CERTIFICATE OF AMENDMENT
                                     OF THE
            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  FOSSIL, INC.

         Fossil, Inc., a corporation organized  and existing under and by virtue
of the General  Corporation Law of the State of Delaware (the  "Company"),  does
hereby certify:

         FIRST:  That the  Board of  Directors  of the  Company  duly  adopted a
resolution  proposing  and declaring  advisable  the following  amendment to the
Second Amended and Restated Certificate of Incorporation of the Company:

         Paragraph 1 of Article IV is hereby  amended to read in its entirety as
follows:

         The  aggregate  number  of  shares of all  classes  of stock  which the
Corporation shall have authority to issue is 101,000,000  shares,  consisting of
1,000,000  shares of  preferred  stock,  par value  $0.01 per share  ("Preferred
Stock"),  and  100,000,000  shares of common  stock,  par value  $0.01 per share
("Common Stock").

         SECOND: The amendment of the Second Amended and Restated Certificate of
Incorporation  herein  certified  has been duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

         The effective  time of the  amendment  herein  certified  shall be upon
filing with the Delaware Secretary of State.

Signed and attested to on May 25, 2000.

                                  FOSSIL, INC.


                                  By:  /s/ T.R. Tunnell
                                       -----------------------------------------
                                  Print Name:  T.R. Tunnell
                                  Title:  Senior Vice President, Development
                                          and Chief Legal Officer

ATTEST:


By: /s/ Lisa Lapiska
    ----------------
Name: Lisa Lapiska
Title: Vice President, Human Resources