

                                   EXHIBIT 3.2

                           TRIMBLE NAVIGATION LIMITED

                           CERTIFICATE OF AMENDMENT OF
                          ARTICLES OF INCORPORATION OF
                           TRIMBLE NAVIGATION LIMITED

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

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

2. The  Articles of  Incorporation  of this  corporation  are amended to add the
following Article IV:

                                       "IV

     Section 1.  Limitation  of  Directors'  Liability.  The  liability  of the
directors of this  corporation  for monetary  damages shall be eliminated to the
fullest extent permissible under California law.

         Section 2.  Indemnification  of Corporate  Agents.  This corporation is
authorized to provide  indemnification  of its agents (as defined in Section 317
of the California General  Corporation Law) through bylaw provisions  agreements
with the agents,  vote of shareholders or disinterested  directors or otherwise,
in  excess of the  indemnification  otherwise  permitted  by such  Section  317,
subject only to the limits on such excess  indemnification  set forth in Section
204 of the California General Corporation Law with respect to actions for breach
of duty to the corporation and its shareholders.

         Section 3. Repeal or  Modification.  Any repeal or  modification of the
foregoing  provisions of this Article IV shall not adversely affect any right of
indemnification  or  limitation  of  liability  of an agent of this  corporation
relating to acts or omissions occurring prior to such repeal or modification."

     3. The foregoing  Certificate of Amendment of Articles of Incorporation has
been duly approved byn the Board of Directors.

         4. The foregoing  Certificate of Amendment of Articles of Incorporation
has been duly approved by the required vote of  shareholders  in accordance with
Section 902 of the  California  General  Corporation  Law.  The total  number of
outstanding  shares of stock of the  corporation  is 7,270,041  shares of Common
Stock.  The number of shares voting in favor of the  Certificate of Amendment of
Articles of Incorporation equaled or exceeded the vote required.  The percentage
vote required was more than 50% of the total outstanding shares voting together.


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         We further declare under penalty of perjury under the laws of the State
of  California  that the matters set forth in the  Certificate  of  Amendment of
Articles of Incorporation are true of our own knowledge.

         Executed at Sunnyvale, California this 7th day of April, 1988.


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


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


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