As filed with the Securities and Exchange Commission on March 28, 2002
                                                      Registration No. 333-76986
 ===============================================================================
 ===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                           TRIMBLE NAVIGATION LIMITED
             (Exact name of registrant as specified in its charter)

           California                                         94-2802192
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)
                              645 North Mary Avenue
                           Sunnyvale, California 94088
                                 (408) 481-8000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                               Steven W. Berglund
                      President and Chief Executive Officer
                           Trimble Navigation Limited
                              645 North Mary Avenue
                           Sunnyvale, California 94088
                                 (408) 481-8000
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                                   Copies to:
                            Thomas C. DeFilipps, Esq.
                              Thomas C. Klein, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300

Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this registration statement.
If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]
If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. [ ]
If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]




                         CALCULATION OF REGISTRATION FEE
========================================= ========================= ====================== ====================== =================
                                                                          Proposed               Proposed
                                                                           Maximum                Maximum
                                                   Amount                 Offering               Aggregate            Amount of
         Title of Securities to                    to be                    Price                Offering            Registration
             be Registered                       Registered               Per Share                Price                 Fee
----------------------------------------- ------------------------- ---------------------- ---------------------- -----------------
----------------------------------------- ------------------------- ---------------------- ---------------------- -----------------
                                                                                                          
Common Stock, no par value............             3,063,341               $15.09(1)            $46,225,816            $4,253
----------------------------------------- ------------------------- ---------------------- ---------------------- -----------------
----------------------------------------- ------------------------- ---------------------- ---------------------- -----------------
Common  Stock,  no par  value,  issuable             612,672               $19.475(2)           $11,931,787            $1,098
   upon    exercise   of   warrants   to
   purchase shares of Common Stock....
----------------------------------------- ------------------------- ---------------------- ---------------------- -----------------
----------------------------------------- ------------------------- ---------------------- ---------------------- -----------------
Totals................................             3,676,013(1)              --                 $58,157,603            $5,351(3)
========================================= ========================= ====================== ====================== =================

(1)      The Proposed Maximum Offering Price Per Share is estimated solely for
          the purpose of calculating the registration fee in accordance with
          Rule 457(c) under the Securities Act of 1933, as amended, using the
          average of the high and low price reported by the Nasdaq National
          Market for the common stock on January 16, 2002, which was
          approximately $15.09 per share.
 (2)      The Proposed Maximum Offering Price Per Share was determined in
          accordance with Rule 457(g) under the Securities Act of 1933, as
          amended, under which rule the per share price is estimated by
          reference to the exercise price of the securities, which is $19.475.
 (3)      Previously paid.
               --------------------------------------------------
     The registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  registration  statement  shall become
effective on such date as the  Commission  acting  pursuant to said Section 8(a)
may determine.
================================================================================




The  information  in this  preliminary  prospectus  is not  complete  and may be
changed. These securities may not be sold until the registration statement filed
with the  Securities  and Exchange  Commission  is effective.  This  preliminary
prospectus  is not an offer to sell  nor  does it seek  and  offer to buy  these
securities in any jurisdiction where the offer of sale is not permitted.


                   Subject to Completion, Dated March 28, 2002

Prospectus

                           Trimble Navigation Limited

                                3,676,013 Shares

                                  Common Stock






     This  prospectus  relates to 3,676,013  shares of our common stock,  no par
value,  which may be sold from time to time by the  selling  shareholders  named
herein,  or their  transferees,  pledges,  donees or  successors.  These  shares
include  612,672  shares that are  issuable  upon the  exercise  of  outstanding
warrants.  The shares were  initially  sold,  and the  warrants  were  initially
issued, in private placement transactions in December 2001 and January 2002.

     The shares are being registered to permit the selling  shareholders to sell
the shares from time to time in the public market. The shareholders may sell the
common stock through ordinary brokerage transactions,  directly to market makers
of our shares or through any other means  described in the section  beginning on
page 10 titled  "Plan of  Distribution."  We cannot  assure you that the selling
shareholders will sell all or any portion of the common stock offered hereby. We
will not receive any of the proceeds from this  offering,  although we have paid
the  expenses  of  preparing  this  prospectus  and  the  related   registration
statement.

     Shares of our common stock are quoted on the Nasdaq  National  Market under
the symbol "TRMB." The last reported sale price of the common stock on March 22,
2002, was $15.95 per share.

     We are a  California  corporation  formed in January  1981.  Our  principal
executive offices are located at 645 North Mary Ave., Sunnyvale,  California and
our telephone number is (408) 481-8000.

     Investing in our common stock involves risks. See "Risk Factors"  beginning
on page 3 to read about risk factors you should consider  before  purchasing our
common stock.

               --------------------------------------------------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

               --------------------------------------------------



                The date of this prospectus is_______ ___, 2002.






     You  should  rely only on the  information  incorporated  by  reference  or
provided in this prospectus or a prospectus supplement or amendment. We have not
authorized  anyone else to provide you with  different  information.  We are not
making  an  offer  of these  securities  in any  state  where  the  offer is not
permitted.  You  should  not  assume the  information  in this  prospectus  or a
prospectus  supplement  or  amendment  is accurate as of any date other than the
date on the front of the documents.


                                TABLE OF CONTENTS

ABOUT TRIMBLE.................................................................3

RISK FACTORS..................................................................3

USE OF PROCEEDS..............................................................10

SELLING SHAREHOLDERS.........................................................10

PLAN OF DISTRIBUTION.........................................................12

EXPERTS......................................................................13

VALIDITY OF COMMON STOCK.....................................................13

INFORMATION INCORPORATED BY REFERENCE........................................13

AVAILABLE INFORMATION........................................................14



     Some  of  the  statements  under  "Risk  Factors"  and  elsewhere  in  this
prospectus  constitute  forward-looking  statements.  These statements relate to
future events or our future financial  performance and involve known and unknown
risks, uncertainties and other factors that may cause our actual results, levels
of activity,  performance or  achievements  to be materially  different from any
future results,  levels of activity,  performance or  achievements  expressed or
implied by the  forward  looking  statements.  In some cases,  you can  identify
forward  looking  statements by  terminology  such as "may,"  "will,"  "should,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  "continue" or the negative terms or other comparable  terminology.
In  evaluating  these  statements,  you  should  specifically  consider  various
factors, including the risks outlined under "Risk Factors."

     Although we believe that the expectations in the forward-looking statements
contained in this prospectus are reasonable we cannot  guarantee future results,
levels of  activity  and  performance  achievements.  You should not place undue
reliance on these forward-looking statements.


                                       -2-



                                  ABOUT TRIMBLE

     Trimble   Navigation   Limited,   a   California   corporation,   develops,
manufactures and distributes  innovative  products enabled by Global Positioning
System ("GPS") optical, laser and wireless communications technology. We provide
end-users  and  original  equipment  manufacturers  with  solutions  for diverse
applications  including  agriculture,  engineering and  construction,  fleet and
asset  management,  timing,  automobile  navigation and military.  Our principal
products,   which  utilize  substantial  amounts  of  proprietary  software  and
firmware,  are  integrated  systems  for  collecting,  analyzing  and  utilizing
position data in forms optimized for specific end-user applications.

                                  RISK FACTORS

     You should  carefully  consider  the  following  risk factors and all other
information  contained in this prospectus before participating in this offering.
Investing  in our common  stock  involves a high  degree of risk.  If any of the
following risks actually occur,  our business,  operating  results and financial
condition  could be  materially  harmed  and you might  lose all or part of your
investment.

Our Annual and Quarterly Performance May Fluctuate.

     Our operating  results have  fluctuated  and can be expected to continue to
fluctuate in the future on a quarterly  and annual basis as a result of a number
of factors, many of which are beyond our control. Results in any period could be
affected by changes in market  demand,  competitive  market  conditions,  market
acceptance  of  new or  existing  products,  fluctuations  in  foreign  currency
exchange  rates,  the  cost and  availability  of  components,  our  ability  to
manufacture and ship products,  the mix of our customer base and sales channels,
the mix of  products  sold,  our  ability  to expand  our  sales  and  marketing
organization  effectively,  our ability to attract and retain key  technical and
managerial  employees,  the timing of shipments of products under  contracts and
sale of licensing rights, and general global economic  conditions.  In addition,
demand for our  products  in any  quarter  or year may vary due to the  seasonal
buying  patterns  of our  customers  in the  agricultural  and  engineering  and
construction industries.  Due to the foregoing factors, our operating results in
one  or  more  future   periods  are  expected  to  be  subject  to  significant
fluctuations.  The price of our common stock could decline  substantially in the
event such  fluctuations  result in our  financial  performance  being below the
expectations of public market analysts and investors,  which are based primarily
on historical models that are not necessarily  accurate  representations  of the
future.

Our Operating Results in Each Quarter May Not Accurately Reflect Business
Activity in Each Quarter.

     Due,  in part,  to the buying  patterns  of our  customers,  a  significant
portion of our quarterly  revenues  occurs from orders  received and immediately
shipped to  customers in the last few weeks and days of each  quarter,  although
our operating expenses tend to remain constant. If for any reason expected sales
are  deferred,  orders are not received,  or shipments  were to be delayed a few
days at the end of a quarter,  our operating  results and reported  earnings per
share for that quarter could be significantly impacted.

Our Gross Margin Is Subject to Fluctuation.

     Our gross margin is affected by a number of factors, including product mix,
product  pricing,  cost of  components,  foreign  currency  exchange  rates  and
manufacturing  costs.  For example,  since our Engineering and  Construction and
Geographic  Information  Systems  (GIS)  products  generally  have higher  gross
margins than our Component Technologies products,  absent other factors, a shift
in sales toward  Engineering and  Construction

                                       -3-



and GIS products would lead to a gross margin improvement. On the other hand, if
market conditions in the highly competitive Engineering and Construction and GIS
market  segments  forced us to lower unit  prices,  we would suffer a decline in
gross  margin  unless we were able to timely  offset  the price  reduction  by a
reduction in  production  costs or by sales of other  products with higher gross
margins. A decline in gross margin could have a material effect on our operating
results.

We Are Dependent on a Sole Manufacturer for Our Products and on Sole Suppliers
of Critical Parts for Our Products.

     With the selection of Solectron  Corporation in August 1999 as an exclusive
manufacturing  partner for many of our GPS products previously  manufactured out
of our Sunnyvale facilities, we are substantially dependent upon a sole supplier
for the  manufacture  of our products.  Under the agreement with  Solectron,  we
provide to Solectron a twelve-month  product  forecast and place purchase orders
with  Solectron  sixty  calendar  days in advance of the  scheduled  delivery of
products to our customers.  Although  purchase  orders placed with Solectron are
cancelable,  the  terms of the  agreement  would  require  us to  purchase  from
Solectron  all material  inventory not  returnable or usable by other  Solectron
customers.  Accordingly, if we inaccurately forecast demand for our products, we
may be unable to obtain adequate  manufacturing  capacity from Solectron to meet
customers'  delivery  requirements or we may accumulate excess  inventories,  if
such inventories are not usable by other Solectron customers.

     In addition,  we rely on sole suppliers for a number of our critical ASICS.
We have experienced  shortages of supplies,  including ASICS, in the past. As an
example,  we were  affected by  industry-wide  shortages  of memory  devices and
electronic  components  that  reached  their  most  severe  impact  in the third
calendar  quarter of 2000.  Our current  reliance on sole or a limited  group of
suppliers involves several risks,  including a potential  inability to obtain an
adequate  supply of required  components and reduced  control over pricing.  Any
inability to obtain  adequate  deliveries or any other  circumstance  that would
require  us to  seek  alternative  sources  of  supply  or to  manufacture  such
components  internally  could  significantly  delay  our  ability  to  ship  our
products,   which  could  damage  relationships  with  current  and  prospective
customers and could harm our reputation  and brand,  which could have a material
adverse effect on our business.

Our Credit Agreement Contains Stringent Financial Covenants.

     Two of the financial  covenants in our Credit Agreement with ABN AMRO Bank,
N.V. and certain other banks,  dated as of July 14, 2000 as amended (the "Credit
Agreement"),  minimum  fixed charge  coverage and maximum  leverage  ratio,  are
extremely sensitive to changes in earnings before interest,  taxes, depreciation
and amortization  ("EBITDA").  In turn,  EBITDA is highly correlated to revenues
and cost  cutting.  Due to  uncertainties  associated  with the  downturn in the
worldwide economy, our future revenues by quarter are becoming increasingly more
difficult  to forecast and we have  recently  put in place  various cost cutting
measures,  including the consolidation of service functions and centers, closure
of redundant offices, consolidation of redundant product lines and reductions in
staff.  If revenues  should decline at a faster pace than the rate of these cost
cutting measures, on a quarter to quarter basis we may not be in compliance with
the two  above  mentioned  financial  covenants.  If we  default  on one or more
covenants, we will have to obtain either negotiated waivers or amendments to the
Credit  Agreement.  If we are unable to obtain such waivers or  amendments,  the
banks  would  have the  right  to  accelerate  the  payment  of our  outstanding
obligations  under the Credit  Agreement,  which  would have a material  adverse
effect on our  financial  condition and  viability as an operating  company.  In
addition,  a  default  under  one of  our  debt  instruments  may  also  trigger
cross-defaults  under our other debt instruments.  An event of default under any
debt instrument, if not cured or waived, could have a material adverse effect on
us.

                                       -4-


Our Substantial Indebtedness Could Materially Restrict Our Operations and
Adversely Affect Our Financial Condition.

     We now have, and for the foreseeable  future will have, a significant level
of   indebtedness.   Our   substantial   indebtedness   could:

     o    increase our  vulnerability  to general adverse  economic and industry
          conditions;
     o    limit  our   ability  to  fund   future   working   capital,   capital
          expenditures,  research and  development  and other general  corporate
          requirements, or to make certain investments that could benefit us;
     o    require  us to  dedicate  a  substantial  portion  of our cash flow to
          service  interest  and  principal  payments  on our debt;
     o    limit our  flexibility  to react to  changes in our  business  and the
          industry  in which we  operate;  and
     o    limit our ability to borrow additional funds.

We Face Competition in Our Markets.

     Our  markets  are highly  competitive  and we expect  that both  direct and
indirect  competition  will  increase  in the future.  Our  overall  competitive
position  depends  on a number of  factors  including  the  price,  quality  and
performance of our products,  the level of customer service,  the development of
new technology and our ability to participate in emerging  markets.  Within each
of our markets,  we encounter  direct  competition  from other GPS,  optical and
laser  suppliers and  competition may intensify from various larger domestic and
international  competitors  and new  market  entrants,  some of which may be our
current customers.  The competition in the future, may, in some cases, result in
price  reductions,  reduced margins or loss of market share,  any of which could
materially and adversely  affect our business,  operating  results and financial
condition.  We believe  that our ability to compete  successfully  in the future
against  existing and additional  competitors will depend largely on our ability
to execute our  strategy  to provide  systems and  products  with  significantly
differentiated  features compared to currently available products.  There can be
no assurance  that we will be able to implement this strategy  successfully,  or
that any such products will be competitive  with other  technologies or products
that  may be  developed  by our  competitors,  many of whom  have  significantly
greater  financial,  technical,   manufacturing,   marketing,  sales  and  other
resources  than we do. There can be no assurance that we will be able to compete
successfully against current or future competitors or that competitive pressures
cause us to lose  market  share or force us to engage in price  reductions  that
could have a material adverse effect on our business.

We May Encounter Problems Associated With International Operations and Sales.

     Our  customers  are located  throughout  the world.  Sales to  unaffiliated
customers in foreign locations represented  approximately 50% of our revenues in
our  fiscal  year 2001 and 52% in each of our  fiscal  years  2000 and 1999.  In
addition, we have significant international operations,  including manufacturing
facilities,  sales personnel and customer support operations.  Our international
sales operations include offices in Australia,  Canada, China, France,  Germany,
Great Britain, Japan, Mexico, New Zealand, Sweden, Russia, Singapore and others.
Our  international  manufacturing  facilities  are in Sweden  and  Germany.  Our
international  presence  exposes  us  to  risks  not  faced  by  wholly-domestic
companies.  Specifically,  we have experienced issues relating to integration of
foreign operations, greater difficulty in accounts receivable collection, longer
payment cycles and currency  fluctuations.  Additionally,  we face the following
risks, among others: unexpected changes in regulatory requirements;  tariffs and
other trade  barriers;  political,  legal and  economic  instability  in foreign
markets,  particularly in those markets in which we maintain  manufacturing  and
research  facilities;  difficulties  in staffing  and  management;  language and
cultural barriers; seasonal reductions in business activities in the

                                       -5-


summer months in Europe and some other  countries;  and potentially  adverse tax
consequences.  Although we  implemented  a program to attempt to manage  foreign
exchange risks through hedging and other  strategies,  there can be no assurance
that  this  program  will  be  successful   and  that  currency   exchange  rate
fluctuations  will  not  have  a  material  adverse  effect  on our  results  of
operations.  In addition, in certain foreign markets, there may be reluctance to
purchase products based on GPS technology,  given the control of GPS by the U.S.
Government.

We are Dependent on Proprietary Technology.

     Our  future  success  and  competitive   position  is  dependent  upon  our
proprietary  technology,  and we rely on patent,  trade  secret,  trademark  and
copyright law to protect our  intellectual  property.  There can be no assurance
that the patents owned or licensed by us will not be invalidated,  circumvented,
challenged,  or that the rights  granted  thereunder  will  provide  competitive
advantages to us or that any of our pending or future patent  applications  will
be issued  within  the  scope of the  claims  sought  by us,  if at all.  We are
currently defending two separate lawsuits for alleged patent  infringement,  one
alleging  infringement  of a patent by some of our  grade  control  systems  and
another alleging  infringement by our surveying  products.  In the event that in
either or both of these suits our  products  are held to be  infringing  a valid
patent,  we could be prevented from  continuing to sell these products and could
be  required  to  pay  substantial  damages,  or,  alternatively,  enter  into a
royalty-bearing license agreement.

     There can be no assurance  that others will not develop  technologies  that
are similar or superior to our  technology,  duplicate our  technology or design
around the patents  owned by us. In addition,  effective  copyright,  patent and
trade  secret  protection  may be  unavailable,  limited or not  applied  for in
certain foreign countries.  There can be no assurance that the steps taken by us
to protect our technology will prevent the  misappropriation of such technology.
The value of our products relies  substantially  on our technical  innovation in
fields in which there are many current patent filings.  We recognize that as new
patents  are  issued or are  brought  to our  attention  by the  holders of such
patents, it may be necessary for us to withdraw products from the market, take a
license from such patent  holders,  or redesign our products.  We do not believe
any of our products  currently  infringe patents or other proprietary  rights of
third  parties,  but we cannot be certain  they do not do so. In  addition,  the
legal costs and engineering time required to safeguard  intellectual property or
to defend against  litigation could become a significant  expense of operations.
Such  events  could  have  a  material   adverse   effect  on  our  revenues  or
profitability.

We Are Dependent on New Products.

     Our future revenue stream depends to a large degree on our ability to bring
new products to market on a timely basis.  We must continue to make  significant
investments  in  research  and  development  in order to continue to develop new
products,  enhance  existing  products  and achieve  market  acceptance  of such
products.  However,  there can be no assurance that  development  stage products
will be  successfully  completed  or, if  developed,  will  achieve  significant
customer  acceptance.  If we were  unable to  successfully  define,  develop and
introduce  competitive new products,  and enhance existing products,  our future
results of operations would be adversely affected. Development and manufacturing
schedules for technology products are difficult to predict,  and there can be no
assurance  that  we  will  achieve  timely  initial  customer  shipments  of new
products.  The  timely  availability  of these  products  in  volume  and  their
acceptance  by customers  are  important to our future  success.  In some of our
markets where we currently  have a market  leadership  position,  a delay in new
product  introductions  could  have  a  significant  impact  on our  results  of
operations.  No  assurance  can be given that we will not incur  problems in the
future in innovating and introducing new products.


                                       -6-



Our Stock Price May Be Volatile.

     Our  common  stock  has  experienced  and  can be  expected  to  experience
substantial  price  volatility  in response to actual or  anticipated  quarterly
variations in results of operations,  announcements of technological innovations
or new  products by us or our  competitors,  developments  related to patents or
other  intellectual  property  rights,  developments  in our  relationship  with
customers,  suppliers,  or strategic  partners  and other events or factors.  In
addition, any shortfall or changes in revenue, gross margins, earnings, or other
financial  results  from  analysts'  expectations  could  cause the price of our
common stock to fluctuate  significantly.  Additionally,  certain macro-economic
factors  such as changes in  interest  rates as well as market  climate  for the
high-technology  sector  could also have an impact on the  trading  price of our
stock.

We Face Risks of Entering Into and Maintaining Alliances.

     We believe that in certain  emerging markets our success will depend on our
ability to form and maintain  alliances with  established  system  providers and
industry  leaders.  Our  failure to form and  maintain  such  alliances,  or the
preemption  of  such  alliances  by  actions  of  other  competitors  or us will
adversely affect our ability to penetrate emerging markets. No assurances can be
given that we will not experience  problems from current or future  alliances or
that we will realize value from any such strategic alliances.

We Face Risks in Investing in and Integrating New Acquisitions.

     We are continuously evaluating external investments in technologies related
to our business,  and have made relatively small strategic equity investments in
a  number  of GPS  related  technology  companies.  Acquisitions  of  companies,
divisions of companies,  or products entail  numerous  risks,  including (i) the
potential  inability to successfully  integrate acquired operations and products
or to realize cost savings or other anticipated benefits from integration;  (ii)
diversion of  management's  attention;  (iii) loss of key  employees of acquired
operations;  and (iv) inability to recover strategic  investments in development
stage  entities.  Any such  problems  could harm our growth  strategy and have a
material adverse effect on our business and financial condition.

We Are Dependent on Key Customers.

     We currently enjoy strong  relationships with key customers.  An increasing
amount of our revenue is generated from large original  equipment  manufacturers
such as Siemens VDO Automotive,  Nortel,  Caterpillar,  CNH Global,  Bosch,  and
others.  A  reduction  or loss of  business  with these  customers  could have a
material  adverse  effect on our financial  condition and results of operations.
There can be no assurance that we will be able to continue to realize value from
these relationships in the future.

We Are Dependent on Retaining and Attracting Highly Skilled Development and
Managerial Personnel.

     Our ability to maintain our competitive technological position will depend,
in a large  part,  on our  ability  to  attract,  motivate,  and  retain  highly
qualified  development  and  managerial  personnel.  Competition  for  qualified
employees in our industry and location is intense, and there can be no assurance
that we will be able to attract,  motivate and retain enough qualified employees
necessary for the future continued development of our business and products.

We Are Subject to the Impact of Governmental and Other Similar Certifications.

     We market  certain  products that are subject to  governmental  and similar
certifications  before  they can be sold.  For  example,  CE  certification  for
radiated emissions is required for most GPS receiver and data

                                       -7-


communications  products sold in the European Union. An inability to obtain such
certifications  in a timely manner could have an adverse effect on our operating
results.  Also, our products that use integrated radio communication  technology
require  an  end-user  to  obtain  licensing  from  the  Federal  Communications
Commission ("FCC") for frequency-band  usage. During the fourth quarter of 1998,
the FCC  temporarily  suspended  the  issuance  of  licenses  for certain of our
real-time kinematic products because of interference with certain other users of
similar   radio   frequencies.   An  inability   or  delay  in  obtaining   such
certifications  or delays of the FCC could adversely affect our ability to bring
our products to market,  which could harm our customer  relationships and have a
material adverse effect on our business.

We Are Dependent on the Availability of Allocated Bands Within the Radio
Frequency Spectrum.

     Our GPS  technology  is dependent  on the use of the  Standard  Positioning
Service ("SPS")  provided by the U.S.  Government's  Global  Positioning  System
("GPS").  The GPS SPS  operates  in radio  frequency  bands  that  are  globally
allocated for radio navigation satellite services.  International allocations of
radio frequency are made by the International  Telecommunications Union ("ITU"),
a specialized  technical  agency of the United  Nations.  These  allocations are
further  governed by radio  regulations that have treaty status and which may be
subject to modification  every  two-three years by the World  Radiocommunication
Conference.  Any ITU reallocation of radio frequency bands,  including frequency
band  segmentation or sharing of spectrum,  may materially and adversely  affect
the utility and  reliability  of our  products,  which would,  in turn,  cause a
material adverse effect on our operating results. Many of our products use other
radio frequency  bands,  together with the GPS signal,  to provide  enhanced GPS
capabilities, such as real-time kinematic precision. The continuing availability
of these non-GPS radio frequencies is essential to provide enhanced GPS products
to our precision survey markets.  Any regulatory changes in spectrum  allocation
or in allowable  operating  conditions may  materially and adversely  affect the
utility and reliability of our products,  which would, in turn, cause a material
adverse effect on our operating  results.  In addition,  unwanted emissions from
mobile satellite  services and other equipment  operating in adjacent  frequency
bands or  inband  from  licensed  and  unlicensed  devices  may  materially  and
adversely affect the utility and reliability of our products, which could result
in a material  adverse  effect on our  operating  results.  The FCC  continually
receives proposals for novel  technologies and services,  such as ultra-wideband
technologies, which may seek to operate in, or across, the radio frequency bands
currently  used by the  GPS  SPS  and  other  public  safety  services.  Adverse
decisions by the FCC that result in harmful  interference to the delivery of the
GPS SPS and  other  radio  frequency  spectrum  also  used in our  products  may
materially  and adversely  affect the utility and  reliability  of our products,
which could result in a material  adverse  effect on our business and  financial
condition.

We Are Subject to the Adverse Impact of Radio Frequency Congestion.

     We have certain real-time kinematic products, such as our Land Survey 5700,
that use  integrated  radio  communication  technology  that requires  access to
available radio frequencies  allocated by the FCC. In addition,  access to these
frequencies by state agencies is under management by state radio  communications
coordinators.  Some  bands  are  experiencing  congestion  that  excludes  their
availability for access by state agencies in some states, including the state of
California.  An inability to obtain access to these radio frequencies could have
an adverse effect on our operating results.

We Are Reliant on the GPS Satellite Network.

     The GPS satellites and their ground support systems are complex  electronic
systems subject to electronic and mechanical failures and possible sabotage. The
satellites were  originally  designed to have lives of 7.5 years and are subject
to damage by the hostile space  environment in which they operate.  However,  of
the


                                       -8-


current  deployment of 28  satellites in place,  some have already been in place
for 12 years.  To repair damaged or  malfunctioning  satellites is currently not
economically  feasible.  If a significant  number of  satellites  were to become
inoperable, there could be a substantial delay before they are replaced with new
satellites.  A reduction in the number of operating  satellites would impair the
current  utility of the GPS system  and the  growth of  current  and  additional
market  opportunities.  In  addition,  there can be no  assurance  that the U.S.
Government  will  remain  committed  to the  operation  and  maintenance  of GPS
satellites over a long period,  or that the policies of the U.S.  Government for
the  use  of  GPS  without  charge  will  remain  unchanged.   However,  a  1996
Presidential  Decision  Directive  marks the first time in the  evolution of GPS
that access for civilian use free of direct user fees is specifically recognized
and supported by Presidential policy. In addition,  Presidential policy has been
complemented  by  corresponding   legislation,   signed  into  law.  Because  of
ever-increasing  commercial  applications of GPS, other U.S. Government agencies
may become  involved in the  administration  or the regulation of the use of GPS
signals.  Any of the foregoing factors could affect the willingness of buyers of
our products to select GPS-based  systems instead of products based on competing
technologies.  Any resulting change in market demand for GPS products could have
a material  adverse  effect on our  financial  results.  For  example,  European
governments  have  expressed  interest  in  building  an  independent  satellite
navigation system, known as Galileo. Depending on the as yet undetermined design
and operation of this system,  there may be  interference to the delivery of the
GPS SPS and may materially and adversely  affect the utility and  reliability of
our products,  which could result in a material  adverse  effect on our business
and operating results.

We Are Reliant on a Continuous Power Supply.

     California recently experienced an energy crisis that threatened to disrupt
our operations and resulted in increased expenses for our California facilities.
In the event of an acute power  shortage,  that is, when power  reserves for the
State of California fall below certain critical  levels,  California has on some
occasions  implemented,  and may in the future  continue to  implement,  rolling
blackouts  throughout  the  state.  We  currently  do not have  adequate  backup
generators  or  alternate  sources of power in the event of a blackout,  and our
current  insurance does not provide coverage for any damages we or our customers
may suffer as a result of any  interruption  in our power  supply.  If blackouts
interrupt our power supply or Solectron's  power supply, we would be temporarily
unable  to  continue   operations  at  our  California   facilities.   Any  such
interruption  in  our  ability  to  continue  operations  at our  facilities  or
Solectron's  ability to manufacture  product at its facilities  could damage our
reputation,  harm our  ability to retain  existing  customers  and to obtain new
customers,  and could result in lost revenue,  any of which could  substantially
harm our business and results of operations.

We Must Carefully Manage Our Future Growth.

         Any continued growth in our sales or any continued expansion in the
scope of our operations could strain our current management, financial,
manufacturing and other resources and may require us to implement and improve a
variety of operating, financial and other systems, procedures and controls.
Specifically we have experienced strain in our financial and order management
system, as a result of our acquisitions. While we plan to expand our sales,
accounting, manufacturing, and other information systems to meet these
challenges, there can be no assurance that these efforts will succeed, or that
any existing or new systems over time, procedures or controls will be adequate
to support our operations or that our systems, procedures and controls will be
designed, implemented or improved in a cost effective and timely manner. Any
failure to implement, improve and expand such systems, procedures and controls
in a timely and efficient manner could harm our growth strategy and adversely
affect our financial condition and ability to achieve our business objectives.

                                       -9-




                                 USE OF PROCEEDS

     The selling  shareholders  will receive all of the proceeds from the shares
to be sold in this offering.

                              SELLING SHAREHOLDERS

     We  originally  sold  shares  of  common  stock  being  registered  in this
registration  statement and warrants  exercisable for shares of our common stock
being registered in this registration statement in two related private placement
equity  offerings  that  closed on December  21,  2001,  and  January 14,  2002,
respectively.  We  offered  and sold our  common  stock at a price of $15.00 per
share.  The warrants we issued are  exercisable  for five years from the closing
dates of the  respective  offerings at an exercise  price per share equal to one
hundred and  twenty-five  percent  (125%) of the fair market value of a share of
common  stock,  which was deemed at each  closing  to be  $15.58.  The number of
shares subject to each warrant  represents twenty percent (20%) of the number of
shares of common  stock  purchased by each  selling  shareholder.  The number of
shares  subject to the  warrants  and the  exercise  price of the  warrants  are
subject to adjustment as provided in the documents governing the issuance of the
warrants.

     The  following  table  contains  information  as of January 16, 2002,  with
respect to the  selling  shareholders  and the number of shares of common  stock
beneficially  owned by each selling  shareholder  that may be offered using this
prospectus.


                                       -10-





Name
                                                                                                           Number of Shares
                                                   Number of Shares Beneficially      Number of         Beneficially Owned After
                                                    Owned Prior to the Offeringt    Shares That May         The Offering(4)
                                                   -----------------------------     Be Sold in the   ------------------------------
                                                    Number(1)     Percentage(2)        Offering(3)       Number      Percentage
                                                   ------------   --------------    ----------------  ------------  ----------------
                                                                                                         
AIG SoundShore Holdings Ltd. (5) ................       148,720         *               148,720             0            *
AIG SoundShore Opportunity Holding Fund (5)......        98,280         *                98,280             0            *
AIG  SoundShore  Private  Investors  Holding Fund
   Ltd. (5)......................................        60,000         *                60,000             0            *
AIG SoundShore Strategic Holding Fund Ltd. (5) ..        69,000         *                69,000             0            *
Castle Creek Technology Partners LLC (6).........       480,003        1.7%             480,003             0            *
Cleveland Overseas Ltd.(7).......................       100,001         *               100,001             0            *
Cranshire Capital, L.P. (8)......................       304,002        1.1%             304,002             0            *
Euram Cap Strat. "A" Fund Limited (8)............        96,000         *                96,000             0            *
First Investors Holding Co., Inc. (9)............       640,001        2.3%             640,001             0            *
Pine Ridge Financial Inc. (9)....................       964,602        3.4%             960,002         4,600            *
Steelhead Investments Inc. (10)..................       160,001         *               160,001             0            *
ZLP Master Technology Fund, LTD (11).............       560,003         *               560,003             0            *
------------------------------------------------------------------------------------------------------------------------------------

  *  Less than 1%.
  (1) Includes shares of common stock issuable upon the exercise of that
      particular holder's warrants.
  (2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using
      28,144,912 shares of common stock outstanding as of January 16, 2002. In
      calculating this amount for each holder, we treated as outstanding the
      number of shares of common stock issuable upon exercise of all of that
      particular holder's warrants. However, we did not assume the exercise of
      any other holder's warrants.
  (3) Assumes full exercise of each of the holder's warrants.
  (4) Assumes the sale of all shares that may be sold in the offering.
  (5) Investment and voting control held by DKR Management Company.
  (6) Investment and voting control held by CC Securities, LLC.
  (7) Investment and voting control held by Beat Kunz.
  (8) Investment and voting control held by Mitchell P. Kopin.
  (9) Investment and voting control held by Cavallo Capital Corp. (Avi Vigder,
      Managing Director).
  (10)Investment and voting control held by HBK Investments L.P.
  (11)Investment and voting control held by Stuart Zimmer and Craig Lucas.



     We  prepared  this table  based on the  information  supplied  to us by the
selling shareholders named in the table.

     The  selling  shareholders  listed  in the  above  table  may have  sold or
transferred,  in transactions  exempt from the registration  requirements of the
Securities  Act, some or all of their shares or warrants since the date on which
the information in the above table is presented.  Information  about the selling
shareholders may change over time.

                                       -11-


     Because  the  selling  shareholders  may offer all or some of their  common
stock from time to time, we cannot estimate the amount of common stock that will
be held by the  selling  shareholders  upon the  termination  of any  particular
offering. See "Plan of Distribution."

                              PLAN OF DISTRIBUTION

     We will not  receive any of the  proceeds  of the sale of the common  stock
offered by this prospectus.  The selling shareholders and any of their pledgees,
assignees and successors-in-interest named in the registration statement on Form
S-3 may,  from time to time,  sell any or all of their shares of common stock on
any stock exchange, market or trading facility on which the shares are traded or
in private  transactions.  These sales may be at fixed or negotiated prices. The
selling  shareholders  may use any one or  more of the  following  methods  when
selling shares:

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer solicits purchasers;

     o    block  trades  in which the  broker-dealer  will  attempt  to sell the
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction;

     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer for its account;

     o    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable exchange;

     o    privately negotiated transactions;

     o    short sales;

     o    broker-dealers  may  agree  with the  selling  shareholders  to sell a
          specified number of such shares at a stipulated price per share;

     o    a combination of any such methods of sale; and

     o    any other method permitted pursuant to applicable law.

     The  selling  shareholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

     The selling  shareholders  may also engage in short sales  against the box,
puts and calls and other  transactions  in our  securities or derivatives of our
securities and may sell or deliver shares in connection  with these trades.  The
selling  shareholders  may pledge their shares to their brokers under the margin
provisions of customer agreements. If a selling shareholder defaults on a margin
loan, the broker may, from time to time, offer and sell the pledged shares.

     Broker-dealers  engaged by the selling  shareholders  may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the selling  shareholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  selling  shareholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

                                       -12-


     The selling shareholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be  "underwriters"  within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts under the Securities Act.

     We are required to pay all fees and expenses  incident to the  registration
of the shares.  We have agreed to  indemnify  the selling  shareholders  against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act, and the selling shareholders have agreed to indemnify us against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.

                                     EXPERTS

     Ernst & Young LLP,  independent  auditors,  have  audited our  consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year  ended  December  28,  2001,  as set  forth in their  report,  which is
incorporated  by  reference  in  this  registration  statement.   Our  financial
statements  and schedules are  incorporated  by reference in reliance on Ernst &
Young  LLP's  report,  given on their  authority  as experts in  accounting  and
auditing.

                            VALIDITY OF COMMON STOCK

     The validity of the issuance of our common stock offered by this prospectus
will be passed  upon for us by Wilson  Sonsini  Goodrich & Rosati,  Professional
Corporation, Palo Alto, California.


                      INFORMATION INCORPORATED BY REFERENCE

     The SEC allows us to  incorporate  by reference  into this  Prospectus  the
information  we file with the SEC,  which means that we can  disclose  important
information  to you  by  referring  you  to  those  documents.  The  information
incorporated  by  reference is  considered  to be part of this  prospectus,  and
information we file later with the SEC will  automatically  update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made by us with the SEC under Sections 13(a),  13(c), 14 or 15(d)
of the  Securities  Exchange  Act of 1934 until the sale of all of the shares of
common stock that are part of this offering.  The documents we are incorporating
by reference are as follows:

     o    Our Annual Report on Form 10-K for the fiscal year ended  December 28,
          2001,  as filed with the SEC on March 28, 2002;

     o    The  description  of our common stock  contained  in our  Registration
          Statement  on Form 8-A filed on June 15,  1990,  and any  amendment or
          report filed for the purpose of updating such  description;  and

     o    The  description  of  certain  dividend  rights  on our  common  stock
          contained in our Registration  Statement on Form 8-A filed on February
          18, 1999.

     Any  statement  contained in a document that is  incorporated  by reference
will be modified or  superseded  for all purposes to the extent that a statement
contained in this  prospectus  (or in any other  document  that is  subsequently
filed with the SEC and  incorporated  by  reference)  modifies or is contrary to
that previous  statement.  Any  statement so modified or superseded  will not be
deemed a part of this

                                       -13-


prospectus except as so modified or superseded.  You may request a copy of these
filings at no cost (other than exhibits  unless such  exhibits are  specifically
incorporated  by reference)  by writing or  telephoning  our investor  relations
department at the following  address and telephone  number:  Trimble  Navigation
Limited. 645 North Mary Avenue Sunnyvale, California 94088, (408) 481-8000.

                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance therewith, we file annual,  quarterly and special
reports, proxy statements,  and other information with the SEC. You may read and
copy any document we file at the SEC's public reference facilities at Room 1024,
450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  Please  call  the  SEC at
1-800-SEC-0330  for further  information on the public  reference  room. Our SEC
filings   are  also   available   to  the  public  at  the  SEC's  web  site  at
http://www.sec.gov.

     Shares of our common stock are traded as "National  Market  Securities"  on
the Nasdaq National Market. Documents we file can be inspected at the offices of
the National  Association of Securities Dealers,  Inc., Reports Section,  1735 K
Street, N.W., Washington, D.C. 20006.



                                       -14-


                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

     The following  table sets forth the expenses,  other than any  underwriting
discount and  commissions,  in connection with the issuance and  distribution of
the securities being registered. All amounts indicated are estimates (other than
the registration fee):

         Registration fee....................................    $ 5,351
         Accounting fees and expenses........................    $11,500
         Legal fees and expenses of the registrant...........    $25,000
         Miscellaneous.......................................    $ 5,000
                                                               -----------
              Total..........................................    $46,851

Item 15.  Indemnification of Directors and Officers

     Section  317 of the  California  Corporations  Code  authorizes  a court to
award,  or a corporation's  board of directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit  indemnification,  including
reimbursement of expenses incurred,  under certain circumstances for liabilities
arising under the Securities  Act. Our restated  articles of  incorporation,  as
amended,  and amended  bylaws  provide  for  indemnification  of its  directors,
officers,  employees  and other  agents to the maximum  extent  permitted by the
California  Corporations Code. In addition, we have entered into indemnification
agreements with each of our directors and officers.

Item 16.  Exhibits

     The  following  exhibits are filed  herewith or  incorporated  by reference
herein:


Exhibit
Number                            Exhibit Title
------   -----------------------------------------------------------------------
  3.1    Restated Articles of Incorporation of Trimble Navigation Limited, filed
         June 25, 1986. (1)
  3.2    Certificate of Amendment of Articles of Incorporation of Trimble
         Navigation  Limited,  filed October 6, 1988. (1)
  3.3    Certificate of Amendment of Articles of Incorporation of Trimble
         Navigation Limited,  filed July 18, 1990. (1)
  3.4    Certificate of Determination of Trimble Navigation Limited, filed
         February 19, 1999. (1)
  3.8    Amended and Restated Bylaws of Trimble Navigation Limited. (2)
  4.1    First Amended and Restated Stock and Warrant Purchase Agreement, dated
         January 14, 2002. (3)
  4.2    Form of Warrant, dated January 14, 2002. (3)
  5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
 23.1    Consent of Ernst & Young LLP, independent auditors.
 23.3    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
         (included in Exhibit 5.1).
 24.1    Power of Attorney (see page II-4 of this registration statement).
-------------------


                                       II-1


(1)  Incorporated by reference to identically numbered exhibits filed in
     response to Item 14(a), "Exhibits" of the registrant's Annual Report on
     Form 10-K for the fiscal year ended January 1, 1999, as filed with the SEC
     on March 29, 1999.
(2)  Incorporated by reference to identically numbered exhibits filed in
     response to Item 14(a), "Exhibits" of the registrant's Annual Report on
     Form 10-K for the fiscal year ended December 31, 1999, as filed with the
     SEC on March 27, 2000.
(3)  Incorporated by reference to corresponding exhibits filed in response to
     Item 7(c), "Exhibits" of the registrant's Current Report on Form 8-K as
     filed with the SEC on January 16, 2002.


Item 17.  Undertakings

      1.  The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933 (the "Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

     provided,  however, that the undertakings set forth in clauses (i) and (ii)
above  shall  not  apply  if  the  information  required  to  be  included  in a
post-effective amendment by these clauses is contained in periodic reports filed
by the  registrant  pursuant  to Section 13 or Section  15(d) of the  Securities
Exchange Act of 1934 (the "Exchange Act") that are  incorporated by reference in
this registration statement.

     (2) That, for the purpose of determining  any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     2. The  undersigned  registrant  hereby  undertakes,  that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in the registration  statement shall be deemed to be a
new

                                       II-2


registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3. Insofar as indemnification  for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the  provisions  described  under Item 15 above,  or otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     4. The undersigned  registrant  hereby undertakes that:

     (1)  For  purposes  of  determining   any  liability  under  the  Act,  the
information  omitted  from  the  form  of  prospectus  filed  as  part  of  this
registration  statement  in reliance  upon Rule 430A and  contained in a form of
prospectus  filed by the registrant  pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Act shall be deemed to be part of this  registration  statement  as of
the time it was  declared  effective.

     (2) For the  purpose  of  determining  any  liability  under the Act,  each
post-effective  amendment that contains a form of prospectus  shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.


                                       II-3


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Sunnyvale, State of California, on March 28, 2002.

                                  TRIMBLE NAVIGATION LIMITED

                                  By:  /s/ Steven W. Berglund
                                       ----------------------------------------
                                       Steven W. Berglund
                                       President and Chief Executive Officer



                                       II-4




                                  EXHIBIT INDEX


Exhibit
Number                            Exhibit Title
------   -----------------------------------------------------------------------
  3.1    Restated Articles of Incorporation of Trimble Navigation Limited, filed
         June 25, 1986. (1)
  3.2    Certificate of Amendment of Articles of Incorporation of Trimble
         Navigation  Limited,  filed October 6, 1988. (1)
  3.3    Certificate of Amendment of Articles of Incorporation of Trimble
         Navigation Limited,  filed July 18, 1990. (1)
  3.4    Certificate of Determination of Trimble Navigation Limited, filed
         February 19, 1999. (1)
  3.8    Amended and Restated Bylaws of Trimble Navigation Limited. (2)
  4.1    First Amended and Restated Stock and Warrant Purchase Agreement, dated
         January 14, 2002. (3)
  4.2    Form of Warrant, dated January 14, 2002. (3)
  5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
 23.1    Consent of Ernst & Young LLP, independent auditors.
 23.3    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
         (included in Exhibit 5.1).
 24.1    Power of Attorney (see page II-4 of this registration statement).
-------------------
(1)  Incorporated by reference to identically numbered exhibits filed in
     response to Item 14(a), "Exhibits" of the registrant's Annual Report on
     Form 10-K for the fiscal year ended January 1, 1999, as filed with the SEC
     on March 29, 1999.
(2)  Incorporated by reference to identically numbered exhibits filed in
     response to Item 14(a), "Exhibits" of the registrant's Annual Report on
     Form 10-K for the fiscal year ended December 31, 1999, as filed with the
     SEC on March 27, 2000.
(3)  Incorporated by reference to corresponding exhibits filed in response to
     Item 7(c), "Exhibits" of the registrant's Current Report on Form 8-K as
     filed with the SEC on January 16, 2002.