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):
                      January 18, 2005 (January 17, 2005)

                           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 January 17, 2005,  Trimble and Rajat Bahri,  Trimble's  chief  financial
officer,  entered into Trimble's  standard  executive  officer change in control
severance agreement. The agreement provides that Mr. Bahri's then unvested stock
options  will vest upon a Change in Control (as defined in the  agreement).  The
agreement  also  provides  that, if his  employment is terminated  other than by
reason of a Nonqualifying  Termination (as defined in the agreement)  within the
period  commencing  with the change in control and ending one year following the
change in control,  (i) Mr. Bahri shall receive a severance payment equal to one
year base salary plus bonus (each calculated in accordance with the terms of the
agreement), (ii) the Company shall continue to provide Mr Bahri with medical and
other  insurance for a period of one year  following the date of  termination of
his employment on the same basis as provided prior to termination, and (iii) Mr.
Bahri may exercise any then  outstanding  stock options for a period of one year
following the date of termination of his employment,  unless such options expire
earlier.

     Trimble and Mr.  Bahri also entered into  Trimble's  standard  director and
executive officer  indemnification  agreement on January 17, 2005. The agreement
provides for  indemnification  of Mr. Bahri for expenses,  judgments,  fines and
settlement  amounts  incurred by him in any action or proceeding  arising out of
his services as an employee, agent, director or officer of the Company or any of
its subsidiaries or, at the Company's request, of another 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: January 18, 2005                     /s/ Irwin Kwatek
                                            ----------------
                                            Irwin Kwatek
                                            Vice President