As filed with the Securities and Exchange Commission on March 23, 2004

                                                       REGISTRATION NO. 333-

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                  --------------------------------------
                                  FORM S-4
                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933
                  --------------------------------------

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

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






                                                                        
              DELAWARE                              3826                        13-3668641
  (State or other jurisdiction of       (Primary Standard Industrial          (I.R.S. Employer
   incorporation or organization)           Classification Code Number)       Identification No.)



                       IM LANGACHER, P.O. BOX MT-100
                      CH 8606 GREIFENSEE, SWITZERLAND
                              +41-1-944-22-11
  (Address, including zip code, and telephone number, including area code,
               of registrant's principal executive offices)

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

                               PETER EDWARDS
                            1900 POLARIS PARKWAY
                            COLUMBUS, OHIO 43240
                               (614) 438-4870
    (Name, address, including zip code, and telephone number, including
                     area code, of agent for service)

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

                                  COPY TO:

                              TIMOTHY PETERSON
           FRIED, FRANK, HARRIS, SHRIVER & JACOBSON (LONDON) LLP
                                99 CITY ROAD
                            LONDON EC1Y 1AX, UK
                              +44 207 972 9676

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

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED EXCHANGE OFFER: As soon
as practicable after the effective date of this Registration Statement.

     If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. |_|

     If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
_________

     If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

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




                      CALCULATION OF REGISTRATION FEE

===================================== ================== =================== ===================== =================
                                           AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
         TITLE OF CLASS OF                  TO BE         AGGREGATE PRICE         AGGREGATE          REGISTRATION
    SECURITIES TO BE REGISTERED          REGISTERED         PER UNIT (1)      OFFERING PRICE (1)         FEE
------------------------------------- ------------------ ------------------- --------------------- -----------------
                                                                                           
  4.85% SENIOR NOTES DUE 2010....       $150,000,000            100%             $150,000,000          $19,005
===================================== ================== =================== ===================== =================


(1)  Estimated solely for the purpose of computing the registration fee in
     accordance with Rule 457(f)(2) under the Securities Act of 1933.



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

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.



                SUBJECT TO COMPLETION, DATED MARCH 23, 2004

PROSPECTUS

                     METTLER-TOLEDO INTERNATIONAL INC.
                             EXCHANGE OFFER FOR
                                $150,000,000
                        4.85% SENIOR NOTES DUE 2010


     We are  offering  to  exchange  4.85%  Senior  Notes  due 2010 for our
currently  outstanding  4.85% Senior Notes due 2010. The exchange notes are
the same as the outstanding notes, except that the exchange notes will have
been  registered  under the federal  securities  laws and will not bear any
legend  restricting  their transfer.  The exchange notes will represent the
same debt as the  outstanding  notes,  and we will issue the exchange notes
under the same indenture.

     We will pay  interest  on the notes on May 15 and  November 15 of each
year,  beginning on May 15, 2004. The notes will bear interest at a rate of
4.85% per year and will  mature on  November  15,  2010.  The notes will be
unsecured  senior  obligations  and  will  rank  equally  with  all  of our
unsecured and unsubordinated indebtedness.

     We may  redeem  some or all of the  notes  at any time by  paying  the
greater of the principal amount of the notes and a "make-whole"  amount, in
each case, plus accrued interest. See "Description of the Exchange Notes --
Optional Redemption."

The principal features of the exchange offer are as follows:

     o    Expires 5:00 p.m.,  New York City time,  on              ,  2004,
          unless extended.

     o    We will exchange all outstanding  notes that are validly tendered
          and not validly  withdrawn  prior to the  expiration  date of the
          exchange offer.

     o    You may withdraw tendered  outstanding notes at any time prior to
          the expiration of the exchange offer.

     o    The exchange of outstanding  notes for exchange notes pursuant to
          the exchange offer will be a tax free event for U.S.  federal tax
          purposes.

     o    We will not receive any proceeds from the exchange offer.

     o    We do not intend to apply for  listing of the  exchange  notes on
          any securities exchange or automated quotation system.

INVESTING IN THE EXCHANGE  NOTES  INVOLVES  RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

     NEITHER  THE  SECURITIES   AND  EXCHANGE   COMMISSION  NOR  ANY  STATE
SECURITIES  COMMISSION HAS APPROVED OR  DISAPPROVED OF THESE  SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

              The date of this prospectus is          , 2004.



IN MAKING YOUR INVESTMENT DECISION, YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED IN THIS PROSPECTUS.  WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH ANY OTHER INFORMATION. IF YOU RECEIVE ANY OTHER INFORMATION YOU SHOULD
NOT RELY ON IT.

YOU SHOULD NOT ASSUME THAT THE INFORMATION  CONTAINED IN THIS PROSPECTUS IS
ACCURATE AS OF ANY OTHER DATE THAN ON THE FRONT COVER OF THIS PROSPECTUS.

                             TABLE OF CONTENTS

Where You Can Find More Information.................................ii
Incorporation of Certain Documents by Reference.....................ii
Prospectus Summary...................................................1
Risk Factors.........................................................4
Use of Proceeds.....................................................11
Ratio of Earnings to Fixed Charges..................................11
Description of the Exchange Notes...................................12
The Exchange Offer..................................................24
Registration Rights; Additional Interest............................31
Material U.S. Federal Tax Considerations............................33
Plan of Distribution................................................39
Legal Matters.......................................................40
Experts.............................................................40

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

     Mettler-Toledo  International  Inc.  is a  Delaware  corporation.  Our
principal  executive offices are located at Im Langacher,  P.O. Box MT-100,
CH 8606 Greifensee, Switzerland and our telephone number at that address is
+41-1-944-22-11.  We are a leading global supplier of precision instruments
and services.

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

     "Outstanding notes" refers to all the 4.85% Senior Notes due 2010 that
were issued on November 12, 2003 and  "exchange  notes" refers to the 4.85%
Senior Notes due 2010  offered  pursuant to this  prospectus.  We sometimes
refer to the outstanding  notes and the exchange notes  collectively as the
"notes."

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

     NO DEALER,  SALESPERSON,  OR OTHER PERSON HAS BEEN  AUTHORIZED TO GIVE
ANY  INFORMATION  OR TO MAKE  ANY  REPRESENTATIONS  NOT  CONTAINED  IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS  MUST
NOT BE RELIED UPON AS HAVING BEEN  AUTHORIZED BY US. THIS  PROSPECTUS  DOES
NOT CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, TO ANY
PERSON IN ANY  JURISDICTION  IN WHICH SUCH AN OFFER TO SELL OR SOLICITATION
WOULD BE  UNLAWFUL.  NEITHER THE DELIVERY OF THIS  PROSPECTUS  NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT
THE  INFORMATION  CONTAINED  HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF THIS PROSPECTUS.



                    WHERE YOU CAN FIND MORE INFORMATION

     This  prospectus is part of a registration  statement of Form S-4 that
we filed with the  Securities  and Exchange  Commission  (the "SEC").  This
prospectus  does not contain all of the  information  in that  registration
statement.  For further  information  with respect to us and the notes, see
the registration statement, including the exhibits.

     We are subject to the reporting  requirements  of the U.S.  Securities
Exchange Act of 1934 and in accordance with its  requirements  file annual,
quarterly and current reports,  proxy statements and other information with
the SEC.  These reports,  proxy  statements  and other  information  may be
obtained:

     o    at the  public  reference  room of the SEC,  Room 1024  Judiciary
          Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; or

     o    from   the   Internet    site    maintained   by   the   SEC   at
          http://.www.sec.gov,    which   contains   reports,   proxy   and
          information  statements and other information  regarding issuers,
          including us, that file electronically with the SEC.

     Some locations may charge  prescribed rates or modest fees for copies.
For  more  information  on the  public  reference  room,  call  the  SEC at
1-800-SEC-0330.  Our  filings  will also be  available  to the public  from
commercial document retrieval services.

     Statements made in this prospectus as to the contents of any contract,
agreement, or other documents referred to are not necessarily complete. For
a more complete  understanding and description of each contract,  agreement
or other document  filed as an exhibit to the  registration  statement,  we
encourage you to read the documents contained in the exhibits.

     Following  the  consummation  of the  exchange  offer,  whether or not
required by the SEC, we will file a copy of all the  information  mentioned
above  with  the  SEC for  public  availability  within  the  time  periods
specified in the SEC's rules and regulations (unless the SEC will not accept
such a filing) and make such information  available to securities  analysts
and prospectus investors upon request.


              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate  by reference" the information  that
we file with them in other  documents,  which  means  that we can  disclose
important  information  to  you  by  referring  to  those  documents.   The
information  incorporated  by  reference is  considered  to be part of this
prospectus,   and  later  information  that  we  file  with  the  SEC  will
automatically  update  and  supersede  this  information.  This  prospectus
incorporates  by reference all documents filed by us in the future with the
SEC  under  Section  13(a),  13(c),  14,  or 15(d)  of the U.S.  Securities
Exchange  Act of 1934 until the  termination  of the offering to which this
prospectus  relates.  We  incorporate  by reference in this  prospectus the
document listed below:

     o    Our annual report on Form 10-K for the fiscal year ended December
          31, 2003.

     On request,  we will  provide at no cost to each person who receives a
copy of this prospectus, a copy of any or all of the documents incorporated
in this prospectus by reference. We will not provide exhibits to any of the
documents  listed above,  however,  unless those exhibits are  specifically
incorporated  by reference  into those  documents.  You should  direct your
request to:

                             Investor Relations
                            Mettler-Toledo, Inc.
                  1900 Polaris Parkway, Columbus, OH 43240
                               (614) 438-4748

     You  should  rely  only  on the  information  that we  incorporate  by
reference or provide in this prospectus.  You should consider any statement
contained  in  a  document  incorporated  or  considered   incorporated  by
reference  into this  prospectus to be modified or superseded to the extent
that a statement contained in this prospectus, or in any other subsequently
filed document that is also  incorporated  or deemed to be  incorporated by
reference  in this  prospectus,  modifies  or  conflicts  with the  earlier
statement.  You should not consider any statement  modified or  superseded,
except  as so  modified  or  superseded,  to  constitute  a  part  of  this
prospectus.  We have  not  authorized  anyone  else  to  provide  you  with
different  information.  You should not assume that the information in this
prospectus or the information  incorporated by reference in this prospectus
is  accurate as of any date other than the date of this  prospectus  or the
document from which such information is incorporated.

                         FORWARD-LOOKING STATEMENTS

     Some  of  the   statements  in  this   prospectus   and  in  documents
incorporated by reference  constitute  "forward-looking  statements" within
the meaning of Section 27A of the U.S.  Securities  Act of 1933 and Section
21E of the U.S. Securities Exchange Act of 1934. These statements relate to
future  events or our  future  financial  performance,  including,  but not
limited  to,  strategic  plans,  potential  growth  opportunities  in  both
developed  markets and emerging  markets,  planned research and development
efforts,  product  introductions  and innovation,  manufacturing  capacity,
expected   customer   demand,   meeting  customer   expectations,   planned
operational changes and productivity improvements, research and development
expenditures,    competitors'   product   development,   expected   capital
expenditures,  future cash sources and requirements,  liquidity,  impact of
taxes,  expected  compliance  with  laws,  impact of  environmental  costs,
expected  cost savings and  benefits of  completed or future  acquisitions,
which involve known and unknown risks, uncertainties and other factors that
may cause  our or our  businesses'  actual  results,  levels  of  activity,
performance or achievements to be materially different from those expressed
or  implied  by any  forward-looking  statements.  In some  cases,  you can
identify  forward-looking  statements by terminology such as "may," "will,"
"could,"  "would,"  "should,"  "expect,"  "plan,"  "anticipate,"  "intend,"
"believe," "estimate," "predict," "potential" or "continue" or the negative
of those terms or other comparable  terminology.  These statements are only
predictions.  Actual  events or results  may differ  materially  because of
market conditions in our industries or other factors.  Moreover, we do not,
nor does any other  person,  assume  responsibility  for the  accuracy  and
completeness of those statements.  Unless otherwise  required by applicable
laws, we disclaim any intention or obligation to publicly  update or revise
any of the forward-looking  statements after the date of this prospectus to
conform  them to actual  results,  whether as a result of new  information,
future  events,  or otherwise.  All of the  forward-looking  statements are
qualified in their entirety by reference to the factors discussed under the
caption "Risk Factors" in this prospectus and "Management's  Discussion and
Analysis of  Financial  Condition  and Results of  Operations"  of our most
recent Form 10-K (incorporated by reference in this prospectus) and similar
sections in our future  filings  that we  incorporate  by reference in this
prospectus,  which  describe  risks and factors that could cause results to
differ materially from those projected in those forward-looking statements.

     We caution the reader  that the above list of risks and  factors  that
may affect results addressed in the  forward-looking  statements may not be
exhaustive.   Other  sections  of  this   prospectus  and  other  documents
incorporated  by reference  may describe  additional  risks or factors that
could adversely impact our business and financial  performance.  We operate
in a continually changing business environment, and new risk factors emerge
from time to time.  Management  cannot predict these new risk factors,  nor
can it  assess  the  impact,  if any,  of  these  new risk  factors  on our
businesses or the extent to which any factor,  or  combination  of factors,
may cause actual results to differ  materially  from those projected in any
forward-looking statements. Accordingly,  forward-looking statements should
not be relied upon as a prediction of actual results.



                             PROSPECTUS SUMMARY


     This  summary  highlights  information  contained  elsewhere  in  this
prospectus.  This  summary is not  complete and does not contain all of the
information  that may be  important to you. We urge you to read this entire
prospectus  carefully,   including  the  "Risk  Factors"  section  and  our
consolidated financial statements and related notes.

                                THE COMPANY

     Mettler-Toledo  International  Inc.  is a leading  global  supplier of
precision instruments and services. We are the world's largest manufacturer
of  weighing  instruments  for use in  laboratory,  industrial,  packaging,
logistics and food retailing  applications.  We also hold top-three  market
positions  in several  related  analytical  instruments,  and are a leading
provider of automated  chemistry systems used in drug and chemical compound
discovery  and  development.  In  addition,  we  are  the  world's  largest
manufacturer  and  marketer  of  metal  detection  and  other   end-of-line
inspection  systems used in production  and  packaging,  and hold a leading
position in certain process analytics applications.

     We focus on the high value-added  segments of our markets by providing
innovative instruments that are often integrated into  application-specific
solutions  for  customers.  We design our  instruments  not only to capture
valuable data but also to facilitate  the  processing  and transfer of this
data into customers' management information systems.

                             THE EXCHANGE OFFER

     On November  12,  2003,  we  completed  the  offering of $150  million
aggregate  principal amount of 4.85% Senior Notes due 2010 in a transaction
exempt from registration under the U.S.  Securities Act of 1933, as amended
(the  "Securities  Act"). The net proceeds of this transaction were used to
repay  our  previous  senior  credit  facility.  In  connection  with  this
transaction,  we entered  into a  registration  rights  agreement  with the
initial purchasers of the outstanding notes, in which we agreed to commence
this exchange offer.  Accordingly,  you may exchange your outstanding notes
for exchange notes which have substantially the same terms. You should read
the discussion  under the headings "The Exchange Offer" and "Description of
the Exchange Notes" for further information regarding the exchange notes to
be issued in the exchange offer.

Securities offered............Up to $150  million  in  principal  amount of
                              4.85% Senior Notes due 2010, registered under
                              the Securities Act. The terms of the exchange
                              notes  offered  in  the  exchange  offer  are
                              substantially   identical  to  those  of  the
                              outstanding  notes,  except that the transfer
                              restrictions, registration rights and penalty
                              interest    provisions    relating   to   the
                              outstanding   notes  do  not   apply  to  the
                              exchange notes.

The exchange offer............We are  offering  exchange  notes in exchange
                              for  a   like   principal   amount   of   our
                              outstanding  notes.  We  are  offering  these
                              exchange  notes to  satisfy  our  obligations
                              under a registration  rights  agreement which
                              we entered  into with the initial  purchasers
                              of the outstanding notes. You may tender your
                              outstanding  notes for  exchange by following
                              the  procedures  described  under the heading
                              "The Exchange Offer."

Tenders; expiration
date; withdrawal..............The exchange  offer will expire at 5:00 p.m.,
                              New York City time, on         , 2004, unless
                              we extend it. If you decide to exchange  your
                              outstanding  notes for  exchange  notes,  you
                              must acknowledge that you are not engaged in,
                              and  do  not   intend   to   engage   in,   a
                              distribution of the exchange  notes.  You may
                              withdraw  any  outstanding   notes  that  you
                              tender for  exchange at any time prior to the
                              expiration date of this exchange  offer.  See
                              "The  Exchange  Offer--Terms  of the Exchange
                              Offer" for a more complete description of the
                              tender and withdrawal period.

Material U.S. federal
tax considerations............Your   exchange  of   outstanding   notes  for
                              exchange  notes to be issued in the  exchange
                              offer  will not result in any gain or loss to
                              you for U.S. federal income tax purposes. See
                              "Material  U.S.  Federal Tax  Considerations"
                              for a summary of material U.S. federal income
                              tax consequences associated with the exchange
                              of  outstanding  notes for the exchange notes
                              and the  ownership and  disposition  of those
                              exchange notes.

Use of proceeds...............We will not  receive any cash  proceeds  from
                              the exchange offer.

Exchange agent................JPMorgan Chase Bank.

Shelf registration............If applicable interpretations of the staff of
                              the  SEC  do  not  permit  us to  effect  the
                              exchange  offer,  we will be  required to use
                              our  reasonable  best  efforts  to file,  and
                              cause   to   become   effective,    a   shelf
                              registration  statement  under the Securities
                              Act, which would cover resales of outstanding
                              notes. See "Registration  Rights;  Additional
                              Interest."

Consequences of failure to
exchange your outstanding
notes.........................Outstanding   notes  not   exchanged  in  the
                              exchange offer will continue to be subject to
                              the   restrictions   on  transfer   that  are
                              described  in the  legend on the  outstanding
                              notes. In general, you may offer or sell your
                              outstanding notes only if they are registered
                              under,  or offered or sold under an exemption
                              from, the Securities Act and applicable state
                              securities  laws. We do not currently  intend
                              to register the  outstanding  notes under the
                              Securities   Act.   If  your  notes  are  not
                              tendered and accepted in the exchange  offer,
                              it may become more  difficult for you to sell
                              or transfer your outstanding notes.

Consequences of exchanging
your outstanding notes........Based on interpretations of the  staff of the
                              SEC,  we  believe  that  you  may  offer  for
                              resale,  resell  or  otherwise  transfer  the
                              exchange  notes that we issue in the exchange
                              offer without complying with the registration
                              and prospectus  delivery  requirements of the
                              Securities Act if:

                              o    you acquire the exchange notes issued in
                                   the  exchange   offer  in  the  ordinary
                                   course of your business;

                              o    you are not participating, do not intend
                                   to participate,  and have no arrangement
                                   or    undertaking    with    anyone   to
                                   participate,  in the distribution of the
                                   exchange  notes  issued  to  you  in the
                                   exchange offer; and

                              o    you are  not an  "affiliate"  of us,  as
                                   described in Rule 405 of the  Securities
                                   Act.

                              If any of these  conditions are not satisfied
                              and you transfer any exchange notes issued to
                              you in the exchange offer without  delivering
                              a proper prospectus or without qualifying for
                              a  registration  exemption,   you  may  incur
                              liability  under the Securities  Act. We will
                              not be  responsible  for,  or  indemnify  you
                              against, any liability you incur.

                              Any  broker-dealer   that  acquires  exchange
                              notes  in the  exchange  offer  for  its  own
                              account in  exchange  for  outstanding  notes
                              which it acquired  through  market-making  or
                              other  trading  activities  must  acknowledge
                              that it will  deliver  a  prospectus  when it
                              resells  or  transfers  any  exchange   notes
                              issued in the  exchange  offer.  See "Plan of
                              Distribution"   for  a  description   of  the
                              prospectus     delivery     obligations    of
                              broker-dealers in the exchange offer.



                             THE EXCHANGE NOTES

     The following is a brief  summary of the terms of the exchange  notes.
For a more complete  description  of the terms of the exchange  notes,  see
"Description of the Exchange Notes" in this prospectus.

Issuer......................  Mettler-Toledo International Inc., a Delaware
                              corporation.

Securities offered.........   $150,000,000 in aggregate principal amount of
                              4.85% senior  notes due 2010,  referred to as
                              the exchange notes.

Maturity date..............   November 15, 2010.

Interest payment dates.....   May 15 and November 15, commencing on May 15,
                              2004.

Ranking....................   The exchange  notes will be senior  unsecured
                              obligations and will rank equally with all of
                              our   unsecured  and   unsubordinated   debt.
                              Holders of the exchange  notes will generally
                              have a  position  junior to the claims of the
                              creditors,  including the trade creditors, of
                              our subsidiaries.

Optional redemption........   We may  redeem  all or part  of the  exchange
                              notes at our  option  at a  redemption  price
                              equal to the greater of:

                              o    100%  of  the  principal  amount  of the
                                   notes being redeemed; and

                              o    the  Make-Whole  Amount,  as  defined in
                                   "Description  of  the  Exchange  Notes--
                                   Optional Redemption";

                              plus, in each case,  accrued  interest to the
                              redemption date.

Covenants..................   We will issue the  exchange  notes  under the
                              same indenture  which governs the issuance of
                              the outstanding notes. The terms of the notes
                              contain  covenants  for your  benefit.  These
                              covenants restrict our ability to:

                              o    incur debt secured by liens; and

                              o    engage    in    sale    and    leaseback
                                   transactions.

                              These  covenants  are,  however,  subject  to
                              significant  exceptions.  See "Description of
                              the Exchange Notes-- Covenants."

Registration rights;
additional interest........   In  connection   with  the  offering  of  the
                              outstanding   notes,   we   entered   into  a
                              registration  rights  agreement  pursuant  to
                              which we are  obligated  to file with the SEC
                              this registration  statement.  Alternatively,
                              if the  exchange  offer is not  available  or
                              cannot be  completed  or some holders are not
                              able to participate in the exchange offer, we
                              are  required  to file a  shelf  registration
                              statement to cover resales of the notes under
                              the Securities  Act. If we do not comply with
                              these obligations, we will be required to pay
                              additional   interest   on  the  notes  under
                              specified  circumstances.  See  "Registration
                              Rights; Additional Interest."

RISK FACTORS

You should carefully  consider all the information in this prospectus prior
to  participating  in the exchange  offer.  In  particular,  we urge you to
consider  carefully the factors set forth under "Risk Factors" beginning on
the following page of this prospectus.



                                RISK FACTORS

WE HAVE SUBSTANTIAL DEBT AND WE MAY INCUR SUBSTANTIALLY MORE DEBT, WHICH
COULD AFFECT OUR ABILITY TO MEET OUR OBLIGATIONS UNDER THE NOTES AND MAY
OTHERWISE RESTRICT OUR ACTIVITIES.

     We have  substantial  debt,  and we may be able to  incur  substantial
additional  debt in the  future.  As of  December  31,  2003,  we had total
indebtedness of approximately $196.4 million, net of cash of $45.1 million.
We are  also  permitted  by the  terms of the  notes  to incur  substantial
additional indebtedness, subject to the restrictions therein.

     Our debt could have  important  consequences  to you. For example,  it
could:

     o    make it more  difficult for us to satisfy our  obligations  under
          the notes;

     o    require us to dedicate a substantial  portion of our cash flow to
          payments on our  indebtedness,  which would  reduce the amount of
          cash   flow   available   to  fund   working   capital,   capital
          expenditures,    product    development   and   other   corporate
          requirements;

     o    increase  our  vulnerability  to  general  adverse  economic  and
          industry conditions, including changes in raw material costs;

     o    limit our ability to respond to business opportunities;

     o    limit  our  ability  to  borrow  additional  funds,  which may be
          necessary; and

     o    subject us to financial and other restrictive  covenants,  which,
          if we fail to comply with these  covenants and our failure is not
          waived or cured,  could  result in an event of default  under our
          debt.

TO SERVICE OUR DEBT, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

     Our ability to make payments on our debt,  including the notes, and to
fund planned capital expenditures and research and development efforts will
depend on our ability to generate  cash in the future.  This, to an extent,
is  subject  to  general  economic,  financial,  competitive,  legislative,
regulatory  and other  factors,  including  those  described  in this "Risk
Factors" section, that are beyond our control.

     We cannot assure you that our business will generate  sufficient  cash
flow from  operations  or that future  borrowings  will be  available to us
under our new senior credit  facility in an amount  sufficient to enable us
to pay our debt, including the notes, or to fund our other liquidity needs.
We may need to refinance  all or a portion of our  indebtedness,  including
the notes, on or before maturity. We cannot assure you that we will be able
to refinance any of our debt,  including our new senior credit facility and
the notes, on commercially reasonable terms or at all.

THE AGREEMENTS GOVERNING THE NOTES AND OUR OTHER DEBT IMPOSE RESTRICTIONS
ON OUR BUSINESS.

     The indenture governing the notes and the agreements governing our new
senior credit facility contain a number of covenants  imposing  significant
restrictions on our business.  These restrictions may affect our ability to
operate  our  business  and may  limit our  ability  to take  advantage  of
potential  business  opportunities as they arise.  The  restrictions  these
covenants place on us and our restricted  subsidiaries  include limitations
on our ability and the ability of our restricted subsidiaries to:

     o    enter into sale and leaseback arrangements;

     o    incur liens; and

     o    consolidate, merge, sell or lease all or substantially all of our
          assets.

     Our  new  senior  credit  facility  also  requires  us to  maintain  a
consolidated  interest  coverage  ratio  of  more  than  3.5 to  1.0  and a
consolidated  leverage  ratio of less  than 3.25 to 1.0 as  defined  in the
senior credit facility.

     Our ability to comply with these  agreements may be affected by events
beyond our control,  including prevailing economic,  financial and industry
conditions and is subject to the risks in this "Risk Factors" section.  The
breach of any of these covenants or restrictions  could result in a default
under the indenture  governing the notes or our senior credit facility.  An
event of default under our senior credit  facility would permit our lenders
to  declare  all  amounts  borrowed  from  them to be  immediately  due and
payable.  Acceleration of our other  indebtedness may cause us to be unable
to make interest  payments on the notes and repay the  principal  amount of
the notes.

YOU MAY HAVE DIFFICULTY SELLING THE NOTES WHICH YOU DO NOT EXCHANGE.

     If you do not exchange your  outstanding  notes for the exchange notes
offered in this  exchange  offer,  you will  continue  to be subject to the
restrictions  on the transfer of your  outstanding  notes.  Those  transfer
restrictions  are described in the indenture and in the legend contained on
the  outstanding   notes,  and  arose  because  we  originally  issued  the
outstanding  notes under  exemptions  from, and in transactions not subject
to, the registration requirements of the Securities Act.

     In general,  you may offer or sell your outstanding notes only if they
are registered  under the Securities  Act and applicable  state  securities
laws,  or if they are  offered  and  sold  under an  exemption  from  those
requirements.  We do not intend to register the outstanding notes under the
Securities Act.

     If a large number of outstanding  notes are exchanged for notes issued
in the  exchange  offer,  it may be more  difficult  for  you to sell  your
unexchanged  notes.  In addition,  if you do not exchange your  outstanding
notes in the exchange  offer,  you will no longer be entitled to have those
notes registered under the Securities Act.

     See  "The   Exchange   Offer--Consequences   of  Failure  to  Exchange
Outstanding Notes" for a discussion of the possible consequences of failing
to exchange your outstanding notes.

A SUBSTANTIAL PORTION OF OUR OPERATIONS ARE CONDUCTED THROUGH OUR DIRECT
AND INDIRECT SUBSIDIARIES AND, BECAUSE THE NOTES ARE OUR UNSECURED
OBLIGATIONS, THE CLAIMS OF CREDITORS OF OUR SUBSIDIARIES ARE EFFECTIVELY
SENIOR TO CLAIMS OF HOLDERS OF THE NOTES.

     The notes are our unsecured obligations and will rank equally in right
of  payment  with  all  of  our  other   existing  and  future   unsecured,
unsubordinated obligations. The notes are not secured by any of our assets.
Any future claims of secured  lenders with respect to assets securing their
loans will be prior to any claim of the  holders of the notes with  respect
to those assets.

     A significant  portion of our  operations  are  conducted  through our
subsidiaries.  As a result, our ability to service our debts, including our
obligations  under the notes and other  obligations,  is  dependent to some
extent  on the  earnings  of our  subsidiaries  and the  payment  of  those
earnings  to us in the form of  dividends,  loans or  advances  and through
repayment of loans or advances from us. Our  subsidiaries  are separate and
distinct legal  entities.  Our  subsidiaries  have no obligation to pay any
amounts  due on the notes or to provide  us with funds to meet our  payment
obligations on the notes, whether in the form of dividends,  distributions,
loans or other payments.  In addition,  any payment of dividends,  loans or
advances by our  subsidiaries  could be subject to statutory or contractual
restrictions.  Payments to us by our  subsidiaries  will also be contingent
upon our subsidiaries' earnings and business considerations.

     Our right to receive  any assets of any of our  subsidiaries  upon our
liquidation  or  reorganization,  and therefore the right of the holders of
the notes to participate in those assets, will be effectively  subordinated
to the claims of that subsidiary's creditors, including trade creditors. In
addition, even if we are a creditor of any of our subsidiaries,  our rights
as a creditor would be  subordinate to any security  interest in the assets
of our subsidiaries and any indebtedness of our subsidiaries senior to that
held by us.

AN ACTIVE TRADING MARKET FOR THE NOTES MAY NOT DEVELOP.

     The  exchange  notes  constitute a new issue of  securities  for which
there is no existing trading market. An active trading market for the notes
may not develop. If a market develops, the notes could trade at prices that
may be  higher or lower  than the  initial  offering  price or the price at
which an investor purchased the notes depending on many factors,  including
prevailing interest rates, our financial  performance,  developments in the
industries in which we conduct  business and changes in the overall  market
for investment grade securities.  If no active trading market develops, you
may not be able to resell your notes at a satisfactory price or at all.

RISKS RELATED TO OUR BUSINESS

CURRENCY FLUCTUATIONS MAY AFFECT OUR OPERATING PROFITS.

     Because we conduct operations in many countries,  our operating income
can be significantly  affected by fluctuations in currency  exchange rates.
Swiss franc-denominated expenses represent a much greater percentage of our
operating expenses than Swiss  franc-denominated sales represent of our net
sales.  In  part,  this is  because  most  of our  manufacturing  costs  in
Switzerland relate to products that are sold outside Switzerland. Moreover,
a substantial  percentage  of our research and  development  expenses,  and
general and administrative expenses are incurred in Switzerland. Therefore,
if the Swiss franc  strengthens  against  all or most of our major  trading
currencies  (e.g.,  the  U.S.  dollar,   the  euro,  other  major  European
currencies and the Japanese yen), our operating profit is reduced.  We also
have significantly more sales in European  currencies (other than the Swiss
franc) than we have expenses in those currencies.  Therefore, when European
currencies  weaken  against the U.S.  dollar and the Swiss  franc,  it also
decreases our operating profits. Accordingly, the Swiss franc exchange rate
to the  euro  is an  important  cross-rate  monitored  by the  Company.  We
estimate that a 1%  strengthening of the Swiss franc against the euro would
result in a decrease  in our  earnings  before tax of $0.8  million to $1.2
million on an annual  basis.  In addition  to the effects of exchange  rate
movements  on  operating  profits,  our debt  levels can  fluctuate  due to
changes in exchange  rates,  particularly  between the U.S.  dollar and the
Swiss  franc.  Based on our  outstanding  debt at  December  31,  2003,  we
estimate  that a ten  percent  weakening  of the U.S.  dollar  against  the
currencies in which our debt is denominated  would result in an increase of
approximately $4.7 million in the reported U.S. dollar value of the debt.

WE ARE SUBJECT TO CERTAIN RISKS ASSOCIATED WITH OUR INTERNATIONAL
OPERATIONS AND FLUCTUATING CONDITIONS IN EMERGING MARKETS.

     We conduct business in many countries,  including  emerging markets in
Asia,  Latin America and Eastern Europe.  In addition to the currency risks
discussed above,  international operations pose other substantial risks and
problems for us. For  instance,  various  local  jurisdictions  in which we
operate  may  revise  or  alter  their   respective  legal  and  regulatory
requirements.  In addition,  we may  encounter one or more of the following
obstacles or risks:

     o    tariffs and trade barriers;

     o    difficulties in staffing and managing local operations;

     o    credit risks  arising from  financial  difficulties  facing local
          customers and distributors;

     o    difficulties in protecting intellectual property;

     o    nationalization of private enterprises;

     o    restrictions on investments and/or limitations  regarding foreign
          ownership;

     o    adverse tax  consequences,  including  imposition  or increase of
          withholding  and other taxes on remittances and other payments by
          subsidiaries; and

     o    uncertain  local  economic,   political  and  social  conditions,
          including hyper-inflationary conditions.

     We must  also  comply  with a variety  of  regulations  regarding  the
conversion  and  repatriation  of funds  earned  in local  currencies.  For
example,  converting  earnings  from our  operations  in China  into  other
currencies and repatriating these funds require governmental  approvals. If
we cannot comply with these or other  applicable  regulations,  we may face
increased difficulties in utilizing cash flow generated by these operations
outside of China.

     Economic  conditions  in  emerging  markets  have  from  time  to time
deteriorated  significantly,  and some  emerging  markets are  experiencing
recessionary trends,  severe currency devaluations and inflationary prices.
Moreover,  economic  problems  in  individual  markets  can spread to other
economies, adding to the adverse conditions we face in emerging markets. We
remain  committed to emerging  markets,  particularly  those in Asia, Latin
America and Eastern Europe.  However,  we expect the  fluctuating  economic
conditions  will affect our results of  operations in these markets for the
foreseeable future.

     The past outbreak and possible  recurrence of severe acute respiratory
syndrome, or SARS, or other public health-related developments could have a
negative impact on our results of operations.  In particular,  SARS-related
factors  may  reduce  our  sales  to  affected   regions  and  disrupt  our
manufacturing centers located in China. Any disruption to our manufacturing
operations could result in reduced sales and increased supply chain costs.

WE OPERATE IN HIGHLY COMPETITIVE MARKETS, AND IT MAY BE DIFFICULT TO
PRESERVE OPERATING MARGINS, GAIN MARKET SHARE AND MAINTAIN A TECHNOLOGICAL
ADVANTAGE.

     Our  markets  are  highly   competitive.   Weighing   and   analytical
instruments   markets  are  also  fragmented  both  geographically  and  by
application,  particularly the industrial and food retailing markets.  As a
result, we face numerous regional or specialized competitors,  many of whom
are well established in their markets. In addition, some of our competitors
are divisions of larger  companies with potentially  greater  financial and
other resources than our company.  Taken together,  the competitive  forces
present in our markets can impair our operating  margins in certain product
lines and  geographic  markets.  We expect our  competitors  to continue to
improve the design and  performance  of their products and to introduce new
products with competitive prices.  Although we believe that we have certain
technological and other advantages over our competitors, we may not be able
to realize and maintain these advantages.

OUR PRODUCT DEVELOPMENT EFFORTS MAY NOT PRODUCE COMMERCIALLY VIABLE
PRODUCTS IN A TIMELY MANNER.

     We must introduce new products and enhancements in a timely manner, or
our products could become  technologically  obsolete over time, which would
harm our operating results. To remain competitive, we must continue to make
significant  investments in research and  development,  sales and marketing
and  customer  service  and  support.  We  cannot be sure that we will have
sufficient  resources to continue to make these investments.  In developing
new products, we may be required to make substantial  investments before we
can  determine  their  commercial  viability.  As a  result,  we may not be
successful in developing new products and we may never realize the benefits
of our research and development activities.

A PROLONGED DOWNTURN OR ADDITIONAL CONSOLIDATION IN THE PHARMACEUTICAL,
FOOD, FOOD RETAILING AND CHEMICALS INDUSTRIES COULD ADVERSELY AFFECT OUR
OPERATING RESULTS.

     Our  products are used  extensively  in the  pharmaceutical,  food and
beverage and chemical  industries.  Consolidation in the pharmaceutical and
chemicals industries hurt our sales in prior years. A prolonged downturn or
additional  consolidation in any of these industries could adversely affect
our operating  results.  In addition,  the capital spending policies of our
customers in these  industries  are based on a variety of factors we cannot
control,  including the resources available for purchasing  equipment,  the
spending priorities among various types of equipment and policies regarding
capital expenditures  generally.  Any decrease or delay in capital spending
by our  customers  would  cause our  revenues to decline and could harm our
profitability.

WE MAY FACE RISKS ASSOCIATED WITH FUTURE ACQUISITIONS.

     We  plan  to  pursue  acquisitions  of  complementary  product  lines,
technologies or businesses. Acquisitions involve numerous risks, including:

     o    difficulties  in the  assimilation  of the  acquired  operations,
          technologies and products;

     o    diversion of management's attention from other business concerns;
          and

     o    potential departures of key employees of the acquired company.

     If we successfully  identify  acquisitions  in the future,  completing
such acquisitions may result in:

     o    new  issuances  of our  stock  that may be  dilutive  to  current
          owners;

     o    increases in our debt and contingent liabilities; and

     o    additional amortization expenses related to intangible assets.

     Any of these  acquisition-related  risks  could  materially  adversely
affect our profitability.

     We may not be able to  identify,  successfully  complete or  integrate
potential  acquisitions  in the future.  However,  even if we can do so, we
cannot be sure that these  acquisitions  will have a positive impact on our
business or operating results.

OUR NEW SENIOR CREDIT FACILITY RESTRICTS OUR ABILITY TO TAKE CERTAIN
ACTIONS.

     Covenants in our new senior  credit  facility  restrict our ability to
incur additional indebtedness,  incur liens and change our business. We are
also subject to financial ratio covenants. Our ability to comply with these
covenants may be affected by events beyond our control, including economic,
financial and industry  conditions.  A failure to comply with the covenants
and restrictions  contained in our debt obligations or any other agreements
with respect to any additional financing could result in an acceleration of
the amount we owe under our debt agreements.

IF WE CANNOT PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, OR IF WE INFRINGE OR
MISAPPROPRIATE THE PROPRIETARY RIGHTS OF OTHERS, OUR OPERATING RESULTS
COULD BE HARMED.

     Our success  depends on our  ability to obtain and enforce  patents on
our  technology  and to protect  our trade  secrets.  Our  patents  may not
provide complete  protection,  and competitors may develop similar products
that are not covered by our patents.  Our patents may also be challenged by
third  parties and  invalidated  or narrowed.  Although we take measures to
protect confidential  information,  improper use or disclosure of our trade
secrets may still occur.

     We may be sued for infringing on the  intellectual  property rights of
others.   The  cost  of  any  litigation  could  affect  our  profitability
regardless of the outcome, and management  attention could be diverted.  If
we are  unsuccessful in such litigation,  we may have to pay damages,  stop
the  infringing  activity  and/or obtain a license.  If we fail to obtain a
required  license,  we may be unable to sell  some of our  products,  which
could result in a decline in our revenues.

DEPARTURES OF KEY EMPLOYEES COULD IMPAIR OUR OPERATIONS.

     We have  employment  contracts  with  each of our  key  employees.  In
addition, our key employees own shares of our common stock and have options
to purchase additional shares.  Nevertheless,  such individuals could leave
the Company.  If any key employees  stopped  working for us, our operations
could be harmed. We have no key man life insurance policies with respect to
any of our senior executives.

WE MAY BE ADVERSELY AFFECTED BY ENVIRONMENTAL LAWS AND REGULATIONS.

     We  are  subject  to  various   environmental  laws  and  regulations,
including those relating to:

     o    air emissions;

     o    wastewater discharges;

     o    the handling and disposal of solid and hazardous wastes; and

     o    the  remediation  of  contamination  associated  with the use and
          disposal of hazardous substances.

     We  incur  capital  and  operating   expenditures  in  complying  with
environmental  laws and  regulations  both in the U.S.  and abroad.  We are
currently  involved in, or have  potential  liability  with respect to, the
remediation  of past  contamination  in  facilities  both in the  U.S.  and
abroad. In addition, some of these facilities have or had been in operation
for many decades and may have used  substances or generated and disposed of
wastes that are  hazardous  or may be  considered  hazardous in the future.
These sites and  disposal  sites owned by others to which we sent waste may
in the  future be  identified  as  contaminated  and  require  remediation.
Accordingly,  it is possible  that we could  become  subject to  additional
environmental  liabilities  in the  future  that may harm  our  results  of
operations or financial condition.

WE MAY BE ADVERSELY AFFECTED BY FAILURE TO COMPLY WITH REGULATIONS OF
GOVERNMENTAL AGENCIES.

     Our products are subject to regulation by governmental agencies. These
regulations  govern a wide variety of activities  relating to our products,
from design and development, to labeling,  manufacturing,  promotion, sales
and distribution.  If we fail to comply with these regulations, we may have
to recall  products  and  cease  their  manufacture  and  distribution.  In
addition, we could be subject to fines or criminal prosecution.

GUIDELINES RELATING TO ACCOUNTING FOR GOODWILL COULD MAKE OUR
ACQUISITION-RELATED CHARGES LESS PREDICTABLE IN ANY GIVEN REPORTING PERIOD.

     Starting in 2002, our goodwill amortization charges have ceased. As at
December 31, 2003,  our  consolidated  balance sheet  included  goodwill of
$421.9 million and other intangible assets of $126.9 million.

     Our  business  acquisitions  typically  result in  goodwill  and other
intangible  assets,  which affect the amount of future period  amortization
expense  and  possible   impairment   expense  that  we  will  incur.   The
determination of the value of such intangible assets requires management to
make  estimates  and  assumptions  that affect our  consolidated  financial
statements.

     In  accordance  with SFAS No.  142,  "Goodwill  and  Other  Intangible
Assets" ("SFAS 142"), our goodwill and  indefinite-lived  intangible assets
are not amortized,  but are evaluated for impairment annually in the fourth
quarter, or more frequently if events or changes in circumstances  indicate
that an  asset  might  be  impaired.  The  annual  evaluation  is  based on
valuation  models that  estimate  fair value based on expected  future cash
flows and profitability  projections.  In preparing the valuation models we
consider a number of factors,  including operating results, business plans,
economic  conditions,  future cash flows, and transactions and market place
data.  There are inherent  uncertainties  related to these  factors and our
judgment in  applying  them to the  impairment  analyses.  The  significant
estimates  and  assumptions  within our fair  value  models  include  sales
growth, controllable cost growth, perpetual growth, effective tax rates and
discount rates.  Our assessments to date have indicated that there has been
no impairment of these assets.

     Our drug  discovery  reporting unit is sensitive to changes in biotech
and  pharmaceutical  capital  spending  and drug  discovery  experienced  a
double-digit decline in revenue and profitability during 2003. However, the
fair value of the  Company's  drug  discovery  reporting  unit exceeded its
carrying  value of $29 million as of  September  30, 2003 and  December 31,
2003.  In  accordance  with the  provisions  of SFAS 142,  the Company will
monitor the fair value of this  reporting  unit closely to determine if the
2004 business plan is being achieved.  For example, we will monitor whether
the forecasted  benefits of our drug discovery cost reduction  programs are
being realized, including the program of manufacturing site rationalization
currently in progress.

     Should  any  of  these  estimates  or  assumptions  in  the  preceding
paragraphs  not be  accurate,  or  should  we  incur  lower  than  expected
operating  performance or cash flows, we may experience a triggering  event
that requires a new fair value  assessment for our reporting units prior to
the  required  annual  assessment.  These  types of  events  and  resulting
analysis  could  result  in  impairment  charges  for  goodwill  and  other
indefinite-lived  intangible  assets if the fair  value  estimate  declines
below the carrying value.

     Our  amortization  expense  related to  intangible  assets with finite
lives may  materially  change  should our  estimates  of their useful lives
change.

IF WE ARE REQUIRED TO ACCOUNT FOR EMPLOYEES' OPTIONS UNDER OUR STOCK OPTION
PLAN AS A COMPENSATION EXPENSE, IT WOULD REDUCE OUR NET EARNINGS.

     There has been  increasing  public  debate in the U.S.  and  elsewhere
about the proper accounting treatment for employee stock options.  Although
we are not  currently  required  to  record  any  compensation  expense  in
connection  with option grants that have an exercise price at or above fair
market value,  it is possible that future laws or regulations  will require
us to treat all stock  options as a  compensation  expense.  Note 12 to our
financial  statements  shows the  impact  that such a change in  accounting
treatment  would have had on our net  earnings and earnings per share if it
had  been  in  effect  during  the  past  three  fiscal  years  and  if the
compensation expense were calculated as described in Note 12.

UNANTICIPATED CHANGES IN OUR TAX RATES OR EXPOSURE TO ADDITIONAL INCOME TAX
LIABILITIES COULD IMPACT OUR PROFITABILITY.

     We are subject to income  taxes in both the United  States and various
other  foreign  jurisdictions,  and  our  domestic  and  international  tax
liabilities   are  subject  to  allocation  of  expenses  among   different
jurisdictions. Our effective tax rates could be adversely affected by:

     o    changes in the mix of earnings by jurisdiction;

     o    changes in tax laws or tax rates;

     o    changes in the valuation of deferred tax assets and  liabilities;
          and

     o    material audit adjustments.

     In particular,  the carrying  value of deferred tax assets,  which are
predominantly in the U.S., is dependent upon our ability to generate future
taxable  income in the U.S. In addition,  the amount of income taxes we pay
is  subject  to  ongoing  audits in  various  jurisdictions  and a material
assessment by a governing tax authority could affect our profitability.



                              USE OF PROCEEDS

     We will not  receive  any  proceeds in  connection  with the  exchange
offer. In consideration  for issuing the exchange notes in exchange for the
outstanding notes as described in this prospectus,  we will receive, retire
and cancel the outstanding  notes tendered in the exchange  offer.  The net
proceeds from the sale of the outstanding  notes,  after deducting fees and
expenses,  were  approximately  $148.8  million.  We  used  all of the  net
proceeds to repay  indebtedness  owing  under our  previous  senior  credit
facility.

                     RATIO OF EARNINGS TO FIXED CHARGES

                                          YEAR ENDED DECEMBER 31,
                                    --------------------------------------
                                  1999     2000      2001     2002     2003
                                 ------   ------    ------   ------   ------
Ratio of earnings to                3.9      4.9       5.8      5.2      6.7
fixed charges (a)

(a) In calculating the ratio of earnings to fixed charges, earnings consist
of income  before  taxes  plus  fixed  charges.  Fixed  charges  consist of
interest  expense and  amortization  of deferred  financing  fees,  whether
capitalized or expensed,  plus one-third of rental expense under  operating
lease (the  portion that has been deemed by us to be  representative  of an
interest factor).



                     DESCRIPTION OF THE EXCHANGE NOTES

     The  exchange  notes will be issued  under an  indenture,  dated as of
November 12,  2003,  between us and  JPMorgan  Chase Bank,  as trustee (the
"Trustee"), filed as an exhibit to the registration statement of which this
prospectus is a part. The Indenture  contains  provisions which define your
rights under the notes. In addition,  the Indenture governs the obligations
of the Company. The terms of the exchange notes include those stated in the
Indenture and, upon effectiveness of a registration  statement with respect
to the exchange notes, those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended.

     The  following  summary of  provisions  of the indenture and the notes
does not purport to be complete  and is subject  to, and  qualified  in its
entirety by reference to, all of the provisions of the indenture, including
definitions  therein of certain  terms.  This  summary  may not contain all
information that you may find useful. You should read the indenture and the
notes,  copies of which are  available  from us upon  request.  Capitalized
terms used and not defined in this  summary  have the meaning  specified in
the  indenture.  References  to  "the  Company"  in  this  section  of  the
prospectus are to Mettler-Toledo International Inc. (parent company only).

GENERAL

     The notes will have the following basic terms:

     o    the notes will be our senior unsecured  obligations and will rank
          equally with all of our other  current and future  unsecured  and
          unsubordinated debt;

     o    the notes will  initially  be limited to $150  million  aggregate
          principal amount;

     o    the notes will accrue interest at a rate of 4.85% per year;

     o    interest  will accrue on the notes from the most recent  interest
          payment  date to or for  which  interest  has  been  paid or duly
          provided (or if no interest has been paid or duly  provided  for,
          from November 12, 2003), payable  semi-annually in arrears on May
          15 and November 15 of each year, beginning on May 15, 2004;

     o    the notes will mature on November 15, 2010, unless redeemed prior
          to that date; and

     o    we may redeem  the notes at any time at our  option as  described
          under "--Optional Redemption."

     Interest will be paid to the person in whose name a note is registered
at the  close  of  business  on May 1 or  November  1, as the  case may be,
immediately  preceding the relevant interest payment date.  Interest on the
notes will be  computed on the basis of a 360-day  year  composed of twelve
30-day months.

     If any interest or other payment date of a note falls on a day that is
not a business day, the required payment of principal, premium, if any, and
interest will be made on the next succeeding business day as if made on the
date that the payment was due and no interest  will accrue on that  payment
for the period from and after that  interest or other  payment date, as the
case may be, to the date of that  payment on the next  succeeding  business
day. The term "business day" means, with respect to any note, any day other
than a Saturday,  a Sunday or a day on which banking  institutions or trust
companies  in The City of New  York  are  authorized  or  required  by law,
regulation or executive order to close.

     The notes will be issued only in  registered  form without  coupons in
denominations  of $1,000 and any  integral  multiple  of $1,000  above that
amount.  The  notes  will  be  represented  by one  or  more  global  notes
registered in the name of a nominee of DTC.

     The notes will not be subject to any sinking fund.

     We may,  subject  to  compliance  with  applicable  law,  at any time,
purchase notes in the open market or otherwise.

RANKING

     Payment of the  principal of and premium,  if any, and interest on the
notes will rank equally with all of our other current and future  unsecured
and unsubordinated debt.

     Because a significant  portion of our operations are conducted through
our subsidiaries,  the cash flow and the consequent  ability to service our
indebtedness,  including  the notes,  is  dependent to some extent upon the
earnings of our subsidiaries and the distribution of those earnings or upon
the payments of funds by those  subsidiaries  to us. Our  subsidiaries  are
separate and distinct legal entities and have no obligation,  contingent or
otherwise,  to pay any amounts  due  pursuant to the notes or to make funds
available  to us,  whether  by  dividends,  loans  or  other  payments.  In
addition,  the payment of dividends and the making of loans and advances to
us  by  our  subsidiaries  may  be  subject  to  contractual  or  statutory
restrictions,  depend  upon  the  earnings  of those  subsidiaries  and are
subject to various business considerations.

     Any right we may have to  receive  assets  of any of our  subsidiaries
upon their liquidation or  reorganization  (and the consequent right of the
holders of the notes to  participate  in those assets) will be  effectively
subordinated to the claims of such subsidiary's creditors,  including trade
creditors.  In addition, the notes will effectively rank junior in right of
payment to any secured indebtedness which we may incur in the future to the
extent of the assets securing such indebtedness.

OPTIONAL REDEMPTION

     We may redeem any of the notes in whole or in part, at our option,  at
any time  prior to  their  maturity,  at a  redemption  price  equal to the
greater of (1) 100% of the  principal  amount of such notes and (2) the sum
of the present values of the remaining  scheduled payments of principal and
interest thereon  (exclusive of interest accrued to the date of redemption)
discounted to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis
points (the "Make-Whole  Amount"),  and in each case, plus accrued interest
thereon to the redemption date.

     "Treasury Rate" means,  with respect to any redemption  date, the rate
per  annum  equal  to  the  semiannual  equivalent  yield  to  maturity  or
interpolated  (on a day count  basis)  of the  Comparable  Treasury  Issue,
assuming  a  price  for  the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal amount) equal to the Comparable  Treasury Price
for such redemption date.

     "Comparable  Treasury  Issue"  means  the U.S.  Treasury  security  or
securities selected by an Independent Investment Banker as having an actual
or interpolated  maturity  comparable to the remaining term of the notes to
be  redeemed  that  would  be  utilized,  at the time of  selection  and in
accordance  with  customary  financial  practice,  in pricing new issues of
corporate debt securities of a comparable maturity to the remaining term of
such notes.

     "Independent  Investment  Banker" means one of the Reference  Treasury
Dealers appointed by the Company.

     "Comparable  Treasury  Price"  means,  with respect to any  redemption
date, (1) the average of the Reference  Treasury Dealer Quotations for such
redemption  date,  after  excluding  the highest and lowest such  Reference
Treasury  Dealer  Quotation or (2) if the Company  obtains  fewer than four
such  Reference  Treasury  Dealer  Quotations,  the  average  of  all  such
quotations.

     "Reference  Treasury  Dealer" means Merrill  Lynch,  Pierce,  Fenner &
Smith  Incorporated  and its affiliates  which are primary U.S.  government
securities dealers, and their respective successors,  and three other firms
which are  primary  U.S.  government  securities  dealers  that the Company
selects; provided,  however, that if any of the foregoing shall cease to be
a primary U.S.  government  securities  dealer in The City of New York, the
Company will  substitute  therefor  another  such  primary U.S.  government
securities dealer.

     "Reference  Treasury  Dealer  Quotation"  means,  with respect to each
Reference  Treasury  Dealer  and  any  redemption  date,  the  average,  as
determined by the Company,  of the bid and asked prices for the  Comparable
Treasury  Issue  (expressed  in each case as a percentage  of its principal
amount) quoted in writing to the Company by such Reference  Treasury Dealer
at 3:30  p.m.  New York  time on the  third  business  day  preceding  such
redemption date.

     We will mail notice of any  redemption at least 30 days,  but not more
than 60 days,  before  the  redemption  date to each  holder of notes to be
redeemed.  If less than all the notes are to be redeemed  at any time,  the
trustee  will select notes to be redeemed by lot, on a pro rata basis or by
another method the trustee deems fair and appropriate.

     Unless we default in payment of the redemption price, on and after the
redemption  date,  interest  will  cease to accrue on the notes or  portion
thereof called for redemption.

COVENANTS

     The indenture will not:

     o    limit the amount of indebtedness or lease obligations that may be
          incurred by us and our subsidiaries; or

     o    contain  provisions  which  would  give  holders of the notes the
          right to require us to  repurchase  their notes in the event of a
          decline in the  credit  rating of our debt  securities  resulting
          from  a  change   in   control,   recapitalization   or   similar
          restructuring or from any other event.

LIMITATION ON LIENS

     The  indenture  will  provide  that the Company will not, and will not
permit any Restricted  Subsidiary to, issue, assume or guarantee any notes,
bonds,  debentures or other  evidences of  indebtedness  for money borrowed
(notes,  bonds,  debentures,  or other evidences of indebtedness  for money
borrowed ("Debt")) secured by a lien, mortgage,  security interest,  pledge
or other  encumbrance  ("Lien")  on any  Principal  Property,  or shares of
capital  stock or Debt of any  Restricted  Subsidiary,  unless the  Company
secures or causes such Restricted  Subsidiary to secure the notes (together
with, if the Company  shall so determine,  any other Debt of the Company or
any Restricted  Subsidiary then existing or thereafter created which is not
subordinate  to the notes)  equally and  ratably  with such  secured  Debt,
unless the  aggregate  amount of all such secured  Debt,  together with all
Attributable  Debt  outstanding  pursuant to the first paragraph of the "--
Limitation on Sale and Lease-Back  Transactions"  covenant described below,
would not exceed 10% of Consolidated Net Worth.

     The  limitation  on  liens  will  not  apply  to Debt  secured  by the
following:

     o    Liens on  property of any  corporation  existing at the time such
          corporation becomes a Restricted Subsidiary;

     o    Liens on any property  existing at the date of the  indenture (as
          set  forth  on a  schedule  to the  indenture)  or at the time of
          acquisition by the Company or a Restricted Subsidiary;

     o    Liens securing Debt of a Restricted  Subsidiary to the Company or
          to another Restricted Subsidiary;

     o    Liens on property to secure the payment of all or any part of the
          purchase  price of such  property  upon the  acquisition  of such
          property by the Company or a Restricted  Subsidiary  or to secure
          any Debt  incurred  prior to, at the time of, or within  120 days
          after,  the later of the date of acquisition of such property and
          the date such  property is placed in service,  for the purpose of
          financing all or any part of the purchase price thereof, or Liens
          to secure any Debt incurred for the purpose of financing the cost
          to the Company or a Restricted  Subsidiary of improvement to such
          acquired property;

     o    Liens on  property  of a  corporation  existing  at the time such
          corporation  is  merged or  consolidated  with the  Company  or a
          Restricted  Subsidiary  or at the time of a sale,  lease or other
          disposition  of the properties of a corporation as an entirety or
          substantially  as an  entirety  to the  Company  or a  Restricted
          Subsidiary;  provided, that such Lien as a result of such merger,
          consolidation,  sale, lease or other  disposition is not extended
          to property  owned by the Company or such  Restricted  Subsidiary
          immediately prior thereto;

     o    mechanics'  liens, tax liens,  liens in favor of any governmental
          body  to  secure  progress,  advance  or  other  payments  or the
          acquisition  of real or personal  property from any  governmental
          body  pursuant  to contract or  provision  of statute,  and other
          liens,  charges  and  encumbrances  incidental  to  construction,
          conduct of  business or  ownership  of property of the Company or
          any Restricted  Subsidiary  which were not incurred in connection
          with  borrowing  money,  obtaining  advances  or  credits  or the
          acquisition  of property and in the  aggregate do not  materially
          impair use of any Principal Property or which are being contested
          in good faith; or

     o    any  extension,  renewal  or  replacement  (including  successive
          extensions, renewals, or replacements), as a whole or in part, of
          any  of  the  aforementioned   Liens;   provided  that  (1)  such
          extension,  renewal,  or replacement  Liens are limited to all or
          part of the same  property,  shares of stock or Debt that secured
          the Liens extended,  renewed,  or replaced (plus  improvements on
          such  property) and (2) the  principal  amount of Debt secured by
          such Liens at such time is not increased.

LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS

     The indenture will provide that neither the Company nor any Restricted
Subsidiary may enter into any sale and lease-back transaction involving any
Principal  Property unless the aggregate  amount of all  Attributable  Debt
with  respect  to such  transactions,  together  with all Debt  outstanding
pursuant to the first  paragraph of the "--  Limitation on Liens"  covenant
described above, would not exceed 10% of Consolidated Net Worth.

     The limitation on sale and lease-back  transactions  will not apply to
any sale and lease-back transaction if:

     o    the lease is for a period of not more than three years;

     o    the purchaser's  commitment is obtained within 120 days after the
          acquisition,  construction or placing in service of the Principal
          Property;

     o    the   transaction   is  between  the  Company  and  a  Restricted
          Subsidiary or between Restricted Subsidiaries;

     o    the Company or such Restricted Subsidiary would be entitled under
          the "-- Limitation on Liens"  covenant  described  above to incur
          Debt  secured by a Lien on such  Principal  Property to be leased
          back in an amount equal to the Attributable  Debt with respect to
          such sale and leaseback  transaction  without equally and ratably
          securing the notes; or

     o    the Company or such Restricted Subsidiary,  within 180 days after
          the effective date of the transaction,  applies to the retirement
          of notes or other Debt of the Company or a Restricted  Subsidiary
          an amount  equal to the  greater of (1) the net  proceeds  of the
          sale or  transfer  of the  Principal  Property so sold and leased
          back pursuant to such  arrangement  and (2) the fair market value
          (as  determined  by the  Board  of  Directors)  of the  Principal
          Property  so sold and leased back  pursuant  to such  arrangement
          minus the amount equal to the principal amount of notes delivered
          to the  trustee  within  such 180 days for  cancellation  and the
          principal  amount  of Debt  voluntarily  retired  (including  any
          premium  or fee paid in  connection  therewith)  within  such 180
          days.

CONSOLIDATION, MERGER AND SALE OF ASSETS

     We may consolidate or merge with or into any other corporation, and we
may sell or  transfer  all or  substantially  all of our  assets to another
corporation,  provided,  among other things, that the following  conditions
are satisfied:

     o    the   corporation   formed   by  or   resulting   from  any  such
          consolidation  or merger or the transferee of such assets will be
          the Company or a  corporation  organized  and existing  under the
          laws of the U.S.,  any state  thereof or the District of Columbia
          and will expressly  assume by supplemental  indenture  payment of
          the  principal of and premium,  if any, and interest on the notes
          and all of the obligations of the Company under the indenture;

     o    immediately  thereafter  no Default or Event of Default under the
          indenture has occurred and is continuing; and

     o    the trustee receives, if requested,  an officer's certificate and
          an opinion of counsel that the merger,  consolidation or transfer
          and such  supplemental  indenture,  as the case may be,  complies
          with the applicable provisions of the indenture.

DEFINITIONS

     "Attributable  Debt"  means,  in  respect  of any sale and  lease-back
transaction,  as of the time of the  determination,  the  lesser of (1) the
sale price of the Principal Property so leased multiplied by a fraction the
numerator of which is the  remaining  portion of the base term of the lease
included in such  transaction and the denominator of which is the base term
of such lease, and (2) the total obligation (discounted to present value at
the implicit  interest  factor,  determined  in accordance  with  generally
accepted  financial  practice,  included in the rental payments or, if such
interest factor cannot readily be determined,  at a rate of interest of 10%
per annum,  compounded  semi-annually)  of the  lessee for rental  payments
(other than  amounts  required  to be paid on account of property  taxes as
well as maintenance,  repairs, insurance, water rates and other items which
do not  constitute  payments  for  property  rights)  during the  remaining
portion of the base term of the lease included in such transaction.

     "Consolidated Net Worth" means the excess over current  liabilities of
all  assets  properly  appearing  on a  consolidated  balance  sheet of the
Company and its  consolidated  Subsidiaries  after  deducting  the minority
interests of others in Subsidiaries.

     "Principal  Property"  means any facility  (together  with the land on
which it is  erected  and  fixtures  comprising  a part of the  land)  used
primarily for manufacturing or processing, located in the U.S., owned by or
leased to us or a Subsidiary, exclusive of the following:

     o    any property  financed through  obligations  issued by a state or
          possession  of  the  U.S.,  or  any  political   subdivision   or
          instrumentality  of the foregoing,  on which the interest is not,
          in the  opinion  of tax  counsel  of  recognized  standing  or in
          accordance with a ruling issued by the Internal  Revenue Service,
          includable  in gross  income of the  holder by reason of  Section
          103(a) of the  Internal  Revenue  Code (or any  successor to such
          provision)  as in  effect  at the  time of the  issuance  of such
          obligations;

     o    any real property held for development or sale; or

     o    any  property  the gross book value of which  (including  related
          land and  improvements  thereon and all  machinery  and equipment
          included therein without deduction of any depreciation  reserves)
          is less than 10% of Consolidated  Net Worth or which the board of
          directors  of  the  Company  determines  is not  material  to the
          operation  of the  business of the  Company and its  Subsidiaries
          taken as a whole.

     "Restricted  Subsidiary" means a Subsidiary  incorporated in any state
of the U.S. which owns a Principal Property;  provided,  however,  that the
term shall not include any Subsidiary which is solely or primarily  engaged
in the business of providing or obtaining  financing  for the sale or lease
of products sold or leased by the Company or any Subsidiary.

     "Subsidiary" means any corporation of which at least a majority of all
outstanding stock having ordinary voting power in the election of directors
of such  corporation is at the time,  directly or indirectly,  owned by the
Company or by one or more Subsidiaries of the Company or by the Company and
one or more Subsidiaries.

EVENTS OF DEFAULT

     Each of the  following  events will be defined in the  indenture as an
"Event of  Default"  (whatever  the reason  for such  Event of Default  and
whether or not it shall be  voluntary  or  involuntary  or be  effected  by
operation of law or pursuant to any judgment,  decree or order of any court
or any order,  rule or regulation  of any  administrative  or  governmental
body) with respect to the notes:

     (1)  default in the  payment of any  installment  of  interest  on the
          notes for 30 days after becoming due;

     (2)  default in the payment of  principal  or premium,  if any, of the
          notes when it becomes due and payable at its maturity;

     (3)  default  in  the  performance,  or  breach,  of any  covenant  or
          agreement  of the Company in the  indenture  with  respect to the
          notes (other than a covenant or agreement  referred to in clauses
          (1) or (2) above),  which continues for a period of 90 days after
          written  notice to the  Company by the  trustee or to the Company
          and the  trustee  by the  holders  of at least  25% in  principal
          amount of the  outstanding  notes,  which notice  specifies  such
          default or breach and  requires it to be remedied and states that
          such notice is a "Notice of Default" under the indenture;

     (4)  involuntary  acceleration  of the  maturity  of other Debt of the
          Company or any  Restricted  Subsidiary  in excess of $25 million,
          which acceleration  shall not be rescinded or annulled,  or which
          Debt shall not be discharged, within 30 days after notice;

     (5)  entry of one or more final, non appealable judgments,  decrees or
          orders of any court or regulatory or administrative  agency which
          would  require the Company or any  Restricted  Subsidiary to make
          payments  exceeding  $25  million  and where 60 days have  passed
          since the entry of the judgments, decrees or orders without it or
          them having been satisfied or stayed;

     (6)  the Company or any  Restricted  Subsidiary  pursuant to or within
          the meaning of the Bankruptcy Law:

          o    commences a voluntary case proceeding;

          o    consents  to the entry of an order for relief  against it in
               an involuntary case or proceeding;

          o    consents to the  appointment of a Custodian of it or for all
               or substantially all of its property;

          o    makes a general assignment for the benefit of its creditors;

          o    files a petition in bankruptcy or answer or consent  seeking
               reorganization or relief;

          o    consents to the filing of such  petition or the  appointment
               of or taking possession by a Custodian; or

          o    takes any comparable  action under any foreign laws relating
               to insolvency; or

     (7)  a court of competent jurisdiction enters an order or decree under
          any Bankruptcy Law that:

          o    is for relief against the Company or a Restricted Subsidiary
               in an  involuntary  case,  or  adjudicates  the Company or a
               Restricted Subsidiary insolvent or bankrupt;

          o    appoints  a  Custodian   of  the  Company  or  a  Restricted
               Subsidiary or for all or substantially  all of the Company's
               or any Restricted Subsidiary's property; or

          o    orders the  winding-up  or  liquidation  of the Company or a
               Restricted  Subsidiary  (or any  similar  relief is  granted
               under any  foreign  laws),  and the order or decree  remains
               unstayed and in effect for 60 days.

     "Bankruptcy  Law" means Title 11, U.S. Code or any similar  federal or
state or foreign law for the relief of debtors.

     "Custodian"  means  any  custodian,   receiver,   trustee,   assignee,
liquidator or other similar official under any Bankruptcy Law.

     If an Event of  Default  shall  occur and be  continuing,  either  the
trustee  or  the  holders  of at  least  25%  in  principal  amount  of the
outstanding  notes may declare the entire principal amount of all the notes
to be due and payable.

     The indenture will provide that the trustee will, within 90 days after
the  occurrence  of default with respect to the notes,  give the holders of
the notes notice of such default known to it; provided that,  except in the
case of  default  in the  payment  of  principal  or  premium,  if any,  or
interest,  if any, on any of the notes,  the trustee  will be  protected in
withholding  such notice if it in good faith  determines the withholding of
such notice is in the interest of the holders of the notes.

     We are required to furnish the trustee annually a statement by certain
of our officers to the effect that, to the best of their knowledge,  we are
not in  default  in the  fulfillment  of any of our  obligations  under the
indenture  or, if there has been a default in the  fulfillment  of any such
obligation, specifying each such default.

     No holder of any note will have any right to institute any judicial or
other proceeding with respect to the indenture, or for the appointment of a
receiver or trustee, or for any other remedy unless:

     (1)  an Event of Default  shall have  occurred and be  continuing  and
          such holder shall have given the trustee prior written  notice of
          such continuing Event of Default;

     (2)  the  holders  of not less than 25% of the  outstanding  principal
          amount of notes shall have  requested the trustee for such series
          to institute proceedings in respect of such Event of Default;

     (3)  the trustee shall have been offered reasonable  indemnity against
          its  costs,  expenses  and  liabilities  in  complying  with such
          request;

     (4)  the trustee  shall have failed to institute  proceedings  60 days
          after the receipt of such notice, request and offer of indemnity;
          and

     (5)  no direction  inconsistent  with such written  request shall have
          been given for 60 days by the holders of a majority in  principal
          amount of the outstanding notes.

     The holders of a majority  in  principal  amount of notes  outstanding
will have the right,  subject to certain  limitations,  to direct the time,
method and place of conducting any  proceeding for any remedy  available to
the  trustee  with  respect to the notes or  exercising  any trust or power
conferred to the trustee, and to waive certain defaults. The indenture will
provide that in case an Event of Default shall occur and be continuing, the
trustee will  exercise  such of its rights and powers under the  indenture,
and use the same degree of care and skill in their  exercise,  as a prudent
person would exercise or use under the circumstances in the conduct of such
person's own affairs. Subject to such provisions, the trustee will be under
no  obligation  to exercise any of its rights or powers under the indenture
at the  request of any of the  holders of the notes  unless they shall have
offered to the trustee security or indemnity reasonably satisfactory to the
trustee against the costs, expenses and liabilities which might be incurred
by it in compliance with such request.

MODIFICATION AND WAIVERS

     Modification and amendments of the indenture and the notes may be made
by us and the  trustee  with the  consent of the holders of not less than a
majority in aggregate  principal  amount of the outstanding  notes affected
thereby;  provided,  however,  that no such  modification or amendment may,
without  the  consent  of the  holder  of each  outstanding  note  affected
thereby:

     o    change the stated  maturity of the principal  of, or premium,  if
          any, or installment of interest on, any note;

     o    reduce the  principal  amount of, or the rate of interest on, any
          notes;

     o    reduce  any  premium  payable  on the  redemption  of the note or
          change the date on which the note may or must be redeemed;

     o    change the place of payment  (except as  otherwise  described  in
          this  offering  memorandum)  or the coin or currency in which the
          principal  of or,  premium,  if any,  or  interest on any note is
          payable;

     o    impair the right to  institute  suit for the  enforcement  of any
          payment on or after the stated maturity of any note;

     o    reduce the  percentage  in  principal  amount of the  outstanding
          notes,  the consent of whose holders is required in order to take
          certain actions;

     o    reduce the  requirements for quorum or voting by holders of notes
          in the indenture;

     o    modify  any of the  provisions  in the  indenture  regarding  the
          waiver of past  defaults  and the waiver of certain  covenants by
          the  holders of notes  except to  increase  any  percentage  vote
          required  or to provide  that  certain  other  provisions  of the
          indenture cannot be modified or waived without the consent of the
          holder of each note affected thereby; or

     o    modify any of the above provisions.

     In  addition,  we and the  trustee  may,  without  the  consent of any
holders,  change the terms of the  indenture  and the notes with respect to
certain matters, including:

     o    to cure any ambiguity,  omission,  defect or inconsistency in the
          indenture;

     o    to  provide  for the  assumption,  by a  successor  person or the
          acquiror  of all or  substantially  all  of  our  assets,  of our
          obligations under the indenture and the notes;

     o    to add any additional events of default;

     o    to add to our  covenants  for the benefit of holders of the notes
          or to surrender any right or power conferred upon us;

     o    to add one or more  guarantees  for the benefit of holders of the
          notes;

     o    to secure the notes pursuant to the covenants of the indenture;

     o    to add or appoint a successor or separate trustee or other agent;

     o    to  comply  with  any   requirement   in   connection   with  the
          qualification  of an indenture  under the Trust  Indenture Act of
          1939, as amended;

     o    to provide for uncertificated notes in addition to or in place of
          certificated notes;

     o    to provide for the  issuance of the  exchange  notes,  which will
          have terms  substantially  identical in all material  respects to
          the notes (except that the transfer restrictions contained in the
          notes will be modified or eliminated, as appropriate);

     o    to provide for the issuance of any additional  notes,  which will
          have terms  substantially  identical in all material  respects to
          the notes or the  exchange  notes (in each case,  other than with
          respect  to the date of  issuance,  issue  price  and  amount  of
          interest  payable on the first payment date applicable  thereto),
          as the case may be, and which will be treated,  together with any
          outstanding  notes and any additional notes, as a single issue of
          securities; and

     o    to change any other  provision  if the change does not  adversely
          affect the interests of any holder of notes.

     The holders of at least a majority in  aggregate  principal  amount of
the notes may, on behalf of the holders of all notes,  waive  compliance by
the Company with  certain  restrictive  provisions  of the  indenture.  The
holders of not less than a majority in  aggregate  principal  amount of the
outstanding  notes may,  on behalf of the  holders of all notes,  waive any
past default and its  consequences  under the indenture with respect to the
notes, except a default (a) in the payment of principal or premium, if any,
or interest on notes or (b) in respect of a covenant  or  provision  of the
indenture  that cannot be  modified  or amended  without the consent of the
holder of each note.  Upon any such  waiver,  such  default  shall cease to
exist,  and any Event of Default arising  therefrom shall be deemed to have
been cured,  for every purpose of the  indenture;  but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
rights consequent thereon.

     Under the  indenture,  we will be  required  to  furnish  the  trustee
annually a statement as to performance by us of certain of our  obligations
under the indenture and as to any default in such performance.  We are also
required  to  deliver to the  trustee,  within  five days after  occurrence
thereof,  written  notice of any Event of Default or any event  which after
notice or lapse of time or both would constitute an Event of Default.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

     We may discharge certain obligations to holders of the notes that have
not already been delivered to the trustee for  cancellation and that either
have become due and payable or will become due and payable  within one year
(or  scheduled  for  redemption  within  one year) by  depositing  with the
trustee, in trust, funds in U.S. dollars in an amount sufficient to pay the
entire  indebtedness  including  the  principal  and  premium,  if any, and
interest  to the date of such  deposit  (if the notes  have  become due and
payable) or to the maturity thereof or the date of redemption of the notes,
as the case may be.

     The indenture will provide that we may elect either (a) to defease and
be  discharged  from any and all  obligations  with  respect  to the  notes
(except for, among other things, other obligations to register the transfer
or exchange of the notes,  to replace  temporary or  mutilated,  destroyed,
lost or stolen  notes,  to maintain an office or agency with respect to the
notes and to hold moneys for payment in trust) ("legal  defeasance") or (b)
to be  released  from  our  obligations  to  comply  with  the  restrictive
covenants  under  the  indenture,  and any  omission  to  comply  with such
obligations  will not  constitute  a default  or an Event of  Default  with
respect to the notes and  clauses  (4) and (5) under "-- Events of Default"
will no longer be applied  ("covenant  defeasance").  Legal  defeasance  or
covenant  defeasance,  as the case may be, will be conditioned  upon, among
other things, the irrevocable  deposit by us with the trustee, in trust, of
an  amount  in U.S.  dollars,  or U.S.  Government  obligations,  or  both,
applicable to the notes which  through the  scheduled  payment of principal
and interest in accordance with their terms will provide money in an amount
sufficient  to pay the  principal  or premium,  if any, and interest on the
notes on the scheduled due dates therefor.

     If we effect  covenant  defeasance  with  respect to the notes and the
notes are declared due and payable  because of the  occurrence of any Event
of Default  other than under clauses (4) and (5) of "-- Events of Default",
the amount in U.S. dollars,  or U.S.  Government  obligations,  or both, on
deposit with the trustee will be sufficient to pay amounts due on the notes
at the time of the stated maturity but may not be sufficient to pay amounts
due on the notes at the time of the acceleration  resulting from such Event
of Default. However, we would remain liable to make payment of such amounts
due at the time of acceleration.

     We will be  required  to deliver to the  trustee an opinion of counsel
that the deposit and related  defeasance would not cause the holders of the
notes to recognize income, gain or loss for federal income tax purposes. If
we elect legal  defeasance,  that  opinion of counsel  must be based upon a
ruling from the U.S.  Internal  Revenue  Service or a change in law to that
effect.

SAME-DAY SETTLEMENT AND PAYMENT

     The notes will trade in the same-day  funds  settlement  system of DTC
until maturity or until we issue the notes in  certificated  form. DTC will
therefore  require secondary market trading activity in the notes to settle
in immediately  available funds. We can give no assurance as to the effect,
if any, of settlement in immediately available funds on trading activity in
the notes.

FURTHER ISSUES

     We may from  time to time,  without  notice to or the  consent  of the
holders of the notes,  create and issue  additional debt securities  having
the same terms as, and ranking  equally and ratably with,  the notes in all
respects  (or in all respects  except for the payment of interest  accruing
prior to the issue date of such additional debt  securities,  or except for
the first payment of interest  following the issue date of such  additional
debt  securities),   so  that  such  additional  debt  securities  will  be
consolidated  and form a single series with,  and have the same terms as to
status, redemption or otherwise as, the notes.

BOOK-ENTRY; DELIVERY AND FORM; GLOBAL NOTES

     The  notes  will  be  represented  by  one or  more  global  notes  in
definitive,  fully  registered form without interest  coupons.  Each global
note will be deposited with the trustee as custodian for DTC and registered
in the name of a nominee of DTC in New York,  New York for the  accounts of
participants in DTC.

     Investors may hold their  interests in a global note directly  through
DTC if they are DTC participants,  or indirectly through organizations that
are DTC participants.  Except in the limited circumstances described below,
holders of notes  represented  by  interests  in a global  note will not be
entitled to receive their notes in fully registered certificated form.

     DTC has advised us as follows: DTC is a limited-purpose  trust company
organized under New York Banking Law, a "banking  organization"  within the
meaning  of the New York  Banking  Law,  a member  of the  Federal  Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial  Code  and  a  "clearing  agency"  registered  pursuant  to  the
provisions  of Section  17A of the  Exchange  Act.  DTC was created to hold
securities of institutions that have accounts with DTC ("participants") and
to facilitate the clearance and settlement of securities transactions among
its participants in such securities through  electronic  book-entry changes
in accounts of the participants,  thereby eliminating the need for physical
movement of securities certificates.  DTC's participants include securities
brokers and dealers  (which may  include  the initial  purchasers),  banks,
trust companies,  clearing  corporations  and certain other  organizations.
Access to DTC's  book-entry  system  is also  available  to others  such as
banks, brokers,  dealers and trust companies that clear through or maintain
a  custodial   relationship   with  a  participant,   whether  directly  or
indirectly.

Ownership of Beneficial Interests

     Upon  the  issuance  of each  global  note,  DTC will  credit,  on its
book-entry  registration  and transfer  system,  the  respective  principal
amount of the  individual  beneficial  interests  represented by the global
note to the accounts of participants.  Ownership of beneficial interests in
each global note will be limited to  participants  or persons that may hold
interests through  participants.  Ownership of beneficial interests in each
global note will be shown on, and the transfer of those ownership interests
will be effected only through,  records  maintained by DTC (with respect to
participants'  interests) and such participants (with respect to the owners
of beneficial interests in the global note other than participants).

     So long as DTC or its nominee is the registered  holder and owner of a
global note,  DTC or such  nominee,  as the case may be, will be considered
the sole legal  owner of the notes  represented  by the global note for all
purposes under the indenture,  the notes and applicable  law. Except as set
forth below,  owners of  beneficial  interests in a global note will not be
entitled to receive certificated notes and will not be considered to be the
owners or holders of any notes under the global note.  We  understand  that
under  existing  industry  practice,  in the event an owner of a beneficial
interest  in a global  note  desires to take any  actions  that DTC, as the
holder of the global note,  is entitled to take,  DTC would  authorize  the
participants  to take such action,  and that  participants  would authorize
beneficial  owners owning through such  participants to take such action or
would  otherwise  act upon the  instructions  of  beneficial  owners owning
through them.  No beneficial  owner of an interest in a global note will be
able to transfer the interest  except in accordance  with DTC's  applicable
procedures, in addition to those provided for under the indenture.  Because
DTC can only act on  behalf of  participants,  who in turn act on behalf of
others,  the ability of a person  having a beneficial  interest in a global
note to pledge that interest to persons that do not  participate in the DTC
system,  or otherwise to take actions in respect of that  interest,  may be
impaired by the lack of physical certificate of that interest.

     All payments on the notes  represented by a global note  registered in
the  name  of and  held  by DTC or its  nominee  will be made to DTC or its
nominee,  as the case may be, as the  registered  owner  and  holder of the
global note.

     We expect  that DTC or its  nominee,  upon  receipt of any  payment of
principal,  premium,  if any, or interest in respect of a global note, will
credit  participants'  accounts with payments in amounts  proportionate  to
their respective beneficial interests in the principal amount of the global
note as shown on the  records of DTC or its  nominee.  We also  expect that
payments by  participants  to owners of beneficial  interests in the global
note  held  through  such   participants   will  be  governed  by  standing
instructions  and  customary  practices as is now the case with  securities
held for accounts  for  customers  registered  in the names of nominees for
such customers. These payments, however, will be the responsibility of such
participants  and  indirect  participants,  and  neither  we,  the  initial
purchasers,  the trustee nor any paying agent will have any  responsibility
or liability for any aspect of the records relating to, or payments made on
account  of,  beneficial  ownership  interests  in any  global  note or for
maintaining,   supervising  or  reviewing  any  records  relating  to  such
beneficial  ownership interests or for any other aspect of the relationship
between  DTC  and  its  participants  or  the  relationship   between  such
participants and the owners of beneficial interests in the global note.

     Unless and until it is exchanged in whole or in part for  certificated
notes, each global note may not be transferred  except as a whole by DTC to
a nominee of DTC or by a nominee  of DTC to DTC or another  nominee of DTC.
Transfers between  participants in DTC will be effected in the ordinary way
in accordance with DTC rules and will be settled in same-day funds.

     We expect  that DTC will take any  action  permitted  to be taken by a
holder  of notes  (including  the  presentation  of notes for  exchange  as
described below) only at the direction of one or more participants to whose
account the DTC interests in a global note are credited and only in respect
of such portion of the aggregate  principal amount of the notes as to which
such participant or participants has or have given such direction. However,
if there is an Event of Default  under the notes,  DTC will  exchange  each
global  note  for  certificated  notes,  which  it will  distribute  to its
participants.   These   certificated  notes  will  be  subject  to  certain
restrictions  on  registration  of  transfers   described  under  "Transfer
Restrictions" and will bear the legend set forth thereunder.

     Although we expect that DTC will agree to the foregoing  procedures in
order to  facilitate  transfers  of  interests  in each  global  note among
participants  of DTC, DTC is under no  obligation to perform or continue to
perform such  procedures,  and such  procedures may be  discontinued at any
time.  Neither we, the  initial  purchasers  nor the trustee  will have any
responsibility  for  the  performance  or  nonperformance  by DTC or  their
participants or indirect participants of their respective obligations under
the rules and procedures governing their operations.

     The  indenture  provides  that  if (1)  DTC  notifies  us  that  it is
unwilling  or unable  to  continue  as  depository  or if DTC  ceases to be
eligible  under the indenture and we do not appoint a successor  depository
within  90 days,  (2) we  determine  that the  notes  shall  no  longer  be
represented  by global  notes and  execute  and  deliver  to the  trustee a
company order to such effect or (3) an event of default with respect to the
notes  shall have  occurred  and be  continuing,  the global  notes will be
exchanged  for  notes in  certificated  form of like  tenor and of an equal
principal amount, in authorized  denominations.  These  certificated  notes
will be registered in such name or names as DTC shall instruct the trustee.
It is expected that such instructions may be based upon directions received
by DTC from participants with respect to ownership of beneficial  interests
in global  securities.  The  certificated  notes will be subject to certain
restrictions  on  registration  of  transfers   described  under  "Transfer
Restrictions," and will bear the legend set forth thereunder.

     The  information in this section  concerning DTC and DTC's  book-entry
system has been obtained  from sources that we believe to be reliable,  but
we do not take responsibility for its accuracy.

Euroclear and Clearstream, Luxembourg

     If the depositary for a global security is DTC, you may hold interests
in the global security through Clearstream Banking,  societe anonyme, which
we refer to as  "Clearstream,  Luxembourg,"  or Euroclear Bank S.A./ NV, as
operator of the Euroclear System, which we refer to as "Euroclear," in each
case, as a participant in DTC.  Euroclear and Clearstream,  Luxembourg will
hold  interests,  in each  case,  on behalf of their  participants  through
customers'  securities  accounts in the names of Euroclear and Clearstream,
Luxembourg  on the books of their  respective  depositaries,  which in turn
will hold such  interests in  customers'  securities  in the  depositaries'
names on DTC's books.

     Payments, deliveries,  transfers, exchanges, notices and other matters
relating to the notes made  through  Euroclear or  Clearstream,  Luxembourg
must comply with the rules and procedures of those  systems.  Those systems
could change  their rules and  procedures  at any time.  We have no control
over those systems or their participants, and we take no responsibility for
their  activities.   Transactions  between  participants  in  Euroclear  or
Clearstream, Luxembourg, on one hand, and other participants in DTC, on the
other hand, would also be subject to DTC's rules and procedures.

     Investors  will be able to make  and  receive  through  Euroclear  and
Clearstream, Luxembourg payments, deliveries, transfers, exchanges, notices
and other transactions  involving any securities held through those systems
only on days when those  systems are open for  business.  Those systems may
not be open for business on days when banks, brokers and other institutions
are open for business in the U.S.

     In addition, because of time-zone differences, U.S. investors who hold
their interests in the notes through these systems and wish on a particular
day,  to  transfer  their  interests,  or to  receive  or make a payment or
delivery or exercise any other right with respect to their  interests,  may
find that the transaction  will not be effected until the next business day
in  Luxembourg  or Brussels,  as  applicable.  Thus,  investors who wish to
exercise  rights that expire on a particular day may need to act before the
expiration  date. In addition,  investors who hold their interests  through
both DTC and Euroclear or Clearstream,  Luxembourg may need to make special
arrangements  to finance any purchase or sales of their  interests  between
the U.S. and European clearing systems,  and those  transactions may settle
later than transactions within one clearing system.

GOVERNING LAW

     The  indenture  and the notes will be governed  by, and  construed  in
accordance with, the laws of the State of New York.

REGARDING THE TRUSTEE

     The trustee is permitted to engage in other  transactions  with us and
our subsidiaries  from time to time,  provided that if the trustee acquires
any  conflicting   interest  it  must  eliminate  such  conflict  upon  the
occurrence of an Event of Default, or else resign.



                             THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     When we sold the  outstanding  notes on November 12, 2003,  we entered
into a registration  rights  agreement  with the initial  purchasers of the
outstanding notes, which requires us to:

     o    file  with  the  SEC a  registration  statement  related  to  the
          exchange notes;

     o    use our best efforts to have the registration  statement declared
          effective by the SEC under the  Securities  Act on or before June
          9, 2004; and

     o    promptly  after the date the  registration  statement is declared
          effective  by the  SEC,  we have  further  agreed  to  offer  the
          exchange notes in exchange for surrender of the notes.

     If we fail to satisfy our registration and exchange  obligations under
the registration  rights  agreement,  we will be required to pay additional
interest to the holders of the notes.

     A copy of the registration  rights agreement is filed as an exhibit to
the registration statement of which this prospectus is a part.

TERMS OF THE EXCHANGE OFFER

     This prospectus and the  accompanying  letter of transmittal  together
constitute the exchange offer. Upon the terms and subject to the conditions
set forth in this  prospectus  and in the  letter of  transmittal,  we will
accept for exchange  outstanding  notes which are  properly  tendered on or
before the expiration  date and are not withdrawn as permitted  below.  The
expiration  date for this exchange  offer is 5:00 p.m., New York City time,
on ____________, 2004, or such later date and time to which we, in our sole
discretion, extend the exchange offer.

     The form and terms of the exchange  notes are the same as the form and
terms of the outstanding notes, except that:

     o    the exchange notes will have been registered under the Securities
          Act;

     o    the  exchange  notes  will  not  bear  the  restrictive   legends
          restricting their transfer under the Securities Act; and

     o    the  exchange  notes will not  contain  the  registration  rights
          additional  interest  provisions  contained  in  the  outstanding
          notes.

     Notes tendered in the exchange offer must be in minimum  denominations
of $1,000 and integral multiples of $1,000 in excess thereof.

     We expressly reserve the right, in our sole discretion:

     o    to extend the expiration date;

     o    to delay accepting any outstanding notes;

     o    if any of the conditions set forth below under  "--Conditions  to
          the Exchange  Offer" have not been  satisfied,  to terminate  the
          exchange offer and not accept any outstanding notes for exchange;
          or

     o    to amend the exchange offer in any manner.

     We  will  give  oral  or  written  notice  of  any  extension,  delay,
non-acceptance,  termination  or amendment as promptly as  practicable by a
public  announcement,  and in the case of an extension,  no later than 9:00
a.m.,  New York City time,  on the next  business day after the  previously
scheduled expiration date.

     During an extension,  all outstanding  notes previously  tendered will
remain  subject to the  exchange  offer and may be accepted for exchange by
us. Any outstanding  notes not accepted for exchange for any reason will be
returned  without  cost to the holder  that  tendered  them as  promptly as
practicable after the expiration or termination of the exchange offer.

HOW TO TENDER NOTES FOR EXCHANGE

     When the holder of  outstanding  notes  tenders,  and we accept,  such
notes for exchange, a binding agreement between us and the tendering holder
is  created,  subject  to the  terms  and  conditions  set  forth  in  this
prospectus and the accompanying letter of transmittal.  Except as set forth
below,  a holder of  outstanding  notes who wishes to tender such notes for
exchange must, on or prior to the expiration date:

     o    transmit  a  properly  completed  and  duly  executed  letter  of
          transmittal,  including  all  other  documents  required  by such
          letter of transmittal, to the JPMorgan Chase Bank, which will act
          as the exchange  agent,  at the address set forth below under the
          heading "--The Exchange Agent"; or

     o    if  outstanding  notes are  tendered  pursuant to the  book-entry
          procedures set forth below, the tendering holder must transmit an
          agent's  message to the  exchange  agent at the address set forth
          below under the heading "--The Exchange Agent."

     In addition, either:

     o    the  exchange  agent  must  receive  the   certificates  for  the
          outstanding notes and the letter of transmittal;

     o    the exchange agent must receive,  prior to the expiration date, a
          timely confirmation of the book-entry transfer of the outstanding
          notes being  tendered  into the exchange  agent's  account at The
          Depository  Trust  Company,  or DTC,  along  with the  letter  of
          transmittal or an agent's message; or

     o    the holder must comply with the  guaranteed  delivery  procedures
          described below.

     The term "agent's  message"  means a message,  transmitted  to DTC and
received by the exchange agent and forming a part of a book-entry transfer,
or "book-entry confirmation," which states that DTC has received an express
acknowledgement  that the tendering holder agrees to be bound by the letter
of transmittal  and that we may enforce the letter of  transmittal  against
such holder.

     The  method of  delivery  of the  outstanding  notes,  the  letters of
transmittal and all other required documents is at the election and risk of
the holders.  If such  delivery is by mail, we recommend  registered  mail,
properly insured,  with return receipt requested.  In all cases, you should
allow sufficient time to assure timely delivery.  No letters of transmittal
or notes should be sent directly to us.

     Signatures on a letter of transmittal  or a notice of  withdrawal,  as
the  case  may  be,  must  be  guaranteed   unless  the  outstanding  notes
surrendered for exchange are tendered:

     o by a registered holder of the outstanding notes; or

     o for the account of an eligible institution.

     An "eligible  institution" is a firm which is a member of a registered
national  securities  exchange or a member of the National  Association  of
Securities  Dealers,  Inc., or a commercial bank or trust company having an
office or correspondent in the U.S.

     If signatures on a letter of  transmittal  or notice of withdrawal are
required to be guaranteed,  the guarantor must be an eligible  institution.
If outstanding  notes are registered in the name of a person other than the
signer of the letter of transmittal,  the outstanding notes surrendered for
exchange  must be endorsed by, or  accompanied  by a written  instrument or
instruments of transfer or exchange,  in satisfactory form as determined by
us in our sole discretion,  duly executed by the registered holder with the
holder's signature guaranteed by an eligible institution.

     We will determine all questions as to the validity,  form, eligibility
(including  time of receipt) and acceptance of  outstanding  notes tendered
for exchange in our sole discretion.  Our  determination  will be final and
binding. We reserve the absolute right to:

     o    reject any and all  tenders of any  outstanding  note  improperly
          tendered;

     o    refuse to accept any outstanding  note if, in our judgment or the
          judgment of our counsel,  acceptance of the outstanding  note may
          be deemed unlawful; and

     o    waive any defects or irregularities or conditions of the exchange
          offer as to any  particular  outstanding  note  either  before or
          after  the  expiration  date,  including  the  right to waive the
          ineligibility of any holder who seeks to tender outstanding notes
          in the exchange offer.

     Our  interpretation  of the terms and conditions of the exchange offer
as  to  any  particular  outstanding  notes  either  before  or  after  the
expiration  date,  including the letter of transmittal and the instructions
to it,  will be final and  binding on all  parties.  Holders  must cure any
defects and irregularities in connection with tenders of notes for exchange
within such reasonable period of time as we will determine, unless we waive
such  defects or  irregularities.  Neither we, the  exchange  agent nor any
other person shall be under any duty to give  notification of any defect or
irregularity  with respect to any tender of outstanding notes for exchange,
nor  shall  any  of us  incur  any  liability  for  failure  to  give  such
notification.

     If a person or persons other than the registered  holder or holders of
the   outstanding   notes   tendered  for  exchange  signs  the  letter  of
transmittal, the tendered outstanding notes must be endorsed or accompanied
by  appropriate  powers of attorney,  in either case signed  exactly as the
name or names of the  registered  holder  or  holders  that  appear  on the
outstanding notes.

     If trustees, executors, administrators,  guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or  representative
capacity sign the letter of  transmittal  or any  outstanding  notes or any
power of attorney,  such persons  should so indicate when signing,  and you
must submit proper evidence  satisfactory to us of such person's  authority
to so act unless we waive this requirement.

     By  tendering,  each holder  will  represent  to us that,  among other
things,  the  person  acquiring  exchange  notes in the  exchange  offer is
obtaining them in the ordinary course of its business,  whether or not such
person is the holder,  and neither the holder nor such other person has any
arrangement  or  understanding  with  any  person  to  participate  in  the
distribution  of the exchange  notes issued in the exchange  offer.  If any
holder or any such other person is an  "affiliate,"  as defined  under Rule
405 of the Securities  Act, of us, or is engaged in or intends to engage in
or has an arrangement or understanding  with any person to participate in a
distribution  of such notes to be  acquired  in the  exchange  offer,  such
holder or any such other person:

     o    may not rely on  applicable  interpretations  of the staff of the
          SEC; and

     o    must  comply  with  the  registration  and  prospectus   delivery
          requirements  of the Securities Act in connection with any resale
          transaction.

     Each  broker-dealer  who acquired its outstanding notes as a result of
market-making  activities  or  other  trading  activities,  and  thereafter
receives  exchange notes issued for its own account in the exchange  offer,
must  acknowledge  that it will deliver a prospectus in connection with any
resale of such exchange notes issued in the exchange  offer.  The letter of
transmittal states that by so acknowledging and by delivering a prospectus,
a  broker-dealer  will not be deemed to admit  that it is an  "underwriter"
within the meaning of the Securities Act. See "Plan of Distribution"  for a
discussion  of the exchange and resale  obligations  of  broker-dealers  in
connection with the exchange offer.

ACCEPTANCE OF OUTSTANDING NOTES FOR EXCHANGE; DELIVERY OF NOTES ISSUED IN
THE EXCHANGE OFFER

     Upon  satisfaction  or waiver of all the  conditions  to the  exchange
offer, we will accept,  promptly after the expiration date, all outstanding
notes properly  tendered and will issue exchange notes registered under the
Securities  Act. For purposes of the exchange  offer, we shall be deemed to
have accepted properly tendered outstanding notes for exchange when, as and
if we have given oral or written notice to the exchange agent, with written
confirmation  of any oral  notice  to be  given  promptly  thereafter.  See
"--Conditions  to the Exchange  Offer" for a discussion  of the  conditions
that must be satisfied before we accept any outstanding notes for exchange.

     For each  outstanding  note  accepted  for  exchange,  the holder will
receive an  exchange  note  registered  under the  Securities  Act having a
principal  amount  equal  to  that  of the  surrendered  outstanding  note.
Accordingly,  registered  holders of exchange  notes issued in the exchange
offer on the  relevant  record  date for the first  interest  payment  date
following  the  consummation  of the exchange  offer will receive  interest
accruing  from  the  most  recent  date to which  interest  has been  paid.
Outstanding notes that we accept for exchange will cease to accrue interest
from and after the date of consummation  of the exchange  offer.  Under the
registration  rights  agreement,  we may be  required  to  make  additional
payments in the form of penalty  interest to the holders of the outstanding
notes under circumstances relating to the timing of the exchange offer.

     In all cases, we will issue exchange notes for outstanding  notes that
are accepted for exchange only after the exchange agent timely receives:

     o    certificates  for such outstanding  notes or a timely  book-entry
          confirmation of such outstanding  notes into the exchange agent's
          account at DTC;

     o    a properly  completed and duly executed  letter of transmittal or
          an agent's message; and

     o    all other required documents.

     If for any  reason  set  forth  in the  terms  and  conditions  of the
exchange  offer we do not accept any tendered  outstanding  notes,  or if a
holder submits  outstanding  notes for a greater  principal amount than the
holder desires to exchange, we will return such unaccepted or non-exchanged
notes  without cost to the  tendering  holder.  In the case of  outstanding
notes tendered by book-entry  transfer into the exchange agent's account at
DTC,  such  non-exchanged  notes will be credited to an account  maintained
with DTC. We will return the outstanding notes or have them credited to DTC
account as promptly as  practicable  after the expiration or termination of
the exchange offer.

BOOK ENTRY TRANSFER

     The  exchange  agent will make a request to  establish an account with
respect to the outstanding  notes at DTC for purposes of the exchange offer
within two business days after the date of this  prospectus.  Any financial
institution  that is a  participant  in DTC's  system must make  book-entry
delivery of outstanding  notes by causing DTC to transfer such  outstanding
notes into the exchange  agent's  account at DTC in  accordance  with DTC's
Automated  Tender Offer Program  ("ATOP")  procedures  for  transfer.  Such
participant  should  transmit  its  acceptance  to DTC on or  prior  to the
expiration date or comply with the guaranteed delivery procedures described
below.  DTC will verify such acceptance,  execute a book-entry  transfer of
the tendered outstanding notes into the exchange agent's account at DTC and
then send to the exchange agent  confirmation of such book-entry  transfer.
The  confirmation  of such  book-entry  transfer  will  include  an agent's
message  confirming  that DTC has received an express  acknowledgment  from
such  participant that such participant has received and agrees to be bound
by the  letter  of  transmittal  and  that we may  enforce  the  letter  of
transmittal against such participant.  Delivery of exchange notes issued in
the  exchange  offer may be effected  through  book-entry  transfer at DTC.
However,  the  letter of  transmittal  or  facsimile  thereof or an agent's
message,  with any required  signature  guarantees  and any other  required
documents, must:

     o    be  transmitted  to and  received  by the  exchange  agent at the
          address set forth below under "--The  Exchange Agent" on or prior
          to the expiration date; or

     o    comply with the guaranteed delivery procedures described below.

GUARANTEED DELIVERY PROCEDURES

     If a holder of outstanding  notes desires to tender such notes and the
holder's outstanding notes are not immediately available,  or time will not
permit such holder's outstanding notes or other required documents to reach
the  exchange  agent  before the  expiration  date,  or the  procedure  for
book-entry  transfer cannot be completed on a timely basis, a tender may be
effected if:

     o    the holder  tenders  the  outstanding  notes  through an eligible
          institution;

     o    prior to the  expiration  date,  the exchange agent receives from
          such eligible  institution a properly completed and duly executed
          notice of  guaranteed  delivery,  acceptable  to us, by telegram,
          telex,  facsimile  transmission,  mail or hand delivery,  setting
          forth the name and address of the holder of the outstanding notes
          tendered and the amount of the outstanding  notes being tendered.
          The notice of guaranteed  delivery shall state that the tender is
          being  made and  guarantee  that  within  three  New  York  Stock
          Exchange  trading  days after the date of execution of the notice
          of  guaranteed  delivery,  the  certificates  for all  physically
          tendered  outstanding  notes,  in proper form for transfer,  or a
          book-entry  confirmation,  as the  case may be,  together  with a
          properly  completed and duly executed  letter of  transmittal  or
          agent's  message with any required  signature  guarantees and any
          other  documents  required by the letter of  transmittal  will be
          deposited by the eligible  institution  with the exchange  agent;
          and

     o    the exchange agent receives the  certificates  for all physically
          tendered  outstanding  notes,  in proper form for transfer,  or a
          book-entry  confirmation,  as the  case may be,  together  with a
          properly  completed and duly executed  letter of  transmittal  or
          agent's  message with any required  signature  guarantees and any
          other  documents  required by the letter of  transmittal,  within
          three New York  Stock  Exchange  trading  days  after the date of
          execution of the notice of guaranteed delivery.

WITHDRAWAL RIGHTS

     You may withdraw tenders of your  outstanding  notes at any time prior
to 5:00 p.m., New York City time, on the expiration date.

     For a withdrawal  to be effective,  you must send a written  notice of
withdrawal  to the exchange  agent at one of the  addresses set forth below
under "--The Exchange Agent." Any such notice of withdrawal must:

     o    specify the name of the person that has tendered the  outstanding
          notes to be withdrawn;

     o    identify the  outstanding  notes to be  withdrawn,  including the
          principal amount of such outstanding notes; and

     o    where certificates for outstanding notes are transmitted, specify
          the name in which outstanding notes are registered,  if different
          from that of the withdrawing holder.

     If certificates for outstanding notes have been delivered or otherwise
identified  to the  exchange  agent,  then,  prior to the  release  of such
certificates, the withdrawing holder must also submit the serial numbers of
the particular certificates to be withdrawn and signed notice of withdrawal
with signatures guaranteed by an eligible institution unless such holder is
an eligible  institution.  If outstanding notes have been tendered pursuant
to the procedure for book-entry  transfer  described  above,  any notice of
withdrawal  must  specify  the name and number of the  account at DTC to be
credited with the withdrawn notes and otherwise  comply with the procedures
of such facility. We will determine all questions as to the validity,  form
and  eligibility  (including  time  of  receipt)  of such  notices  and our
determination will be final and binding on all parties.  Any tendered notes
so withdrawn will be deemed not to have been validly  tendered for exchange
for purposes of the exchange offer.  Any outstanding  notes which have been
tendered for exchange  but which are not  exchanged  for any reason will be
returned to the holder thereof without cost to such holder.  In the case of
outstanding notes tendered by book-entry transfer into the exchange agent's
account at DTC,  the  outstanding  notes  withdrawn  will be credited to an
account  maintained  with DTC for the  outstanding  notes.  The outstanding
notes will be returned  or  credited to DTC account as soon as  practicable
after withdrawal, rejection of tender or termination of the exchange offer.
Properly withdrawn outstanding notes may be re-tendered by following one of
the procedures  described under "-- How to tender notes for exchange" above
at any time on or prior to 5:00 p.m., New York City time, on the expiration
date.

CONDITIONS TO THE EXCHANGE OFFER

     We are not  required to accept the  outstanding  notes in the exchange
offer or to  issue  the  exchange  notes.  We may  terminate  or amend  the
exchange  offer if at any time before the  acceptance  of such  outstanding
notes for exchange:

     o    any federal  law,  statute,  rule or  regulation  shall have been
          adopted or enacted which,  in our judgment,  would  reasonably be
          expected  to impair  our  ability to  proceed  with the  exchange
          offer;

     o    any stop order shall be  threatened  or in effect with respect to
          the registration statement of which this prospectus constitutes a
          part  or the  qualification  of the  indenture  under  the  Trust
          Indenture Act of 1939, as amended; or

     o    there shall occur a change in the current  interpretation  by the
          staff of the SEC which  permits the notes  issued in the exchange
          offer in  exchange  for the  outstanding  notes to be offered for
          resale, resold and otherwise  transferred by such holders,  other
          than  broker-dealers  and any such holder which is an "affiliate"
          of us within the  meaning of Rule 405 under the  Securities  Act,
          without compliance with the registration and prospectus  delivery
          provisions  of the  Securities  Act,  provided  that  such  notes
          acquired  in the  exchange  offer are  acquired  in the  ordinary
          course  of  such  holder's   business  and  such  holder  has  no
          arrangement  or  understanding  with any person to participate in
          the distribution of such notes issued in the exchange offer.

     The preceding  conditions are for our sole benefit,  and we may assert
them regardless of the circumstances giving rise to any such condition.  We
may waive the preceding conditions in whole or in part at any time and from
time to time in our sole  discretion.  Our  failure at any time to exercise
the  foregoing  rights shall not be deemed a waiver of any such right,  and
each such right shall be deemed an ongoing right which we may assert at any
time and from time to time.

THE EXCHANGE AGENT

     JPMorgan  Chase Bank has been  appointed as our exchange agent for the
exchange offer. All executed  letters of transmittal  should be directed to
our exchange  agent at the address set forth below.  Questions and requests
for assistance, requests for additional copies of this prospectus or of the
letter of  transmittal  and  requests  for notices of  guaranteed  delivery
should be directed to the exchange agent addressed as follows:

         By mail (registered or certified     ITS Bond Events
         mail is recommended)                 P.O. Box 2320
                                              Dallas TX 75224
                                              Attention: Frank Ivins

         By hand or overnight mail:           ITS Bond Events
                                              2001 Bryan Street, 9th Floor
                                              Dallas TX 75201
                                              Attention: Frank Ivins

         Facsimile:                           (214) 468 6494

     Originals of all documents  sent by facsimile  should be promptly sent
to the exchange  agent by  registered  or certified  mail,  by hand,  or by
overnight delivery service.

     DELIVERY OF THE LETTER OF  TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR  TRANSMISSION  OF SUCH LETTER OF  TRANSMITTAL  VIA FACSIMILE
OTHER THAN AS SET FORTH ABOVE DOES NOT  CONSTITUTE A VALID DELIVERY OF SUCH
LETTER OF TRANSMITTAL.

FEES AND EXPENSES

     We will not make any payment to brokers,  dealers or others soliciting
acceptance  of the  exchange  offer  except  for  reimbursement  of mailing
expenses.

     The cash expenses to be incurred in connection with the exchange offer
will be  paid by us.  These  expenses  include  fees  and  expenses  of the
exchange agent and trustee,  accounting and legal fees and printing  costs,
among others.

TRANSFER TAXES

     Holders who tender their outstanding notes for exchange notes will not
be obligated to pay any transfer taxes in connection with the exchange. If,
however,  exchange  notes issued in the exchange  offer are to be delivered
to, or are to be issued in the name of, any person other than the holder of
the  outstanding  notes  tendered,  or if a transfer tax is imposed for any
reason other than the exchange of outstanding  notes in connection with the
exchange offer,  then the holder must pay any such transfer taxes,  whether
imposed on the registered  holder or on any other person.  If  satisfactory
evidence of payment of, or exemption from, such taxes is not submitted with
the letter of transmittal, the amount of such transfer taxes will be billed
directly to the tendering holder.

CONSEQUENCES OF FAILURE TO EXCHANGE OUTSTANDING NOTES

     Holders who desire to tender their  outstanding  notes in exchange for
notes  registered  under the Securities Act should allow sufficient time to
ensure timely delivery. Neither the exchange agent nor our company is under
any duty to give notification of defects or irregularities  with respect to
the tenders of notes for exchange.

     Outstanding  notes  that  are not  tendered  or are  tendered  but not
accepted will,  following the consummation of the exchange offer,  continue
to accrue  interest and to be subject to the  provisions  in the  indenture
regarding  the  transfer  and  exchange  of the  outstanding  notes and the
existing   restrictions  on  transfer  set  forth  in  the  legend  on  the
outstanding  notes and in the offering  memorandum  dated  November 3, 2003
relating to the outstanding  notes.  Except in limited  circumstances  with
respect to specific types of holders of outstanding  notes, we will have no
further obligation to provide for the registration under the Securities Act
of such outstanding notes. In general, outstanding notes, unless registered
under the Securities  Act, may not be offered or sold except pursuant to an
exemption  from, or in a transaction not subject to, the Securities Act and
applicable state  securities  laws. We do not currently  anticipate that we
will take any action to register the outstanding notes under the Securities
Act or under any state securities laws.

     Upon  completion  of the exchange  offer,  holders of the  outstanding
notes will not be  entitled to any further  registration  rights  under the
registration rights agreement, except under limited circumstances.

CONSEQUENCES OF EXCHANGING OUTSTANDING NOTES

     Based on  interpretations  of the  staff of the SEC,  as set  forth in
no-action letters to third parties, we believe that the notes issued in the
exchange offer may be offered for resale,  resold or otherwise  transferred
by holders of such notes,  other than by any holder which is an "affiliate"
of us within the meaning of Rule 405 under the  Securities  Act. Such notes
may  be  offered  for  resale,  resold  or  otherwise  transferred  without
compliance with the registration and prospectus  delivery provisions of the
Securities Act, if:

     o    such  holder  is not a  broker-dealer  tendering  notes  acquired
          directly from us;

     o    such  notes  issued in the  exchange  offer are  acquired  in the
          ordinary course of such holder's business; and

     o    such holder,  other than  broker-dealers,  has no  arrangement or
          understanding  with any person to participate in the distribution
          of such notes issued in the exchange offer.

     However,  the SEC has not considered the exchange offer in the context
of a no-action  letter,  and we cannot  guarantee that the staff of the SEC
would make a similar determination with respect to the exchange offer as in
such other circumstances.

     Each  holder,  other  than a  broker-dealer,  must  furnish  a written
representation, at our request, that:

     o    it is not an affiliate of us;

     o    it is not a broker-dealer  tendering notes acquired directly from
          us;

     o    it is not  engaged  in,  and  does not  intend  to  engage  in, a
          distribution of the notes issued in the exchange offer and has no
          arrangement or  understanding to participate in a distribution of
          notes issued in the exchange offer; and

     o    it is acquiring  the notes  issued in the  exchange  offer in the
          ordinary course of its business.

     Each  broker-dealer  that receives  notes issued in the exchange offer
for its own account in exchange for outstanding notes must acknowledge that
such outstanding  notes were acquired by such  broker-dealer as a result of
market-making  or  other  trading  activities  and that it will  deliver  a
prospectus  in  connection  with any  resale  of such  notes  issued in the
exchange offer. See "Plan of Distribution" for a discussion of the exchange
and resale  obligations of  broker-dealers  in connection with the exchange
offer.

     In  addition,   to  comply  with  state  securities  laws  of  certain
jurisdictions, the notes issued in the exchange offer may not be offered or
sold in any state unless they have been registered or qualified for sale in
such state or an exemption from  registration or qualification is available
and complied with by the holders  selling the exchange  notes.  We have not
agreed to register or qualify  the  exchange  notes for offer or sale under
state securities laws.


                  REGISTRATION RIGHTS; ADDITIONAL INTEREST

     We entered  into a  registration  rights  agreement  with the  initial
purchasers  on  the  closing  date  for  the  outstanding  notes.  In  that
agreement,  we agreed for the  benefit of the  holders of the notes that we
will  use our  best  efforts  to file  with  the SEC and  cause  to  become
effective a  registration  statement  relating to an offer to exchange  the
notes for an issue of  SEC-registered  notes  with terms  identical  to the
notes (except that the exchange  notes will not be subject to  restrictions
on transfer or to any increase in annual interest rate as described below).

     When the SEC  declares  this  exchange  offer  registration  statement
effective,  we will offer the exchange  notes in return for the notes.  The
exchange  offer will remain  open for at least 20  business  days after the
date we mail notice of the  exchange  offer to  noteholders.  For each note
surrendered to us under the exchange offer,  the noteholder will receive an
exchange  note of equal  principal  amount.  Interest on each exchange note
will accrue from the last interest  payment date on which interest was paid
on the notes  or,  if no  interest  has been  paid on the  notes,  from the
closing date.

     If applicable interpretations of the staff of the SEC do not permit us
to effect  the  exchange  offer,  we will use our best  efforts to cause to
become effective a shelf registration  statement relating to resales of the
notes  and use our  reasonable  efforts  to keep  that  shelf  registration
statement  effective until the expiration of the time period referred to in
Rule 144(k)  under the  Securities  Act, or such  shorter  period that will
terminate when all notes covered by the shelf  registration  statement have
been sold. We will, in the event of such a shelf  registration,  provide to
each  noteholder  copies of a prospectus,  notify each  noteholder when the
shelf  registration  statement has become  effective and take certain other
actions to permit resales of the notes. A noteholder that sells notes under
the shelf registration statement generally will be required to make certain
representation to us (as described in the registration  rights  agreement),
to be named as a selling  security holder in the related  prospectus and to
deliver a prospectus to purchasers, will be subject to certain of the civil
liability  provisions  under the  Securities  Act in connection  with those
sales  and will be  bound  by the  provisions  of the  registration  rights
agreement  that are  applicable  to such a  noteholder  (including  certain
indemnification  obligations).  Holders of notes will also be  required  to
suspend  their use of the  prospects  included  in the  shelf  registration
statement under specified circumstances upon receipt of notice from us.

     If the exchange  offer is not  completed  (or, if required,  the shelf
registration  statement  is not declared  effective)  on or before the date
that is 240 days after the closing date, the annual  interest rate borne by
the outstanding  notes will be increased by 0.25% per annum,  increasing an
additional  0.25%  per  annum  every 90 days  thereafter,  up to a  maximum
aggregate  increase  of  0.50%  per  annum,  until  the  exchange  offer is
completed  or the  shelf  registration  statement  is  declared  effective.
Following  the  cure of all  registration  defaults,  the  accrual  of this
interest will cease.

     If we effect the  exchange  offer,  we will be  entitled  to close the
exchange  offer 30 calendar days after its  commencement,  provided that we
have accepted all notes validly surrendered in accordance with the terms of
the exchange  offer.  Notes not  tendered in the exchange  offer shall bear
interest at the rate of 4.85% per annum and be subject to all the terms and
conditions  specified in the indenture,  including  transfer  restrictions.
This summary of the provisions of the  registration  rights  agreement does
not  purport to be  complete  and is subject  to, and is  qualified  in its
entirety by reference  to, all the  provisions of the  registration  rights
agreement, which has been filed as an exhibit to the registration statement
of which this prospectus is a part.



                  MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

     The following  summary  describes the material U.S. federal income tax
consequences  and,  in the case of a holder  that is a non-U.S.  holder (as
defined  below),  the material U.S.  federal  estate tax  consequences,  of
purchasing, owning and disposing of the exchange notes.

     This summary  deals only with  exchange  notes held as capital  assets
(generally,  investment  property)  and  does  not deal  with  special  tax
situations such as:

     o    partnerships;

     o    dealers in securities or currencies;

     o    traders in securities;

     o    U.S. holders (as defined below) whose functional  currency is not
          the U.S. dollar;

     o    persons  holding  exchange  notes as part of a  hedge,  straddle,
          conversion or other integrated transaction;

     o    certain U.S. expatriates;

     o    financial institutions;

     o    insurance companies; and

     o    entities  that  are  tax-exempt  for  U.S.   federal  income  tax
          purposes.

     This  summary  does not  discuss  all of the  aspects of U.S.  federal
income and estate  taxation  that may be  relevant  to you in light of your
particular  investment or other  circumstances.  If a partnership  or other
entity treated as a partnership for U.S.  federal income tax purposes holds
the note,  the tax  treatment of a partner  generally  will depend upon the
status of the partner and the activities of the partnership.  A partnership
holding notes or a partner of a  partnership  that is a holder of the notes
should  consult its own tax  advisor.  In  addition,  this summary does not
discuss  any U.S.  state or local  income  or  foreign  income or other tax
consequences.  This  summary  is  based  on U.S.  federal  income  tax law,
including the  provisions of the Internal  Revenue Code of 1986, as amended
(the "Internal Revenue Code"), Treasury regulations, administrative rulings
and judicial authority, all as in effect as of the date of this prospectus.
Subsequent  developments in U.S. federal tax law,  including changes in law
or differing  interpretations,  which may be applied  retroactively,  could
have a material effect on the U.S.  federal tax consequences of purchasing,
owning and disposing of exchange  notes as set forth in this  summary.  You
should consult your own tax advisor  regarding the particular U.S. federal,
state and local and foreign income and other tax consequences of acquiring,
owning and disposing of the exchange notes that may be applicable to you.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

     The exchange of the  outstanding  notes for the exchange  notes in the
exchange offer will not be a taxable  exchange for U.S.  federal income tax
purposes  and,  accordingly,  for such  purposes you will not recognize any
taxable  gain or loss as a result  of such  exchange  and you will have the
same tax basis and holding  period in the exchange notes as you had in your
outstanding notes immediately before the exchange.

U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS

     The following summary applies to you only if you are a U.S. holder (as
defined below).

DEFINITION OF A U.S. HOLDER

     A "U.S. holder" is a beneficial owner of an exchange note or notes who
or which is for U.S. federal income tax purposes:

     o    an individual citizen or resident of the U.S.;

     o    a corporation  (or other entity  classified as a corporation  for
          these purposes)  created or organized in or under the laws of the
          U.S. or of any political  subdivision of the U.S.,  including any
          State;

     o    an estate,  the income of which is subject to U.S. federal income
          taxation regardless of the source of that income; or

     o    a trust,  if, (1) in  general,  a U.S.  court is able to exercise
          primary  supervision over the trust's  administration  and one or
          more U.S.  persons  (within the meaning of the  Internal  Revenue
          Code) has the authority to control all of the trust's substantial
          decisions,  or  (2) it  has a  valid  election  in  effect  under
          applicable  U.S.  Treasury  regulations  to be  treated as a U.S.
          person.

PAYMENTS OF STATED INTEREST

     Payments of stated  interest on your  exchange  notes will be taxed as
ordinary interest income. In addition:

     o    if you use the cash method of accounting for U.S.  federal income
          tax  purposes,  you will have to include  the stated  interest on
          your exchange  notes in your gross income at the time you receive
          the interest; and

     o    if you use the  accrual  method of  accounting  for U.S.  federal
          income tax purposes, you will have to include the stated interest
          on your  exchange  notes  in your  gross  income  at the time the
          interest accrues.

MARKET DISCOUNT AND BOND PREMIUM

     If you purchase an exchange note (or purchased  the  outstanding  note
for which the exchange note was  exchanged,  as the case may be) at a price
that is less than its principal amount,  the excess of the principal amount
over your purchase price will be treated as "market discount." However, the
market  discount will be considered to be zero if it is less than 1/4 of 1%
of the  principal  amount  multiplied  by the number of  complete  years to
maturity from the date you purchased the exchange note or outstanding note,
as the case may be.

     Under the market  discount  rules of the Internal  Revenue  Code,  you
generally  will be required to treat any principal  payment on, or any gain
realized on the sale,  exchange,  retirement  or other  disposition  of, an
exchange note as ordinary income (generally  treated as interest income) to
the extent of the market  discount  which  accrued  but was not  previously
included in income.  In addition,  you may be required to defer,  until the
maturity  of the  exchange  note or its  earlier  disposition  in a taxable
transaction,  the deduction of all or a portion of your interest expense on
any  indebtedness  incurred or  continued to purchase or carry the exchange
note (or the outstanding note for which the exchange note was exchanged, as
the case may be). In general,  market discount will be considered to accrue
ratably  during the period from the date of the  purchase  of the  exchange
note (or outstanding note for which the exchange note was exchanged, as the
case may be) to the maturity date of the exchange note,  unless you make an
irrevocable  election  (on an  instrument-by-instrument  basis)  to  accrue
market  discount  under a constant  yield method.  You may elect to include
market  discount in income  currently as it accrues (under either a ratable
or  constant  yield  method),  in which  case  the  rules  described  above
regarding the treatment as ordinary  income of gain upon the disposition of
the exchange note and upon the receipt of certain payments and the deferral
of interest  deductions  will not apply.  The  election  to include  market
discount in income  currently,  once made,  applies to all market  discount
obligations acquired on or after the first day of the first taxable year to
which the election  applies,  and may not be revoked without the consent of
the Internal Revenue Service.

     If you purchase an exchange note (or purchased  the  outstanding  note
for  which  the  exchange  note was  exchanged,  as the case may be) for an
amount in excess of the amount  payable at maturity of the  exchange  note,
you will be considered to have purchased the exchange note (or  outstanding
note) with "bond  premium"  equal to the excess of your purchase price over
the amount payable at maturity (or on an earlier call date if it results in
a smaller amortizable bond premium).  You may elect to amortize the premium
using a constant  yield method over the remaining term of the exchange note
(or until an earlier call date, as applicable). The amortized amount of the
premium for a taxable year  generally  will be treated first as a reduction
of interest on the  exchange  note  included  in such  taxable  year to the
extent  thereof,  then as a deduction  allowed in that  taxable year to the
extent of your prior interest  inclusions on the exchange note, and finally
as a carryforward  allowable against your future interest inclusions on the
exchange note. The election,  once made, is irrevocable without the consent
of the  Internal  Revenue  Service and  applies to all  taxable  bonds held
during the  taxable  year for which the  election  is made or  subsequently
acquired.

SALE OR OTHER DISPOSITION OF THE EXCHANGE NOTES

     Upon the  sale,  exchange,  retirement,  redemption  or other  taxable
disposition of an exchange note, you generally will recognize  taxable gain
or loss in an amount equal to the  difference,  if any,  between the amount
realized on the  disposition  and your  adjusted  tax basis in the exchange
note.  Your adjusted tax basis in an exchange note will generally equal the
cost of the exchange  note (or, in the case of an exchange note acquired in
exchange for an outstanding  note in the exchange  offer,  the basis of the
outstanding  note),   increased  by  the  amount  of  any  market  discount
previously  included in your gross income, and reduced by the amount of any
amortizable  bond  premium  applied  to reduce,  or allowed as a  deduction
against, interest with respect to your exchange note.

     Your gain or loss  generally will be capital gain or loss (except with
respect to any amount  received that is  attributable to accrued but unpaid
interest, which will be taxable in the manner described above under "--U.S.
federal  income tax  considerations  for U.S.  holders--Payments  of stated
interest" and except with respect to accrued  market  discount that has not
previously  been  included in income,  as  discussed  above  under  "--U.S.
federal income tax  considerations  for U.S.  holders--Market  discount and
bond premium"). Such capital gain or loss will be long-term capital gain or
loss if the exchange  note has been held for more than one year at the time
of the disposition (taking into account for this purpose, in the case of an
exchange note received in exchange for an outstanding  note in the exchange
offer, the period of time that the outstanding note was held).

Subject to limited exceptions, your capital losses cannot be used to offset
your  ordinary  income.  If  you  are a  non-corporate  U.S.  holder,  your
long-term  capital gain  generally will be subject to a maximum tax rate of
20%.

BACKUP WITHHOLDING AND INFORMATION REPORTING

     In general, backup withholding, currently at a rate of 30%, may apply:

     o    to any payments  made to you of principal of and interest on your
          exchange note, and

     o    to payment of the proceeds of a sale or other disposition of your
          exchange note,

if you are a  non-corporate  U.S.  holder  and fail to  provide  a  correct
taxpayer   identification   number  or  otherwise  comply  with  applicable
requirements of the backup  withholding  rules.  Information  reporting may
also apply to payments made with respect to your exchange note.

     Backup  withholding  is not an  additional  tax  and  may be  credited
against  your U.S.  federal  income tax  liability,  provided  that correct
information is provided to the Internal Revenue Service.

U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

     The following  summary applies to you if you are a beneficial owner of
an exchange  note who or which is not a U.S.  holder (as defined  above) (a
"non-U.S.  holder"). An individual may, subject to exceptions, be deemed to
be a resident  alien,  as opposed to a non-resident  alien,  by among other
ways being present in the U.S.:

     o    for at least 31 days in the calendar year, and

     o    for an aggregate of at least 183 days during a three-year  period
          ending in the current  calendar year,  counting for such purposes
          all of the days  present in the current  year,  one-third  of the
          days present in the immediately  preceding year, and one-sixth of
          the days present in the second preceding year.

     Resident aliens are subject to U.S. federal income tax as if they were
U.S. citizens.

U.S. FEDERAL WITHHOLDING TAX

     Under  current  U.S.  federal  income  tax laws,  and  subject  to the
discussion below,  U.S. federal  withholding tax will not apply to payments
by us or our paying  agent (in its  capacity as such) of  principal  of and
interest on your exchange notes under the "portfolio interest" exception of
the Internal  Revenue  Code,  provided  that you comply with the  following
requirements:

     o    you do not, directly or indirectly,  actually or  constructively,
          own 10% or more of the total combined voting power of all classes
          of our stock  entitled  to vote  within  the  meaning  of section
          871(h)(3)  of  the   Internal   Revenue  Code  and  the  Treasury
          regulations thereunder;

     o    you are not (i) a controlled foreign corporation for U.S. federal
          income tax purposes that is related,  directly or indirectly,  to
          us  through  sufficient  stock  ownership  (as  provided  in  the
          Internal  Revenue  Code),  or  (ii)  a  bank  receiving  interest
          described in section 881(c)(3)(A) of the Internal Revenue Code;

     o    such interest is not effectively connected with your conduct of a
          U.S. trade or business; and

     o    you provide a properly  completed  Internal  Revenue Service Form
          W-8BEN, signed under penalties of perjury,  which can reliably be
          related to you,  certifying that you are not a U.S. person within
          the meaning of the Internal  Revenue Code and providing your name
          and address to:

     (A)  us or our paying agent; or

     (B)  a  securities  clearing  organization,  bank or  other  financial
          institution  that holds  customers'  securities  in the  ordinary
          course of its trade or business and holds your exchange  notes on
          your behalf and that  certifies  to us or our paying  agent under
          penalties   of  perjury   that  it,  or  the  bank  or  financial
          institution  between it and you, has received  from you your Form
          W-8BEN and  provides  us or our paying  agent with a copy of this
          statement.

     Certain  Treasury   regulations   provide   alternative   methods  for
satisfying  the  certification  requirement  described in this section.  In
addition, under these Treasury regulations:

     o    if you are a foreign partnership,  the certification  requirement
          will generally apply to partners in you, and you will be required
          to provide certain information;

     o    if you are a foreign trust,  the  certification  requirement will
          generally be applied to you or your beneficial  owners  depending
          on whether you are a "foreign  complex  trust,"  "foreign  simple
          trust," or  "foreign  grantor  trust" as defined in the  Treasury
          regulations; and

     o    look-through  rules will apply for tiered  partnerships,  foreign
          simple trusts and foreign grantor trusts.

     If you are a  foreign  partnership  or a  foreign  trust,  you  should
consult your own tax advisor  regarding  your status  under these  Treasury
regulations and the certification requirements applicable to you.

     If you do not satisfy the requirements  described  above,  payments of
interest  made to you will be subject to the 30% U.S.  federal  withholding
tax,  unless you provide us with a properly  executed (1) Internal  Revenue
Service Form W-8BEN  claiming an exemption from or reduction in withholding
under the  benefit  of an  applicable  tax treaty or (2)  Internal  Revenue
Service Form W-8ECI  stating that the interest  paid on an exchange note is
not subject to  withholding  tax because it is  effectively  connected with
your conduct of a trade or business in the U.S.

U.S. FEDERAL INCOME TAX

     Except for the possible application of U.S. withholding tax (see "U.S.
federal  withholding  tax" above) and backup  withholding  tax (see "Backup
withholding and information  reporting" below), you generally will not have
to pay U.S.  federal income tax on payments of principal of and interest on
your  exchange  notes,  or on any gain or  income  realized  from the sale,
redemption,  retirement at maturity or other  disposition  of your exchange
notes  (provided  that,  in  the  case  of  proceeds  representing  accrued
interest,  the conditions  described in "U.S. federal  withholding tax" are
met) unless:

     o    in the case of gain,  you are an individual who is present in the
          U.S.  for 183 days or more during the taxable year of the sale or
          other  disposition  of your exchange  notes,  and specific  other
          conditions are met; or

     o    the gain is  effectively  connected  with your  conduct of a U.S.
          trade or  business,  and,  if an income  tax treaty  applies,  is
          generally  attributable  to  a  U.S.  "permanent   establishment"
          maintained by you.

     If you are engaged in a trade or business  in the U.S.  and  interest,
gain or any other income in respect of your exchange  notes is  effectively
connected with the conduct of your trade or business, and, if an income tax
treaty applies, you maintain a U.S. "permanent  establishment" to which the
interest,  gain or other income is generally  attributable,  you  generally
will be subject to U.S. income tax on a net basis on the interest,  gain or
income in the same manner as if you were a U.S. holder  (although  interest
is exempt from the  withholding  tax discussed in the preceding  paragraphs
provided that you provide a properly executed  applicable  Internal Revenue
Service Form W-8ECI on or before any payment date to claim the exemption).

     In addition, if you are a foreign corporation, you may be subject to a
branch profits tax equal to 30% of your effectively  connected earnings and
profits for the taxable year, as adjusted for certain items, unless a lower
rate  applies to you under a U.S.  income tax treaty  with your  country of
residence.  For this purpose, you must include interest,  gain or income on
your  exchange  notes in the  earnings  and  profits  subject to the branch
profits tax if these amounts are effectively  connected with the conduct of
your U.S. trade or business.

U.S. FEDERAL ESTATE TAX

     If you are an individual  and are not a U.S.  citizen or a resident of
the U.S. (as specially defined for U.S. federal estate tax purposes) at the
time of your death,  your exchange  notes will  generally not be subject to
the U.S. federal estate tax, unless, at the time of your death:

     o    you directly or indirectly,  actually or constructively,  own 10%
          or more of the total combined  voting power of all classes of our
          stock entitled to vote within the meaning of section 871(h)(3) of
          the  Internal   Revenue   Code  and  the   Treasury   regulations
          thereunder; or

     o    your interest on the exchange notes is effectively connected with
          your conduct of a U.S. trade or business.

BACKUP WITHHOLDING AND INFORMATION REPORTING

     Information  reporting will generally apply to payments of interest to
non-U.S.  holders of the notes and the amount of tax, if any, withheld with
respect to such payments.  Copies of the information returns reporting such
interest payments and any withholding may also be made available to the tax
authorities  in the country in which the non-U.S.  holder resides under the
provisions  of an  applicable  income tax treaty.  Under  current  Treasury
regulations,  backup  withholding  will not apply to payments made by us or
our paying agent (in its capacity as such) to you if you have  provided the
required certification that you are a non-U.S. holder as described in "U.S.
federal withholding tax" above, and provided that neither we nor our paying
agent has actual  knowledge  that you are a U.S.  holder (as  described  in
"Definition of a U.S. holder" above).

     The gross proceeds from the  disposition of your exchange notes may be
subject to information  reporting and backup withholding tax at a rate that
is currently 28%. If you sell your exchange notes outside the U.S.  through
a  non-U.S.  office  of a broker  and the  sales  proceeds  are paid to you
outside  the  U.S.,  then  the  U.S.  backup  withholding  and  information
reporting  requirements  generally  (except as  provided  in the  following
sentence)  will  not  apply  to that  payment.  However,  U.S.  information
reporting,  but not  backup  withholding,  will apply to a payment of sales
proceeds,  even if that payment is made outside the U.S.,  if you sell your
exchange notes though a non-U.S. office of a broker that:

     o    is a U.S. person (as defined in the Internal Revenue Code);

     o    derives 50% or more of its gross income in specific  periods from
          the conduct of a trade or business in the U.S.;

     o    is a "controlled foreign corporation" for U.S. federal income tax
          purposes; or

     o    is a foreign partnership, if at any time during its tax year:

     o    one or more of its partners are U.S. persons who in the aggregate
          hold more  than 50% of the  income or  capital  interests  in the
          partnership; or

     o    the foreign partnership is engaged in a U.S. trade or business,

unless  the  broker has  documentary  evidence  in its files that you are a
non-U.S.  person and  certain  other  conditions  are met or you  otherwise
establish an exemption.  If you receive  payments of the proceeds of a sale
of your  exchange  notes to or  through  a U.S.  office  of a  broker,  the
payments  are  subject  to both U.S.  backup  withholding  and  information
reporting  unless  you  provide  a Form  W-8BEN  certifying  that you are a
non-U.S. person or you otherwise establish an exemption.

     You should  consult  your own tax  advisor  regarding  application  of
backup withholding in your particular circumstances and the availability of
and  procedure  for obtaining an exemption  from backup  withholding  under
current  Treasury  regulations.  Any  amounts  withheld  under  the  backup
withholding  rules  from a payment  to you will be  allowed  as a refund or
credit  against  your U.S.  federal  income  tax  liability,  provided  the
required information is furnished to the Internal Revenue Service.



                            PLAN OF DISTRIBUTION

     Based  on  interpretations  by the  staff  of the  SEC  set  forth  in
no-action  letters  issued to third  parties,  we believe that the exchange
notes issued pursuant to the exchange offer in exchange for the outstanding
notes may be offered  for  resale,  resold  and  otherwise  transferred  by
holders  thereof,  other than any holder which is (A) an "affiliate" of our
company  within the  meaning of Rule 405 under the  Securities  Act,  (B) a
broker-dealer   who  acquired  notes  directly  from  our  company  or  (C)
broker-dealers  who acquired  notes as a result of  market-making  or other
trading activities, without compliance with the registration and prospectus
delivery provisions of the Securities Act provided that such exchange notes
are acquired in the ordinary  course of such  holders'  business,  and such
holders  are not  engaged  in,  and do not intent to engage in, and have no
arrangement  or  understanding   with  any  person  to  participate  in,  a
distribution of such exchange notes. However,  broker-dealers receiving the
exchange  notes in the  exchange  offer  will be  subject  to a  prospectus
delivery  requirement  with respect to resales of such exchange  notes.  To
date, the staff of the SEC has taken the position that these broker-dealers
may  fulfill  their  prospectus  delivery   requirements  with  respect  to
transactions  involving  an exchange  of  securities  such as the  exchange
pursuant to the exchange offer,  other than a resale of an unsold allotment
from the sale of the outstanding notes to the initial  purchasers  thereof,
with the prospectus contained in the exchange offer registration statement.
Pursuant to the  registration  rights  agreement,  we have agreed to permit
these  broker-dealers  to use this prospectus in connection with the resale
of such exchange notes.  We have agreed that we will make this  prospectus,
and any  amendment  or  supplement  to this  prospectus,  available  to any
broker-dealer that requests such documents in the letter of transmittal.

     Each  holder of the  outstanding  notes who  wishes  to  exchange  its
outstanding notes for exchange notes in the exchange offer will be required
to make certain representations to us as set forth in "The Exchange Offer."

     Each  broker-dealer  that receives  exchange notes for its own account
pursuant to the  exchange  offer must  acknowledge  that it will  deliver a
prospectus  in  connection  with any resale of such  exchange  notes.  This
prospectus,  as it may be amended or supplemented from time to time, may be
used by a  broker-dealer  in  connection  with  resales of  exchange  notes
received in exchange for  outstanding  notes where such  outstanding  notes
were  acquired as a result of  market-making  activities  or other  trading
activities.

     We will not receive any  proceeds  from any sale of exchange  notes by
broker-dealers.  Exchange  notes received by  broker-dealers  for their own
account pursuant to the exchange offer may be sold from time to time in one
or  more  transactions  in  the  over-the-counter   market,  in  negotiated
transactions,  through  the writing of options on the  exchange  notes or a
combination of such methods of resale,  at market prices  prevailing at the
time of resale,  at prices  related  to such  prevailing  market  prices or
negotiated  prices.  Any such resale may be directly to purchasers or to or
through  brokers or dealers  who may  receive  compensation  in the form of
commissions or concessions from any such broker-dealer or the purchasers of
any such exchange notes. Any broker-dealer that resells exchange notes that
were  received  by it for its own  account  in the  exchange  offer and any
broker or dealer that participates in a distribution of such exchange notes
may be deemed to be an  "underwriter"  within the meaning of the Securities
Act,  and  any  profit  on any  such  resale  of  exchange  notes  and  any
commissions or concessions received by any such persons may be deemed to be
underwriting   compensation   under  the  Securities  Act.  The  letter  of
transmittal  states  that,  by  acknowledging  that it will  deliver and by
delivering a prospectus,  a broker-dealer  will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

     We have agreed to pay certain expenses  incident to the exchange offer
and will  indemnify  the  holders  of the  exchange  notes,  including  any
broker-dealers,  against certain liabilities,  including  liabilities under
the Securities Act, as set forth in the registration rights agreement.

                               LEGAL MATTERS

     The  validity  of the  exchange  notes  will be passed  upon for us by
Fried, Frank, Harris, Shriver & Jacobson (London) LLP, London, UK.

                                  EXPERTS

     The financial statements as of December 31, 2003 and 2002 and for each
of the three years in the period ended  December 31, 2003  included in this
prospectus have been so incorporated by reference in reliance on the report
of  PricewaterhouseCoopers  AG,  independent  accountants,   given  on  the
authority of said firm as experts in auditing and accounting.



                                  PART II

                                INFORMATION


                         NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     We are incorporated  under the laws of the State of Delaware.  Section
145 of the  Delaware  General  Corporation  Law  ("DGCL")  provides  that a
Delaware  corporation may indemnify directors and officers as well as other
employees and individuals  against expenses  (including  attorneys'  fees),
judgments,  fines  and  amounts  paid  in  settlement  in  connection  with
specified  actions,   suits  and  proceedings,   whether  civil,  criminal,
administrative  or  investigative  (other than action by or in the right of
the Corporation - a "derivative  action"),  if they acted in good faith and
in a manner  they  reasonably  believed to be in or not opposed to the best
interests of the  corporation  and, with respect to any criminal  action or
proceeding, had no reasonable cause to believe their conduct was unlawful.

     A similar  standard is applicable  in the case of derivative  actions,
except that indemnification only extends to expenses (including  attorneys'
fees) incurred in connection with the defense or settlement of such action,
and  the  statute   requires  court  approval   before  there  can  be  any
indemnification  where the person  seeking  indemnification  has been found
liable to the corporation. The statute provides that it is not exclusive of
other indemnification that may be granted by a corporation's certificate of
incorporation,  bylaws,  disinterested  director  vote,  stockholder  vote,
agreement, or otherwise.

     The DGCL  further  authorizes a Delaware  corporation  to purchase and
maintain  insurance  on  behalf  of any  person  who 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 or enterprise,  against any liability asserted against
him and incurred by him in any such capacity,  arising out of his status as
such,  whether or not the  corporation  would  otherwise  have the power to
indemnify him under Section 145.

     The Company's  Amended and Restated  Certificate of Incorporation  and
Amended By-laws provide for the  indemnification of the Company's directors
to the fullest extent  permitted under Delaware law. The Company's  Amended
and Restated  Certificate of Incorporation limits the personal liability of
a director to the corporation or its  stockholders to damages for breach of
the  director's  fiduciary  duty.  The Company has  purchased  insurance on
behalf of its directors and officers.



ITEM 21.  EXHIBITS

(A)  EXHIBITS

     The  following  is a list of all the  documents  filed  as part of the
Registration Statement

     NUMBER         DESCRIPTION
     ------         -----------

     3.1            Amended and Restated Certificate of Incorporation of
                    the Company (1)

     3.2            Amended By-laws of the Company (2)

     4.1            The Indenture, dated as of November 12, 2003, among the
                    Company and JPMorgan Chase Bank as trustee relating to
                    the 4.85% Senior Notes due 2010 (3)

     4.2            The form of Note *

     4.3            The Registration Rights Agreement, dated November 12,
                    2003 among the Company, Merrill Lynch, Pierce, Fenner &
                    Smith Incorporated, the other Initial Purchasers named
                    in Schedule I thereto relating to the 4.85% Senior
                    Notes due 2010 (3)

     5.1            Opinion of Fried, Frank, Harris, Shriver & Jacobson
                    (London) LLP, as to the legality of the securities **

     12.1           Statement regarding calculation of ratio of earnings to
                    fixed charges *

     21.1           Subsidiaries of the Company (3)

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

     23.2           Consent of PricewaterhouseCoopers *

     24.1           Powers of Attorney *

     25.1           Statement of Eligibility and Qualification of Trustee
                    on Form T-1 of JPMorgan Chase Bank under the Trust
                    Indenture Act of 1939 *

     99.1           Form of Letter of Transmittal, with respect to
                    outstanding notes and exchange notes *

     99.2           Form of Notice of Guaranteed Delivery, with respect to
                    outstanding notes and exchange notes *

     99.3           Form of Instructions to Registered Holder and/or
                    Book-Entry Transfer Facility Participant From
                    Beneficial Owners *

     99.4           Letter to our clients *


(1)  Incorporated by reference to the Company's Report on Form 10-K dated
     March 13, 1998.

(2)  Incorporated by reference to the Company's Report on Form 10-K dated
     March 14, 2003.

(3)  Incorporated by reference to the Company's Report on Form 10-K dated
     March 15, 2004.

-----------------
*    Filed herewith.

**   To be filed by amendment.


ITEM 22.  UNDERTAKINGS

The Registrant hereby undertakes:

     (1)  to file,  during  any  period in which  offers or sales are being
          made, a post-effective amendment to this registration statement.

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

          (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.  Notwithstanding the foregoing, any increase or
                 decrease  in volume of  securities  offered  (if the total
                 dollar value of  securities  offered would not exceed that
                 which was  registered)  and any deviation  from the low or
                 high end of the estimated  maximum  offering  range may be
                 reflected  in the form of  prospectus  filed  with the SEC
                 pursuant to Rule 424(b) if, in the aggregate,  the changes
                 in volume and price represent no more than a 20% change in
                 the  maximum  aggregate  offering  price  set forth in the
                 "Calculation  of  Registration  Fee"  table  in  effective
                 registration statement; and

          (iii)  to include any  material  information  with respect to the
                 plan  of  distribution  not  previously  disclosed  in the
                 registration  statement  or any  material  change  to such
                 information in 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  means of a post-effective  amendment
          any of the securities being registered which remain unsold at the
          termination of the offering;

     (4)  to respond to requests for  information  that is  incorporated by
          reference into the prospectus pursuant to Item 4, 10(b), 11 or 13
          of this form, within one business day of receipt of such request,
          and to send the  incorporated  documents  by first  class mail or
          equally  prompt  means.  This includes  information  contained in
          documents   filed   subsequent  to  the  effective  date  of  the
          registration  statement  through  the date of  responding  to the
          request;

     (5)  to supply by means of a post-effective  amendment all information
          concerning a transaction, and the company being acquired involved
          therein,  that  was  not  the  subject  of  and  included  in the
          registration statement when it became effective; and

     (6)  to  file  an  application   for  purposes  of   determining   the
          eligibility of the trustee to act under subsection (a) of Section
          310 of the Trust  Indenture Act in accordance  with the rules and
          regulations prescribed by the SEC under Section 305(b)(20) of the
          Trust Indenture Act.

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



                                 SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act  Mettler-Toledo
International Inc. has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Greifensee,
Switzerland on March 23, 2004.

                                 Mettler-Toledo International Inc.

                                 By:  /s/ Dennis W. Braun
                                     ----------------------------------
                                     Dennis W. Braun
                                     Vice President and Chief Financial
                                     Officer



     Pursuant to the  requirements of the Securities  Exchange Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated and on the dates indicated.




               Signature                                 Title
               ---------                                 -----

                                                                          
                                                Chairman of the Board,
                   *                                 President and
---------------------------------------         Chief Executive Officer         -------------------------------------
           Robert F. Spoerry                                                                    Date

                                                  Vice President and
                                                Chief Financial Officer
        /s/ Dennis W. Braun               (principal financial and accounting
---------------------------------------                officer)                 -------------------------------------
            Dennis W. Braun                                                                     Date


                   *
---------------------------------------                Director                 -------------------------------------
            Philip Caldwell                                                                     Date


                   *
---------------------------------------                Director                 -------------------------------------
            John T. Dickson                                                                     Date


                   *
---------------------------------------                Director                 -------------------------------------
            Philip H. Geier                                                                     Date


                   *
---------------------------------------                Director                 -------------------------------------
           John D. Macomber                                                                     Date


                   *
---------------------------------------                Director                 -------------------------------------
          Hans Ulrich Maerki                                                                    Date


                   *
---------------------------------------                Director                 -------------------------------------
            George M. Milne                                                                     Date


                   *
---------------------------------------                Director                 -------------------------------------
           Thomas P. Salice                                                                     Date


*    By James T. Bellerjeau pursuant to a Power of Attorney executed by the
     directors  listed  above,  which Power of Attorney has been filed with
     the Securities and Exchange Commission.

By:  /s/ James T. Bellerjeau
     -----------------------------------------
     James T. Bellerjeau






EXHIBIT INDEX

     NUMBER         DESCRIPTION
     ------         -----------

     3.1            Amended and Restated Certificate of Incorporation of
                    the Company (1)

     3.2            Amended By-laws of the Company (2)

     4.1            The Indenture, dated as of November 12, 2003, among the
                    Company and JPMorgan Chase Bank as trustee relating to
                    the 4.85% Senior Notes due 2010 (3)

     4.2            The form of Note *

     4.3            The Registration Rights Agreement, dated November 12,
                    2003 among the Company, Merrill Lynch, Pierce, Fenner &
                    Smith Incorporated, the other Initial Purchasers named
                    in Schedule I thereto relating to the 4.85% Senior
                    Notes due 2010 (3)

     5.1            Opinion of Fried, Frank, Harris, Shriver & Jacobson
                    (London) LLP, as to the legality of the securities **

     12.1           Statement regarding calculation of ratio of earnings to
                    fixed charges *

     21.1           Subsidiaries of the Company (3)

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

     23.2           Consent of PricewaterhouseCoopers *

     24.1           Powers of Attorney *

     25.1           Statement of Eligibility and Qualification of Trustee
                    on Form T-1 of JPMorgan Chase Bank under the Trust
                    Indenture Act of 1939 *

     99.1           Form of Letter of Transmittal, with respect to
                    outstanding notes and exchange notes *

     99.2           Form of Notice of Guaranteed Delivery, with respect to
                    outstanding notes and exchange notes *

     99.3           Form of Instructions to Registered Holder and/or
                    Book-Entry Transfer Facility Participant From
                    Beneficial Owners *

     99.4           Letter to our clients *


(1)  Incorporated by reference to the Company's Report on Form 10-K dated
     March 13, 1998.

(2)  Incorporated by reference to the Company's Report on Form 10-K dated
     March 14, 2003.

(3)  Incorporated by reference to the Company's Report on Form 10-K dated
     March 15, 2004.

-----------------
*    Filed herewith.

**   To be filed by amendment.