8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): November 9, 2006 (July 20, 2006)

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.)

935 Stewart Drive, Sunnyvale, California

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 20, 2006, the Company’s board of directors amended certain portions of the Company’s Bylaws to add electronic notice of meetings of the shareholders under Section 2.3 and 2.5, and to add voicemail and electronic notice of special meetings of the board of directors under Section 3.7.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

      TRIMBLE NAVIGATION LIMITED      a California corporation

Dated: November 9, 2006  /s/ Irwin Kwatek

Irwin Kwatek

Vice President

EXHIBIT INDEX

Exhibit Number Description

Exhibit No.Description

3.1   Text of amendments to the Bylaws of Trimble Navigation Limited, effective July 20, 2006.

EX-3

EXHIBIT 3.1

Text of amendments to the Bylaws of Trimble Navigation Limited, effective July 20, 2006

The second paragraph of Section 2.3 is amended as follows:

 If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic, electronic, or facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these by-laws, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

The first paragraph of Section 2.5 is amended as follows:

Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic, electronic transmission, or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic, electronic transmission, or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram, electronic transmission, or other means of written communication.

The second paragraph of Section 3.7 is amended as follows:

Notice of the time and place of special meetings shall be delivered personally or by telephone, including a voice messaging system, or by electronic transmission, to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally, or by telephone, electronic transmission or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.