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

                                    FORM 10-Q


                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 1997

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from____to____


                         Commission File Number 0-18645


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


                  California                      94-2802192
       (State or other jurisdiction of         (I.R.S. Employer
        incorporation or organization)         Identification No.)

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

                                 (408) 481-8000
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such shorter  periods that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
               Yes    X             No

As of March 31,  1997,  there  were  22,060,500  shares of Common  Stock (no par
value) outstanding.



                                       1

<PAGE>



                           TRIMBLE NAVIGATION LIMITED

This report contains  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934.  Actual  results could differ  materially  from those  indicated in the
forward-looking  statements  as a result of the risk  factors  set forth in this
report. The Company has attempted to identify forward-looking statements in this
report by placing an asterisk (*) in the left-hand margin.

                                      Index

                                                                          Page
                                                                         Number

PART I.        FINANCIAL INFORMATION


        Item 1.Financial Statements


               Condensed Consolidated Balance Sheets
                -- March 31, 1997 and December 31, 1996                     3
                                                      

               Condensed Consolidated Statements of Operations
               -- Three Months ended March 31, 1997 and 1996                4

               Condensed Consolidated Statements of Cash Flows
               -- Three Months ended March 31, 1997 and 1996                5

               Notes to Condensed Consolidated Financial Statements         6
                                                                  



        Item 2.Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          8




PART II.       OTHER INFORMATION



        Item 6.Exhibits and Reports on Form 8-K                            15
                                            



SIGNATURES                                                                 16




                                       2

<PAGE>





Part I. Financial Information

Item 1. Financial Statements

                           TRIMBLE NAVIGATION LIMITED
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   March 31,       December 31,
                                                     1997             1996
- --------------------------------------------------------------------------------
(In thousands)                                    (Unaudited)
 ASSETS
 Current assets:
     Cash and cash equivalents                    $   26,114       $   22,671
     Short term investments                           59,283           59,867
     Accounts receivable, net                         38,090           34,374
     Inventories                                      38,920           38,858
     Other current assets                              3,556            3,633
                                                 -----------      -----------
        Total current assets                         165,963          159,403

     Net property and equipment                       21,641           21,504
     Intangible assets                                 4,181            4,493
     Deferred income taxes                               377              383
     Other assets                                      5,405            4,058
                                                ============     ============
        Total assets                             $   197,567       $  189,841
                                                ============     ============

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
     Current portion of long-term debt           $       935       $      316
     Accounts payable                                 14,724           13,763
     Accrued compensation and benefits                 7,548            6,552
     Customer advances                                 4,940            3,000
     Accrued liabilities                              11,534           10,358
     Income taxes payable                              2,004              869
                                                ------------     ------------
        Total current liabilities                     41,685           34,858
                                                ------------     ------------

 Noncurrent portion of long-term debt and 
  other liabilities                                   30,888           30,938
                                                ------------     ------------
 Total liabilities                                    72,573           65,796
                                                ------------     ------------

 Shareholders' equity:
     Common stock                                    125,350          125,535
     Common stock warrants                               700              700
     Retained earnings                                (1,175)          (2,603)
     Unrealized gain on short term investments           (43)              20
     Foreign currency translation adjustment             162              393
                                                ------------      -----------
        Total shareholders' equity                   124,994          124,045
                                                ============      ===========
 Total liabilities and shareholders' equity      $   197,567       $  189,841
                                                ============      ===========




See accompanying notes to condensed consolidated financial statements.


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<PAGE>

                           TRIMBLE NAVIGATION LIMITED
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                     Three Months Ended
                                                          March 31,
                                                 ---------------------------
                                                    1997            1996
- ----------------------------------------------------------------------------
(In thousands, except per share data)

 Total revenue                                    $  60,551       $  56,722

 Operating expenses:
     Cost of sales                                    29,045          26,015
     Research and development                          9,001           8,825
     Sales and marketing                              14,348          16,064
     General and administrative                        6,406           7,412
                                                 -----------     -----------
        Total operating expenses                      58,800          58,316
                                                 -----------     -----------

 Operating income (loss)                               1,751          (1,594)
                                                 -----------     -----------

 Nonoperating income (expense):
     Interest income                                   1,053           1,248
     Interest and other expenses                        (966)           (969)
     Foreign exchange gain (loss)                         91            (117)
                                                 -----------     -----------
        Total nonoperating income (expense)              178             162
                                                 -----------     -----------

 Income (loss) before income taxes                     1,929          (1,432)
 Income tax provision (benefit)                          500            (286)
                                                 ===========     ===========
 Net income (loss)                                $    1,429      $   (1,146)
                                                 ===========     ===========

 Net income (loss) per share                      $     0.06      $    (0.05)
                                                 ===========     ===========

 Weighted average common and dilutive common
     equivalent shares                                22,434          21,679
                                                 ===========     ===========





See accompanying notes to condensed consolidated financial statements.


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<PAGE>

                               TRIMBLE NAVIGATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)


                                                           Three Months Ended
                                                                March 31,
                                                       -------------------------
                                                             1997         1996
- --------------------------------------------------------------------------------
(In thousands)

 Net cash provided (used) by operating activities         $  6,152     $ (2,871)
                                                         ---------    ---------

 Cash flow from investing activities:
     Purchase of short term investments                    (20,291)     (11,892)
     Maturities of short term investments                   17,375        8,800
     Sales of short term investments                         3,500        2,425
     Equity investments                                     (1,000)      (1,400)
     Acquisition of property and equipment                  (2,554)      (2,466)
     Capitalized patent expenditures                          (118)        (220)
                                                        ----------   ----------
       Net cash used in investing activities                (3,088)      (4,753)
                                                        ----------   ----------

 Cash flow from financing activities:
     Issuance of common stock                                  488          688
     Purchase of treasury stock                               (673)           -
     Collection of notes receivable                            (77)          76
     (Payments)/proceeds on long-term debt and revolving
       credit facilities                                       641         (421)
                                                        ----------   ----------
       Net cash provided by financing activities               379          343
                                                        ----------   ----------


 Net increase (decrease) in cash and cash equivalents        3,443       (7,281)

 Cash and cash equivalents -- beginning of period           22,671       29,711
                                                        ==========   ==========
 Cash and cash equivalents -- end of period                $26,114      $22,430
                                                        ==========   ==========


 Supplemental disclosures of cash flow information:
     Cash paid (received) during the period for:                       
       Interest                                          $    837     $     791
       Income taxes, net of refunds                      $   (678)    $     (79)






See accompanying notes to condensed consolidated financial statements.



                                       5

<PAGE>



                           TRIMBLE NAVIGATION LIMITED

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - Basis of Presentation:

The condensed consolidated financial statements for the quarters ended March 31,
1997 and 1996 presented in this Quarterly Report on Form 10-Q are unaudited. The
balance sheet at December 31, 1996, has been derived from the audited  financial
statements  at that  date  but  does  not  include  all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management, these statements include all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair statement of the results for the interim periods  presented.  The condensed
consolidated financial statements should be read in conjunction with the audited
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.

The results of operations  for the three month period ended March 31, 1997,  are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 1997.

NOTE 2 - Inventories:

Inventories consist of the following:

                                                  March 31,       December 31,
                                                   1997              1996
- ------------------------------------------------------------------------------
(In thousands)

Raw materials                                    $  22,350        $    24,145
Work-in-process                                      6,395              5,174
Finished goods                                      10,175              9,539
                                               -----------      -------------
                                                 $  38,920        $    38,858
 
NOTE 3 - New Accounting Standards:

Effective January 1, 1997, the Company adopted Statement of Financial Accounting
Standards  No. 125 ("SFAS  125"),  "Accounting  for  Transfers  and Servicing of
Financial  Assets and  Extinguishments  of  Liabilities." At March 31, 1997, the
Company was  contingently  liable to a Japanese bank for $855,000,  at month end
exchange rates arising from customers'  notes  receivable which the Company sold
with recourse to the bank. In accordance  with SFAS 125 the Company has recorded
this amount as a liability.

In February 1997, the Financial  Accounting Standards Board issued Statement No.
128, "Earnings Per Share", which is required to be adopted on December 31, 1997.
At that time,  the Company will be required to change the method  currently used
to compute  earnings per share and to restate all prior  periods.  Under the new
requirements for calculating  primary earnings per share, the dilutive effect of


                                       6

<PAGE>

stock options will be excluded.  The impact of Statement 128 on the  calculation
of  primary  and fully  diluted  earnings  per share for these  quarters  is not
expected to be material.

NOTE 4 - Contingencies:

Shareholder Litigation

On December 6, 1995, two shareholders  filed a class action lawsuit against
the Company and certain  directors  and officers of the Company.  Subsequent  to
that date,  additional lawsuits were filed by other  shareholders.  The lawsuits
were subsequently amended and consolidated into one complaint which was filed on
April 5, 1996. The amended consolidated  complaint seeks to bring an action as a
class action  consisting  of all persons who  purchased  the common stock of the
Company during the period April 18, 1995,  through  December 5, 1995 (the "Class
Period"). The plaintiffs allege that the defendants sought to induce the members
of the Class to purchase the  Company's  common stock during the Class Period at
artificially  inflated  prices.  The plaintiffs  seek recissory or  compensatory
damages  with  interest  thereon,  as well as  reasonable  attorneys'  fees  and
extraordinary  equitable and/or injunctive relief. The Company filed a motion to
dismiss, which was heard by the Court on August 16, 1996. The court rejected the
plaintiffs  lawsuit,  but  allowed  thirty days to resubmit  its  complaint.  On
September 24, 1996,  the  plaintiffs  filed an amended  complaint.  On April 28,
1997,  the Court granted in part,  and denied in part,  the Company's  motion to
dismiss.  The Court  further  granted the  plaintiffs  leave to replead  certain
dismissed  claims.  The Company  does not believe that it is possible to predict
the outcome of this litigation.

Other Litigation

* In October  1995,  an employee who was  terminated by the Company in 1992
filed a Complaint against the Company, alleging that his incentive stock options
continued  to  vest  subsequent  to  his   termination.   He  seeks  damages  of
approximately  $1,000,000.  The Company has filed a general  denial in answer to
the Complaint, and a trial date has been set for September 15, 1997. The Company
does not believe that the Complaint will be successful.



                                       7

<PAGE>





 
Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Revenues

Revenues for the three months ended March 31, 1997 and 1996 were $60,551,000 and
$56,722,000,  respectively.  The table below shows the Company's revenues broken
down by business unit:

                                               Three Months Ended March 31,
                                            ------------------------------------
                                                                     Increase/
                                            1997         1996       (Decrease)
- --------------------------------------------------------------------------------
(In thousands)

   Commercial Systems                    $38,122      $38,137              0%
   Software & Component Technologies       9,575        9,606              0%
   Aerospace                              12,854        8,979             43%
                                      ----------   ----------     ----------
    Total revenue                        $60,551      $56,722              7%
                                      ----------   ----------     ----------

Commercial Systems

Commercial Systems revenues for the three month period ended March 31, 1997
decreased slightly within the Land Survey and Marine vertical markets.  However,
the Company believes that it has maintained its market share worldwide.

The  decreases  in Land  Survey  sales  in the  first  quarter  of 1997,
compared to the first quarter of 1996 is due in part to the continued  slow down
of the European and Japanese  economies.  Also, during the quarter,  the Company
experienced delays in shipping newly introduced Land Survey products.

Revenues  from the Marine market had a slight  improvement  in the first
quarter of 1997  compared to the prior three  quarters,  but was still  slightly
down compared to that of the prior year.

The  decrease in Land Survey and Marine sales were  partially  offset by an
increase in the overall  Commercial  Systems'  revenues for the first quarter of
1997, as compared to the first quarter of 1996 which  occurred  primarily in the
Precise Positioning and GIS vertical markets.

Tracking  and  Communications  revenues  have  increased  slightly  in the first
quarter of 1997 compared to the first  quarter of 1996 due to the  resumption of
shipments  late  in the  first  quarter  of 1997 to  American  Mobile  Satellite


                                       8

<PAGE>


Corporation (AMSC), a Reston, Virginia, based company that provides a variety of
voice  and  data  services  via  satellite.   The  shipments   were   originally
discontinued  late in the fourth quarter of 1995 by the request of AMSC to cease
delivery,  in part due to delays in AMSC's  completion of software.  On February
20, 1997, an agreement was signed between  Trimble and AMSC to resume  shipments
of its  Galaxy/GPS  terminals  at the rate of 500 units per month,  beginning in
March 1997. Approximately 250 units were shipped in March 1997.

Software and Component Technologies

Software and Component  Technologies  slight  decrease in revenues for the three
month period ended March 31, 1997,  as compared  with the first  quarter of 1996
was due to lower consumer product sales.

Aerospace

* Sales of Aerospace products increased for the first quarter of 1997,  compared
to the first  quarter of 1996  primarily  due to the  increased  sales of the HT
9100,  Honeywell  Trimble  product  line.  The Company  considers  its Aerospace
products to be a long term growth opportunity.  It believes that success in this
area will be dependent upon the success of the current  strategic  alliance with
Honeywell.

* Military sales  decreased in the first quarter of 1997,  compared to the first
quarter of 1996.  Military  sales are highly  dependent  on  contracts  that are
subject to  government  approval  and are,  therefore,  expected  to continue to
fluctuate from period to period. The Company believes that opportunities in this
market have been substantially  reduced by cutbacks in U.S. and foreign military
spending.

Revenue outside the US

* Sales to  unaffiliated  customers  in  locations  outside  the U.S.  comprised
approximately 48% of revenue in the first three months of 1997 and approximately
52% in the first  quarter  of 1996.  During  the first  quarter  of 1997,  lower
revenues in Europe  affected  many of the  Company's  product  lines,  and lower
revenues  in  Japan  primarily  related  to  surveying  products.   The  Company
anticipates  that export revenue and sales made by its subsidiaries in locations
outside  the U.S.  will  continue to account  for a  significant  portion of its
revenue and,  therefore,  the Company is subject to the risks  inherent in these
sales, including unexpected changes in regulatory requirements,  exchange rates,
governmental  approval,   tariffs  or  other  barriers.  Even  though  the  U.S.
Government  announced on March 29, 1996,  that it would support and maintain the
GPS system,  as well as  eliminate  the use of Selective  Availability  (S/A) (a
method of degrading GPS accuracy),  customers in certain  foreign markets may be
reluctant to purchase  products based on GPS technology given the control of GPS
by the U.S.  Government.  The Company's results of operations could be adversely
affected if the Company were unable to continue to generate significant sales in
locations outside the U.S.


Gross Margin

Gross  margin  varies on a  quarterly  basis  due to a number  of  factors,
including product mix, domestic versus international  sales,  customer type, the
effects of  production  volumes and fixed  manufacturing  costs on unit  product


                                       9

<PAGE>

costs and new product  start-up  costs.  Gross margin as a  percentage  of total
product  revenue was 52% and 54% in the three month periods ended March 31, 1997
and 1996,  respectively.  The lower gross margin percentage in the first quarter
of 1997  compared to the first  quarter of 1996  primarily  reflected a shift in
product mix from higher margin commercial systems sales to lower margin avionics
and OEM sales and  decreases  in the  margins  obtained  on sales of  commercial
systems products. There can be no assurance that these margins will be sustained
because of mix changes within and among the business units,  market pressures on
unit selling prices, fluctuations in unit manufacturing costs and other factors.
While  Commercial  Systems  products  have the highest  gross margins of all the
Company's  products,  their margins have decreased primarily because the Company
reduced prices on these products in response to competition. The Company expects
competition to increase in its Commercial Systems markets and, therefore,  it is
likely that further  price  erosion will occur,  with  consequently  lower gross
margin percentages in the future.

* The Company  also  expects  that a higher  percentage  of its  business in the
future  will be  conducted  through  alliances  with  strategic  partners,  e.g.
Honeywell,  Caterpillar,  and  Case.  As a  result  of  volume  pricing  and the
assumption of certain operating costs in connection with such partners,  margins
for this business are likely to be lower than sales directly to end-users.

Operating Expenses

The  following  table shows  operating  expenses for the periods  indicated  and
should be read in conjunction with the narrative descriptions of those operating
expenses below:

                                  Three Months Ended March 31,
                            -----------------------------------------
                                                            Increase/
                                  1997           1996      (Decrease)
- ---------------------------------------------------------------------
(In thousands)

Research and development          9,001          8,825           2%
Sales and marketing              14,348         16,064         (11)%
General and administrative        6,406          7,412         (14)%
                             ----------     ----------    --------
 Total                        $  29,755      $  32,301          (8)%
                             ----------     ----------    --------

Research and Development

Research  and  development  increased  slightly in the three month  period ended
March 31, 1997,  as compared  with the  corresponding  1996  period.  The higher
research  and  development  expense in the 1997  period is due to an increase in
personnel and the related  expenses which accompany an increase in the number of
employees.  The  increase in research and  development  personnel is part of the
Company's continuing aggressive development of future products.


* The Company  expects  that a  significant  portion of its future  revenues and
operating  income  will  continue to be derived  from sales of newly  introduced


                                       10

<PAGE>

products.  Consequently,  the Company's  future  success  depends in part on its
ability to continue to develop and  manufacture  new  competitive  products with
high gross profit margins. Advances in product technology will require continued
substantial  investment  in research  and  development  in order to maintain and
enhance the  Company's  market  position and achieve high gross profit  margins.
Development and manufacturing schedules for technology products are difficult to
predict,  and there can be no assurance  that the Company  will  achieve  timely
initial  customer  shipments of new products.  The timely  availability of these
products in volume and their acceptance by customers are important to the future
success of the  Company.  In  addition,  certain of the  Company's  products are
subject to governmental and similar  certifications before they can be sold. For
example,  FAA certification is required for all aviation products.  An inability
or delay in obtaining  such  certifications  could have an adverse effect on the
Company's operating results.

Sales and Marketing

The  decreased  sales and  marketing  expenses  for the three month period ended
March  31,  1997,  as  compared  with the  corresponding  period  in 1996 is due
primarily  to  reduction  in  headcount  and  decreases  in  temporary  help and
consulting,  resulting from the Company's  restructuring  in September  1996. In
addition,  there were decreases in advertising and promotional  items related to
lower costs for the annual report and lower media development costs.

The Company's future growth will depend upon the timely  development of products
and continued  viability of the markets in which the Company currently  competes
and upon the  Company's  ability to continue to identify and exploit new markets
for  its  products.  In  addition,  the  Company  has  encountered   significant
competition in selected  markets,  and the Company  expects such  competition to
intensify as the market for GPS applications receives acceptance. Several of the
Company's   competitors  are  major  corporations  with  substantially   greater
financial,   technical,   marketing  and  manufacturing   resources.   Increased
competition is likely to result in reduced market share and in price  reductions
of GPS-based  products,  which could adversely affect the Company's revenues and
profitability.

General and Administrative

The  decrease in general and  administrative  expense for the three month period
ended  March 31,  1997,  as compared  with the same  period for 1996,  primarily
reflects lower legal expenses as a result of reduced litigation.

Income Taxes

* The income tax rates of 26% and 20% for the three  months ended March 31, 1997
and 1996 respectively are less than the applicable federal statutory rate of 35%
primarily due to realization  of previously  reserved  deferred tax assets.  The
1997 rate is higher than the 1996 rate primarily due to higher foreign taxes.


                                       11

<PAGE>


 Inflation

The effects of inflation  on the  Company's  financial  results have not
been significant to date.

Liquidity and Capital Resources

* For the three month period ended March 31,  1997,  cash  provided by operating
activities  was  $6,152,000  as compared to cash used of  $2,871,000 in the same
period  in 1996.  Cash  provided  by sales of  common  stock in 1997  represents
proceeds from purchases made pursuant to the Company's stock option and employee
stock purchase  plans and totaled  $488,000 for the three months ended March 31,
1997. The Company has relied primarily on cash provided by financing  activities
and  net  sales  of  short-term   investments   to  fund   operations,   capital
expenditures,  to repurchase the Company's common stock (see further explanation
below), and other investing  activities.  The Company's ability to generate cash
from  operations  will  depend  in a large  part  on  revenues  and the  rate of
collections  of accounts  receivable.  Management  believes that its cash,  cash
equivalents and short-term  investment balances,  with its existing credit line,
will be sufficient to meet its anticipated  cash needs for at least one year. At
March 31, 1997, the Company had cash and cash  equivalents  of  $26,114,000  and
short-term investments of $59,283,000.

In August 1995, the Company entered into an agreement with two banks for a $30.0
million  unsecured  line of credit  that  expires  in July 1997.  The  agreement
enables  the  Company  to  borrow  up to $30.0  million  provided  that  certain
financial and other  covenants are met. The agreement  provides for payment of a
commitment fee of 0.5% for the unused portion of the line of credit.  Borrowings
bear interest at the higher of (i) one of the bank's annual prime rate, and (ii)
the federal funds rate plus 0.5%.  No borrowings  have been made under this line
of credit. The Company intends to obtain another line of credit on similar terms
after this line expires.

In February  1996, the Company  announced  that it had approved a  discretionary
program  whereby up to 600,000  shares of its common stock may be repurchased by
the Company to offset potential  dilutive effects to earnings per share from the
issuance  of stock  options.  The Company  intends to use  existing  cash,  cash
equivalents  and short-term  investments  to finance any such stock  repurchases
under this program.  In 1996, the Company  purchased 250,000 shares at a cost of
$3,545,000.  In the first quarter of 1997 the Company purchased 50,000 shares at
a cost of $673,000.

During the three  months  ended  March 31, 1997 and 1996,  the Company  invested
$1,000,000 and $1,400,000  respectively,  in equity securities of companies that
either use GPS technology or whose  technology  can be used in conjunction  with
the Company's GPS technology.  The Company is continually  evaluating  potential
external  investments in technologies  related to its business.  There can be no
assurance that investments already made and potential future investments will be
successful.


Other Risk Factors

Revenue  has  tended to  fluctuate  on a  quarterly  basis due to the  timing of
shipments of products under  contracts,  the sale of license rights and seasonal


                                       12

<PAGE>

patterns favoring spring and summer for the Commercial  Systems  business.  This
pattern was not repeated in 1996 and there can be no assurances  that there will
be any reversion to the prior seasonal revenue trends during 1997. A significant
portion of the  Company's  quarterly  revenues  occur from orders  received  and
immediately shipped to customers in the last few weeks and days of a quarter. If
orders are not  received,  or  shipments  are delayed a few days at the end of a
quarter, operating results would be significantly adversely impacted.

* The Company has a relatively  fixed cost  structure in the short term which is
determined by the business plans and strategies the Company intends to implement
in the markets it addresses.  This effective  leveraging means that increases or
decreases  in  revenues  have more than a  proportional  impact on net income or
losses.  The Company  estimates  that a change in product  revenue of $1 million
would cause a corresponding change in the Company's earnings per share by 2 to 3
cents.

* In the longer term,  the Company  believes  that the  Software  and  Component
Technologies  business unit will comprise a significant portion of the Company's
business.  The  Software and  Component  Technologies  business  unit differs in
nature from most of the Company's  markets  because volumes are high and margins
relatively  low.  Software and  Component  Technologies  customers are extremely
price  sensitive.  As  costs  decrease  through  technological  advances,  these
advances  will be passed on to the  customer.  To  compete in the  Software  and
Component  Technologies market requires high-volume production and manufacturing
techniques.  Customers expect high quality standards with very low defect rates.
The Company is relatively inexperienced compared to competitors with far greater
resources in such high-volume manufacturing and associated support activities.

The  Company's  stock price is subject to  significant  volatility.  If revenues
and/or earnings fail to meet the expectations of the investment community, there
could  be an  immediate  and  significant  impact  on the  trading  price of the
Company's stock.

The  value of the  Company's  products  relies  substantially  on the  Company's
technical  innovation in fields in which there are many current patent  filings.
The  Company  recognizes  that as new  patents  are issued or are brought to the
Company's  attention by the holders of such patents, it may be necessary for the
Company to withdraw  products  from the market,  take a license from such patent
holders,  or redesign  its  products.  The  Company  does not believe any of its
products  infringe  patents or other  proprietary  rights of third parties,  but
cannot  be  certain  they  do  not do so.  In  addition,  the  legal  costs  and
engineering  time  required  to  safeguard  intellectual  property  or to defend
against litigation could become a significant expense of operations. Such events
could have a material adverse effect on the Company's revenues or profitability.

The Company is  continually  evaluating  alliances and external  investments  in
technologies  related to its business and has already entered into alliances and
made  relatively  small  investments  in  GPS  related   technology   companies.
Acquisitions  of companies,  divisions of  companies,  or products and alliances


                                       13

<PAGE>

entail  numerous  risks,  including (i) the potential  inability to successfully
integrate acquired operations and products or to realize anticipated  synergies,
economies of scale or other value, (ii) diversion of management's attention, and
(iii) loss of key employees of acquired operations. Any such problems could have
a material  adverse effect on the Company's  business,  financial  condition and
results of  operations.  No  assurances  can be given that the Company  will not
incur problems from current or future alliances,  acquisitions,  or investments.
Furthermore,  there can be no assurance that the Company will realize value from
any such alliances, acquisitions, or investments.

The  Company's  products rely on signals from the GPS Navstar  satellite  system
built and maintained by the U.S.  Department of Defense.  Navstar satellites and
their  ground  support  systems  are  complex   electronic  systems  subject  to
electronic  and  mechanical  failures  and possible  sabotage.  Some of these 24
satellites have exceeded their design lives of 7.5 years and are also subject to
damage by the hostile space environment in which they operate. Repair of damaged
or  malfunctioning   satellites  is  impossible.  If  a  significant  number  of
satellites were to become inoperable,  there could be a substantial delay before
they are replaced  with new  satellites.  A reduction in the number of operating
satellites  would impair the current utility of the GPS system and the growth of
current  and  additional  market  opportunities.  In  addition,  there can be no
assurance that the U.S.  Government  will remain  committed to the operation and
maintenance of GPS  satellites  over a long period of time, nor that policies of
the U.S.  Government  allowing  for the use of GPS  without  charge  will remain
unchanged. Because of ever increasing commercial applications of GPS, other U.S.
Government  agencies may become involved in the administration or the regulation
of the  use of GPS  signals.  Any of the  foregoing  factors  could  affect  the
willingness  of buyers of the  Company's  products to select  GPS-based  systems
instead of products  based on competing  technologies.  Any resulting  change in
market  demand for GPS  products  would have a  material  adverse  effect on the
Company's  financial  results.  Certain European  government  organizations have
expressed concern  regarding the  susceptibility of GPS equipment to intentional
or inadvertent  signal  interference.  Such concern could translate into reduced
demand for GPS products in certain geographic regions.



                                       14

<PAGE>


                                       




P
ART II.  OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        A.     Exhibits

               11.1   Computation of Earnings (Loss) Per Common Share

               27     Financial Data Schedule

        B.     Reports on Form 8-K

               There were no reports on Form 8-K filed during the quarter  ended
               March 31, 1997





                                       15

<PAGE>




                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                                    TRIMBLE NAVIGATION LIMITED
                                    (Registrant)



                                    By:/s/Dennis R. Ing
                                          Dennis R. Ing
                                        (Vice President Finance, Chief Financial
                                         Officer, and principal financial and 
                                         principal accounting officer)



                                    DATE:  May 14, 1997



                                       16

<PAGE>







                           TRIMBLE NAVIGATION LIMITED
                                  EXHIBIT 11.1



                 Computation of Earnings (Loss) Per Common Share

                                                           Three Months Ended
                                                                March 31,
                                                       -------------------------
                                                           1997           1996
- --------------------------------------------------------------------------------
(In thousands, except per share data)

PRIMARY EARNINGS (LOSS) PER COMMON SHARE

 Computation of common and common
   equivalent shares outstanding:
          Common stock outstanding                         22,066        21,679
          Common stock options                                308             -
          Common stock warrants                                60             -
 
 Total weighted average common                          ---------     ---------
 and dilutive common equivalent shares outstanding         22,434        21,679
                                                        =========     =========


                                                        ---------     ---------
 Net income (loss)                                         $1,429       ($1,146)
                                                        =========     =========


 Primary earnings (loss) per share                          $0.06        ($0.05)
                                                        =========     =========


FULLY DILUTED EARNINGS (LOSS) PER COMMON SHARE

 Computation of common and common
   equivalent shares outstanding:
          Common stock outstanding                         22,066        21,679
          Common stock options                                308             -
          Common stock warrants                                60             -

Total weighted average common                           ---------     ---------
 and dilutive common equivalent shares outstanding         22,434        21,679
                                                        =========     =========


                                                        ---------     ---------
 Net income (loss)                                         $1,429       ($1,146)
                                                        =========     =========


 Fully diluted earnings (loss) per share                    $0.06        ($0.05)
                                                        =========     =========


                                       17

<PAGE>





<TABLE> <S> <C>
                                    
<ARTICLE>                                5
<LEGEND>                             
     THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
     CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED STATEMENT 
     OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
     STATEMENTS
</LEGEND>                            
<MULTIPLIER>                                    1,000
                                          
<S>                                        <C>
<PERIOD-TYPE>                            3-MOS
<FISCAL-YEAR-END>                        DEC-31-1997
<PERIOD-END>                             MAR-31-1997

<CASH>                                         26,114
<SECURITIES>                                   29,283
<RECEIVABLES>                                  38,090
<ALLOWANCES>                                        0
<INVENTORY>                                    38,920
<CURRENT-ASSETS>                              165,963
<PP&E>                                         21,641
<DEPRECIATION>                                      0
<TOTAL-ASSETS>                                197,567
<CURRENT-LIABILITIES>                          41,685
<BONDS>                                             0
<PREFERRED-MANDATORY>                               0
<PREFERRED>                                         0
<COMMON>                                      130,268
<OTHER-SE>                                     (5,274)
<TOTAL-LIABILITY-AND-EQUITY>                  196,567
<SALES>                                        60,551
<TOTAL-REVENUES>                               60,551
<CGS>                                          29,045
<TOTAL-COSTS>                                  29,045
<OTHER-EXPENSES>                               29,755
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                918
<INCOME-PRETAX>                                 1,929
<INCOME-TAX>                                      500
<INCOME-CONTINUING>                             1,429
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    1,429
<EPS-PRIMARY>                                       0.06
<EPS-DILUTED>                                       0.06
        

    
 



</TABLE>