As filed with the Securities and Exchange Commission on August 12, 2002
Registration No. 333-_________

================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           the Securities Act of 1933

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

           California                                     94-2867490
   (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                   Identification Number)

                               645 North Mary Ave.
                           Sunnyvale, California 94088
                    (Address of principal executive offices)

                        1988 EMPLOYEE STOCK PURCHASE PLAN
                                 2002 STOCK PLAN
                            (Full title of the plan)

                                 Irwin L. Kwatek
                         Vice President, General Counsel
                           Trimble Navigation Limited
                              645 North Mary Avenue
                           Sunnyvale, California 94088
                     (Name and address of agent for service)

                                 (408) 481-8000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Thomas C. DeFilipps
                                 Thomas C. Klein
                                John T. McFarland
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
<TABLE>
<CAPTION>
                                                    CALCULATION OF REGISTRATION FEE

================================================ ===================== ===================== ===================== =================
                                                                         Proposed maximum      Proposed maximum
                                                     Amount to be         offering price          aggregate             Amount of
     Title of securities to be registered             registered          per share (1)         offering price      registration fee
------------------------------------------------ --------------------- --------------------- --------------------- -----------------
<S>                                                   <C>                   <C>                  <C>                    <C>
Common  Stock to be issued under the
1988 Employee Stock Purchase Plan (2)......             200,000              $12.395              $2,479,000               $228
================================================ ===================== ===================== ===================== =================
Common Stock to be issued under the
2002 Stock Plan (2)........................           6,677,333              $12.395             $82,765,542             $7,614
================================================ ===================== ===================== ===================== =================
                   Totals..................           6,877,333                                  $85,244,542             $7,842
================================================ ===================== ===================== ===================== =================
</TABLE>
<PAGE>

(1)  Estimated solely for the purpose of calculating the amount of 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 System for the registrant's common stock on
     August 6, 2002.

(2)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
     registration statement shall also cover any additional shares of the
     registrant's common stock that become issuable under the registrant's 1988
     Employee Stock Purchase Plan or 2002 Stock Plan by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the registrant's receipt of consideration that results in
     an increase in the number of the registrant's outstanding shares of common
     stock.

================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Trimble  Navigation  Limited  hereby  incorporates  by  reference  in  this
registration statement the following documents:

     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
          thereto;

     o    Our  Current  Report on Form 8-K, as filed with the SEC on January 16,
          2002;

     o    Our  Current  Report on Form 8-K, as filed with the SEC on January 30,
          2002;

     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,
          2002;

     o    Our  Current  Report on Form 8-K,  as filed  with the SEC on March 21,
          2002;

     o    Our Current  Report on Form 8-K/A,  as filed with the SEC on March 28,
          2002;

     o    Our  Quarterly  Report on Form 10-Q/A for the  quarterly  period ended
          September 28, 2001, as filed with the SEC on April 25, 2002;

     o    Our  Current  Report on Form 8-K,  as filed  with the SEC on April 25,
          2002;

     o    Our Quarterly Report on Form 10-Q for the quarterly period ended March
          29, 2002, as filed with the SEC on May 13, 2002;

     o    Our  Current  Report  on Form 8-K,  as filed  with the SEC on July 24,
          2002;

     o    Our Quarterly  Report on Form 10-Q for the quarterly period ended June
          28, 2002, as filed with the SEC on August 12, 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.

     All documents  subsequently filed by Trimble Navigation Limited pursuant to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment to this registration
statement which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing such documents.

                                       II-1
<PAGE>






Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  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 of 1933, as amended.  The  registrant's  bylaws
provide that the  registrant  will  indemnify  the  registrant's  directors  and
officers and may  indemnify  the  registrant's  employees and agents (other than
officers and directors)  against  liabilities to the fullest extent permitted by
California law. The registrant is also empowered under the  registrant's  bylaws
to enter into  indemnification  agreements with the  registrant's  directors and
officers and to purchase  insurance on behalf of any person whom the  registrant
is  required  or  permitted  to  indemnify.  The  registrant  has  entered  into
indemnification  agreements with each of the registrant's  current directors and
executive  officers  which provide for  indemnification  of, and  advancement of
expenses to, such persons to the greatest  extent  permitted by California  law,
including   by  reason  of  action  or  inaction   occurring  in  the  past  and
circumstances  in  which   indemnification   and  advancement  of  expenses  are
discretionary under California law.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits


       Exhibit
       Number                  Description
    -------------   ----------------------------------------------------------

         4.1        1988 Employee Stock Purchase Plan, as amended (1)

         4.2        2002 Stock Plan, including form of Option Agreement

         5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation

        23.1        Consent of Ernst & Young LLP, Independent Auditors

        23.2        Consent of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation (included in Exhibit 5.1)

        24.1        Power of Attorney (See page II-5 of this registration
                    statement)

    (1)  Incorporated by reference to Exhibit 10.1 filed in response to
         Item 8, "Exhibits" of the registrant's Registration Statement on
         Form S-8 (File No. 33-84949) as filed with the SEC on August 11,
         1999.

Item 9.  Undertakings

                                      II-2
<PAGE>

     1. The undersigned registrant hereby undertakes:

          (a) 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, as amended (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, as amended (the "Exchange Act"),  that are incorporated by
reference in this registration statement.

          (b) 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.   (c)  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 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 6 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

                                       II-3
<PAGE>

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.

                                       II-4
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sunnyvale, State of California, on July 31, 2002.

                                 TRIMBLE NAVIGATION LIMITED



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



                                       II-5
<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints Steven W. Berglund and Irwin L. Kwatek,
jointly  and   severally,   his   attorney-in-fact,   each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
registration  statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact,  or
his substitute or substitutes, may do or cause to be done by virtue hereof.

     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 dates indicated.
<TABLE>
<CAPTION>
         Name                           Title                                                    Date
---------------------------------       -----------------------------------------------         ------------------
<S>                                    <C>                                                       <C>
/s/ Steven W. Berglund                  President, Chief Executive Officer and Director           July 31, 2002
------------------------------
    Steven W. Berglund


/s/ Mary Ellen Genovese                  Chief Financial Officer and Assistant Secretary          July 31, 2002
-----------------------------            (Principal Financial Officer)
    Mary Ellen Genovese


/s/ Anup V. Singh                        Corporate Controller                                     July 31, 2002
----------------------------             (Principal Accounting Officer)
    Anup V. Singh


/s/ Robert S. Cooper                     Director                                                  July 23, 2002
----------------------------
    Robert S. Cooper


/s/ John B. Goodrich                     Director                                                  July 23, 2002
----------------------------
    John B. Goodrich


/s/ William Hart                         Director                                                  July 22, 2002
----------------------------
    William Hart

                                       II-6
<PAGE>


/s/ Ulf J. Johansson                     Director                                                  July 23, 2002
----------------------------
    Ulf J. Johansson



/s/ Bradford W. Parkinson               Director                                                   July 25, 2002
----------------------------
    Bradford W. Parkinson

</TABLE>



                                       II-7
<PAGE>





                                INDEX TO EXHIBITS


   Exhibit
   Number                 Description
-------------     --------------------------------------------------------------

     4.1          1988 Employee Stock Purchase Plan, as amended (1)

     4.2          2002 Stock Plan, including form of Option Agreement

     5.1          Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                  Corporation

    23.1          Consent of Ernst & Young LLP, Independent Auditors

    23.2          Consent of Wilson Sonsini Goodrich & Rosati, Professional
                  Corporation (included in Exhibit 5.1)

    24.1          Power of Attorney (See page II-5 of this registration
                  statement)

(1)  Incorporated by reference to Exhibit 10.1 filed in response to
     Item 8, "Exhibits" of the registrant's Registration Statement on
     Form S-8 (File No. 33-84949) as filed with the SEC on August 11,
     1999.


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s802.txt", "description": "REGISTRANT STATEMENT ON FORM S-8", "secsgml_size_bytes": 19236}]
{"company-data": {"conformed-name": "TRIMBLE NAVIGATION LTD /CA/", "cik": "0000864749", "assigned-sic": "3829", "irs-number": "942802192", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97979", "film-number": "02727773"}, "business-address": {"street1": "645 N MARY AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94088", "phone": "4084818000"}, "mail-address": {"street1": "645 NORTH MARY AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94088"}}
As filed with the Securities and Exchange Commission on August 12, 2002
Registration No. 333-_________

================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           the Securities Act of 1933

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

           California                                     94-2867490
   (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                   Identification Number)

                               645 North Mary Ave.
                           Sunnyvale, California 94088
                    (Address of principal executive offices)

                        1988 EMPLOYEE STOCK PURCHASE PLAN
                                 2002 STOCK PLAN
                            (Full title of the plan)

                                 Irwin L. Kwatek
                         Vice President, General Counsel
                           Trimble Navigation Limited
                              645 North Mary Avenue
                           Sunnyvale, California 94088
                     (Name and address of agent for service)

                                 (408) 481-8000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Thomas C. DeFilipps
                                 Thomas C. Klein
                                John T. McFarland
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
CALCULATION OF REGISTRATION FEE

================================================ ===================== ===================== ===================== =================
                                                                         Proposed maximum      Proposed maximum
                                                     Amount to be         offering price          aggregate             Amount of
     Title of securities to be registered             registered          per share (1)         offering price      registration fee
------------------------------------------------ --------------------- --------------------- --------------------- -----------------
Common  Stock to be issued under the
1988 Employee Stock Purchase Plan (2)......             200,000              $12.395              $2,479,000               $228
================================================ ===================== ===================== ===================== =================
Common Stock to be issued under the
2002 Stock Plan (2)........................           6,677,333              $12.395             $82,765,542             $7,614
================================================ ===================== ===================== ===================== =================
                   Totals..................           6,877,333                                  $85,244,542             $7,842
================================================ ===================== ===================== ===================== =================
(1)  Estimated solely for the purpose of calculating the amount of 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 System for the registrant's common stock on
     August 6, 2002.

(2)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
     registration statement shall also cover any additional shares of the
     registrant's common stock that become issuable under the registrant's 1988
     Employee Stock Purchase Plan or 2002 Stock Plan by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the registrant's receipt of consideration that results in
     an increase in the number of the registrant's outstanding shares of common
     stock.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Trimble  Navigation  Limited  hereby  incorporates  by  reference  in  this
registration statement the following documents:

     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
          thereto;

     o    Our  Current  Report on Form 8-K, as filed with the SEC on January 16,
          2002;

     o    Our  Current  Report on Form 8-K, as filed with the SEC on January 30,
          2002;

     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,
          2002;

     o    Our  Current  Report on Form 8-K,  as filed  with the SEC on March 21,
          2002;

     o    Our Current  Report on Form 8-K/A,  as filed with the SEC on March 28,
          2002;

     o    Our  Quarterly  Report on Form 10-Q/A for the  quarterly  period ended
          September 28, 2001, as filed with the SEC on April 25, 2002;

     o    Our  Current  Report on Form 8-K,  as filed  with the SEC on April 25,
          2002;

     o    Our Quarterly Report on Form 10-Q for the quarterly period ended March
          29, 2002, as filed with the SEC on May 13, 2002;

     o    Our  Current  Report  on Form 8-K,  as filed  with the SEC on July 24,
          2002;

     o    Our Quarterly  Report on Form 10-Q for the quarterly period ended June
          28, 2002, as filed with the SEC on August 12, 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.

     All documents  subsequently filed by Trimble Navigation Limited pursuant to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment to this registration
statement which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing such documents.

                                       II-1
Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  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 of 1933, as amended.  The  registrant's  bylaws
provide that the  registrant  will  indemnify  the  registrant's  directors  and
officers and may  indemnify  the  registrant's  employees and agents (other than
officers and directors)  against  liabilities to the fullest extent permitted by
California law. The registrant is also empowered under the  registrant's  bylaws
to enter into  indemnification  agreements with the  registrant's  directors and
officers and to purchase  insurance on behalf of any person whom the  registrant
is  required  or  permitted  to  indemnify.  The  registrant  has  entered  into
indemnification  agreements with each of the registrant's  current directors and
executive  officers  which provide for  indemnification  of, and  advancement of
expenses to, such persons to the greatest  extent  permitted by California  law,
including   by  reason  of  action  or  inaction   occurring  in  the  past  and
circumstances  in  which   indemnification   and  advancement  of  expenses  are
discretionary under California law.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

       Exhibit
       Number                  Description
    -------------   ----------------------------------------------------------

         4.1        1988 Employee Stock Purchase Plan, as amended (1)

         4.2        2002 Stock Plan, including form of Option Agreement

         5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation

        23.1        Consent of Ernst & Young LLP, Independent Auditors

        23.2        Consent of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation (included in Exhibit 5.1)

        24.1        Power of Attorney (See page II-5 of this registration
                    statement)

    (1)  Incorporated by reference to Exhibit 10.1 filed in response to
         Item 8, "Exhibits" of the registrant's Registration Statement on
         Form S-8 (File No. 33-84949) as filed with the SEC on August 11,
         1999.

Item 9.  Undertakings

                                      II-2
1. The undersigned registrant hereby undertakes:

          (a) 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, as amended (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, as amended (the "Exchange Act"),  that are incorporated by
reference in this registration statement.

          (b) 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.   (c)  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 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 6 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

                                       II-3
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.

                                       II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sunnyvale, State of California, on July 31, 2002.

                                 TRIMBLE NAVIGATION LIMITED

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

                                       II-5
POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints Steven W. Berglund and Irwin L. Kwatek,
jointly  and   severally,   his   attorney-in-fact,   each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
registration  statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact,  or
his substitute or substitutes, may do or cause to be done by virtue hereof.

     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 dates indicated.
Name                           Title                                                    Date
---------------------------------       -----------------------------------------------         ------------------
/s/ Steven W. Berglund                  President, Chief Executive Officer and Director           July 31, 2002
------------------------------
    Steven W. Berglund

/s/ Mary Ellen Genovese                  Chief Financial Officer and Assistant Secretary          July 31, 2002
-----------------------------            (Principal Financial Officer)
    Mary Ellen Genovese

/s/ Anup V. Singh                        Corporate Controller                                     July 31, 2002
----------------------------             (Principal Accounting Officer)
    Anup V. Singh

/s/ Robert S. Cooper                     Director                                                  July 23, 2002
----------------------------
    Robert S. Cooper

/s/ John B. Goodrich                     Director                                                  July 23, 2002
----------------------------
    John B. Goodrich

/s/ William Hart                         Director                                                  July 22, 2002
----------------------------
    William Hart

                                       II-6
/s/ Ulf J. Johansson                     Director                                                  July 23, 2002
----------------------------
    Ulf J. Johansson

/s/ Bradford W. Parkinson               Director                                                   July 25, 2002
----------------------------
    Bradford W. Parkinson
II-7
INDEX TO EXHIBITS

   Exhibit
   Number                 Description
-------------     --------------------------------------------------------------

     4.1          1988 Employee Stock Purchase Plan, as amended (1)

     4.2          2002 Stock Plan, including form of Option Agreement

     5.1          Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                  Corporation

    23.1          Consent of Ernst & Young LLP, Independent Auditors

    23.2          Consent of Wilson Sonsini Goodrich & Rosati, Professional
                  Corporation (included in Exhibit 5.1)

    24.1          Power of Attorney (See page II-5 of this registration
                  statement)

(1)  Incorporated by reference to Exhibit 10.1 filed in response to
     Item 8, "Exhibits" of the registrant's Registration Statement on
     Form S-8 (File No. 33-84949) as filed with the SEC on August 11,
     1999.