AMENDMENT NUMBER ONE
                                    TO THE
                 1993 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                                      OF
                                 FOSSIL, INC.


     The following Amendment to the 1993 Nonemployee Director Stock Option 
Plan of Fossil, Inc. (the "Plan"), as authorized by the Board of Directors of 
Fossil, Inc. (the "Company"), is adopted as of the effective date specified 
herein:

     Notwithstanding the provisions of paragraph 13 of the Plan, grants of 
Options under the Plan commencing on January 1, 1999, shall not be adjusted 
for the 3-for-2 split of the Common Stock of the Company effected as a stock 
dividend on April 8, 1998 to all stockholders of record on March 25, 1998.

     All other terms and conditions of the Plan shall remain in full force 
and effect.

     This amendment shall become effective as of December 31, 1998


     Fossil, Inc.

     
     By: 
         ------------------------------------
         Tom Kartsotis
         Chairman and Chief Executive Officer