SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KERCHO RANDY

(Last)

(First)

(Middle)

2280 N. GREENVILLE

(Street)

RICHARDSON

75082

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOSSIL INC [ FOSL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	02/23/2004		A		4,500⁽²⁾	A	$0	28,875	D
Common Stock								13,500	I	Custodian for minor child

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$1.3087							01/10/1997	01/10/2006	Common Stock	22,275		22,275	D
Stock Options (Right to buy)	$1.6297							08/30/1996	08/30/2006	Common Stock	126,567		126,567	D
Stock Options (Right to buy)	$2.4692							02/06/1998	02/06/2007	Common Stock	50,628		50,628	D
Stock Options (Right to buy)	$2.5803							01/03/1996	01/03/2005	Common Stock	37,968		37,968	D
Stock Options (Right to buy)	$4.3333							01/12/1999	01/12/2008	Common Stock	75,937		75,937	D
Stock Options (Right to buy)	$4.9723							10/25/2003	10/25/2010	Common Stock	56,248		56,248	D
Stock Options (Right to buy)	$7.1111							02/02/2002	02/02/2010	Common Stock	44,998		44,998	D
Stock Options (Right to buy)	$8.0185							02/12/2001	02/12/2009	Common Stock	50,626		50,626	D
Stock Options (Right to buy)	$9.2223							01/14/2006	01/14/2012	Common Stock	56,249		56,249	D
Stock Options (Right to buy)	$11.6667							02/24/2004	02/24/2013	Common Stock	37,500		37,500	D
Stock Options (Right to buy)	$19.1333	02/23/2004		A		33,749		02/23/2005⁽³⁾	02/23/2014	Common Stock	33,749	$0	33,749	D

Explanation of Responses:

1. Restricted Stock

2. Shares issued pursuant to 2002 Resticted Stock Plan of Fossil, Inc., subject to the following schedule: 20% each on 2/23/2005, 2/23/2006, 2/23/2007, 2/23/2008, and 2/23/2009.

3. As to 20% each on 02/23/05, 02/23/06, 02/23/07, 02/23/08 and 02/23/09

	RANDY S KERCHO	05/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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