AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2004

                                              REGISTRATION NO.  333- __________

===============================================================================

                               UNITED STATES
                     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)                               (IRS Employer
of incorporation or organization                            Identification No.)


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



        METTLER-TOLEDO INTERNATIONAL INC. 2004 EQUITY INCENTIVE PLAN
                         (Full title of the plans)

                               PETER EDWARDS
                            1900 POLARIS PARKWAY
                            COLUMBUS, OHIO 43240
                  (Name and address of agent for service)

                               (614) 438-4870
       (Telephone number, including area code, of agent for service)



                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=====================================================================================================
                                                       PROPOSED       PROPOSED
                                                       MAXIMUM        MAXIMUM
                                                       OFFERING       AGGREGATE
       TITLE OF SECURITIES            AMOUNT TO        PRICE PER      OFFERING         AMOUNT OF
       TO BE REGISTERED (1)           REGISTERED (2)   SHARE (3)       PRICE        REGISTRATION FEE
----------------------------------- ------------- --------------- --------------- -------------------
<S>                                  <C>               <C>          <C>                <C>
Common Stock, par value $.01 per     3,500,000 shares  $41.07       $143,762,500       $18,214
share
=====================================================================================================
<FN>
(1)  Includes   preferred  stock  purchase  rights  which,   prior  to  the
     occurrence of certain  events,  will not be  exercisable  or evidenced
     separately from the common stock.

(2)  Includes  such  additional  number of shares as may be required in the
     event of a stock  split,  stock  dividends or similar  transaction  in
     accordance  with  Rule  416(a)  of the  Securities  Act of  1933  (the
     "Securities Act").

(3)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(c) of the  Securities  Act based upon the average
     of the high and low prices of the Registrant's common stock, par value
     $.01 per share,  as reported by the New York Stock  Exchange on August
     9, 2004.
</FN>
</TABLE>


<PAGE>

EXPLANATORY NOTE

          This Form S-8 Registration  Statement relates to 3,500,000 shares
of common stock of  Mettler-Toledo  International  Inc., par value $.01 per
share (the "Common Stock"),  which may be offered under the  Mettler-Toledo
International Inc. 2004 Equity Incentive Plan (the "Plan").

                                   PART I

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

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

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference

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

          The SEC allows us to "incorporate by reference"  information into
this  Registration  Statement,  which means that we can disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate by reference the following document 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,  2003,  filed with the SEC on March 15,
               2004;

          (b)  The Company's Quarterly Report on Form 10-Q, Form 10-Q/A and
               Form 10-Q/A  (Amendment  #2) for the quarter ended March 31,
               2004,  filed with the SEC on May 10, 2004,  May 12, 2004 and
               August 10, 2004, respectively;

          (c)  The Company's  Quarterly Report on Form 10-Q for the quarter
               ended June 30, 2004, filed with the SEC on August 9, 2004;

          (d)  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; and

          (e)  The  description of the preferred stock purchase rights that
               relate to the Common  Stock  contained  in the  registration
               statement on Form 8-A filed with the SEC 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

          Certain  legal  matters  with  respect  to  the  issuance  of the
securities  offered  hereby  will be passed  upon for us by  Fried,  Frank,
Harris, Shriver & Jacobson (London) LLP, London, England.

          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 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 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 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 3.2 to
                    the Company's Annual Report on Form 10-K for the period
                    ended December 31, 2002 and  incorporated  by reference
                    herein).

4.5                 Mettler-Toledo International Inc. 2004 Equity Incentive
                    Plan  (Filed  as  Appendix  A to  the  Company's  Proxy
                    Statement  filed on March 29, 2004 and  incorporated by
                    reference herein).

5.1*                Opinion  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (London) LLP regarding  the legality of the  securities
                    being registered.

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

23.2*               Consent of PricewaterhouseCoopers AG.

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

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

*  filed herewith

          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 or  furnished  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 August 16, 2004.


                                           Mettler-Toledo International Inc.

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


                             POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS:

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

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

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

Signature                         Title                           Date
---------                         -----                           ----
                            Chairman of the Board,             April 29, 2004
/s/ Robert F. Spoerry       President and Chief
----------------------      Executive Officer
Robert F. Spoerry           (principal executive officer)



/s/ William P. Donnelly     Chief Financial Officer            August 16, 2004
-----------------------     (principal financial and
William P. Donnelly         accounting officer)



/s/ Phillip Caldwell        Director                           April 29, 2004
----------------------
Phillip Caldwell


/s/ John T. Dickson         Director                           April 29, 2004
----------------------
John T. Dickson


/s/ Philip H. Geier         Director                           April 29, 2004
----------------------
Philip H. Geier


/s/ John D. Macomber        Director                           April 29, 2004
----------------------
John D. Macomber


/s/ Hans Ulrich Maerki      Director                           April 29, 2004
----------------------
Hans Ulrich Maerki


/s/ George M. Milne         Director                           April 29, 2004
----------------------
George M. Milne


/s/ Thomas P. Salice        Director                           April 29, 2004
----------------------
Thomas P. Salice


<PAGE>


                             Index to Exhibits

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

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

4.2                 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 3.2 to
                    the Company's Annual Report on Form 10-K for the period
                    ended December 31, 2002 and  incorporated  by reference
                    herein).

4.5*                Mettler-Toledo International Inc. 2004 Equity Incentive
                    Plan  (Filed  as  Appendix  A to  the  Company's  Proxy
                    Statement  filed on March 29, 2004 and  incorporated by
                    reference herein).

5.1*                Opinion  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (London) LLP regarding  the legality of the  securities
                    being registered.

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

23.2*               Consent of PricewaterhouseCoopers AG.

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

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

 * filed herewith
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2004

                                              REGISTRATION NO.  333- __________

===============================================================================

                               UNITED STATES
                     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)                               (IRS Employer
of incorporation or organization                            Identification No.)

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

        METTLER-TOLEDO INTERNATIONAL INC. 2004 EQUITY INCENTIVE PLAN
                         (Full title of the plans)

                               PETER EDWARDS
                            1900 POLARIS PARKWAY
                            COLUMBUS, OHIO 43240
                  (Name and address of agent for service)

                               (614) 438-4870
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                       PROPOSED       PROPOSED
                                                       MAXIMUM        MAXIMUM
                                                       OFFERING       AGGREGATE
       TITLE OF SECURITIES            AMOUNT TO        PRICE PER      OFFERING         AMOUNT OF
       TO BE REGISTERED (1)           REGISTERED (2)   SHARE (3)       PRICE        REGISTRATION FEE
----------------------------------- ------------- --------------- --------------- -------------------
Common Stock, par value $.01 per     3,500,000 shares  $41.07       $143,762,500       $18,214
share
=====================================================================================================
(1)  Includes   preferred  stock  purchase  rights  which,   prior  to  the
     occurrence of certain  events,  will not be  exercisable  or evidenced
     separately from the common stock.

(2)  Includes  such  additional  number of shares as may be required in the
     event of a stock  split,  stock  dividends or similar  transaction  in
     accordance  with  Rule  416(a)  of the  Securities  Act of  1933  (the
     "Securities Act").

(3)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(c) of the  Securities  Act based upon the average
     of the high and low prices of the Registrant's common stock, par value
     $.01 per share,  as reported by the New York Stock  Exchange on August
     9, 2004.
EXPLANATORY NOTE

          This Form S-8 Registration  Statement relates to 3,500,000 shares
of common stock of  Mettler-Toledo  International  Inc., par value $.01 per
share (the "Common Stock"),  which may be offered under the  Mettler-Toledo
International Inc. 2004 Equity Incentive Plan (the "Plan").

                                   PART I

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

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

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference

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

          The SEC allows us to "incorporate by reference"  information into
this  Registration  Statement,  which means that we can disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate by reference the following document 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,  2003,  filed with the SEC on March 15,
               2004;

          (b)  The Company's Quarterly Report on Form 10-Q, Form 10-Q/A and
               Form 10-Q/A  (Amendment  #2) for the quarter ended March 31,
               2004,  filed with the SEC on May 10, 2004,  May 12, 2004 and
               August 10, 2004, respectively;

          (c)  The Company's  Quarterly Report on Form 10-Q for the quarter
               ended June 30, 2004, filed with the SEC on August 9, 2004;

          (d)  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; and

          (e)  The  description of the preferred stock purchase rights that
               relate to the Common  Stock  contained  in the  registration
               statement on Form 8-A filed with the SEC 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

          Certain  legal  matters  with  respect  to  the  issuance  of the
securities  offered  hereby  will be passed  upon for us by  Fried,  Frank,
Harris, Shriver & Jacobson (London) LLP, London, England.

          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 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 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 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 3.2 to
                    the Company's Annual Report on Form 10-K for the period
                    ended December 31, 2002 and  incorporated  by reference
                    herein).

4.5                 Mettler-Toledo International Inc. 2004 Equity Incentive
                    Plan  (Filed  as  Appendix  A to  the  Company's  Proxy
                    Statement  filed on March 29, 2004 and  incorporated by
                    reference herein).

5.1*                Opinion  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (London) LLP regarding  the legality of the  securities
                    being registered.

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

23.2*               Consent of PricewaterhouseCoopers AG.

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

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

*  filed herewith

          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 or  furnished  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 August 16, 2004.

                                           Mettler-Toledo International Inc.

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

                             POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS:

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

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

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

Signature                         Title                           Date
---------                         -----                           ----
                            Chairman of the Board,             April 29, 2004
/s/ Robert F. Spoerry       President and Chief
----------------------      Executive Officer
Robert F. Spoerry           (principal executive officer)

/s/ William P. Donnelly     Chief Financial Officer            August 16, 2004
-----------------------     (principal financial and
William P. Donnelly         accounting officer)

/s/ Phillip Caldwell        Director                           April 29, 2004
----------------------
Phillip Caldwell

/s/ John T. Dickson         Director                           April 29, 2004
----------------------
John T. Dickson

/s/ Philip H. Geier         Director                           April 29, 2004
----------------------
Philip H. Geier

/s/ John D. Macomber        Director                           April 29, 2004
----------------------
John D. Macomber

/s/ Hans Ulrich Maerki      Director                           April 29, 2004
----------------------
Hans Ulrich Maerki

/s/ George M. Milne         Director                           April 29, 2004
----------------------
George M. Milne

/s/ Thomas P. Salice        Director                           April 29, 2004
----------------------
Thomas P. Salice
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 3.2 to
                    the Company's Annual Report on Form 10-K for the period
                    ended December 31, 2002 and  incorporated  by reference
                    herein).

4.5*                Mettler-Toledo International Inc. 2004 Equity Incentive
                    Plan  (Filed  as  Appendix  A to  the  Company's  Proxy
                    Statement  filed on March 29, 2004 and  incorporated by
                    reference herein).

5.1*                Opinion  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (London) LLP regarding  the legality of the  securities
                    being registered.

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

23.2*               Consent of PricewaterhouseCoopers AG.

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

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

 * filed herewith