As filed with the Securities and Exchange Commission on May 27, 1998
                                                    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                                 94-2802192
     (State or other jurisdiction of                  (I.R.S. Employer 
      incorporation or organization)                   Identification No.)

                              645 North Mary Avenue
                           Sunnyvale, California 94088
                    (Address of Principal Executive Offices)

                        1988 Employee Stock Purchase Plan
                             1993 Stock Option Plan
                            (Full title of the plans)

                               Charles R. Trimble
                                    President
                           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:
                             John B. Goodrich, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
        <TABLE>
        <CAPTION>
          
                                                       CALCULATION OF REGISTRATION FEE
        ------------------------------------------------------------------------------------------------------------
         <S>                                   <C>             <C>               <C>               <C>    
                                                                 Proposed           Proposed             
                  Title of                         Amount        Maximum             Maximum          Amount of
                Securities to                      to be         Offering           Aggregate        Registration
                be Registered                    Registered    Price Per Share    Offering Price         Fee
        -------------------------------------------------------------------------------------------------------------
          Common Stock                           
          - 1988 Employee Stock Purchase Plan     650,000       $15.778(1)        $10,255,700.00(1)      $3,025.00
          - 1993 Stock Option Plan                600,000       $18.563(2)        $11,137,800.00(2)      $3,286.00
        --------------------------------------- ---------      ---------------- ------------------ ------------------
                                                1,250,000                         $21,393,500.00         $6,311.00
                                                =========
        -------------------------------------------------------------------------------------------------------------
<FN>

     (1)  Estimated  solely  for the  purpose of  calculating  the amount of the
registration  fee on the basis of 85% of the high and low price  reported by the
Nasdaq National Market System on May 20, 1998.

     (2)  Estimated  solely  for the  purpose of  calculating  the amount of the
registration  fee on the basis of the average of the high and low price reported
by the Nasdaq National Market System on May 20, 1998.
</FN>
</TABLE>
<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     The  registrant  hereby  incorporates  by  reference  the  contents  of the
following  Registration  Statements on Form S-8: Registration No. 33-39647 dated
April 2, 1991,  Registration  No. 34-57522 dated January 28, 1993,  Registration
No.  33-78502 dated May 3, 1994,  Registration  No.  33-91858 dated May 3, 1995,
Registration  No.  333-04670 dated May 3, 1996, and  Registration  No. 333-28429
dated June 3, 1997.


Item 8. Exhibits.

     Exhibit
     Number
     ------
      5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional 
               Corporation

     10.1      1988 Employee Stock Purchase Plan

     10.2      1993 Stock Option Plan

     23.1      Consent of Ernst & Young LLP, Independent Auditors

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

     24.1      Power of Attorney (See Page 3)


                                       2
<PAGE>




                                   SIGNATURES
The Registrant

     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 Sunnyvale, State of California, on May 19, 1998.



                                                      TRIMBLE NAVIGATION LIMITED



                                                      By:/s/ Charles R. Trimble
                                                         Charles R. Trimble,
                                                         President

                               POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints  Charles R. Trimble and Dennis R. Ing,
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.


                                       3
<PAGE>




         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/ Charles R. Trimble                        
    (Charles R. Trimble)      President, Chief Executive
                              Officer (Principal Executive
                              Officer) and Director              May 19, 1998

/s/ Dennis R. Ing
   (Dennis R. Ing)            Vice President - Finance and
                              Chief Financial Officer (Principal
                              Financial Officer and Principal
                              Accounting Officer)                May 19, 1998
/s/ Robert S. Cooper
   (Robert S. Cooper)         Director                           May 27, 1998


/s/ John B. Goodrich
   (John B. Goodrich)         Director                           May 20, 1998


/s/ William Hart
   (William Hart)             Director                           May 27, 1998

/s/ Bradford W. Parkinson
   (Bradford W. Parkinson)    Director                           May 17, 1998


                                       4
<PAGE>

 TRIMBLE NAVIGATION LIMITED

                            Certificate of Secretary


         Robert A. Trimble certifies as follows:

         1)       He is  the  duly  elected  and  acting  Secretary  of  Trimble
                  Navigation Limited, a California corporation (the "Company").

         2)       Attached  hereto  as  is  a  true  and  correct  copy  of  the
                  resolutions  adopted by the Board of  Directors of the company
                  at a meeting on December 18, 1997, and such  resolutions  have
                  not been amended or revoked an are in full force and effect on
                  the date hereof.


         IN WITNESS WHEROF,  I have executed this  certificate  this 5th day of
         May, 1998.



                                              /s/ Robert A. Trimble
                                                  Robert A. Trimble, Secretary


                                       5
<PAGE>
                                  



                           RESOLUTIONS ADOPTED BY THE

                              BOARD OF DIRETORS OF

                           TRIMBLE NAVIGATION LIMITED



         AMENDMENT OF STOCK PLANS

                  RESOLVED  FURTHER:  That the board hereby increases by 600,000
                  shares  the  number of shares of the  Company's  common  stock
                  available for issuance  under the Company's  1993 Stock Option
                  Plan from 3,200,000 shares to 3,800,000 shares.

                  RESOLVED  FURTHER:  That the board hereby increases by 650,000
                  shares  the  number of shares of the  Company's  common  stock
                  available for issuance under the Company's 1988 Employee Stock
                  Purchase Plan from 1,700,000 shares to 2,350,000 shares.



                                       6
<PAGE>




                                INDEX TO EXHIBITS


     Exhibit 
     Number         Description
     ------         ----------------------------------------------------------
     5.1            Opinion of Wilson Sonsini Goodrich & Rosati, Professional 
                    Corporation

    10.1            1988 Employee Stock Purchase Plan

    10.2            1993 Stock Option Plan

    23.1            Consent of Ernst & Young LLP, Independent Auditors

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

    24.1            Power of Attorney (see Page 3)



                                       7
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10385}]
{"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": "333-53703", "film-number": "98632410"}, "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 May 27, 1998
                                                    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                                 94-2802192
     (State or other jurisdiction of                  (I.R.S. Employer 
      incorporation or organization)                   Identification No.)

                              645 North Mary Avenue
                           Sunnyvale, California 94088
                    (Address of Principal Executive Offices)

                        1988 Employee Stock Purchase Plan
                             1993 Stock Option Plan
                            (Full title of the plans)

                               Charles R. Trimble
                                    President
                           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:
                             John B. Goodrich, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
CALCULATION OF REGISTRATION FEE
        ------------------------------------------------------------------------------------------------------------
Proposed           Proposed             
                  Title of                         Amount        Maximum             Maximum          Amount of
                Securities to                      to be         Offering           Aggregate        Registration
                be Registered                    Registered    Price Per Share    Offering Price         Fee
        -------------------------------------------------------------------------------------------------------------
          Common Stock                           
          - 1988 Employee Stock Purchase Plan     650,000       $15.778(1)        $10,255,700.00(1)      $3,025.00
          - 1993 Stock Option Plan                600,000       $18.563(2)        $11,137,800.00(2)      $3,286.00
        --------------------------------------- ---------      ---------------- ------------------ ------------------
                                                1,250,000                         $21,393,500.00         $6,311.00
                                                =========
        -------------------------------------------------------------------------------------------------------------
(1)  Estimated  solely  for the  purpose of  calculating  the amount of the
registration  fee on the basis of 85% of the high and low price  reported by the
Nasdaq National Market System on May 20, 1998.

     (2)  Estimated  solely  for the  purpose of  calculating  the amount of the
registration  fee on the basis of the average of the high and low price reported
by the Nasdaq National Market System on May 20, 1998.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The  registrant  hereby  incorporates  by  reference  the  contents  of the
following  Registration  Statements on Form S-8: Registration No. 33-39647 dated
April 2, 1991,  Registration  No. 34-57522 dated January 28, 1993,  Registration
No.  33-78502 dated May 3, 1994,  Registration  No.  33-91858 dated May 3, 1995,
Registration  No.  333-04670 dated May 3, 1996, and  Registration  No. 333-28429
dated June 3, 1997.

Item 8. Exhibits.

     Exhibit
     Number
     ------
      5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional 
               Corporation

     10.1      1988 Employee Stock Purchase Plan

     10.2      1993 Stock Option Plan

     23.1      Consent of Ernst & Young LLP, Independent Auditors

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

     24.1      Power of Attorney (See Page 3)

                                       2
SIGNATURES
The Registrant

     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 Sunnyvale, State of California, on May 19, 1998.

                                                      TRIMBLE NAVIGATION LIMITED

                                                      By:/s/ Charles R. Trimble
                                                         Charles R. Trimble,
                                                         President

                               POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints  Charles R. Trimble and Dennis R. Ing,
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.

                                       3
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/ Charles R. Trimble                        
    (Charles R. Trimble)      President, Chief Executive
                              Officer (Principal Executive
                              Officer) and Director              May 19, 1998

/s/ Dennis R. Ing
   (Dennis R. Ing)            Vice President - Finance and
                              Chief Financial Officer (Principal
                              Financial Officer and Principal
                              Accounting Officer)                May 19, 1998
/s/ Robert S. Cooper
   (Robert S. Cooper)         Director                           May 27, 1998

/s/ John B. Goodrich
   (John B. Goodrich)         Director                           May 20, 1998

/s/ William Hart
   (William Hart)             Director                           May 27, 1998

/s/ Bradford W. Parkinson
   (Bradford W. Parkinson)    Director                           May 17, 1998

                                       4
TRIMBLE NAVIGATION LIMITED

                            Certificate of Secretary

         Robert A. Trimble certifies as follows:

         1)       He is  the  duly  elected  and  acting  Secretary  of  Trimble
                  Navigation Limited, a California corporation (the "Company").

         2)       Attached  hereto  as  is  a  true  and  correct  copy  of  the
                  resolutions  adopted by the Board of  Directors of the company
                  at a meeting on December 18, 1997, and such  resolutions  have
                  not been amended or revoked an are in full force and effect on
                  the date hereof.

         IN WITNESS WHEROF,  I have executed this  certificate  this 5th day of
         May, 1998.

                                              /s/ Robert A. Trimble
                                                  Robert A. Trimble, Secretary

                                       5
RESOLUTIONS ADOPTED BY THE

                              BOARD OF DIRETORS OF

                           TRIMBLE NAVIGATION LIMITED

         AMENDMENT OF STOCK PLANS

                  RESOLVED  FURTHER:  That the board hereby increases by 600,000
                  shares  the  number of shares of the  Company's  common  stock
                  available for issuance  under the Company's  1993 Stock Option
                  Plan from 3,200,000 shares to 3,800,000 shares.

                  RESOLVED  FURTHER:  That the board hereby increases by 650,000
                  shares  the  number of shares of the  Company's  common  stock
                  available for issuance under the Company's 1988 Employee Stock
                  Purchase Plan from 1,700,000 shares to 2,350,000 shares.

                                       6
INDEX TO EXHIBITS

     Exhibit 
     Number         Description
     ------         ----------------------------------------------------------
     5.1            Opinion of Wilson Sonsini Goodrich & Rosati, Professional 
                    Corporation

    10.1            1988 Employee Stock Purchase Plan

    10.2            1993 Stock Option Plan

    23.1            Consent of Ernst & Young LLP, Independent Auditors

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

    24.1            Power of Attorney (see Page 3)

                                       7