FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * ELLER DONALD   2. Issuer Name and Ticker or Trading Symbol GARMIN LTD [GRMN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3111 BEL AIR DRIVE, NO. 18G 3. Date of Earliest Transaction (Month/Day/Year) 01/12/2006 (Street) LAS VEGAS, NV 89109 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 01/12/2006   J(1)(2)(3)(4)   169,970 D (1) (2) (3) (4) 1,232,649 (5) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Variable prepaid forward contract (put equivalent position)

(1) (2) (3) (4)

01/12/2006

J(1)(2)(3)(4)

200,000

(1)(2)(3)(4)

(1)(2)(3)(4)

Common Shares

200,000

(1) (2) (3) (4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ELLER DONALD 3111 BEL AIR DRIVE, NO. 18G LAS VEGAS, NV 89109	X

Signatures

/s/ Donald H. Eller		01/17/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On January 12, 2006, the reporting person settled his obligation to deliver common shares of the issuer (Common Shares) or an equivalent amount of cash (if elected by him) pursuant to a prepaid variable forward contract entered into on or about November 22, 2002 with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer a minimum of 169,970 Common Shares and up to a maximum of 200,000 Common Shares (or an equivalent amount of cash) on the maturity date of the contract (January 12, 2006 or such earlier date as the parties determined). In exchange for assuming this obligation, the reporting person received a cash payment of $3,977,189.40 as of the date of entering into the contract. The reporting person pledged 200,000 Common Shares to secure his obligations under the contract, and retained voting rights in the pledged shares during the period of the pledge.
(2)	The contract provided that the number of Common Shares (or equivalent amount of cash) deliverable by the reporting person on the maturity date would be determined as set forth in footnote (3) below, on the basis of share prices of the Common Shares that were subject to adjustment for events specified in the contract.
(3)	(a) If the maturity date closing price (the Settlement Price) had been less than or equal to $23.91 (the Initial Share Price) the reporting person would have delivered to the buyer 200,000 Common Shares; (b) If the Settlement Price had been between the Initial Share Price and $33.473 (the Cap Price), the reporting person would have delivered to the buyer a number of shares determined by multiplying 200,000 by the Initial Share Price, and dividing the resulting number by the Settlement Price; and (c) Because the Settlement Price was equal or greater than the Cap Price, the reporting person was required to deliver to the buyer a number of shares determined by multiplying 200,000 by the sum of the Initial Share Price and the excess of the Settlement Price over the Cap Price, and dividing the resulting number by the Settlement Price.
(4)	The Settlement Price of the Common Shares was $63.69. Accordingly, on Janaury 12, 2006, the reporting person settled his obligation by delivering to the buyer 169,970 Common Shares, having a value of $10,825,389, and retaining ownership of the remaining 30,030 pledged Common Shares.
(5)	Includes 200,000 Common Shares subject to a prepaid variable forward contract described in a Form 4 filed by the reporting person dated December 16, 2004.

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