AMENDMENT NUMBER THREE
                                     TO THE
                          1993 LONG-TERM INCENTIVE PLAN
                                       OF
                                  FOSSIL, INC.


     The following  Amendment to the 1993  Long-Term  Incentive  Plan of Fossil,
Inc. (The "Incentive  Plan"), as authorized by the Board of Directors of Fossil,
Inc. (the "Company"), is adopted as of the effective date specified herein:

     The first  sentence of paragraph 4 of the Incentive Plan is amended to read
as follows:

     "Common  Stock  Available  for Award.  There shall be available  for Awards
     granted wholly or partly in Common Stock (including rights or options which
     may be exercised  for or settled in Common  Stock)  during the term of this
     Plan an aggregate of 6,637,500 shares of Common Stock."

     This amendment shall become effective  immediately upon the approval of the
Amendment  by the  Stockholders  of the  Company at the 2001  Annual  Meeting of
Stockholders.

     Adopted this 19th day of March 2001.


     Fossil, Inc.



     By: ____________________________________
         T.R. Tunnell
         Executive Vice President,
         Chief Legal Officer & Secretary