SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                  FORM 8-A12G/A

                                 AMENDMENT NO. 1

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



                                   GARMIN LTD.
             (Exact name of Registrant as specified in its charter)


    CAYMAN ISLANDS                                            98-0229227
(State of incorporation                                    (I.R.S. Employer
   or organization)                                        Identification No.)


P.O. BOX 30464SMB
5TH FLOOR, HARBOUR PLACE
103 SOUTH CHURCH STREET
GEORGE TOWN, GRAND CAYMAN, CAYMAN ISLANDS                  NOT APPLICABLE
(Address of principal executive offices)                   (Zip Code)


     If this form relates to the registration of a class of securities  pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), check the following box. [ ] Not Applicable.

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), check the following box. [x]

     Securities  Act  registration  statement  file  number  to which  this form
relates: Not applicable.

     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



                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

     This Amendment No. 1 amends the Registrant's Registration Statement on Form
8-A dated June 10, 2005 (the  "Registration  Statement") in connection  with the
Registrant's  registration of the Rights to Purchase  Series A Preferred  Shares
("Rights").

     This  Amendment  No. 1 is being  filed to  include  as an  exhibit  to this
Registration  Statement  the  Amendment  dated  as  of  November  7,  2005  (the
"Amendment")  to the Rights  Agreement  (the  "Rights  Agreement")  between  the
Company and UMB Bank,  n.a.,  dated as of October 25, 2001. The Amendment is for
the  purposes  of  clarifying  a  possible   ambiguity  and  correcting  certain
typographical  errors  contained  in the  Rights  Agreement.  Except as  amended
hereby, there are no other changes to the Registration Statement.

ITEM 1.        DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

               No changes.

ITEM 2.        EXHIBITS.

  1.1          Amendment  dated as of November  7, 2005 to the Rights  Agreement
               dated as of October  25,  2001  between the Company and UMB Bank,
               n.a.


                                    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, thereto duly authorized.

                                    GARMIN LTD.



Date:  November 11, 2005            By:   /s/ Andrew R. Etkind
                                        ---------------------------------
                                          Andrew R. Etkind
                                          General Counsel and Secretary





                                  EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION

   1.1              Amendment  dated  as of  November  7,  2005  to  the  Rights
                    Agreement  dated as of October 25, 2001  between the Company
                    and UMB Bank, n.a.