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):
                     December 20, 2004 (December 20, 2004)

                           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.)

                         749 N. Mary Ave. Sunnyvale, CA
                    (Address of principal executive offices)

                                      94085
                                   (Zip Code)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




Item 1.01.        Entry into a Material Definitive Agreement

         On December 7, 2004,  Rajat Bahri entered into an employment  agreement
with the Company for the  position of Chief  Financial  Officer,  subject to his
election to the position by the Company's  Board of Directors and effective upon
his employment start date. The following is a brief  description of the material
terms and conditions of the agreement:

         Mr. Bahri's employment agreement provides for a base salary of $275,000
and he is eligible to participate in the Company's Management Incentive Plan for
2005,  with a target  potential  payout level of 50%. In addition Mr. Bahri will
receive a special bonus of $55,000 per year for the first three  calendar  years
of  employment  and $40,000 for his fourth and fifth  years of  employment.  Mr.
Bahri is also eligible to  participate  in our Executive  Deferred  Compensation
Plan and other standard Company employee benefits.

         Pursuant to the terms of Mr. Bahri's employment agreement,  on December
17, 2004, our Board of Directors granted Mr. Bahri,  under our 2002 Stock Option
Plan, an option to purchase  100,000 shares of our common stock,  effective upon
his employment  start date and an additional  50,000 shares,  effective upon the
one-year anniversary of his employment.

         Under the terms of the agreement,  upon his  employment  start date, we
will enter into an agreement with Mr. Bahri  providing for payment of one year's
base pay and bonus in the event of the  termination  of Mr.  Bahri's  employment
following  a  change  in  control  of  the  Company,   under   certain   defined
circumstances.  The  agreement  will also  provide  for an  acceleration  of the
vesting  of  Bahri's  outstanding  stock  options  in the  event of a change  in
control.

         The  employment  agreement  also provides  that in connection  with his
relocation  to  California,  Mr.  Bahri  will  receive  payment  for  moving and
temporary living costs, in addition to an allowance of $15,000 for miscellaneous
expenses related to the relocation.

 Item 5.02 Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

         On December 17, 2004 the Company appointed Rajat Bahri as its principal
financial officer, effective upon his employment start date.

         Rajat Bahri, 40, was appointed our Chief Financial  Officer on December
17, 2004. His appointment is effective upon his employment  start date. For more
than 15 years Mr. Bahri has served in various  capacities  within the  financial
organization  of several  subsidiaries  of Kraft Foods,  Inc. and General  Foods
Corporation. Most recently, he was the chief financial officer for Kraft Canada,
Inc.,  since  2001.  From June  2000 to June  2001 he served as chief  financial
officer  of Kraft  Pizza  Company.  From 1997 to 2000 Mr.  Bahri was  Operations
Controller  for Kraft  Jacobs  Suchard  Europe.  Mr.  Bahri  holds a Bachelor of
Commerce from the University of Delhi and an MBA from Duke University.

         Mr Bahri has entered into an employment  agreement with the Company.  A
brief  description  of the material terms of this agreement is set forth in Item
1.01 of this Current  Report on Form 8-K.  Mr.  Bahri is neither  related to any
director or executive  officer of the Company nor does he have any relationships
or transactions with the Company,  other than in connection with his prospective
employment with the Company.


                                   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: December 20, 2004                          /s/ Irwin Kwatek
                                                  ----------------
                                                  Irwin Kwatek
                                                  Vice President