CERTIFICATE OF AMENDMENT OF
                        THE ARTICLES OF INCORPORATION OF
                           TRIMBLE NAVIGATION LIMITED


Steven W. Berglund and Irwin L. Kwatek certify that:

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

2. Article III of the Restated  Articles of Incorporation of this corporation is
hereby amended as follows:

                  The second  sentence  of  Article  III shall be deleted in its
         entirety  and, in lieu thereof,  the  following new second  sentence of
         Article III shall be inserted, providing in its entirety as follows:

                  "The  total  number  of shares of  preferred  stock  that this
         Corporation  shall have  authority  to issue is  3,000,000  without par
         value,  and the total number of shares of common stock this Corporation
         shall have authority to issue is 60,000,000 without par value."

3. The foregoing  amendement of Articles of Incorporation has been duly approved
by the Board of Directors.

4. The foregoing  amendment of the Restated  Articles of Incorporation  has been
duly approved by the required vote of  shareholders  in accordance  with Section
902, California Corporations Code. The total number of outstanding shares of the
corporation's  common stock is 31,718,703.  The number of shares voting in favor
of the amendment  exceeded the vote required.  The percentage  vote required was
more than 50% of the total  outstanding  shares  voting  together.  There are no
Preferred Stock outstanding.

We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of our own knowledge.

Executed in Sunnyvale, California this 20th day of May 2003.

/s/ Steven W. Berglund
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Steven W. Berglund
President and CEO

/s/ Irwin L. Kwatek
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Irwin L. Kwatek
Assistant Secretary