UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 10-Q/A
                              (AMENDMENT #2)

(Mark One)

|X|  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004, OR

|_|  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION  PERIOD FROM  ____________  TO
     ________________

                       Commission File Number 1-13595

                     Mettler-Toledo International Inc.
               ---------------------------------------------
           (Exact name of registrant as specified in its charter)

              Delaware                                13-3668641
  ---------------------------------       -----------------------------------
   (State or other jurisdiction of         (IRS Employer Identification No.)
   incorporation or organization)

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

                              +41-1-944-22-11
               ---------------------------------------------
            (Registrant's telephone number, including area code)

                               not applicable
     -----------------------------------------------------------------
            (Former name, former address and former fiscal year,
                       if changed since last report)

Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports),  and (2) has been subject to
such filing requirements for the past 90 days. Yes  X  No
                                                   ---    ---

The Registrant had 44,280,211  shares of Common Stock  outstanding at March
31, 2004.

Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12 b-2 of the Exchange Act). Yes  X  No
                                                 ---    ---



                     METTLER-TOLEDO INTERNATIONAL INC.
                  INDEX TO QUARTERLY REPORT ON FORM 10-Q/A

                                                                       PAGE

                       PART I. FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS....................................      3

                         PART II. OTHER INFORMATION

Item 6.     EXHIBITS AND REPORTS ON FORM 8-K........................     17

SIGNATURE...........................................................     18



EXPLANATORY NOTE

     The Company is filing this Report on Form 10-Q/A to amend its Report
on Form 10-Q for the quarterly period ended March 31, 2004, as previously
amended by the Report on Form 10-Q/A filed on May 12, 2004. The amendment
consists of the financial statements included in Item 1 of Part I (which
are unchanged from those filed on May 10, 2004) and the disclosure in Item
1 of Part I presented below. No other changes have been made to the
original Form 10-Q filed on May 10, 2004.

PART I.   FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

EXPLANATORY NOTE

     The Company's independent auditors, PricewaterhouseCoopers AG have
informed the Company that they have completed their review of the Company's
interim financial statements for the quarterly period ended March 31, 2004,
which are included in this Form 10-Q/A. These financial statements are
unchanged from those filed on May 10, 2004.

                                PART I. FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                     METTLER-TOLEDO INTERNATIONAL INC.
               INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                     (IN THOUSANDS, EXCEPT SHARE DATA)

                                                        MARCH 31,     MARCH 31,
                                                          2004         2003
                                                       ----------- -----------
                                                       (UNAUDITED)  (UNAUDITED)

Net sales
   Products                                          $  243,236     $  224,157
   Service                                               75,473         67,651
                                                     ----------     ----------
Total net sales                                         318,709        291,808
Cost of sales
   Products                                             118,281        113,755
   Service                                               50,152         44,395
                                                     ----------     ----------
Gross profit                                            150,276        133,658

Research and development                                 20,655         18,470
Selling, general and administrative                      96,809         84,805
Amortization                                              2,808          2,827
Interest expense                                          3,466          3,905
Other charges (income), net (see Note 7)                    (64)         5,175
                                                     ----------     ----------
   Earnings before taxes                                 26,602         18,476
Provision for taxes                                       7,980          5,541
                                                     ----------     ----------
   Net earnings                                      $   18,622     $   12,935
                                                     ==========     ==========

Basic earnings per common share:

   Net earnings                                      $     0.42     $     0.29

   Weighted average number of common shares          44,557,443     44,393,312


Diluted earnings per common share:
   Net earnings                                      $     0.41     $     0.29
   Weighted average number of common shares          45,836,934     45,288,823


        The accompanying notes are an integral part of these interim
                    consolidated financial statements.



                     METTLER-TOLEDO INTERNATIONAL INC.
                    INTERIM CONSOLIDATED BALANCE SHEETS
                 AS OF MARCH 31, 2004 AND DECEMBER 31, 2003
                     (IN THOUSANDS, EXCEPT SHARE DATA)

                                                      MARCH 31,     DECEMBER 31,
                                                        2004           2003
                                                    -----------   --------------
                                                    (UNAUDITED)

         ASSETS
Current assets:
   Cash and cash equivalents                        $    44,768  $    45,116
   Trade accounts receivable, net                       239,321      249,353
   Inventories, net                                     153,924      151,764
   Current deferred tax assets, net                      27,273       27,644
   Other current assets and prepaid expenses             36,785       31,660
                                                    -----------  -----------
      Total current assets                              502,071      505,537
Property, plant and equipment, net                      223,685      231,512
Goodwill, net                                           422,652      421,940
Other intangible assets, net                            126,005      126,874
Non-current deferred tax assets, net                     39,869       40,683
Other non-current assets                                 59,967       60,730
                                                    -----------  -----------
      Total assets                                  $ 1,374,249  $ 1,387,276
                                                    ===========  ===========

      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Trade accounts payable                           $    64,472  $    68,243
   Accrued and other liabilities                         99,704       97,966
   Accrued compensation and related items                46,584       56,575
   Deferred service revenue                              38,666       20,759
   Taxes payable                                         48,317       51,347
   Current deferred tax liabilities                      14,503       14,742
   Short-term borrowings and current
     maturities of long-term debt                        18,873       18,277
                                                    -----------  -----------
      Total current liabilities                         331,119      327,909
Long-term debt                                          211,425      223,239
Non-current deferred taxes                               45,592       46,519
Other non-current liabilities                           133,608      135,613
                                                    -----------  -----------
      Total liabilities                                 721,744      733,280


Shareholders' equity:
   Preferred stock, $0.01 par value per share;
     authorized 10,000,000 shares; issued 0                   -            -
   Common stock, $0.01 par value per share;
     authorized 125,000,000 shares;
     issued 44,668,511 and 44,582,017 shares,
     outstanding 44,277,211 and 44,582,017 shares
     at March 31, 2004 and December 31, 2003,
     respectively)                                          447          446
   Additional paid-in capital                           473,385      471,628
   Treasury stock at cost (391,300 and 0 shares
     at March 31, 2004 and December 31, 2003,
     respectively)                                      (16,591)           -
   Retained earnings                                    218,838      200,216
   Accumulated other comprehensive loss                 (23,574)     (18,294)
                                                    -----------  -----------
      Total shareholders' equity                        652,505      653,996

Commitments and contingencies                                 -            -
                                                    -----------  -----------
      Total liabilities and shareholders' equity    $ 1,374,249  $ 1,387,276
                                                    ===========  ===========

            The accompanying notes are an integral part of these
                interim consolidated financial statements.




                                                 METTLER-TOLEDO INTERNATIONAL INC.
                                    INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND
                                                    COMPREHENSIVE INCOME (LOSS)
                                             THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                                 (IN THOUSANDS, EXCEPT SHARE DATA)
                                                            (UNAUDITED)

                                                                                                  ACCUMULATED
                                      COMMON STOCK       ADDITIONAL                                  OTHER
                                  --------------------    PAID-IN      TREASURY      RETAINED    COMPREHENSIVE
                                    SHARES     AMOUNT     CAPITAL        STOCK       EARNINGS     INCOME (LOSS)     TOTAL
                                  ---------- --------- ------------- ------------ ------------- ---------------- ------------
                                                                                              
 Balance at December 31, 2003     44,582,017   $ 446     $471,628      $      -      $200,216    $(18,294)         $653,996
 Exercise of stock options            86,494       1        1,757             -             -           -             1,758
 Repurchases of common stock        (391,300)      -            -       (16,591)            -           -           (16,591)
 Comprehensive income:
   Net earnings                            -       -            -             -        18,622           -            18,622
   Change in currency
   translation adjustment                  -       -            -             -             -      (5,280)           (5,280)
                                                                                                                   --------
   Comprehensive income                                                                                              13,342
                                  ----------   -----     --------      --------      --------    --------          --------
 Balance at March 31, 2004        44,277,211   $ 447     $473,385      $(16,591)     $218,838    $(23,574)         $652,505
                                  ==========   =====     ========      ========      ========    ========          ========

 Balance at December 31, 2002     44,384,820   $ 444     $459,213      $      -      $104,378    $(61,649)         $502,386
 Exercise of stock options             8,492       -          159             -             -           -               159
 Comprehensive income:
   Net earnings                            -       -            -             -        12,935           -            12,935
   Unrealized gain on
   cash-flow hedging instruments           -       -            -             -             -         879               879
   Change in currency
   translation adjustment                  -       -            -             -             -        (426)             (426)

   Comprehensive income                                                                                              13,388
                                  ----------   -----     --------      --------      --------    --------          --------
 Balance at March 31, 2003        44,393,312   $ 444     $459,372      $      -      $117,313    $(61,196)         $515,933
                                  ==========   =====     ========      ========      ========    ========          ========

        The accompanying notes are an integral part of these interim
                     consolidated financial statements.







                               METTLER-TOLEDO INTERNATIONAL INC.
                          INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                           THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                        (IN THOUSANDS)

                                                                         MARCH 31,     MARCH 31,
                                                                           2004          2003
                                                                      -------------- -------------
                                                                        (UNAUDITED)   (UNAUDITED)
                                                                                
Cash flows from operating activities:
   Net earnings                                                          $  18,622    $  12,935
   Adjustments to reconcile net earnings to
   net cash provided by operating activities:
      Depreciation                                                           6,473        6,302
      Amortization                                                           2,808        2,827
      Other                                                                    333          196
   Increase (decrease) in cash resulting from
   changes in:
      Trade accounts receivable, net                                         5,441       12,333
      Inventories                                                           (3,839)      (5,641)
      Other current assets                                                  (5,055)      (8,105)
      Trade accounts payable                                                (3,081)     (10,521)
      Taxes payable                                                         (2,377)      (9,937)
      Accruals and other liabilities (a)                                    10,098        8,282
                                                                         ---------    ---------
         Net cash provided by operating activities                          29,423        8,671
                                                                         ---------    ---------

Cash flows from investing activities:
   Proceeds from sale of property, plant and equipment                         363           95
   Purchase of property, plant and equipment                                (5,869)      (4,737)
   Acquisitions                                                                  -         (197)
                                                                         ---------    ---------
         Net cash used in investing activities                              (5,506)      (4,839)
                                                                         ---------    ---------

Cash flows from financing activities:
   Proceeds from borrowings                                                 31,980       21,024
   Repayments of borrowings                                                (41,494)     (24,426)
   Proceeds from options exercised                                           1,758          159
   Repurchases of common stock                                             (16,591)           -
                                                                         ---------    ---------
         Net cash used in financing activities                             (24,347)      (3,243)
                                                                         ---------    ---------

Effect of exchange rate changes on cash and cash
equivalents                                                                     82            5
                                                                         ---------    ---------

Net increase (decrease) in cash and cash equivalents                          (348)         594

Cash and cash equivalents:
   Beginning of period                                                      45,116       31,427
                                                                         ---------    ---------
   End of period                                                         $  44,768    $  32,021
                                                                         =========    =========


(a)  Changes in accruals and other liabilities include payments for
     restructuring activities of $2.0 million in 2004 and $2.3 million in
     2003.

       The accompanying notes are an integral part of these interim
                    consolidated financial statements.





                     METTLER-TOLEDO INTERNATIONAL INC.
           NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                       AT MARCH 31, 2004 - UNAUDITED
         (IN THOUSANDS EXCEPT SHARE DATA, UNLESS OTHERWISE STATED)

1.   BASIS OF PRESENTATION

Mettler-Toledo International Inc. ("Mettler-Toledo" or the "Company") is a
global supplier of precision instruments and services. The Company
manufactures weighing instruments for use in laboratory, industrial,
packaging, logistics and food retailing applications. The Company also
manufactures several related analytical instruments, and provides automated
chemistry solutions used in drug and chemical compound discovery and
development. In addition, the Company manufactures metal detection and
other end-of-line inspection systems used in production and packaging, and
provides solutions for use in certain process analytics applications. The
Company's primary manufacturing facilities are located in Switzerland, the
United States, Germany, the United Kingdom and China. The Company's
principal executive offices are located in Greifensee, Switzerland.

The accompanying interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America ("U.S. GAAP"). The interim consolidated financial
statements have been prepared without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. The interim
consolidated financial statements as of March 31, 2004 and for the three
month periods ended March 31, 2004 and 2003 should be read in conjunction
with the December 31, 2003 and 2002 consolidated financial statements and
the notes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2003.

The accompanying interim consolidated financial statements reflect all
adjustments which, in the opinion of management, are necessary for a fair
statement of the results of the interim periods presented. Operating
results for the three months ended March 31, 2004 are not necessarily
indicative of the results to be expected for the full year ending December
31, 2004.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, as
well as disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting periods. Actual results may differ from those
estimates. A discussion of the Company's critical accounting policies is
included in Management's Discussion and Analysis of Financial Condition and
Results of Operations included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2003.

Certain reclassifications have been made to prior year amounts to conform
to the current year presentation.



2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventories, net

Inventories are valued at the lower of cost or net realizable value. Cost,
which includes direct materials, labor and overhead, is generally
determined using the first in, first out (FIFO) method. The estimated
market value is based on assumptions for future demand and related pricing.
Reserves for excess and obsolete inventories are established based on
forecast usage, orders and technological obsolescence.

Inventories, net consisted of the following at March 31, 2004 and December
31, 2003:

                                     March 31, 2004      December 31,2003
                                    ----------------    ------------------

          Raw materials and parts     $ 70,502            $ 71,950
          Work in progress              31,563              32,432
          Finished goods                51,859              47,382
                                      --------            --------
                                      $153,924            $151,764
                                      ========            ========

Other Intangible Assets

Other intangible assets consisted of the following at March 31, 2004 and
December 31, 2003.




                                        March 31, 2004           December 31, 2003
                                  -------------------------  -------------------------
                                                Accumulated                Accumulated
                                  Gross Amount amortization  Gross Amount amortization
                                  ------------ ------------  ------------ ------------
                                                              
Customer relationships             $ 70,955     $(3,821)     $ 70,955     $(3,424)
Proven technology and patents        19,999      (4,270)       19,999      (3,809)
Tradename (finite life)                 893         (90)          893         (79)
Tradename (indefinite life)          22,434           -        22,434           -
Intellectual property
license (indefinite life)            19,905           -        19,905           -
                                   --------     -------      --------     -------
                                   $134,186     $(8,181)     $134,186     $(7,312)
                                   ========     =======      ========     =======



Other intangible assets substantially relate to the acquisition of Rainin.
The annual aggregate amortization expense based on the current balance of
other intangible assets is estimated at $3.5 million for each of the next
five years.



2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock Based Compensation

The Company applies the intrinsic valuation methodology under Accounting
Principles Board Opinion No. 25 and related interpretations in accounting
for its stock option plan. Had compensation cost for the Company's stock
option plan been determined based upon the fair value of such awards at the
grant date, consistent with the methods of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation,"
the Company's net earnings and basic and diluted net earnings per common
share for the three months ended March 31 would have been as follows:

                                          2004                 2003
                                    ----------------    ------------------
Net earnings:
   As reported                           $18,622            $  12,935
   Compensation expense                   (1,861)             (1,496)
                                    ----------------    ------------------
   Pro forma                             $16,761            $  11,439
                                    ================    ==================

Basic earnings per common share:

   As reported                           $  0.42            $    0.29
   Compensation expense                   (0.04)               (0.03)
                                    ----------------    ------------------
   Pro forma                             $  0.38            $    0.26
                                    ================    ==================

Diluted earnings per common share:
   As reported                           $  0.41            $    0.29
   Compensation expense                   (0.04)               (0.04)
                                    ----------------    ------------------
   Pro forma                             $  0.37            $    0.25
                                    ================    ==================

Warranty

The Company generally offers one-year warranties on most of its products.
Product warranties are recorded at the time revenue is recognized for
certain product shipments. While the Company engages in extensive product
quality programs and processes, our warranty obligation is affected by
product failure rates, material usage and service costs incurred in
correcting a product failure.

Changes to the Company's accrual for product warranties for the three
months ended March 31 are as follows:

                                          2004                 2003
                                    ----------------    ------------------
Balance at beginning of
  period                                $10,121               $8,850
Accruals for warranties                   2,491                3,012
Payments / utilizations                 (2,636)              (3,263)
                                    ----------------    ------------------
Balance at end of period                 $9,976               $8,599




3. TREASURY STOCK

On February 5, 2004, the Company announced a share repurchase program,
commencing with an initial buyback of up to $100 million over the two-year
period ending December 31, 2005. This program was approved by the Company's
Audit Committee.

During the three months ended March 31, 2004 the Company spent $16.6
million on the repurchase of 391,300 shares at an average price of $42.37.

4. EARNINGS PER COMMON SHARE

In accordance with the treasury stock method, the Company has included the
following equivalent shares in the calculation of diluted weighted average
number of common shares for the three months ended March 31, relating to
outstanding stock options.

                                2004           2003
                            ------------   ------------
Three months ended           1,279,491       895,511


Outstanding options to purchase 1,255,950 and 2,278,100 shares of common
stock for the three month periods ended March 31, 2004 and 2003,
respectively, have been excluded from the calculation of diluted weighted
average number of common shares on the grounds that such options would be
anti-dilutive.

5. OTHER COMPREHENSIVE INCOME

A reconciliation of changes in Other Comprehensive Income for the three
months ended March 31 follows:

                                            2004              2003
                                    ----------------    ------------------
Balance at beginning of period          $(18,294)           $(61,649)
Change in currency translation
adjustment                                (5,280)               (426)
Unrealized gain on cash flow hedging
arrangements                                    -                 879
                                    ----------------    ------------------
Balance at end of period                $(23,574)           $(61,196)




6. NET PERIODIC BENEFIT COST

Net periodic pension cost for the Company's defined benefit pension plans
includes the following components for the three months ended March 31:

                             U.S. Pension       Non-U.S. Pension
                               Benefits             Benefits
                             -------------------------------------
                               2004      2003     2004      2003
                             -------   -------  -------   -------
Service cost, net             $ 127     $ 134    $3,548    $3,561
Interest cost on projected
benefit obligations           1,516     1,899     4,261     4,589
Expected return on plan
assets                      (1,598)   (1,558)   (5,282)   (5,465)
Recognition of actuarial
losses (gains)                  569       531     (408)      141
                             -------   -------  -------   -------
Net periodic pension cost     $ 614    $1,006    $2,119    $2,826


Net periodic post-retirement benefit cost for the Company's U.S.
post-retirement medical plan includes the following components for the
three months ended March 31:

                                    2004               2003
                             -----------------  ------------------
Service cost                       $   76           $      5
Interest cost on projected
benefit obligations                   522                 68
Curtailment gain on plan freeze         -            (1,330)
Net amortization and deferral       (213)               (21)
                                  -------           --------
Net periodic post-retirement
benefit cost                       $  385           $(1,278)
                                  =======           ========

As previously disclosed in the Company's annual report on Form 10-K for the
year ended December 31, 2003, the Company expects to make normal employer
pension contributions of approximately $11.4 million to its non-U.S.
defined benefit pension plans and $2.4 million to its U.S. post-retirement
medical plan during the year ended December 31, 2004.

7. OTHER CHARGES (INCOME), NET

Other charges (income), net consists primarily of charges related to the
Company's restructuring programs, interest income, (gains) losses from
foreign currency transactions, (gains) losses from sales of assets and
other items.

As noted in previous filings, in accordance with U.S. GAAP, the
restructuring charge taken in the second quarter of 2002 related to the
exit of our French manufacturing facility was limited to the minimum
contractual payment required by French law. During the three months ended
March 31, 2003, the Company recorded a restructuring charge of $5.4 million
($3.8 million after tax). This charge comprised the additional
employee-related costs resulting from final settlement of the social plan
negotiated with the French workers' council during the first quarter of
2003.

The Company's significant restructuring programs were substantially
completed at December 31, 2003.



7. OTHER CHARGES (INCOME), NET (CONTINUED)

A roll-forward of the Company's accrual for restructuring activities for
the three months ended March 31, 2003 follows:

                                 Employee       Lease
                                 related     termination  Other    Total
                                 ---------   ----------- -------  --------
                                   (a)         (b)         (c)
Balance at December 31, 2002      $11,803      $2,032     $ 420   $14,255
Restructuring expense               5,444           -         -     5,444
Cash payments                      (2,112)      (202)         -    (2,314)
Impact of foreign currency            213          17         6       236
                                 ---------   ----------- -------  --------
Balance at March 31, 2003         $15,348      $1,847     $ 426   $17,621
                                 =========   =========== =======  ========

(a)Employee related costs include severance, medical and early retirement
   costs for approximately net 300 employees, of which 230 employees had
   been terminated as of March 31, 2003. These employees include positions
   primarily in manufacturing, as well as administrative and other
   personnel, primarily at the Company's Principal U.S. and Other Western
   European Operations.

(b)Lease termination costs primarily relate to the early termination of
   leases on vacated property, primarily at the Company's Principal U.S.
   and Other Western European Operations.

(c)Other costs include expenses associated with equipment dismantling and
   disposal and other exit costs.

8. SEGMENT REPORTING

The Company has six reportable segments: Principal U.S. Operations, Other
Western European Operations, Principal Central European Operations, Swiss
R&D and Manufacturing Operations, Asia and Other. In previous reporting
periods, results from Asia were included within the Other operating
segment. During the three months ended December 31, 2003, the Company's
reporting units in Asia exceeded the quantitative threshold for disclosure
as a separate operating segment. Segment disclosures for all periods in
2003 have been reclassified accordingly.

The Company evaluates segment performance based on Segment Profit (gross
profit less research and development, selling, general and administrative
expenses and restructuring charges, before amortization, interest expense
and other charges).




8. SEGMENT REPORTING (CONTINUED)

The following tables show the operations of the Company's operating segments:




                                             Net        Net
         For the three months ended       sales to   sales to
         March 31, 2004                   external     other       Total       Segment    Goodwill,
                                          customers  segments     net sales    Profit        net
---------------------------------------   --------- ----------  -----------  ---------   ----------
                                                                          
Principal U.S. Operations                  $101,005     $8,385     $109,390    $13,575   $ 201,295
Other Western European Operations            79,151      5,216       84,367      2,399      84,788
Principal Central European
Operations                                   47,621     14,878       62,499      5,217      26,291
Swiss R&D and Mfg. Operations                12,320     45,772       58,092      9,660      22,575
Asia                                         38,729     12,439       51,168      8,987      10,251
Other (a)                                    39,883     10,322       50,205        858      77,452
Eliminations and Corporate (b)                    -   (97,012)     (97,012)    (7,884)           -
                                          --------- ----------  -----------  ---------   ----------
Total                                      $318,709  $       -     $318,709    $32,812   $ 422,652
                                          ========= ==========  ===========  =========   ==========

                                             Net        Net
         For the three months ended       sales to   sales to
         March 31, 2003                   external     other       Total       Segment    Goodwill,
                                          customers  segments     net sales    Profit(c)    net
---------------------------------------   --------- ----------  -----------  ---------   ----------
Principal U.S. Operations                  $100,485   $8,847     $109,332      $14,446     $201,663
Other Western European Operations            69,207    5,098       74,305      (3,290)       73,515
Principal Central European
Operations                                  41,144    13,173       54,317        4,682       23,960
Swiss R&D and Mfg. Operations               12,218    39,898       52,116        7,777       21,557
Asia                                        30,495     7,197       37,692        5,194        8,736
Other (a)                                   38,259     8,684       46,943        (126)       77,009
Eliminations and Corporate (b)                   -  (82,897)     (82,897)      (3,744)            -
                                          --------- ----------  -----------  ---------   ----------
Total                                     $291,808  $      -     $291,808      $24,939     $406,440




(a)  Other includes reporting units in Eastern Europe, Latin America and
     segments from other countries that do not meet the quantitative
     thresholds, but meet the mojority of the aggregation criteria of SFAS
     131.

(b)  Eliminations and Corporate includes the elimination of intersegment
     transactions and certain corporate expenses, which are not included in
     the Company's operating segments.

(c)  The results for the three months ended March 31, 2003 include a
     restructuring charge of $5.4 million recorded in the Other Western
     European Operations segment.







8. SEGMENT REPORTING (CONTINUED)

Non-GAAP Financial Measures

The Company supplements U.S. GAAP results with non-GAAP financial measures.
The principal non-GAAP financial measure used is Adjusted Operating Income.
Adjusted Operating Income is defined as gross profit less research and
development, selling, general and administrative expenses and restructuring
charges, before amortization, interest, other charges and taxes. The most
directly comparable U.S. GAAP financial measure is net earnings.

The Company believes that Adjusted Operating Income is important
supplemental information for investors. Adjusted Operating Income, or
Segment Profit, is used internally as the principal profit measurement by
our segments in their reporting to management. The Company uses this
measure because it excludes amortization, interest, other charges and
taxes, which are not allocated to the segments.

On a consolidated basis, the Company also believes Adjusted Operating
Income is an important supplemental method of measuring profitability. It
is used internally by senior management for measuring profitability and
setting performance targets for managers and has historically been used as
one of the means of publicly providing guidance on possible future results.
The Company also believes that Adjusted Operating Income is an important
performance measure because it provides a measure of comparability to other
companies with different capital or legal structures, which accordingly may
be subject to disparate interest rates and effective tax rates, and to
companies which may incur different amortization expenses or impairment
charges related to intangible assets.

Adjusted Operating Income is used in addition to and in conjunction with
results presented in accordance with U.S. GAAP. Adjusted Operating Income
is not intended to represent operating income under U.S. GAAP and should
not be considered as an alternative to net earnings as an indicator of the
Company's performance because of the following limitations.




8. SEGMENT REPORTING (CONTINUED)

Limitations of the non-GAAP measure, Adjusted Operating Income

The non-GAAP measure, Adjusted Operating Income, has certain material
limitations as follows:

     o    It does not include interest expense. Because the Company has
          borrowed money to finance some of its operations, interest is a
          necessary and ongoing part of the Company's costs and has
          assisted the Company in generating revenue. Therefore any measure
          that excludes interest expense has material limitations;

     o    It does not include taxes. Because payment of taxes is a
          necessary and ongoing part of the Company's operations, any
          measure that excludes taxes has material limitations;

     o    It excludes amortization expense and other charges. Because these
          items are recurring, any measure that excludes them has material
          limitations.

Adjusted Operating Income should not be relied upon to the exclusion of
U.S. GAAP financial measures, but reflects an additional measure of
comparability and means of viewing aspects of the Company's operations
that, when viewed together with U.S. GAAP results and the accompanying
reconciliation to net earnings, provides a more complete understanding of
factors and trends affecting the business.

Because Adjusted Operating Income is not standardized, it may not be
possible to compare with other companies' non-GAAP financial measures
having the same or a similar name. The Company strongly encourages
investors to review these financial statements and publicly-filed reports
in their entirety and not to rely on any single financial measure.

A reconciliation of Adjusted Operating Income, or Segment Profit, to net
earnings for the three months ended March 31 follows:




                                                              2004           2003
                                                          -------------  -------------

                                                                      
Adjusted operating income after restructuring charge (a)       $32,812      $24,939
Amortization                                                     2,808        2,827
Interest expense                                                 3,466        3,905
Other charges, net (excluding restructuring charge)               (64)        (269)
Provision for taxes                                              7,980        5,541
                                                          -------------  -------------
Net earnings                                                   $18,622      $12,935
                                                          =============  =============


(a)  Adjusted Operating Income for 2003 includes a restructuring charge of
     $5,444 primarily related to headcount reductions and manufacturing
     transfers. See Note 7 to the interim consolidated financial
     statements.



PART II.  OTHER INFORMATION

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits

               31.1   Certification of the Chief Executive Officer Pursuant
                      to Section 302 of the Sarbanes - Oxley Act of 2002

               31.2   Certification of the Chief Financial Officer Pursuant
                      to Section 302 of the Sarbanes - Oxley Act of 2002

               32     Certification Pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002




                                 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

                                      Mettler-Toledo International Inc.


Date: August 9, 2004                  By:  /s/  William P. Donnelly
                                         -------------------------------

                                         William P. Donnelly
                                         Chief Financial Officer