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

                                    FORM 10-Q

                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2000

                                       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 incorporation      (I.R.S Employer 
 or organization)                                   Employer Identification No.)

     645 North Mary Avenue, Sunnyvale, CA                      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 April 28, 2000, there were 22,985,724  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 -
                March 31, 2000 and December 31, 1999                       3

                Condensed Consolidated Statements of Operations -
                Three Months ended March 31, 2000 and April 2, 1999        4

                Condensed Consolidated Statements of Cash Flows -
                Three Months ended March 31, 2000 and April 2, 1999        5

                Notes to Condensed Consolidated Financial Statement        6-13


     Item 2.    Management's Discussion and Analysis of Financial 
                Condition and Results of Operations                       14-20


     Item 3.    Quantitative and Qualitative Disclosure of Market Risk    20-21


PART II. OTHER INFORMATION


     Item 6.    Exhibits and Reports on Form 8-K                          22

SIGNATURES                                                                23


                                       2

<PAGE>



   PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements

                           TRIMBLE NAVIGATION LIMITED
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                      March 31,     December 31,
                                                        2000           1999
   -----------------------------------------------------------------------------
   (In thousands)                                    (Unaudited)
    ASSETS
    Current assets:
        Cash and cash equivalents                       $ 56,157     $ 49,264
        Short term investments                            54,850       52,728
        Accounts and other receivable, net                40,257       36,005
        Inventories                                       16,233       16,435
        Other current assets                               4,215        4,510
                                                     ------------  -----------
        Total current assets                             171,712      158,942

        Net property and equipment                        11,980       12,333
        Intangible assets                                  1,113        1,238
        Deferred income taxes                                372          387
        Other assets                                       9,346        8,851
                                                     ------------  -----------
        Total assets                                   $ 194,523    $ 181,751
                                                     ============  ===========

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
        Current portion of long-term debt                $ 1,388      $ 1,388
        Accounts payable                                  11,904       11,710
        Accrued compensation and benefits                  7,808        7,011
        Accrued liabilities                               15,005       14,091
        Accrued liabilities related to disposal of
          General Aviation                                 1,570        2,212
        Accrued warranty expense                           5,869        5,786
        Income taxes payable                               3,230        2,983
        Deferred gain on sale of assets                    1,953        1,953
                                                     ------------  -----------
        Total current liabilities                         48,727       47,134
                                                     ------------  -----------

    Noncurrent portion of long-term debt and 
        other liabilities                                 30,677       30,566
    Noncurrent portion of gain on sale of assets           2,767        3,255
                                                     ------------   ----------
        Total liabilities                                 82,171       80,955
                                                     ------------   ----------

    Shareholders' equity:
        Common stock                                     130,048      126,962
        Accumulated deficit                              (16,413)     (25,125)
        Accumulated other comprehensive loss              (1,283)      (1,041)
                                                    -------------  -----------
        Total shareholders' equity                       112,352      100,796
                                                    -------------  -----------
        Total liabilities and shareholders' equity     $ 194,523    $ 181,751
                                                    =============  ===========

   See accompanying notes to condensed consolidated financial statements.


                                       3

<PAGE>

                           TRIMBLE NAVIGATION LIMITED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                         Three Months Ended
                                                     March 31,         April 2,
                                                       2000             1999
--------------------------------------------------------------------------------
(In thousands, except per share data)

 Total revenue                                      $ 65,140          $ 68,770
                                               --------------    --------------

 Operating expenses:
     Cost of sales                                    28,095            33,203
     Research and development                          8,877             8,507
     Sales and marketing                              12,646            13,304
     General and administrative                        6,300            10,023
                                               --------------    --------------
          Total operating expenses                    55,918            65,037
                                               --------------    --------------

 Operating income                                      9,222             3,733
                                               --------------    --------------

 Nonoperating income (expense):
     Interest income                                   1,481               691
     Interest and other expenses                      (1,053)             (817)
     Foreign exchange gain (loss) , net                   30               (61)
                                               --------------    --------------
                                                         458              (187)
                                               --------------    --------------

 Income before income taxes                            9,680             3,546

 Income tax provision                                    968               532
                                               --------------    --------------
 Net income                                          $ 8,712           $ 3,014
                                               ==============    ==============

                                               --------------    --------------
 Basic net income per share                           $ 0.38            $ 0.14
                                               ==============    ==============

 Shares used in calculating basic
      income (loss) per share                         22,849            22,262
                                               ==============    ==============

                                               --------------    --------------
 Diluted net income per share                         $ 0.35            $ 0.14
                                               ==============    ==============

 Shares used in calculating diluted
      income (loss) per share                         24,972            22,265
                                               ==============    ==============




See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>

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

                                                           Three Months Ended
                                                         March 31,    April 2,
                                                           2000         1999
--------------------------------------------------------------------------------
(In thousands)

 Net cash provided by operating activities                $ 7,734     $ 8,054
                                                        ----------   ---------

 Cash flow from investing activities:
       Purchase of short term investments                  (6,220)     (2,595)
       Maturities of short term investments                 4,098      10,250
       (Purchase)/sale of equity investments/loans           (525)          -
       Acquisition of property and equipment               (1,216)     (2,186)
       Capitalized patent expenditures                       (143)       (277)
                                                        ----------   ---------
         Net cash provided (used) in investing activities  (4,006)      5,192
                                                        ----------   ---------

 Cash flow from financing activities:
       Issuance of common stock                             3,086         165
       Repurchase of common stock                               -           -
       (Payment)/collections of notes receivable               48        (877)
       Proceeds from long-term debt and revolving
         credit facilities                                     31          28
                                                        ----------   ---------
         Net cash provided (used) by financing activities   3,165        (684)
                                                        ----------   ---------


 Net increase in cash and cash equivalents                  6,893      12,562

 Cash and cash equivalents -- beginning of period          49,264      40,865
                                                        ----------   ---------
 Cash and cash equivalents -- end of period              $ 56,157    $ 53,427
                                                        ==========   =========

 Supplemental disclosures of cash flow information:
       Cash paid during the period for:
         Interest                                           $ 788       $ 838
         Income taxes, net of refunds                       $ 640       $ (31)



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 months ended
March 31, 2000, and April 2, 1999,  which are presented in this Quarterly Report
on Form 10-Q are  unaudited.  The balance  sheet at December 31, 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  Trimble's  Annual  Report on Form 10-K for the year ended
December 31, 1999.

     Trimble has a 52-53 week fiscal year,  which ends on the Friday  nearest to
December  31, which for fiscal 2000 will be December  29,  2000.  The  Company's
fiscal year normally  consists of 52 weeks split into four equal  quarters of 13
weeks  each;  however,  due to the fact that there are not exactly 52 weeks in a
calendar year and that there is at least  slightly more than one  additional day
per calendar year, as compared to a 52-week fiscal year, the Company will have a
fiscal year composed of 53 weeks in certain fiscal years.

     In those  resulting  fiscal  years that have 53 weeks,  one  quarter of the
fiscal  year will have 14 weeks and the  Company  will  record an extra  week of
revenues, costs and related financial activity. Therefore, the financial results
of those fiscal years, and the associated  quarter,  having the extra week, will
not be exactly  comparable to the prior and subsequent 52-week fiscal years, and
the associated  quarters having only 13 weeks.  Thus, due to the inherent nature
of a 52-53 week fiscal year, the Company, analysts, shareholders,  investors and
others will have to make appropriate  adjustments to any analysis performed when
comparing the Company's  activities  and results in fiscal years that contain 53
weeks, to those that contain only the standard 52 weeks.  The next 53 weeek year
will be fiscal year 2002.

     The results of operations for the three months ended March 31, 2000 are not
necessarily  indicative  of the results that may be expected for the year ending
December 29, 2000.

NOTE 2 - Cash Equivalents and Short term investments:

     Trimble  considers all highly liquid  investments with an original maturity
of three months or less when purchased to be cash equivalents.  All other liquid
investments are classified as short-term investments. Trimble has classified all
its  short-term/marketable   investments  as  "available-for-sale"   securities.
Available-for-sale  securities  are carried at fair value,  with the  unrealized
holding gains and losses,  net of tax effects,  reported as a separate component
of shareholders'  equity.  Fair value is based on quoted market prices. The cost
of debt  securities  in this  classification  is adjusted  for  amortization  of
premiums and accretion of discounts to maturity.  Such amortization,  as well as
interest,  dividends, and realized gains and losses, is included in interest and
investment  income.  The  cost of  securities  sold  is  based  on the  specific
identification  method.  Trimble has  classified  all  investments as short-term
since it has the intent and ability to redeem them within the year.

     At March 31, 2000,  investments with scheduled  maturities  within one year
were $53.8  million  and for  maturities  between  one to three  years were $1.1
million. At December 31, 1999,  investments with scheduled maturities within one
year were $50.2 million and for maturities  between one to three years were $2.5
million.


                                       6

<PAGE>


NOTE 3 - Inventories:

     Inventories consist of the following:



                                 March 31,                  December 31,
                                    2000                        1999
------------------------------------------------------------------------------
(In thousands)

Raw materials                          $ 2,543                        $ 2,582
Work-in-process                          2,056                          2,232
Finished goods                          11,634                         11,621
                              -----------------        -----------------------
                                      $ 16,233                       $ 16,435
                              -----------------        -----------------------

NOTE 4 - Discontinued Operations:

     On October 2, 1998, Trimble adopted a plan to discontinue its General
Aviation division.  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.

     The original  estimated loss on the disposal of the discontinued  operation
in fiscal  1998 was $19.9  million,  but was  adjusted in March 1999 for certain
product lines that were retained (see further  discussion  below).  The adjusted
estimated  loss on the  disposal  is $20.3  million.  The  original  fiscal 1998
estimate  included a write-off of net assets of $12.7 million and a provision of
$7.2  million for costs of disposal,  including  severance  costs,  facility and
certain other  contractual  costs, and anticipated  operating losses through the
estimated  date of disposal.  The  adjusted  fiscal 1999  estimate  included the
write-off  of net assets of $12.7  million and a provision  of $7.6  million for
costs of  disposal,  including  severance  costs,  facility  and  certain  other
contractual  costs, and anticipated  operating losses through the estimated date
of disposal.

     On March 31,  1999,  Trimble made the  decision to retain  certain  product
lines  included  within the  General  Aviation  division  which were part of the
previously planned  discontinued  operation.  The basis of the decision was that
these  products  use common raw  materials  and labor  which are  necessary  for
Trimble'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.

     As of March 31, 2000,  Trimble has a remaining  provision of $1.6  million,
which  includes $0.6 million for the estimated  remaining  operating  losses for
service and warranty support and remaining severance costs, and $1.0 million for
facility and certain other contractual costs.

NOTE 5 - Restructuring Charge:

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

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

     The  activity in fiscal 2000,  1999 and 1998  related to the  restructuring
charges and the amounts  remaining at March 31, 2000 on the balance sheet are as
follows (in thousands):


                                       7

<PAGE>


<TABLE>
<CAPTION>

                                     Total
                                   charged to         Amounts paid/     Amounts paid/    Amounts paid/         Remaining in
                                   expense in          written off       written off      written off       accrued liabilites
                                  fiscal 1998        in fiscal 1998     in fiscal 1999    fiscal Q1 2000   as of March 31, 2000
                                 -------------- -------------------  ------------------- ---------------  ------------------------
<S>                               <C>                <C>                 <C>                <C>                     <C>  
Employee termination benefits      $ 2,864            $ (1,200)             $ (371)            $ -                   $ 1,293
Facility space reductions            1,061                   -              (1,053)           $ (5)                        3
ERP system abandonment               6,360              (4,895)             (1,465)            $ -                         -   
                                 -------------  -------------------  ------------------  --------------  ------------------------
     Subtotal                     $ 10,285            $ (6,095)           $ (2,889)           $ (5)                  $ 1,296
                                 ============== ===================  ==================  ==============  ========================

</TABLE>



NOTE 6 - Segment Information:

     Trimble  operates in a single industry segment as a leader in designing and
developing  innovative  products enabled by GPS technology.  We provide end-user
and Original  Equipment  Manufacture  solutions for diverse  applications in our
target markets. These applications include:

     o Architecture/Engineering/Construction   -   surveying,   mapping,   and
       construction  machine guidance control; 
     o Asset  Management and Tracking - fixed asset mapping and fleet management
       using mobile positioning;  
     o Agriculture - mapping, yield monitoring,  variable rate applications, and
       machine  guidance/control;   and 
     o GPS  Component  Technologies  - automotive  navigation,  timing  systems,
       commercial avionics, and military systems.

     To achieve distribution,  marketing,  production, and technology advantages
for our  targeted  markets we manage our  industry  segment  within two Business
Units:  the  Precision  Positioning  Group  (PPG)  and  the  Mobile  and  Timing
Technologies (MTT) Group.

     The  Precision   Positioning  Group  derives  its  revenue  from  precision
positioning  solutions for the architecture,  engineering,  construction,  asset
management,  and agriculture  markets.  These markets require  sub-centimeter to
meter  3D   positioning   accuracy   for   surveying,   mapping,   and   machine
guidance/control  applications. The Mobile and Timing Technologies Group derives
its revenues from automotive,  timing,  fleet management,  commercial  aviation,
military systems and from development of software  licenses and other rights for
the use of our GPS technology to third parties. Trimble evaluates these Business
Units'  performance  and  allocates  resources  based on  profit  and loss  from
operations before income taxes.

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

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

                                       8

<PAGE>


                                  ----------------------------------------------
                                               Three Months Ended
                                                 March 31, 2000
                                  ----------------------------------------------
                                                 (in thousands)
                                  ----------------------------------------------
                                       PPG            MTT            Total
                                  ----------------------------------------------
External net revenue                    $ 40,548       $ 24,592        $ 65,140
Operating profit before corporate
   allocations                            13,890          4,664          18,554
Corporate allocations (1)                 (5,808)        (2,579)         (8,387)
                                  ----------------------------------------------
Operating profit                         $ 8,082        $ 2,085        $ 10,167
Assets:
   Accounts recievable (2)              $ 33,931       $ 19,139        $ 53,070
    Inventory                              6,164          8,338          14,502


                                  ----------------------------------------------
                                               Three Months Ended
                                                 April 2, 1999
                                  ----------------------------------------------
                                                 (in thousands)
                                  ----------------------------------------------
                                       PPG            MTT            Total
                                  ----------------------------------------------
External net revenue                    $ 42,566       $ 26,204        $ 68,770
Operating profit before corporate
  allocations                             14,385          3,325          17,710
Corporate allocations (1)                 (6,186)        (2,491)         (8,677)
                                  ----------------------------------------------
Operating profit                         $ 8,199          $ 834         $ 9,033


                                  ----------------------------------------------
                                             Twelve Months Ended
                                              December 31, 1999
                                  ----------------------------------------------
                                                (in thousands)
                                  ----------------------------------------------
Assets:                               PPG            MTT            Total
                                  ----------------------------------------------
   Accounts recievable (2)           $ 29,205       $ 20,204        $ 49,409
    Inventory                           6,720          9,715          16,435


     
     
--------------------------------------------------------
     (1) For the fiscal  quarters  ended March 31,  2000 and April 2, 1999,  the
Company  determined the amount of corporate  allocations  charged to each of 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).

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


                                       9

<PAGE>


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

                                                  Three Months Ended
                                            March 31,              April 2,
Revenues:                                    2000                   1999
-------------------------------------------------------------------------------

Total for reportable markets                    $ 65,140              $ 68,770
                                      ===================    ==================

Operating profit:
--------------------------------------
Total for reportable markets                    $ 10,167               $ 9,033
Unallocated corporate expenses                      (945)               (5,300)
                                      -------------------    ------------------
     Income before income taxes                  $ 9,222               $ 3,733
                                      ===================    ==================

                                         Three Months         Twelve Months
                                            Ended                 Ended
                                          March 31,           December 31,
Assets:                                      2000                 1999
---------------------------------------------------------    ------------------
Accounts receivable total for 
  reportable markets                            $ 53,070              $ 49,409
Unallocated (1)                                  (12,813)              (13,404)
                                      -------------------    ------------------
   Total                                        $ 40,257              $ 36,005
                                      ===================    ==================

Inventory total for reportable markets          $ 14,502              $ 16,435
Common inventory (2)                               1,731                     -
                                      -------------------    ------------------
   Net inventory                                $ 16,233              $ 16,435
                                      ===================    ==================


----------------------------------------------------------------------
(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.


NOTE 7 - Comprehensive Income (Loss):

     The components of comprehensive income (loss), net of related tax include:

                                                            Three Months Ended
                                                          March 31,     April 2,
                                                            2000         1999
--------------------------------------------------------------------------------
(In thousands)

Net unrealized gain (loss) on short-term investments             64          (7)
Cummulative foreign currency translation adjustments           (306)       (113)
                                                       -------------  ----------
Accumulated other comprehensive income (loss)                $ (242)     $ (120)
                                                       =============  ==========



                                       10

<PAGE>


     Accumulated other comprehensive income (loss) on the condensed consolidated
balance sheets  consists of unrealized  gains on available for sale  investments
and foreign  currency  translation  adjustments.  The  components of accumulated
other comprehensive income (loss), net of related tax include:


                                                        March 31,   December 31,
                                                           2000         1999
------------------------------------------------------------------ -------------
(In thousands)

Net unrealized gains (loss) on short-term investments       $ 64         $ (142)
Cummulative foreign currency translation adjustments        (306)          (107)
                                                      -----------  -------------
Accumulated other comprehensive income (loss)             $ (242)        $ (249)
                                                      ===========  =============

NOTE 8 - 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 Trimble 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,  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.  Trimble  expects to adopt SFAS 133 as of the beginning of its fiscal year
2001. The effect of adopting the SFAS 133 is currently being  evaluated,  but is
not expected to have a material adverse effect on Trimble's  financial  position
or results of operations.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting  Bulletin (SAB) 101, "Revenue  Recognition in Financial  Statements,"
which  summarizes  the staff's  views  regarding  the  application  of generally
accepted  accounting  principles to selected revenue  recognition  issues and is
effective  April 1, 2000. The Company is currently  assessing the impact SAB 101
will have on the Company's results of operations.

                                       11

<PAGE>


NOTE 9 - Earnings Per Share:

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

                                                            Three Months Ended
                                                          March 31,     April 2,
                                                           2000            1999
--------------------------------------------------------------------------------
(In thousands, except per share amounts)

Numerator:
     Income available to common shareholders used in
        basic and diluted income per share                  $ 8,712     $ 3,014
                                                           =========   =========

Denominator:
      Weighted-average number of common
         shares used in calculating basic income per share   22,849      22,262

      Effect of dilutive securities:
           Common stock options                               1,882           3
           Common stock warrants                                241           -
                                                           ---------   ---------

      Weighted-average number of common
          shares and dilutive potential common shares
         used in calculating diluted income per share        24,972      22,265
                                                           =========   =========


 Basic income per share                                     $ 0.38      $ 0.14
                                                           ========   =========


 Diluted income per share                                   $ 0.35      $ 0.14
                                                           ========   =========


                                       12

<PAGE>

NOTE 10 - Contingencies:

     Pending Matters. 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.  Trimble and
SiRF are in the process of  finalizing  the details of a negotiated  settlement,
which includes cross licensing.

     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. and Garmin  International  Inc., and both
have  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.

     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  believes  that  there  will be no  adverse
consequences  to the Company as a result of this inquiry.  The Company is also a
party to other disputes incidental to its business.

     The Company believes that the ultimate liability of the Company as a result
of such  disputes,  if any,  would  not be  material  to its  overall  financial
position, results of operations, or liquidity.


                                       13

<PAGE>

This report contains  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  Actual results could differ  materially  from
those  indicated in the  forward-looking  statements  due to a number of factors
including,  but not limited to, as a result of the risk  factors set forth below
in this  report as well as the  Company's  Annual  Report on Form 10-K and other
reports  and  documents  that  the  Company  files  from  time to time  with the
Securities  and  Exchange  Commission.  The  Company has  attempted  to identify
forward-looking  statements  in this  report by placing an  asterisk  (*) before
paragraphs containing such material.


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

RESULTS OF OPERATIONS

Revenues

     Revenues  from  Trimble's  operations  for the three months ended March 31,
2000 decreased 5% to $65,140,000  from $68,770,000 in the  corresponding  period
during fiscal 1999. The table below breaks out Trimble's revenues by segment:

                                                   Three Months Ended
                                    -------------------------------------------
                                       March 31,          April 2,
                                         2000               1999       Decrease
-------------------------------------------------------------------------------
(In thousands)

 Precision Positioning Group          $ 40,548           $ 42,566          (5%)
 Mobile and Timing Technologies         24,592             26,204          (6%)

                                    -----------  -----------------   ----------
 Total                                $ 65,140           $ 68,770          (5%)
                                    -----------  -----------------   ----------

Precision Positioning Group

     The  Precision  Positioning  Group  revenues  decreased by 5% for the three
months ended March 31, 2000, as compared with corresponding  period in 1999. The
fiscal year 2000 revenue decrease compared to 1999 is due to the following:

     o Continued  delivery problems due to critical part shortages in our supply
chain, and transitional issues with outsourcing our manufacturing had a negative
impact on  revenue.  
     o An increase in dealer discounts primarily in the land surveying market as
Trimble  continues the change in dealer  structure  from  commission  dealers to
buy/sell dealers.
     o An  increase  in  agricultural  market  revenues,  a result  of  maturing
distribution channel and geographical  expansion,  partially offset the declines
stated above.

Mobile and Timing Technologies

     Mobile and Timing Technologies revenues decreased 6% for the three
months ended March 31, 2000, as compared with corresponding  period in 1999. The
fiscal year 2000 revenue  decrease  compared to 1999 is due to the following:  

     o Asset  management  and tracking  revenues were down, due to the continued
delivery  problems  due to critical  part  shortages  in our supply  chain,  and
transitional issues with outsourcing our manufacturing.
     o Trimble's  decision to exit the commercial  marine business in the fourth
quarter  of 1998 and sold the last of such  products  in the  second  quarter of
1999.
     o The  increase in the GPS  Component  Technologies  market for  automotive
navigation,  timing systems,  and military systems partially offset the declines
in asset management and tracking, and the commercial marine markets.


                                       14

<PAGE>


Revenues outside the U.S.

     * Sales to unaffiliated  customers in locations outside the U.S.  comprised
approximately 56% and 50% of the Company's revenues in the first three months of
fiscal 2000 and 1999,  respectively.  During the first three months of 2000, the
Company  experienced  strong  demand in Europe  and South and  Central  America.
Trimble  anticipates  that export revenue and sales made by its  subsidiaries in
locations outside the U.S. will continue to account for a significant portion of
its revenue. For this reason,  Trimble is subject to the risks inherent in these
foreign sales, including unexpected changes in regulatory requirements, exchange
rates,  governmental  approval,  and tariffs or other barriers.  Even though the
U.S. Government  announced on March 29, 1996, that it would support and maintain
the GPS system, and on May 1, 2000 eliminated the use of Selective  Availability
(SA) -- a method of  degrading  GPS  accuracy  -- there may be a  reluctance  in
certain foreign markets to purchase products based on GPS technology,  given the
control of GPS by the U.S. Government.  Trimble's results of operations could be
adversely  affected if we were unable to continue to generate  significant sales
in locations outside the U.S.

Gross Margin

     * Gross  margin  varies on a  quarterly  basis due to a number of  factors,
including product mix, domestic versus international  sales,  customer type, the
effects of  production  volumes and fixed  manufacturing  costs on unit  product
costs,  and new product  start-up  costs.  Gross margin as a percentage of total
product  revenues was 57% and 52% for the three months ending March 31, 2000 and
April 2, 1999.  The increase in gross  margin  percentages  is primarily  due to
favorable  product mix for the quarter of Precision  Positioning Group products,
which  yield  higher  margins  due  to  integration  of  software  and  wireless
communications.  In addition, gross margins for the first three months of fiscal
2000  were  favorably   impacted  by  the  cost  benefits  of  outsourcing   our
manufacturing.  Because of product  mix  changes  within and among the  industry
markets,  market  pressures  on  unit  selling  prices,   fluctuations  in  unit
manufacturing costs,  including increases in component prices and other factors,
positive future gross margins cannot be assured.

     * Trimble  expects that in the future a higher  percentage  of its business
will be conducted  through  alliances  with strategic  partners.  As a result of
volume  pricing and the  assumption of certain  operating  costs by the partner,
margins  on this  business  are  likely  to be  lower  than  sales  directly  to
end-users.

Operating Expenses

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

                                            Three Months Ended
                           ---------------------------------------------------
                                  March 31,           April 2,      Increase/
                                   2000                1999         (Decrease)
------------------------------------------------------------------------------
(in thousands)

Research and development           $ 8,877             $ 8,507           4%
Sales and marketing                 12,646              13,304           (5)%
General and administrative           6,300              10,026          (37)%
                           ----------------   -----------------    -----------
     Total                        $ 27,823            $ 31,837          (13)%
                           ----------------   -----------------    -----------

Research and Development

     * Research and development  expenses increased slightly in the three months
ended March 31, 2000, as compared with the  corresponding  period in fiscal 1999
due to the following:  

     o Trimble's  receipt  of  approximately  $884,000  more  funds  from  cost
reimbursement projects in 1999 as compared to 2000.
     o Decreases in our expenses of approximately $998,000 related to personnel,
temporary help, and consulting.
     o The above  decreases  were  partially  offset by  approximately  $484,000
related to facility costs and other expenses.

                                       15

<PAGE>

     The  Company  plans  to  continue  its  aggressive  development  of  future
products.

Sales and Marketing

     * Sales and marketing  expenses  decreased for three months ended March 31,
2000,  as compared  with the  corresponding  period in fiscal 1999.  The primary
reason for the dollar and  percentage  decrease in expenses from 1999 to 2000 is
as follows:  

     o Sales  commissions were lower as a percentage of sales, due to the change
in dealer  structure  for some of our product lines from  commission  dealers to
buy/sell.

     * Trimble's future growth will depend in part on the timely development and
continued  viability  of the markets in which we currently  compete,  and on our
ability to  continue to identify  and exploit new markets for our  products.  In
addition, we have encountered  significant  competition in selected markets, and
we expect  such  competition  to  intensify  as the market for GPS  applications
receives  acceptance.  Several of Trimble's  competitors are major  corporations
with  substantially  greater  financial,  technical,  and  marketing  resources.
Increased competition may result in reduced market share and is likely to result
in  price  reductions  of  GPS-based  products,  which  could  adversely  affect
Trimble's revenues and profitability.

General and Administrative

     General and  administrative  expenses  decreased for the three months ended
March 31, 2000, as compared with the  corresponding  period for fiscal 1999. The
primary  reasons for the decrease is as follows:  

     o Approximately a $1.3 million  allowance for doubtful  accounts charge in
the first three  months of fiscal 1999  related to  customers  in South  America
which was not repeated in the first three months of fiscal 2000.
     o Trimble had decreases of  approximately  $2.4 in expenses for  personnel,
travel, legal, equipment rental, facilities and other office supplies.

Income Taxes

     Trimble's effective income tax rates from continuing operations are 10% and
15% for the three months  ended March 31, 2000 and April 2, 1999,  respectively.
These rates are less than the federal statutory rate of 35% primarily due to the
realization  of the  benefits  from prior net  operating  losses and  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 March 31, 2000, Trimble had cash and cash equivalents of $56.2 million
and $54.9 million in short-term investments. Trimble's cash and cash equivalents
and short-term  investments increased from the prior year, due to an increase in
net income. Trimble's long-term debt consisted primarily of a $30.0 million note
obligation  due in  2001.  We had no  debt  outstanding  under  our  $50,000,000
unsecured  line of credit but had issued  certain  letters of credit as of March
31, 2000, amounting to approximately  $939,000.  Trimble 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, 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 operating cash needs for
at least the next twelve months.

     * For the three months ended March 31, 2000, the cash provided by operating
activities was $7.7 million, as compared to cash provided of $8.1 million in the
corresponding  period in fiscal 1999.  Cash provided by operating  activities in
fiscal  2000  arose  from  the  Company's  net  income,  plus  depreciation  and
amortization  and decreases in inventories and offset  partially by increases in
accounts  receivable.  Trimble'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.

                                       16

<PAGE>

     Cash provided by sales of common stock in fiscal year 2000  represents  the
proceeds from  purchases  made by employees  pursuant to Trimble's  stock option
plan and totaled $3.1 million for the three months ended March 31, 2000.

     * In August 1997, Trimble entered into a three-year,  $50,000,000 unsecured
revolving credit facility with four banks (the "Credit  Agreement").  The Credit
Agreement  enables  Trimble to borrow up to  $50,000,000,  provided that certain
financial  and other  covenants  are met. As of October 20, 1999,  Trimble,  the
Agent, and the Lenders agreed to change and amend certain covenants for the life
of the loan,  which expires in August of 2000. The $50,000,000  revolving credit
facility was modified to include  Trimble's  prior separate  $5,000,000  line of
credit and to simplify the entire arrangement. 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,  Trimble 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,  Trimble has not made any
borrowings under the $50,000,00  unsecured  revolving  credit facility,  but has
issued  certain   letters  of  credit  as  of  March  31,  2000,   amounting  to
approximately $939,000. In addition, Trimble is restricted from paying dividends
under the terms of the Credit Agreement.

     In June 1994, Trimble 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  Trimble  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,  Trimble 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  have  been  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 notes, Trimble is required to meet a minimum consolidated
net worth requirement. If Trimble falls below the minimum consolidated net worth
requirement we could be in default of our loan covenants. Such events could have
a material adverse effect on Trimble's operations and liquidity.

     Trimble  announced in February  1996 that it had  approved a  discretionary
program whereby up to 600,000 shares of its common stock could be repurchased on
the open  market by the  Company to offset  the  potential  dilutive  effects to
earnings  (loss) per share from the issuance of  additional  stock  options.  In
1998,  Trimble approved the repurchase of an additional 1.6 million shares under
the discretionary  program.  During 1997,  Trimble purchased 139,500 shares at a
cost of $1.8 million.  During 1998,  Trimble  purchased 1.08 million shares at a
cost of $16.1  million.  During fiscal 1999 and the first three months of fiscal
2000, no shares were repurchased  under the  discretionary  program.  Trimble 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.

     * Trimble 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. Trimble does not currently
believe  that the  introduction  of the Euro will have a material  effect on its
foreign exchange and hedging activities. Trimble has also assessed the potential
impact  the  Euro  conversion  will  have  in  regard  to its  internal  systems
accommodating Euro-denominated  transactions.  Trimble will continue to evaluate
the impact of the Euro  introduction  over time,  based on  currently  available
information.  Trimble does not currently  anticipate  any adverse  impact of the
Euro conversion on the Company.

                                       17

<PAGE>

Year 2000 Issues

     * Computers and software,  as well as other equipment that rely 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."  Trimble is not aware of any year 2000 issues that
have  affected  its  business.  In  preparation  for the year 2000,  we incurred
internal staff costs as well as consulting and other expenses. Trimble updated a
significant portion of its computer software to be year 2000 compliant.  Trimble
is also  not  aware  of any  material  problems  with  customers  or  suppliers.
Accordingly,   Trimble  does  not  anticipate  incurring  material  expenses  or
experiencing  any material  operational  disruption as a result of any year 2000
issues.

Other Risk Factors

     With the  selection of Solectron  as an  exclusive  manufacturing  partner,
Trimble is  substantially  dependent upon a sole supplier for the manufacture of
its  precision  positioning  and  mobile and timing  technologies  products.  In
addition,  we rely on sole  suppliers  for a number of our critical  ASICS.  The
dependence upon these sole suppliers  subjects  Trimble to risks associated with
an  interruption of supply if we are 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 Trimble's business and results of operations.

     The  Company's  ability  to meet  customer  demands  depends in part on our
ability to obtain timely delivery of parts and components from our suppliers. We
have experienced  component  shortages in the past that have adversely  affected
our operations. Although we work closely with our suppliers to avoid these types
of shortages,  there can be no assurances that we will not continue to encounter
these problems in the future.

     Trimble'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 Trimble'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.

     Due to competitive  pressure,  prices of certain of Trimble's products have
declined  substantially since their introduction,  and increased competition may
result in further price reduction, which could adversely affect our net revenue.

     Trimble'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 Trimble's
stock. Additionally,  certain macro-economic factors such as changes in interest
rates could also have an impact on the trading price of Trimble stock.

     The value of  Trimble's  products  relies  substantially  on our  technical
innovation  in fields in which there are many current  patent  filings.  Trimble
recognizes that as new patents are issued or are brought to our attention by the
holders of such patents,  it may be necessary  for us to withdraw  products from
the market,  take a license from such patent holders,  or redesign our products.
Trimble does not believe any of its products currently infringe patents or other
proprietary rights of third parties, but we cannot be certain they do not do so.
In  addition,  the legal  costs  and  engineering  time  required  to  safeguard
intellectual property or to defend against litigation could become a significant
expense of  operations.  Such  events  could have a material  adverse  effect on
Trimble's  revenues  or  profitability.  (See  also  Note  10 to  the  Condensed
Consolidated Financial Statements).

     Trimble's future revenue stream depends to a large degree on our ability to
bring new  products to market on a timely  basis.  In some of our markets -- for
example,  Land  Survey  and GIS  where we  currently  have a  market  leadership
position,  a delay in new product  introductions could have a significant impact
on our results of  operations.  No assurance can be given that we will not incur
problems in the future in innovating and introducing new products.

     Trimble is continuously  evaluating  alliances and external  investments in
technologies  related to its  business,  and has already  entered  into  certain
strategic  alliances and has made relatively  small  strategic  investments in a
number of GPS

                                       18

<PAGE>


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 Trimble's business,  financial condition, and results
of  operations.  No assurances can be given that we will not incur problems from
current or future alliances,  acquisitions, or investments.  Furthermore,  there
can be no  assurance  that  we  will  realize  value  from  any  such  strategic
alliances, acquisitions, or investments.

     Trimble currently enjoys strong relationships with a few key customers.  An
increasing  amount of our revenue is  generated  from large OEMs such as Philips
VDO, Nortel, Caterpillar, CNH Global (formerly Case Corporation),  and others. A
reduction or loss of business with these customers could have a material adverse
effect on our  financial  condition and results of  operations.  There can be no
assurance  that  Trimble  will be able to continue  to realize  value from these
relationships in the future.

     The ability of Trimble 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 our industry and location is intense, and there can be no assurance
that we will be able to attract,  motivate and retain enough qualified employees
necessary for the future continued development of our business and products.

     Trimble 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, Trimble'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 our Real-time  Kinematic  products  because of interference  with
certain  other users of similar  radio  frequencies.  An  inability  or delay in
obtaining such  certifications or delays of the FCC could have an adverse effect
on our operating results.

     Trimble'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 our products,  which would,  in turn,  cause a material  adverse
effect on our operating  results.  In addition,  emissions from mobile satellite
service and other equipment  operating in adjacent frequency bands or inband may
materially  and adversely  affect the utility and  reliability  of our products,
which could result in a material adverse effect on our operating results.

     Navstar  satellites and their ground support systems are complex electronic
systems subject to electronic and mechanical failures and possible sabotage. The
satellites were  originally  designed to have lives of 7.5 years and are subject
to damage by the hostile space  environment in which they operate.  However,  of
the current  deployment  of 27  satellites  in place,  some have already been in
place for 11 years and have an  average  age of 6 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
committed to the operation and maintenance of GPS satellites over a long period,
or that the policies of the U.S.  Government  for the use of GPS without  charge
will remain unchanged. However, a 1996 Presidential Decision Directive marks the
first time in the  evolution  of GPS that  access for  civilian  use has a solid
foundation in law. Because of  ever-increasing  commercial  applications of GPS,
other U.S.  Government agencies may become involved in the administration or the
regulation of the use of GPS signals.  Any of the foregoing factors could affect
the willingness of buyers of the Company's  products to select GPS-based systems
instead of products  based on competing  technologies.  Any resulting  change in
market demand for GPS products could have a material adverse effect on Trimble's
financial  results.   For  example,   in  1995,   certain  European   government
organizations expressed concern regarding the susceptibility of GPS equipment to
intentional or inadvertent  signal  interference.  Such concern could  translate
into  reduced  demand  for GPS  products  in certain  geographic  regions in the
future.


                                       19

<PAGE>



I
tem 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

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

Market Interest Rate Risk

     Short-term  Investments Owned by the Company. As of March 31, 2000, Trimble
had  short-term  investments  of $54.9  million.  These  short-term  investments
consisted  of  $53.8  million  of  highly  liquid  investments,   with  original
maturities  at the date of purchase  between  three and twelve months and a $1.1
million liquid  investment with an original  maturity at the date of purchase of
18 months. (See Note 2 to the Condensed Consolidated Financial Statements) 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 March 31,  2000,  would  cause the fair value of
these short-term investments to decline by an immaterial amount. Because Trimble
has the ability to hold these  investments  until maturity,  we 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 our interest income.

     Outstanding  Debt  of the  Company.  As of  March  31,  2000,  Trimble  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
these  instruments is fixed. A hypothetical 10 percent  decrease in the interest
rates would not have a material  impact on Trimble.  Increases in interest rates
could,  however,  increase interest expense associated with future borrowings of
Trimble, if any. We do not currently hedge against interest rate increases.

Foreign Currency Exchange Rate Risk

     Trimble hedges risks associated with foreign currency transactions in order
to  minimize  the  impact of  changes  in  foreign  currency  exchange  rates on
earnings.  Trimble  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.

     *  Trimble  does  not  anticipate  any  material   adverse  effect  on  its
consolidated financial position utilizing our current hedging strategy.

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

     The following table provides  information  about Trimble's foreign exchange
forward contracts outstanding as of March 31, 2000:


<TABLE>
<CAPTION>

                                          Foreign                 Contract Value             Fair Value
                       Buy/           Currency Amount                  USD                     in USD
     Currency          Sell           (in thousands)              (in thousands)           (in thousands)
--------------------  --------   --------------------------   -----------------------   ---------------------
<S>                   <C>                         <C>                       <C>                     <C>   
YEN                     Buy                         36,000                     $ 334                   $ 353
YEN                    Sell                        426,000                   $ 4,066                 $ 4,174
NZD                     Buy                          4,150                   $ 2,070                 $ 2,077
EURO                    Buy                            680                     $ 692                   $ 652
EURO                   Sell                          2,895                   $ 2,900                 $ 2,774
Sterling                Buy                           1360                   $ 2,164                 $ 2,165

</TABLE>


         * 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  Trimble's  management,  should  the


                                       20

<PAGE>

hypothetical  market  changes  actually  occur  over time.  As a result,  actual
earnings effects in the future will differ from those quantified above.


                                       21

<PAGE>


PART II. OTHER INFORMATION


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
                                                                        Page
                                                                       Number
        A.  Exhibits

            27.1     Financial Data Schedule for the quarters ended
                     March 31, 2000 and April 2, 1999                     24


        B.  Reports on Form 8-K

            There were no reports on Form 8-K filed during the quarter  ended 
            March 31, 2000.


                                       22

<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
        (Vice President Finance, and Chief Financial Officer and
         Corporate Controller)



DATE:  May 5, 2000


                                       23

<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>                                            3-MOS                                               3-MOS
<FISCAL-YEAR-END>                                        DEC-29-2000                                   DEC-31-1999
<PERIOD-END>                                             MAR-31-2000                                   APR-02-1999

<CASH>                                                                56,157                                53,427
<SECURITIES>                                                          54,850                                 8,614
<RECEIVABLES>                                                         40,257                                37,079
<ALLOWANCES>                                                               0                                     0
<INVENTORY>                                                           16,233                                34,879
<CURRENT-ASSETS>                                                     171,712                               139,041
<PP&E>                                                                11,980                                15,001
<DEPRECIATION>                                                             0                                     0
<TOTAL-ASSETS>                                                       194,523                               163,938
<CURRENT-LIABILITIES>                                                 48,727                                54,659
<BONDS>                                                                    0                                     0
<PREFERRED-MANDATORY>                                                      0                                     0
<PREFERRED>                                                                0                                     0
<COMMON>                                                             130,048                               122,366
<OTHER-SE>                                                           (17,696)                              (44,616)
<TOTAL-LIABILITY-AND-EQUITY>                                         112,352                               163,938
<SALES>                                                               65,140                                68,770
<TOTAL-REVENUES>                                                      65,140                                68,770
<CGS>                                                                 28,095                                33,203
<TOTAL-COSTS>                                                         28,095                                33,203
<OTHER-EXPENSES>                                                      27,823                                31,834
<LOSS-PROVISION>                                                           0                                     0
<INTEREST-EXPENSE>                                                       851                                   856
<INCOME-PRETAX>                                                        9,680                                 3,546
<INCOME-TAX>                                                             968                                   532
<INCOME-CONTINUING>                                                    8,712                                 3,014
<DISCONTINUED>                                                             0                                     0
<EXTRAORDINARY>                                                            0                                     0
<CHANGES>                                                                  0                                     0
<NET-INCOME>                                                           8,712                                 3,014
<EPS-BASIC>                                                             0.38                                  0.14
<EPS-DILUTED>                                                           0.35                                  0.14
        
 

</TABLE>