SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM 8-A

     FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION
              12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

                                   GARMIN LTD.
             (Exact Name of Registrant as Specified in Its Charter)

              Cayman Islands                                      98-0229227
  (State or Other Jurisdiction of Incorporation               (I.R.S. Employer
               or Organization)                             Identification No.)


                 P.O. Box 30464SMB
             5th Floor, Harbour Place
              103 South Church Street                          Not Applicable
       George Town, Grand Cayman, Cayman Islands                   (Zip Code)
       (Address of Principal Executive Offices)


If this form relates to the registration      If this form relates to the regis-
of a class of securities pursuant to          tration of a class of securities
Section 12(b) of the Exchange Act and         pursuant to Section 12(g) of the
is effective pursduant to General             Exchange Act and is effective
Instruction A.(c), please check the           pursuant to General Instruction
following box. [  ]                           A.(d), please check the following
                                              box. [X]


        Securities Act registration statement file number to which this
                               form relates: None

     Securities to be registered pursuant to Section 12(b) of the Act: None


        Securities to be registered pursuant to Section 12(g) of the Act:

                  Rights to Purchase Series A Preferred Shares




Item 1. Description of Registrant's Securities to be Registered.

Declaration of Rights Dividend

     On October 24, 2001, the Board of Directors of Garmin Ltd. (the  "Company")
declared a dividend  distribution of one Right for each outstanding share of the
Company's Common Shares,  $0.01 par value per share (the "Common Shares") to the
shareholders  of record on November 1, 2001 (the  "Record  Date").  The complete
terms and  conditions  of the  Rights are set forth in a Rights  Agreement  (the
"Rights  Agreement") between the Company and UMB Bank, N.A., dated as of October
25, 2001, as may be amended from time to time.

     Each Right  entitles  the  registered  holder to purchase  from the Company
1/1,000ths  of a share  ("Unit")  of the  Company's  Series A  Preferred  Shares
("Preferred Shares") at a price of $95.00 per Unit upon certain events,  subject
to  adjustment  as described  below.  The Rights are not  exercisable  until the
Distribution Date (as defined below). The Rights will expire on October 31, 2011
("Expiration Date"), unless earlier redeemed by the Company as described below.


Rights Initially Attached to and Trade with Common Shares

     Until  the  Distribution  Date  (as  defined  below),  the  Rights  will be
evidenced by certificates for the associated Common Shares. The certificates for
Common Shares issued after the Record Date, but prior to the Distribution  Date,
will have a notation referencing the Rights Agreement.  Until the earlier of the
Distribution  Date or the Expiration  Date, the Rights will be transferred  with
and only with the Company's  Common Shares and the surrender for transfer of any
Common  Share  certificate  will also  constitute  the  transfer  of the  Rights
associated with the Common Shares represented by such certificate.

When Rights Separate from Common Shares and Become Exercisable

     The Rights will separate and become  exercisable on the Distribution  Date,
which  will  occur  upon  the  earlier  of  (unless  extended  by the  Board  of
Directors): (i) the close of business on the tenth calendar day after the public
announcement by the Company or an Acquiring  Person that an Acquiring Person has
become such (the "Share Acquisition Date"), or (ii) the close of business on the
tenth calendar day after the  commencement  or first public  announcement  of an
intention to make a tender offer or exchange offer that would result in a person
or entity  becoming an Acquiring  Person.  As soon as practicable  following the
Distribution  Date,  separate   certificates   evidencing  the  Rights  ("Rights
Certificates")  will be mailed to  holders  of  record of the  Company's  Common
Shares as of the close of business on the  Distribution  Date and such  separate
Rights Certificates alone will evidence the Rights.

     Under the Rights Agreement,  an Acquiring Person is a person or entity who,
together with all  affiliates or associates,  is the beneficial  owner of 15% or
more of the Common Shares then outstanding, whether or not such person or entity
continues to be the beneficial owner of such  percentage,  but does not include:
(i) the Company; (ii) any subsidiary of the Company;  (iii) any employee benefit
plan of the Company or of any subsidiary of the Company, or any person or entity
organized,  appointed or  established by the Company or by any subsidiary of the
Company for or pursuant to the terms of any such plan; (iv) Min H. Kao or any of
his Family Members;  (v) Gary L. Burrell or any of his Family Members;  (vi) any
inter vivos or  testamentary  trust or any other  foundation or other entity (a)
with  respect  to which  either  Min H. Kao or Gary L.  Burrell  or any of their
Family  Members is treated as a grantor  for United  States  federal  income tax
purposes,  or (b) of which Min H. Kao or Gary L.  Burrell or any of their Family
Members owns more than 50% of the beneficial or voting  interests,  or otherwise
controls  management  of the  assets,  or (c) of  which  all the  beneficiaries,
whether current or remainder, are Family Members of either Min H. Kao or Gary L.
Burrell,  (vii) any Charitable  Organization or (viii) any person or entity who,
together with all  affiliates  and  associates  of such person or entity,  would
become an  Acquiring  Person  solely as a result of a reduction of the number of
Common Shares of the Company outstanding,  including  repurchases of outstanding
Common  Shares of the Company by the  Company,  which  reduction  increases  the
percentage of  outstanding  Common Shares of the Company  beneficially  owned by
such person or entity  until such person or entity shall  thereafter  become the
beneficial owner of any additional  Common Shares.  The Rights Agreement defines
"Family Members" with respect to a natural person as the person's spouse and any
descendant  (whether  adopted or  biological)  of a parent of the person and the
spouse of any such descendant and "Charitable  Organization" as any organization
which is described in Section  170(c) or 2055(a) of the United  States  Internal
Revenue Code of 1986, as amended.



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Adjustment of Rights Upon Occurrence of a Triggering Event

     In the event that a person or entity  becomes an Acquiring  Person  (except
pursuant to a Permitted Offer),  each holder of a Right,  other than Rights that
are or were  beneficially  owned by the  Acquiring  Person and any  affiliate or
associate  (which will  thereafter be null and void),  will  thereafter have the
right to receive  upon  exercise  that number of whole or  fractional  Preferred
Shares (or in certain  circumstances,  Common Shares or other  securities of the
Company) having a market value of two times the exercise price of the Right.

     In the event that after a Share Acquisition Date the Company is acquired in
a  merger  or  other  business  combination   transaction  (other  than  such  a
transaction  which  follows  a  Permitted  Offer  and  satisfies  certain  other
conditions)  or  more  than 50  percent  of the  Company's  (together  with  its
subsidiaries)  assets or earning power are sold,  each holder of a Right,  other
than Rights that are or were  beneficially  owned by an Acquiring  Person or any
affiliate  or  associate  (which  will  thereafter  be  null  and  void),  shall
thereafter  have the right to  receive,  upon the  exercise  thereof at the then
current  exercise price of the Right,  that number of shares of the common stock
of the acquiring company (or certain of its affiliates) that at the time of such
transaction  would have a market  value of two times the  exercise  price of the
Right.

     A "Permitted Offer" is defined in the Rights Agreement as a tender offer or
exchange  offer that is for all  outstanding  Common  Shares of the Company at a
price and on terms  determined  to be adequate  prior to the  purchase of shares
under such tender or exchange offer, by at least 70% of the members of the Board
of Directors of the Company, taking into account all factors that such directors
deem relevant  including,  without  limitation,  prices that could reasonably be
achieved if the Company or its assets were sold on an orderly basis  designed to
realize maximum value and otherwise in the best interests of the Company and its
shareholders  (other  than the person or entity or any  affiliate  or  associate
thereof for whose benefit the offer is being made).

Redemption of Rights

     At any time prior to the Share Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $0.02 per Right (the "Redemption
Price").  Following the Share  Acquisition Date, but prior to an event listed in
Section 13(a) of the Rights  Agreement (i.e. a merger,  consolidation or sale of
more than 50 percent  of the assets or  earnings  power of the  Company  and its
subsidiaries),  the  Company's  right of  redemption  may be  reinstated  (i) in
connection with any event  specified in Section 13(a) in which all  shareholders
are  treated  alike and  which  does not  include  the  Acquiring  Person or its
affiliates or associates  and certain other related  persons or entities  (other
than as a holder of Common Shares being treated like all other holders of Common
Shares) or (ii) following an inadvertent trigger of the Rights (as determined by
the Board) if an Acquiring Person reduces its beneficial ownership to 10 percent
or less of the  outstanding  Common  Shares of the Company in a  transaction  or
series of transactions not involving the Company. Immediately upon the action of
the Board of Directors of the Company  electing to redeem the Rights,  the right
to  exercise  the Rights  will  terminate  and the only right of the  holders of
Rights will be to receive the Redemption Price.

Amendment of Rights Agreement

     Prior to the  Distribution  Date the  Company may amend or  supplement  any
provision  of the Rights  Agreement  without  the  consent of the holders of the
Rights.  Following the Distribution  Date,  subject to certain  exceptions,  the
Company may amend the  provisions  of the Rights  Agreement in order to cure any
ambiguity,  to correct any defect or  inconsistency,  and to make changes deemed
necessary  or  desirable  so long as such  changes do not  adversely  affect the
interests of the holders of the Rights (excluding the interests of any Acquiring
Person and its affiliates and associates).  In either case, however, the Company
may not amend or supplement  the Rights  Agreement to change or  supplement  the
Redemption  Price,  Final  Expiration  Date, the Purchase Price or the number of
1/1,000ths of a share of Preferred Shares for which a Right is exercisable.

Adjustment of Rights and Securities Upon Certain Events

     The Purchase Price payable,  and the number of Preferred  Shares (or Common
Shares or other  securities,  as the case may be) issuable  upon exercise of the
Rights are subject to  adjustment  from time to time to prevent  dilution (i) in




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the  event  of  a  share   dividend  on,  or  a   subdivision,   combination  or
reclassification  of the Preferred Shares, (ii) upon the grant to holders of the
Preferred  Shares of certain  rights or warrants to subscribe  for shares of the
Preferred Shares or convertible securities at less than the current market price
of the  Preferred  Shares  or (iii)  upon the  distribution  to  holders  of the
Preferred  Shares of  evidences of  indebtedness  or assets  (excluding  regular
periodic  cash  dividends  out of  earnings or  retained  earnings or  dividends
payable in the Preferred  Shares) or of  subscription  rights or warrants (other
than those referred to above).

     The number of outstanding  Rights  attached to each Common Share is subject
to  adjustment  in the event of a stock  split of the  Common  Shares or a stock
dividend  on the Common  Shares  payable in Common  Shares or a  subdivision  or
combination of the Common Shares, occurring prior to the Distribution Date.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1
percent in such Purchase Price. The Company is not required to issue fractional
shares (other than fractional shares which are integral multiples of 1/1,000ths
of a share of Preferred Shares) and, in lieu thereof, may make an adjustment in
cash based on the market price of the Preferred Shares on the last trading date
prior to the date of exercise.

Terms of Preferred Shares

     The voting powers,  preferences,  rights,  qualifications,  limitations and
restrictions applicable to the Preferred Shares are as follows:

     Dividends.  Each  Preferred  Share  entitles the holder  thereof to receive
quarterly  dividends  payable in cash, when, as and if declared by the Board out
of funds  legally  available  for that  purpose,  and only after  payment of, or
provision for, full dividends on all outstanding  shares of any senior series of
preferred  stock, but prior to the payment of any dividends on any junior series
of capital stock, in an amount per share equal to the greater of $10.00 or 1,000
times the aggregate cash and non-cash dividends or other distributions  declared
on the  Company's  Common  Shares.  The  Company is  required  to  declare  such
dividends on the Preferred Shares  immediately after it declares any dividend on
the Company's  Common Shares,  provided that if the Company does not declare any
dividend on the Common  Shares during any quarter,  the dividend  payable on the
Preferred  Shares is  nonetheless  payable.  Unpaid  dividends on the  Preferred
Shares accrue and are  cumulative,  but do not bear interest.  Dividends paid on
the Preferred Shares in an amount less than total accrued,  unpaid dividends are
allocated on a pro-rata basis.  The amount of the dividend  payable per share is
subject to appropriate adjustment for stock splits and other events.

     Restriction on  Distributions  and  Redemptions  When Dividends Are Unpaid.
During any time in which  dividends  on the  Preferred  Shares are  unpaid,  the
Company  generally may not pay any dividends on, make any  distributions  on, or
redeem  any  junior  series  of  capital  stock  of the  Company,  and any  such
distributions  on, or  redemption  of any parity  series of capital stock of the
Company shall be on a pro-rata basis with the Preferred Shares.

     Conversion. The Preferred Shares are not convertible into Common Shares.

     Redemption. The Preferred Shares are not redeemable.

     Voting. Each Preferred Share entitles the holder thereof to one vote on all
matters submitted to a vote of the Company's shareholders,  voting together with
holders of Common Shares as one class on all such  matters.  The number of votes
per share of Preferred  Shares is subject to appropriate  adjustment for certain
stock splits and other events.

     Liquidation.  In  the  event  of the  Company's  voluntary  or  involuntary
liquidation,  dissolution  or  winding  up, no  distribution  shall be made with
respect  to any  junior  series of  capital  stock  unless  the  holders  of the
Preferred Shares shall have first received a liquidation preference in an amount
equal to 1,000 times the aggregate  amount to be  distributed  to holders of the
Common Shares. In the event that there are insufficient  assets available to pay
the liquidation  preference of the holders of Preferred Shares in full, then the
Company's  remaining assets shall be distributed to the holders of the Preferred
Shares,  and the  holders of any series of  capital  stock on a parity  with the
Preferred Shares, on a pro-rata basis. The amount of the liquidation  preference
payable to holders of Preferred Shares is subject to appropriate  adjustment for
stock splits and other events.




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     Preemption.  Holders of Preferred Shares do not have preemptive rights with
respect to the purchase of any series of the Company's capital stock.

     Mergers. In the event of any merger,  consolidation or other transaction in
which Common  Shares are changed or exchanged,  holders of the Preferred  Shares
will be entitled to receive an amount equal to 1,000 times the aggregate  amount
of  consideration  received per Common Share.  The amount of consideration to be
received  by the  holders  of  Preferred  Shares  in the  event  of any  merger,
consolidation  or other  transaction  in which  Common  Shares  are  changed  or
exchanged  is  subject  to  appropriate  adjustment  for stock  splits and other
events.

     Fully Paid and Nonassessable. Once purchased, as provided for in the Rights
Agreement, Preferred Shares will be fully paid and nonassessable.

     Amendment.  The  voting  powers,   preferences,   rights,   qualifications,
limitations  and  restrictions  applicable  to the  Preferred  Shares may not be
materially  altered or changed  adversely to the holders of the Preferred Shares
except upon the written consent of holders of three-fourths of the nominal value
of the Preferred Shares  outstanding,  or by resolution passed by the holders of
the  Preferred  Shares,  voting  as a class,  at a  meeting  of the  holders  of
Preferred Shares.

No Rights as Shareholder

     Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

Certain Tax Consequences

     While the distribution of the Rights will not be taxable to shareholders of
the Company, shareholders may, depending on the circumstances, recognize taxable
income in the event that the Rights become  exercisable for the Preferred Shares
(or other securities, as the case may be) of the Company.

Rights Agreement

     This summary  description of the Rights does not purport to be complete and
is qualified in its  entirety by  reference  to the Rights  Agreement,  filed as
Exhibit 1 hereto.

Item 2. Exhibits.

     The following exhibits are filed as a part hereof:

     1.   Rights  Agreement,  dated as of October 25, 2001,  between Garmin Ltd.
          and UMB Bank, N.A., as Rights Agent (incorporated  herein by reference
          to  Exhibit  4 to the  Company's  Current  Report on Form 8-K filed on
          October 26, 2001).

     2.   Form of  Rights  Certificate,  included  as  Exhibit  B to the  Rights
          Agreement.

     3.   Memorandum  and  Articles of  Association  of Garmin Ltd. (as amended)
          (incorporated  herein by  reference  to Exhibit  3.1 to the  Company's
          Quarterly  Report on Form 10-Q for the fiscal  quarter  ended June 28,
          2003 and filed on August 13, 2003).



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                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                                  GARMIN LTD.


                                                   By: /s/ Andrew R. Etkind
                                                   Name:   Andrew R. Etkind
                                                   Title:  General Counsel &
                                                           Secretary

Dated: June 10, 2005




















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                                  EXHIBIT INDEX

     Exhibit
       No.                         Description
    --------                       -----------



       1.      Rights  Agreement,  dated as of October 25, 2001,  between Garmin
               Ltd. and UMB Bank, N.A., as Rights Agent (incorporated  herein by
               reference to Exhibit 4 to the  Company's  Current  Report on Form
               8-K filed on October 26, 2001).

       2.      Form of Rights  Certificate,  included as Exhibit B to the Rights
               Agreement.

       3.      Memorandum  and  Articles  of  Association  of  Garmin  Ltd.  (as
               amended)  (incorporated herein by reference to Exhibit 3.1 to the
               Company's  Quarterly  Report on Form 10-Q for the fiscal  quarter
               ended June 28, 2003 and filed on August 13, 2003).





















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