UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.   )

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METTLER-TOLEDO INTERNATIONAL INC.

(Name of Registrant as Specified In Its Charter)

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Mettler-Toledo International Inc.

March 15, 2006

      Dear Fellow Shareholder:

      You are cordially invited to attend the 2006 Annual Meeting of Shareholders of Mettler-Toledo International Inc. to be held on Wednesday, May 3, 2006, at 9:00 a.m. at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP on 375 Park Avenue (between 52nd and 53rd Street), 37th Floor, New York, New York.

      The Secretary’s notice of the meeting and the proxy statement which appear on the following pages describe the matters to be acted upon at the meeting.

      We hope you will be able to attend the meeting. In any event, please sign and return your proxy as soon as possible so that your vote will be counted. You may also vote by telephone or over the Internet by following the instructions on your proxy card.

Table of Contents

Mettler-Toledo International Inc.

Notice to Shareholders of Annual Meeting

      Whether or not you plan to attend this annual meeting, please complete the enclosed proxy card and promptly return it in the accompanying envelope. You may also vote by telephone or over the Internet by following the instructions on your proxy card.

ABOUT THE MEETING AND VOTING

Purpose of the Annual Meeting

      The purpose of the annual meeting is to provide Mettler-Toledo International Inc. shareholders with an opportunity to vote on the proposals and any other business properly brought before the meeting.

Shareholders Entitled to Vote

      Each share of common stock outstanding as of the close of business on March 6, 2006 (the “record date”), is entitled to one vote at the annual meeting on each matter properly brought before the meeting. As of the record date, 40,975,959 shares of common stock were outstanding.

Proposals to be Voted on and the Board’s Voting Recommendations

      The following proposals will be voted on at the meeting. The board recommends that you vote your shares as indicated below. The board has not received proper notice of, and is not aware of, any additional business to be transacted at the meeting other than as indicated below.

How to Vote

      IN PERSON — You may vote your shares by attending the meeting and voting your shares in person. The meeting is being held at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, the address of which is indicated in the foregoing Notice to Shareholders.

      BY PROXY — You may vote your shares by proxy. If you vote your shares by proxy, you are legally designating another person to vote the stock you own in accordance with your desired vote. To vote by proxy, complete, sign and return the enclosed proxy card by mail to the address stated on your proxy card. You may also vote by telephone or over the Internet by following the instructions on your proxy card.

      Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. This will enable us to receive votes in advance of the meeting to ensure that a quorum (defined below) is present for the meeting.

Changing Your Vote

      If you vote by proxy and subsequently decide to change your vote, you may revoke your proxy at any time before the polls close at the meeting. However, you may only do this by signing another proxy with a later date, completing a written notice of revocation and returning it to the address on the proxy card before the meeting; or voting in person at the meeting.

Votes Needed to Hold the Meeting

      A quorum needs to be present at the meeting in order to hold the meeting. A quorum is a majority of the company’s outstanding shares of common stock as of the record date. Your shares are counted as present at the meeting if you attend the meeting and vote in person; vote by telephone or Internet; or properly return a proxy card by mail. Abstentions and broker non-votes shall also be counted in determining whether a quorum is present.

ABOUT THE MEETING AND VOTING

Effect of not Providing Voting Instructions

      If your shares are held in the name of a brokerage firm and you have not provided your broker with voting instructions, the brokerage firm may vote your shares under certain circumstances. New York Stock Exchange rules allow brokers to vote your shares without your instructions only on routine matters, such as the election of directors and ratification of the appointment of auditors (“broker non-votes”). On non-routine matters, such as those that change the rights of your shares, the brokerage firm may not vote your shares unless they receive voting instructions from you.

      If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy or vote the shares yourself. Proxies that are signed and returned but do not contain instructions will be voted “FOR” the items of business described in the proxy.

How to Vote on Proposal 1

      When voting on the election of director nominees, shareholders may vote in favor of all nominees, vote to withhold votes as to all nominees, or withhold votes as to specific nominees. Assuming a quorum is present, those directors receiving the affirmative vote of a plurality of the votes cast at the meeting and entitled to vote in the election will be elected as a director.

How to Vote on Proposal 2

      A majority of shares present at the meeting and entitled to vote must vote “FOR” the appointment of PricewaterhouseCoopers as the company’s independent registered public accounting firm for the proposal to be ratified. A properly executed proxy card marked “abstain” with respect to this proposal will not be voted. Accordingly, abstentions will have the effect of a vote “against” this proposal.

      For purposes of determining whether the affirmative vote of a majority of the votes cast at the meeting and entitled to vote has been obtained, abstentions will be included in, and broker non-votes will be excluded from, the number of shares present and entitled to vote.

How to Vote on Proposal 3

      A majority of shares present at the meeting and entitled to vote must vote “FOR” the approval of the material terms of the company’s POBS Plus Incentive System for Group Management for the proposal to be ratified. A properly executed proxy card marked “abstain” with respect to this proposal will not be voted. Accordingly, abstentions will have the effect of a vote “against” this proposal.

      For purposes of determining whether the affirmative vote of a majority of the votes cast at the meeting and entitled to vote has been obtained, abstentions will be included in, and broker non-votes will be excluded from, the number of shares present and entitled to vote.

No Dissenters’ Rights

      In the event of certain corporate actions, such as a merger subject to shareholder approval, shareholders have the right to dissent from such action and obtain payment of the fair value of his/her shares. This is referred to as “dissenters’ rights”. The proposals in this proxy statement do not give rise to dissenters’ rights.

Receiving More than One Proxy Card

      If you have received more than one proxy card, you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Mellon Investor Services and may be reached by phone at +1 (800) 526-0801 and on the web at www.melloninvestor.com.

ABOUT THE MEETING AND VOTING

Shareholder Questions

      At the end of the meeting, shareholders appearing at the meeting may ask questions of general interest.

Vote Tabulation; Voting Results

      The company appoints an independent inspector of election, who also tabulates the voting results. The meeting’s voting results will be disclosed in the company’s second quarter Form 10-Q filed with the Securities and Exchange Commission.

BOARD OF DIRECTORS — GENERAL INFORMATION

Responsibility of the Board of Directors

      It is the responsibility of the Board of Directors to establish and monitor the company’s internal governance practices and promote the long-term success of the company. All actions of the company’s Board of Directors, executive officers and employees are governed by the company’s code of conduct. No waiver of the code of conduct by an executive officer or director was approved by the board in 2005. A copy of the code of conduct is available at www.mt.com on the Investor Relations/ Corporate Governance web page.

Corporate Governance Guidelines

      The board has established corporate governance guidelines that contribute to the overall operating framework of the board and the company. These guidelines cover topics including director qualifications and the director nomination process, the responsibilities of directors, including with respect to leadership development and management succession, meetings of non-management directors, and director compensation. The guidelines are available on the company’s web site at www.mt.com on the Investor Relations/ Corporate Governance web page.

Composition of the Board; Presiding (Lead) Director

      In accordance with the company’s by-laws in effect as of this annual meeting of shareholders, the board will consist of eight directors. Each director holds a one-year term until the next annual meeting of shareholders. The board has established the position of Presiding Director, who oversees executive sessions of the non-management directors and all meetings of directors at which the Chairman is not present. The Presiding Director also coordinates with the Nominating and Corporate Governance Committee relating to director nominations as described in the Nominating and Corporate Governance Committee report below. The role of Presiding Director rotates every other year among each of the non-management directors. Mr. Salice is currently serving as the Presiding Director.

      The board has three committees:

      (i)   the Audit Committee;

      (ii)   the Compensation Committee; and

      (iii)  the Nominating and Corporate Governance Committee.

Minimum Qualifications for Directors

      Members of the Board of Directors must demonstrate integrity, reliability, knowledge of corporate affairs, and an ability to work well together. Diversity in business background, area of expertise, gender and ethnicity are also considered when selecting board nominees. Additional details are contained in the company’s corporate governance guidelines available at www.mt.com on the Investor Relations/ Corporate Governance web page.

Independence of the Board

      The board uses a number of criteria in evaluating independence. The board solicits information from directors as to any relationship the director or his immediate family member has with the company that might affect the director’s independence. The board also evaluates directors’ independence pursuant to current NYSE rules.

      In light of these criteria, the board has determined that Messrs. Contino, Dickson, Geier, Macomber, Maerki, Milne and Salice are independent under the rules of the New York Stock Exchange and either have no relationships with the company (other than as director and shareholder) or have only immaterial relationships with the company. Mr. Spoerry, Chairman of the board, is not independent under the rules of the New York Stock Exchange, as he is also the company’s President and Chief Executive Officer.

BOARD OF DIRECTORS — GENERAL INFORMATION

      The Board of Directors has determined that the following types of relationships are categorically immaterial:

Meeting of Non-Management Directors

      The board schedules regular executive sessions for its non-management members, typically after each board meeting. The Presiding Director acts as chairman of these meetings.

Director Attendance at Board Meetings and the Annual Meeting

      The board expects that its members will attend all meetings of the board. The Board of Directors met four times in 2005. Each director attended at least 75% of all board meetings. Each director also attended at least 75% of the committee meetings of which the director is a member, except Mr. Macomber who was unable to attend two of six Audit Committee meetings.

      All directors except one attended the 2005 annual meeting of shareholders.

Director Compensation

      Non-employee directors are compensated as follows:

BOARD OF DIRECTORS — GENERAL INFORMATION

Contacting the Board of Directors

      Interested parties may contact the Presiding Director individually or the non-management directors as a group by:

      EMAIL — PresidingDirector@mt.com.

      REGULAR MAIL — Mettler-Toledo International Inc., Im Langacher, CH-8606 Greifensee, Switzerland, Attention: Presiding Director.

BOARD OF DIRECTORS — OPERATION

      The Board of Directors has three committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Further information regarding the membership, function and meetings of the committees is contained in the table below.

Committee Charters

      Each committee of the Board of Directors has a written charter, setting forth the responsibilities of the committee in detail. The committee charters can be found on the company’s web site at www.mt.com on the Investor Relations/ Corporate Governance web page.

AUDIT COMMITTEE REPORT

      The Audit Committee assists the board in overseeing the accounting and financial reporting processes of the company. The Audit Committee operates pursuant to a written charter, a copy of which can be found on the company’s website at www.mt.com. The committee is responsible for overseeing the accounting and financial reporting processes of the company and audits of the financial statements of the company. In discharging its oversight role, the Audit Committee discussed the audited financial statements contained in the 2005 annual report separately with the company’s independent registered public accounting firm and the company’s management and reviewed the company’s internal controls and financial reporting.

      The company’s independent registered public accounting firm, PricewaterhouseCoopers (“PwC”), is responsible for auditing the company’s consolidated financial statements as well as the company’s internal control over financial reporting. PwC issues opinions as to (1) whether the financial statements present fairly, in all material respects, the financial position of the company and its subsidiaries in accordance with accounting principles generally accepted in the United States of America; (2) management’s assessment that the company maintained effective internal control over financial reporting; and (3) whether the company maintained, in all material respects, effective control over financial reporting.

Audited Financial Statements

      In reviewing the company’s audited financial statements with the independent registered public accounting firm, the Audit Committee discussed with PwC the matters required to be discussed by the Auditing Standards Board Statement on Auditing Standards No. 61, as amended, and other matters including, without limitation:

      In reviewing the company’s audited financial statements with the company’s management, the Audit Committee discussed the same topics listed above with management, including, without limitation, the process used by management in formulating accounting estimates and the reasonableness of those estimates.

      Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the board approved, that the audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2005.

Independent Registered Public Accounting Firm Fees

      Audit Fees — Represents fees for the audit of the annual financial statements and review of financial statements included in quarterly reports on Form 10-Q. Of the 2005 audit fees, approximately $1.8 million relates to the financial statement audit, and $1.0 million to the Sarbanes-Oxley §404 attestation opinion.

AUDIT COMMITTEE REPORT

      Audit-Related Fees — Of the 2005 audit-related fees, $124,000 relates to due diligence work in connection with an acquisition transaction.

      Tax Fees — The 2005 tax fees were primarily for compliance-related services.

      Other Fees — No significant other services were performed by PwC for the company in 2005.

Audit Committee Report

      The Audit Committee has determined that PwC’s provision of the services included in the categories “Tax Fees” and “Other Fees” is compatible with maintaining PwC’s independence. All non-audit services were approved in advance by the Audit Committee pursuant to the procedures described below.

Audit Committee Approval of Non-Audit Services

      The Audit Committee approves all non-audit services provided by PwC in accordance with the following:

      The independent registered public accounting firm must ensure that all audit and non-audit services provided to the company have been approved by the Audit Committee. Each year, the company’s management and the independent registered public accounting firm confirm to the Audit Committee that every non-audit service being proposed is permissible and estimate a budget for the next year’s non-audit services.

Independent Registered Public Accounting Firm for 2005

      The Audit Committee has recommended to the board that PwC be engaged as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2006.

COMPENSATION COMMITTEE REPORT

      The Compensation Committee assists the board in reviewing and monitoring the compensation of the company’s executives and the Chief Executive Officer. The Compensation Committee operates pursuant to a written charter, a copy of which can be found on the company’s website at www.mt.com. The committee is responsible for establishing compensation arrangements that allow the company to retain, attract and motivate quality employees.

Compensation Philosophy

      In carrying out its responsibilities, the Compensation Committee works within the parameters of an established compensation philosophy. This philosophy is comprised of several core concepts:

      As a consequence of this philosophy, the company’s compensation program consists of three basic elements: base salary, annual cash bonus and long-term incentive compensation, which may be in the form of stock options and/or restricted stock units. In evaluating the competitiveness of the company’s salaries, the Compensation Committee periodically conducts both broad based surveys and surveys of the salaries of executives in the instruments and electronics industries, including companies in SIC Code 3826 (Laboratory Analytical Instruments). For Swiss-based executive officers, the company makes contributions to a company pension plan on behalf of the officer, which are disclosed in the table under “Executive Compensation” below in the column “All Other Compensation”.

Base Salary

      Within the parameters mentioned above, the company’s goal is to pay average base salaries that are at or below the median. Base salaries for executive officers are generally lower than those at peer companies.

Annual Cash Bonus

      The annual cash bonus is a key element of senior management’s compensation. The company’s bonus plan closely links executive pay with achieving yearly financial performance targets and above-target performance results in greater rewards. Over-achievement under the bonus plan can result in above-median total cash compensation even though base salary may be below the median. In addition to financial performance targets, between 10% and 20% of the bonus for a given participant is based upon individual performance objectives.

      By the end of each year, the Compensation Committee establishes the financial performance targets on which each participant’s incentive is based for the coming year. Performance targets are closely related to that fiscal year’s budget and business plan and may be based upon any one or more of the following financial criteria:

COMPENSATION COMMITTEE REPORT

earnings per share, cash flow, operating profit of business areas, inventory turnover, days sales outstanding, sales of the entire company and/or individual business areas. See also the discussion below under “Proposal Three: Approval of POBS Plus Incentive System for Group Management.”

Long-Term Incentives

      Providing the company’s management with an equity stake in the company by awarding long-term incentives under the 2004 Equity Incentive Plan aligns management’s long-term interests with the long-term interests of the company’s shareholders. As such, when the company performs well, executive officers will receive greater incentive compensation. When the company does not perform well, the value of incentive awards is reduced. In 2005, the Compensation Committee made grants of stock options to executive officers and restricted stock units to other managers. Twenty percent of the options and restricted stock units vest each year, starting with the first anniversary of the date of grant.

      Had compensation cost for the company’s equity incentive 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 in 2005 would have been reduced by $6.3 million from $108.9 million to $102.6 million, and diluted earnings per common share would have been reduced by $0.14 from $2.52 to $2.38.

Compensation of the Chief Executive Officer

      The Compensation Committee determines Mr. Spoerry’s compensation on the same basis and using the same philosophy as for the other executive officers. As such, the goal of the Compensation Committee is to link a significant portion of Mr. Spoerry’s compensation to company performance through the annual bonus performance targets. Mr. Spoerry’s financial performance targets include earnings per share, net cash from operations, group sales, and inventory turnover.

      Mr. Spoerry’s annual base salary in 2005 was $835,003 (using an exchange rate SFr. 1.2458 to $1.00, the average exchange rate in 2005). The Compensation Committee increased Mr. Spoerry’s base salary by 8% over the prior year, taking into account a review of salaries at peer companies and reflecting Mr. Spoerry’s performance.

      Based on the company’s performance for fiscal year 2005 and his performance relating to his personal targets, Mr. Spoerry realized a bonus award equal to 123% of his base salary.

      The Compensation Committee feels it is important for Mr. Spoerry to have a significant portion of his ongoing compensation tied to the long-term interests of shareholders. Mr. Spoerry has directly purchased and continues to hold a significant amount of company shares. Mr. Spoerry had last received an option grant in 1999, although the Compensation Committee had recommended granting options to Mr. Spoerry in each of the following five years. Mr. Spoerry declined each of these grants, requesting that the options be made available to other employees. In 2005, the Compensation Committee granted Mr. Spoerry stock options with respect to 120,000 shares.

      Based on the quality of leadership of Mr. Spoerry and the overall performance of the company, the committee believes Mr. Spoerry’s compensation for 2005 is appropriate.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT

      The Nominating and Corporate Governance Committee assists the board in identifying and recommending individuals to be nominated for election to the Board of Directors by shareholders. The Nominating and Corporate Governance Committee operates pursuant to a written charter, a copy of which can be found on the company’s website at www.mt.com. The committee is responsible for advising the board on the structure and membership of committees of the board as well as developing corporate governance guidelines applicable to the operation of the company. We describe below the process established by the committee to nominate directors to the Board of Directors as well as some of the recent corporate governance activities undertaken by the committee.

Director Nomination Process

      When there is an actual or anticipated board vacancy, candidates for the Board of Directors may be recommended by (i) any member of the Nominating and Corporate Governance Committee, (ii) other board members, (iii) third parties engaged for that purpose by the committee, and/or (iv) the company’s shareholders. Shareholders interested in recommending a person to be a director of the company must make such recommendation in writing. The recommendation must be forwarded to the Secretary of the company at: Mettler-Toledo International Inc., Im Langacher, CH-8606 Greifensee, Switzerland. Shareholder recommendations must include the information and be sent within the time-frames specified in the company’s by-laws, a copy of which can be obtained from the Secretary. Additional details regarding minimum qualifications for director nominees can be found on the company’s website at www.mt.com.

      The Nominating and Corporate Governance Committee follows the following process in nominating candidates for a position on the company’s Board of Directors.

      With regard to the current board nominees, the Nominating and Corporate Governance Committee has evaluated the qualifications and contributions of each of the board nominees and has recommended to the board that the eight current directors be nominated for re-election.

Corporate Governance

      The Nominating and Corporate Governance Committee led the company’s corporate governance efforts by:

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT

EXECUTIVE COMPENSATION

      The following table sets forth, for the last three fiscal years, the compensation earned by the company’s Chief Executive Officer and four other most highly compensated executive officers who were serving as executive officers as of December 31, 2005:

Summary Compensation Table (1)

EXECUTIVE COMPENSATION

Option Grants in Last Fiscal Year

Option Exercises in Last Fiscal Year

and Option Values as of December 31, 2005

EXECUTIVE COMPENSATION

Executive Officer Employment Agreements

      The company is a party to an employment agreement with Robert F. Spoerry dated October 30, 1996. The agreement provides for an annual base salary, which may be increased from time to time by the Compensation Committee in accordance with normal business practices, and for participation in our bonus plan and other employee benefit plans. The agreement prohibits Mr. Spoerry from competing with the company for a period of 24 months after termination of employment. The agreement may be terminated without cause on 36 months’ notice during which period Mr. Spoerry is entitled to full compensation under the agreement.

      The company is also a party to employment agreements with the named executive officers. These agreements provide for a base salary subject to adjustment and participation in our bonus plan and other employee benefit plans. Each agreement prohibits the executive from competing with the company for a period of 12 months after termination of employment. Each agreement may be terminated without cause on 12 months’ notice (six months for Messrs. Filliol and Widmer) during which period the executive is entitled to full compensation under the agreement.

      The company is a party to agreements with Messrs. Spoerry, Filliol, Luethi and Widmer, who are non-U.S. citizens and non-U.S. residents and are subject to income tax on their earnings in Switzerland. The company has agreed to pay additional costs (including payment of taxes) borne by these executives in respect of the same earnings that are subject to additional taxation in the United States. The individuals do not receive any cash benefit as a result of this arrangement. The agreements cover taxable years starting in 1997, as applicable.

SHARE OWNERSHIP

      This table shows how much of the company’s common stock is owned by directors, executive officers and owners of more than 5% of the company’s common stock as of the record date March 6, 2006 (December 31, 2005 in the case of 5% shareholders):

SHARE PERFORMANCE GRAPH

      The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, 2000 through December 31, 2005 in our common stock, the Standard & Poor’s 500 Composite Stock Index (S&P 500) and the SIC Code 3826 Index — Laboratory Analytical Instruments. Historically, we have not paid dividends on our common stock. However, the company will evaluate this policy on a periodic basis taking into account our results of operations, financial condition, capital requirements, including potential acquisitions, our share buyback program, the taxation of dividends to our shareholders, and other factors deemed relevant by our Board of Directors.

Comparison of Cumulative Total Return

Among Mettler-Toledo International Inc., the

S&P 500 Index and SIC Code 3826 Index —

Laboratory Analytical Instruments

PROPOSAL ONE:

ELECTION OF DIRECTORS

      The nominees for the Board of Directors are listed below. Each nominee, if elected, will hold office until next year’s annual meeting of shareholders and until their successors have been duly elected and qualified. All nominees are currently directors. In the event that a nominee is unable to serve, the person designated as proxyholder for the company will vote for the remaining nominees and for such other person as the Board of Directors may nominate.

      Robert F. Spoerry is 50 years old and has been a director since October 1996. Mr. Spoerry has been President and Chief Executive Officer of the company since 1993. He served as Head of Industrial and Retail (Europe) of the company from 1987 to 1993. Mr. Spoerry has been Chairman of the Board of Directors since May 1998.

      Francis A. Contino is 60 years old and has been a director since October 2004. Mr. Contino is Executive Vice President — Strategic Planning and Chief Financial Officer of McCormick & Company, Inc. He is a member of the Management Committee and has been a member of the Board of Directors and Chief Financial Officer of McCormick since joining the company in 1998. Prior to joining McCormick, Mr. Contino was Managing Partner of the Baltimore office of Ernst & Young.

      John T. Dickson is 60 years old and has been a director since March 2000. Mr. Dickson was President and Chief Executive Officer of Agere Systems Inc. from August 2000 to October 2005. Previously, Mr. Dickson had been Executive Vice President and Chief Executive Officer of Lucent Technologies’ Microelectronics and Communications Technologies Group since October 1999. He joined AT&T Corp. in 1993 as Vice President of its Integrated Circuit business unit, moved to Lucent following its spin-off in 1996, and was named Chief Operating Officer of Lucent’s Microelectronics Group in 1997.

      Philip H. Geier is 71 years old and has been a director since July 2001. Mr. Geier was Chairman of the Board and Chief Executive Officer of the Interpublic Group of Companies, Inc. from 1980 to 2000 and was a Director of Interpublic from 1975 to 2000. Mr. Geier is also a Senior Advisor for Lazard Frères & Co. LLC and a Director of AEA Investors LLC, Alcon, Inc., Fiduciary Trust Co. International, Foot Locker, Inc. and IAG Research.

      John D. Macomber is 78 years old and has been a director since October 1996. He has been a principal of JDM Investment Group since 1992. He was Chairman and President of the Export-Import Bank of the United States (an agency of the U.S. Government) from 1989 to 1992. From 1973 to 1986 Mr. Macomber was Chairman and Chief Executive Officer of Celanese Corporation. Prior to that, Mr. Macomber was a Senior Partner of McKinsey & Company. Mr. Macomber is also a Director of AEA Investors LLC and Lehman Brothers Holdings Inc.

      Hans Ulrich Maerki is 59 years old and has been a director since September 2002. Mr. Maerki has been the Chairman of IBM Europe/ Middle East/ Africa (EMEA) since August 2001. From July 2003 to May 2005, Mr. Maerki was also the General Manager of IBM EMEA. From 1996 to July 2001, Mr. Maerki was General Manager of IBM Global Services, EMEA. Mr. Maerki has been with IBM in various positions since 1973. Mr. Maerki is also a Director of ABB Ltd. and Menuhin Festival Gstaad AG. He also serves on the Board of Trustees of IMD Lausanne.

      George M. Milne, Jr., Ph.D., is 62 years old and has been a director since September 1999. From 1970 to July 2002, Dr. Milne held various management positions with Pfizer Corporation, including most recently Executive Vice President, Pfizer Global Research and Development and President, Worldwide Strategic and Operations Management. Dr. Milne was also a Senior Vice President of Pfizer Inc. and a member of the Pfizer Management Council. He was President of Central Research from 1993 to July 2002 with global responsibility for Pfizer’s Human and Veterinary Medicine Research and Development. Dr. Milne is also a Director of Aspreva Pharmaceuticals, Inc., Charles River Laboratories, Inc. and MedImmune, Inc.

PROPOSAL ONE:

ELECTION OF DIRECTORS

      Thomas P. Salice is 46 years old and has been a director since October 1996. Mr. Salice is a co-founder and Managing Member of SFW Capital Partners, LLC, a private equity firm. Previously, he was President of AEA Investors LLC, a private equity firm, from January 1999, Chief Executive Officer from January 2000, and Vice Chairman from September 2002 to December 2004. Mr. Salice is also a Director of Agere Systems Inc. and Waters Corporation. He also serves on the Board of Trustees of Fordham University.

      The Board of Directors recommends that you vote FOR the election of each of the directors listed above. Proxies will be voted “FOR” each nominee unless otherwise specified in the proxy.

PROPOSAL TWO:

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      You are being asked to ratify the appointment of PricewaterhouseCoopers (PwC) as the company’s independent registered public accounting firm. Upon recommendation of the Audit Committee, the Board of Directors has appointed PwC, independent public accountants, to audit and report on the company’s consolidated financial statements for the fiscal year ending December 31, 2006 and to perform such other services as may be required of them.

Auditor Attendance at Annual Meeting

      Representatives of PwC are expected to be present at the annual meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate shareholder questions.

Limitation on Amount of Audit Fees

      We have no existing direct or indirect understandings or agreements with PwC that place a limit on current or future years’ audit fees. Please see the Audit Committee Report in this proxy statement for further details concerning the fees charged by PwC.

      The Board of Directors recommends that you vote FOR ratification of the appointment of PwC as independent registered public accounting firm. Proxies will be voted “FOR” ratification of the appointment of PwC unless otherwise specified in the proxy.

PROPOSAL THREE:

APPROVAL OF POBS PLUS INCENTIVE SYSTEM FOR GROUP MANAGEMENT

      You are being asked to approve the material terms of the company’s POBS Plus Incentive System for Group Management (the “Incentive Plan”).

Description of the Incentive Plan

      The purpose of the Incentive Plan is to provide an incentive to key employees of the company to dedicate themselves to the financial success of the company as measured based on objective financial criteria. There are currently 10 employees eligible to participate in the Incentive Plan. The Incentive Plan is intended to emphasize the responsibility of each participant in the Incentive Plan for the financial success of the company and the attainment of the overall corporate goals and success of the company. Criteria for participation in the Incentive Plan are: (i) the performance of key management functions which can significantly influence and contribute to the overall success of the company and (ii) leadership skills and high professional competence.

      The Incentive Plan is administered by the Compensation Committee of the Board of Directors of the Company. By no later than the end of the first quarter of each year, the Compensation Committee establishes the performance targets on which each participant’s incentive is based. Performance targets are closely related to that fiscal year’s budget and business plan and may be based upon any one or more of the following financial criteria:

      earnings per share;

      cash flow;

      operating profit of business areas;

      sales of the company and/or its business areas;

      inventory turnover of the company and/or its business areas; and

      days sales outstanding of business areas.

      In addition, between 10 and 15 percent of the bonus for each participant (with a higher percentage for the CFO) is based on individual objective performance targets relating to the company’s annual business objectives. The CFO has additional targets relating to the company’s financial systems and controls. At the conclusion of each year, the Compensation Committee reviews the audited results of the company’s performance against each particpant’s performance targets and determines the incentive payment, if any, earned by each participant.

      The Incentive Plan provides for payment of a cash bonus to participants calculated by reference to the performance targets. For each participant, a cash bonus will become payable following achievement of 90% of the target level. For each full percentage point of target achievement above 90% and up to a maximum of 120% for individual performance targets and 130% for the company performance targets, a cash bonus of from 2.5% to 7.5% of the base salary of the participant is payable, for a total maximum potential bonus of between 100% and 300% of base salary. Within the first 90 days of each year, the percentage of base salary between 2.5% and 7.5% to be used in calculating the bonus is established individually for each participant by the Compensation Committee.

      The maximum bonus that may be paid to any participant under the Incentive Plan for any given year is $2.5 million. In case of termination of a participant during the first half of a fiscal year, the bonus is paid pro rata on the basis of 95% target achievement. In case of termination of employment of a participant during the second half of a fiscal year, target achievement is measured at the end of the year and the bonus is paid on a pro rata basis.

      The Incentive Plan may be amended or terminated at any time by the Board of Directors of the Company.

      The Board of Directors recommends that you vote FOR approval of the company’s POBS Plus Incentive System for Group Management. Proxies will be voted “FOR” approval of the Incentive Plan unless otherwise specified in the proxy.

ADDITIONAL INFORMATION

Compensation Committee Interlocks and Insider Participation

      The Compensation Committee is comprised of Messrs. Dickson, Geier and Salice, none of whom were officers or employees of the company or its subsidiaries or had any relationship requiring disclosure by the company under Item 404 of the Securities and Exchange Commission’s Regulation S-K during or prior to 2005.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires the company’s executive officers and directors, and persons who own more than ten percent of a registered class of the company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and The New York Stock Exchange. Executive officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that in the last year, all filing requirements applicable to our executive officers and directors and greater than 10% shareholders were complied with, except: (i) the filing of a Form 4 on August 29, 2005 reporting a stock purchase by Mr. Jean-Lucien Gloor made on August 24, 2005; and (ii) the reporting of the non-management directors’ 2005 stock option and restricted stock unit awards, granted on November 3, 2005 and reported on Form 5 in January 2006.

Availability of Form 10-k and Annual Report to Shareholders

      The company’s Annual Report to shareholders for the fiscal year ended December 31, 2005, including financial statements, accompanies this proxy statement. The Annual Report is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made.

      The Annual Report will be available on the Investor Relations/ Annual Report web page of the company’s web site at www.mt.com. Upon written request, the company will furnish, without charge, to each person whose proxy is being solicited a copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the SEC. Requests in writing for copies of any such materials should be directed to the Treasurer, Mettler-Toledo International Inc., 1900 Polaris Parkway, Columbus, Ohio 43240-2020, USA.

Electronic Delivery of Annual Report and Proxy Statement

      If you wish to receive future annual reports, proxy statements and other materials and shareholder communications electronically via the Internet, please follow the directions on your proxy card for requesting such electronic delivery. An election to receive materials electronically will continue until you revoke it. You will continue to have the option to vote your shares by telephone, mail or via the Internet.

How to Submit Shareholder Proposals

      Shareholders may present proposals which may be proper subjects for inclusion in the proxy statement and for consideration at an annual meeting. To be considered, proposals must be submitted on a timely basis. We must receive proposals for next year’s annual meeting no later than November 13, 2006. Proposals and questions related thereto should be submitted in writing to the Secretary of the company. Proposals may be included in the proxy statement for next year’s annual meeting if they comply with certain rules and regulations promulgated by the Securities and Exchange Commission and in connection with certain procedures described in our by-laws, a copy of which may be obtained from the Secretary of the company. Any proposal submitted outside the processes of these rules and regulations will be considered untimely for the purposes of Rule 14a-4 and Rule 14a-5.

Expenses of Solicitation

      The cost of soliciting proxies will be borne by the company. In addition to the solicitation of proxies by use of the mail, some of our officers, directors and regular employees, none of whom will receive additional compensation therefore, may solicit proxies in person or by telephone, Internet or other means. As is customary,

ADDITIONAL INFORMATION

we will, upon request, reimburse brokerage firms, banks, trustees, nominees and other persons for their out-of-pocket expenses in forwarding proxy materials to their principals.

Other Matters

      We know of no other matter to be brought before the annual meeting. If any other matter requiring a vote of the shareholders should come before the meeting, it is the intention of the persons named in the proxy to vote the proxies with respect to any such matter in accordance with their reasonable judgment.

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