Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SHROFF JAL S
   2. Issuer Name and Ticker or Trading Symbol
FOSSIL INC [FOSL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2280 N. GREENVILLE AVE.		 3. Date of Earliest Transaction (Month/Day/Year)
02/02/2009
(Street)

RICHARDSON, TX 75082		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/02/2009   J(1) V 16,875 A $ 0 897,851 I Healing Light Limited
Common Stock 02/02/2009   J(1) V 16,875 D $ 0 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 7.5833             01/22/2002 01/22/2011 Common Stock 16,875   16,875 D  
Stock Options (Right to Buy) $ 25.77             03/08/2006 03/08/2015 Common Stock 10,000   10,000 D  
Stock Options (Right to Buy) $ 9             03/25/2008 02/02/2010 Common Stock 11,250   11,250 D  
Stock Options (Right to Buy) $ 11.8178             03/25/2008 01/14/2012 Common Stock 16,874   16,874 D  
Stock Options (Right to Buy) $ 11.7133             03/25/2008 02/24/2013 Common Stock 15,000   15,000 D  
Stock Options (Right to Buy) $ 22.48             03/25/2008 02/23/2014 Common Stock 15,000   15,000 D  
Stock Options (Right to Buy) $ 31.24             06/01/2008 06/01/2017 Common Stock 20,000   20,000 D  
Stock Options (Right to Buy) $ 30.71             03/15/2009 03/15/2018 Common Stock 10,000   10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHROFF JAL S
2280 N. GREENVILLE AVE.
RICHARDSON, TX 75082		   X      

Signatures

 /s/ Randy S. Hyne, Attorney-in-Fact   02/10/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These transactions are reported as acquisitions or dispositions, however the transactions reflect a change in beneficial ownership only; Jal and Pervin Shroff are the sole shareholders of Healing Light Limited.

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