SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ELLER DONALD

(Last)

(First)

(Middle)

3111 BEL AIR DRIVE, NO. 18G

(Street)

LAS VEGAS

89109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GARMIN LTD [ GRMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/16/2004		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		160,565	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	1,442,619⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Variable prepaid forward contract (put equivalent position)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	12/16/2004		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			200,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Shares	200,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	0	D
Variable prepaid forward contact (put equivalent position)	⁽⁶⁾⁽⁷⁾⁽⁸⁾	12/16/2004		J⁽⁶⁾⁽⁷⁾⁽⁸⁾		200,000		⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Common Shares	200,000	⁽⁶⁾⁽⁷⁾⁽⁸⁾	200,000	D

Explanation of Responses:

1. On December 16, 2004, the reporting person settled his obligation to deliver common shares of the issuer (Common Shares) or an equivalent amount of cash (if elected by him) pursuant to a prepaid variable forward contract entered into on or about January 10, 2002 with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer a minimum of 153,847 Common Shares and up to a maximum of 200,000 Common Shares (or an equivalent amount of cash) on the maturity date of the contract (January 10, 2005 or such earlier date as the parties determined). In exchange for assuming this obligation, the reporting person received a cash payment of $3,325,466.19 as of the date of entering into the contract. The reporting person pledged 200,000 Common Shares to secure his obligations under the contract, and retained voting rights in the pledged shares during the period of the pledge.

2. The contract provided that the number of shares (or equivalent amount of cash) deliverable by the reporting person on the maturity date would be determined as set forth in footnote (3) below, on the basis of share prices of the Common Shares that were subject to adjustment for events specified in the contract.

3. (a) If the maturity date closing price (the Settlement Price) were less than or equal to $20.1886 (the Initial Share Price) the reporting person would deliver to the buyer 200,000 Common Shares; (b) If the Settlement Price were between the Initial Share Price and $26.2452 (the Cap Price), the reporting person would deliver to the buyer a number of shares determined by multiplying 200,000 by the Initial Share Price, and dividing the resulting number by the Settlement Price; and (c) If the Settlement Price were greater than the Cap Price, the reporting person would deliver to the buyer a number of shares determined by reference to a formula specified in the contract that would result in the reporting person being allowed to retain (from the 200,000 shares potentially deliverable) shares having a value equal to $1,211,320 plus 17% of an amount determined by multiplying 200,000 by the difference between the Settlement Price and the Cap Price.

4. The parties agreed to a maturity date of December 16, 2004. The Settlement Price of the Common Shares was $56.90. Accordingly, on December 16, 2004, the reporting person settled his obligation by delivering to the buyer 160,565 Common Shares, having a value of $9,136,176.23, and retaining ownership of the remaining 39,435 pledged shares.

5. Includes (a) 200,000 shares subject to a prepaid variable forward contract described in a Form 4 filed by the reporting person dated November 22, 2002 and (b) 200,000 shares subject to a prepaid variable forward contract described in footnotes 6, 7 and 8 to this Form 4.

6. On December 16, 2004, the reporting person entered into a prepaid variable forward contract with an unaffiliated third party buyer pursuant to a master agreement dated December 16, 2004. The new contract obligates the reporting person to deliver to the buyer up to 200,000 Common Shares or an equivalent amount of cash (if elected by him) on the maturity date of the contract (December 17, 2007, or such earlier date as the parties determine). In exchange for assuming this obligation, the reporting person received a cash payment of $9,124,960 as of the date of entering into the contract. The reporting person pledged 200,000 Common Shares (Pledged Shares) to secure his obligations under the master agreement, and retained dividend and voting rights in the Pledged Shares during the period of the pledge.

7. The number of shares to be delivered to the buyer on the maturity date is to be determined as set forth in footnote (8) below, on the basis of prices of the Common Shares that are subject to adjustment for certain dividends paid to the reporting person and other events specified in the Master Agreement.

8. (a) If the maturity date closing price (New Settlement Price) is less than or equal to $55.64 (the New Initial Share Price, which is the price on the date of entering into the contract), the reporting person will deliver to the buyer the entire amount of Pledged Shares; (b) If the New Settlement Price is between the New Initial Share Price and $77.90 (the New Cap Price), the reporting person will deliver to the buyer a number of shares determined by multiplying the number of Pledged Shares by the New Initial Share Price, and dividing the resulting number by the New Settlement Price; (c) If the New Settlement Price is greater than the Cap Price, the reporting person would deliver to the buyer a number of shares determined by reference to a formula specified in the contract that would result in the reporting person being obligated to deliver fewer than the number of Pledged Shares.

Remarks:

	/s/ Donald H. Eller	12/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.