As filed with the Securities and Exchange Commission on May 11, 2005
                                                Registration No. 333-___________
 -------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   GARMIN LTD.
             (Exact name of registrant as specified in its charter)

        Cayman Islands                                       98-0229227
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                      Identification No.)

              5TH Floor, Harbour Place, P.O. Box 30464 SMB
                        103 South Church Street
               George Town, Grand Cayman, Cayman Islands
                             (345) 946-5203
          (Address and Telephone Number of Principal Executive Offices)

               Garmin International, Inc. 401(k) and Pension Plan
       (f/k/a Garmin International, Inc. Savings and Profit Sharing Plan)
                            (Full title of the plan)
                            ------------------------

                             Andrew R. Etkind, Esq.
                         c/o Garmin International, Inc.
                             1200 East 151st Street
                              Olathe, Kansas 66062
                                 (913) 397-8200
            (Name, address and telephone number of agent for service)
                           -------------------------

                                   Copies to:
                              John A. Granda, Esq.
                           Stinson Morrison Hecker LLP
                               1201 Walnut Street
                           Kansas City, Missouri 64106
                                 (816) 842-8600

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

 ----------------------------------------------------------------------------------------------------------------
                                                                Maximum
                                                                offering      Proposed maximum
                                             Amount to be      price per     aggregate offering       Amount of
  Title of securities to be registered(1)   registered (2)     share (3)            price         registration fee
  ----------------------------------------------------------------------------------------------------------------

<S>              <C>            <C>            <C>               <C>             <C>                 <C>
  Common Shares, $0.01 par value(4)            500,000           $40.58          $20,287,500         $2,387.84
  ---------------------------------------- ----------------- --------------- -------------------- ------------------
</TABLE>


<PAGE>



(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described  herein.
(2)  This Registration  Statement also relates to an indeterminate number of
     additional  common shares that may be issued pursuant to anti-dilution  and
     adjustment  provisions of the above named plan.
(3)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance with Rule 457(c) and (h)(1) of the Securities Act of 1933, based
     on the average of the high and low prices of the Common Shares as quoted on
     the Nasdaq National Market on May 5, 2005.
(4)  This  Registration  Statement  also  relates to rights to  purchase  Common
     Shares of the  Registrant  which are attached to all Common Shares  issued,
     pursuant  to the terms of the  Registrant's  Shareholder  Rights  Agreement
     dated as of October 15, 2001.  Until the  occurrence of certain  prescribed
     events,  the rights are not  exercisable,  are evidenced by the certificate
     for the  Common  Shares  and will be  transferred  with and only  with such
     Common Shares.  Because no separate  consideration  is paid for the rights,
     the registration fee therefore is included in the fee for Common Shares.
                        ------------------------------------

                                EXPLANATORY NOTE

     This registration  statement is being filed to register 500,000  additional
Common Shares issuable under the Garmin  International,  Inc. 401(k) and Pension
Plan (f/k/a Garmin  International,  Inc.  Savings and Profit  Sharing Plan) (the
"Plan").

                          INCORPORATION OF INFORMATION

         Pursuant to General Instruction E to Form S-8, all the contents of
Registration Statement No. 333-52766 (filed December 27, 2000) are hereby
incorporated by reference into this Registration Statement.




<PAGE>



                                   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-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Olathe, State of Kansas, on May 11, 2005.


                                  By:  /s/  Min H. Kao
                                  ----------------------------------------------
                                     Name:  Min H. Kao
                                     Title: Chief Executive Officer



                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints Min H. Kao, Kevin Rauckman and Andrew R.
Etkind and each of them, the undersigned's true and lawful attorneys-in-fact and
agents  with  full  power  of  substitution,  for  the  undersigned  and  in the
undersigned's name, place and stead, in any and all capacities,  to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement,  and to sign any registration statement for the same offering covered
by this  Registration  Statement that is to be effective upon filing pursuant to
Rule 462(b)  promulgated  under the Securities Act of 1933, as amended,  and all
post-effective  amendments  thereto,  and to file the  same,  with all  exhibits
thereto and all  documents in  connection  therewith,  with the  Securities  and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or his or their substitute or substitutes,  may lawfully do or cause to be
done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


   Signature                       Title                                   Date

/s/ Min H. Kao             Chairman of the Board of Directors,     May 11, 2005
------------------------   Chief Executive Officer and
MIN H. KAO                 Director (principal executive officer)

/s/ Kevin Rauckman         Chief Financial Officer and Treasurer   May 11, 2005
------------------------   (principal financial officer)
KEVIN RAUCKMAN

/s/ Charles W. Peffer      Director                                May 11, 2005
------------------------
CHARLES W. PEFFER

/s/ Clifton A. Pemble      Director                                May 11, 2005
------------------------
CLIFTON A. PEMBLE

/s/ Gene M. Betts          Director                                May 11, 2005
------------------------
GENE M. BETTS

/s/ Donald H. Eller        Director                                May 11, 2005
------------------------
DONALD H. ELLER

/s/ Thomas A. McDonnell    Director                                May 11, 2005
------------------------
THOMAS A. MCDONNELL




<PAGE>




                                  EXHIBIT INDEX

Exhibit Number      Description

    4.1             Garmin  International,  Inc.  401(k) and Pension Plan (f/k/a
                    Garmin International, Inc. Savings and Profit Sharing Plan),
                    as amended and restated (filed herewith)

    5.1             Opinion of Maples and Calder,  Cayman Islands counsel to the
                    registrant,  regarding the legality of the securities  being
                    registered

    5.2             Favorable Opinion Letter, dated February 27, 2002, issued by
                    the Internal Revenue Service to T. Rowe Price Trust Company,
                    the prototype plan sponsor of the form of plan document used
                    for the Garmin International, Inc. 401(k) and Pension Plan.

   23.1             Consent of Ernst & Young LLP

   23.2             Consent of Maples and Calder (included in Exhibit 5.1)

   24.1             Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "forms8_051005.txt", "secsgml_size_bytes": 9675}]
{"company-data": {"conformed-name": "GARMIN LTD", "cik": "0001121788", "assigned-sic": "3812", "irs-number": "980229227", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124818", "film-number": "05821630"}, "business-address": {"street1": "PO BOX 309 UGLAND HOUSE", "street2": "SOUTH CHURCH ST GEORGETOWN", "city": "GRAND CAYMAN", "phone": "9133978200"}, "mail-address": {"street1": "C/O GARMIN INTERNATIONAL INC", "street2": "1200 E 151ST STREET", "city": "OLATHE", "state": "KS", "zip": "66062"}}
As filed with the Securities and Exchange Commission on May 11, 2005
                                                Registration No. 333-___________
 -------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   GARMIN LTD.
             (Exact name of registrant as specified in its charter)

        Cayman Islands                                       98-0229227
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                      Identification No.)

              5TH Floor, Harbour Place, P.O. Box 30464 SMB
                        103 South Church Street
               George Town, Grand Cayman, Cayman Islands
                             (345) 946-5203
          (Address and Telephone Number of Principal Executive Offices)

               Garmin International, Inc. 401(k) and Pension Plan
       (f/k/a Garmin International, Inc. Savings and Profit Sharing Plan)
                            (Full title of the plan)
                            ------------------------

                             Andrew R. Etkind, Esq.
                         c/o Garmin International, Inc.
                             1200 East 151st Street
                              Olathe, Kansas 66062
                                 (913) 397-8200
            (Name, address and telephone number of agent for service)
                           -------------------------

                                   Copies to:
                              John A. Granda, Esq.
                           Stinson Morrison Hecker LLP
                               1201 Walnut Street
                           Kansas City, Missouri 64106
                                 (816) 842-8600

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
                                                                Maximum
                                                                offering      Proposed maximum
                                             Amount to be      price per     aggregate offering       Amount of
  Title of securities to be registered(1)   registered (2)     share (3)            price         registration fee
  ----------------------------------------------------------------------------------------------------------------
Common Shares, $0.01 par value(4)            500,000           $40.58          $20,287,500         $2,387.84
  ---------------------------------------- ----------------- --------------- -------------------- ------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described  herein.
(2)  This Registration  Statement also relates to an indeterminate number of
     additional  common shares that may be issued pursuant to anti-dilution  and
     adjustment  provisions of the above named plan.
(3)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance with Rule 457(c) and (h)(1) of the Securities Act of 1933, based
     on the average of the high and low prices of the Common Shares as quoted on
     the Nasdaq National Market on May 5, 2005.
(4)  This  Registration  Statement  also  relates to rights to  purchase  Common
     Shares of the  Registrant  which are attached to all Common Shares  issued,
     pursuant  to the terms of the  Registrant's  Shareholder  Rights  Agreement
     dated as of October 15, 2001.  Until the  occurrence of certain  prescribed
     events,  the rights are not  exercisable,  are evidenced by the certificate
     for the  Common  Shares  and will be  transferred  with and only  with such
     Common Shares.  Because no separate  consideration  is paid for the rights,
     the registration fee therefore is included in the fee for Common Shares.
                        ------------------------------------

                                EXPLANATORY NOTE

     This registration  statement is being filed to register 500,000  additional
Common Shares issuable under the Garmin  International,  Inc. 401(k) and Pension
Plan (f/k/a Garmin  International,  Inc.  Savings and Profit  Sharing Plan) (the
"Plan").

                          INCORPORATION OF INFORMATION

         Pursuant to General Instruction E to Form S-8, all the contents of
Registration Statement No. 333-52766 (filed December 27, 2000) are hereby
incorporated by reference into this Registration Statement.
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-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Olathe, State of Kansas, on May 11, 2005.

                                  By:  /s/  Min H. Kao
                                  ----------------------------------------------
                                     Name:  Min H. Kao
                                     Title: Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints Min H. Kao, Kevin Rauckman and Andrew R.
Etkind and each of them, the undersigned's true and lawful attorneys-in-fact and
agents  with  full  power  of  substitution,  for  the  undersigned  and  in the
undersigned's name, place and stead, in any and all capacities,  to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement,  and to sign any registration statement for the same offering covered
by this  Registration  Statement that is to be effective upon filing pursuant to
Rule 462(b)  promulgated  under the Securities Act of 1933, as amended,  and all
post-effective  amendments  thereto,  and to file the  same,  with all  exhibits
thereto and all  documents in  connection  therewith,  with the  Securities  and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or his or their substitute or substitutes,  may lawfully do or cause to be
done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

   Signature                       Title                                   Date

/s/ Min H. Kao             Chairman of the Board of Directors,     May 11, 2005
------------------------   Chief Executive Officer and
MIN H. KAO                 Director (principal executive officer)

/s/ Kevin Rauckman         Chief Financial Officer and Treasurer   May 11, 2005
------------------------   (principal financial officer)
KEVIN RAUCKMAN

/s/ Charles W. Peffer      Director                                May 11, 2005
------------------------
CHARLES W. PEFFER

/s/ Clifton A. Pemble      Director                                May 11, 2005
------------------------
CLIFTON A. PEMBLE

/s/ Gene M. Betts          Director                                May 11, 2005
------------------------
GENE M. BETTS

/s/ Donald H. Eller        Director                                May 11, 2005
------------------------
DONALD H. ELLER

/s/ Thomas A. McDonnell    Director                                May 11, 2005
------------------------
THOMAS A. MCDONNELL
EXHIBIT INDEX

Exhibit Number      Description

    4.1             Garmin  International,  Inc.  401(k) and Pension Plan (f/k/a
                    Garmin International, Inc. Savings and Profit Sharing Plan),
                    as amended and restated (filed herewith)

    5.1             Opinion of Maples and Calder,  Cayman Islands counsel to the
                    registrant,  regarding the legality of the securities  being
                    registered

    5.2             Favorable Opinion Letter, dated February 27, 2002, issued by
                    the Internal Revenue Service to T. Rowe Price Trust Company,
                    the prototype plan sponsor of the form of plan document used
                    for the Garmin International, Inc. 401(k) and Pension Plan.

   23.1             Consent of Ernst & Young LLP

   23.2             Consent of Maples and Calder (included in Exhibit 5.1)

   24.1             Power of Attorney (included on signature page)