Mail Stop 6010

      March 30, 2006


Via U.S. Mail and Facsimile to (614) 438-4646

William P. Donnelly
Chief Financial Officer
Mettler-Toledo International, Inc.
1900 Polaris Parkway
Columbus, OH 43240


	Re:	Mettler-Toledo International, Inc.
		Form 10-K for the Fiscal Year Ended December 31, 2005
		Filed  February 21, 2006
      File No. 001-13595


Dear Mr. Donnelly:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  In some of our comments, we may ask
you
to provide us with information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2005

Notes to the Consolidated Financial Statements, page F-9

Note 7. Goodwill and Other Intangible Assets, page F-15

1. We note your disclosure that amortization expense associated
with
intangible assets was $4.1 million for both years ended December
31,
2005 and 2004. We also see that total amortization expense as
presented on your statements of operations and cash flows for
those
years ended was $11.4 million and $12.3 million, respectively.
Please
reconcile for us the amounts presented as amortization expense in
the
statements of operations and cash flows with the amortization
expense
amounts disclosed in this footnote. Additionally, future filings
should explain any differences between amortization and
depreciation
expense amount disclosures in your footnotes and the equivalent
amounts presented in your financial statements.

Note 12 - Benefit Plans, page F-22

2. We note that your benefit obligation for non-U.S. pension
benefits
increased by $68.5 million during the year-ended December 31, 2005
due to an actuarial loss. Disclosure of the reasons for
significant
changes in assumptions and benefit obligations should be discussed
in
the notes to the financial statements or in your Management`s
Discussion and Analysis. Accordingly, please tell us and disclose
in
future filings the nature of and reasons for changes to
significant
assumptions or estimates which lead to the increase in the benefit
obligation as well as how the amount of the changes were
determined.

	As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Kevin Kuhar, Staff Accountant, at (202) 551-
3662 or me at (202) 551-3603 if you have questions regarding these
comments on the financial statements and related matters.  In this
regard, do not hesitate to contact Angela Crane, Branch Chief, at
(202) 551-3554.


								Sincerely,



								Jay Webb
								Reviewing Accountant

William P. Donnelly
Mettler-Toledo International, Inc.
March 29, 2006
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