SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934



Filed by the Registrant [X]
Filed by a Party other than Registrant [ ]

Check the appropriate box:

 [ ] Preliminary Proxy Statement
 [ ] Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
 [X] Definitive Proxy Statement
 [ ] Definitive Additional Materials
 [ ] Soliciting Material Pursuant to ' 240.14a-11(c) or ' 240.14a-12


                           Trimble Navigation Limited
        ----------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)


     ----------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

 [X] No fee required.
 [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
      (1) Title of each class of securities to which transaction applies: N/A 
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      (3) Per unit price or other underlying value of transaction computed 
          pursuant to Exchange Act Rule 0-11:   N/A
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     was paid previously. Identify the previous filing by registration statement
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      (1) Amount Previously Paid:   N/A
      (2) Form, Schedule, or Registration Statement No.:   N/A
      (3) Filing Party:   N/A
      (4) Date Filed:  N/A


<PAGE>


                           TRIMBLE NAVIGATION LIMITED



                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 15, 1997

TO THE SHAREHOLDERS:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of  Shareholders  of Trimble
Navigation Limited (the "Company") will be held at the Company's facility at 749
North Mary Avenue,  Sunnyvale,  California 94088, on Thursday,  May 15, 1997, at
4:00 p.m. local time, for the following purposes:

     1.   To elect  directors  to serve for the  ensuing  year and  until  their
          successors are elected.

     2.   To approve an  increase  of 600,000  shares in the number of shares of
          Common  Stock  reserved for issuance  under the  Company's  1993 Stock
          Option Plan.

     3.   To ratify  the  appointment  of Ernst & Young  LLP as the  independent
          auditors of the Company for the fiscal year ending December 31, 1997.

     4.   To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournment thereof.

     The  foregoing  items of  business  are more fully  described  in the Proxy
Statement accompanying this Notice.

     Only  shareholders  of record at the close of business  on March 16,  1997,
will  be  entitled  to  notice  of and to  vote  at the  Annual  Meeting  or any
adjournment thereof.

     All  shareholders  are  cordially  invited to attend the Annual  Meeting in
person.  However, to ensure your representation at the meeting, you are urged to
mark,  sign,  date, and return the enclosed Proxy as promptly as possible in the
postage-prepaid  envelope enclosed for that purpose.  Any shareholder  attending
the meeting may vote in person even if such shareholder returned a Proxy.

                                                   For the Board of Directors
                                                   TRIMBLE NAVIGATION LIMITED

                                                   ROBERT A. TRIMBLE
                                                   Secretary
Sunnyvale, California
A
pril 2, 1997

    IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
    REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE 
    POSTAGE-PREPAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE
    REPRESENTED AT THE MEETING.



<PAGE>



                           TRIMBLE NAVIGATION LIMITED

                                 ---------------

                               PROXY STATEMENT FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                                  May 15, 1997


     The  enclosed  Proxy is  solicited  on behalf of the Board of  Directors of
Trimble Navigation Limited, a California corporation (the "Company"), for use at
the Company's  Annual Meeting of Shareholders  ("Annual  Meeting") to be held on
May  15,  1997,  at  4:00  p.m.  local  time,  and  at  any   adjournment(s)  or
postponement(s)   thereof,  for  the  purposes  set  forth  herein  and  in  the
accompanying Notice of Annual Meeting of Shareholders.

     The  Company's  principal  executive  offices are located at 645 North Mary
Avenue,  Sunnyvale,  California  94088.  The telephone number at that address is
(408) 481-8000.

     These proxy  solicitation  materials were mailed on or about April 2, 1997,
to all  shareholders  entitled  to vote  at the  Annual  Meeting.  A copy of the
Company's 1996 Annual Report on Form 10-K accompanies this Proxy Statement.

                 INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date and Shares Outstanding

     Shareholders  of  record at the close of  business  on March 16,  1997 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting. At
the Record Date,  the Company had issued and  outstanding  22,303,914  shares of
Common Stock.

Revocability of Proxies

     Any proxy given pursuant to this  solicitation may be revoked by the person
giving it at any time  before  its use by  delivering  to the  Company a written
notice  of  revocation  or a duly  executed  proxy  bearing  a later  date or by
attending the meeting and voting in person.

Voting

     Each share of Common  Stock  outstanding  on the Record Date is entitled to
one vote. In addition,  every  shareholder  voting for the election of directors
may cumulate such  shareholder's  votes and give one candidate a number of votes
equal to the  number of  directors  to be  elected  multiplied  by the number of
shares  held by the  shareholder  as of the  Record  Date,  or  distribute  such
shareholder's  votes  on the same  principle  among  as many  candidates  as the
shareholder  may select,  provided  that votes  cannot be cast for more than the
number of directors to be elected.  However, no shareholder shall be entitled to
cumulate votes unless the candidate's  name has been placed in nomination  prior
to the voting and the shareholder, or any other shareholder, has given notice at
the meeting prior to the voting of the  intention to cumulate the  shareholder's
votes.  An  automated  system  administered  by  the  Company's  transfer  agent
tabulates the votes.  Abstentions and broker  non-votes are each included in the
determination  of the number of shares  present and voting at the Annual Meeting
and the presence or absence of a quorum.  The  required  quorum is a majority of
the  shares  outstanding  on  the  Record  Date.   Abstentions  are  counted  in
tabulations of the votes cast on proposals  presented to  shareholders,  whereas
broker non-votes are not counted for purposes of determining  whether a proposal
has been approved.


                                  1

<PAGE>


Solicitation of Proxies

     The cost of this solicitation will be borne by the Company. The Company has
retained the services of Skinner & Co. to solicit  proxies,  for which  services
the Company has agreed to pay $3,500 and will  reimburse  certain  out-of-pocket
expenses.   The  Company  may  reimburse   brokerage  firms  and  other  persons
representing  beneficial  owners of  shares  for their  expenses  in  forwarding
soliciting materials to such beneficial owners. Proxies may also be solicited by
certain of the Company's  directors,  officers,  and regular employees,  without
additional compensation, personally or by telephone, telegram or facsimile.

Deadline for Receipt of Shareholder Proposals for 1998 Annual Meeting

     Proposals of shareholders  of the Company  intended to be presented by such
shareholders  at the  Company's  1998  Annual  Meeting  must be  received by the
Company no later than December 3, 1997 in order that they may be included in the
proxy statement and form of proxy related to that meeting.



                        PROPOSAL I--ELECTION OF DIRECTORS

Nominees

     A board of five  directors is to be elected at the Annual  Meeting.  Zvonko
Fazarinc,  who was a member of the Company's  Board of Directors  last year, has
announced  his intended  retirement  and will not stand for  re-election  at the
Annual  Meeting  this year.  Effective  as of the Annual  Meeting,  the Board of
Directors  will be  reduced  from six  members  to five  members.  The  Board of
Directors of the Company has  authorized the nomination at the Annual Meeting of
the persons named below as candidates.

     The names of the nominees and certain  information about them are set forth
below:

<TABLE>
<CAPTION>

 Name of Nominee         Age                 Principal Occupation                   Director
                                                                                     Since
- ---------------------------------------------------------------------------------------------
<S>                      <C>       <C>                                                <C>    

 Charles R. Trimble       55        President and Chief Executive Officer of the       1981
                                      Company

 John B. Goodrich         55        Member of the law firm of Wilson Sonsini           1981
                                     Goodrich & Rosati, P.C., legal counsel to
                                     the Company


 William Hart             56        General Partner, Technology Partners               1984


 Bradford W. Parkinson    62        Professor, Stanford University                     1984

 Robert S. Cooper         65        President, Chief Executive Officer and Chairman    1989
                                     of the Board of Directors of Atlantic
                                     Aerospace Electronic Corporation

</TABLE>


     Charles R. Trimble has served as President,  Chief Executive Officer, and a
director  of the  Company  since  November  1978  and was  one of the  Company's
founders.  Prior to founding the Company,  he was Manager of Integrated  Circuit
Research and Development at the Santa Clara division of Hewlett-Packard Company,
an instrumentation and computer manufacturer. Mr. Trimble received a B.S. degree
in Engineering (Physics) in 1963 and an M.S. degree in Electrical Engineering in
1964 from the California Institute of Technology.

     John B.  Goodrich  has served as a director  of the Company  since  January
1981. Mr. Goodrich is a member of Wilson Sonsini Goodrich & Rosati, Professional
Corporation,  legal counsel to the Company.  Mr. Goodrich received a B.A. degree
from Stanford  University in 1963, a J.D. degree from the University of Southern
California in 1966, and an L.L.M. degree in Taxation from New York University in
1970.


                                       2

<PAGE>


     William Hart has served as a director of the Company since  December  1984.
Mr.  Hart is a  General  Partner  of  Technology  Partners,  a  venture  capital
management firm that he founded in 1980. Mr. Hart previously held positions with
Cresap,   McCormick  and  Paget,   a  management   consulting   firm,  and  with
International  Business  Machines  Corporation.  Mr.  Hart is also  currently  a
director of CellNet  Data  Systems,  Inc.,  The Qualix  Group,  Inc. and Silicon
Gaming, Inc. Mr. Hart received a Bachelor of Management  Engineering degree from
Rensselaer Polytechnic Institute in 1965 and an M.B.A. degree from the Amos Tuck
School of Business Administration at Dartmouth College in 1967.

     Bradford W.  Parkinson  has served as a director of the Company since 1984,
and as a  consultant  to the  Company  since  1982.  Dr.  Parkinson  has  been a
Professor of Aeronautics and Astronautics at Stanford  University since 1984 and
Program Manager for several Federal Aviation  Administration  sponsored research
projects on the use of Global Positioning Systems for navigation.  Dr. Parkinson
was the  original  Program  Manager  for the  Global  Positioning  System at the
Department  of Defense,  where he directed  development  from 1972 to 1978.  Dr.
Parkinson  received a B.S.  degree in General  Engineering  from the U.S.  Naval
Academy in 1957, an M.S. degree in Aeronautics/Astronautics Engineering from the
Massachusetts   Institute  of  Technology  in  1961,  and  a  Ph.D.   degree  in
Astronautics Engineering from Stanford University in 1966.

     Robert S. Cooper has served as a director of the Company  since April 1989.
Since 1985, Dr. Cooper has been President, Chief Executive Officer, and Chairman
of the Board of  Directors of Atlantic  Aerospace  Electronics  Corporation,  an
aerospace company.  From 1981 to 1985, he was Assistant Secretary of Defense for
Research and Technology and simultaneously held the position of Director for the
Defense Advanced  Research  Projects Agency (DARPA).  Dr. Cooper received a B.S.
degree in Electrical  Engineering from State University of Iowa in 1954, an M.S.
degree in  Electrical  Engineering  from Ohio State  University  in 1958,  and a
Doctor  of  Science  degree in  Electrical  Engineering  from the  Massachusetts
Institute of Technology in 1963.

Vote Required

     The five nominees  receiving the highest number of affirmative votes of the
shares  entitled to be voted shall be elected as directors.  Votes withheld from
any director are counted for purposes of determining  the presence or absence of
a quorum,  but have no legal  effect  under  California  law.  While there is no
definitive  statutory  or case law  authority  in  California  as to the  proper
treatment of abstentions and broker non-votes in the election of directors,  the
Company  believes that both  abstentions and broker  non-votes should be counted
solely for  purposes  of  determining  whether a quorum is present at the Annual
Meeting.  In the absence of controlling  precedent to the contrary,  the Company
intends to treat  abstentions and broker  non-votes with respect to the election
of directors in this manner.

     Unless otherwise directed, the proxy holders will vote the proxies received
by them for the five  nominees  named  below,  all of whom were  elected  by the
shareholders  at the last annual  meeting  and are  presently  directors  of the
Company.  In the event that any such nominee is unable or declines to serve as a
director at the time of the Annual  Meeting,  the proxies  will be voted for any
nominee who shall be  designated  by the present  Board of Directors to fill the
vacancy.  In the event that  additional  persons are  nominated  for election as
directors, the proxy holders intend to vote all proxies received by them in such
a manner as will ensure the election of as many of the nominees  listed below as
possible.  In  such  event,  the  specific  nominees  to be  voted  for  will be
determined  by the proxy  holders.  It is not expected  that any nominee will be
unable or will decline to serve as a director.  The directors  elected will hold
office until the next annual meeting of shareholders  and until their successors
are elected and qualified.

Recommendation of the Board of Directors

 
    The Board of Directors recommends that shareholders vote FOR re-election of
the  above-named  directors  to the Board of  Directors  of the  Company.  

                                       3

<PAGE>


Board Meetings and Committees

     The Board of Directors  held eleven  meetings  during the fiscal year ended
December 31, 1996. No director  attended  fewer than 75% of the aggregate of all
meetings of the Board of Directors and the  committees,  if any, upon which such
director served.

     The Board of Directors has a standing Audit  Committee.  The members of the
Audit  Committee are directors Hart and Parkinson.  The Audit Committee held one
meeting during fiscal 1996. The purposes of the Audit Committee are to make such
examinations as are necessary to monitor the corporate  financial  reporting and
the internal and external audits of the corporation,  to provide to the Board of
Directors the results of its examinations and recommendations derived therefrom,
to  outline  to the Board of  Directors  improvements  made,  or to be made,  in
internal accounting controls, to nominate independent  auditors,  and to provide
such  additional  information  as the committee  may deem  necessary to make the
Board of Directors  aware of  significant  financial  matters  which require the
Board's attention.

     The Board of Directors has a standing Compensation  Committee.  The members
of  the  Compensation   Committee  are  directors   Cooper  and  Fazarinc.   The
Compensation  Committee  held one meeting during fiscal 1996. The purpose of the
Compensation  Committee is to review and make  recommendations to the full Board
of Directors with respect to all forms of compensation to be paid or provided to
the executive officers of the Company.

     The  Board  of  Directors  has  no  standing  nominating  committee  or any
committee performing the functions of such committee.

Compensation Committee Interlocks and Insider Participation

     Robert S. Cooper and Zvonko Fazarinc served as members of the  Compensation
Committee  during the fiscal year ended  December 31,  1996.  No past or present
members of the Compensation  Committee are or have been employees or officers of
the Company.

Compensation Committee Report

     The  Compensation  Committee  of the Board of Directors  (the  "Committee")
establishes   the  general   compensation   policies  of  the  Company  and  the
compensation plans and specific compensation levels for executive officers.

     The Committee believes that the compensation of the Chief Executive Officer
should be  primarily  influenced  by the overall  financial  performance  of the
Company. The compensation of the Chief Executive Officer is established within a
range of  compensation  for  similarly  situated  chief  executive  officers  of
comparable  companies  in the high  technology  and  related  industries  in the
Standard & Poor's High Technology  Composite Index ("peer  companies") and their
performance according to data obtained by the Committee from independent outside
consultants and publicly  available data, such as proxy data from peer companies
as adjusted by consideration of the particular factors influencing the Company's
performance.  A portion of the Chief Executive Officer's compensation package is
established as base salary and the balance is variable and consists of an annual
cash bonus and stock option grants.  Within the established range, the Committee
sets the Chief  Executive  Officer's  base  salary  according  to the  Company's
historical  performance  compared  to  peer  companies  and the  challenges  and
opportunities  accredited  to the Company.  Based on these  considerations,  the
Committee  raised the Chief  Executive  Officer's  base salary to $330,000  from
$300,000.  In addition,  the  Committee  determined  to continue  the  Company's
practice of paying the Chief Executive Officer an additional $12,000 per year as
supplemental   compensation.   Based   primarily  on  the   Company's   relative
performance,  the Committee  determined that there would be no annual cash bonus


                                       4

<PAGE>


paid to the Company's senior executive  officers,  including the Chief Executive
Officer,  for fiscal year 1996.  Based on the  Committee's  evaluation  of the
Chief  Executive  Officer's  ability  to  influence  the  long-term  growth  and
profitability  of the Company,  the Committee  decided that the Chief  Executive
Officer  should  receive  an  option  grant to  purchase  20,000  shares  of the
Company's  Common Stock with an exercise  price of the current fair market value
and vesting over the next five years.

     The  Committee   also  adopted   similar   policies  with  respect  to  the
compensation of other senior executive officers of the Company. A portion of the
compensation  package is  established as base salary and the balance is variable
and  consists  of an annual cash bonus and stock  option  grants.  Using  salary
survey data supplied by outside  consultants and other publicly  available data,
such as proxy data from peer companies,  the Committee establishes base salaries
that are within a range of salaries of similarly  situated executive officers at
comparable  companies.  The Committee  also  considers  factors such as relative
Company  performance,  the performance of the business unit for which the senior
executive  is  responsible  and the  individual's  past  performance  and future
potential in determining  the base salaries of senior  executive  officers.  The
size of  option  grants  to  senior  executive  officers  is  determined  by the
Committee's  evaluation  of the  executive's  ability to influence the Company's
long-term  growth  and  profitability.  Generally,  options  are  granted at the
current market price.  Since the value of an option bears a direct  relationship
to the  Company's  stock  price,  it is an effective  incentive  for managers to
create value for shareholders. The Committee therefore views stock options as an
important component of its long-term, performance-based compensation philosophy.

     Robert S. Cooper, Member                   Zvonko Fazarinc, Member
     Compensation Committee                     Compensation Committee


Compensation of Directors

     Cash Compensation. The Company currently does not pay any cash compensation
to directors for serving on the Board of Directors or committees of the Board of
Directors.  The Company does reimburse all non-employee directors for travel and
other necessary  business expenses incurred in the performance of their services
as directors.

     1990 Director  Stock Option Plan.  The Company's 1990 Director Stock Option
Plan (the "Director Plan") was adopted by the Board of Directors on December 19,
1990 and  approved by the  shareholders  on April 24,  1991.  A total of 380,000
shares of the Company's Common Stock is currently reserved for issuance upon the
exercise of options issuable pursuant to the Director Plan ("Director Options").
The Director Plan provides for the annual granting of nonstatutory stock options
to non-employee directors of the Company ("Outside Directors"). All such options
vest over five years and have an exercise  price equal to the fair market  value
of the Company's Common Stock on the date of grant. In addition, all such grants
are  automatic  and  are  not  subject  to the  discretion  of any  person  upon
re-election  of each such  director.  During the fiscal year ended  December 31,
1996, Directors Cooper, Fazarinc, Goodrich, Hart and Parkinson were each granted
Director  Options to purchase  5,000  shares at an exercise  price of $23.00 per
share.

     Other Arrangements. Dr. Parkinson has served as a consultant to the Company
since 1982. He is currently paid $4,750 per month for such services.

                                       5

<PAGE>
 
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth the  shares of  Company's  Common  Stock
beneficially  owned as of the  Record  Date  by:  (i) all  persons  known to the
Company to be the beneficial owners of more than 5% of the Company's outstanding
Common  Stock,  (ii) each  director of the  Company,  (iii) the Chief  Executive
Officer of the Company and other executive  officers of the Company named in the
Summary  Compensation  Table contained in "COMPENSATION OF EXECUTIVE  OFFICERS",
and (iv) all directors and executive officers of the Company as a group:

<TABLE>
<CAPTION>
 
                                                                                 Shares
                                                                            Beneficially Owned
                                                                        ---------------------------
Directors, Executive Officers and 5% Shareholders(1)                      Number (2)       Percent
- -----------------------------------------------------                   ---------------------------                                 
<S>                                                                      <C>                 <C>   
Charles R. Trimble(3)...............................................      1,608,063           7.21

Robert S. Cooper(4).................................................         68,000              *

Zvonko Fazarinc(5)..................................................         53,664              *

John B. Goodrich(6).................................................         26,821              *

William Hart(7).....................................................         72,642              *

Bradford W. Parkinson(8)............................................         44,984              *

James L. Sorden(9)..................................................        260,445           1.17

David E. Vaughn(10).................................................         32,806              *

Bruce E. Alspach(11)................................................              0              0

Charles R. Joseph(12)...............................................              0              0

David M. Hall(13)...................................................         11,654              *

All Directors and Executive Officers as a group                          
     (14 persons)(3)-(13)...........................................      2,470,710          10.94
- ---------------------------------------------------------------------
<FN>
*       Less than 1%
(1)     Except as  otherwise  noted,  the  business  address of each of the persons  named in this
        table is: c/o Trimble Navigation  Limited,  645 North Mary Avenue,  Sunnyvale,  California
        94088.
(2)     Except as  indicated  in the  footnotes  to this table and  pursuant  to
        applicable  community property laws, the persons named in the table have
        sole voting and  investment  power with  respect to all shares of common
        stock shown as beneficially owned by them.
(3)     Includes  1,582,341  shares held in a family  limited  partnership  and 5,722  shares held
        pursuant to the Company's 401(k) Plan.
(4)     Includes 35,000 shares subject to stock options  exercisable  within 60 days of the Record
        Date.
(5)     Includes 35,000 shares subject to stock options  exercisable  within 60 days of the Record
        Date.  Mr.  Fazarinc will not stand for  re-election  to the Company's  Board of Directors
        at the Annual Meeting.  See "PROPOSAL I--ELECTION OF DIRECTORS--Nominees".
(6)     Includes  8,333 shares subject to stock options  exercisable  within 60 days of the Record
        Date.
(7)     Includes 1,106 shares held by venture capital funds of which Mr. Hart is
        a general  partner or managing  partner.  Also  includes  35,000  shares
        subject to stock options exercisable within 60 days of the Record Date.
(8)     Includes 3 shares held by Dr. Parkinson's spouse, 2,515 shares held in a
        charitable  remainder  trust and 41,000 shares  subject to stock options
        exercisable within 60 days of the Record Date.
(9)     Includes  41,393 shares subject to stock options  exercisable  within 60
        days of the Record Date and 3,975 shares held  pursuant to the Company's
        401(k) Plan.
(10)    Includes 32,608 shares subject to stock options  exercisable  within 60 days of the Record
        Date.
(11)    Mr. Alspach resigned from the Company effective January 1, 1997.
(12)    Mr. Joseph  resigned from the Company  effective  November 1, 1996.  See
        "COMPENSATION  OF  EXECUTIVE   OFFICERS--Summary   Compensation   Table",
        footnote 8.
(13)    Includes 10,833 shares subject to stock options  exercisable  within 60 days of the Record
        Date.
(14)    Includes  262,030  shares  subject  to stock  options  exercisable  within  60 days of the
        Record Date.
</FN>
</TABLE>

                                       6

<PAGE>

                       COMPENSATION OF EXECUTIVE OFFICERS

     The following table sets forth the cash  compensation,  including  bonuses,
for the three years ended December 31, 1996 paid to the Chief Executive  Officer
of the Company, the four other most highly compensated executive officers of the
Company at year end and one former executive  officer who would have been one of
the four  other  most  highly  compensated  except  for the fact that he was not
serving as an executive officer at December 31, 1996:

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                    Long-term
                                           Annual Compensation(1) Compensation(2)
                                          ----------------------- ---------------
                                                                    Securities       
                                                                    Underlying     All Other
                                              Salary       Bonus      Options    Compensation(3)
Name and Principal Position         Year       ($)          ($)         (#)           ($)
- ----------------------------       ------    ---------   --------  -----------   ---------------
<S>                                <C>      <C>           <C>          <C>           <C>   
Charles R. Trimble                  1996     320,942           0        20,000        16,600(4)
  President and Chief Executive
  Officer                           1995     282,000       8,460             0              900
                                    1994     240,333      63,688             0              800

James L. Sorden                     1996     221,583           0        20,000            1,200
  Executive Vice President,
  Commercial Products               1995     203,333       6,100             0              700
                                    1994     156,625      41,506        20,000              900

David E. Vaughn                     1996     206,641           0        20,000        49,590(5)
  Executive Vice President,
  Business Development              1995     192,500       5,775             0        49,358(6)
                                    1994     155,000      41,075        20,000        44,067(7)

Bruce E. Alspach                    1996     173,355           0             0            1,200
  Vice President, Aerospace         1995     141,373       4,241             0            1,200
                                    1994      69,000      18,285        60,000              600

Charles R. Joseph(8)                1996     166,660           0             0            9,000
  Former Executive Vice
  President, Software and
  Component Tecnologies             1995     181,667       5,450             0           10,800
                                    1994     151,500      44,440        20,000           10,800

David M. Hall                       1996     152,447           0        20,000            7,200
  Vice President, Software and
  Component Technologies            1995     142,900       4,673        10,000            7,200
                                    1994     115,456      33,980        10,000            6,600
- ----------------------------------
<FN>
(1) Compensation  deferred at the  election of  executive  is included in the  category and in the
    year earned.
(2) The Company has not issued stock  appreciation  rights or  restricted  stock
    awards. The Company has no "long-term incentive plan" as the term is defined
    in the applicable rules.
(3) Includes  amounts  contributed by the Company  pursuant to Section 401(k) of
    the  Internal  Revenue Code of 1986,  as amended,  for the periods for which
    they  accrued.  All  full-time  employees  of the  Company  are  eligible to
    participate in the Company's  401(k) plan.  Amounts also include  automobile
    allowances paid to: Mr. Vaughn of $9,000,  $9,000, and $7,250 for 1996, 1995
    and 1994,  respectively;  Mr. Joseph of $9,000, $9,600, and $9,600 for 1996,
    1995 and 1994, respectively;  and Mr. Hall of $6,000, $6,000, and $5,500 for
    1996, 1995 and 1994, respectively.
(4) Includes $15,400 paid by the Company for tax planning services provided to Mr. Trimble.
(5) Includes  $39,390  for a loan  made to Mr.  Vaughn by the  Company  that was  forgiven  by the
    Company.
(6) Includes  $39,158  for a loan  made to Mr.  Vaughn by the  Company  that was  forgiven  by the
    Company.
(7) Includes  $36,517  for a loan  made to Mr.  Vaughn by the  Company  that was  forgiven  by the
    Company.
(8) Mr.  Joseph  resigned  from the  Company  effective  November 1, 1996 and is
    included  in  the  Summary   Compensation  Table  solely  pursuant  to  Item
    402(a)(3)(iii) of Regulation S-K of the Securities Act of 1933, as amended.

</FN>
</TABLE>

                                           7

<PAGE>
     The following  table sets forth the number and terms of options  granted to
the persons named in the Summary Compensation Table during the fiscal year ended
December 31, 1996:

<TABLE>
                        Option Grants in Last Fiscal Year

                                Individual Grants
- -----------------------------------------------------------------------
<CAPTION>
                                                                           Potential Realizable
                       Number of                                             Value at Assumed
                      Securities  % of Total                              Annual Rates of Stock
                      Underlying     Options                               Price Appreciation
                       Options      Granted to    Exercise                 for Option Term (2)
                        Granted    Employees in    Price    Expiration   ----------------------            
     Name                  (#)     Fiscal Year(1) ($/Share)   Date           5% ($)    10% ($)
- -----------------------------------------------------------------------------------------------
<S>                         <C>       <C>        <C>        <C>             <C>       <C>
Charles R. Trimble......     20,000    1.31       15.375     3/3/2002        89,773    199,674

James L. Sorden.........     20,000    1.31       15.375     3/3/2002        89,773    199,674

David E. Vaughn.........     20,000    1.31       15.375     3/3/2002        89,773    199,674

Bruce E. Alspach........          0       0            -          -              -          -

Charles R. Joseph(3)....          0       0            -          -              -          -

David M. Hall...........     20,000    1.31       15.375     3/3/2002        89,773    199,674
- ------------------------
<FN>
(1)  The Company granted options to purchase an aggregate of 1,522,131 shares to
     employees and non-employee  directors during 1996 pursuant to the Company's
     1993 Stock Option Plan, the 1992 Management Discount Plan and the Company's
     1990 Director Stock Option Plan.
(2)  The assumed 5% and 10%  compound  rates of annual  stock  appreciation  are
     mandated by the rules of the Securities and Exchange  Commission and do not
     represent  the  Company's  estimate or  projection  of future  Common Stock
     prices.  All  such  grants  vest  over  five  years  and  have a  five-year
     three-month  option  term which,  assuming  the  specified  rates of annual
     compounding,  results in total  appreciation  of 29.2% (at 5% per year) and
     64.9% (at 10% per year).
(3)  Mr.  Joseph  resigned  from the Company  effective  November  1, 1996.  See
     "COMPENSATION OF EXECUTIVE  OFFICERS--Summary  Compensation Table", footnote
     8.
</FN>
</TABLE>

     The following table provides information on option exercises by the persons
named in the Summary  Compensation  Table during the fiscal year ended  December
31, 1996:

<TABLE>
        Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

<CAPTION>                                                                                  
                                                  Number of Securities          
                                                 Underlying Unexercised         Value of Unexercised
                         Shares                      Options at                 In-the-Money Options
                        Acquired        Value     Fiscal Year-End (#)          at Fiscal Year-End ($)(1)                 
                       on Exercise    Realized  ---------------------------   --------------------------            
Name                      (#)           ($)     Exercisable  Unexercisable    Exercisable  Unexercisable
- --------------------- -------------   --------- ---------------------------   --------------------------   
<S>                    <C>          <C>          <C>              <C>           <C>           <C>
Charles R. Trimble..        0             0            0           20,000              0            0

James L. Sorden.....        0             0       37,725           44,334        102,632       29,501

David E. Vaughn.....    8,167        57,169       24,807           51,000         60,375       49,249

Bruce E. Alspach....        0             0       29,000           31,000         50,750       54,250

Charles R. Joseph(2)   58,000       386,751            0                0              0            0

David M. Hall.......        0             0        9,500           30,500         11,666        8,334
- --------------------
<FN>
(1)  Represents  the market value of the Common Stock  underlying the options at
     year end, less the exercise price of  "in-the-money"  options.  The closing
     price of the  Company's  Common Stock on December 31, 1996 as quoted on the
     Nasdaq National Market was $11.50.
(2)  Mr.  Joseph  resigned  from the Company  effective  November  1, 1996.  See
     "COMPENSATION OF EXECUTIVE  OFFICERS--Summary  Compensation Table", footnote
     8.
</FN>
</TABLE>

                                       8

<PAGE>


Changes to Compensation Plans

     The Company  has  proposed an  amendment  to increase  the number of shares
reserved for issuance under the 1993 Stock Option Plan. Because all grants under
the 1993 Stock  Option  are made at the  discretion  of the Board of  Directors,
future  grants  under  the 1993  Stock  Option  Plan  are not yet  determinable.
Accordingly, the following table summarizes the number of stock options received
under the 1993 Stock Option Plan during the fiscal year ended  December 31, 1996
by (i) the persons  named in the Summary  Compensation  Table,  (ii) all current
executive officers as a group, (iii) all current directors who are not executive
officers as a group, and (iv) all employees  (excluding executive officers) as a
group.

                                New Plan Benefits

                                                  1993 Stock Option Plan(1)
                                              ----------------------------------

                                               Exercise Price       Number of
                                             ------------------- ---------------
     Name and Position                         ($ per Share)     Options Granted
- -------------------------------------------- ------------------- ---------------

Charles R. Trimble                                 15.375              20,000
     President and Chief Executive Officer
 
James L. Sorden                                    15.375              20,000
     Executive Vice President,
     Commercial Products................

David E. Vaughn                                    15.375              20,000
     Executive Vice President,
     Business Development...............

Bruce E. Alspach                                        -                   0
     Vice President, Aerospace..........

Charles R. Joseph(2)                                    -                   0
     Former Executive Vice President,
     Software and Component Technologies

David M. Hall                                      15.375               20,000
     Vice President, Software and
     Component Technologies.............

Executive Officer Group.................           15.375              147,000

Non-Executive Director Group............                -                    0

Non-Executive Officer Employee Group....           16.606(3)         1,350,131
- -------------------------------------------- 

(1)  Only employees  (including  officers and directors) and  consultants of the
     Company are eligible to participate in the 1993 Stock Option Plan.
(2)  Mr.  Joseph  resigned  from the Company  effective  November  1, 1996.  See
     "COMPENSATION OF EXECUTIVE  OFFICERS--Summary Compensation Table", footnote
     8.
(3)  Exercise  prices for the  options  granted  during  the  fiscal  year ended
     December  31,  1996 under the 1993 Stock  Option  Plan are  presented  on a
     weighted-average  basis.  Future  benefits under the 1993 Stock Option Plan
     are not  determinable,  as grants of options are at the  discretion  of the
     Board of Directors.

Stock Option Exchange Program

     In December 1996, the Board of Directors  offered all employees,  including
officers, holding outstanding options to purchase shares of the Company's Common
Stock which were granted after  February 16, 1995 under the Company's 1993 Stock
Option Plan and the 1992 Management  Discount Stock Option Plan, the opportunity
to cancel their older,  higher priced options in exchange for new options having
an exercise  price at the greater of the then  current  fair market value of the
Company's Common Stock at the time of exchange or such price on December 3, 1996


                                       9

<PAGE>


(which was $15.375).  Such new options were otherwise  identical to the canceled
options  except for a restarting of the vesting term to December 3, 1996 and the
new lower exercise price.


     The  option  exchange  program  adopted  by the Board of  Directors  was an
acknowledgment  of the importance to the Company of having equity  incentives in
the hands of key  employees.  Stock options which are "out of the money" provide
no particular  compensatory incentive if an employee is considering  alternative
opportunities.  The Board of Directors  considered  the renewed  vesting  period
incurred in the option exchange programs as a means of retaining the services of
valued  employees  for a longer  period  of time and  considered  the  continued
services of the participants and the resetting of the vesting  commencement date
of such exchanged options as constituting adequate  consideration to the Company
for implementing the option exchange program.  The Board of Directors decided to
include   officers  in  the  exchange   because  of  the   importance  of  their
administrative  and  technical  leadership  to  the  success  of  the  Company's
business. Only two of the Company's executive officers, neither of whom is named
in the Summary Compensation Table, participated in the option exchange program.

S
ection 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities during fiscal year 1996
to file reports of initial  ownership on Form 3 and changes in ownership on Form
4 or 5 with the Securities and Exchange  Commission (the "SEC").  Such officers,
directors  and 10%  shareholders  are also  required by SEC rules to furnish the
Company with copies of all Section 16(a) reports they file.

     Based  solely on its review of the copies of such forms  received by it and
written  representations  from its officers and directors and certain  reporting
persons that no Forms 5 were  required for such  persons,  the Company  believes
that,  during the fiscal year ended  December 31, 1996, all Section 16(a) filing
requirements  applicable to its officers,  directors and 10%  shareholders  were
complied with,  except that in connection with the initial grant of an option to
purchase  shares of the Company's  Common Stock to Dennis Ing, the Company's new
Chief  Financial  Officer,  his  Form  3 was  inadvertently  filed  late  due to
administrative and clerical error.

C
ertain Relationships and Related Transactions

     During  fiscal  year 1996,  the  Company  invested  $80,000 in the Series A
Preferred Stock of IntegriNautics,  a privately held California corporation.  In
developing  and  producing  its  products  for sales to  others,  IntegriNautics
purchases the Company's  products and uses them as component parts.  Bradford W.
Parkinson,  who is a member of the Company's Board of Directors is also a member
of the board of directors and a significant  shareholder of  IntegriNautics.  As
one of the factors that it considered  in approving the Company's  investment in
IntegriNautics,  the  Company's  Board of  Directors  specifically  reviewed the
fairness  of the  transaction  to  the  Company  in  light  of  Dr.  Parkinson's
investment and participation in IntegriNautics.

     During  fiscal  year 1996,  the Company  invested  $200,000 in the Series B
Preferred Stock of ProShot Golf, Inc.  ("ProShot"),  a privately held California
corporation.  In  developing  and  producing  its  products for sales to others,
ProShot purchases the Company's products and uses them as component parts. Ralph
F.  Eschenbach,  who served as the Company's Vice President and Chief  Technical
Officer  during  1996,  is  also  a  member  of the  board  of  directors  and a
shareholder  of ProShot.  As one of the factors that it  considered in approving
the  Company's   investment  in  ProShot,   the  Company's  Board  of  Directors
specifically reviewed the fairness of the transaction to the Company in light of
Mr. Eschenbach's investment and participation in ProShot.

     See also "Compensation of Directors".



                                       10

<PAGE>


C
ompany Performance

    The following graph shows a five year comparison of the cumulative total
 return for the Company's Common Stock, the Nasdaq Composite Total Return Index
       (U.S.), and the Standard & Poor's High Technology Composite Index:

                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS*
                         AMONG TRIMBLE NAVIGATION LTD.,
                   NASDAQ COMPOSITE TOTAL RETURN INDEX (U.S.)
                     SOURCE: CRSP, AND THE STANDARD & POOR'S
                             TECHNOLOGY SECTOR INDEX




                     [Insert Performance Graph / Table Here]


                       DATA POINTS FOR PERFORMANCE GRAPH


                                   1991   1992   1993  1994   1995   1996


Trimble Navigation       TRMB      $100    $51    $53   $99   $111    $69
     Limited

NASDAQ Stock Market-US   INAS      $100   $116   $134  $131   $185   $227

S&P Technology 
     Sector              ITES      $100   $104   $128  $149   $215   $305


- ------------------------------
*    Assumes an investment of $100 on December 31, 1991 in the Company's  Common
     Stock, the Nasdaq  Composite Total Return Index (U.S.),  and the Standard &
     Poor's High Technology  Composite Index. Total return assumes  reinvestment
     of dividends for the indexes.  The Company has never paid  dividends on its
     Common Stock and has no present plans to do so.



                                       11

<PAGE>




                 PROPOSAL II--AMENDMENT OF 1993 STOCK OPTION PLAN

     The Company's 1993 Stock Option Plan (the "Option Plan") was adopted by the
Board of Directors in October  1992 and  approved by the  shareholders  in April
1993. Since then, the Board of Directors has authorized amendments to the Option
Plan increasing the shares reserved for issuance thereunder to 2,600,000 shares,
all of which  increases were approved by the  shareholders.  At the Record Date,
options to purchase an aggregate of 1,987,706 shares, having an average exercise
price of $14.37  per share and  expiring  from  March  1998 to July  2004,  were
outstanding  and 290,322  shares  remained  available for future grant under the
Option Plan.

     On March 19,  1997,  the Board of  Directors  approved an  amendment to the
Option Plan to increase the number of shares reserved for issuance thereunder by
an additional  600,000 shares to 3,200,000  shares.  At the Annual Meeting,  the
shareholders  are being asked to approve the  increase of 600,000  shares in the
number of shares available for issuance under the Option Plan.

          The essential features of the Option Plan are outlined below:

Purpose

     The  purposes  of the  Option  Plan  are to  attract  and  retain  the best
available  personnel for  positions of  substantial  responsibility,  to provide
additional incentives to employees and consultants of the Company and to promote
the success of the Company's business.

Administration

     The Option Plan  provides for  administration  by the Board of Directors of
the  Company or by a  Committee  of the Board of  Directors.  The Option Plan is
currently  being  administered  by  the  Board  of  Directors   generally.   The
interpretation and construction of any provision of the Option Plan by the Board
of Directors or its Committee  shall be final and binding.  Members of the Board
of Directors  or its  Committee  receive no  additional  compensation  for their
services in connection with the administration of the Option Plan.

Eligibility

     The Option Plan  provides for grants to employees  (including  officers) of
"incentive  stock  options"  within the meaning of Section  422 of the  Internal
Revenue Code of 1986, as amended,  and for grants of nonstatutory  stock options
to employees and  consultants.  The Board of Directors or its Committee  selects
the optionees and  determines the number of shares to be subject to each option.
No  employee  may be  granted,  in any fiscal  year,  options  under the plan to
acquire more than 100,000 shares of Common Stock of the Company. Notwithstanding
such limitation, however, an additional one-time grant to purchase up to 250,000
shares may be made to any  newly-hired  officer or  employee.  These  limits are
subject to appropriate  adjustments  in the case of stock splits,  reverse stock
splits and the like.  There is a limit of $100,000 on the aggregate  fair market
value of shares subject to all incentive stock options which become  exercisable
for the first time in any one calendar year.

Terms of Options

     Each option is evidenced by a written  stock option  agreement  between the
Company and the optionee and is  generally  subject to the terms and  conditions
listed below, but specific terms may vary:


                                       12

<PAGE>

     (a)  Exercise  of the  Option.  The  Board of  Directors  or its  Committee
determines  when options  granted  under the Option Plan may be  exercised.  The
current  form of the option  agreement  generally  used  under the  Option  Plan
provides that options will be exercisable  cumulatively  to the extent of 20% of
the option shares on the date 12 months after the vesting  commencement  date of
the option and 1.67% of the option  shares at the end of each month  thereafter.
An option is  exercised  by giving  written  notice of exercise to the  Company,
specifying  the number of shares of Common Stock to be purchased  and  tendering
payment to the Company of the purchase price. The Option Plan specifies that the
permissible  form of payment for shares  issued upon exercise of an option shall
be set forth in the option agreement and may consist of cash, check,  promissory
note,  exchange of shares of the  Company's  Common Stock held for more than six
months or such other  consideration  as  determined by the Board of Directors or
its Committee and as permitted by the California  Corporations Code. The current
form of option  agreement  only  permits  payment by cash,  check or exchange of
shares.

     (b) Option Price.  The option price of the options granted under the Option
Plan is determined by the Board of Directors or its Committee in accordance with
the  Option  Plan,  but  the  option  price  of  incentive   stock  options  and
nonstatutory stock options may not be less than 100% and 85%,  respectively,  of
the fair market value of the Company's  Common  Stock.  The Option Plan provides
that,  because the  Company's  Common  Stock is  currently  traded on the Nasdaq
National  Market,  the fair market value per share shall be the closing price on
such  system  on the  date of the  grant  of the  option.  With  respect  to any
participant who owns stock representing more than 10% of the voting power of the
Company's  capital stock,  the exercise  price of any incentive or  nonstatutory
stock  option must equal at least 110% of the fair market value per share on the
date of the grant.

     (c)  Termination  of  Employment.  The  Option  Plan  provides  that if the
optionee's  employment by the Company is terminated  for any reason,  other than
death or  disability,  options may be exercised not later than 30 days after the
date of such  termination  and may be  exercised  only to the extent the options
were exercisable on the date of termination.

     (d) Disability.  If the optionee terminates his employment with the Company
as a result of his  total or  permanent  disability,  options  may be  exercised
within 6 months after the date of such  termination and may be exercised only to
the extent the options were exercisable on the date of termination.

     (e) Death.  If an optionee  should die while an employee or a consultant of
the Company or during the 30 day period following  termination of the optionee's
employment or consultancy, the optionee's estate may exercise the options at any
time  within 12 months  after the date of death but only to the extent  that the
options were exercisable on the date of death or termination of employment.

     (f)  Termination  of Options.  The terms of all options  granted  under the
Option Plan may not exceed ten years from the date of grant. However, any option
granted to any optionee who,  immediately before the grant of such option, owned
more than 10% of the total combined  voting power of all classes of stock of the
Company or a parent or subsidiary corporation,  may not have a term of more than
5 years. Under the current form of option agreement, each option has a term of 5
years and 3 months  from the date of grant.  No option may be  exercised  by any
person after such expiration.

     (g)  Nontransferability  of Options. All options are nontransferable by the
optionee,  other  than by will or the laws of  descent  and  distribution,  and,
during the lifetime of the optionee, may be exercised only by the optionee.

                                       13

<PAGE>

Adjustment Upon Changes in Capitalization

     In the event any change, such as a stock split or dividend,  is made in the
Company's  capitalization which results in an increase or decrease in the number
of outstanding  shares of Common Stock without receipt of  consideration  by the
Company, an appropriate  adjustment shall be made in the option price and in the
number  of  shares  subject  to  each  option.  In the  event  of  the  proposed
dissolution or liquidation of the Company, all outstanding options automatically
terminate.  In the  event  of a  merger  of the  Company  with or  into  another
corporation where the Company is not the successor entity,  options  outstanding
shall be assumed or an equivalent  option shall be  substituted by the successor
entity,  unless the Board of Directors  accelerates  the  exercisability  of the
options  such that the  optionee  shall  have the right to  exercise  his or her
option on or  before  the  effective  date of such  merger.  Should an option be
assumed or substituted upon a merger, the exercisability of the option will also
be accelerated if the successor entity terminates the employment of the optionee
within one year of the merger.

Amendment and Termination

     The Board of  Directors  may, at any time,  amend or  terminate  the Option
Plan,  but no  amendment  or  termination  shall be made which would  impair the
rights of any participant under any grant  theretofore made,  without his or her
consent.  In  addition,  the Company  shall obtain  shareholder  approval of any
amendment  to the Option  Plan in such a manner and to the extent  necessary  to
comply with  applicable  law or regulation.  In any event,  the Option Plan will
terminate in 2003.

Federal Income Tax Information

     Options  granted  under  the  Option  Plan may be either  "incentive  stock
options,"  as defined in Section 422 of the Internal  Revenue  Code of 1986,  as
amended (the "Code"), or nonstatutory options.

     An optionee  who is granted an incentive  stock  option will not  recognize
taxable  income  either at the time the option is granted or upon its  exercise,
although the exercise may subject the optionee to the  alternative  minimum tax.
Upon the sale or  exchange  of the shares more than two years after grant of the
option  and one year  after  exercising  the  option,  any gain or loss  will be
treated as long-term  capital  gain or loss.  If these  holding  periods are not
satisfied,  the optionee will recognize  ordinary  income at the time of sale or
exchange equal to the difference between the exercise price and the lower of (i)
the fair market  value of the shares at the date of the option  exercise or (ii)
the sale price of the shares.  A different  rule for measuring  ordinary  income
upon such a premature  disposition may apply if the optionee is also an officer,
director,  or 10% shareholder of the Company.  The Company will be entitled to a
deduction in the same amount as the ordinary income  recognized by the optionee.
Any gain  recognized on such a premature  disposition of the shares in excess of
the amount  treated as ordinary  income will be  characterized  as  long-term or
short-term capital gain, depending on the holding period.

     All other  options  which do not  qualify as  incentive  stock  options are
referred to as nonstatutory  options. An optionee will not recognize any taxable
income  at the time he is  granted  a  nonstatutory  option.  However,  upon its
exercise,  the optionee will recognize taxable income generally  measured as the
excess of the then fair market value of the shares  purchased  over the purchase
price. Any taxable income recognized in connection with an option exercise by an
optionee  who is  also  an  employee  of the  Company  will  be  subject  to tax
withholding  by the  Company.  Upon resale of such shares by the  optionee,  any
difference  between the sales price and the optionee's  purchase  price,  to the
extent not recognized as taxable income as described  above,  will be treated as
long-term or short-term capital gain or loss, depending on the holding period.

     The Company  will be entitled to a tax  deduction in the same amount as the
ordinary income  recognized by the Optionee with respect to shares acquired upon
exercise of a nonstatutory option.


                                       14

<PAGE>

     The  foregoing is only a summary of the effect of federal  income  taxation
upon the  optionee  and the Company  with  respect to the grant and  exercise of
options  under the Option  Plan and does not purport to be  complete.  Reference
should be made to the  applicable  provisions  of the Code.  In  addition,  this
summary does not discuss the tax  consequences  of the  optionee's  death or the
income  tax laws of any  municipality,  state  or  foreign  country  in which an
optionee may reside.

Vote Required

     Approval of the  increase of 600,000  shares in the number of the shares of
Common  Stock   reserved  for  issuance  under  the  Option  Plan  requires  the
affirmative  vote of the  holders  of a majority  of the  shares  present at the
Annual Meeting in person or by proxy and entitled to vote as of the Record Date.

Recommendation of the Board of Directors

 
    The  Company's  Board of  Directors  recommends  a vote FOR an  increase of
600,000  shares in the number of shares of Common  Stock  reserved  for issuance
under the Option Plan.



        PROPOSAL III--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of  Directors  of the  Company has  appointed  Ernst & Young LLP,
independent  auditors,  to audit the financial statements of the Company for the
current  fiscal year ending  December 31,  1997.  Ernst & Young LLP has been the
Company's  independent  auditors  since their  appointment  in 1986. The Company
expects that a representative of Ernst & Young LLP will be present at the Annual
Meeting,  will have the  opportunity to make a statement if he or she desires to
do so, and will be available to answer any appropriate questions.

Vote Required

     Approval  of the  appointment  of  Ernst  &  Young  LLP  as  the  Company's
independent  auditors for the fiscal year ending December 31, 1997, requires the
affirmative  vote of the  holders  of a majority  of the  shares  present at the
Annual Meeting in person or by proxy and entitled to vote as of the Record Date.
In the event such  ratification  is not  obtained,  the Board of Directors  will
reconsider such selection.

Recommendation of the Board of Directors

 
    The Company's Board of Directors  recommends a vote FOR the ratification of
the selection of Ernst & Young LLP as  independent  auditors for the Company for
the fiscal year ending December 31, 1997.


                                       15

<PAGE>


                                 OTHER MATTERS

     The Company  knows of no other  matters to be submitted to the meeting.  If
any other matters  properly come before the meeting,  it is the intention of the
persons  named in the  enclosed  Proxy to vote the shares they  represent as the
Board of Directors may recommend.

     It is important that your shares be represented at the meeting,  regardless
of the number of shares which you hold. You are, therefore, urged to mark, sign,
date, and return the accompanying  Proxy as promptly as possible in the envelope
which has been enclosed.

                                                   For the Board of Directors
                                                   TRIMBLE NAVIGATION LIMITED

                                                   ROBERT A. TRIMBLE
                                                   Secretary
Dated: April 2, 1997




                                       16


<PAGE>

                                                                 APPENDIX A



                           TRIMBLE NAVIGATION LIMITED
                                  EXHIBIT 10.50
                             1993 STOCK OPTION PLAN
                         (amended as of March 19, 1997)

     I.  Purposes of the Plan.  The  purposes  of this Stock  Option Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

     Options  granted  hereunder  may  be  either  Incentive  Stock  Options  or
Nonstatutory  Stock Options,  at the discretion of the Board and as reflected in
the terms of the written option agreement.

     I. Definitions. As used herein, the following definitions shall apply:

     A.  "Administrator"  means  the  Board or any of its  Committees  appointed
pursuant to Section 4 of the Plan.

     A. "Board"  shall mean the  Committee,  if one has been  appointed,  or the
Board of Directors of the Company, if no Committee is appointed.

     A. "Code" shall mean the Internal Revenue Code of 1986, as amended.

     A. "Committee" shall mean the Committee appointed by the Board of Directors
in accordance with paragraph (a) of Section 4 of the Plan, if one is appointed.

     A. "Common Stock" shall mean the Common Stock of the Company.

     A.  "Company"  shall  mean  Trimble   Navigation   Limited,   a  California
corporation.

     A. "Consultant"  shall mean any person who is engaged by the Company or any
Parent or Subsidiary to render  consulting  services and is compensated for such
consulting  services,  and any director of the Company  whether  compensated for
such  services  or not,  provided  that the term  Consultant  shall not  include
directors  who are  not  compensated  for  their  services  or are  paid  only a
director's fee by the Company.

     A. "Continuous  Status as an Employee or Consultant" shall mean the absence
of any  interruption  or  termination  of service as an Employee or  Consultant.
Continuous  Status  as  an  Employee  or  Consultant  shall  not  be  considered
interrupted  in the case of sick leave,  military  leave,  or any other leave of
absence  approved by the  Company or any Parent or  Subsidiary  of the  Company;
provided  that  such  leave  is for a  period  of  not  more  than  90  days  or
reemployment  upon the  expiration  of such leave is  guaranteed  by contract or
statute.

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<PAGE>

     A.  "Employee"  shall mean any person,  including  officers and  directors,
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a  director's  fee by the  Company  shall  not be  sufficient  to  constitute
"employment" by the Company.

     A. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     A. "Fair Market  Value"  means,  as of any date,  the value of Common Stock
determined as follows:

     1. If the Common  Stock is listed on any  established  stock  exchange or a
national market system including  without  limitation the National Market System
of the National  Association of Securities  Dealers,  Inc.  Automated  Quotation
("NASDAQ")  System,  its Fair Market Value shall be the closing  sales price for
such stock (or the  closing  bid, if no sales were  reported,  as quoted on such
system  or  exchange  for the  last  market  trading  day  prior  to the time of
determination)  as reported in the Wall Street  Journal or such other  source as
the Administrator deems reliable;

     1. If the  Common  Stock is quoted  on the  NASDAQ  System  (but not on the
National Market System thereof) or regularly  quoted by a recognized  securities
dealer but selling  prices are not reported,  its Fair Market Value shall be the
mean between the high and low asked prices for the Common Stock or;

     1. In the absence of an established  market for the Common Stock,  the Fair
Market Value thereof shall be determined in good faith by the Administrator.

     A. "Incentive  Stock Option" shall mean an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

     A. "Nonstatutory Stock Option" shall mean an Option not intended to qualify
as an Incentive Stock Option.

     A. "Option" shall mean a stock option granted pursuant to the Plan.

     A. "Optioned Stock" shall mean the Common Stock subject to an Option.

     A. "Optionee" shall mean an Employee or Consultant who receives an Option.

     A.  "Parent"  shall mean a "parent  corporation",  whether now or hereafter
existing, as defined in Section 424(e) of the Code.

     A. "Plan" shall mean this 1993 Stock Option Plan.

                                       18

<PAGE>

     A.  "Share"  shall  mean a  share  of the  Common  Stock,  as  adjusted  in
accordance with Section 11 of the Plan.
     B.  "Subsidiary"  shall mean a  "subsidiary  corporation",  whether  now or
hereafter existing, as defined in Section 424(f) of the Code.

     I. Stock  Subject to the Plan.  Subject to the  provisions of Section 11 of
the Plan, the maximum  aggregate number of shares which may be optioned and sold
under  the  Plan  is  3,200,000  shares  of  Common  Stock.  The  Shares  may be
authorized, but unissued, or reacquired Common Stock.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall,  unless the Plan shall have been terminated,  become available for future
grant under the Plan.  Notwithstanding  any other provision of the Plan,  shares
issued  under the Plan and later  repurchased  by the  Company  shall not become
available for future grant or sale under the Plan.

     I. Administration of the Plan.

     A. Procedure.

     1.  Multiple  Administrative  Bodies.  The  Plan  may  be  administered  by
different   Committees  with  respect  to  different  groups  of  Employees  and
Consultants.

     1. Section 162(m). To the extent that the Administrator determines it to be
desirable  to  qualify   Options   granted   hereunder   as   "performance-based
compensation"  within the meaning of Section  162(m) of the Code, the Plan shall
be  administered  by a Committee of two or more "outside  directors"  within the
meaning of Section 162(m) of the Code.

     1. Rule 16b-3. To the extent desirable to qualify transactions hereunder as
exempt  under Rule  16b-3,  the  transactions  contemplated  hereunder  shall be
structured to satisfy the requirements for exemption under Rule 16b-3.

     A.  Powers of the Administrator.  Subject to the provisions of the Plan and
in the case of a Committee,  the specific duties  delegated by the Board to such
Committee, the Administrator shall have the authority, in its discretion:

     1. to determine  the Fair Market Value of the Common  Stock,  in accordance
with Section 2(k) of the Plan;

     1. to select the  officers,  Consultants  and Employees to whom Options may
from time to time be granted hereunder;

                                       19

<PAGE>

     1. to determine whether and to what extent Options are granted hereunder;

     1. to determine  the number of shares of Common Stock to be covered by each
such award granted hereunder;

     2. to approve forms of agreement for use under the Plan;

     1. to determine the terms and conditions,  not inconsistent  with the terms
of the Plan, of any award granted hereunder (including,  but not limited to, the
share price and any  restriction or limitation,  or any vesting  acceleration or
waiver of  forfeiture  restrictions  regarding  any Option  and/or the shares of
Common  Stock  relating  thereto,  based  in each  case on such  factors  as the
Administrator shall determine, in its sole discretion);

     1. to  determine  whether  and under  what  circumstances  an Option may be
settled in cash under subsection 9(e) instead of Common Stock;

     1. to determine whether, to what extent and under what circumstances Common
Stock and other  amounts  payable with respect to an award under this Plan shall
be  deferred  either  automatically  or  at  the  election  of  the  participant
(including  providing  for and  determining  the  amount,  if any, of any deemed
earnings on any deferred amount during any deferral period);

     1. to reduce  the  exercise  price of any Option to the then  current  Fair
Market Value if the Fair Market Value of the Common Stock covered by such Option
shall have declined since the date the Option was granted; and

     A.  Effect of Administrator's Decision.  All decisions,  determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options.

     A. Grant Limits. The following limitations shall apply to grants of Options
under the Plan:

     1. No employee shall be granted, in any fiscal year of the Company, Options
under the Plan to purchase more than 100,000  Shares,  provided that the Company
may make an additional  one-time  grant of up to 250,000  Shares to  newly-hired
Employees.

     1.  The  foregoing   limitations  shall  be  adjusted   proportionately  in
connection  with any change in the  Company's  capitalization  as  described  in
Section 11.

     1. If an Option is cancelled  (other than in connection  with a transaction
described  in Section  11), the  cancelled  Option shall be counted  against the
limits set forth in Section 4(d)(i).  For this purpose, if the exercise price of
an Option is reduced,  the transaction  will be treated as a cancellation of the
Option and the grant of a new Option.

                                       20

<PAGE>

     I. Eligibility.

     A. Nonstatutory Stock Options may be granted only to Employees,  Directors,
and  Consultants.  Incentive Stock Options may be granted only to Employees.  An
Employee,  Director,  or Consultant who has been granted an Option may, if he is
otherwise eligible, be granted an additional Option or Options.

     A. Each Option  shall be  designated  in the written  option  agreement  as
either an  Incentive  Stock  Option or a  Nonstatutory  Stock  Option.  However,
notwithstanding such designations,  to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options  designated as Incentive Stock
Options are  exercisable  for the first time by any Optionee during any calendar
year  (under  all plans of the  Company  or any  Parent or  Subsidiary)  exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.

     A. For purposes of Section  5(b),  Incentive  Stock  Options shall be taken
into account in the order in which they were granted,  and the Fair Market Value
of the Shares shall be determined as of the time the Option with respect to such
Shares is granted.

     A. The Plan shall not confer upon any  Optionee  any right with  respect to
continuation  of  employment or consulting  relationship  with the Company,  nor
shall it interfere in any way with his right or the Company's right to terminate
his employment or consulting relationship at any time, with or without cause.

     I. Term of Plan. The Plan shall become  effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the shareholders of
the Company as described in Section 18 of the Plan. It shall  continue in effect
for a term of ten (10) years unless  sooner  terminated  under Section 14 of the
Plan.

     I. Term of Option. The term of each Option shall be ten (10) years from the
date of grant  thereof or such  shorter  term as may be  provided  in the Option
Agreement.  However,  in the case of an  Incentive  Stock  Option  granted to an
Optionee who, at the time the Option is granted,  owns stock  representing  more
than ten  percent  (10%) of the  voting  power  of all  classes  of stock of the
Company or any Parent or  Subsidiary,  the term of the Option  shall be five (5)
years from the date of grant  thereof or such shorter term as may be provided in
the Option Agreement.

     I. Exercise Price and Consideration.

     A. The per Share  exercise  price for the Shares to be issued  pursuant  to
exercise of an Option  shall be such price as is  determined  by the Board,  but
shall be subject to the following:

     1. In the case of an Incentive Stock Option

                                       21

<PAGE>

     a) granted to an Employee  who, at the time of the grant of such  Incentive
Stock Option,  owns stock representing more than ten percent (10%) of the voting
power of all  classes of stock of the Company or any Parent or  Subsidiary,  the
per Share exercise price shall be no less than 110% of the Fair Market Value per
Share on the date of grant.

     a) granted to any Employee,  the per Share  exercise price shall be no less
than 100% of the Fair Market Value per Share on the date of grant.

     1. In the case of a Nonstatutory Stock Option, the per Share exercise price
shall be determined by the  Administrator.  In the case of a Nonstatutory  Stock
Option  intended  to  qualify  as  "performance-based  compensation"  within the
meaning of Section  162(m) of the Code, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of grant.

     (iii)  Notwithstanding  the  foregoing,  Options may be granted  with a per
Share exercise price of less than 100% of the Fair Market Value per Share on the
date of grant pursuant to a merger or other corporate transaction.

     A. The  consideration  to be paid for the Shares to be issued upon exercise
of an  Option,  including  the method of  payment,  shall be  determined  by the
Administrator  and may consist  entirely of (1) cash, (2) check,  (3) promissory
note, (4) other Shares which (x) either have been owned by the Optionee for more
than six  months on the date of  surrender  or were not  acquired,  directly  or
indirectly,  from the  Company,  and (y) have a Fair Market Value on the date of
surrender  equal to the aggregate  exercise price of the Shares as to which said
Option shall be exercised, (5) authorization from the Company to retain from the
total number of Shares as to which the Option is exercised that number of Shares
having a Fair Market Value on the date of exercise  equal to the exercise  price
for the total number of Shares as to which the Option is exercised, (6) delivery
of a properly executed exercise notice together with irrevocable instructions to
a broker to promptly  deliver to the Company the amount of sale or loan proceeds
required to pay the exercise price, (7) delivery of an irrevocable  subscription
agreement for the Shares which  irrevocably  obligates the option holder to take
and pay for the Shares not more than twelve months after the date of delivery of
the  subscription  agreement,  (8) any  combination of the foregoing  methods of
payment,  (9) or such other consideration and method of payment for the issuance
of  Shares  to the  extent  permitted  under  Applicable  Laws.  In  making  its
determination  as to the  type of  consideration  to  accept,  the  Board  shall
consider if  acceptance  of such  consideration  may be  reasonably  expected to
benefit the Company.

     I. Exercise of Option.

     A.  Procedure for Exercise;  Rights as a  Shareholder.  Any Option  granted
hereunder  shall be  exercisable  at such  times and under  such  conditions  as
determined  by the Board,  including  performance  criteria  with respect to the
Company and/or the Optionee,  and as shall be permissible under the terms of the
Plan.

                                       22

<PAGE>

     An Option may not be exercised for a fraction of a Share.

     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company.  Full  payment  may,  as  authorized  by  the  Board,  consist  of  any
consideration  and method of payment  allowable  under Section 8(b) of the Plan.
Until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or of a duly  authorized  transfer  agent of the  Company)  of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a  shareholder  shall exist with respect to the Optioned  Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued)  such stock  certificate  promptly  upon  exercise of the Option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 11 of the Plan.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares which  thereafter  may be  available,  both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised.

     A.  Termination  of Status as an  Employee or  Consultant.  In the event of
termination of an Optionee's  Continuous Status as an Employee or Consultant (as
the case may be),  such  Optionee may, but only within thirty (30) days (or such
other period of time, not exceeding three (3) months in the case of an Incentive
Stock Option or six (6) months in the case of a Nonstatutory Stock Option, as is
determined  by the Board)  after the date of such  termination  (but in no event
later than the date of expiration of the term of such Option as set forth in the
Option  Agreement),  exercise  his Option to the extent that he was  entitled to
exercise  it at the  date of such  termination.  To the  extent  that he was not
entitled to exercise the Option at the date of such  termination,  or if he does
not exercise  such Option  (which he was  entitled to exercise)  within the time
specified herein, the Option shall terminate.

     A. Disability of Optionee.  Notwithstanding  the provisions of Section 9(b)
above,  in the event of  termination  of an Optionee's  Continuous  Status as an
Employee or  Consultant as a result of his total and  permanent  disability  (as
defined in Section 22(e)(3) of the Code), he may, but only within six (6) months
(or such other period of time not exceeding  twelve (12) months as is determined
by the Board) from the date of such  termination (but in no event later than the
date of  expiration  of the  term of such  Option  as set  forth  in the  Option
Agreement),  exercise his Option to the extent he was entitled to exercise it at
the date of such termination. To the extent that he was not entitled to exercise
the Option at the date of  termination,  or if he does not exercise  such Option
(which he was entitled to exercise) within the time specified herein, the Option
shall terminate.

     A. Death of Optionee. In the event of the death of an Optionee:

                                       23

<PAGE>

     1.  during  the  term of the  Option  who is at the  time of his  death  an
Employee or  Consultant  of the  Company  and who shall have been in  Continuous
Status as an Employee or Consultant  since the date of grant of the Option,  the
Option may be  exercised,  at any time within  twelve (12) months  following the
date of death (but in no event later than the date of  expiration of the term of
such Option as set forth in the Option  Agreement),  by the Optionee's estate or
by a person  who  acquired  the  right to  exercise  the  Option by  bequest  or
inheritance,  but only to the  extent of the right to  exercise  that would have
accrued had the Optionee  continued living and remained in Continuous  Status as
an Employee or Consultant twelve (12) months after the date of death, subject to
the limitation set forth in Section 5(b); or 2. within thirty (30) days (or such
other  period of time not  exceeding  three (3) months as is  determined  by the
Board) after the termination of Continuous  Status as an Employee or Consultant,
the Option may be exercised, at any time within twelve (12) months following the
date of death (but in no event later than the date of  expiration of the term of
such Option as set forth in the Option  Agreement),  by the Optionee's estate or
by a person  who  acquired  the  right to  exercise  the  Option by  bequest  or
inheritance, but only to the extent of the right to exercise that had accrued at
the date of termination.

     A. Buyout  Provisions.  The  Administrator may at any time offer to buy out
for a payment in cash or Shares,  an Option  previously  granted,  based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     I.  Non-Transferability  of  Options.  Options  may not be  sold,  pledged,
assigned,  hypothecated,  transferred or disposed of in any manner other than by
will or by the laws of descent  and  distribution  or  pursuant  to a  qualified
domestic  relations  order as  defined  by the  Code or Title I of the  Employee
Retirement  Income Security Act, or the rules  thereunder.  The designation of a
beneficiary  by an Optionee  does not  constitute  a transfer.  An Option may be
exercised,  during the  lifetime  of the  Optionee,  only by the  Optionee  or a
transferee permitted by this Section 10.

     I. Adjustments  Upon Changes in  Capitalization  or Merger.  Subject to any
required  action by the  shareholders  of the  Company,  the number of shares of
Common Stock  covered by each  outstanding  Option,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding  Option,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by the Company;  provided,  however,  that  conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration."  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.


                                       24

<PAGE>

Except as  expressly  provided  herein,  no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

     In the event of the proposed dissolution or liquidation of the Company, the
Board  shall  notify  the  Optionee  at least  fifteen  (15) days  prior to such
proposed action. To the extent it has not been previously exercised,  the Option
will terminate immediately prior to the consummation of such proposed action. In
the event of a merger  of the  Company  with or into  another  corporation,  the
Option shall be assumed or an  equivalent  option shall be  substituted  by such
successor  corporation or a parent or subsidiary of such successor  corporation.
In the even the successor corporation does not agree to assume the option or the
substitute and equivalent option, the Board shall, in lieu of such assumption or
substitution, provide for the Optionee to have the right to vest in and exercise
the Option as to all of the  Optioned  Stock,  including  Shares as to which the
Option  would not  otherwise  be vested or  exercisable.  If the Board  makes an
Option fully vested and exercisable in lieu of assumption or substitution in the
event of a merger,  the Board shall notify the Optionee that the Option shall be
fully vested and  exercisable for a period of fifteen (15) days from the date of
such notice,  and the Option will  terminate upon the expiration of such period.
If,  in such a  merger,  the  Option  is  assumed  or an  equivalent  option  is
substituted  by such  successor  corporation  or a parent or  subsidiary of such
successor corporation,  and if during a one-year period after the effective date
of such merger, the Optionee's Continuous Status as an Employee or Consultant is
terminated  for any reason other than the  Optionee's  voluntary  termination of
such  relationship,  then the Optionee  shall have the right within  thirty days
thereafter  to exercise  the Option as to all of the Optioned  Stock,  including
Shares as to which the Option would not be otherwise  exercisable,  effective as
of the date of such termination.

     I.  Stock  Withholding  to  Satisfy  Withholding  Tax  Obligations.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection  with an Option,  which tax  liability is subject to tax  withholding
under  applicable  tax laws, and the Optionee is obligated to pay the Company an
amount  required to be withheld  under  applicable  tax laws,  the  Optionee may
satisfy the withholding tax obligation by electing to have the Company  withhold
from the Shares to be issued upon exercise of the Option, if any, that number of
Shares  having a Fair Market Value equal to the amount  required to be withheld.
The Fair Market Value of the Shares to be withheld  shall be  determined  on the
date that the amount of tax to be withheld is to be determined.

     I. Time of Granting Options.  The date of grant of an Option shall, for all
purposes,  be the date on which the Board makes the determination  granting such
Option.  Notice  of the  determination  shall  be  given  to  each  Employee  or
Consultant  to whom an Option is so granted  within a reasonable  time after the
date of such grant.

     I. Amendment and Termination of the Plan.

     A.  Amendment  and  Termination.  The Board may at any time  amend,  alter,
suspend or  discontinue  the Plan, but no amendment,  alteration,  suspension or
discontinuation  shall be made which  would  impair  the rights of any  Optionee


                                       25

<PAGE>

under any grant theretofore made,  without his or her consent.  In addition,  to
the extent  necessary  and  desirable to comply with Section 422 of the Code (or
any other  applicable law or regulation,  including the requirements of the NASD
or an established stock exchange), the Company shall obtain shareholder approval
of any Plan amendment in such a manner and to such a degree as required.

     A. Effect of Amendment or Termination. Any such amendment or termination of
the Plan shall not affect Options  already granted and such Options shall remain
in full  force and effect as if this Plan had not been  amended  or  terminated,
unless  mutually  agreed  otherwise  between the Optionee  and the Board,  which
agreement must be in writing and signed by the Optionee and the Company.

     I. Conditions Upon Issuance of Shares.  Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further  subject to the  approval of counsel  for the Company  with
respect to such compliance.

     As a condition  to the  exercise of an Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  Shares  if, in the  opinion of
counsel  for  the  Company,  such a  representation  is  required  by any of the
aforementioned relevant provisions of law.

     I.  Reservation of Shares.  The Company, during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     The inability of the Company to obtain  authority from any regulatory  body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     I.  Option  Agreement.   Options  shall  be  evidenced  by  written  option
agreements in such form as the Board shall approve.

     I.  Shareholder  Approval.  Continuance  of the Plan  shall be  subject  to
approval by the  shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the degree and manner required under Applicable Laws.


                                       26

<PAGE>


                                                                 APPENDIX B


   PROXY                 TRIMBLE NAVIGATION LIMITED              PROXY
                 PROXY FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
          This Proxy is Solicited on Behalf of the Board of Directors

     The undersigned  shareholder of TRIMBLE  NAVIGATION  LIMITED,  a California
corporation,  hereby  acknowledges  reciept of the  Notice of Annual  Meeting of
Shareholders and Proxy Statement,  each Dated April 2, 1997, and hereby appoints
Charles  R.  Trimble  and  Robert  A.  Trimble,  and each of them,  proxies  and
attorneys- in-fact, with full power to each of subsitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 1997 Annual Meeting
of Shareholders of TRIMBLE NAVIGATION LIMITED,  to be held on Thursday,  May 15,
1997 at 4:00 p.m., local time, at 749 North Mary Avenue,  Sunnyvale,  California
94088, and at any adjournment(s) thereof, and to vote all shares of Common Stock
which the  undersigned  would be entitled  to vote if then and there  personally
present, on the matters set forth below.

     THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED FOR THE LISTED NOMINEES IN THE ELECTION OF DIRECTORS,  FOR THE APPROVAL
OF AN INCREASE OF 600,000 SHARES IN THE NUMBER OF SHARES  AVAILABLE FOR ISSUANCE
UNDER  THE  COMPANY'S  1993  STOCK  OPTION  PLAN,  FOR THE  RATIFICATION  OF THE
APPOINTMENT  OF ERNST & YOUNG LLP AS  INDEPENDENT  AUDITORS  FOR THE FISCAL YEAR
ENDING  DECEMBER  31, 1997,  AND AS SAID  PROXIES  DEEM  ADVISABLE ON SUCH OTHER
MATTERS AS MAY COME BEFORE THE MEETING.

     Both of such  attorneys or  substitutes  (if both are present and acting at
said meeting or any ajournment(s)  thereof, or, if only one shall be present and
acting,  then that one)  shall have and may  exercise  all of the powers of said
attorneys-in-fact hereunder.

                 (Continued, and to be signed on the other side)


                              FOLD AND DETACH HERE


                                       27

<PAGE>
                                                                    Please mark
                                                                 [X] your votes
                                                                       as this  


<TABLE>
<CAPTION>
<S>                                    <C>       <C>             <C>                                     <C>     <C>       <C>

1. Elections of Directors                           WITHHOLD
                                          FOR       FOR All                                                FOR    AGAINST   ABSTAIN 
     (INSTRUCTION: If you wish to                                 2.Proposal to approve an increase     
      withhold authority to vote for      [  ]       [   ]          of 600,000 shares in the number of    [   ]    [   ]     [   ]
      any individual nominee, strike                                shares available for issuance under 
      a line through that nominee's                                 the Companys 1993 Stock Option Plan 
      name in the list below:)         
                                                                  3.Proposal to ratify the appointment
Robert S. Cooper, John B. Goodrich, William Hart,                   of Ernst & Young LLP as independent   [   ]    [   ]     [   ]
Bradford W. Parkinson and Charles R. Trimble                        auditors of the Company for the fiscal        
- --------------------------------------------------------            year ending December 31, 1997.
     
                                         
I PLAN TO ATTEND THE MEETING            [   ]                                        COMMENTS/ADDRESS CHANGE     
                                                                                        Please mark this box if you
                                                                                        have written comments/address        [   ]
                                                                                        change on the reverse side.

                                                          _ _ _
                                                                |                           
                                                                |
                                                                |






Signature(s)______________________________________________   Dated _______, 1997
(This Proxy should be marked, dated, signed by the shareholder(s) exactly as his
or her name appears hereon, an returned promptly in the enclosed envelope. If
signing for estates, trusts, corporations, or partnerships title or capacity  
should be stated. If shares are held jointly each holder should sign.)



                              FOLD AND DETACH HERE

</TABLE>






                                       28

<PAGE>


                                                                 APPENDIX C



TRIMBLE NAVIGATION LIMITED ANNUAL MEETING TO BE HELD ON 5/15/97 AT 4:00 P.M.
PDT FOR HOLDERS AS OF 3/14/97           * ISSUER CONFIRMATION COPY - INFO ONLY*
     2    1-0001    THIS FORM IS PROVIDED FOR INFORMATIONAL
                    PURPOSES ONLY. PLEASE DO NOT USE IT FOR
                    VOTING PURPOSES.
CUSIP: 896239100

DIRECTORS                                         CONTROL NO.
- ----------                                                              |-------
DIRECTORS RECOMMENDED: A VOTE FOR ELECTION OF THE FOLLWOING             |
DIRECTORS                                                        0010100| 
1- 01-ROBERT S. COOPER, 02-JOHN B. GOODRICH, 03-WILLIAM HART,           |
   04-BRADFORD W. PARKINSON, 05-CHARLES R. TRIMBLE                      |

                                                                 DIRECTORS
PROPOSALS                                                       RECOMMENDED
- ----------                                                      ------------
     2 - PROPOSAL TO APPROVE AN INCERASE OF 600,000 SHARES           FOR       
         IN THE NUMBER OF SHARES AVAILBALE FOR ISSUANCE UNDER       022902
         THE COMPANY'S 1993 STOCK OPTION PLAN.

     3 - PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP     FOR
         AS INDEPENDENT AUDTIORS OF THE COMPANY FOR THE FISCAL      0010200
         YEAR ENDING DECEMBER 31, 1997.

     
         *NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
          OR ANY ADJOURNMENT THEREOF



         *NOTE* *TRUE RECORD DATE IS MARCH 16, 1997.



                                       29

<PAGE>


FOLD AND DETACH HERE

          TRIMBLE NAVIGATION LIMITED
          05/15/97 AT 4:00 P.M. PDT                   2 ITEM(S)
                                                        SHARE(S)
                  DIRECTORS
                  ---------
         (MARK 'X' FOR ONLY ONE BOX)

1 [   ]   FOR ALL NOMINEES
                                                            |------
  [   ]   WITHHOLD ALL NOMINEES                             |
                                                            |
  [   ]   WITHHOLD AUTHORITY TO VOTE FOR
          ANY INDIVIDUAL NOMINEE. WRITE
          NUMBER(S) OF NOMINEE(S) BELOW.

  USE NUMBER ONLY __________________________

   FOR    AGAINST   ABSTAIN
  
2 [   ]    [   ]     [   ]    PLEASE INDICATE YOUR PROPOSAL SELECTION BY
                              FIRMLY PLACING AN 'X' IN THE APPROPRIATE     [X]
                              NUMBERED BOX WITH BLUE OR BLACK INK ONLY

     DO NOT USE               SEE VOTING INSTRUCTIONS NO. 1 ON REVERSE

     DO NOT USE               ACCOUNT NO:
      
   FOR    AGAINST   ABSTAIN   CUSIP: 896239100
3 [   ]    [   ]     [   ]
                              CONTROL NO:

     DO NOT USE               CLIENT NO:

     DO NOT USE               PLEASE MARK HERE IF YOU PLAN TO ATTEND 
                              AND VOTE YOUR SHARES AT THE MEETING     [   ]
  FOR    AGAINST   ABSTAIN

     DO NOT USE

     DO NOT USE
                              51 MERCEDES WAY
     DO NOT USE               EDGEWOOD NY 17717

 FOR    AGAINST   ABSTAIN  

     DO NOT USE
     
     DO NOT USE     
                              TRIMBLE NAVIGATION LIMITED
     DO NOT USE               ATTN:BARBARA HALL
                              645 N MARY AVE
 FOR    AGAINST   ABSTAIN     SUNNYVALE, CA  94088

     DO NOT USE

     DO NOT USE

     DO NOT USE
                              _____________________________________  /____/____
FOLD AND DETACH HERE          SIGNATURE(S)                            DATE


                                       30

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