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 July 2, 1999

                                       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 August 6, 1999, there were 22,518,600  shares of Common Stock (no par
value) outstanding.

                                       1

<PAGE>



                           TRIMBLE NAVIGATION LIMITED



                                      INDEX
                                                                      Page

PART I.     FINANCIAL INFORMATION                                     Number



  Item 1.   Financial Statements

            Condensed Consolidated Balance Sheets -
            July 2, 1999 and January 1, 1999                               3

            Condensed Consolidated Statements of Operations -
            Three and Six Months ended July 2, 1999 and, July 3, 1998      4

            Condensed Consolidated Statements of Cash Flows -
            Six Months ended July 2, 1999 and, July 3, 1998                5

            Notes to Condensed Consolidated Financial

            Statements                                                     6


  Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                            14



PART II. OTHER INFORMATION


  Item 4.  Submission of Matters to a Vote of Security Holders             26


  Item 5.  Other Information                                               26


  Item 6.  Exhibits and Reports on Form 8-K                                27


SIGNATURES                                                                 28


                                       2

<PAGE>


   PART I. FINANCIAL INFORMATION

   Item 1.     FINANCIAL STATEMENTS

                           TRIMBLE NAVIGATION LIMITED
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                         July 2,     January 1,
                                                          1999          1999
 -------------------------------------------------------------------------------
 (In thousands)                                        (Unaudited)
  ASSETS
  Current assets:
      Cash and cash equivalents                           $41,180      $ 40,865
      Short term investments                               23,643        16,269
      Accounts and other receivable, net                   38,953        33,431
      Inventories                                          32,788        37,166
      Other current assets                                  3,143         4,173
                                                    -------------- -------------
          Total current assets                            139,707       131,904

      Net property and equipment                           13,762        15,104
      Intangible assets                                     1,231         1,320
      Deferred income taxes                                   407           405
      Other assets                                          7,469         7,546
                                                    --------------- ------------
          Total assets                                   $162,576      $156,279
                                                    =============== ============
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
      Current portion of long-term debt                   $ 1,388       $ 1,388
      Accounts payable                                     13,255        13,000
      Accrued compensation and benefits                     7,201         4,696
      Customer advances                                         -           808
      Accrued liabilities                                  10,968        15,474
      Accrued liabilities related to disposal of
         General Aviation                                   6,406         6,743
      Accrued warranty expense                              5,961         5,681
      Income taxes payable                                  3,330         2,158
                                                    ---------------- -----------
          Total current liabilities                        48,509        49,948
                                                    ---------------- -----------
  Noncurrent portion of long-term debt 
   and other liabilities                                  30,013        31,640
                                                    ---------------- -----------
          Total liabilities                                78,522        81,588
                                                    --------------- ------------
  Shareholders' equity:
      Common stock                                        123,449       121,501
      Common stock warrants                                   700           700
      Accumulated deficit                                 (39,048)      (46,718)
      Unrealized gain (loss) on short term 
        investments                                          (33)           19
      Foreign currency translation adjustment              (1,014)         (811)
                                                    --------------- ------------
          Total shareholders' equity                       84,054        74,691
                                                    --------------- ------------
          Total liabilities and shareholders' equity     $162,576      $156,279
                                                    =============== ============

   See accompanying notes to condensed consolidated financial statements.


                                       3

<PAGE>


                           TRIMBLE NAVIGATION LIMITED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                        Three Months Ended                     Six Months Ended
                                                                    July 2,              July 3,          July 2,          July 3,
                                                                     1999                 1998 *           1999             1998 *
------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
<S>                                                                  <C>              <C>             <C>               <C>    
 Total revenue                                                        $ 70,839         $ 73,536        $ 139,609         $147,697
                                                              -----------------   --------------   --------------   --------------
  Operating expenses:
     Cost of sales                                                      33,228           37,277           66,431           73,112
     Research and development                                            9,444           11,199           17,951           22,353
     Sales and marketing                                                13,972           15,762           27,276           31,588
     General and administrative                                          8,630            7,603           18,653           14,667
                                                              -----------------   --------------   --------------   --------------
          Total operating expenses                                      65,274           71,841          130,311          141,720
                                                              -----------------   --------------   --------------   --------------
  Operating income                                                       5,565            1,695            9,298            5,977
                                                              -----------------   --------------   --------------   --------------
 Nonoperating income (expense):
     Interest income                                                       694              971            1,385            2,014
     Interest and other expenses                                          (835)            (819)          (1,652)          (1,677)
     Foreign exchange gain (loss) , net                                     54              245               (7)             280
                                                              -----------------   --------------   --------------   --------------
                                                                           (87)             397             (274)             617
                                                              -----------------   --------------   --------------   --------------
  Income before income taxes from
      continuing operations                                              5,478            2,092            9,024            6,594
 Income tax provision                                                      822              200            1,354              700
                                                              -----------------   --------------   --------------   --------------
 Net income from continuing operations                                 $ 4,656          $ 1,892          $ 7,670          $ 5,894
                                                              -----------------   --------------   --------------   --------------
Discontinued operations:
     Loss from operations                                                    -           (1,637)               -           (3,724)
                                                              -----------------   --------------   --------------   --------------
 Net income                                                            $ 4,656            $ 255          $ 7,670          $ 2,170
                                                              =================   ==============   ==============   ==============

 Basic income per share from continuing operations                      $ 0.21           $ 0.08             0.34             0.26
 Basic income (loss) per share from discontinued operations                  -            (0.07)               -            (0.16)
                                                              -----------------   --------------   --------------   --------------
  Basic net income per share                                             $ 0.21           $ 0.01           $ 0.34           $ 0.10
                                                              =================   ==============   ==============   ==============
  Shares used in calculating basic
      income (loss) per share                                           22,319           22,693           22,290           22,737
                                                              =================   ==============   ==============   ==============

 Diluted income per share from continuing operations                    $ 0.20           $ 0.08             0.34             0.25
 Diluted income (loss) per share from discontinued operations                 -            (0.07)               -            (0.16)
                                                              -----------------   --------------   --------------   --------------
  Diluted net income per share                                           $ 0.20           $ 0.01           $ 0.34           $ 0.09
                                                              =================   ==============   ==============   ==============
  Shares used in calculating diluted
      income (loss) per share                                           22,769           23,300           22,437           23,458
                                                              =================   ==============   ==============   ==============

<FN>
* Certain amounts in these periods have been restated for the discontinued operation (General Aviation) and subsequent to the 
restatement, certain amounts in this period related to certain product lines have been reclassified to include amounts in 
continuing operations that were previously included in discontinued operations. See Note 3 for further explanation.
</FN>
</TABLE>



See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>
                           TRIMBLE NAVIGATION LIMITED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Six Months Ended
                                                                                     July 2,            July 3,
                                                                                      1999              1998 *
--------------------------------------------------------------------------------------------------------------------
(In thousands)
<S>                                                                                     <C>               <C>    
 Net cash provided by operating activities of continuing operations                      $ 9,465           $  5,686
 Net cash used by operating activities of discontinued operations                              -           $ (3,724)
                                                                                    -------------   ----------------
 Net cash provided by operating activities                                               $ 9,465            $ 1,962
                                                                                    -------------   ----------------
 Cash flow from investing activities:
      Purchase of short term investments                                                  (7,374)           (62,268)
      Maturities of short term investments                                                   752             71,947
      Sales of short term investments                                                          -                  -
      Acquisition of property and equipment                                               (3,105)            (4,500)
      Capitalized patent expenditures                                                       (523)              (574)
                                                                                    -------------   ----------------

        Net cash provided (used) in investing activities of continuing operations        (10,250)             4,605
        Net cash used in investing activities of discontinued operations                       -                (20)
                                                                                    -------------   ----------------
        Net cash provided (used) in investing activities                                 (10,250)             4,585
                                                                                    -------------   ----------------
  Cash flow from financing activities:
      Issuance of common stock                                                             1,948              3,203
      Repurchase of common stock                                                               -             (8,754)
      (Payment)/collections of notes receivable                                              484               (294)
      (Payment)/proceeds from long-term debt and revolving
        credit facilities                                                                 (1,332)             2,527
                                                                                    -------------   ----------------
        Net cash provided (used) by financing activities of continuing operations          1,100             (3,318)
                                                                                    -------------   ----------------
        Net cash provided (used) by financing activities                                   1,100             (3,318)
                                                                                    -------------   ----------------

 Net increase in cash and cash equivalents                                                   315             3,229

 Cash and cash equivalents -- beginning of period                                         40,865             19,951
                                                                                    -------------   ----------------
 Cash and cash equivalents -- end of period                                             $ 41,180           $ 23,180
                                                                                    =============   ================

 Supplemental disclosures of cash flow information:
      Cash paid during the period for:
        Interest                                                                         $ 751              $ 811
        Income taxes, net of refunds                                                     $  41              $ 983

<FN>
* Certain amounts in this period have been restated for the discontinued operation (General Aviation) and subsequent to the 
restatement, certain amounts in this period related to certain product lines have been reclassified to include amounts in 
continuing operations that were previously included in discontinued operations. See Note 3 for further explanation.
</FN>
</TABLE>


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 three and six month
periods  ended  July 2,  1999,  and July 3, 1998,  which are  presented  in this
Quarterly  Report on Form 10-Q are  unaudited.  The balance  sheet at January 1,
1999,  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 January 1, 1999.  The three and six month periods ending July 3, 1998
have been restated to reflect a subsequently  retained  portion of  discontinued
operations. See Note 3.

     The Company  has a 52-53 week fiscal year which ends on the Friday  nearest
to December 31, which for fiscal 1999 will be December 31, 1999.

     The results of operations for the three and six month periods ended July 2,
1999 are not necessarily  indicative of the results that may be expected for the
year ending December 31, 1999.

NOTE 2 - Inventories:

Inventories from continuing operations consist of the following:

                                July 2,               January 1,
                                 1999                    1999
---------------------------------------------------------------------
(In thousands)

Raw materials                     $ 16,972                  $ 22,480
Work-in-process                      6,018                     4,033
Finished goods                       9,798                    10,653
                             --------------       -------------------
                                  $ 32,788                  $ 37,166
                             --------------       -------------------

NOTE 3 - Discontinued Operations:

     On October 2, 1998, the Company  adopted a plan to discontinue  its General
Aviation division.  The Company currently  anticipates that the division will be
disposed of by September 1999.  Accordingly,  the General  Aviation  division is
being  reported as a discontinued  operation for all periods  presented in these
financial  statements.  Net assets of the  discontinued  operation at October 2,
1998 were written off and consisted primarily of inventory,  property, plant and
equipment and intangible assets.

     As of July 2, 1999, in connection  with the  discontinued  operations,  the
Company had  incurred  cumulative  net expenses of $4.8  million  consisting  of
spending  of $5.3  million for  operating  loss for the  discontinued  operation
through the estimated date of disposal including  severance costs and receipt of
$543,000 related to the sale of particular inventory items and fixed assets. The
Company has a remaining  provision of $6.4 million  which  includes $4.1 million
for the  estimated  operating  losses  through  the  estimated  date of disposal

                                       6

<PAGE>



including  remaining  severance  costs and $2.3 million for facility and certain
other contractual costs.

     On March 31, 1999 the Company made the decision to retain  certain  product
lines  included  within the  General  Aviation  division  which were part of the
previously planned discontinued  operations.  The basis of the decision was that
these  products use common raw  materials  and labor which are necessary for the
Company's Air Transport products and, therefore,  these particular product lines
could be retained without adding additional overhead from the overhead currently
required for the Air Transport  products.  The revenues and costs related to the
products  retained have been included in the results of operations of continuing
operations in the periods presented.

     The net revenues of the discontinued operation, which have been restated to
exclude  the  retained  product  lines,  are not  included  in net  revenues  of
continuing  operations  in  the  accompanying  statements  of  operations.   The
operating  results  for the  three  and six  months  ended  July 3,  1998 of the
discontinued operation are summarized as follows:

                                         Three Months Ended    Six Months Ended
                                               July 3,                July 3,
                                                1998                    1998
--------------------------------------------------------------------------------
(In thousands)
 Net revenues                                   $ 2,314                 $ 4,761
 Loss before tax provision                       (1,637)                 (3,724)
 Income tax provision                                 -                       -
                                        ================       =================
      Net loss                                 $ (1,637)               $ (3,724)
                                        ================       =================

 Basic and diluted net loss per share           $ (0.07)                $ (0.16)

NOTE 4 - Restructuring Charge:

     In fiscal 1998, the Company recorded  restructuring  charges totaling $10.3
million in operating expenses.

     These  charges were a result of the  Company's  reorganization  activities,
through  which the Company has  downsized  its  operations,  including  reducing
headcount  and  facilities   space  usage  and  canceling  its  enterprise  wide
information  system project and certain research and development  projects.  The
impact of these  decisions was that  significant  amounts of the Company's fixed
assets,  prepaid  expenses,  and  purchased  technology  have been  impaired and
certain liabilities incurred. The Company wrote down the related assets to their
net realizable values and made provisions for the estimated liabilities.

                                       7

<PAGE>

     The activity in fiscal 1999 and 1998 related to the  restructuring  and the
amounts  remaining  at July 2,  1999 on the  balance  sheet are as  follows  (in
thousands):

                                  Total
                                charged to                       Remaining in
                               expense in    Amounts paid/   accrued liabilites
                               fiscal 1998    written off    as of July 2, 1999
                               ------------  --------------  -------------------
Employee termination benefits   $ 2,864       $ (1,962)              $ 902
Facility space reductions         1,061           (823)                238
ERP system abandonment            6,360         (5,589)                771
                               -----------    -----------     ------------------
      Subtotal                   $10,285      $ (8,374)            $ 1,911
                               ===========    ===========    ===================

NOTE 5 - Segment Information:

     The Company  currently  manages its  industry  segment  within two Business
Units:  the  Precision  Positioning  Group  (PPG)  and  the  Mobile  and  Timing
Technologies (MTT) Group.

     The  accounting  policies  applied by each of the  markets  are the same as
those used by the Company in general.

     The  following  table  presents  revenues,  operating  income  (loss),  and
identifiable  assets  by  the  Company's  Business  Units.  The  Company  has no
inter-Business  Unit sales or transfers.  As presented,  operating income (loss)
consists  of net sales less  operating  expenses,  excluding  general  corporate
expenses,  interest income (expense),  and income taxes. The identifiable assets
that the Chief  Operating  Decision  Maker (CODM)  views by industry  market are
accounts receivable and inventory.  The Company does not report depreciation and
amortization or capital expenditures by industry markets to the CODM.

                                       8

<PAGE>


<TABLE>
<CAPTION>
                                                  --------------------------------------  -----------------------------------------
                                                          Three Months Ended                          Six Months Ended
                                                             July 2, 1999                               July 2, 1999
                                                  --------------------------------------  -----------------------------------------
                                                            (in thousands)                             (in thousands)
                                                  --------------------------------------  -----------------------------------------
                                                     PPG          MTT         Total           PPG          MTT          Total
                                                  --------------------------------------  -----------------------------------------
<S>                                                 <C>          <C>          <C>            <C>          <C>           <C>
External  net revenue                                $ 41,581     $ 29,258     $ 70,839       $ 84,147     $ 55,462      $ 139,609
Operating profit before corporate allocations          13,510        4,347       17,857         27,895        7,672         35,567
Corporate allocations (1)                              (6,165)      (2,872)      (9,037)       (12,351)      (5,363)       (17,714)
                                                  --------------------------------------  -----------------------------------------
Operating profit from continuing operations           $ 7,345      $ 1,475      $ 8,820       $ 15,544      $ 2,309       $ 17,853
Assets:
   Accounts recievable (2)                                                                    $ 26,848     $ 25,209       $ 52,057
    Inventory                                                                                   12,340       20,385         32,725

                                                  --------------------------------------  -----------------------------------------
                                                          Three Months Ended                          Six Months Ended
                                                             July 3, 1998                               July 3, 1998
                                                  --------------------------------------  -----------------------------------------
                                                            (in thousands)                             (in thousands)
                                                  --------------------------------------  -----------------------------------------
                                                     PPG          MTT         Total           PPG          MTT          Total
                                                  --------------------------------------  -----------------------------------------
External  net revenue                                $ 43,659     $ 29,877     $ 73,536       $ 84,805     $ 62,892      $ 147,697
Operating profit before corporate allocations           7,969        1,551        9,520         14,116        5,865         19,981
Corporate allocations (1)                              (4,276)      (2,033)      (6,309)        (8,123)      (3,991)       (12,114)
                                                  --------------------------------------  -----------------------------------------
Operating profit/(loss) from continuing operations    $ 3,693       $ (482)     $ 3,211        $ 5,993      $ 1,874        $ 7,867

                                                                                          -----------------------------------------
                                                                                                    Tweleve Months Ended
                                                                                                      January 1, 1999
                                                                                          -----------------------------------------
                                                                                                       (in thousands)
                                                                                          -----------------------------------------
Assets:                                                                                       PPG          MTT          Total
                                                                                          -----------------------------------------
   Accounts recievable (2)                                                                    $ 32,197     $ 14,837       $ 47,034
    Inventory                                                                                   10,042       16,251         26,293

<FN>
(1)  For the three and six months ended July 2, 1999,  the Company  determined the amount of corporate  allocations  charged to its
     Business Units based on a percentage of the Business Units' monthly revenue,  gross profit,  and controllable  spending  
     (research and  development,  marketing,  and  general  and  administrative).  For the three and six months  ended July 3, 1998,
     the Company determined  the amount of the corporate  allocations  charged to its Business  Units based on a percentage of the 
     Business  Units' monthly  inventory  balance and gross profit.  Allocation  percentages  were determined at the beginning of 
     each of the respective fiscal years.

(2)  As  presented,  the accounts  receivable  number  excludes  cash in advance and  reserves,  which are not,  allocated  between
     Business Unit segments.
</FN>
</TABLE>


                                       9

<PAGE>

     Following are  reconciliations  corresponding to totals in the accompanying
consolidated financial statements (in thousands):


<TABLE>
<CAPTION>
                                                                   Three Months Ended                  Six Months Ended
                                                               July 2,           July 3,         July 2,           July 3,
Revenues:                                                        1999              1998            1999              1998
---------------------------------------------------------------------------   ---------------  -------------   -----------------
<S>                                                              <C>               <C>           <C>                 <C>   
Total for reportable markets                                      $ 70,839          $ 73,536      $ 139,609           $ 147,697
                                                             ==============   ===============  =============   =================

Operating profit/(loss) from continuing operations:
-------------------------------------------------------------
Total for reportable markets                                       $ 8,820           $ 3,211        $17,853             $ 7,867
Unallocated corporate expenses                                      (3,255)           (1,516)        (8,555)             (1,890)
                                                             --------------   ---------------  -------------   -----------------
     Income before income taxes from continuing operations         $ 5,565           $ 1,695        $ 9,298             $ 5,977
                                                             ==============   ===============  =============   =================

                                                                                                  Six Months     Twelve Months
                                                                                                   Ended             Ended
                                                                                                   July 2,          January 1,
Assets:                                                                                             1999              1999
-------------------------------------------------------------                                  -------------   -----------------
Accounts receivable total for reportable markets                                                    $52,057            $ 47,034
Unallocated (1)                                                                                     (13,104)            (13,603)
                                                                                               -------------   -----------------
   Total                                                                                            $38,953            $ 33,431
                                                                                               =============   =================

Inventory total for reportable markets                                                              $32,725            $ 26,293
Common inventory (2)                                                                                     63              10,873
                                                                                               =============   =================
   Net inventory                                                                                    $32,788            $ 37,166
                                                                                               =============   =================
<FN>
(1) Includes cash in advance and reserves that are not allocated by segment.
(2) Consists of inventory that is common between the Business Unit segments. Parts can be used by either segment.
</FN>
</TABLE>


NOTE 6 - Comprehensive Income (Loss):

     The components of  comprehensive  income,  net of related tax for the three
and six months ended July 2, 1999 and July 3, 1998 are as follows:


<TABLE>
<CAPTION>
                                               Three Months Ended              Six Months Ended
                                              July 2,       July 3,         July 2,          July 3,
                                               1999          1998            1999             1998
-----------------------------------------------------------------------------------------------------
(In thousands)
<S>                                         <C>             <C>           <C>              <C>    
Net income                                   $ 4,656         $ 255         $ 7,670          $ 2,170
Unrealized losses on securities                  (45)          (17)            (52)             (12)
Foreign currency translation adjustments         (90)         (258)           (203)            (462)
                                          -----------  ------------    ------------  ---------------
Comprehensive income                         $ 4,521         $ (20)        $ 7,415          $ 1,696
                                          ===========  ============    ============  ===============
</TABLE>


                                       10

<PAGE>

     The  components of  accumulated  other  comprehensive  loss, net of related
taxes at July 2, 1999 and January 1, 1999 is as follows:


                                                July 2,       January 1,
                                                 1999            1999
-------------------------------------------------------------------------
(In thousands)

Unrealized gains (loss) on securities            $ (33)           $ 19
Foreign currency translation adjustments        (1,014)           (811)
                                          -------------  --------------
Accumulated comprehensive loss                 $(1,047)         $ (792)
                                          =============  ==============

NOTE 7 - New Accounting Standards:

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 133, (SFAS 133)  "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 will require the Company to record
all derivatives  held on the balance sheet at fair value.  Derivatives  that are
not hedges  must be  adjusted  to fair value  through  income.  With  respect to
derivatives which are hedges, then depending on the nature of the hedge, changes
in the fair value of  derivatives  either  will be offset  against the change in
fair  value of the  hedged  assets,  liabilities,  or firm  commitments  through
earnings,  or will be recognized in other comprehensive  income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be  immediately  recognized in earnings.  In June of 1999 the
Financial   Accounting   Standards   Board   delayed  the   effective   date  of
implementation for one year;  therefore,  SFAS 133 is effective for fiscal years
beginning  after June 15, 2000. The Company  expects to adopt SFAS 133 as of the
beginning  of its fiscal  year 2001.  The effect of  adopting  the  Standard  is
currently being evaluated, but is not expected to have a material adverse effect
on the Company's financial position or results of operations.

                                       11

<PAGE>

NOTE 8 - Earnings Per Share:

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share:


<TABLE>
<CAPTION>

                                                                       Three Months Ended               Six Months Ended
                                                                    July 2,          July 3,        July 2,          July 3,
                                                                     1999             1998            1999            1998
------------------------------------------------------------------------------------------------  ------------------------------
(In thousands, except per share amounts)
<S>                                                                  <C>              <C>             <C>            <C>   
Numerator:
    Income from continuing operations available to common
       shareholders used in basic and diluted income per share         $ 4,656         $  1,892        $ 7,670         $  5,894

    Loss from discontinued operations available to common
       shareholders used in basic and diluted income per share         $     -         $ (1,637)       $     -         $ (3,724)
                                                                 --------------   --------------  -------------   --------------
    Income from operations available to common
       shareholders used in basic and diluted income per share         $ 4,656            $ 255        $ 7,670          $ 2,170
                                                                 ==============   ==============  =============   ==============
Denominator:
     Weighted-average number of common
        shares used in calculating basic income per share               22,319           22,693         22,290           22,737

     Effect of dilutive securities:
          Common stock options                                             413              448            147              551
          Common stock warrants                                             37              159              -              170
                                                                 --------------   --------------  -------------   --------------
     Weighted-average number of common
         shares and dilutive potential common shares
        used in calculating diluted income per share                    22,769           23,300         22,437           23,458
                                                                 ==============   ==============  =============   ==============

 Basic income per share from continuing operations                      $ 0.21          $  0.08         $ 0.34          $  0.26
 Basic loss per share from discontinued operations                      $    -          $ (0.07)        $    -          $ (0.16)
                                                                 --------------   --------------  -------------   --------------
 Basic income per share                                                 $ 0.21           $ 0.01         $ 0.34           $ 0.10
                                                                 ==============   ==============  =============   ==============

 Diluted income per share from continuing operations                    $ 0.20          $  0.08         $ 0.34          $  0.25
 Diluted loss per share from discontinued operations                    $    -          $ (0.07)        $    -          $ (0.16)
                                                                 --------------   --------------  -------------   --------------
 Diluted income per share                                               $ 0.20           $ 0.01         $ 0.34           $ 0.09
                                                                 ==============   ==============  =============   ==============
</TABLE>


NOTE 9 - 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 sought 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 alleged 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


                                       12

<PAGE>


certain dismissed claims. On June 19, 1997, the plaintiffs filed a third amended
and  consolidated  complaint.  The Company has answered the complaint by denying
all  liability.  On March  19,  1999,  the  parties  executed  a  Memorandum  of
Understanding  with respect to  settlement of the  litigation.  The parties have
negotiated a definitive  stipulation  of settlement and on September 20, 1999, a
court  hearing  will be held in order for the Court to decide  whether or not to
approve  the  terms of the  settlement.  There  can be no  assurance  that  such
approval  will be  granted.  If the  litigation  is settled as  provided  by the
current terms of the  settlement,  the outcome will not have a material  adverse
effect on the Company's financial position or results of operations.

Other Litigation

     On November 12,  1998,  the Company  brought suit in district  court in San
Jose,  California against Silicon RF Technology,  Inc. (SiRF) for alleged patent
infringement  of three Trimble  patents.  No action by the Court has taken place
yet.

     On January 31,  1997,  counsel for one Philip M. Clegg wrote to the Company
asserting that a license under Mr. Clegg's U.S. Patent No. 4,807,131,  which was
issued  February 21, 1989,  would be required by the Company  because of a joint
venture  that  the  Company  had  previously   entered  into  with   Caterpillar
Corporation concerning the use of Trimble GPS products in combination with earth
moving equipment.  To date, no infringement  action has been initiated on behalf
of Mr.  Clegg.  The  Company  does not  believe  that there will be any  adverse
consequences to the Company as a result of this inquiry.

Other Matters

     Western Atlas, a Houston based  supplier to the oil  exploration  business,
has  accused the Company  and other GPS  manufacturers,  suppliers  and users of
infringing two U.S.  Patents owned by it, namely U.S. Patent Nos.  5,014,066 and
5,619,212.  Western  Atlas  contends  that the  foregoing  patents cover certain
aspects of GPS receiver  design.  Lawsuits for infringement of these two patents
were  filed  in  federal  district  court in  Houston,  Texas  against  Rockwell
International  Corp.,  currently pending and Garmin International Inc. which has
been  settled.  Although  Trimble  has not  been  sued by  Western  Atlas on the
foregoing  patents,  the  Company  has  instructed  its  counsel  thoroughly  to
investigate the infringement  threat.  At the present time, the Company does not
expect this threat to have adverse consequences on the Company's business.

NOTE 10 - Subsequent Event:

     On August 10, 1999,  the Company  signed a Supply  Agreement with Solectron
Corporation and Solectron Federal Systems, Inc. (collectively "Solectron").  The
Agreement is an exclusive arrangement between both parties for all manufacturing
being  outsourced  by Trimble  for three years  effective  August 13,  1999.  In
addition,  the Company has signed an  agreement  to sell  substantially  all the
manufacturing assets,  associated commitments,  and manufacturing  technology in
its  Sunnyvale  location  to  Solectron  as of  August  13,  1999  for  cash  of
approximately  $28 million.  The final  purchase  price for these assets will be
based on the value of the inventory, assets, and commitments on hand at close of
business on August 13,  1999.  The  valuation is expected to be finalized by the
end of the third quarter and the  anticipated  gain on the  transaction  will be
recognized over the exclusive life of the Supply Agreement.

                                       13

<PAGE>

     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 of
paragraphs containing those statements.



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

RESULTS OF CONTINUING OPERATIONS

Revenues

     Revenues of continuing  operations  for the three and six months ended July
2,  1999  were   $70,839,000  and  $139,609,000   respectively,   compared  with
$73,536,000 and $147,697,000 in the corresponding 1998 periods.  The table below
breaks out the Company's revenues by segment:


<TABLE>
<CAPTION>
                                           Three Months Ended                             Six Months Ended
                                -------------------------------------------  --------------------------------------------
                                  July 2,         July 3,                       July 2,        July 3,
                                   1999            1998         Decrease         1999           1998          Decrease
---------------------------------------------------------------------------  --------------------------------------------
(In thousands)
<S>                                <C>             <C>                <C>      <C>             <C>                <C>
 Precision Positioning Group        $ 41,581        $43,659            (5%)     $  84,147       $  84,805            (1%)
 Mobile and Timing Technologies       29,258         29,877            (2%)        55,462          62,892           (12%)

                                -------------  -------------  -------------  -------------  --------------  -------------
 Total                              $ 70,839        $73,536            (4%)     $ 139,609       $ 147,697            (5%)
                                -------------  -------------  -------------  -------------  --------------  -------------
</TABLE>


Precision Positioning Group

     Precision  Positioning Group revenues  decreased for both the three and six
month  periods ended July 2, 1999 as compared to the  corresponding  periods for
1998.  The decrease for the three month period was  partially due to a change in
distribution  model  from a  dealer  commission  to a buy  sell.  The new  model
discounts  revenue,  which is offset by lower sales  commissions.  In  addition,
there was a reduction in the agriculture product lines due to reduced sales to a
U.S.  OEM who has been  impacted by a reduction  in new  equipment  sales in the
agriculture  sector,  as well as a large  shipment  to the U.S.  government  for
precision  land  survey  equipment  in the  second  quarter of 1998 that was not
repeated in the second  quarter of 1999.  These  decreases  were only  partially
offset by increases in the Mapping and GIS Systems product line.

     The  decrease  for the six month  period was  primarily  due to a change in
distribution  model  from a  dealer  commission  to a buy  sell.  The new  model
discounts  revenue,  which is offset by lower sales  commissions.  In  addition,
there was a large  shipment to the U.S.  government  for  precision  land survey
equipment  in the second  quarter of 1998 which was not  repeated  in the second
quarter of 1999.  These decreases were only partially offset by increases in the
Mapping and GIS Systems and Mining, Construction and Agricultural product lines.

                                       14

<PAGE>

Mobile and Timing Technologies

     Mobile and Timing  Technologies  revenues  decreased for both the three and
six month periods ended July 2, 1999, as compared with the corresponding periods
in 1998 due primarily to lower shipments to the U.S.  government  under the CUGR
program  during 1999 as compared to the same periods for 1998. In addition,  the
Commercial  Avionics product line had strong shipments of the  Honeywell-Trimble
(HT9100) product to American Airlines during 1998 that have not been repeated in
1999.  These decreases were not completely  offset by increases in the remaining
Automotive, Timing, and Mobile Positioning product lines.

Revenues outside the U.S.

*    Sales to unaffiliated  customers from continuing  operations in locations
outside the U.S.  comprised  approximately 49% and 47% of the Company's revenues
in the first six months of fiscal 1999 and 1998, respectively.  During the first
six months of 1999,  the Company has  continued  to  experience  strength in the
demand from U.S. and European markets,  and had stronger than expected demand in
South and Central  America.  The Company  anticipates  that export  revenues and
sales made by its  subsidiaries  in locations  outside the U.S. will continue to
account for a significant portion of its revenues and, therefore, the Company is
subject to the risks inherent in these international sales, including unexpected
changes in regulatory  requirements,  exchange  rates,  governmental  approvals,
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 would be adversely  affected if
the Company were unable to continue to generate  significant  sales in locations
outside the U.S.

Gross Margin

*    Gross margin from continuing operations varies on a quarterly basis due
to a number of factors, including product mix, technology license fees, domestic
versus international sales, customer type, the effects of production volumes and
fixed  manufacturing costs on unit product costs and new product start-up costs.
Gross margin as a percentage of total  product  revenues was 53% and 52% for the
three and six month periods  ending July 2, 1999 as compared with 49% and 51% in
the  corresponding  1998  periods.  The  increases in gross  margin  percentages
primarily  reflect  improved  manufacturing  cost control  achieved  through the
consolidation   of  the   manufacturing   organization   resulting  in  improved
efficiencies and reduced inventory.  Because of mix changes within and among the
Business Units,  market  pressures on unit selling prices,  fluctuations in unit
manufacturing  costs,  and other  factors,  there is no  assurance  that current
margins will be sustained.

*    The Company also expects that a higher percentage of its business in the
future will be conducted through alliances with larger strategic partners.  As a
result of volume  pricing  and the  assumption  of  certain  operating  costs in
connection with such partners,  margins related to these revenues from strategic
alliances are likely to be lower than revenues from sales directly to end-users.

                                       15

<PAGE>

Operating Expenses

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


<TABLE>
<CAPTION>
                                      Three Months Ended                                  Six Months Ended
                           --------------------------------------------    -----------------------------------------------
                            July 2,          July 3,        Increase/         July 2,          July 3,        Increase/
                             1999             1998           (Decrease)        1999             1998          (Decrease)
--------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S>                           <C>              <C>                <C>          <C>               <C>                 <C>
Research and development       $ 9,444          $11,199            (16)%        $ 17,951          $22,353             (20)%
Sales and marketing             13,972           15,762            (11)%          27,276           31,588             (14)%
General and administrative       8,630            7,603             14 %          18,653           14,667              27 % 
                           ------------   --------------   ------------    --------------   --------------   -------------
     Total                     $32,046          $34,564             (7)%        $ 63,880          $68,608              (7)%
                           ------------   --------------   ------------    --------------   --------------   -------------
</TABLE>


Research and Development

*    Research and development expenses decreased in the three and six month
periods ended July 2, 1999, as compared with the corresponding  period in fiscal
1998.  The lower  research and  development  expenses for the second quarter and
first half of fiscal 1999 as compared with the  corresponding  periods in fiscal
1998 are  primarily  due to the  Company  receiving  increased  funds  from cost
reimbursement  projects.  Also there was a decrease in  personnel,  consultants,
electronic   parts  and  other  supplies   expense  as  part  of  the  Company's
restructuring  plan that was  implemented  in the last half of 1998. The Company
plans to continue its 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
products.  Consequently,  the Company's future success depends,  in part, on its
ability to continue to advance product technology and to develop and manufacture
new  competitive  products  with 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.

Sales and Marketing

     The  decrease in sales and  marketing  expenses for the three and six month
periods ended July 2, 1999, as compared with the corresponding periods in fiscal
1998 is due  primarily to decreases in  personnel,  travel,  advertising,  trade
shows, and commission expenses as part of the Company's restructuring plan which
was implemented in the last half of 1998.

*    The Company's future growth will also depend upon the timely development
and  continued  viability  of the  Business  Unit  segments in which the Company
currently  competes and upon the  Company's  ability to continue to identify and
penetrate new markets for its products. In addition, the Company has significant
competition  in some  markets,  and the  Company  expects  such  competition  to
intensify  as the  market  for GPS  applications  receives  greater  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 if the Company is unable to make corresponding  changes to compete
effectively.

                                       16

<PAGE>

General and Administrative

     The increase in general and  administrative  expenses for the three and six
months ended July 2, 1999, as compared with the corresponding periods for fiscal
1998, is primarily  due to an increase in the  allowance  for doubtful  accounts
related to customers in South America based on a slow down in the South American
economy for the first half of 1999. In addition,  the Company had an increase in
expenditures  associated  with  certain  litigation  matters  during  the second
quarter  and first half of 1999.  Also,  the  Company  had an increase in salary
related  expenses in  connection  with the hiring of a new CEO in March 1999; an
increase in equipment rental  expenses;  and an increase in building rent in the
second quarter and first half of 1999, as compared to the corresponding  periods
for 1998.

Income Taxes

     The Company's effective income tax rate from continuing  operations for the
three and six months  ended July 2, 1999 is 15% as compared  with the  effective
income tax rates from continuing  operations of 10% and 11%,  respectively,  for
the  corresponding  periods  in 1998.  These  rates  are less  than the  federal
statutory  rate of 35% primarily due to the  utilization  of net operating  loss
carryforwards and the realization of previously reserved deferred tax assets.

Inflation

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

Liquidity and Capital Resources

*    At July 2, 1999, the Company had cash and cash equivalents of $41,180,000
and short-term  investments of $23,643,000.  The Company has relied primarily on
cash provided by operating and financing  activities and net sales of short-term
investments to fund capital expenditures, the repurchase of the Company's common
stock  (see  further  explanation   below),  and  other  investing   activities.
Management  believes that its cash, cash  equivalents and short-term  investment
balances, together with its existing credit line, will be sufficient to meet its
anticipated cash needs for at least the next twelve months.

     For the six months ended July 2, 1999,  net cash  provided  from  operating
activities  was  $9,465,000  as compared to cash  provided of  $1,962,000 in the
corresponding  period in 1998.  Cash  provided by operating  activities  in 1999
resulted from decreases in inventories and increases in accrued compensation and
benefits.  Inventory from continuing  operations as of July 2, 1999 decreased by
$4,378,000  from the 1998 year end levels  primarily due to a focused  effort by
the Company to reduce inventory by supply chain  synchronization,  reducing lead
and cycle times,  simplifying  product lines, and  implementing  tighter control
over its material  forecasting  process.  The  Company's  ability to continue to
generate cash from operations will depend in a large part on revenues,  the rate
of  collections  of accounts  receivable  and the  successful  management of the
Solectron manufacturing relationship.

*    During the third quarter of fiscal 1999 as described in Note 10, the
Company  expects to receive cash as part of an agreement  with Solectron for the
outsourcing of the manufacturing  operations  located in Sunnyvale,  California.
The  anticipated  inflow of cash in the  third  quarter  of fiscal  1999 will be
employed by the Company to fund  capital  expenditures  and for other  investing
activities.

                                       17

<PAGE>

     Cash provided by sales of common stock in 1999 represents the proceeds from
purchases  made pursuant to the Company's  stock option plan and employee  stock
purchase plan and totaled $1,948,000 for the six months ended July 2, 1999.

*    In August 1997, the Company entered into a three-year, $50,000,000
unsecured  revolving  credit facility with four banks (the "Credit  Agreement").
This credit facility replaced the previous two-year  $30,000,000  unsecured line
that expired in August 1997. The Credit Agreement  enables the Company to borrow
up to $50,000,000,  provided that certain financial and other covenants are met.
As of February 16, 1999,  the Company,  the Agent and the Lenders  agreed to new
covenants  for the life of the loan,  which  expires in August of 2000.  The new
covenants  have certain  limitations  which could limit the Company's  available
credit.  The Company does not currently  anticipate that these  limitations will
impact the available  credit of the Company.  The $50,000,000  revolving  credit
facility was modified to include the Company's prior separate $5,000,000 line of
credit and to simplify the entire  arrangement,  as less than $150,000 was being
utilized under the separate facility as of January 1, 1999. The Credit Agreement
provides  for  payment  of a  commitment  fee of 0.25%  and  borrowings  to bear
interest  at 1% over  LIBOR if the total  funded  debt to EBITDA is less than or
equal to 1.00 times, 0.3% and borrowings to bear interest at 1.25% over LIBOR if
the ratio is greater  than 1.00 times and less than or equal to 2.00  times,  or
0.4% and borrowings to bear interest at 1.75% over LIBOR if the ratio is greater
than 2.00 times.  In addition to  borrowing  at the  specified  LIBOR rate,  the
Company  has the right to borrow  with  interest at the higher of (i) one of the
bank's annual prime rate and (ii) the federal funds rate plus 0.5%. To date, the
Company has not made any  borrowings  under the $50,000,00  unsecured  revolving
credit  facility,  but has issued certain letters of credit under the $5,000,000
line of credit which is now under the Credit Agreement. In addition, the Company
is restricted from paying dividends under the terms of the Credit Agreement.

     In June 1994, the Company issued $30.0 million of  subordinated  promissory
notes bearing  interest at an annual rate of 10%, with principal due on June 15,
2001.  Interest payments are due monthly in arrears.  The notes are subordinated
to the Company's senior debt, which is defined as all pre-existing  indebtedness
for  borrowed  money  and  certain  future   indebtedness   for  borrowed  money
(including,  subject  to  certain  restrictions,  secured  bank  borrowings  and
borrowed money for the acquisition of property and capital  equipment) and trade
debt  incurred in the ordinary  course of business.  If the Company  prepays any
portion of the  principal,  it is  required  to pay  additional  amounts if U.S.
Treasury  obligations of a similar maturity exceed a specified yield.  Under the
agreement, the Company is also restricted from paying dividends.

     The  issuance  of the  subordinated  promissory  notes  also  included  the
issuance of warrants  entitling  holders to  purchase  400,000  shares of common
stock at a price of $10.95 per share at any time through June 15, 2001.  The net
proceeds of the notes were  $29,348,000.  The notes are  recorded as  noncurrent
liabilities,  net of appraised fair value attributed to the warrants.  The value
of the warrants and the issuance costs are being amortized to interest  expense,
using the  interest  rate  method over the term of the  subordinated  promissory
notes. The effective annual interest rate on the notes is 11.5%. Under the terms
of the note,  the Company is required to meet a minimum  consolidated  net worth
requirement.  If the  Company  falls below the  minimum  consolidated  net worth
requirement the Company could be in default of its loan  covenants.  Such events
could have a material adverse effect on the Company's operations and liquidity.

     In 1998,  the Company  approved the repurchase of 1.6 million shares on the
open  market  under a  discretionary  program to offset the  potential  dilutive
effects to  earnings  (loss) per share from the  issuance  of  additional  stock
options.  The  Company  intends  to use  existing  cash,  cash  equivalents  and
short-term investments to finance any such stock repurchases under this program.
During  1998,  the  Company  purchased  1.08  million  shares at a cost of $16.1
million.  During  the first  six  months of  fiscal  1999,  no shares  have been
repurchased under the discretionary program.

                                       18

<PAGE>

     The Company is continually  evaluating  potential  external  investments in
technologies  related to its business and, to date,  has made  relatively  small
strategic investments in a number of GPS related technology companies. There can
be no assurance that any such outside investments made to date nor any potential
future investments will be successful.

*    The Company has evaluated the issues raised by the introduction of the
Single  European  Currency  (Euro) for initial  implementation  as of January 1,
1999, and during the transition period through January 1, 2002. The Company does
not  currently  believe that the  introduction  of the Euro will have a material
effect on the Company's foreign exchange and hedging activities. The Company has
also assessed the potential  impact the Euro  conversion  will have in regard to
its internal systems accommodating  Euro-denominated  transactions.  The Company
will continue to evaluate the impact of the Euro  introduction  over time, based
on currently available  information.  The Company does not currently  anticipate
any adverse impact of the Euro conversion on the Company.

Year 2000 and GPS Week Number Rollover Issues

     Computers and software,  as well as other equipment that relies on only two
digits to identify or  represent a year may be unable to  accurately  process or
display certain information at or after the Year 2000. This is commonly referred
to as the "Year 2000 issue." The Year 2000 issue may materially affect Trimble's
vendors,  suppliers,  internal  systems,  products  and  customers.  The Company
continues  to address  the Year 2000 issue to avoid  what might  otherwise  be a
material and adverse effect on the Company's  consolidated  financial  position,
results of operations, or cash flows.

     During the third quarter of 1999 another  date-related  issue, known as the
"GPS Week  Number  Roll-Over"  or "WNRO"  issue,  could also  materially  affect
various Trimble products. The WNRO issue is unrelated to the Year 2000 issue and
is unique to GPS technology. All GPS satellites,  which are operated by the U.S.
government,  broadcast time in the form of a "GPS week number" and a time offset
into each "GPS  week."  Week  numbers  range  from 0 to 1023.  Week 0 started on
January 6, 1980,  and week 1023 will end on August 21,  1999,  at which time the
week number  broadcast by all U.S.  GPS  satellites  will roll over,  back to 0.
Among  other  potential  effects,  this  rollover  may cause GPS  receivers  and
software that process data obtained by GPS  receivers to  erroneously  interpret
high-week-number,  pre-WNRO data as post-dating later low-week-number, post-WNRO
data. This may cause satellite  positions to be miscalculated  and produce gross
position fix errors.  Receivers that process and display calendar dates based on
"weeks since 1980" may generate date calculation  errors.  The Company continues
to  address  the WNRO  issue to avoid what  might  otherwise  be a material  and
adverse effect on the Company's future consolidated financial position,  results
of operations, or cash flows.

     The Company  continues to assess the potential impact of both the Year 2000
and WNRO issues on its  vendors,  suppliers,  internal  systems,  products,  and
customers-and  has begun,  and in many cases  completed,  corrective  efforts in
these areas.

Year 2000 Remediation Plan

     The  Company's  Board of Directors  has adopted a  comprehensive  Year 2000
Remediation Plan, the goal of which is to minimize business disruptions and risk
exposure  that  might  otherwise  arise  as a  consequence  of  moving  into the
twenty-first  century.  The plan focuses on achieving Year 2000 readiness across
the  Company's  entire  supply  chain,  and is  designed  to deal  with the most
critical systems first.  Additionally,  the Company's Year 2000 remediation plan
calls for the  development of  contingency  plans to address  potential  problem
areas with internal  systems,  and with  suppliers and other third  parties.  To
these ends, a Y2K Program  Management  Office has been established to manage and

                                       19

<PAGE>


coordinate  implementation  of the plan on a companywide  basis.  It is expected
that  assessment,  remediation,  and  contingency  planning  activities  will be
ongoing  throughout  1999,  with the  objective of  appropriately  resolving all
material Year 2000 issues before the 21st century rollover.

Information Technology and Other Systems

     The Company continues to assess the potential impact of the Year 2000 issue
on its  internal  systems,  including  information  technology  (IT) and  non-IT
systems, and has begun corrective efforts in this area, as follows:

o    The Company has upgraded its existing MRP/ERP information systems to a
     Year 2000 compliant version as of the end of the second quarter. Final 
     testing of the upgraded systems for Year 2000 compliance will be completed
     before the 21st century rollover. In addition ancillary critical systems 
     will be upgrade to be Year 2000 compliant during the second half of 1999.

o    Assessment and remediation efforts in connection with the Company's other
     IT and non-IT systems will be undertaken as part of the Company's general
     Y2K Remediation Plan.

*    The Company currently plans to complete renovation, testing and
implementation  of critical  systems,  or  successful  execution of  contingency
plans, during the second half of 1999. There can be no assurance,  however, that
there  will  not be a  delay  in,  or  increased  costs  associated  with,  such
renovation, testing, implementation or execution, and the Company's inability to
successfully  and timely  complete  these  tasks  could have a material  adverse
effect on future results of operations or financial condition.

Products

     To address and minimize the anticipated  impact of both the Year 2000 issue
and the WNRO issue upon the Company's products,  the Company continues to assess
the anticipated impact these issues may have on the performance of its products,
and resolve various of its current products' related  performance  problems.  In
addition,  the  Company  has  adopted  a formal  Year  2000 and GPS Week  Number
Rollover Policy to:


o    Publish Year 2000 and WNRO related product performance information on the 
     Company's public web site;

o    Respond to individual customer inquiries regarding the anticipated 
     performance of particular Company products;

o    Furnish upgrades to customers whose Trimble products are upgradable; and

o    Provide information regarding available product alternatives to customers 
     with noncompliant products.

     Assessment of products,  resolution of certain products' Year 2000 and WNRO
performance problems, and implementation of the Company's Year 2000 and GPS Week
Number  Rollover  Policy,  are  ongoing,  and as to  many  Company  products  is
complete.

*    The Company does not anticipate that the Year 2000 and WNRO issues will
have a  material  adverse  effect  on sales of its  products.  The  Company  has
incurred,  and will continue to incur,  through 1999 and  thereafter,  increased
expenses  associated  with  Year  2000  and  WNRO  related  product  assessment,
resolution  of  certain  products'  Year  2000  and WNRO  performance  problems,
implementation  of the Company's Year 2000 and GPS Week Number Rollover  Policy,
and  fulfillment  of Year 2000 and WNRO  related  customer  support and warranty


                                       20

<PAGE>


obligations, in amounts that management believes has not had and will not have a
material  adverse  effect  on the  Company's  historical  or future  results  of
operations or financial condition.

Vendors and Suppliers

*    For its successful operation, the Company materially relies on goods and
services  purchased  from certain  vendors.  If these vendors fail to adequately
address the Year 2000 issue such that their  delivery  of goods and  services to
the Company is materially  impaired,  it could have a material adverse impact on
the Company's operations and financial results. The Company has sent a survey to
its  principal  vendors  to assess  the  effect the Year 2000 issue will have on
their ability to supply their goods and services without material  interruption,
and at this time the  Company  cannot  determine  or predict the outcome of this
effort.  The  Company  intends to develop  and  execute  contingency  plans with
respect to vendors who will not be Year 2000 ready in a timely manner where such
lack of readiness is expected to have a material adverse impact on the Company's
operations. However, because the Company cannot be certain that its vendors will
be able to supply goods and services without material interruption,  and because
the Company  cannot be certain that execution of its  contingency  plans will be
capable of  implementation or will result in a continuous and adequate supply of
such goods and  services,  the Company can give no assurance  that these matters
will not have a material  adverse  effect on the Company's  future  consolidated
financial position, results of operations, or cash flows.

Customers

*    The Company has material relationships with certain customers. If the
Company's  customers fail to achieve an adequate state of Year 2000 readiness in
their  own  operations,   or  if  their  Year  2000  readiness  efforts  consume
significant  resources,  their ability to purchase the Company's products may be
impaired.  This could  adversely  affect demand for the Company's  products and,
therefore, the Company's future revenues. The Company plans to assess the effect
the Year 2000  issue  will  have on its  principal  customers,  and at this time
cannot determine the impact it will have.

Related Costs to the Company

*    The Company currently expects that the total cost of Year 2000
remediation efforts will not exceed  approximately  $1,000,000.  The Company has
been and will be expensing these costs as incurred. The total cost estimate does
not include  potential costs related to any customer or other claims or the cost
of internal software and hardware replaced in the normal course of business. The
total cost estimate is based on the current  assessment of the projects,  and is
subject to change as the projects progress.

                                       21

<PAGE>

Overall Impact on the Company

*    At the present time and subject to the cost estimates above, management
does not believe that the Year 2000 and WNRO matters discussed above will have a
material adverse impact on the Company's  financial  condition or overall trends
in results of operation. However, it is uncertain to what extent the Company may
be affected by such matters and, therefore, there can be no assurance that these
matters  will  not  have a  material  adverse  effect  on the  Company's  future
consolidated financial position, results of operations, or cash flows.

Other Risk Factors

     The Company's revenues have historically tended to fluctuate on a quarterly
basis due to the timing of shipments of products under contracts and the sale of
licensing  rights.  A significant  portion of the Company's  quarterly  revenues
occurs from orders received and immediately shipped to customers in the last few
weeks and days of a quarter. If orders are not received, or if shipments were to
be  delayed  a few  days at the end of a  quarter,  the  operating  results  and
reported  earnings per share for that quarter could be  significantly  impacted.
Future revenues are difficult to predict, and projections are based primarily on
historical  models,  which are not necessarily  accurate  representations of the
future.

     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 two segments it  addresses.  Increases or decreases in revenues
have more than a proportional impact on net income or losses.

*    During the third quarter of fiscal 1999 the Company will be transitioning
to  outsourced  manufacturing  for its  Sunnyvale  location.  The plans for this
transition are intended to be smooth with no disruption of customer service, but
no  assurances  can be given that the Company  will not incur  problems.  If the
transition  causes delays in the Company's  ability to meet customers needs this
could have a material  adverse  effect on the Company's  operating  results.(See
Note 10 to the Condensed Consolidated Financial Statements - Subsequent Event.)

     With the  selection  of an exclusive  manufacturing  partner the Company is
substantially  dependent  upon  a  sole  supplier  for  the  manufacture  of its
precision positioning, timing, mobile communication, and automotive products. In
addition,  the Company  relies on sole  suppliers  for a number of its  critical
Asics.  The dependence  upon these sole suppliers  subjects the Company to risks
associated  with an  interruption  of supply if the  Company is not able to find
alternative sources on a timely basis. There can be no assurance that any delay,
disruptions,  or quality problems resulting from the use of a sole supplier will
not have a material  adverse  effect on the  Company's  business  and results of
operations.

     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  currently  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

                                       22

<PAGE>


against litigation could become a significant expense of operations. Such events
could have a material adverse effect on the Company's revenues or profitability.
(See Note 9 to the Condensed  Consolidated Financial Statements - Contingencies:
Other Litigation.)

     The Company is continuously  evaluating  alliances and external investments
in technologies related to its business,  and has already entered into alliances
and made  relatively  small  strategic  investments  in a number of GPS  related
technology  companies.  Acquisitions  of companies,  divisions of companies,  or
products  and  alliances  and  strategic   investments  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;  (iii) loss of key
employees  of  acquired  operations;  and (iv)  inability  to recover  strategic
investments  in  development  stage  entities.  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 ability of the Company to maintain its competitive technological
position will depend,  in a large part, on its ability to attract,  motivate and
retain highly qualified  development and managerial  personnel.  Competition for
qualified employees in the Company's industry and location is intense, and there
can be no  assurance  that the  Company  will be able to attract,  motivate  and
retain enough qualified employees necessary for the future continued development
of the Company's business and products.

     The Company  has certain  products  that are  subject to  governmental  and
similar  certifications  before they can be sold. For example, FAA certification
is required for all aviation  products.  Also,  the Company's  products that use
integrated  radio  communication   technology  require  an  end-user  to  obtain
licensing from the Federal  Communications  Commission (FCC) for  frequency-band
usage.  During the fourth  quarter of 1998,  the FCC  temporarily  suspended the
issuance of licenses for certain of the Company's  Real-time  Kinematic products
because of interference  with certain other users of similar radio  frequencies.
An  inability or delay in obtaining  such  certifications  or FCC's delays could
have an adverse effect on the Company's operating results.

     The  Company's GPS  technology  is dependent on the use of radio  frequency
spectrum.   The  assignment  of  spectrum  is  controlled  by  an  international
organization known as, the International Telecommunications Union (ITU). Any ITU
reallocation of radio frequency spectrum,  including frequency band segmentation
or sharing of spectrum,  may  materially  and  adversely  affect the utility and
reliability of the Company's  products,  which would,  intern,  cause a material
adverse effect on the Company's operating results.  In addition,  emissions from
mobile  satellite  service and other equipment  operating in adjacent  frequency
bands may  materially  and adversely  affect the utility and  reliability of the
Company's  products,  which  could  result in a material  adverse  effect on the
Company's operating results.

     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.  The
satellites  have  design  lives of 7.5  years and are  subject  to damage by the
hostile  space  environment  in which  they  operate.  The  array of  satellites
consists of 27 of which the oldest  satellite has been in orbit for 20 years and
the  youngest  satellite  has been in orbit for 4 years.  To repair  damaged  or
malfunctioning   satellites  is  currently  not  economically   feasible.  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


                                       23

<PAGE>

committed to the operation and  maintenance of GPS satellites over a long period
of time, or that the policies of the U.S.  government for the use of GPS without
charge will remain unchanged. However, in 1996 the U.S. Administration announced
the  first  comprehensive  national  policy  statement  on  GPS,  known  as  the
Presidential  Decision  Directive,  which  confirms  civilian,  commercial,  and
consumer  access to the use of GPS free of direct user fees.  The U.S.  Congress
provided  a  statutory  foundation  for  this  access  in the  National  Defense
Authorization Act for fiscal year 1998.  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 in the future. 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.  In 1995, certain
European government organizations expressed concern regarding the susceptibility
of GPS equipment to intentional or inadvertent signal interference. Such similar
concern  could  translate  into  reduced  demand  for GPS  products  in  certain
geographic regions in the future.


I
tem 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

     The  following is a  discussion  of the  Company's  exposure to market risk
related to changes in interest rates and foreign  currency  exchange rates.  The
Company uses certain derivative financial instruments to manage these risks. The
Company does not use derivative financial instruments for speculative or trading
purposes.  All financial  instruments are used in accordance with board-approved
polices.

Market Interest Rate Risk

     Short-term  Investments  Owned  by the  Company.  As of July 2,  1999,  the
Company  had  short-term   investments  of  $23.6  million.   These   short-term
investments consist of highly liquid investments with original maturities at the
date of purchase between three and twelve months.  These investments are subject
to  interest  rate  risk and will  decrease  in value if market  interest  rates
increase.  A  hypothetical  10 percent  increase in market  interest  rates from
levels  at July  2,  1999  would  cause  the  fair  value  of  these  short-term
investments  to decline by an  immaterial  amount.  Because  the Company has the
ability to hold these  investments  until  maturity the Company would not expect
the value of these  investments to be affected to any significant  degree by the
effect of a sudden change in market interest  rates.  Declines in interest rates
over time will, however, reduce the Company's interest income.

     Outstanding  Debt of the  Company.  As of July 2,  1999,  the  Company  had
outstanding  long-term  debt of  approximately  $30.0  million  of  subordinated
promissory  notes at a fixed  interest rate of 10 percent.  The interest rate of
this instrument is fixed.  However,  a hypothetical  10 percent  decrease in the
interest  rates would not have a material  impact on the  Company.  Increases in
interest rates could, however,  increase interest expense associated with future
borrowings of the Company,  if any. The Company does not currently hedge against
interest rate increases.

Foreign Currency Exchange Rate Risk

     The Company hedges risks associated with foreign  currency  transactions in
order to minimize the impact of changes in foreign  currency  exchange  rates on
earnings. The Company utilizes forward contracts to hedge trade and intercompany
receivables and payables. These contracts reduce the exposure to fluctuations in
exchange  rate  movements,  as the  gains and  losses  associated  with  foreign
currency  balances are  generally  offset with the gains and losses on the hedge
contracts.  All hedge  instruments  are marked to market through  earnings every
period.

                                       24

<PAGE>

*    The Company does not anticipate any material adverse effect on its
consolidated financial position utilizing the current hedging strategy.

     All contracts  have a maturity of less than one year,  and the Company does
not defer any gains and losses,  as they are all accounted for through  earnings
every period.

     The  following  table  provides  information  about the  Company's  foreign
exchange forward contracts outstanding:

                               Foreign           Contract Value      Fair Value
                 Buy/       Currency Amount           USD              in USD
  Currency       Sell       (in thousands)       (in thousands)   (in thousands)
--------------- --------  ---------------------  ------------------ ------------
YEN              Sell             293,900            $ 2,554            $ 2,447
NZD              Buy                4,600            $ 2,522            $ 2,456
Euro             Sell               1,050            $ 1,097            $ 1,077
STERLING         Buy                1,000            $ 1,605            $ 1,580


     The hypothetical  changes and assumptions made above will be different from
what  actually  occurs  in the  future.  Furthermore,  the  computations  do not
anticipate  actions that may be taken by the  Company's  management,  should the
hypothetical  market  changes  actually  occur  over time.  As a result,  actual
earnings effects in the future will differ from those quantified above.


                                       25

<PAGE>


PART II. OTHER INFORMATION


Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company's  1999 annual meeting of  shareholders  was held at the Westin
Hotel in Santa  Clara,  located  at 5101 Great  America  Parkway,  Santa  Clara,
California 95054 in the Magnolia Room, on Wednesday,  June 2, 1999, at 1:00 p.m.
local time.

     At the annual shareholder  meeting,  an election of directors was held with
the following individuals being elected to the Company's Board of Directors.


                                                    Vote
                                  -----------------------------------------
                                          For                 Withheld

Steven W. Berglund                     19,150,980             610,037
Robert S. Cooper                       16,698,377           3,062,640
John B. Goodrich                       16,683,621           3,077,396
William Hart                           18,025,068           1,735,949
Norman Y. Mineta                       19,101,810             659,207
Bradford W. Parkinson                  17,440,460           2,320,557


     Other matters voted upon at the annual shareholder  meeting and the results
of the voting with respect to each such matter were as follows:

1.   To approve an increase of 1,200,000 shares in the number of shares of
Common Stock  reserved for issuance  under the Company's  1993 Stock Option Plan
from 3,800,000 shares to an aggregate of 5,000,000 shares  (10,152,549 in favor;
2,520,461 opposed; 66,448 abstentions; 7,021,559 broker non-votes).

2.   To approve an increase of 600,000 shares in the number of shares of
Common Stock  available for purchase by eligible  employees  under the Company's
1988  Employee  Stock  Purchase  Plan from  2,350,000  shares to an aggregate of
2,950,000 shares (11,329,140 in favor;  1,354,579 opposed;  55,739  abstentions;
7,021,559 broker non-votes).

3.   To ratify the appointment of Ernst & Young LLP as the independent
auditors of the Company for the  current  fiscal year ending  December  31, 1999
(19,513,165 in favor; 197,052 opposed; 197,052 abstentions; 0 broker non-votes).


Item 5.           OTHER INFORMATION

     On August 10, 1999,  the Company  signed an Asset  Purchase  Agreement with
Solectron  Corporation  and  Solectron  Federal  Systems,  Inc.   (collectively,
"Solectron"). The closing of the transaction occurred on August 13, 1999. At the
closing of the Asset Purchase  Agreement,  the Company  transferred to Solectron
substantially all of the Company's tangible  manufacturing assets located at the
Company's Sunnyvale,  California campus, including but not limited to equipment,
fixtures and work in progress,  and certain contract and other intangible assets
and rights, together with certain related obligations, including but not limited
to real property subleases covering the Company's manufacturing floor space, and
outstanding  purchase  order  commitments.   In  addition,  the  Asset  Purchase


                                       26

<PAGE>

Agreement also provides for Solectron's subsequent purchase, on August 30, 1999,
of all of Trimble's component inventory which was on hand as of August 13, 1999.

     Trimble  received  cash at the  closing  of the Asset  Purchase  Agreement,
representing  an  interim  estimate  of the  value of the  assets  purchased  by
Solectron,  excluding  inventory,  and  expects to receive  an  additional  cash
payment on August 30, 1999,  representing  an interim  estimate of the component
inventory to be sold to Solectron.

     The  final  purchase  price for all of the  Company's  assets to be sold to
Solectron,  including the component inventory, will be determined,  and the cash
payment  between  the  parties  will  be  adjusted,   based  upon  a  subsequent
determination of all such purchased assets actually on hand at Trimble as of the
date of closing of the Asset Purchase Agreement.  The Company estimates that the
final purchase price as so determined will be  approximately  $28 million.  Such
final  determination,  and the final purchase price, is expected to be finalized
by the end of the Company's third fiscal quarter. Upon such final determination,
the  Company  will  calculate  its  gain on the  transaction,  if any,  and will
recognize  any  such  gain  over  the  exclusive  life of the  Supply  Agreement
described below.

     Concurrently with the closing of the Asset Purchase Agreement,  the Company
and  Solectron  also  entered  into a Supply  Agreement.  The  Supply  Agreement
provides  for the  exclusive  manufacture  by  Solectron  of almost all  Trimble
products for a period of three years.

     Solectron will initially manufacture such Trimble products under the Supply
Agreement in the same Trimble  buildings in which such products were  previously
manufactured by Trimble,  and Trimble has sublet such space to Solectron as part
of this  transaction.  Solectron  has offered  employment to  approximately  230
Trimble  manufacturing,  engineering and related support personnel,  and Trimble
understands that substantially all such employees have accepted  employment with
Solectron.
     

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          A.       Exhibits
                      10.59   1993 Stock Option Plan, as amended

                      10.60   1988 Employee Stock Purchase Plan, as amended

                      27.1     Financial Data Schedule for the quarters ended
                              July 2, 1999 and July 3, 1998

          B.       Reports on Form 8-K

                      There were no reports on Form 8-K filed during the fiscal
                      quarter ended July 2, 1999.


                                       27

<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/ Mary Ellen Genovese                               
         Mary Ellen Genovese
         (Chief Financial Officer, Vice President Finance, and
         Corporate Controller)



DATE:  August 13, 1999


                                       28

<PAGE>






                                                                   EXHIBIT 10.59

                           TRIMBLE NAVIGATION LIMITED

                             1993 STOCK OPTION PLAN
                            (as amended June 2, 1999)

 1. 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.

 2. 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.
                   
          (b) "Board" shall mean the Committee,  if one has been  appointed,  or
the Board of Directors of the Company, if no Committee is appointed.

          (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (d)  "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.

          (e) "Common Stock" shall mean the Common Stock of the Company.

          (f)  "Company"  shall mean Trimble  Navigation  Limited,  a California
corporation.


          (g)  "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.

          (h)  "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.

          (i)  "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.

          (j)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended.

                                       29

<PAGE>

          (k) "Fair Market  Value"  means,  as of any date,  the value of Common
Stock determined as follows:

                           (i)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;

                           (ii)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;

                           (iii)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.

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

          (m)  "Nonstatutory  Stock Option" shall mean an Option not intended to
qualify as an Incentive Stock Option.

          (n) "Option" shall mean a stock option granted pursuant to the Plan.

          (o) "Optioned Stock" shall mean the Common Stock subject to an Option.

          (p)  "Optionee"  shall mean an Employee or Consultant  who receives an
Option.

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

          (r) "Plan" shall mean this 1993 Stock Option Plan.

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

 3. 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  5,000,000  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


                                       30

<PAGE>


issued  under the Plan and later  repurchased  by the  Company  shall not become
available for future grant or sale under the Plan.

 4. Administration of the Plan.

          (a)     Procedure.

                           (i)Multiple Administrative Bodies. The Plan may be 
administered by different Committees with respect to different groups of 
Employeesand Consultants.

                           (ii)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.

                           (iii)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.

          (b) 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:

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

                           (ii)to select the officers, Consultants and Employees
to whom Options may from time to time be granted hereunder;

                           (iii)to determine whether and to what extent Options 
are granted hereunder;

                           (iv)to determine the number of shares of Common Stock
to be covered by each such award granted hereunder;

                           (v)to approve forms of agreement for use under the 
Plan;

                           (vi)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);

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

                           (viii) 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);

                                       31

<PAGE>

                           (ix)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

          (c) 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.

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

                         (i) No employee shall be granted,  in any fiscal year 
of the Company,  Options under the Plan to purchase more than 150,000 Shares,   
provided that the Company may make an additional  one-time  grant of up to 
250,000 Shares to newly-hired Employees.

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

                         (iii) 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.

 5.       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.

          (b) 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.

          (c) 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.

          (d) 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.

 6. 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.

 7. 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


                                       32

<PAGE>


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.

 8.       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:

                            (i)In the case of an Incentive Stock Option

                             (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.

                             (B)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.

                           (ii)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.

          (b) 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.

 9. 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


                                       33

<PAGE>


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.

                  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.

          (b)  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.

          (c) 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.

          (d) Death of Optionee. In the event of the death of an Optionee:

                           (i)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


                                       34

<PAGE>

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

                           (ii)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.

          (e) 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.

 10. 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.

 11.  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.
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.


                                       35

<PAGE>


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.

 12. 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.

 13. 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.

 14. 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
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.

          (b)  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.

 15. 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.

                                       36

<PAGE>

 16. 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.

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

 18. 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.


                                       37

<PAGE>



   
                                                                   EXHIBIT 10.60
                               TRIMBLE NAVIGATION

                        1988 EMPLOYEE STOCK PURCHASE PLAN
                            (as amended June 2, 1999)


         The following  constitute the provisions of the Employee Stock Purchase
Plan of Trimble Navigation.

         1.  Purpose.  The  purpose of the Plan is to provide  employees  of the
Company and its Designated  Subsidiaries  with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an  "Employee  Stock  Purchase  Plan"
under  Section  423 of the  Internal  Revenue  Code of  1986,  as  amended.  The
provisions  of the Plan shall,  accordingly,  be  construed  so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2.       Definitions.

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Code"  shall mean the Internal  Revenue Code of 1986,  as
                       amended.

                  (c) "Common Stock" shall mean the Common Stock of the Company.

                  (d) "Company" shall mean Trimble Navigation.

                  (e) "Compensation"  shall mean all regular straight time gross
earnings, commissions,  incentive bonuses, overtime, shift premium, lead pay and
other similar compensation, but excluding automobile allowances,  relocation and
other non-cash  compensation.
  Notwithstanding  the foregoing,  the Employee may
elect to exclude bonuses from the calculation of compensation.

                  (f) "Continuous  Status as an Employee" shall mean the absence
of any interruption or termination of service as an Employee.  Continuous Status
as an Employee  shall not be  considered  interrupted  in the case of a leave of
absence  agreed to in writing by 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.

                  (g)  "Designated  Subsidiaries"  shall  mean the  Subsidiaries
which have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                  (h)  "Employee"  shall mean any person,  including an officer,
whose  customary  employment  with the Company is at least twenty (20) hours per
week by the Company or one of its Designated Subsidiaries and more than five (5)
months in any calendar year.

                  (i)  "Enrollment  Date"  shall  mean  the  first  day of  each
Offering Period.

                                       38

<PAGE>

                  (j)  "Exercise  Date" shall mean the last day of each Offering
Period.

                  (k) "Offering  Period" shall mean,  except with respect to the
first  Offering  Period as described  herein,  a period of six (6) months during
which  an  option  granted  pursuant  to the Plan may be  exercised.  The  first
Offering Period shall commence August 15, 1988, and end December 31, 1988.

                  (l)      "Plan"  shall mean this Employee Stock Purchase Plan.

                  (m)  "Subsidiary"  shall  mean  a  corporation,   domestic  or
foreign, of which not less than 50% of the voting shares are held by the Company
or a  Subsidiary,  whether or not such  corporation  now exists or is  hereafter
organized or acquired by the Company or a Subsidiary.

         3.       Eligibility.

                  (a) Any  Employee  as  defined  in  paragraph  2 who has  been
continuously employed by the Company for at least two (2) consecutive months and
who  shall be  employed  by the  Company  on a given  Enrollment  Date  shall be
eligible to participate in the Plan. However, notwithstanding the foregoing, for
purposes of the first Offering Period only, any Employee  defined in paragraph 2
who was  employed  by the  Company  as of August 9, 1988  shall be  eligible  to
participate in the Plan.

                  (b)   Any   provisions   of   the   Plan   to   the   contrary
notwithstanding,  no Employee  shall be granted an option under the Plan (i) if,
immediately  after the grant,  such  Employee  (or any other  person whose stock
would be  attributed to such  Employee  pursuant to Section  425(d) of the Code)
would own stock and/or hold  outstanding  options to purchase  stock  possessing
five  percent  (5%) or more of the total  combined  voting power or value of all
classes of stock of the Company or of any  subsidiary  of the  Company,  or (ii)
which  permits his or her rights to  purchase  stock  under all  employee  stock
purchase  plans of the  Company and its  subsidiaries  to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the
fair market  value of the shares at the time such  option is  granted)  for each
calendar year in which such option is outstanding at any time.

         4.  Offering  Periods.  The Plan shall be  implemented  by  consecutive
Offering Periods with a new Offering Period commencing on or about January 1 and
July 1 of each year;  provided,  however,  that the first Offering  Period shall
commence on or about August 15, 1988. The Plan shall continue  thereafter  until
terminated in accordance  with paragraph 19 hereof.  Subject to the  shareholder
approval  requirements  of  paragraph  19, the Board of Directors of the Company
shall have the power to change the duration of Offering  Periods with respect to
future  offerings  without  shareholder  approval if such change is announced at
least fifteen (15) days prior to the scheduled  beginning of the first  Offering
Period to be affected.

         5.       Participation.

                  (a) An eligible  Employee may become a participant in the Plan
by completing a subscription  agreement  authorizing  payroll  deductions in the
form of Exhibit A to this Plan and filing it with the Company's  payroll  office
at least five (5) business days prior to the applicable  Enrollment Date, unless
a later time for filing the  subscription  agreement is set by the Board for all
eligible Employees with respect to a given Offering Period.

                  (b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering  Period to which such  authorization  is applicable,  unless sooner
terminated by the participant as provided in paragraph 10.

                                       39

<PAGE>

         6.       Payroll Deductions.

                  (a) At the time a  participant  files his or her  subscription
agreement,  he or she shall elect to have payroll deductions made on each payday
during the Offering  Period in an amount not  exceeding ten percent (10%) of the
Compensation  which he receives on each payday during the Offering  Period,  and
the aggregate of such payroll  deductions  during the Offering  Period shall not
exceed ten percent (10%) of the participant's aggregate Compensation during said
Offering Period.

                  (b) All payroll  deductions  made for a  participant  shall be
credited to his or her account  under the Plan. A  participant  may not make any
additional payments into such account.

                  (c) A participant may discontinue his or her  participation in
the Plan as provided in paragraph  10, or may decrease,  but not  increase,  the
rate of his or her payroll  deductions  during the Offering  Period  (within the
limitations  of Section  6(a)) by  completing  or filing  with the Company a new
subscription  agreement  authorizing  a change in payroll  deduction  rate.  The
change in rate shall be effective with the first full payroll  period  following
five (5)  business  days after the  Company's  receipt  of the new  subscription
agreement.  A  participant's  subscription  agreement shall remain in effect for
successive  Offering  Periods unless revised as provided herein or terminated as
provided in paragraph 10.

                  (d) Notwithstanding the foregoing,  to the extent necessary to
comply  with  Section  423(b)(8)  of the  Code  and  paragraph  3(b)  herein,  a
participant's  payroll deductions may be decreased to 0% at such time during any
Offering Period which is scheduled to end during the current  calendar year (the
"Current  Offering  Period") that the aggregate of all payroll  deductions which
were previously used to purchase stock under the Plan in a prior Offering Period
which ended during that  calendar year plus all payroll  deductions  accumulated
with respect to the Current  Offering Period equal $21,250.  Payroll  deductions
shall  recommence  at the  rate  provided  in  such  participant's  subscription
agreement at the  beginning of the first  Offering  Period which is scheduled to
end in the following  calendar  year,  unless  terminated by the  participant as
provided in paragraph 10.

         7.       Grant of Option.

                  (a) On the  Enrollment  Date of  each  Offering  Period,  each
eligible  Employee  participating  in such  Offering  Period shall be granted an
option to purchase on each  Exercise  Date during such  Offering  Period up to a
number of shares of the  Company's  Common  Stock  determined  by dividing  such
Employee's  payroll  deductions  accumulated  prior  to such  Exercise  Date and
retained in the  Participant's  account as of the Exercise  Date by the lower of
(i)  eighty-five  percent  (85%)  of the  fair  market  value  of a share of the
Company's Common Stock on the Enrollment Date or (ii) eighty-five  percent (85%)
of the  fair  market  value  of a share  of the  Company's  Common  Stock on the
Exercise  Date;  provided  that in no event shall an Employee  be  permitted  to
purchase during each Offering Period more than a number of shares  determined by
dividing  $12,500 by the fair market  value of a share of the  Company's  Common
Stock on the Enrollment  Date, and provided  further that such purchase shall be
subject to the limitations set forth in Section 3(b) and 12 hereof.  Exercise of
the option  shall occur as provided  in Section 8,  unless the  participant  has
withdrawn  pursuant  to  Section  10,  and  shall  expire on the last day of the
Offering  Period.  Fair market  value of a share of the  Company's  Common Stock
shall be determined as provided in Section 7(b) herein.

                  (b) The  option  price per share of the  shares  offered  in a
given Offering Period shall be the lower of: (i) 85% of the fair market value of
a share of the Common Stock of the Company on the  Enrollment  Date; or (ii) 85%
of the fair  market  value of a share of the Common  Stock of the Company on the
Exercise  Date.  The fair market value of the Company's  Common Stock on a given


                                       40

<PAGE>

date shall be determined by the Board in its discretion; provided, however, that
where there is a public market for the Common  Stock,  the fair market value per
share shall be the closing  price of the Common Stock for such date, as reported
by the NASDAQ  National  Market  System,  or, in the event the  Common  Stock is
listed on a stock exchange, the fair market value per share shall be the closing
price on such exchange on such date, as reported in the Wall Street Journal.

         8. Exercise of Option.  Unless a participant withdraws from the Plan as
provided in  paragraph  10 below,  his or her option for the  purchase of shares
will be exercised  automatically on the Exercise Date, and the maximum number of
full shares  subject to option shall be purchased  for such  participant  at the
applicable  option price with the accumulated  payroll  deductions in his or her
account.  No  fractional  shares will be  purchased  and any payroll  deductions

accumulated  in a  participant's  account which are not used to purchase  shares
shall remain in the  participant's  account for the subsequent  Offering Period,
subject  to an  earlier  withdrawal  as  provided  in  paragraph  10.  During  a
participant's  lifetime,  a participant's option to purchase shares hereunder is
exercisable only by him or her.

         9.  Delivery.  Unless a  participant  makes an  election  to delay  the
issuance  of  Certificate   representing   purchased   shares,  as  promptly  as
practicable  after each Exercise Date on which a purchase of shares occurs,  the
Company shall arrange the delivery to each  participant,  as  appropriate,  of a
certificate  representing  the  shares  purchased  upon  exercise  of his or her
option.  A  participant  may make an  election  to delay the  issuance  of stock
certificates  representing  shares  purchased  under the Plan by giving  written
notice to the  Company  the form of  Exhibit D to this Plan.  Any such  election
shall  remain in effect until it is revoked by the  participant  or, if earlier,
upon the termination of the participant's  Continuous Status as an Employee. The
Company may limit the time or times  during which  participants  may revoke such
elections,  except that a participant shall automatically  receive a certificate
as soon as practicable  following termination of his or her Continuous Status as
an Employee and that participants  shall be given the opportunity to revoke such
elections at least once each calendar year.

         10.      Withdrawal; Termination of Employment.

                  (a) A  participant  may withdraw all but not less than all the
payroll  deductions  credited to his or her account and not yet used to exercise
his or her  option  under the Plan at any time by giving  written  notice to the
Company in the form of Exhibit B to this Plan. All of the participant's  payroll
deductions  credited  to his or her  account  will be  paid to such  participant
promptly after receipt of notice of withdrawal and such participant's option for
the Offering  Period will be  automatically  terminated,  and no further payroll
deductions  for the purchase of shares will be made during the Offering  Period.
If a participant withdraws from an Offering Period,  payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.

                  (b) Upon termination of the participant's Continuous Status as
an Employee prior to the Exercise Date for any reason,  including  retirement or
death, the payroll deductions credited to such participant's  account during the
Offering Period but not yet used to exercise the option will be returned to such
participant  or,  in the case of his or her  death,  to the  person  or  persons
entitled  thereto  under  paragraph  14, and such  participant's  option will be
automatically terminated.

                  (c) In the event an  Employee  fails to  remain in  Continuous
Status as an Employee  of the  Company  for at least  twenty (20) hours per week
during an Offering Period in which the Employee is a participant, he or she will
be deemed to have elected to withdraw  from the Plan and the payroll  deductions
credited to his or her account  will be  returned to such  participant  and such
participant's option terminated.

                                       41

<PAGE>

                  (d) A  participant's  withdrawal  from an Offering Period will
not have any effect upon his or her  eligibility  to  participate in any similar
plan which may  hereafter  be adopted by the Company or in  succeeding  Offering
Periods which commence after the  termination of the Offering  Period from which
the participant withdraws.

         11. Interest.  No interest shall accrue on the payroll  deductions of a
participant in the Plan.

         12.      Stock.

                  (a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be 2,950,000 shares,
subject to adjustment upon changes in  capitalization of the Company as provided
in paragraph  18. If on a given  Exercise Date the number of shares with respect
to which options are to be exercised exceeds the number of shares then available

under the Plan,  the  Company  shall  make a pro rata  allocation  of the shares
remaining  available for purchase in as uniform a manner as shall be practicable
and as it shall determine to be equitable.

                  (b) The  participant  will have no interest or voting right in
shares covered by his option until such option has been exercised.

                  (c) Shares to be  delivered  to a  participant  under the Plan
will  be  registered  in the  name  of the  participant  or in the  name  of the
participant and his or her spouse.

         13. Administration.  The Plan shall be administered by the Board of the
Company  or a  committee  of members of the Board  appointed  by the Board.  The
administration,  interpretation  or  application of the Plan by the Board or its
committee shall be final, conclusive and binding upon all participants.  Members
of the Board who are eligible  Employees  are  permitted to  participate  in the
Plan.

         14.      Designation of Beneficiary.

                  (a)  A  participant  may  file  a  written  designation  of  a
beneficiary   who  is  to  receive  any  shares  and  cash,  if  any,  from  the
participant's  account under the Plan in the event of such  participant's  death
subsequent  to an Exercise  Date on which the option is  exercised  but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written  designation of a beneficiary who is to receive any cash from
the  participant's  account  under the Plan in the  event of such  participant's
death prior to exercise of the option.

                  (b) Such  designation  of  beneficiary  may be  changed by the
participant  at any time by  written  notice.  In the  event  of the  death of a
participant  and in the absence of a beneficiary  validly  designated  under the
Plan who is living at the time of such  participant's  death,  the Company shall
deliver such shares and/or cash to the executor or  administrator  of the estate
of the participant,  or if no such executor or administrator  has been appointed
(to the knowledge of the Company),  the Company, in its discretion,  may deliver
such  shares  and/or  cash to the  spouse  or to any one or more  dependents  or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         15.   Transferability.   Neither  payroll  deductions   credited  to  a
participant's account nor any rights with regard to the exercise of an option or
to  receive  shares  under the Plan may be  assigned,  transferred,  pledged  or


                                       42

<PAGE>

otherwise  disposed of in any way (other  than by will,  the laws of descent and
distribution or as provided in paragraph 14 hereof) by the participant. Any such
attempt at assignment,  transfer,  pledge or other  disposition shall be without
effect,  except  that the  Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with paragraph 10.

         16.  Use of  Funds.  All  payroll  deductions  received  or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         17.   Reports.   Individual   accounts  will  be  maintained  for  each
participant  in the Plan.  Statements of account will be given to  participating
Employees  semi-annually  promptly following the Exercise Date, which statements
will set forth the amounts of payroll deductions,  the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.

         18. Adjustments Upon Changes in Capitalization. Subject to any required
action by the shareholders of the Company,  the number of shares of Common Stock
covered by each option under the Plan which has not yet been  exercised  and the
number of shares of Common Stock which have been  authorized  for issuance under
the  Plan  but  have  not  yet  been  placed  under  option  (collectively,  the
"Reserves"),  as well as the price per share of  Common  Stock  covered  by each

option under the Plan which has not yet been exercised, 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 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.
Except as expressly  provided herein, no issue 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 Offering Period will terminate immediately prior to the consummation of such
proposed  action,  unless  otherwise  provided  by the Board.  In the event of a
proposed sale of all or substantially  all of the assets of the Company,  or the
merger of the Company with or into  another  corporation,  any Purchase  Periods
then in progress  shall be shortened  by setting a new  Exercise  Date (the "New
Exercise  Date") and any Offering  Periods then in progress shall end on the New
Exercise  Date.  The New Exercise Date shall be before the date of the Company's
proposed sale or merger. The Board shall notify each participant in writing,  at
least ten (10) business days prior to the New Exercise  Date,  that the Exercise
Date for the participant's  option has been changed to the New Exercise Date and
that the  participant's  option  shall  be  exercised  automatically  on the New
Exercise Date,  unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof.

         19. Amendment or Termination. The Board of Directors of the Company may
at any time and for any reason  terminate or amend the Plan.  Except as provided
in paragraph 18, no such  termination  can affect  options  previously  granted,
provided that an Offering  Period may be terminated by the Board of Directors on
any Exercise Date if the Board determines that the termination of the Plan is in
the best  interests of the Company and its  shareholders.  Except as provided in
paragraph 18, no amendment may make any change in any option theretofore granted
which  adversely  affects the rights of any  participant.  In  addition,  to the
extent  necessary to comply with Section 423 of the Code (or any successor  rule
or provision  or any other  applicable  law or  regulation),  the Company  shall
obtain  shareholder  approval  in  such a  manner  and to  such a  degree  as so
required.

                                       43

<PAGE>

         20. Notices.  All notices or other  communications  by a participant to
the Company  under or in  connection  with the Plan shall be deemed to have been
duly given when  received in the form  specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21. Shareholder  Approval.  Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve months before or after
the date the Plan is adopted. Such shareholder approval shall be obtained in the
manner  and degree  required  under the  applicable  state and  federal  tax and
securities laws.

         22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  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 applicable provisions of law.

         23. 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 paragraph 21. It shall  continue in
effect for a term of twenty (20) years unless sooner  terminated under paragraph
19.


                                       44

<PAGE>


                                    EXHIBIT A

                               TRIMBLE NAVIGATION

                          EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT



_____ Original Application                         Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)


1.       _________________________hereby  elects to  participate  in the Trimble
         Navigation  Employee  Stock  Purchase  Plan  (the  "Stock  Purchase 
         Plan")  and subscribes to purchase  shares of the Company's  Common 
         Stock in accordance with this Subscription Agreement and the Stock 
         Purchase Plan.

2.       I hereby authorize payroll  deductions from each paycheck in the amount
         of ____% of my  Compensation  on each payday (not to exceed 10%) during
         the Offering Period in accordance with the Stock Purchase Plan.

         ________ Include bonuses as part of Compensation subject to payroll 
         deduction.
         ________Exclude bonuses from Compensation subject to payroll deduction.

3.       I understand that said payroll  deductions shall be accumulated for the
         purchase of shares of Common  Stock at the  applicable  purchase  price
         determined in  accordance  with the Stock  Purchase  Plan. I understand
         that if I do not  withdraw  from an Offering  Period,  any  accumulated
         payroll deductions will be used to automatically exercise my option.

4.       I have  received a copy of the complete  "Trimble  Navigation  Employee
         Stock Purchase Plan." I understand that my  participation  in the Stock
         Purchase  Plan is in all  respects  subject to the terms of the Plan. I
         understand  that the grant of the  option  by the  Company  under  this
         Subscription  Agreement is subject to obtaining shareholder approval of
         the Stock Purchase Plan.

5.       Shares purchased for me under the Stock Purchase Plan should be issued
         in the name(s) of:________________________________________
       
6.       I  understand that if I dispose of any shares received by me  pursuant
         to the Plan  within 2 years  after the Enrollment Date (the first day
         of the Offering Period during which I purchased such shares), I will be
         treated for federal income tax purposes as having received  ordinary  
         income at the time of such disposition in an amount equal to the excess
         of the fair market  value of the shares at the time such shares  were 
         delivered  to me over the price which I paid for the shares.  I hereby
         agree to notify the Company in writing within 30 days after the date of
         any such  disposition.  However,  if I dispose of such  shares at any 
         time after the  expiration  of the 2-year  holding
         period,  I understand  that I will be treated for federal income tax 
         purposes as having received income only at the time of such 
         disposition, and that such income will be taxed as ordinary income only
         to the extent of an amount equal to the lesser of (1) the excess of the
         fair market value of the shares at the time of such  disposition  over
         the purchase price which I paid for the shares under the option, or (2)
         the excess of the fair market value of the shares over the option 
         

                                       45

<PAGE>

         price, measured as if the option had been  exercised on the  Enrollment
         Date. The remainder of the gain, if any, recognized on such disposition
         will be taxed as capital gain.

7.       I hereby agree to be bound by the terms of the Stock Purchase Plan. The
         effectiveness  of this  Subscription  Agreement  is  dependent  upon my
         eligibility to participate in the Stock Purchase Plan.

8.       In the  event of my  death,  I hereby  designate  the  following  as my
         beneficiary(ies)  to receive all  payments  and shares due me under the
         Stock Purchase Plan:



                         --------------------------------------------------
NAME:  (Please print)    (First)         (Middle)               (Last)


--------------------------------             ------------------------------ 
Relationship

                                             ------------------------------
                                              (Address)

                         --------------------------------------------------
NAME:  (Please print)    (First)         (Middle)               (Last)


-------------------------------              -----------------------------
Relationship

                                             ----------------------------
                                              (Address)

Employee's Social
Security Number:                             ----------------------------


Employee's Address:                          ----------------------------
                                             
                                             ----------------------------

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


I UNDERSTAND THAT THIS SUBSCRIPTION  AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated: _____________________                    _____________________________
                                                Signature of Employee


                                       46

<PAGE>

                                    EXHIBIT B

                               TRIMBLE NAVIGATION


                          EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL



         The  undersigned  participant  in the  Offering  Period of the  Trimble
Navigation Employee Stock Purchase Plan which began on ____________, 19____ (the
"Enrollment  Date") hereby notifies the Company that he or she hereby  withdraws
from the  Offering  Period.  He or she hereby  directs the Company to pay to the
undersigned as promptly as possible all the payroll  deductions  credited to his
or her account with respect to such Offering Period. The undersigned understands
and agrees that his or her option for such Offering Period will be automatically
terminated.   The  undersigned  understands  further  that  no  further  payroll
deductions  will be made for the  purchase  of  shares in the  current  Offering
Period and the  undersigned  shall be  eligible  to  participate  in  succeeding
Offering Periods only by delivering to the Company a new Subscription Agreement.

                                        Name and Address of Participant

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

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

                                        -------------------------------
                                        
                                        Signature

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



                                        Date:__________________________


                                       47

<PAGE>


                                    EXHIBIT C

                               TRIMBLE NAVIGATION


                          EMPLOYEE STOCK PURCHASE PLAN

                       NOTICE TO RESUME PAYROLL DEDUCTIONS



         The  undersigned  participant  in the  Offering  Period of the  Trimble
Navigation  Employee  Stock Purchase Plan which began on  ______________,  19___
hereby notifies the Company to resume payroll  deductions for his or her account
at the  beginning of the next Exercise  Period  within such  Offering  Period in
accordance  with  the  terms  of  the  Subscription  Agreement  executed  by the
undersigned at the beginning of the Offering Period. The undersigned understands
that he or she may change the payroll deduction rate or the beneficiaries  named
in such Subscription Agreement by submitting a revised Subscription Agreement.


                                        Name and Address of Participant

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

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

                                        -------------------------------
                                        
                                        Signature

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



                                        Date:__________________________

                                                              



                                       48

<PAGE>



                                    EXHIBIT D

                               TRIMBLE NAVIGATION


                          EMPLOYEE STOCK PURCHASE PLAN

                         ELECTION/REVOCATION OF ELECTION
                          DELAY ISSUANCE OF CERTIFICATE


         The  undersigned  participant in the 1988 Trimble  Navigation  Employee
Stock Purchase Plan (the "Stock Purchase Plan"),  hereby elects to allow Trimble
Navigation  (the  "Company")  or its agent to delay  issuance  of a  certificate
representing  shares  purchased under the Plan in accordance with the provisions
of the Stock  Purchase  Plan.  This election  shall continue in effect until the
termination  of the  undersigned's  Continuous  Status as an  Employee  or until
revoked  pursuant to such Stock Purchase Plan. This election shall not otherwise
affect the participant's rights as a shareholder of the Company.

                                      -OR-

         ____________________  hereby revokes his or her prior election to allow
the  Company to delay  issuance  of a  certificate  pursuant to the terms of the
Stock  Purchase  Plan.  The Company shall deliver to  participant as promptly as
practicable a certificate representing all shares purchased thereby.


                                                             
                                        Name and Address of Participant

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

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

                                        -------------------------------
                                        
                                        Signature

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



                                        Date:__________________________

                                                     

                                       49

<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>                                            <C>
<PERIOD-TYPE>                                       6-MOS                                        6-MOS
<FISCAL-YEAR-END>                                   DEC-31-1999                            JAN-01-1999
<PERIOD-END>                                        JUL-02-1999                             JUL-3-1998

<CASH>                                                        41,180                            23,180
<SECURITIES>                                                  23,643                            43,492
<RECEIVABLES>                                                 38,953                            45,874
<ALLOWANCES>                                                       0                                 0
<INVENTORY>                                                   32,788                            51,709
<CURRENT-ASSETS>                                             139,707                           168,620
<PP&E>                                                        13,762                            19,198
<DEPRECIATION>                                                     0                                 0
<TOTAL-ASSETS>                                               162,576                           204,862
<CURRENT-LIABILITIES>                                         48,509                            37,314
<BONDS>                                                            0                                 0
<PREFERRED-MANDATORY>                                              0                                 0
<PREFERRED>                                                        0                                 0
<COMMON>                                                     124,149                           127,804
<OTHER-SE>                                                   (40,095)                            7,824
<TOTAL-LIABILITY-AND-EQUITY>                                 162,576                           204,862
<SALES>                                                      139,609                           147,697
<TOTAL-REVENUES>                                             139,609                           147,697
<CGS>                                                         66,431                            73,112
<TOTAL-COSTS>                                                 66,431                            73,112
<OTHER-EXPENSES>                                              63,880                            68,608
<LOSS-PROVISION>                                                   0                                 0
<INTEREST-EXPENSE>                                             1,701                             1,704
<INCOME-PRETAX>                                                9,024                             6,594
<INCOME-TAX>                                                   1,354                               700
<INCOME-CONTINUING>                                            7,670                             5,894
<DISCONTINUED>                                                     0                            (3,724)
<EXTRAORDINARY>                                                    0                                 0
<CHANGES>                                                          0                                 0
<NET-INCOME>                                                   7,670                             2,170
<EPS-BASIC>                                                   0.34                              0.10
<EPS-DILUTED>                                                   0.34                              0.09
        





</TABLE>