  by  reason  of the fact  that he or she or a
person of whom he or she is the legal representative, is or was or has agreed to
become a director  or officer of the  Company or is or was serving or has agreed
to serve at the request of the Company as a director, officer, employee or agent
of  another  corporation  or of a  partnership,  joint  venture,  trust or other
enterprise,  including  service with respect to employee benefit plans,  whether
the basis of such  proceedings  is alleged  action in an official  capacity as a
director or officer or in any other  capacity while serving  or having agreed to

                                      II-2
serve as a director or officer,  shall be  indemnified  and held harmless by the
Company to the fullest extent  authorized by the DGCL, as an effect or as it may
be amended from time to time, against all expense, liability and loss (including
without  limitation,  attorneys' fees,  judgments,  fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by such person in connection therewith,  and such indemnification shall
continue as to a person who has ceased to serve in the capacity which  initially
entitled  such person to indemnity  hereunder  and shall inure to the benefit of
his or her heirs, executors and administrators.  The Bylaws also contain certain
provisions designed to facilitate receipt of such benefits by any such persons.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
                  Registration Statement.

         4.1      Fossil, Inc. 1993 Long-Term Incentive Plan, as amended

         5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

         23.2     Consent of Deloitte & Touche LLP, Independent Auditors

         24.1  Power  of  Attorney   (included   with  signature  page  of  this
               Registration Statement)

Item 9.  Undertakings.

         (a)      The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)  To include  any prospectus  required by  section
10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
arising after  the effective  date of  the Registration  Statement (or  the most
recent post-effective  amendment thereof)  which, individually  or in the aggre-
gate, represent a fundamental change  in the information set forth in the Regis-
tration Statement;

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the Registration
Statement or  any material  change  to  such  information  in  the  Registration
Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                      II-3
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the city of Richardson, Texas, on January 11, 1999:

                                FOSSIL, INC.

                                By:      /s/ Tom Kartsotis                      
                                        ----------------------------------------
                                        Tom Kartsotis, Chairman of the Board and
                                        Chief Executive Officer

         Each  individual  whose signature  appears below hereby  designates and
appoints Tom Kartsotis,  Randy S. Kercho and T.R. Tunnell, and each of them, any
one of whom may act  without  joinder  of the  other,  as his  true  and  lawful
attorney-in-fact  and  agent  (the  "Attorneys-in-Fact"),  with  full  power  of
substitution  and  resubstitution,  for such person and in such  person's  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this  Registration  Statement,  which
amendments  may make  such  changes  in this  Registration  Statement  as either
Attorney-in-Fact  deems appropriate,  and any registration statement relating to
the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933
and request to accelerate the effectiveness of such registration statements, and
to file each such amendment with all requests to accelerate the effectiveness of
such registration statements,  and to file each such amendment with all exhibits
thereto,  and all documents in connection  therewith,  with the  Securities  and
Exchange  Commission,  granting  unto  such  and each of them,  full  power  and
authority  to do and  perform  each and every  action  and thing  requisite  and
necessary  to be done as fully to all intents and  purposes as such person might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  such
Attorneys-in-Fact  or either of them, or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.  Pursuant to the  requirements
of the Securities Act of 1933,  this  Registration  Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature                                            Capacity                                             Date

/s/ Tom Kartsotis                                    Chairman of the Board, Chief                January 11, 1999
----------------------------                         Executive Officer and Director
Tom Kartsotis                                        (Principal Executive Officer)

/s/ Kosta N. Kartsotis                               President and Chief Operating               January 11, 1999
----------------------------                         Officer and Director
Kosta N. Kartsotis

/s/ Randy S. Kercho                                  Executive Vice President,                   January 11, 1999
----------------------------                         Chief Financial Officer and
Randy S. Kercho                                      Treasurer (Principal Financial
                                                     and Accounting Officer)   

/s/ Michael W. Barnes                                Executive Vice President                    January 11, 1999
----------------------------                         And Director
Michael W. Barnes

/s/ Jal S. Shroff                                    Director                                    January 11, 1999
----------------------------
Jal S. Shroff

                                      II-5
/s/ Kenneth W. Anderson                              Director                                    January 11, 1999
----------------------------
Kenneth W. Anderson

/s/ Alan J. Gold                                     Director                                    January 11, 1999
----------------------------
Alan J. Gold

/s/ Donald J. Stone                                  Director                                    January 11, 1999
----------------------------
Donald J. Stone
II-6
INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1      Fossil, Inc. 1993 Long-Term Incentive Plan, as amended

         5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

         23.2     Consent of Deloitte & Touche LLP, Independent Auditors

         24.1     Power of Attorney  (included   with  signature  page  of  this
                  Registration Statement)

                                      II-7