As filed with the Securities and Exchange Commission on March 28, 2003

                                         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 jurisdiction of                         (I.R.S. Employer
incorporation or organization)                       Identification Number)

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

     METTLER-TOLEDO, INC. DEFINED CONTRIBUTION RETIREMENT SAVINGS PLAN
                          (Full title of the plan)



                                DENNIS BRAUN
                          CHIEF FINANCIAL OFFICER
                     METTLER-TOLEDO INTERNATIONAL INC.
                       IM LANGACHER, P.O. BOX MT-100
                             CH 8606 GREIFENSEE
                                SWITZERLAND
                  (Name and address of agent for service)


                              011 411 944 2211
       (Telephone number, including area code, of agent for service)



                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

========================================== ================== ================== =================== =====================
                                             Amount To Be      Proposed Maximum   Proposed Maximum
           Title of Securities              Registered (1)      Offering Price        Aggregate            Amount of
         To Be Registered (1)(2)                (2)(3)           Per Share (4)      Offering Price      Registration Fee
------------------------------------------ ------------------ ------------------ ------------------- ---------------------
<S>                                         <C>                     <C>             <C>                    <C>
Common Stock, par value $.01 per share      100,000 shares          $31.00          $3,100,000.00          $250.79
========================================== ================== ================== =================== =====================

<FN>
(1)  Consists  of up to  100,000  shares  of  Mettler-Toledo  International
     Inc.'s common stock,  par value $.01 per share,  purchased on the open
     market  from time to time at market  prices  for  participants  in the
     Mettler-Toledo,  Inc. Defined Contribution Retirement Savings Plan. 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
     such plan.  Pursuant to Rule 457(h)(2)  under the  Securities  Act, no
     separate  registration  fee is  required  with  respect  to  the  plan
     interests being registered hereby.

(2)  Includes   preferred  stock  purchase  rights  which,   prior  to  the
     occurrence of certain  events,  will not be  exercisable  or evidenced
     separately from the common stock.

(3)  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.

(4)  Estimated  solely for the purpose of determining the  registration fee
     pursuant  to Rule  457(h)  under the  Securities  Act  based  upon the
     average  of the high and low  prices of  Mettler-Toledo  International
     Inc.'s common stock,  par value $.01 per share, as reported by the New
     York Stock Exchange on March 24, 2003.

</FN>

</TABLE>

EXPLANATORY NOTE

     This Form S-8  registration  statement  relates to  100,000  shares of
common stock of  Mettler-Toledo  International  Inc. (the  "Company"),  par
value $.01 per share (the "Common  Stock"),  which may be offered under the
Mettler-Toledo,  Inc.  Defined  Contribution  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.

                                  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 room in Washington,  D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference room. 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, 2002, filed with the SEC on March 14, 2003;

(b)  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.

(c)  The  description of the preferred stock purchase rights that relate to
     the Common Stock contained in the  registration  statement on Form 8-A
     filed on August 27, 2002, as amended by the registration  statement on
     Form 8-A/A filed on August 29, 2002.

     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          Rights Agreement, dated as of August 26, 2002, between the
             Company and Mellon Investor Services LLC, as Rights Agent,
             which includes, as Exhibit A thereto, the Certificate of
             Designation, as Exhibit B thereto, the Form of Rights
             Certificate and, as Exhibit C thereto, the Summary of Rights
             to Purchase Preferred Shares (filed as Exhibit 4 to the
             Company's registration statement on Form 8-A/A filed on August
             29, 2002 and incorporated by reference herein).

4.3          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).

4.4          Amended By-Laws of the Company (filed as Exhibit 3 to the
             Company's Quarterly Report on Form 10-Q for the quarter ending
             June 30, 2002 and incorporated by reference herein).

4.5*         Mettler-Toledo, Inc. Retirement Savings Plan.

23.1*        Consent of PricewaterhouseCoopers AG.

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 ("IRS") in
a timely  manner and has made or will make 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 Greifensee, Switzerland on February 6, 2003.

                                     Mettler-Toledo International Inc.

                                     By: /s/ Dennis Braun
                                        -------------------------------
                                        Dennis Braun
                                        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, Dennis Braun 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,  including
post-effective  amendments,  to this registration statement 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 SEC, 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.

<TABLE>
<CAPTION>
Signature                                Title                                                  Date

<S>                                      <C>                                              <C>
                                         Chairman of the Board, President and
/s/ Robert F. Spoerry                    Chief Executive Officer                          February 6, 2003
----------------------------             (principal executive officer)
    Robert F. Spoerry


/s/ Dennis Braun                         Chief Financial Officer                          February 6, 2003
----------------------------             (principal financial and accounting
    Dennis Braun                         officer)


/s/ Phillip Caldwell                     Director                                         February 6, 2003
----------------------------
    Phillip Caldwell


/s/ John T. Dickson                      Director                                         February 6, 2003
----------------------------
    John T. Dickson


/s/ Philip H. Geier                      Director                                         February 6, 2003
----------------------------
    Philip H. Geier


/s/ Reginal H. Jones                     Director                                         February 6, 2003
----------------------------
    Reginal H. Jones


/s/ Hans Ulrich Maerki                   Director                                         February 6, 2003
----------------------------
    Hans Ulrich Maerki


/s/ John D. Macomber                     Director                                         February 6, 2003
----------------------------
    John D. Macomber


/s/ George M. Milne                      Director                                         February 6, 2003
----------------------------
    George M. Milne


/s/ Thomas P. Salice                     Director                                         February 6, 2003
----------------------------
    Thomas P. Salice

</TABLE>


                               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 14th day of February, 2003.

                                     METTLER-TOLEDO, INC. DEFINED CONTRIBUTION
                                     RETIREMENT SAVINGS PLAN


                                     By /s/ Timothy J. Marker
                                        -------------------------------
                                        Timothy J. Marker
                                        Vice President, Human Resources




                             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              Rights Agreement, dated as of August 26, 2002, between the
                 Company and Mellon Investor Services LLC, as Rights Agent,
                 which includes,  as Exhibit A thereto,  the Certificate of
                 Designation,  as  Exhibit  B  thereto,  the Form of Rights
                 Certificate  and,  as  Exhibit C thereto,  the  Summary of
                 Rights to Purchase Preferred Shares (filed as Exhibit 4 to
                 the Company's  registration  statement on Form 8-A/A filed
                 on August 29, 2002 and incorporated by reference herein).

4.3              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).

4.4              Amended  By-Laws of the Company (filed as Exhibit 3 to the
                 Company's  Quarterly  Report on Form 10-Q for the  quarter
                 ending  June  30,  2002  and   incorporated  by  reference
                 herein).

4.5*             Mettler-Toledo,   Inc.  Defined  Contribution   Retirement
                 Savings Plan.

23.1*            Consent of PricewaterhouseCoopers AG.

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

______________________
*   filed herewith
[{"type": "S-8", "sequence": "1", "filename": "tps8-mettler.txt", "secsgml_size_bytes": 24108}]
{"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": "333-104083", "film-number": "03623203"}, "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": "MT INVESTORS INC", "date-changed": "19970411"}, {"former-conformed-name": "METTLER TOLEDO INTERNATIONAL INC", "date-changed": "19971117"}]}
As filed with the Securities and Exchange Commission on March 28, 2003

                                         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 jurisdiction of                         (I.R.S. Employer
incorporation or organization)                       Identification Number)

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

     METTLER-TOLEDO, INC. DEFINED CONTRIBUTION RETIREMENT SAVINGS PLAN
                          (Full title of the plan)

                                DENNIS BRAUN
                          CHIEF FINANCIAL OFFICER
                     METTLER-TOLEDO INTERNATIONAL INC.
                       IM LANGACHER, P.O. BOX MT-100
                             CH 8606 GREIFENSEE
                                SWITZERLAND
                  (Name and address of agent for service)

                              011 411 944 2211
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
========================================== ================== ================== =================== =====================
                                             Amount To Be      Proposed Maximum   Proposed Maximum
           Title of Securities              Registered (1)      Offering Price        Aggregate            Amount of
         To Be Registered (1)(2)                (2)(3)           Per Share (4)      Offering Price      Registration Fee
------------------------------------------ ------------------ ------------------ ------------------- ---------------------
Common Stock, par value $.01 per share      100,000 shares          $31.00          $3,100,000.00          $250.79
========================================== ================== ================== =================== =====================
(1)  Consists  of up to  100,000  shares  of  Mettler-Toledo  International
     Inc.'s common stock,  par value $.01 per share,  purchased on the open
     market  from time to time at market  prices  for  participants  in the
     Mettler-Toledo,  Inc. Defined Contribution Retirement Savings Plan. 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
     such plan.  Pursuant to Rule 457(h)(2)  under the  Securities  Act, no
     separate  registration  fee is  required  with  respect  to  the  plan
     interests being registered hereby.

(2)  Includes   preferred  stock  purchase  rights  which,   prior  to  the
     occurrence of certain  events,  will not be  exercisable  or evidenced
     separately from the common stock.

(3)  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.

(4)  Estimated  solely for the purpose of determining the  registration fee
     pursuant  to Rule  457(h)  under the  Securities  Act  based  upon the
     average  of the high and low  prices of  Mettler-Toledo  International
     Inc.'s common stock,  par value $.01 per share, as reported by the New
     York Stock Exchange on March 24, 2003.
EXPLANATORY NOTE

     This Form S-8  registration  statement  relates to  100,000  shares of
common stock of  Mettler-Toledo  International  Inc. (the  "Company"),  par
value $.01 per share (the "Common  Stock"),  which may be offered under the
Mettler-Toledo,  Inc.  Defined  Contribution  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.

                                  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 room in Washington,  D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference room. 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, 2002, filed with the SEC on March 14, 2003;

(b)  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.

(c)  The  description of the preferred stock purchase rights that relate to
     the Common Stock contained in the  registration  statement on Form 8-A
     filed on August 27, 2002, as amended by the registration  statement on
     Form 8-A/A filed on August 29, 2002.

     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          Rights Agreement, dated as of August 26, 2002, between the
             Company and Mellon Investor Services LLC, as Rights Agent,
             which includes, as Exhibit A thereto, the Certificate of
             Designation, as Exhibit B thereto, the Form of Rights
             Certificate and, as Exhibit C thereto, the Summary of Rights
             to Purchase Preferred Shares (filed as Exhibit 4 to the
             Company's registration statement on Form 8-A/A filed on August
             29, 2002 and incorporated by reference herein).

4.3          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).

4.4          Amended By-Laws of the Company (filed as Exhibit 3 to the
             Company's Quarterly Report on Form 10-Q for the quarter ending
             June 30, 2002 and incorporated by reference herein).

4.5*         Mettler-Toledo, Inc. Retirement Savings Plan.

23.1*        Consent of PricewaterhouseCoopers AG.

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 ("IRS") in
a timely  manner and has made or will make 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 Greifensee, Switzerland on February 6, 2003.

                                     Mettler-Toledo International Inc.

                                     By: /s/ Dennis Braun
                                        -------------------------------
                                        Dennis Braun
                                        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, Dennis Braun 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,  including
post-effective  amendments,  to this registration statement 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 SEC, 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
Chairman of the Board, President and
/s/ Robert F. Spoerry                    Chief Executive Officer                          February 6, 2003
----------------------------             (principal executive officer)
    Robert F. Spoerry

/s/ Dennis Braun                         Chief Financial Officer                          February 6, 2003
----------------------------             (principal financial and accounting
    Dennis Braun                         officer)

/s/ Phillip Caldwell                     Director                                         February 6, 2003
----------------------------
    Phillip Caldwell

/s/ John T. Dickson                      Director                                         February 6, 2003
----------------------------
    John T. Dickson

/s/ Philip H. Geier                      Director                                         February 6, 2003
----------------------------
    Philip H. Geier

/s/ Reginal H. Jones                     Director                                         February 6, 2003
----------------------------
    Reginal H. Jones

/s/ Hans Ulrich Maerki                   Director                                         February 6, 2003
----------------------------
    Hans Ulrich Maerki

/s/ John D. Macomber                     Director                                         February 6, 2003
----------------------------
    John D. Macomber

/s/ George M. Milne                      Director                                         February 6, 2003
----------------------------
    George M. Milne

/s/ Thomas P. Salice                     Director                                         February 6, 2003
----------------------------
    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 14th day of February, 2003.

                                     METTLER-TOLEDO, INC. DEFINED CONTRIBUTION
                                     RETIREMENT SAVINGS PLAN

                                     By /s/ Timothy J. Marker
                                        -------------------------------
                                        Timothy J. Marker
                                        Vice President, Human Resources

                             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              Rights Agreement, dated as of August 26, 2002, between the
                 Company and Mellon Investor Services LLC, as Rights Agent,
                 which includes,  as Exhibit A thereto,  the Certificate of
                 Designation,  as  Exhibit  B  thereto,  the Form of Rights
                 Certificate  and,  as  Exhibit C thereto,  the  Summary of
                 Rights to Purchase Preferred Shares (filed as Exhibit 4 to
                 the Company's  registration  statement on Form 8-A/A filed
                 on August 29, 2002 and incorporated by reference herein).

4.3              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).

4.4              Amended  By-Laws of the Company (filed as Exhibit 3 to the
                 Company's  Quarterly  Report on Form 10-Q for the  quarter
                 ending  June  30,  2002  and   incorporated  by  reference
                 herein).

4.5*             Mettler-Toledo,   Inc.  Defined  Contribution   Retirement
                 Savings Plan.

23.1*            Consent of PricewaterhouseCoopers AG.

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

______________________
*   filed herewith