As filed with the Securities and Exchange Commission on May 31, 2000
                                                     Registration No. 333-______
================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                           TRIMBLE NAVIGATION LIMITED
             (Exact name of Registrant as specified in its charter)
                   -----------------------------------------
               
                California                                 94-2802192
-----------------------------------------              -----------------------
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                    Identification Number)


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

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

                               Steven W. Berglund
                       President & Chief Executive Officer
                           Trimble Navigation Limited
                              645 North Mary Avenue
                           Sunnyvale, California 94088
                     (Name and address of agent for service)

                                 (408) 481-8000
           Telephone number, including area code, of agent for service

                                   Copies to:

                             John B. Goodrich, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

  ======================================== ================== ====================== ====================== ===================
                                                                   Proposed               Proposed
                                                                    Maximum                Maximum
            Title of Each Class                 Amount             Offering               Aggregate            Amount of
             of Securities to                    to be               Price                Offering            Registration
               be Registered                  Registered           Per Share                Price                 Fee
  ---------------------------------------- ----------------- ---------------------- ---------------------- -------------------
  Common Stock
   <S>                                         <C>                   <C>                <C>                     <C>    
    1988 Employee Stock Purchase Plan...          200,000             $31.2375(1)        $ 6,247,500.00(1)        $1,649.00
    1993 Stock Option Plan..............          925,000             $36.7500(2)        $33,993,750.00(2)        $8,975.00
     TOTALS                                     1,125,000                                $40,241,250.00          $10,624.00
                                                =========                                =================       ==========        
  ======================================== ================== ====================== ====================== ==================
<FN>

(1)      Estimated  solely for the purpose of calculating the amount of the  
         registration  fee on the basis of 85% of the high and low price reported 
         by the Nasdaq National Market System on May 24, 2000.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee on the basis of the average of the high and low price
         reported by the Nasdaq National Market System on May 24, 2000.
</FN>
================================================================================================================================
</TABLE>



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The  registrant  hereby  incorporates  by  reference  the  contents  of the
following  Registration  Statements on Form S-8: Registration No. 33-39647 dated
April 2, 1991,  Registration  No. 34-57522 dated January 28, 1993,  Registration
No.  33-78502 dated May 3, 1994,  Registration  No.  33-91858 dated May 3, 1995,
Registration No.  333-04670 dated May 3, 1996,  Registration No. 333-28429 dated
June 3, 1997,  Registration  No.  333-53703 dated May 27, 1998, and Registration
No. 333-84949 dated August 11, 1999.


Item 8.  Exhibits.

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

   10.59   1993 Stock Option Plan, as amended May 11, 2000

   10.60   1988 Employee Stock Purchase Plan, as amended May 11, 2000

    23.1   Consent of Ernst & Young LLP, Independent Auditors

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

    24.1   Power of Attorney (See Page 3)



                                       2

<PAGE>




                                   SIGNATURES

The Registrant

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Sunnyvale, State of California, on May 31, 2000.

                                    TRIMBLE NAVIGATION LIMITED

                                    By:  /s/ Steven W. Berglund
                                        ------------------------------------
                                         Steven W. Berglund,
                                         President & Chief Executive Officer




                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Steven W.  Berglund  and Mary  Ellen
Genovese,  jointly and severally,  his attorney-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact,  or
his substitute or substitutes, may do or cause to be done by virtue hereof.

                                       3

<PAGE>



     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:

 Signature                                  Title                      Date
-----------------------------  ------------------------------------ -----------

 /s/ Steven W. Berglund        President, Chief Executive Officer
----------------------------   (Principal Executive Officer) 
    (Steven W. Berglund)        and Director                      May 31, 2000
   
                                 

 /s/ Mary Ellen Genovese       Vice President of Finance Chief
----------------------------   Financial Officer Corporate Controller
    (Mary Ellen Genovese)      and Assistant Secretary (Principal 
                               Financial Officer and Principal 
                               Accounting Officer)                May 31, 2000


 /s/ Robert S. Cooper
---------------------------
    (Robert S. Cooper)         Director                           May 31, 2000


 /s/ John B. Goodrich
---------------------------
    (John B. Goodrich)         Corporate Secretary and Director   May 31, 2000


 /s/ William Hart
---------------------------
    (William Hart)             Director                           May 31, 2000


 /s/ Ulf J. Johansson
---------------------------
    (Ulf J. Johansson)         Director                           May 31, 2000


 /s/ Norman Y. Mineta
---------------------------
    (Norman Y. Mineta)         Director                           May 31, 2000


 /s/ Bradford W. Parkinson
---------------------------
    (Bradford W. Parkinson)    Director                           May 31, 2000



                                       4

<PAGE>




                           TRIMBLE NAVIGATION LIMITED

                            CERTIFICATE OF SECRETARY

John B. Goodrich certifies as follows:

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

     2. Attached hereto as is a true and correct copy of the resolutions adopted
by the Board of Directors  of the Company at a meeting on January 26, 2000,  and
such  resolutions  have not been  amended or  revoked  and are in full force and
effect on the date hereof..

IN WITNESS WHEREOF, I have executed this certificate May 31, 2000.


                                    /s/ John B. Goodrich
                                    -------------------------------------
                                        John B. Goodrich, Secretary



                                       5

<PAGE>




                           RESOLUTIONS ADOPTED BY THE
                              BOARD OF DIRECTORS OF
                           TRIMBLE NAVIGATION LIMITED

                            AMENDMENT OF STOCK PLANS

1993 Stock Option Plan

     RESOLVED:  That the board hereby  increases by 925,000 shares the number of
shares of the Company's  common stock available for issuance under the Company's
1993 Stock Option Plan from 5,000,000 shares to 5,925,000 shares.

1988 Employee Stock Purchase Plan

     RESOLVED:  That the board hereby  increases by 200,000 shares the number of
shares of the Company's  common stock available for issuance under the Company's
1988 Employee Stock Purchase Plan from 2,950,000 shares to 3,150,000 shares.


                                       6

<PAGE>




                                INDEX TO EXHIBITS

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

 10.59     1993 Stock Option Plan, as amended May 11, 2000

 10.60     1988 Employee Stock Purchase Plan, as amended May 11, 2000

 23.1      Consent of Ernst & Young LLP, Independent Auditors

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

 24.1      Power of Attorney (see Page 3)



                                       7

<PAGE>






                                                                     EXHIBIT 5.1

                                   May 31, 2000

TRIMBLE NAVIGATION LIMITED
645 North Mary Avenue
Sunnyvale, California 94088

         RE:      REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have examined the Registration  Statement on Form S-8 to be filed by you
with the  Securities  and  Exchange  Commission  on or about  May 31,  2000 (the
"Registration  Statement"),  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended,  of 200,000  shares of your  Common  Stock
reserved for issuance under the 1988 Employee Stock Purchase Plan and of 925,000
shares of your Common Stock  reserved  for issuance  under the 1993 Stock Option
Plan (the  "Plans").  As your legal  counsel,  we have examined the  proceedings
taken and  proposed  to be taken in  connection  with the  issuance,  sale,  and
payment of consideration for the shares to be issued under the Plans.

     It is our opinion that,  when issued and sold in the manner  referred to in
the Plans and pursuant to the agreements  which accompany the Plans,  the shares
will be legally and validly issued, fully paid, and non-assessable.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration Statement and
 any amendments thereto.


                                          Very truly yours,

                                          WILSON SONSINI GOODRICH & ROSATI
                                          Professional Corporation


                                          By:/s/ John B. Goodrich
                                             -------------------------------   
                                                 John B. Goodrich



                                       8

<PAGE>




                                                                   EXHIBIT 10.59

                           TRIMBLE NAVIGATION LIMITED

                             1993 STOCK OPTION PLAN
                            (as amended May 11, 2000)

 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.
               

                                       9

<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  ommon  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  5,925,000  shares  of  Common  Stock.  The  Shares  may be
authorized, but unissued, or reacquired Common Stock.

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


                                       10

<PAGE>


 4.  Administration of the Plan.
         

     (a) Procedure.
              

        (i)  Multiple Administrative  Bodies. The  Plan  may be  dministered  by
different   Committees  with  respect  to  different  groups  of  Employees  and
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 
hereunderas 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);

        (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

                                       11

<PAGE>


     (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 canceled (other than in connection with a 
transaction described  in Section 11),  the  canceled  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
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  


                                       12

<PAGE>

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  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.

                                       13

<PAGE>

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

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

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

     (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 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

                                       14

<PAGE>

        (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.
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 

                                       15

<PAGE>


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.

 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.

                                       16

<PAGE>

     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.


                                       17

<PAGE>






                                                                   EXHIBIT 10.60

                               TRIMBLE NAVIGATION

                        1988 EMPLOYEE STOCK PURCHASE PLAN
                            (as amended May 11, 2000)

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

                                       18

<PAGE>

     (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.


                                       19

<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 date shall be


                                       20

<PAGE>


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.

                                       21

<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 3,150,000 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  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.

                                       22

<PAGE>

 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.

 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.

                                       23

<PAGE>

 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.


                                       24

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                                    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 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.

                                       25

<PAGE>

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


                                       26

<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:______________________________________



                                       27

<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:______________________________________


                                                         

                                       28

<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:______________________________________


                                       29

<PAGE>


                    




                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
on Form S-8  pertaining  to the 1988 Employee  Stock  Purchase Plan and the 1993
Stock Option Plan of Trimble  Navigation Limited of our report dated January 25,
2000 with  respect to the  consolidated  financial  statements  and  schedule of
Trimble  Navigation  Limited  included in its Annual  Report (Form 10-K) for the
year ended December 31, 2000, filed with the Securities and Exchange Commission.

                                                 /s/ ERNST & YOUNG LLP




Palo Alto, California
May 31, 2000


                                       30

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