FORM 8-K
                                 Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                        March 21, 2002 (March 21, 2002)

                           Trimble Navigation Limited
             (Exact name of registrant as specified in its charter)

                                   California
                 (State or other jurisdiction of incorporation)

                                     0-18645
                            (Commission File Number)

                                   94-2802192
                             (IRS Employer I.D. No.)
                         645 N. Mary Ave. Sunnyvale, CA
                    (Address of principal executive offices)

                                      94088
                                   (Zip Code)
       Registrant's telephone number, including area code: (408) 481-8000







Item 5. Other Events and Regulation FD Disclosure.

The following  statement was released by Trimble Navigation Limited on March 21,
2002.  The  furnishing  of these  materials  is not  intended  to  constitute  a
representation  that such  furnishing  is required by  Regulation FD or that the
materials include material investor  information that is not otherwise  publicly
available.  In addition, the Registrant does not assume any obligation to update
such information in the future.

               Trimble to Benefit from Subordinated Note Revision

                 Agreement Extends Life of the Note to July 2004


SUNNYVALE,  Calif., Mar. 21, 2002 - Trimble (Nasdaq:  TRMB) today announced that
it has  revised its  two-year  subordinated  seller  note with  Thermo  Electron
Corporation  (NYSE:  TMO), due July 14, 2002. The note relates to Trimble's July
2000  acquisition  of  the  Spectra  Precision  Group,  which  was  an  indirect
wholly-owned subsidiary of Thermo Electron.

Under the revised  agreement,  Thermo  Electron will extend the term of the note
until July 14,  2004,  at the current  interest  rate of 10.4 percent per annum,
enabling  the company to save  approximately  $1.2  million in accrued  interest
expense  during the second half of 2002.  The  balance on the note is  currently
$68.7 million in principal with no accrued interest.

In connection  with the amendment,  Thermo  Electron will be issued a warrant to
purchase a maximum of 376,233 shares of Trimble's common stock, exercisable over
a set time period.  Initially,  Thermo Electron will have the option to purchase
200,000  shares of common stock over a five-year  period at an exercise price of
$15.11.  Subsequently,  on a quarterly basis beginning on July 14, 2002,  Thermo
Electron  will have the option to purchase  250 shares of common stock for every
$1 million of principal and interest outstanding,  until the note is paid off in
full. These shares can be exercised at a price equal to Trimble's  closing price
on, and for a period of five-years  from, each quarterly  anniversary  date. The
warrant will be issued after Trimble's  registration  statement  relating to its
recent $45.95  million  private equity  placement  filed with the Securities and
Exchange Commission (SEC) becomes effective.

"The revision of the subordinated  note is the latest in a series of initiatives
to lower our breakeven  point and improve the strength of the Company's  balance
sheet," said Mary Ellen  Genovese,  Trimble's  chief  financial  officer.  "Most
importantly,  it allows us to further increase our financial  flexibility during
uncertain times."

Trimble  expects to file a  registration  statement with the SEC for purposes of
registering  the resale of the shares of common stock to be issued upon exercise
of the warrant.

About Trimble

Trimble is a leading innovator of Global Positioning System (GPS) technology. In
addition to providing  advanced GPS components,  Trimble augments GPS with other
positioning  technologies,  as well as wireless  communications and software, to
create complete  customer  solutions.  Trimble's  worldwide  presence and unique
capabilities position the Company for growth in emerging applications  including
surveying,  automobile navigation,  machine guidance,  asset tracking,  wireless
platforms,   and   telecommunications   infrastructure.   Founded  in  1978  and
headquartered  in Sunnyvale,  Calif.,  Trimble has more than 2,000  employees in
more than 20 countries worldwide.

For an interactive  look at Company news and products,  visit Trimble's Web site
at http://www.trimble.com

Certain  statements  made in this press release are forward  looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, and are made pursuant to the safe harbor
provisions  of the  Securities  Litigation  Reform  Act of 1995.  These  forward
looking  statements  are subject to change,  and actual  results may differ from
those set forth in this press  release due to certain  risks and  uncertainties,
including  overall  economic  trends  affecting  the end markets  that we serve,
changes in interest rates and financial



markets,  market  acceptance of new product  offerings and continued  demand for
existing  products.  Among other things,  these results or expectations  may not
continue  beyond the current  quarter due to seasonal  and  economic  trends and
additional  competitive  issues  that may have an adverse  effect on the ongoing
positioning  and growth of the Company.  These and other risks are detailed from
time to time in reports filed with the SEC,  including its quarterly  reports on
Form 10-Q and its annual report on Form 10-K.








                                   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 hereunto duly authorized.


                                               TRIMBLE NAVIGATION LIMITED
                                               a California corporation


 Dated: March 21, 2002                         By: /s/ Irwin Kwatek
                                               -------------------------------
                                               Irwin Kwatek
                                               Vice President & General Counsel