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

                                   FORM 10-K/A
                                (Amendment No. 1)

            (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 29, 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          (I.R.S. Employer Identification No.)
  incorporation or organization)

    645 North Mary Avenue, Sunnyvale, CA                     94088
 --------------------------------------------         --------------------
  (Address of principal executive offices)                 (Zip Code)

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

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                         Preferred Share Purchase Rights
                                (Title of Class)

     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  period  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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-K/A or any  amendment to
this Form 10-K/A. [X]

     The  aggregate  market  value  of the  registrant's  Common  Stock  held by
non-affiliates of the registrant was approximately  $446,702,176 as of March 22,
2002,  based on the closing  sale price of the common stock quoted on the Nasdaq
National Market for that date.




     On March 29, 2001,  Trimble Navigation  Limited, a California  corporation,
filed an Annual Report on Form 10-K for the fiscal year ended December 29, 2000.
This  amendment  on Form  10-K/A is filed  for the sole  purpose  of  disclosing
additional   information  required  pursuant  to  Rule  701  of  Regulation  S-K
promulgated under the Securities Act of 1933, as amended.

     The following text is added to page 18:

     "On November  14, 2000,  the Company  issued  576,726  shares of its Common
Stock (valued at $14,995,000) to the  shareholders of Tripod Data Systems,  Inc.
in  connection  with the  acquisition  of the assets and business of Tripod Data
Systems. (See "Recent Business Developments" on page 21 for a description of the
acquisition.) Upon a hearing before the California Department of Corporations in
which the terms and conditions of the offer were approved,  the shares of Common
Stock  issued in the  transaction  were  exempt from  registration  by reason of
qualification under Section 3(a)(10) of the Securities Act of 1933, as amended."



                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the registrant has duly caused this Annual Report on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

                                         TRIMBLE NAVIGATION LIMITED


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


                                          March 28, 2002