Sec Form 4 Filing - GUNDY RICHARD @ FOSSIL INC - 2006-03-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GUNDY RICHARD 2. Issuer Name and Ticker or Trading Symbol FOSSIL INC [ FOSL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Advisory Director (Last) (First) (Middle) 2280 N. GREENVILLE AVE. 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2006 (Street) RICHARDSON, TX75082 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 03/16/2006 M 31,499 A $ 9.2223 42,925 ( 1 ) D Common Stock 03/16/2006 S 31,499 D $ 17.6448 11,426 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to buy) $ 4.9723 10/25/2003 10/25/2010 Common Stock 39,375 39,375 D Stock Options (Right to buy) $ 11.6667 02/24/2004 02/24/2013 Common Stock 38,250 38,250 D Stock Options (Right to buy) $ 9.2223 03/16/2006 M 31,499 01/14/2003 01/14/2012 Common Stock 31,499 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GUNDY RICHARD 2280 N. GREENVILLE AVE. RICHARDSON, TX75082 Former Advisory Director Signatures RICHARD H GUNDY 03/20/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )After giving effect to the transactions reported herein, this beneficial ownership amount includes 7,500 shares of restricted stock, 112 shares held through an IRA account and 3,814 shares held indirectly through a 401(k) plan account. In connection with Mr. Gundy's termination of employment, he forfeited 22,500 shares of restricted stock previously reported. ( 2 )Not applicable.

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).

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