Filed Pursuant to Rule 424(b)(4)
                                                      Registration No. 333-76986


                           Trimble Navigation Limited


                                  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

     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 April 22, 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..........................................................1

RISK FACTORS...........................................................1

USE OF PROCEEDS........................................................8

SELLING SHAREHOLDERS...................................................8

PLAN OF DISTRIBUTION..................................................10


VALIDITY OF COMMON STOCK..............................................12

INFORMATION INCORPORATED BY REFERENCE.................................12

AVAILABLE INFORMATION.................................................13

     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.


                                  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

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

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.  Engineering and  construction
purchases  tend to occur in early  spring,  and  governmental  agencies  tend to
utilize  funds  available  at the  end  of  the  government's  fiscal  year  for
additional purchases at the end of our third fiscal quarter in September of each
year.  Concentrations of orders sometimes also occur at the end of our other two
fiscal quarters. Additionally, a majority of our sales force earn commissions on
a quarterly basis,  which may cause  concentrations  of orders at the end of any
fiscal quarter.  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 Inability to Accurately Predict Orders and Shipments May Affect Our Revenue,
Expenses and Earnings per Share.

     Because  we have  been  unable  in the  past to  predict  exactly  when our
customers will place orders and request shipments, we cannot accurately plan our
manufacturing requirements. As a result, if the orders and shipments differ from
what we predict,  we may incur additional expenses and build unneeded inventory,
which may require additional reserves.  Any significant change in our customers'
purchasing  patterns  could  have a  material  adverse  effect on our  operating
results and reported earnings per share for a particular quarter.

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  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

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

     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 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.

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,  which
products  accounted for  approximately  two percent (2 %) of our revenues in our
fiscal year 2001, and another alleging  infringement by our surveying  products,
which products accounted for approximately eleven percent (11 %) of our revenues
in our fiscal year 2001.  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.  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.

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

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.  As a result of such  acquisitions,  we have significant  assets
that include  goodwill  and other  purchased  intangibles.  The testing of these
intangibles  under  established  accounting  guidelines for impairment  requires
significant use of judgment


and assumptions. Changes in business conditions could require adjustments to the
valuation of these assets.  Any such problems in  integration  or adjustments to
the value of the  assets  acquired  could harm our  growth  strategy  and have a
material adverse effect on our business, financial condition and compliance with
debt covenants.

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  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 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.

Provisions  in Our  Preferred  Share  Rights  Agreement  May Have  Anti-Takeover

     Our  preferred  share rights  agreement  gives our board of  directors  and
shareholders the ability to dilute the ownership of any person acquiring fifteen
percent (15%) or more of our common stock,  thereby  potentially making any such
acquisition  impractical for an acquirer.  The existence of this preferred share
rights  agreement  could delay,  defer or prevent a change of control of us in a
transaction not approved by our board of directors.

                                 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 warrant exercise price and/or the number and kind
of shares  purchasable  upon the exercise of each warrant are subject to certain
adjustments for


subdivisions  or  combinations of stock,  dividends or  distributions  in common
stock,  other stock or  property,  reorganizations,  consolidations  or mergers,
certain sales or issuances of securities below the adjusted fair market value of
a share of common  stock  (deemed to be $15.58  initially in the  warrants),  or
liquidated  damages in the event that the selling  shareholders  are  prohibited
from  selling  their  shares or shares  purchasable  upon the  exercise of their
warrants for greater than a defined number of days.

     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

                                                                                                          Number of Shares
                                                   Number of Shares Beneficially      Number of       Beneficially Owned After
                                                    Owned Prior to the Offering    Shares That May         the Offering(4)
                                                  ------------------------------    Be Sold in the   --------------------------
Name                                                 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 Ltd. (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 is held by DKR  Management  Company Inc. DKR
     Management Company Inc. has entered into an agreement with Basso Securities
     Ltd., pursuant to which Basso provides portfolio management services to the
     four AIG Funds. Basso has the authority to and responsibility for directing
     the investment and  reinvestment of the respective  Fund's assets allocated
     to it, subject,  however, to the supervision of DKR Management Company Inc.
     The president of Basso is Howard I. Fischer. The chief operating officer of
     DKR Management Company Inc. is Anthony Giordano.
(6)  Investment and voting control is held by CC Securities,  LLC.  Castle Creek
     Partners, LLC, is the investment manager of CC Securities,  LLC, and Daniel
     Asher is the managing  member of Castle Creek  Partners,  LLC. Castle Creek
     Technology  Partners LLC  purchased  its shares in the  ordinary  course of
     business, and, at the time of the purchase of its shares, had no agreements
     or  understandings,  directly or indirectly,  with any person to distribute
     the securities.


(7)  Investment and voting control is held by Beat Kunz.
(8)  Investment and voting control is held by Mitchell P. Kopin.
(9)  Includes  the  maximum  number  of shares  issuable  upon the  exercise  of
     warrants issued to the shareholder;  provided,  however,  the provisions of
     such warrants  prohibit the holder thereof from exercising  warrants to the
     extent that such  exercise  would result in the holder,  together  with any
     affiliate  thereof,  beneficially  owning in excess of 4.999% and 9.999% of
     the  outstanding  shares of common  stock  following  such  exercise.  Such
     restrictions  may be waived by the holder of warrants as to itself upon not
     less than 61 days notice to us. The 4.999% and 9.999% limitations would not
     prevent a selling  shareholder  from  acquiring  and selling  shares of our
     common stock in excess of 4.999% and 9.999%, respectively, through a series
     of acquisitions  and sales.  Investment and voting control of the shares is
     held by Cavallo Capital Corp. The managing director of Cavallo Capital Corp
     is Avi Vigder.
(10) Investment  and  voting  control  is  held  by  HBK  Investments  L.P.  HBK
     Management LLC is the general partner of HBK Partners II L.P., which is the
     general  partner  of HBK  Investments  L.P.  Each of Harlan  B.  Korenvaes,
     Kenneth M. Hirsh, Laurence H. Lebowitz,  William E. Rose, Richard L. Booth,
     David C. Haley and Jamiel A. Akhtar,  as the members of HBK Management LLC,
     may be deemed to have voting and  investment  control  over the  securities
     held by Steelhead  Investments  Inc.  pursuant to an investment  management
(11) Investment and voting control is 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.

     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.

     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.


     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


                            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.


     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,  and any  amendments

     o    Our  Current  Report on Form 8-K, as filed with the SEC on January 16,

     o    Our  Current  Report on Form 8-K, as filed with the SEC on January 30,

     o    Our two  Current  Reports  on Form 8-K,  each as filed with the SEC on
          March 18, 2002;

     o    Our  Current  Report on Form 8-K,  as filed  with the SEC on March 19,

     o    Our  Current  Report on Form 8-K,  as filed  with the SEC on March 21,

     o    Our Current  Report on Form 8-K/A,  as filed with the SEC on March 28,

     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  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

     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.