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^*

SHROFF JAL S

(Last)

(First)

(Middle)

2280 N. GREENVILLE AVE.

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Managing Director, Fossil East

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2006

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	05/03/2006		M		37,968	A	$2.4692	870,672	D
Common Stock	05/03/2006		M		37,968	A	$2.4692	75,936	I	By Spouse

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)	$4.3333							01/12/1999	01/12/2008	Common Stock	26,578		26,578	D
Stock Options (Right to buy)	$7.1111							02/02/2001	02/02/2010	Common Stock	11,250		11,250	D
Stock Options (Right to buy)	$7.5833							01/22/2002	01/22/2011	Common Stock	16,875		16,875	D
Stock Options (Right to buy)	$8.0185							02/12/2000	02/12/2009	Common Stock	16,875		16,875	D
Stock Options (Right to buy)	$9.2223							01/14/2003	01/14/2012	Common Stock	16,874		16,874	D
Stock Options (Right to buy)	$11.6667							02/24/2004	02/24/2013	Common Stock	15,000		15,000	D
Stock Options (Right to buy)	$19.1333							02/23/2005	02/23/2014	Common Stock	15,000		15,000	D
Stock Options (Right to buy)	$25.77							03/08/2006	03/08/2015	Common Stock	10,000		10,000	D
Stock Options (Right to buy)	$2.4692	05/03/2006		M			37,968	02/06/1998	02/06/2007	Common Stock	37,968	⁽¹⁾	0	D
Stock Options (Right to buy)	$4.3333							01/12/1999	01/12/2008	Common Stock	26,578		26,578	I	By Spouse
Stock Options (Right to buy)	$7.1111							02/02/2001	02/02/2010	Common Stock	22,500		22,500	I	By Spouse
Stock Options (Right to buy)	$7.5833							01/22/2002	01/22/2011	Common Stock	16,874		16,874	I	By Spouse
Stock Options (Right to buy)	$8.0185							02/12/2000	02/12/2009	Common Stock	16,875		16,875	I	By Spouse
Stock Options (Right to buy)	$9.2223							01/14/2003	01/14/2012	Common Stock	16,873		16,873	I	By Spouse
Stock Options (Right to buy)	$11.6667							02/24/2004	02/24/2013	Common Stock	15,000		15,000	I	By Spouse
Stock Options (Right to buy)	$19.1333							02/23/2005	02/23/2014	Common Stock	15,000		15,000	I	By Spouse
Stock Options (Right to buy)	$25.77							03/08/2006	03/08/2015	Common Stock	10,000		10,000	I	By Spouse
Stock Options (Right to buy)	$2.4692	05/03/2006		M			37,968	02/06/1998	02/06/2007	Common Stock	37,968	⁽¹⁾	0	I	By Spouse

Explanation of Responses:

1. Not applicable.

	Randy S. Hyne, Attorney-in-Fact	05/26/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.