As filed with the Securities and Exchange Commission on May 14, 1998
                                                    Registration No. 333-_____

-------------------------------------------------------------------------------
                     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 jurisdiction of             (I.R.S.Employer Identification No.)
incorporation or organization)

                        Im Langacher, P.O. Box MT-100
                             CH 8606 Greifensee
                                 Switzerland
         (Address of principal executive offices, including zip code)

                      METTLER-TOLEDO INTERNATIONAL INC.
                 1997 AMENDED AND RESTATED STOCK OPTION PLAN

                             William P. Donnelly
                      METTLER-TOLEDO INTERNATIONAL INC.
                        Im Langacher, P.O. Box MT-100
                             CH 8606 Greifensee
                                 Switzerland

                    (Name, address and telephone number,
                 including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                           Proposed Maximum      Proposed Maximum
Title of securities    Amount to be        offering price        aggregate offering       Amount of
 to be registered       registered            per share               price            registration fee
----------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                  <C>                  <C>

Common Stock           6,368,445(1)           * (2)                * (2)                 $23,726.83(2)
($.01 par value)
------------------------------------------- --------------------------------------------------------------

(1)  Includes an indeterminate number of shares of Common Stock that may be
     issuable  by  reason  of stock  splits,  stock  dividends  or  similar
     transactions  in accordance  with Rule 416 under the Securities Act of
     1933.

(2)  As of the date hereof,  options to purchase 3,537,047 shares of Common
     Stock  of  the   Registrant   have  been   granted   pursuant  to  the
     Mettler-Toledo  International  Inc.  1997 Amended and  Restated  Stock
     Option Plan at a  weighted-average  exercise  price of $7.95 per share
     and 871,693 shares of Common Stock of the Registrant have been granted
     pursuant to the  Mettler-Toledo  International  Inc.  1997 Amended and
     Restated  Stock Option Plan at a  weighted-average  exercise  price of
     $15.89 per share.  The  registration  fee for the foregoing  shares is
     based  upon  such  exercise  prices.  Pursuant  to  Rule  457(c),  the
     registration  fee for the  1,959,705  remaining  shares not  currently
     subject to  outstanding  options is based upon a price of $19.625  per
     share,  the average of the high and low sales prices for the Company's
     common stock on May 11, 1998.
</TABLE>

                              EXPLANATORY NOTE

This  Registration  Statement  on Form S-8 relates to the  registration  of
6,368,445  shares of common  stock,  par value $.01 per share (the  "Common
Stock"),  which are issuable  upon the exercise of options which have been,
or remain to be, granted under the  Mettler-Toledo  International Inc. 1997
Amended and Restated Stock Option Plan.

PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

     Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Not required to be filed with this Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  documents,  which are filed  with the  Securities  and
Exchange   Commission  (the   "Commission"),   are   incorporated  in  this
Registration Statement by reference:

(1)  The Company's  Annual Report on Form 10-K for the year ended  December
     31, 1997;

(2)  The Company's  Quarterly  Report on Form 10-Q for the quarterly period
     ended March 31, 1998; and

(3)  The description of the Common Stock, which is registered under Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
contained  in the  Registration  Statement  on  Form  8-A  filed  with  the
Commission  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.

     All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act,  prior to the filing of a
post-effective  amendment  which  indicates that all shares of Common Stock
offered  hereby  have been sold or which  deregisters  all shares of Common
Stock  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein and to be part hereof from the date of the filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Certain Legal matters with respect to the validity of the Common Stock
offered hereby will be passed upon for the Company by Fried, Frank, Harris,
Shriver & Jacobson (a  partnership  including  professional  corporations),
London,  England. A partnership in which partners of Fried, Frank,  Harris,
Shriver & Jacobson are partners is a shareholder of the Company.

     The   financial   statements   incorporated   by   reference  in  this
Registration  Statement  from the Company's  Annual Report on Form 10-K for
the year ended  December  31,  1997 have been  audited by KPMG Fides  Peat,
independent auditors, as set forth in their report which is incorporated by
reference  herein and has been so  incorporated in reliance upon the report
given  upon  the  authority  of such  firm as  experts  in  accounting  and
auditing.

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 provides 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 Ending  December  31, 1997
               and incorporated by reference herein)

4.3            Amended  By-Laws of the Company (Filed as Exhibit 3.1 to the
               Company's  Annual  Report on Form 10-K for the period ending
               December 31, 1997 and incorporated by reference herein)

4.4            Mettler-Toledo  International Inc. 1997 Amended and Restated
               Stock  Option Plan (Filed as Exhibit  10.1 to the  Company's
               Quarterly Report on Form 10-Q for the quarterly period ended
               March 31, 1998 and incorporated by reference herein)

5.1            Opinion of Fried,  Frank,  Harris,  Shriver & Jacobson as to
               the  validity of the shares of Common  Stock  covered by the
               Registration Statement

23.1           Consent  of  Fried,  Frank,   Harris,   Shriver  &  Jacobson
               (included in Exhibit 5.1)

23.2           Consent of KPMG Fides Peat, Independent Auditors

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

ITEM 9.  UNDERTAKINGS

(a)  The undersigned registrant 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 of 1933;

          (ii)    to  reflect  in the  prospectus  any  facts or  events
                  arising after the effective date of this  Registration
                  Statement   (or   the   most   recent   post-effective
                  amendment  hereto)  which,   individually  or  in  the
                  aggregate,  represent  a  fundamental  change  in  the
                  information    set   forth   in   this    Registration
                  Statement.    Notwithstanding   the   foregoing,   any
                  increase or decrease in volume of  securities  offered
                  (if the  total  dollar  value  of  securities  offered
                  would not exceed  that which was  registered)  and any
                  deviation  from the low or high  end of the  estimated
                  maximum  offering  range may be  reflected in the form
                  of prospectus  filed with the  Commission  pursuant to
                  Rule 424(b)  if,  in the  aggregate,  the  changes  in
                  volume  and price  represent  no more than 20  percent
                  change in the  maximum  aggregate  offering  price set
                  forth in the  "Calculation of Registration  Fee" table
                  in the effective 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 this Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
          not  apply  if  the  information  required  to be  included  in a
          post-effective  amendment  by those  paragraphs  is  contained in
          periodic  reports filed by the registrant  pursuant to Section 13
          or Section  15(d) of the  Exchange Act that are  incorporated  by
          reference in this 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.

(b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
     determining  any  liability  under the  Securities  Act of 1933,  each
     filing of the registrant'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.

(c)  Insofar  as   indemnification   for  liabilities   arising  under  the
     Securities  Act of 1933 may be  permitted to  directors,  officers and
     controlling  persons  of the  registrant  pursuant  to  the  foregoing
     provisions,  or otherwise, the registrant has been advised that in the
     opinion of the  Commission  such  indemnification  is  against  public
     policy as expressed in the Securities  Act of 1933 and is,  therefore,
     unenforceable.  In the event that a claim for indemnification  against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director,  officer or controlling  person of the
     registrant  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
     registrant  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 of 1933
     and will be governed by the final adjudication of such issue.


                                 SIGNATURES

     PURSUANT  TO THE  REQUIREMENTS  OF THE  SECURITIES  ACT OF  1933,  THE
REGISTRANT  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
THE 14TH OF MAY, 1998.

                                    METTLER-TOLEDO INTERNATIONAL INC.

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

                                  Officer

     KNOWN ALL MEN BY THESE  PRESENTS,  that each person whose name appears
below  consitutes  and appoints  Robert F. Spoerry and William P. Donnelly,
and each of them, his true and lawful  attorney-in-fact and agent with full
power of substitution  and  resubstitution,  for him and in his name, place
and  stead,  in any and all  capacities,  to  sign  any and all  amendments
(including  post-effective  amendments) to this Registration  Statement, as
well as any related  Registration  Statement (or amendment  thereto)  filed
pursuant to Rule 462(b)  promulgated  under the Securities Act of 1933, and
to file  the  same,  with all  exhibits  thereto  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting
unto said  attorneys-in-fact  and agents,  and each of them, full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in connection  therewith,  as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all  that  said  attorneys-in-fact  and  agents,  or  any  of  them  or his
substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

     This Power of Attorney may be executed in multiple counterparts,  each
of which  shall be  deemed an  original,  but which  taken  together  shall
constitute one instrument.

     PURSUANT  TO THE  REQUIREMENTS  OF THE  SECURITIES  ACT  OF  1933,  AS
AMENDED,  THIS  REGISTRATION  STATEMENT  HAS BEEN  SIGNED BY THE  FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:

         SIGNATURE                        TITLE                       DATE
         ---------                        -----                       ----

/s/ Robert F. Spoerry                                           May 14, 1998
-------------------------                                     ---------------
   Robert F. Spoerry       President and Chief Executive
                           Officer (Principal Executive
                           Officer), Director


/s/ William P. Donnelly                                         May 14, 1998
-------------------------                                     ---------------
   William P. Donnelly     Chief Financial Officer


/s/ Philip Caldwell                                             May 14, 1998
-------------------------                                     ---------------
   Philip Caldwell         Chairman of the Board


/s/ Reginal H. Jones                                            May 14, 1998
-------------------------                                     ---------------
   Reginal H. Jones        Director


/s/ John D. Macomber                                            May 14, 1998
-------------------------                                     ---------------
   John D. Macomber        Director


/s/ John M. Manser                                              May 14, 1998 
-------------------------                                     ---------------
   John M. Manser          Director



/s/ Laurence Z.Y. Moh                                           May 14, 1998
-------------------------                                     ---------------
   Laurence Z.Y. Moh       Director


/s/ Thomas P. Salice                                            May 14, 1998
-------------------------                                     ---------------
   Thomas P. Salice        Director







                             EXHIBIT INDEX

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 Ending  December  31, 1997
               and incorporated by reference herein)

4.3            Amended  By-Laws of the Company (Filed as Exhibit 3.1 to the
               Company's  Annual  Report on Form 10-K for the period ending
               December 31, 1997 and incorporated by reference herein)

4.4            Mettler-Toledo  International Inc. 1997 Amended and Restated
               Stock  Option Plan (Filed as Exhibit  10.1 to the  Company's
               Quarterly Report on Form 10-Q for the quarterly period ended
               March 31, 1998 and incorporated by reference herein)

5.1            Opinion of Fried,  Frank,  Harris,  Shriver & Jacobson as to
               the  validity of the shares of Common  Stock  covered by the
               Registration Statement

23.1           Consent  of  Fried,  Frank,   Harris,   Shriver  &  Jacobson
               (included in Exhibit 5.1)

23.2           Consent of KPMG Fides Peat, Independent Auditors

24.1           Power of Attorney  (included on the signature  page included
               in this Part II)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22986}]
{"company-data": {"conformed-name": "METTLER TOLEDO INTERNATIONAL INC/", "cik": "0001037646", "assigned-sic": "3590", "irs-number": "133668641", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52661", "film-number": "98620882"}, "business-address": {"street1": "IM LANGACHER", "street2": "65 E 55TH STP O BOX MT 100 CH 8606", "city": "SWITZERLAND", "state": "V8", "phone": "2126445900"}, "mail-address": {"street1": "IM LANGACHER", "street2": "P O BOX MT 100 CH 8606 GREIFENSEE", "city": "SWITZERLAND", "state": "V8"}, "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 May 14, 1998
                                                    Registration No. 333-_____

-------------------------------------------------------------------------------
                     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 jurisdiction of             (I.R.S.Employer Identification No.)
incorporation or organization)

                        Im Langacher, P.O. Box MT-100
                             CH 8606 Greifensee
                                 Switzerland
         (Address of principal executive offices, including zip code)

                      METTLER-TOLEDO INTERNATIONAL INC.
                 1997 AMENDED AND RESTATED STOCK OPTION PLAN

                             William P. Donnelly
                      METTLER-TOLEDO INTERNATIONAL INC.
                        Im Langacher, P.O. Box MT-100
                             CH 8606 Greifensee
                                 Switzerland

                    (Name, address and telephone number,
                 including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                           Proposed Maximum      Proposed Maximum
Title of securities    Amount to be        offering price        aggregate offering       Amount of
 to be registered       registered            per share               price            registration fee
----------------------------------------------------------------------------------------------------------
Common Stock           6,368,445(1)           * (2)                * (2)                 $23,726.83(2)
($.01 par value)
------------------------------------------- --------------------------------------------------------------

(1)  Includes an indeterminate number of shares of Common Stock that may be
     issuable  by  reason  of stock  splits,  stock  dividends  or  similar
     transactions  in accordance  with Rule 416 under the Securities Act of
     1933.

(2)  As of the date hereof,  options to purchase 3,537,047 shares of Common
     Stock  of  the   Registrant   have  been   granted   pursuant  to  the
     Mettler-Toledo  International  Inc.  1997 Amended and  Restated  Stock
     Option Plan at a  weighted-average  exercise  price of $7.95 per share
     and 871,693 shares of Common Stock of the Registrant have been granted
     pursuant to the  Mettler-Toledo  International  Inc.  1997 Amended and
     Restated  Stock Option Plan at a  weighted-average  exercise  price of
     $15.89 per share.  The  registration  fee for the foregoing  shares is
     based  upon  such  exercise  prices.  Pursuant  to  Rule  457(c),  the
     registration  fee for the  1,959,705  remaining  shares not  currently
     subject to  outstanding  options is based upon a price of $19.625  per
     share,  the average of the high and low sales prices for the Company's
     common stock on May 11, 1998.
EXPLANATORY NOTE

This  Registration  Statement  on Form S-8 relates to the  registration  of
6,368,445  shares of common  stock,  par value $.01 per share (the  "Common
Stock"),  which are issuable  upon the exercise of options which have been,
or remain to be, granted under the  Mettler-Toledo  International Inc. 1997
Amended and Restated Stock Option Plan.

PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

     Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Not required to be filed with this Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  documents,  which are filed  with the  Securities  and
Exchange   Commission  (the   "Commission"),   are   incorporated  in  this
Registration Statement by reference:

(1)  The Company's  Annual Report on Form 10-K for the year ended  December
     31, 1997;

(2)  The Company's  Quarterly  Report on Form 10-Q for the quarterly period
     ended March 31, 1998; and

(3)  The description of the Common Stock, which is registered under Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
contained  in the  Registration  Statement  on  Form  8-A  filed  with  the
Commission  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.

     All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act,  prior to the filing of a
post-effective  amendment  which  indicates that all shares of Common Stock
offered  hereby  have been sold or which  deregisters  all shares of Common
Stock  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein and to be part hereof from the date of the filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Certain Legal matters with respect to the validity of the Common Stock
offered hereby will be passed upon for the Company by Fried, Frank, Harris,
Shriver & Jacobson (a  partnership  including  professional  corporations),
London,  England. A partnership in which partners of Fried, Frank,  Harris,
Shriver & Jacobson are partners is a shareholder of the Company.

     The   financial   statements   incorporated   by   reference  in  this
Registration  Statement  from the Company's  Annual Report on Form 10-K for
the year ended  December  31,  1997 have been  audited by KPMG Fides  Peat,
independent auditors, as set forth in their report which is incorporated by
reference  herein and has been so  incorporated in reliance upon the report
given  upon  the  authority  of such  firm as  experts  in  accounting  and
auditing.

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 provides 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 Ending  December  31, 1997
               and incorporated by reference herein)

4.3            Amended  By-Laws of the Company (Filed as Exhibit 3.1 to the
               Company's  Annual  Report on Form 10-K for the period ending
               December 31, 1997 and incorporated by reference herein)

4.4            Mettler-Toledo  International Inc. 1997 Amended and Restated
               Stock  Option Plan (Filed as Exhibit  10.1 to the  Company's
               Quarterly Report on Form 10-Q for the quarterly period ended
               March 31, 1998 and incorporated by reference herein)

5.1            Opinion of Fried,  Frank,  Harris,  Shriver & Jacobson as to
               the  validity of the shares of Common  Stock  covered by the
               Registration Statement

23.1           Consent  of  Fried,  Frank,   Harris,   Shriver  &  Jacobson
               (included in Exhibit 5.1)

23.2           Consent of KPMG Fides Peat, Independent Auditors

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

ITEM 9.  UNDERTAKINGS

(a)  The undersigned registrant 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 of 1933;

          (ii)    to  reflect  in the  prospectus  any  facts or  events
                  arising after the effective date of this  Registration
                  Statement   (or   the   most   recent   post-effective
                  amendment  hereto)  which,   individually  or  in  the
                  aggregate,  represent  a  fundamental  change  in  the
                  information    set   forth   in   this    Registration
                  Statement.    Notwithstanding   the   foregoing,   any
                  increase or decrease in volume of  securities  offered
                  (if the  total  dollar  value  of  securities  offered
                  would not exceed  that which was  registered)  and any
                  deviation  from the low or high  end of the  estimated
                  maximum  offering  range may be  reflected in the form
                  of prospectus  filed with the  Commission  pursuant to
                  Rule 424(b)  if,  in the  aggregate,  the  changes  in
                  volume  and price  represent  no more than 20  percent
                  change in the  maximum  aggregate  offering  price set
                  forth in the  "Calculation of Registration  Fee" table
                  in the effective 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 this Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
          not  apply  if  the  information  required  to be  included  in a
          post-effective  amendment  by those  paragraphs  is  contained in
          periodic  reports filed by the registrant  pursuant to Section 13
          or Section  15(d) of the  Exchange Act that are  incorporated  by
          reference in this 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.

(b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
     determining  any  liability  under the  Securities  Act of 1933,  each
     filing of the registrant'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.

(c)  Insofar  as   indemnification   for  liabilities   arising  under  the
     Securities  Act of 1933 may be  permitted to  directors,  officers and
     controlling  persons  of the  registrant  pursuant  to  the  foregoing
     provisions,  or otherwise, the registrant has been advised that in the
     opinion of the  Commission  such  indemnification  is  against  public
     policy as expressed in the Securities  Act of 1933 and is,  therefore,
     unenforceable.  In the event that a claim for indemnification  against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director,  officer or controlling  person of the
     registrant  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
     registrant  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 of 1933
     and will be governed by the final adjudication of such issue.

                                 SIGNATURES

     PURSUANT  TO THE  REQUIREMENTS  OF THE  SECURITIES  ACT OF  1933,  THE
REGISTRANT  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
THE 14TH OF MAY, 1998.

                                    METTLER-TOLEDO INTERNATIONAL INC.

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

                                  Officer

     KNOWN ALL MEN BY THESE  PRESENTS,  that each person whose name appears
below  consitutes  and appoints  Robert F. Spoerry and William P. Donnelly,
and each of them, his true and lawful  attorney-in-fact and agent with full
power of substitution  and  resubstitution,  for him and in his name, place
and  stead,  in any and all  capacities,  to  sign  any and all  amendments
(including  post-effective  amendments) to this Registration  Statement, as
well as any related  Registration  Statement (or amendment  thereto)  filed
pursuant to Rule 462(b)  promulgated  under the Securities Act of 1933, and
to file  the  same,  with all  exhibits  thereto  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting
unto said  attorneys-in-fact  and agents,  and each of them, full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in connection  therewith,  as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all  that  said  attorneys-in-fact  and  agents,  or  any  of  them  or his
substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

     This Power of Attorney may be executed in multiple counterparts,  each
of which  shall be  deemed an  original,  but which  taken  together  shall
constitute one instrument.

     PURSUANT  TO THE  REQUIREMENTS  OF THE  SECURITIES  ACT  OF  1933,  AS
AMENDED,  THIS  REGISTRATION  STATEMENT  HAS BEEN  SIGNED BY THE  FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:

         SIGNATURE                        TITLE                       DATE
         ---------                        -----                       ----

/s/ Robert F. Spoerry                                           May 14, 1998
-------------------------                                     ---------------
   Robert F. Spoerry       President and Chief Executive
                           Officer (Principal Executive
                           Officer), Director

/s/ William P. Donnelly                                         May 14, 1998
-------------------------                                     ---------------
   William P. Donnelly     Chief Financial Officer

/s/ Philip Caldwell                                             May 14, 1998
-------------------------                                     ---------------
   Philip Caldwell         Chairman of the Board

/s/ Reginal H. Jones                                            May 14, 1998
-------------------------                                     ---------------
   Reginal H. Jones        Director

/s/ John D. Macomber                                            May 14, 1998
-------------------------                                     ---------------
   John D. Macomber        Director

/s/ John M. Manser                                              May 14, 1998 
-------------------------                                     ---------------
   John M. Manser          Director

/s/ Laurence Z.Y. Moh                                           May 14, 1998
-------------------------                                     ---------------
   Laurence Z.Y. Moh       Director

/s/ Thomas P. Salice                                            May 14, 1998
-------------------------                                     ---------------
   Thomas P. Salice        Director

                             EXHIBIT INDEX

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 Ending  December  31, 1997
               and incorporated by reference herein)

4.3            Amended  By-Laws of the Company (Filed as Exhibit 3.1 to the
               Company's  Annual  Report on Form 10-K for the period ending
               December 31, 1997 and incorporated by reference herein)

4.4            Mettler-Toledo  International Inc. 1997 Amended and Restated
               Stock  Option Plan (Filed as Exhibit  10.1 to the  Company's
               Quarterly Report on Form 10-Q for the quarterly period ended
               March 31, 1998 and incorporated by reference herein)

5.1            Opinion of Fried,  Frank,  Harris,  Shriver & Jacobson as to
               the  validity of the shares of Common  Stock  covered by the
               Registration Statement

23.1           Consent  of  Fried,  Frank,   Harris,   Shriver  &  Jacobson
               (included in Exhibit 5.1)

23.2           Consent of KPMG Fides Peat, Independent Auditors

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