

                                   EXHIBIT 3.1

                           TRIMBLE NAVIGATION LIMITED

                       RESTATED ARTICLES OF INCORPORATION

         Charles R. Trimble and Robert A. Trimble certify that:

     1. They are the  President  and the  Secretary,  respectively,  of  Trimble
Navigation Limited, a California corporation.

     2. The  Articles  of  Incorporation  of this  corporation  are  amended and
restated to read as follows: I

         The name of this corporation is Trimble Navigation Limited.

                                       II

         The  purpose  of this  corporation  is to engage in any  lawful  act or
         activity for which a  corporation  may be  organized  under the general
         corporation  law of California,  other than the banking  business,  the
         trust company business, or the practice of a profession permitted to be
         incorporated by the California Corporations Code.

                                       III

         This  corporation  is  authorized  to issue only one class of shares of
         stock,  designated  Common  Stock,  and the total number of shares that
         this corporation is authorized to issue is forty million (40,000,000).

         Upon  the  effective   date  of  this  amendment  to  the  Articles  of
         Incorporation, each outstanding share of Common Stock shall be split up
         and converted into four shares of Common Stock.

3. The foregoing  amendment and restatement of the Articles of Incorporation has
been duly approved by the Board of Directors of this corporation.

                                      79
<PAGE>

     4. The foregoing amendment and restatement of the Articles of Incorporation
does not  require  the  approval of the  outstanding  shares of the  corporation
because the amendment  only  effected a stock split in  accordance  with Section
902(c) of the California Corporations Code.

         The  undersigned  further  declare  under  penalty of perjury  that the
matters  set  forth  in this  certificate  are  true and  correct  of their  own
knowledge.

         Executed at Sunnyvale, California, June 24, 1986.


                                   /s/ Charles R. Trimble             
                                       Charles R. Trimble, President


                                  /s/ Robert A. Trimble              
                                      Robert A. Trimble, Secretary


                                        80
<PAGE>
