AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2000

                                                   REGISTRATION NO. ___-___
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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


                     METTLER-TOLEDO INTERNATIONAL INC.
           (Exact name of registrant as specified in its charter)

     DELAWARE                                                      13-3668641
 (State or other                                                    (I.R.S.
 jurisdiction of                                                    Employer
 incorporation or                                                Identification
  organization)                                                     Number)

                       IM LANGACHER, P.O. BOX MT-100
                             CH 8606 GREIFENSEE
                                SWITZERLAND
                  (Address of principal executive offices)

                   METTLER TOLEDO RETIREMENT SAVINGS PLAN
                          (Full title of the plan)


                            WILLIAM P. DONNELLY
                     METTLER-TOLEDO INTERNATIONAL INC.
                       IM LANGACHER, P.O. BOX MT-100
                             CH 8606 GREIFENSEE
                                SWITZERLAND
                              011 411 944 2211
         (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------
                                                PROPOSED      PROPOSED
                             AMOUNT TO          MAXIMUM       MAXIMUM
                                BE              OFFERING      AGGREGATE      AMOUNT OF
   TITLE OF SECURITIES      REGISTERED          PRICE PER     OFFERING     REGISTRATION
   TO BE REGISTERED (1)       (1) (2)           SHARE (3)     PRICE             FEE
---------------------------------------------------------------------------------------
<S>                         <C>                 <C>           <C>            <C>
Common Stock, par           1,000,000 shares    $36.9375      $36,937,500    $9,751.50
  value $.01 per share
---------------------------------------------------------------------------------------
<FN>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     as amended (the "Securities Act"), this registration statement covers
     an indeterminate amount of interests to be offered or sold pursuant to
     the employee benefit plan described herein.

(2)  Includes such additional number of shares as may be required in the
     event of a stock split, stock dividends or similar transaction in
     accordance with Rule 416(a) of the Securities Act.

(3)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act based upon the average
     of the high and low prices of the Registrant's common stock, par value
     $.01 per share, as reported by the New York Stock Exchange on
     February 25, 2000.
</FN>
</TABLE>

EXPLANATORY NOTE

     This Form S-8  Registration  Statement  relates to 1,000,000 shares of
common stock of Mettler-Toledo International Inc., par value $.01 per share
(the  "Common  Stock"),  which  may be  offered  under the  Mettler  Toledo
Retirement  Savings  Plan  (the  "Plan"),  and an  indeterminate  amount of
interests to be offered pursuant to the Plan.

                                   PART I

     The  documents  containing  information  specified  by  Part I of this
Registration Statement will be sent or given to participants in the Plan as
specified in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission  (the "SEC") under the  Securities  Act. Such  documents are not
required to be filed with the SEC but constitute  (along with the documents
incorporated by reference into this Registration Statement pursuant to Item
3 of Part II hereof) a prospectus  that meets the  requirements  of Section
10(a) of the Securities Act.

     References to "the Company"  shall mean  Mettler-Toledo  International
Inc., a Delaware corporation.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the New York Stock  Exchange,  20 Broad Street,
New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the termination of the offering:

     (a)  The  Company's  Annual  Report on Form 10-K for the  fiscal  year
          ended December 31, 1998, filed with the SEC on March 18, 1999;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1999 filed with the SEC on November 15, 1999;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1999 filed with the SEC on August 16, 1999;

     (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1999 filed with the SEC on May 7, 1999;

     (e)  The  Company's  Current  Report on Form 8-K filed with the SEC on
          March 17, 1999; and

     (f)  The  description of the Common Stock,  which is registered  under
          Section 12 of the Exchange  Act,  contained  in the  Registration
          Statement  on Form 8-A filed with the SEC on December  16,  1997,
          which  incorporates  by reference the  description  of the Common
          Stock  contained in the  Registration  Statement on Form S-1 (No.
          333-35597)  (originally filed on September 15, 1997), as amended,
          including  any  amendment  or  report  filed for the  purpose  of
          updating such description.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Not applicable.

     Item 6. Indemnification of Directors and Officers

     The Company, as a Delaware corporation, is empowered by Section 145 of
the General Corporation Law of the State of Delaware (the "DGCL"),  subject
to the procedures and limitations  stated therein,  to indemnify any person
against expenses (including attorneys' fees), judgments,  fines and amounts
paid in settlement  actually and  reasonably  incurred by him in connection
with any  threatened,  pending or completed  action,  suit or proceeding in
which such person is made or threatened to be made a party by reason of his
being or having been a director,  officer, employee or agent of the Company
or his  serving at the  request  of the  Company  as a  director,  officer,
employee or agent of another company or other entity.  The statute provides
that  indemnification  pursuant to its provisions is not exclusive of other
rights  of  indemnification  to which a person  may be  entitled  under any
by-law,  agreement,  vote of stockholders or  disinterested  directors,  or
otherwise. The Company's Amended By-Laws provide for indemnification by the
Company of its directors and officers to the full extent  authorized by the
DGCL.  Pursuant  to Section  145 of the DGCL,  the  Company  has  purchased
insurance  on behalf of its  present  and  former  directors  and  officers
against  liabilities  asserted against or incurred by them in such capacity
or arising out of their status as such.

     Pursuant to specific authority granted by Section 102 of the DGCL, the
Company's  Amended and Restated  Certificate of Incorporation  contains the
following provision regarding indemnification of directors:

     "To the fullest  extent  permitted by the  Delaware  General
     Corporation  Law as the  same  exists  or may  hereafter  be
     amended,  a Director of the Corporation  shall not be liable
     to the Corporation or its  stockholders for monetary damages
     for breach of fiduciary duty as a Director."

     The  Amended  By-laws  contain  the  following   provision   regarding
indemnification of directors and officers:

     "The   Corporation   shall  indemnify  to  the  full  extent
     authorized by law any person made or threatened to be made a
     party to an action,  suit or proceeding,  whether  criminal,
     civil administrative or investigative, by reason of the fact
     that he, his  testator  or  intestate  is or was a director,
     officer,  employee or agent of the  Corporation or is or was
     serving,  at the request of the Corporation,  as a director,
     officer,   employee   or  agent  of   another   corporation,
     partnership, joint venture, trust or other enterprise."

     The Company has entered into agreements to provide indemnification for
its  directors  and certain  officers  in  addition to the  indemnification
provided  for  in  the  Company's  Amended  and  Restated   Certificate  of
Incorporation and Amended By-Laws.  These  agreements,  among other things,
indemnify the directors,  to the fullest  extent  provided by Delaware law,
for  certain  expenses  (including   attorneys'  fees),   losses,   claims,
liabilities,  judgments,  fines and  settlement  amounts  incurred  by such
indemnitee in any action or  proceeding,  including any action by or in the
right of the  Company,  on account of  services as a director or officer of
any  affiliate  of the  Company,  or as a director  or officer of any other
company or  enterprise  that the  indemnitee  provides  services  to at the
request of the Company.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

4.1               Specimen Form of the Company's  Common Stock  Certificate
                  (Filed  as  Exhibit  4.3  to the  Company's  Registration
                  Statement,  as amended (File No. 333-35597),  on Form S-1
                  and incorporated by reference herein).

4.2               Amended and Restated  Certificate of Incorporation of the
                  Company  (Filed as Exhibit  3.1 to the  Company's  Annual
                  Report on Form 10-K for the fiscal year  ended   December
                  31, 1997 and incorporated by reference herein).

4.3               Amended  By-Laws of the Company  (Filed as Exhibit 3.2 to
                  the  Company's  Annual Report on Form 10-K for the period
                  ended  December  31, 1998 and  incorporated  by reference
                  herein).

4.4*              Mettler Toledo Retirement Savings Plan.

23.1*             Consent of KPMG Fides Peat, Independent Auditors.

24.1              Power  of  Attorney   (included  on  the  signature  page
                  included in this Part II).

----------------------
*   filed herewith

     The Company hereby undertakes that it will submit or has submitted the
Plan and any amendments thereto to the Internal Revenue Service in a timely
manner and has made all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code.

     Item 9. Undertakings

     The Company hereby undertakes:

     (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (ii) To reflect  in the  prospectus  any facts or events  arising
     after the effective  date of the  registration  statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in the registration statement; and

          (iii) To include any  material  information  with  respect to the
     plan of  distribution  not  previously  disclosed in the  registration
     statement  or  any  material   change  to  such   information  in  the
     registration statement.

     Provided,  however,  that the undertakings set forth in paragraphs (i)
     and (ii) above do not apply if the information required to be included
     in such  post-effective  amendment is  contained  in periodic  reports
     filed by the Company  pursuant  to Section 13 or Section  15(d) of the
     Exchange Act that are  incorporated  by reference in the  registration
     statement.

     (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein, and
the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
any  of  the  securities  being  registered  which  remain  unsold  at  the
termination of the offering.

     The Company hereby  undertakes  that, for purposes of determining  any
liability  under the  Securities  Act, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where  applicable,  each filing of an employee benefit plan's annual report
pursuant to Section  15(d) of the  Exchange  Act) that is  incorporated  by
reference  in  the  registration  statement  shall  be  deemed  to be a new
registration  statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the  Company  has  been  advised  that  in  the  opinion  of the  SEC  such
indemnification is against public policy as expressed in the Securities Act
and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other than the payment by the
Company of expenses incurred or paid by a director,  officer or controlling
person of the  Company in the  successful  defense of any  action,  suit or
proceeding) is asserted by such director,  officer or controlling person in
connection with the securities being  registered,  the Company will, unless
in the opinion of its counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final  adjudication  of such
issue.

                                 SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act,  the  Company
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly  authorized,  in the city of New York, State of New York, on
February 3, 2000.

                                          Mettler-Toledo International Inc.

                                          By: /s/ William P. Donnelly
                                             -------------------------------
                                             William P. Donnelly
                                             Chief Financial Officer


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That  the  undersigned   officers  and  directors  of   Mettler-Toledo
International Inc., a Delaware  corporation,  hereby constitute and appoint
Robert F. Spoerry, William P. Donnelly and James T. Bellerjeau, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and  resubstitution,  for him in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement  and  any   additional   registration   statements   pursuant  to
Instruction  E to  Form  S-8  and  any  and  all  documents  in  connection
therewith,  and to file  the  same,  with  all  exhibits  thereto,  and all
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission,  granting unto said  attorney-in-fact  and agent full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person,  and hereby ratifies,  approves
and  confirms  all  that  his  said  attorney-in-fact  and  agent,  or  his
substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.

Signature                   Title                                Date
---------                   -----                                ----

/s/ Robert F. Spoerry       Chairman of the Board,
------------------------    President and Chief            February 3, 2000
    Robert F. Spoerry       Executive Officer


/s/ William P. Donnelly     Chief Financial Officer        February 3, 2000
------------------------
    William P. Donnelly


/s/ Phillip Caldwell        Director                       February 3, 2000
------------------------
    Phillip Caldwell


/s/ Reginald H. Jones       Director                       February 3, 2000
------------------------
    Reginald H. Jones


/s/ John D. Macomber        Director                       February 3, 2000
------------------------
    John D. Macomber


/s/ George M. Milne         Director                       February 3, 2000
------------------------
    George M. Milne


/s/ Laurence Z.Y. Moh       Director                       February 3, 2000
------------------------
    Laurence Z.Y. Moh


/s/ Thomas P. Salice        Director                       February 3, 2000
------------------------
    Thomas P. Salice




                               PLAN SIGNATURE

     Pursuant to the requirements of the Securities Act, the  administrator
of the Plan has duly caused this Registration Statement to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Columbus, State of Ohio, on this 3rd day of February, 2000.


                                 METTLER TOLEDO RETIREMENT SAVINGS PLAN

                                 By: /s/ Lukas Braunschweiler
                                    ---------------------------------------
                                    Name:  Lukas Braunschweiler
                                    Title: President, Mettler-Toledo Inc.


<PAGE>


                             Index to Exhibits

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

4.1               Specimen Form of the Company's  Common Stock  Certificate
                  (Filed  as  Exhibit  4.3  to the  Company's  Registration
                  Statement,  as amended (File No. 333-35597),  on Form S-1
                  and incorporated by reference herein).

4.2               Amended and Restated  Certificate of Incorporation of the
                  Company  (Filed as Exhibit  3.1 to the  Company's  Annual
                  Report on Form  10-K for the fiscal year  ended  December
                  31, 1997 and incorporated by reference herein).

4.3               Amended  By-Laws of the Company  (Filed as Exhibit 3.2 to
                  the  Company's  Annual Report on Form 10-K for the period
                  ended  December  31, 1998 and  incorporated  by reference
                  herein).

4.4*              Mettler Toledo Retirement Savings Plan.

23.1*             Consent of KPMG Fides Peat, Independent Auditors.

24.1              Power  of  Attorney   (included  on  the  signature  page
                  included in this Part II).

-------------------------
*    filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21897}]
{"company-data": {"conformed-name": "METTLER TOLEDO INTERNATIONAL INC/", "cik": "0001037646", "assigned-sic": "3826", "irs-number": "133668641", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31636", "film-number": "560701"}, "business-address": {"street1": "IM LANGACHER P O BOX MT-100", "street2": "CH 8606 GREIFENSEE", "city": "SWITZERLAND", "state": "V8", "zip": "10022", "phone": "2126445900"}, "mail-address": {"street1": "IM LANGACHER", "street2": "P O BOX MT 100 CH 8606 GREIFENSEE", "city": "SWITZERLAND", "state": "V8", "zip": "10022"}, "former-company": [{"former-conformed-name": "METTLER TOLEDO INTERNATIONAL INC", "date-changed": "19971117"}, {"former-conformed-name": "MT INVESTORS INC", "date-changed": "19970411"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2000

                                                   REGISTRATION NO. ___-___
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

                     METTLER-TOLEDO INTERNATIONAL INC.
           (Exact name of registrant as specified in its charter)

     DELAWARE                                                      13-3668641
 (State or other                                                    (I.R.S.
 jurisdiction of                                                    Employer
 incorporation or                                                Identification
  organization)                                                     Number)

                       IM LANGACHER, P.O. BOX MT-100
                             CH 8606 GREIFENSEE
                                SWITZERLAND
                  (Address of principal executive offices)

                   METTLER TOLEDO RETIREMENT SAVINGS PLAN
                          (Full title of the plan)

                            WILLIAM P. DONNELLY
                     METTLER-TOLEDO INTERNATIONAL INC.
                       IM LANGACHER, P.O. BOX MT-100
                             CH 8606 GREIFENSEE
                                SWITZERLAND
                              011 411 944 2211
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------
                                                PROPOSED      PROPOSED
                             AMOUNT TO          MAXIMUM       MAXIMUM
                                BE              OFFERING      AGGREGATE      AMOUNT OF
   TITLE OF SECURITIES      REGISTERED          PRICE PER     OFFERING     REGISTRATION
   TO BE REGISTERED (1)       (1) (2)           SHARE (3)     PRICE             FEE
---------------------------------------------------------------------------------------
Common Stock, par           1,000,000 shares    $36.9375      $36,937,500    $9,751.50
  value $.01 per share
---------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     as amended (the "Securities Act"), this registration statement covers
     an indeterminate amount of interests to be offered or sold pursuant to
     the employee benefit plan described herein.

(2)  Includes such additional number of shares as may be required in the
     event of a stock split, stock dividends or similar transaction in
     accordance with Rule 416(a) of the Securities Act.

(3)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act based upon the average
     of the high and low prices of the Registrant's common stock, par value
     $.01 per share, as reported by the New York Stock Exchange on
     February 25, 2000.
EXPLANATORY NOTE

     This Form S-8  Registration  Statement  relates to 1,000,000 shares of
common stock of Mettler-Toledo International Inc., par value $.01 per share
(the  "Common  Stock"),  which  may be  offered  under the  Mettler  Toledo
Retirement  Savings  Plan  (the  "Plan"),  and an  indeterminate  amount of
interests to be offered pursuant to the Plan.

                                   PART I

     The  documents  containing  information  specified  by  Part I of this
Registration Statement will be sent or given to participants in the Plan as
specified in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission  (the "SEC") under the  Securities  Act. Such  documents are not
required to be filed with the SEC but constitute  (along with the documents
incorporated by reference into this Registration Statement pursuant to Item
3 of Part II hereof) a prospectus  that meets the  requirements  of Section
10(a) of the Securities Act.

     References to "the Company"  shall mean  Mettler-Toledo  International
Inc., a Delaware corporation.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the New York Stock  Exchange,  20 Broad Street,
New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the termination of the offering:

     (a)  The  Company's  Annual  Report on Form 10-K for the  fiscal  year
          ended December 31, 1998, filed with the SEC on March 18, 1999;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1999 filed with the SEC on November 15, 1999;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1999 filed with the SEC on August 16, 1999;

     (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1999 filed with the SEC on May 7, 1999;

     (e)  The  Company's  Current  Report on Form 8-K filed with the SEC on
          March 17, 1999; and

     (f)  The  description of the Common Stock,  which is registered  under
          Section 12 of the Exchange  Act,  contained  in the  Registration
          Statement  on Form 8-A filed with the SEC on December  16,  1997,
          which  incorporates  by reference the  description  of the Common
          Stock  contained in the  Registration  Statement on Form S-1 (No.
          333-35597)  (originally filed on September 15, 1997), as amended,
          including  any  amendment  or  report  filed for the  purpose  of
          updating such description.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Not applicable.

     Item 6. Indemnification of Directors and Officers

     The Company, as a Delaware corporation, is empowered by Section 145 of
the General Corporation Law of the State of Delaware (the "DGCL"),  subject
to the procedures and limitations  stated therein,  to indemnify any person
against expenses (including attorneys' fees), judgments,  fines and amounts
paid in settlement  actually and  reasonably  incurred by him in connection
with any  threatened,  pending or completed  action,  suit or proceeding in
which such person is made or threatened to be made a party by reason of his
being or having been a director,  officer, employee or agent of the Company
or his  serving at the  request  of the  Company  as a  director,  officer,
employee or agent of another company or other entity.  The statute provides
that  indemnification  pursuant to its provisions is not exclusive of other
rights  of  indemnification  to which a person  may be  entitled  under any
by-law,  agreement,  vote of stockholders or  disinterested  directors,  or
otherwise. The Company's Amended By-Laws provide for indemnification by the
Company of its directors and officers to the full extent  authorized by the
DGCL.  Pursuant  to Section  145 of the DGCL,  the  Company  has  purchased
insurance  on behalf of its  present  and  former  directors  and  officers
against  liabilities  asserted against or incurred by them in such capacity
or arising out of their status as such.

     Pursuant to specific authority granted by Section 102 of the DGCL, the
Company's  Amended and Restated  Certificate of Incorporation  contains the
following provision regarding indemnification of directors:

     "To the fullest  extent  permitted by the  Delaware  General
     Corporation  Law as the  same  exists  or may  hereafter  be
     amended,  a Director of the Corporation  shall not be liable
     to the Corporation or its  stockholders for monetary damages
     for breach of fiduciary duty as a Director."

     The  Amended  By-laws  contain  the  following   provision   regarding
indemnification of directors and officers:

     "The   Corporation   shall  indemnify  to  the  full  extent
     authorized by law any person made or threatened to be made a
     party to an action,  suit or proceeding,  whether  criminal,
     civil administrative or investigative, by reason of the fact
     that he, his  testator  or  intestate  is or was a director,
     officer,  employee or agent of the  Corporation or is or was
     serving,  at the request of the Corporation,  as a director,
     officer,   employee   or  agent  of   another   corporation,
     partnership, joint venture, trust or other enterprise."

     The Company has entered into agreements to provide indemnification for
its  directors  and certain  officers  in  addition to the  indemnification
provided  for  in  the  Company's  Amended  and  Restated   Certificate  of
Incorporation and Amended By-Laws.  These  agreements,  among other things,
indemnify the directors,  to the fullest  extent  provided by Delaware law,
for  certain  expenses  (including   attorneys'  fees),   losses,   claims,
liabilities,  judgments,  fines and  settlement  amounts  incurred  by such
indemnitee in any action or  proceeding,  including any action by or in the
right of the  Company,  on account of  services as a director or officer of
any  affiliate  of the  Company,  or as a director  or officer of any other
company or  enterprise  that the  indemnitee  provides  services  to at the
request of the Company.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

4.1               Specimen Form of the Company's  Common Stock  Certificate
                  (Filed  as  Exhibit  4.3  to the  Company's  Registration
                  Statement,  as amended (File No. 333-35597),  on Form S-1
                  and incorporated by reference herein).

4.2               Amended and Restated  Certificate of Incorporation of the
                  Company  (Filed as Exhibit  3.1 to the  Company's  Annual
                  Report on Form 10-K for the fiscal year  ended   December
                  31, 1997 and incorporated by reference herein).

4.3               Amended  By-Laws of the Company  (Filed as Exhibit 3.2 to
                  the  Company's  Annual Report on Form 10-K for the period
                  ended  December  31, 1998 and  incorporated  by reference
                  herein).

4.4*              Mettler Toledo Retirement Savings Plan.

23.1*             Consent of KPMG Fides Peat, Independent Auditors.

24.1              Power  of  Attorney   (included  on  the  signature  page
                  included in this Part II).

----------------------
*   filed herewith

     The Company hereby undertakes that it will submit or has submitted the
Plan and any amendments thereto to the Internal Revenue Service in a timely
manner and has made all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code.

     Item 9. Undertakings

     The Company hereby undertakes:

     (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (ii) To reflect  in the  prospectus  any facts or events  arising
     after the effective  date of the  registration  statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in the registration statement; and

          (iii) To include any  material  information  with  respect to the
     plan of  distribution  not  previously  disclosed in the  registration
     statement  or  any  material   change  to  such   information  in  the
     registration statement.

     Provided,  however,  that the undertakings set forth in paragraphs (i)
     and (ii) above do not apply if the information required to be included
     in such  post-effective  amendment is  contained  in periodic  reports
     filed by the Company  pursuant  to Section 13 or Section  15(d) of the
     Exchange Act that are  incorporated  by reference in the  registration
     statement.

     (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein, and
the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
any  of  the  securities  being  registered  which  remain  unsold  at  the
termination of the offering.

     The Company hereby  undertakes  that, for purposes of determining  any
liability  under the  Securities  Act, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where  applicable,  each filing of an employee benefit plan's annual report
pursuant to Section  15(d) of the  Exchange  Act) that is  incorporated  by
reference  in  the  registration  statement  shall  be  deemed  to be a new
registration  statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the  Company  has  been  advised  that  in  the  opinion  of the  SEC  such
indemnification is against public policy as expressed in the Securities Act
and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other than the payment by the
Company of expenses incurred or paid by a director,  officer or controlling
person of the  Company in the  successful  defense of any  action,  suit or
proceeding) is asserted by such director,  officer or controlling person in
connection with the securities being  registered,  the Company will, unless
in the opinion of its counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final  adjudication  of such
issue.

                                 SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act,  the  Company
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly  authorized,  in the city of New York, State of New York, on
February 3, 2000.

                                          Mettler-Toledo International Inc.

                                          By: /s/ William P. Donnelly
                                             -------------------------------
                                             William P. Donnelly
                                             Chief Financial Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That  the  undersigned   officers  and  directors  of   Mettler-Toledo
International Inc., a Delaware  corporation,  hereby constitute and appoint
Robert F. Spoerry, William P. Donnelly and James T. Bellerjeau, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and  resubstitution,  for him in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement  and  any   additional   registration   statements   pursuant  to
Instruction  E to  Form  S-8  and  any  and  all  documents  in  connection
therewith,  and to file  the  same,  with  all  exhibits  thereto,  and all
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission,  granting unto said  attorney-in-fact  and agent full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person,  and hereby ratifies,  approves
and  confirms  all  that  his  said  attorney-in-fact  and  agent,  or  his
substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.

Signature                   Title                                Date
---------                   -----                                ----

/s/ Robert F. Spoerry       Chairman of the Board,
------------------------    President and Chief            February 3, 2000
    Robert F. Spoerry       Executive Officer

/s/ William P. Donnelly     Chief Financial Officer        February 3, 2000
------------------------
    William P. Donnelly

/s/ Phillip Caldwell        Director                       February 3, 2000
------------------------
    Phillip Caldwell

/s/ Reginald H. Jones       Director                       February 3, 2000
------------------------
    Reginald H. Jones

/s/ John D. Macomber        Director                       February 3, 2000
------------------------
    John D. Macomber

/s/ George M. Milne         Director                       February 3, 2000
------------------------
    George M. Milne

/s/ Laurence Z.Y. Moh       Director                       February 3, 2000
------------------------
    Laurence Z.Y. Moh

/s/ Thomas P. Salice        Director                       February 3, 2000
------------------------
    Thomas P. Salice

                               PLAN SIGNATURE

     Pursuant to the requirements of the Securities Act, the  administrator
of the Plan has duly caused this Registration Statement to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Columbus, State of Ohio, on this 3rd day of February, 2000.

                                 METTLER TOLEDO RETIREMENT SAVINGS PLAN

                                 By: /s/ Lukas Braunschweiler
                                    ---------------------------------------
                                    Name:  Lukas Braunschweiler
                                    Title: President, Mettler-Toledo Inc.
Index to Exhibits

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

4.1               Specimen Form of the Company's  Common Stock  Certificate
                  (Filed  as  Exhibit  4.3  to the  Company's  Registration
                  Statement,  as amended (File No. 333-35597),  on Form S-1
                  and incorporated by reference herein).

4.2               Amended and Restated  Certificate of Incorporation of the
                  Company  (Filed as Exhibit  3.1 to the  Company's  Annual
                  Report on Form  10-K for the fiscal year  ended  December
                  31, 1997 and incorporated by reference herein).

4.3               Amended  By-Laws of the Company  (Filed as Exhibit 3.2 to
                  the  Company's  Annual Report on Form 10-K for the period
                  ended  December  31, 1998 and  incorporated  by reference
                  herein).

4.4*              Mettler Toledo Retirement Savings Plan.

23.1*             Consent of KPMG Fides Peat, Independent Auditors.

24.1              Power  of  Attorney   (included  on  the  signature  page
                  included in this Part II).

-------------------------
*    filed herewith