As filed  with the  Securities  and  Exchange  Commission  on  August  13,  2004
                           Registration No. 001-14845
                           --------------------------

                       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                                  94-2802192
        ----------                                  ----------
(State or Other Jurisdiction of
Incorporation or Organization)          (I.R.S. Employer Identification No.)

                              749 North Mary Avenue
                           Sunnyvale, California 94085

          (Address of Principal Executive Offices, Including Zip Code)

                        1988 EMPLOYEE STOCK PURCHASE PLAN
                                 2002 STOCK PLAN
                            (Full Title of the Plans)

                                 Irwin L. Kwatek
                         Vice President, General Counsel
                           Trimble Navigation Limited
                              749 North Mary Avenue
                           Sunnyvale, California 94085
                     (Name and Address of Agent For Service)

                                 (408) 481-8000
          (Telephone Number, including Area Code, of Agent For Service)

                                   Copies to:
                                 Thomas J. Ivey
                    Skadden, Arps, Slate, Meagher & Flom LLP
                              525 University Avenue
                                   Suite 1100
                           Palo Alto, California 94301
                                 (650) 470-4500


                         CALCULATION OF REGISTRATION FEE

<table>
<caption>

Title of Each Class of Securities to    Amount to be      Proposed Maximum        Proposed Maximum           Amount of
           be Registered                 Registered      Offering Price Per   Aggregate Offering Price    Registration Fee
           -------------                 ----------      ------------------   ------------------------    ----------------
                                                              Share (2)
<s>                                       <c>              <c>                   <c>                     <c>
Common Stock, no par value, to be            300,000        $24.985               $ 7,495,500               $949.68
issued under the 1988 Employee Stock
Purchase Plan (1)(3)

Common Stock, no par value, to be          1,500,000        $24.985               $37,477,500             $4,748.40
issued under the 2002 Stock Plan
(1)(3)

Rights to Purchase Preferred Stock of                                                     N/A                   N/A
Registrant

</table>
<page>

 (1) This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which may become issuable under the Registrant's 1988 Employee
     Stock  Purchase Plan or 2002 Stock Plan being  registered  pursuant to this
     Registration  Statement  by  reason  of any stock  dividend,  stock  split,
     recapitalization  or any other  similar  transaction  effected  without the
     receipt of consideration  which results in an increase in the number of the
     Registrant's outstanding shares of Common Stock.

(2)  Estimated  solely for the  purposes of  calculating  the  registration  fee
     pursuant  to Rules  457(c)  and (h) under the  Securities  Act of 1933,  as
     amended (the "Securities  Act") on the basis of the average of the high and
     low sale prices for a share of common stock of Trimble  Navigation  Limited
     as reported on the Nasdaq National Market on August 9, 2004.

(3) Includes rights  ("Rights") to purchase shares of the Registrant's  Series A
    Participating  Preferred  Stock,  issuable  pursuant to that certain  Rights
    Agreement  between the  Registrant  and  ChaseMellon  Shareholder  Services,
    L.L.C., as Rights Agent,  dated February 18, 1999. The value attributable to
    the Rights, if any, is reflected in the market price of the Common Stock.


    This Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act.



                INCORPORATION OF PREVIOUS REGISTRATION STATEMENT

     Pursuant to General  Instruction E of Form S-8, Trimble  Navigation Limited
(the  "Registrant"  or the "Company") is filing this  registration  statement on
Form S-8 with the  Securities  and Exchange  Commission  (the  "Commission")  to
include an additional  300,000 shares under the Registrant's 1988 Employee Stock
Purchase Plan and an additional  1,500,000  shares under the  Registrant's  2002
Stock Plan.  Pursuant to such  Instruction  E, the contents of the  Registrant's
Forms S-8 on  Registration  Statement No.  33-39647 filed with the Commission on
April 2, 1991,  Registration Statement No. 33-57522 filed with the Commission on
January 28, 1993,  Registration Statement No. 33-78502 filed with the Commission
on May 3, 1994, Registration Statement No. 33-91858 filed with the Commission on
May 3, 1995,  Registration  Statement No. 333-04670 filed with the Commission on
May 3, 1996,  Registration  Statement No. 333-28429 filed with the Commission on
June 3, 1997,  Registration Statement No. 333-53703 filed with the Commission on
May 27, 1998,  Registration Statement No. 333-84949 filed with the Commission on
August 11, 1999,  Registration Statement No. 333-38264 filed with the Commission
on May 31, 2000,  Registration Statement No. 333-65758 filed with the Commission
on July  24,  2001  and  Registration  Statement  No.  33-97979  filed  with the
Commission on August 13, 2002 are hereby  incorporated  by reference,  except as
revised in Part II of this Registration Statement.


<page>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 2.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  Company  hereby  incorporates  by  reference  into  this  Registration
Statement the following documents:

     (a)  The Company's  Annual  Report on Form 10-K,  as amended,  for the year
          ended January 2, 2004;

     (b)  The Company's  Quarterly  Report on Form 10-Q for the quarterly period
          ended April 2, 2004;

     (c)  The Company's  Quarterly  Report on Form 10-Q for the quarterly period
          ended July 2, 2004;

     (d)  The Company's  Current  Reports on Form 8-K, filed with the Commission
          on April 27, 2004 and July 27, 2004;

     (e)  The  description  of  the  Company's  Common  Stock  contained  in the
          Company's   Registration   Statement  on  Form  8-A,  filed  with  the
          Commission on June 15, 1990, and any amendment or report filed for the
          purpose of updating such description; and

     (f)  The  description of certain  dividend  rights on the Company's  Common
          Stock contained in the Company's  Registration  Statement on Form 8-A,
          filed with the Commission on February 18, 1999.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto, California,  will pass
upon the validity of the shares of Common Stock offered hereby.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 317 of the California General Corporation Law 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. 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  its  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. In addition,  the Registrant maintains insurance on behalf of its directors
and executive officers insuring them against any liability asserted against them
in their capacities as directors or officers or arising out of this status.

<page>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


ITEM 8.   EXHIBITS

Exhibit
   No.    Description of Exhibit

   5.1    Opinion of Skadden,  Arps,  Slate,  Meagher & Flom LLP  regarding  the
          legality of the securities being registered.

   23.1   Consent of Ernst & Young LLP.

   23.2   Consent of  Skadden,  Arps,  Slate,  Meagher & Flom LLP  (included  in
          Exhibit 5.1).

   24.1   Power of Attorney (included on signature page).

ITEM 9. UNDERTAKINGS

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;

       (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;

       (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 paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and, the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports filed with or furnished to the  Commission  by the  Registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
(the  "Exchange  Act") that are  incorporated  by reference in the  Registration
Statement.

     (b) That, for the purpose of determining any liability under the Securities
         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  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of

<page>

     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to 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 Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.


<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  Form  S-8
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the city of Sunnyvale, State of California, on this 13th day
of August, 2004.

                               TRIMBLE NAVIGATION LIMITED

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


                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Steven W.  Berglund and Irwin L. Kwatek,  and each of them,  his or her true and
lawful  attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution,  for him  and in his  name,  place,  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and additions to this  Registration  Statement,  and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents full power and  authority  to do and  perform  each and every act and
thing  requisite  and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person,  hereby  ratifying and  confirming all
that said  attorneys-in-fact  and agents or his  substitute or  substitutes  may
lawfully 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.

Signature                     Title                             Date
---------                     -----                             ----

/s/ Steven W. Berglund        President,                        August 13, 2004
----------------------        Chief Executive Officerand Director
Steven W. Berglund            (Principal Executive Officer)

/s/ Mary Ellen Genovese       Chief Financial Officer           August 13, 2004
-----------------------       (Principal Financial Officer)
Mary Ellen Genovese

/s/ Anup V. Singh             Corporate Controller              August 13, 2004
-----------------             (Principal Accounting Officer)
Anup V. Singh

                              Director                          August ___, 2004
--------------------
Robert S. Cooper

/s/ John B. Goodrich          Director                          August 11, 2004
--------------------
John B. Goodrich

/s/ William Hart              Director                          August 10, 2004
----------------
William Hart

Ulf Johansson                 Director                          August 12, 2004
-------------
Ulf Johansson

                              Director                          August ___, 2004
---------------------
Bradford W. Parkinson

/s/ Nickolas W. Vande Steeg   Director                          August 11, 2004
---------------------------
Nickolas W. Vande Steeg


<PAGE>


                                  EXHIBIT INDEX


Exhibit
  No.     Description of Exhibit

  5.1     Opinion of Skadden,  Arps,  Slate,  Meagher & Flom LLP  regarding  the
          legality of the securities being registered.

  23.1    Consent of Ernst & Young LLP.

  23.2    Consent of  Skadden,  Arps,  Slate,  Meagher & Flom LLP  (included  in
          Exhibit 5.1).

  24.1    Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "forms8-081304.txt", "secsgml_size_bytes": 17749}]
{"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": "333-118212", "film-number": "04973893"}, "business-address": {"street1": "749 NORTH MARY AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94085", "phone": "4084818000"}, "mail-address": {"street1": "749 NORTH MARY AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94085"}}
As filed  with the  Securities  and  Exchange  Commission  on  August  13,  2004
                           Registration No. 001-14845
                           --------------------------

                       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                                  94-2802192
        ----------                                  ----------
(State or Other Jurisdiction of
Incorporation or Organization)          (I.R.S. Employer Identification No.)

                              749 North Mary Avenue
                           Sunnyvale, California 94085

          (Address of Principal Executive Offices, Including Zip Code)

                        1988 EMPLOYEE STOCK PURCHASE PLAN
                                 2002 STOCK PLAN
                            (Full Title of the Plans)

                                 Irwin L. Kwatek
                         Vice President, General Counsel
                           Trimble Navigation Limited
                              749 North Mary Avenue
                           Sunnyvale, California 94085
                     (Name and Address of Agent For Service)

                                 (408) 481-8000
          (Telephone Number, including Area Code, of Agent For Service)

                                   Copies to:
                                 Thomas J. Ivey
                    Skadden, Arps, Slate, Meagher & Flom LLP
                              525 University Avenue
                                   Suite 1100
                           Palo Alto, California 94301
                                 (650) 470-4500

                         CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to    Amount to be      Proposed Maximum        Proposed Maximum           Amount of
           be Registered                 Registered      Offering Price Per   Aggregate Offering Price    Registration Fee
           -------------                 ----------      ------------------   ------------------------    ----------------
                                                              Share (2)
Common Stock, no par value, to be            300,000        $24.985               $ 7,495,500               $949.68
issued under the 1988 Employee Stock
Purchase Plan (1)(3)

Common Stock, no par value, to be          1,500,000        $24.985               $37,477,500             $4,748.40
issued under the 2002 Stock Plan
(1)(3)

Rights to Purchase Preferred Stock of                                                     N/A                   N/A
Registrant
(1) This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which may become issuable under the Registrant's 1988 Employee
     Stock  Purchase Plan or 2002 Stock Plan being  registered  pursuant to this
     Registration  Statement  by  reason  of any stock  dividend,  stock  split,
     recapitalization  or any other  similar  transaction  effected  without the
     receipt of consideration  which results in an increase in the number of the
     Registrant's outstanding shares of Common Stock.

(2)  Estimated  solely for the  purposes of  calculating  the  registration  fee
     pursuant  to Rules  457(c)  and (h) under the  Securities  Act of 1933,  as
     amended (the "Securities  Act") on the basis of the average of the high and
     low sale prices for a share of common stock of Trimble  Navigation  Limited
     as reported on the Nasdaq National Market on August 9, 2004.

(3) Includes rights  ("Rights") to purchase shares of the Registrant's  Series A
    Participating  Preferred  Stock,  issuable  pursuant to that certain  Rights
    Agreement  between the  Registrant  and  ChaseMellon  Shareholder  Services,
    L.L.C., as Rights Agent,  dated February 18, 1999. The value attributable to
    the Rights, if any, is reflected in the market price of the Common Stock.

    This Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act.

                INCORPORATION OF PREVIOUS REGISTRATION STATEMENT

     Pursuant to General  Instruction E of Form S-8, Trimble  Navigation Limited
(the  "Registrant"  or the "Company") is filing this  registration  statement on
Form S-8 with the  Securities  and Exchange  Commission  (the  "Commission")  to
include an additional  300,000 shares under the Registrant's 1988 Employee Stock
Purchase Plan and an additional  1,500,000  shares under the  Registrant's  2002
Stock Plan.  Pursuant to such  Instruction  E, the contents of the  Registrant's
Forms S-8 on  Registration  Statement No.  33-39647 filed with the Commission on
April 2, 1991,  Registration Statement No. 33-57522 filed with the Commission on
January 28, 1993,  Registration Statement No. 33-78502 filed with the Commission
on May 3, 1994, Registration Statement No. 33-91858 filed with the Commission on
May 3, 1995,  Registration  Statement No. 333-04670 filed with the Commission on
May 3, 1996,  Registration  Statement No. 333-28429 filed with the Commission on
June 3, 1997,  Registration Statement No. 333-53703 filed with the Commission on
May 27, 1998,  Registration Statement No. 333-84949 filed with the Commission on
August 11, 1999,  Registration Statement No. 333-38264 filed with the Commission
on May 31, 2000,  Registration Statement No. 333-65758 filed with the Commission
on July  24,  2001  and  Registration  Statement  No.  33-97979  filed  with the
Commission on August 13, 2002 are hereby  incorporated  by reference,  except as
revised in Part II of this Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 2.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  Company  hereby  incorporates  by  reference  into  this  Registration
Statement the following documents:

     (a)  The Company's  Annual  Report on Form 10-K,  as amended,  for the year
          ended January 2, 2004;

     (b)  The Company's  Quarterly  Report on Form 10-Q for the quarterly period
          ended April 2, 2004;

     (c)  The Company's  Quarterly  Report on Form 10-Q for the quarterly period
          ended July 2, 2004;

     (d)  The Company's  Current  Reports on Form 8-K, filed with the Commission
          on April 27, 2004 and July 27, 2004;

     (e)  The  description  of  the  Company's  Common  Stock  contained  in the
          Company's   Registration   Statement  on  Form  8-A,  filed  with  the
          Commission on June 15, 1990, and any amendment or report filed for the
          purpose of updating such description; and

     (f)  The  description of certain  dividend  rights on the Company's  Common
          Stock contained in the Company's  Registration  Statement on Form 8-A,
          filed with the Commission on February 18, 1999.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto, California,  will pass
upon the validity of the shares of Common Stock offered hereby.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 317 of the California General Corporation Law 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. 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  its  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. In addition,  the Registrant maintains insurance on behalf of its directors
and executive officers insuring them against any liability asserted against them
in their capacities as directors or officers or arising out of this status.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS

Exhibit
   No.    Description of Exhibit

   5.1    Opinion of Skadden,  Arps,  Slate,  Meagher & Flom LLP  regarding  the
          legality of the securities being registered.

   23.1   Consent of Ernst & Young LLP.

   23.2   Consent of  Skadden,  Arps,  Slate,  Meagher & Flom LLP  (included  in
          Exhibit 5.1).

   24.1   Power of Attorney (included on signature page).

ITEM 9. UNDERTAKINGS

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;

       (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;

       (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 paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and, the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports filed with or furnished to the  Commission  by the  Registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
(the  "Exchange  Act") that are  incorporated  by reference in the  Registration
Statement.

     (b) That, for the purpose of determining any liability under the Securities
         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  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to 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 Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.
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  Form  S-8
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the city of Sunnyvale, State of California, on this 13th day
of August, 2004.

                               TRIMBLE NAVIGATION LIMITED

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

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Steven W.  Berglund and Irwin L. Kwatek,  and each of them,  his or her true and
lawful  attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution,  for him  and in his  name,  place,  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and additions to this  Registration  Statement,  and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents full power and  authority  to do and  perform  each and every act and
thing  requisite  and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person,  hereby  ratifying and  confirming all
that said  attorneys-in-fact  and agents or his  substitute or  substitutes  may
lawfully 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.

Signature                     Title                             Date
---------                     -----                             ----

/s/ Steven W. Berglund        President,                        August 13, 2004
----------------------        Chief Executive Officerand Director
Steven W. Berglund            (Principal Executive Officer)

/s/ Mary Ellen Genovese       Chief Financial Officer           August 13, 2004
-----------------------       (Principal Financial Officer)
Mary Ellen Genovese

/s/ Anup V. Singh             Corporate Controller              August 13, 2004
-----------------             (Principal Accounting Officer)
Anup V. Singh

                              Director                          August ___, 2004
--------------------
Robert S. Cooper

/s/ John B. Goodrich          Director                          August 11, 2004
--------------------
John B. Goodrich

/s/ William Hart              Director                          August 10, 2004
----------------
William Hart

Ulf Johansson                 Director                          August 12, 2004
-------------
Ulf Johansson

                              Director                          August ___, 2004
---------------------
Bradford W. Parkinson

/s/ Nickolas W. Vande Steeg   Director                          August 11, 2004
---------------------------
Nickolas W. Vande Steeg
EXHIBIT INDEX

Exhibit
  No.     Description of Exhibit

  5.1     Opinion of Skadden,  Arps,  Slate,  Meagher & Flom LLP  regarding  the
          legality of the securities being registered.

  23.1    Consent of Ernst & Young LLP.

  23.2    Consent of  Skadden,  Arps,  Slate,  Meagher & Flom LLP  (included  in
          Exhibit 5.1).

  24.1    Power of Attorney (included on signature page).