

                                  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

                        August 25, 1999 (August 10, 1999)
                Date of Report (Date of earliest event reported)


                           TRIMBLE NAVIGATION LIMITED
             (Exact name of registrant as specified in its charter)


          California                      0-18645              94-2802192
 (State or other jurisdiction of  (Commission File Number)  (I.R.S. Employer
 incorporation or organization)                              identification No.)


    645 North Mary Avenue, Sunnyvale, California                  94088
   (Address of Principal Executive Offices)                     (Zip Code)


                                 (408) 481-8000
              (Registrant's telephone number, including area code)


                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)



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ITEM 2.           DISPOSITION OF ASSETS

     On August 10, 1999, Trimble Navigation Limited ("Trimble" or "the Company")
signed an Asset  Purchase  Agreement with  Solectron  Corporation  and Solectron
Federal  Systems,  Inc.   (collectively,   "Solectron").   The  closing  of  the
transaction  occurred on August 13, 1999.  At the closing of the Asset  Purchase
Agreement,  the  Company  transferred  to  Solectron  substantially  all  of the
Company's  tangible  manufacturing  assets  located at the Company's  Sunnyvale,
California campus, including but not limited to equipment,  fixtures and work in
progress, and certain contract and other intangible assets and rights,  together
with certain  related  obligations,  including  but not limited to real property
subleases  covering the Company's  manufacturing  floor space,  and  outstanding
purchase  order  commitments.  In addition,  the Asset  Purchase  Agreement also
provides for Solectron's  subsequent purchase,  on August 30, 1999, of Trimble's
entire component inventory which was on hand as of August 13, 1999.

         Trimble  received cash at the closing of the Asset Purchase  Agreement,
representing  an  interim  estimate  of the  value of the  assets  purchased  by
Solectron,  excluding  inventory,  and  expects to receive  an  additional  cash
payment on August 30, 1999,  representing  an interim  estimate of the component
inventory to be sold to Solectron.

         The final purchase price for all of the Company's  assets to be sold to
Solectron,  including the component inventory, will be determined,  and the cash
payment  between  the  parties  will  be  adjusted,   based  upon  a  subsequent
determination of all such purchased assets actually on hand at Trimble as of the
date of closing of the Asset Purchase Agreement.  The Company estimates that the
final purchase price as so determined will be  approximately  $28 million.  Such
final  determination,  and the final purchase price, is expected to be finalized
by the end of the Company's third fiscal quarter. Upon such final determination,
the  Company  will  calculate  its  gain on the  transaction,  if any,  and will
recognize  any  such  gain  over  the  exclusive  life of the  Supply  Agreement
described  below.  The  purchase  price was  arrived  at  through  arm's  length
negotiations  by the parties and was determined to be fair and reasonable by the
Board of Directors of Trimble.

         Concurrently  with the  closing of the Asset  Purchase  Agreement,  the
Company and Solectron also entered into a Supply Agreement. The Supply Agreement
provides  for the  exclusive  manufacture  by  Solectron  of almost all  Trimble
products for a period of three years.

         Solectron will initially  manufacture  such Trimble  products under the
Supply  Agreement in the same  Trimble  buildings  in which such  products  were
previously  manufactured  by  Trimble,  and  Trimble  has  sublet  such space to
Solectron  as part of this  transaction.  Solectron  has offered  employment  to
approximately  230  Trimble  manufacturing,   engineering  and  related  support
personnel,  and Trimble  understands that  substantially all such employees have
accepted employment with Solectron

         Prior to the execution of the above agreements,  there were no material
relationships  between Solectron and Trimble, or any affiliates,  directors,  or
officers, or any associate of any such director, or officer. The descriptions in
this Report on Form 8-K of the terms and  conditions of the  agreements  and the
transactions  contemplated  by the agreements are qualified in their entirety by
reference to the full text of the agreements and exhibits related thereto (filed
as Exhibit 10.68 and 10.69 to this current Report on Form 8-K).


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ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements of Business Acquired:   Not applicable

(b)      Pro Forma Financial Information:   Not applicable

           The sale of assets by Trimble to  Solectron  does not meet the
           thresholds  for  significance  of  Item  2 of  Form  8-K  and,
           therefore,  the  Registrant  will not be  presenting  separate
           audited   financial   statements   or  pro   forma   financial
           information  related  to  the  disposition  of  the  described
           assets.

(c)      EXHIBITS

           10.68*   Asset Purchase Agreement dated August 10, 1999 by and
                    among  Trimble   Navigation   Limited  and  Solectron
                    Corporation and Solectron Federal Systems, Inc.

           10.69*   Supply  Agreement  dated August 10, 1999 by and among
                    Trimble Navigation Limited and Solectron  Corporation
                    and Solectron Federal Systems, Inc.
           --------------------

           * Confidential treatment has been requested for certain portions
             of this exhibit.


           Certain  exhibits and  schedules  to the above Asset  Purchase
           Agreement,  as  indicated  on page (iii)  thereto,  and to the
           Supply Agreement,  as indicated on page (ii) thereto, have not
           been filed  herewith.  The  Registrant  will  furnish any such
           exhibits and schedules  supplementally  to the  Securities and
           Exchange  Commission  upon  request;  provided,  however,  the
           Registrant   reserves   the  right  to  request   confidential
           treatment  for portions of any such  exhibits and schedules so
           requested.




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                                   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
(Registrant)

By:   /s/Steven W. Berglund
     ---------------------------------------------------------
         Steven W. Berglund
         (President and CEO)


Dated:   August 24, 1999





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                                  EXHIBIT INDEX


         Exhibit No.       Description of Exhibit

           10.68*        Asset Purchase Agreement dated August 10, 1999 by and
                         among  Trimble   Navigation   Limited  and  Solectron
                         Corporation and Solectron Federal Systems, Inc.

           10.69*        Supply  Agreement  dated August 10, 1999 by and among
                         Trimble Navigation Limited and Solectron  Corporation
                         and Solectron Federal Systems, Inc.

         ------------------------------

         * Confidential treatment has been requested for certain portions
           of this exhibit.


         Certain  exhibits and schedules to the above Asset Purchase  Agreement,
         as indicated on page (iii)  thereto,  and to the Supply  Agreement,  as
         indicated  on page (ii)  thereto,  have not been  filed  herewith.  The
         Registrant will furnish any such exhibits and schedules  supplementally
         to the  Securities  and Exchange  Commission  upon  request;  provided,
         however,  the  Registrant  reserves  the right to request  confidential
         treatment for portions of any such exhibits and schedules so requested.





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