FOSSIL INC
11-K, 1999-06-29
WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS
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                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMISSION

                             Washington, D.C. 20549

                                    FORM 11-K

                 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998

                         Commission file number: 0-19848

         A. Full  title of the plan and the  address of the plan,  if  different
from that of the issuer named below:

                    Fossil, Inc. Savings and Retirement Plan

         B. Name of issuer of the  securities  held pursuant to the plan and the
address of its principal executive office:

                                  Fossil, Inc.
                               2280 N. Greenville
                             Richardson, Texas 75082

                              REQUIRED INFORMATION
                              --------------------

         The following financial statements shall be furnished for the plan:

         1. An audited  statement  of  financial  condition as of the end of the
latest two fiscal years of the plan (or such lesser  period as the plan has been
in existence).

         2. An audited  statement  of income and changes in plan equity for each
of the latest three fiscal years of the plan (or such lesser  period as the plan
has been in existence).

         3.  The  statements  required  by Items 1 and 2 shall  be  prepared  in
accordance  with the  applicable  provisions of Article 6A of Regulation S-X (17
CFR 210.6A-01-6A-05).

         4. In lieu of the  requirements  of Item 1-3  above,  plans  subject to
ERISA may file plan financial  statements  and schedules  prepared in accordance
with the financial  reporting  requirements  of ERISA. To the extent required by
ERISA,  the plan  financial  statements  shall  be  examined  by an  independent
accountant,   except  the  "limited  scope   exemption"   contained  in  Section
103(a)(3)(C) of ERISA shall not be available.

         Note: A written  consent of the  accountant is required with respect to
the plan annual financial  statements which have been  incorporated by reference
in a  registration  statement on Form S-8 under the  Securities Act of 1933. The
consent should be filed as an exhibit to this annual report.  Such consent shall
be currently dated and manually signed.




<PAGE>




                    FOSSIL, INC. SAVINGS AND RETIREMENT PLAN
                    ----------------------------------------

               Financial Statements as of and for the Years Ended
            December 31, 1998 and 1997, Supplemental Schedules as of
               December 31, 1998, and for the Year Then Ended, and
                          Independent Auditors' Report




<PAGE>




                    FOSSIL, INC. SAVINGS AND RETIREMENT PLAN
                    ----------------------------------------

                                                                           Pages
                                                                           -----

Independent Auditor's Report                                                   2

Financial Statements:

   Statements of Net Assets Available for
   Benefits as of December 31, 1998 and 1997                                   3

   Statement of Changes in Net Assets Available for
   Benefits as of December 31, 1998                                            4

   Statement of Changes in Net Assets Available for
   Benefits as of December 31, 1997                                            5

   Notes to Financial Statements                                           6 - 9

Supplemental Schedules:

   Item 27a - Schedule of Assets Held for Investment
   Purposes as of December 31, 1998                                           10

   Item 27d - Schedule of Reportable Transactions for the
   Year Ended December 31, 1998                                               11

Independent Auditors' Consent                                                 12




<PAGE>



INDEPENDENT AUDITORS' REPORT


To the Advisory Committee Fossil, Inc.

We have audited the accompanying statements of net assets available for benefits
of the Fossil,  Inc.  Savings and  Retirement  Plan (the  "Plan") as of December
31,1998 and 1997, and the related  statements of changes in net assets available
for  benefits  for the years then  ended.  These  financial  statements  are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits in  accordance  with  generally  accepted  accounting
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the net assets available for benefits of the Plan at December 31, 1998
and 1997,  and the changes in net assets  available  for  benefits for the years
then ended in conformity with generally accepted accounting principles.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole. The supplemental  information by fund is
presented  for  the  purpose  of  additional  analysis  of the  basic  financial
statements rather than to present information regarding the net assets available
for benefits and changes in net assets  available for benefits of the individual
funds,  and the  accompanying  supplemental  schedules  of (1)  assets  held for
investment  purposes at December 31, 1998, (2) reportable  transactions  for the
year ended December 31, 1998, and are  presented  for the purpose of  additional
analysis  and are not a required  part of the basic  financial  statements.  The
supplemental  schedules  are  required by the  Department  of Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security  Act of  1974.  The  supplemental  information  and  schedules  are the
responsibility  of the Plan's  management.  Such  supplemental  information  and
schedules have been  subjected to the auditing  procedures applied in our audits
and, in our opinion,  are fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.


/s/ Deloitte & Touche LLP
- -------------------------


June 21, 1999


                                      -2-




<PAGE>


<TABLE>
<CAPTION>

                    FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS




                                                                              December 31,      December 31,
                                                                                 1998               1997
                                                                           ----------------    ---------------
ASSETS

<S>                                                                                <C>                <C>
Investments, at Fair Value:
   Fidelity Mutual Funds:
      Retirement Government Money Market Fund                                   $   129,794        $   172,539
      Intermediate Bond Fund                                                        197,499            149,229
      Growth and Income Fund                                                      1,758,935          1,087,036
      Blue Chip Growth Fund                                                       1,828,337          1,124,335
   Fossil, Inc. Common Stock                                                        661,509            351,225
                                                                                -----------        -----------
      Total Investments                                                           4,576,074          2,884,364
                                                                                -----------        -----------

Cash                                                                                 68,045             43,802

Receivable Due from Fossil Partners, L.P.                                            15,723              6,327
                                                                                -----------        -----------

NET ASSETS AVAILABLE FOR BENEFITS                                                $4,659,842         $2,934,493
                                                                                ===========        ===========

</TABLE>


See notes to financial statements.





                                      -3-

<PAGE>


<TABLE>
<CAPTION>

                                     FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

                             STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                                       FOR THE YEAR ENDED DECEMBER 31, 1998




                                                                          SUPPLEMENTAL INFORMATION BY FUND

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

                                                     Retirement
                                                     Government    Intermediate   Growth and    Blue Chip    Fossil, Inc.
                                                    Money Market       Bond         Income        Growth       Common
                                                        Fund           Fund          Fund          Fund         Stock        Totals
                                                ------------------------------------------------------------------------------------
<S>                                                    <C>           <C>          <C>          <C>            <C>         <C>
Net Assets Available for Benefits,
  December 31, 1997                                    $167,545      $148,262     $1,097,012   $1,155,946     $365,728    $2,934,493


Investment Income:
  Net Appreciation in Fair Value of
   Investments                                                -         7,171        327,579      419,781      230,170       984,701
  Interest and Dividends                                  6,544         9,462         16,295        5,906        1,708        39,915
                                                      ---------      --------     ----------   ----------     --------    ----------
   Total Investment Income                                6,544        16,633        343,874      425,687      231,878     1,024,616
                                                      ---------      --------     ----------   ----------     --------    ----------

Additions:
  Rollover Transfers                                      2,918        11,675         12,277        9,996        6,451        43,317
  Contributions:
   Employer                                              11,311        15,375         70,715       70,822       22,892       191,115
   Employee                                              34,346        48,677        221,257      236,862       71,795       612,937
                                                      ---------      --------     ----------   ----------     --------    ----------
                    Total                                45,657        64,052        291,972      307,684       94,687       804,052
                    Contributions                     ---------      --------     ----------   ----------     --------    ----------

   Total Additions                                       48,575        75,727        304,249      317,680      101,138       847,369
                                                      ---------      --------     ----------   ----------     --------    ----------

Deductions:
  Benefits Paid                                           9,906         9,193         58,559       50,994       17,595       146,247
  Transfers Within Funds/Forfeitures Released            77,637        30,999       (101,270)     (17,644)      10,667           389
                                                      ---------      --------     ----------   ----------     --------     ---------
   Total Deductions                                      87,543        40,192        (42,711)      33,350       28,262       146,636
                                                      ---------      --------     ----------   ----------     --------     ---------

Net Assets Available for Benefits,
  December 31, 1998                                    $135,121      $200,430     $1,787,846   $1,865,963     $670,482    $4,659,842
                                                      =========      ========     ==========   ==========     ========    ==========
</TABLE>

See notes to financial statements.
                                      -4-
<PAGE>

<TABLE>
<CAPTION>


                                     FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

                              STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                                       FOR THE YEAR ENDED DECEMBER 31, 1997


                                                                           SUPPLEMENTAL INFORMATION BY FUND
                                                ----------------------------------------------------------------------
                                                  Retirement
                                                   Government    Intermediate   Growth and   Blue Chip    Fossil, Inc.
                                                  Money Market       Bond        Income        Growth       Common
                                                     Fund            Fund         Fund          Fund         Stock        Totals
                                                ---------------  ------------ ------------  ------------  -----------  ------------
<S>                                                    <C>           <C>        <C>           <C>            <C>         <C>
              Net Assets Available for Benefits,
                      December 31, 1996                $157,072      $ 87,003   $  653,736    $  738,342     $183,266    $1,819,419

                     Investment Income:
               Net Appreciation in Fair Value of
                            Investments                       -         1,262      207,812       204,757      158,348       572,179
                 Interest and Dividends                   8,967         7,044       10,493         6,894           90        33,488
                                                      ---------     ---------   ----------    ----------     --------    -----------
                Total Investment Income                   8,967         8,306      218,305       211,651      158,438       605,667
                                                      ---------     ---------   ----------    ----------     --------    -----------


                             Additions:
                     Rollover Transfers                   1,478        12,437       19,482        14,738        8,848        56,983
                         Contributions:
                               Employer                  13,771        13,291       56,294        63,624       17,017       163,997
                               Employee                  36,172        36,641      158,828       186,357       46,221       464,219
                                                      ---------     ---------   ----------    ----------     --------    -----------
     Total Contributions                                 49,943        49,932      215,122       249,981       63,238       628,216
                                                      ---------     ---------   ----------    ----------     --------    -----------
                        Total Additions                  51,421        62,369      234,604       264,719       72,086       685,199
                                                      ---------     ---------   ----------    ----------     --------    -----------
                            Deductions:
                          Benefits Paid                   5,802         6,108       49,244        84,274       30,365       175,793
     Transfers Within Funds/Forfeitures Released         44,113         3,308      (39,611)      (25,508)      17,697            (1)
                                                      ---------     ---------   ----------    ----------     --------    -----------
                       Total Deductions                  49,915         9,416        9,633        58,766       48,062       175,792
                                                      ---------     ---------   ----------    ----------     --------    -----------

              Net Assets Available for Benefits,
                      December 31, 1997                $167,545      $148,262   $1,097,012    $1,155,946     $365,728    $2,934,493
                                                      =========     =========   ===========   ==========     ========    ===========
</TABLE>



     See notes to financial statements.


                                      -5-



<PAGE>



                    FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

                          NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting:  The  accounting  records of the Fossil,  Inc.  Savings and
Retirement  Plan (the  "Plan"),  sponsored  by  Fossil,  Inc.  ("Fossil"  or the
"Employer"), are maintained on the accrual basis of accounting.

Use of Estimates:  The preparation of financial  statements,  in conformity with
generally accepted accounting principles,  requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Investments: Investments are presented in the financial statements at fair value
determined  by quoted market prices at the close of business on December 31. The
change in the  difference  between  fair value and the cost of the  investments,
including realized gains and losses, is reflected in the statement of changes in
net  assets  available  for  benefits  as net  appreciation  in  fair  value  of
investments during the year. Purchases and sales of securities are recorded on a
trade date basis. Interest and dividend income are recorded on an accrual basis.

Expenses:   Expenses incurred by the Plan are paid by Fossil.

Payment of Benefits:  Benefits are  recorded  when paid.  Included in net assets
available for plan  benefits as of December 31, 1998 and 1997,  are $493,676 and
$288,050, respectively, for amounts relating to terminated participants that had
not been processed and paid as of year end.

Reclassifications:  Certain  prior  year  amounts  have  been  reclassified  for
consistency purposes.

NOTE 2 - DESCRIPTION OF PLAN

The following brief  description of the Plan provides only general  information.
Participants  should refer to the Plan document for a more complete  description
of the Plan's provisions.

Plan Organization,  Amendments,  and General  Provisions:  The Plan is a defined
contribution plan covering  eligible  employees of eligible United States Fossil
subsidiaries.  The purpose of the Plan is to encourage  employees to  accumulate
savings for their retirement. The Plan is administered by Fossil Partners, L.P.,
a Fossil, Inc. affiliate.

The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").

Contributions  and Vesting:  The Plan is qualified  under Section  401(k) of the
Internal   Revenue   Code  (the   "Code").   Employees   are  eligible  to  make
contributions, after having been employed by Fossil for at least 12 months, from
amounts  subject to federal  income tax and such  amounts are  characterized  as
salary   deferral   contributions   by  Fossil.   The  maximum  salary  deferral
contribution  per year is the  lesser of 15% of gross pay or,  according  to the
Code,  $10,000  and $9,500  for 1998 and 1997,  respectively.  Th Plan  document
provides for  limitations  on salary  deferral  contributions  in the event of a
hardship withdrawal.




                                      -6-
<PAGE>

Fossil  generally makes a matching  contribution at the rate of 50% of the first
3% of the  participant's  salary  deferral  contribution  and 25% on the next 3%
thereof.  Fossil may also make additional  profit sharing  contributions  at the
discretion of the Plan's Advisory  Committee.  No such additional  discretionary
contributions   were  made  for  1998  or  1997.   Vesting  in  salary  deferral
contributions  is 100%.  Vesting in  matching  contributions  is 20% per year of
service.  An employee is credited  with a year of service when 1000 actual hours
of  service  have been  attained  during a plan year (the 12  consecutive  month
period ending December 31).

Currently, participants can elect to have their contributions invested in any of
several  investment  options which are described in Note 3. The participants can
change  elections and can also reallocate  those funds already  invested between
available  investment  options  effective  at the  beginning  of  each  calendar
quarter. The Plan also allows rollover transfers from other qualified plans. The
Plan limits the  participant's  purchase of Fossil  Common Stock to a maximum of
25% of salary  deferral  contributions.  In the case of a transfer  reallocation
within the Plan or a rollover  transfer into the Plan, there is a maximum of 25%
of the participant's total balance that may be allocated to Fossil Common Stock.

In addition,  hardship  withdrawals are permitted for certain expenses including
medical  expense,  tuition  expenses,  funeral  expenses,  purchase of a primary
residence, needs to prevent eviction from principal residence, and needs arising
from a participant's disability.

Forfeitures of non-vested employer  contribution  account balances are generally
reallocated each year to the remaining participants based upon the participant's
matching  contribution  for that  quarter.  The  Plan  additionally  allows  for
forfeitures  to be used to lower future  employer  contributions.  For 1998,  no
forfeitures were reallocated.  For 1997, all forfeitures were reallocated to the
participants.

Distribution  of  Benefits:  Distributions  of vested  benefits may be made to a
participant  upon retirement,  disability,  death, or termination of employment.
Prior to the age of 65, a  participant,  while  employed,  may make a withdrawal
from his salary  contributions  account in the event that the participant has an
immediate and  substantial  financial  need, as defined in Section 401(k) of the
Code, subject to certain conditions contained in the Plan document.

Distributions of vested benefits under the Plan are paid to the participant or a
beneficiary in the form of a lump sum or partial distribution.

Any  withdrawals  from the Plan will generally be subject to federal income tax.
Taxes  may  be  postponed  by  "rolling  over"  the  proceeds  to an  individual
retirement  plan or to another  qualified plan. An additional 10% excise tax may
be imposed  on the  taxable  portion of  distributions  and  withdrawals  before
attaining  age 65. The  additional  tax is not  imposed for  distributions  made
pursuant to death,  disability,  termination  of employment  after age 59 1/2, a
qualified domestic order, and other reasons enumerated in the Code.

Amendment or  Termination:  Fossil has reserved the right to amend,  modify,  or
terminate the Plan at any time, subject to the Plan document and applicable laws
and regulations. Fossil has no intentions of terminating the Plan, and Fossil is
not aware of any occurrences that could reasonably  result in the termination of
the Plan.



NOTE 3 - PLAN INVESTMENTS

The Plan's investments are held by Fidelity  Investments  (several of Fidelity's
mutual funds) after being  transferred  from Fidelity  Institutional  Retirement
Services Company (also, several of Fidelity's mutual funds) in November of 1998,
and by Southwest  Securities  (Fossil  Common  Stock).  The initial  purchase of
Fossil Common Stock by the Plan was through a stock issuance by Fossil and is in
the  Plan's  name and on record at  Southwest  Securities.  Fidelity  Retirement
Government  Money Market Fund: This is a money market fund which seeks as high a
level of current income as is consistent  with the  preservation  of capital and
liquidity by investing in obligations of the U.S. government and its agencies.

                                      -7-
<PAGE>

Fidelity  Intermediate  Bond Fund:  This is a fund  which  seeks a high level of
income by investing in high  quality,  fixed  income  obligations  with a dollar
weighted average portfolio maturing in three to five years.

Fidelity Growth and Income Fund:  This is a fund which seeks  long-term  capital
growth,  current  income,  and  growth  of  income  consistent  with  reasonable
investment  risk by investing in  securities  of companies  that offer growth of
earnings  potential  while  paying  current  dividends.  The fund invests in any
combination  of common  stock,  convertible  securities,  preferred  stock,  and
corporate bonds. Securities may be of foreign or domestic issuers.

Fidelity  Blue Chip Growth  Fund:  This is a fund which seeks  growth of capital
over the long term by investing  primarily in a diversified  portfolio of common
stocks  of well  known  and  established  companies  with at least  65% of these
securities issued by "blue chip" companies.

Fossil Common Stock: This is a fund which invests in the common stock of Fossil.


<TABLE>
<CAPTION>

                                                                      December 31, 1998

                                                                          Number
                                                                         of Plan                  Number of
                                                                        Participants            Units Held in
                                                        Unit               With                   Participant            Market
              Fund                                   Valuation           Balances                   Accounts              Value
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                  <C>                       <C>             <C>

                           Fidelity Mutual Funds:
               Retirement Government Money Market     $ 1.00               107                       129,794         $   129,794
                                Intermediate Bond      10.27               123                        19,231             197,499
                                Growth and Income      45.84               222                        38,371           1,758,935
                                 Blue Chip Growth      50.39               224                        36,284           1,828,337
- --------------------------------------------------------------------------------------------------------------------------------
                        Fossil, Inc. Common Stock      28.75               163                        23,009             661,509
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<TABLE>
<CAPTION>

                                                                      December 31, 1997

                                                                          Number
                                                                         of Plan                  Number of
                                                                        Participants            Units Held in
                                                        Unit               With                   Participant            Market
              Fund                                   Valuation           Balances                   Accounts              Value
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                  <C>                       <C>             <C>
                           Fidelity Mutual Funds:
               Retirement Government Money Market     $ 1.00               100                       172,539         $   172,539
                                Intermediate Bond      10.17               106                        14,673             149,229
                                Growth and Income      38.10               202                        28,531           1,087,036
                                 Blue Chip Growth      39.46               202                        28,493           1,124,335
- --------------------------------------------------------------------------------------------------------------------------------
                        Fossil, Inc. Common Stock      16.67               133                        21,073             351,225
- --------------------------------------------------------------------------------------------------------------------------------


</TABLE>

                                      -8-


<PAGE>
NOTE 4 - INCOME TAX STATUS

The Internal  Revenue Service has issued a  determination  letter dated July 23,
1994,  that the Plan  qualifies  under  section  401(a) of the Code of 1986,  as
amended, and is exempt from federal income tax under section 501(a) thereof.

The  Plan has been  amended  since  receiving  the  last  determination  letter.
However,  the Plan's  administrator  and the Plan's tax counsel believe that the
Plan is  designed  and is  currently  being  operated  in  compliance  with  the
applicable requirements of the Code.

Elective  contributions made by participants,  matching employer  contributions,
profit sharing employer contributions,  interest, dividends, and net profit from
the sale of securities need not be reported by  participants  for federal income
tax  purposes   until  their  account  is  wholly  or  partially   withdrawn  or
distributed.

NOTE 5 - NET APPRECIATION IN FAIR VALUE OF INVESTMENTS

The following table details the net change in fair value by type of investment:

<TABLE>
<CAPTION>
                                                                                               Year Ended
                                                                                 ------------------------------------
                                                                                    December 31,      December 31,
                                                                                       1998               1997
                                                                                 -----------------  -----------------
<S>                                                                                       <C>                <C>

                Fidelity Mutual Funds                                                     $754,531           $413,831
            Fossil, Inc. Common Stock                                                      230,170            158,348
                                                                                 -----------------  -----------------
      Net Appreciation in Fair Value of Investments                                       $984,701           $572,179
                                                                                 =================  =================
</TABLE>

NOTE 6 - RECONCILIATION TO FORM 5500

The following is a  reconciliation  of net assets available for benefits per the
financial statements to the Form 5500:

<TABLE>
<CAPTION>
                                                                                               Year Ended
                                                                                 ------------------------------------
                                                                                     December 31,     December 31,
                                                                                         1998             1997
                                                                                 -----------------  -----------------
<S>                                                                                     <C>                <C>

                  Net Assets Available for Benefits per the Financial Statements        $4,659,842         $2,934,493
             Less - Amounts Allocated to Withdrawing Participants                           36,055                428
                                                                                 -----------------  -----------------
              Net Assets Available for Benefits per the Form 5500                       $4,623,787         $2,934,065
                                                                                 =================  =================
</TABLE>

The  following is a  reconciliation  of benefits  paid to  participants  per the
financial statements to the Form 5500:

<TABLE>
<CAPTION>
                                                                                                            Year Ended
                                                                                                            December 31,
                                                                                                               1998
                                                                                                         -----------------

<S>                                                                                                          <C>

Benefits Paid to Participants per the Financial Statements                                                   $146,247
Add - Amounts Allocated to Withdrawing Participants at December 31, 1998                                       36,055
Less - Amounts Allocated to Withdrawing Participants at December 31, 1997                                        (428)
Add - Amounts Allocated to Withdrawing Participants at December 31, 1997 Forfeited                                389
                                                                                                         -----------------
       Benefits Paid to Participants per the Form 5500                                                       $182,263
                                                                                                         =================
</TABLE>

Amounts allocated to withdrawing  participants are recorded on the Form 5500 for
benefit  claims that have been  processed  and  approved  for  payment  prior to
December 31 but not yet paid as of that date.
                                      -9-
<PAGE>

<TABLE>
<CAPTION>


                                     FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

                            ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES






                                                                                                                      (e) Current
 (a)          (b) Identity of Issue         (c) Description of Investment                        (d) Cost                Value
 ---          ---------------------         -----------------------------                   ------------------     -----------------
<S>           <C>                           <C>                                                  <C>                  <C>
              Fidelity Mutual               Retirement Government Money Market Fund              $  129,794           $  129,794
              Fidelity Mutual               Intermediate Bond Fund                                  196,607              197,499
              Fidelity Mutual               Growth and Income Fund                                1,705,762            1,758,935
              Fidelity Mutal                Blue Chip Growth Fund                                 1,715,902            1,828,337
              Fossil, Inc.                  Common Stock, $0.01 Par                                 256,388              661,509
                                                                                            ------------------     -----------------
                Total Investments                                                                $4,004,453           $4,576,074
                                                                                            ==================     =================
</TABLE>


                                      -10-



<PAGE>


<TABLE>
<CAPTION>

                                     FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

                                  ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS

                                           YEAR ENDED DECEMBER 31, 1998




                                                                                                            (h)Current
                                                                                  (f)Expense              Value of Asset
                                                 (c)Purchase (d)Selling (e)Lease Incurred With (g)Cost  On Transaction   (i)Net Gain
(a)Identity of Party (b)Description of Investmemt   Price        Price    Rental  Transaction  of Asset       Date        or (Loss)
- -------------------- ---------------------------- ----------------------------------------------------------------------------------
<S>                    <C>                        <C>          <C>       <C>       <C>          <C>         <C>           <C>
   Single
Fidelity Retirement    Intermediate Bond Fund           -      $  182,401     -           -     $  185,614  $  182,401    $ (3,213)
     Services
Fidelity Retirement    Growth & Income Fund             -       1,638,989     -           -      1,453,728   1,638,989     185,261
     Services
Fidelity Retirement    Blue Chip Growth Fund            -       1,672,813     -           -      1,483,098   1,672,813     189,715
     Services
Fidelity Institutional Intermediate Bond Fund     $  182,401                  -           -        182,401     182,401           0
     Brokerage
Fidelity Institutional Growth & Income Fund        1,638,989                  -           -      1,638,989   1,638,989           0
     Brokerage
Fidelity Institutional Blue Chip Growth Fund       1,672,813                  -           -      1,672,813   1,672,813           0
     Brokerage

   Series
Fidelity Retirement    Growth & Income Fund          259,503       -          -           -        259,503     259,503           0
     Services
Fidelity Retirement    Blue Chip Growth Fund         279,468       -          -           -        279,468     279,438           0
     Services
Fidelity Retirement    Intermediate Bond Fund        191,435       -          -           -        194,477     191,435      (3,042)
     Services
Fidelity Retirement    Growth & Income Fund             -       1,692,616     -           -      1,509,552   1,692,616     183,064
     Services
Fidelity Retirement    Blue Chip Growth Fund            -       1,718,435     -           -      1,529,191   1,718,435     189,244
     Services
Fidelity Institutional Intermediate Bond Fund        204,380       -          -           -        204,380     204,380           0
     Brokerage
Fidelity Institutional Growth & Income Fund        1,699,536       -          -           -      1,699,536   1,699,536           0
     Brokerage
Fidelity Institutional Blue Chip Growth Fund       1,740,996       -          -           -      1,740,996   1,740,996           0
     Brokerage

</TABLE>

                                      -11-





<PAGE>




INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by reference  in  Registration  Statement  No.
33-65980 on Form S-8,  Registration  Statement No.  33-77526 on Form S-8 and the
Post-Effective  Amendment No. 1 thereto and Registration Statement No. 333-70477
on Form S-8 of our report dated June 21, 1999, included in this Annual Report on
Form 11-K of the Fossil,  Inc.  Savings and  Retirement  Plan for the year ended
December 31, 1998.



/s/     Deloitte & Touche, LLP
- ------------------------------
Dallas, Texas
June 29, 1999


                                      -12-


<PAGE>



                                   SIGNATURES

     The Plan.  Pursuant to the requirements of Securities Exchange Act of 1934,
the Advisory  Committee  which  administers the Plan has duly caused this annual
report to be signed on its behalf by the undersigned,  thereunto duly authorized
in the City of Richardson, State of Texas, on June 29, 1999.

                               FOSSIL, INC. SAVINGS AND RETIREMENT PLAN



                               /s/ Randy S. Kercho
                               -------------------------------------------------
                               Randy S. Kercho, Member of the Advisory Committee


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
annual report has been signed below by the following persons in their capacities
as members of the Advisory Committee of the Fossil,  Inc. Savings and Retirement
Plan and on the dates indicated.

Signature                                                     Date
- ---------                                                     ----

/s/ Randy S. Kercho                                           June 29, 1999
- ------------------------------------
Randy S. Kercho


/s/ Dave Morgan                                               June 29, 1999
- ------------------------------------
Dave Morgan


/s/ Michael W. Barnes                                         June 29, 1999
- ------------------------------------
Michael W. Barnes



                                      -13-


<PAGE>



                                  Exhibit Index


Exhibit
Number                         Document Description
- ------                         --------------------

23(b)                     Consent of Deloitte & Touche (as contained on page 12)




                                      -14-


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