AMENDMENT NUMBER TWO
                                     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 3,525,000 shares of Common Stock."

         This amendment shall become effective  immediately upon the approval of
the Amendment by the  Stockholders  of the Company at the 1998 Annual Meeting of
Stockholders.

         Adopted this 3rd day of March 1998.


         Fossil, Inc.



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