EXHIBIT 3.3

                           TRIMBLE NAVIGATION LIMITED


                           CERTIFICATE OF AMENDMENT OF
                          ARTICLES OF INCORPORATION OF
                           TRIMBLE NAVIGATION LIMITED

         Charles R. Trimble and James C. Hunt hereby certify that:

     1. They are President and Chief Financial Officer, respectively, of Trimble
Navigation Limited, a California corporation.

         2. Article III of the Articles of  Incorporation of this corporation is
amended and restated to read in its entirety as follows:
                                      
                                      "III

This  corporation  is authorized to issue two classes of shares to be designated
respectively  Preferred Stock  ("Preferred")  and Common Stock  ("Common").  The
total number of shares of Preferred this corporation shall have the authority to
issue is 3,000,000  without par value,  and the total number of shares of Common
this  corporation  shall have the authority to issue is  40,000,000  without par
value. The Preferred shares authorized by these Articles of Incorporation may be
issued from time to time in one or more series. The Board of Directors is hereby
authorized to fix or alter the rights,  preferences and privileges of any wholly
unissued  class  or  series  of  Preferred  shares,  and the  number  of  shares
constituting any such series and the designation thereof, or any of them."

         3. This Certificate of Amendment of Articles of Incorporation  has been
duly approved by the Board of Directors.

         4. This 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 11,653,805  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.

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

         Executed at Sunnyvale, California this 17th day of July, 1990.


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


                     /s/ James C. Hunt                           
                         James C. Hunt, Chief Financial Officer


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