Exhibit 99.3

                  INSTRUCTION TO REGISTERED HOLDER AND/OR
                  BOOK-ENTRY TRANSFER FACILITY PARTICIPANT
                           FROM BENEFICIAL OWNER
                                     OF
                     METTLER-TOLEDO INTERNATIONAL INC.
                        4.85% SENIOR NOTES DUE 2010

To Registered Holders and/or Participant of the Book-Entry Transfer Facility:

     The undersigned hereby acknowledges  receipt of the prospectus,  dated
?,  2004,  of  Mettler-Toledo  International  Inc.  ("Mettler-Toledo")  and
accompanying    letter   of   transmittal,    that   together    constitute
Mettler-Toledo's  offer to exchange $1,000 principal amount of 4.85% Senior
Notes due 2010,  which have been  registered  under the  Securities  Act of
1933, as amended,  of  Mettler-Toledo  for each $1,000  principal amount of
outstanding  4.85%  Senior  Notes  due  2010 of  Mettler-Toledo,  of  which
$150,000,000 aggregate principal amount is outstanding.

     This will  instruct  you,  the  registered  holder  and/or  book-entry
transfer facility participant, as to the action to be taken by you relating
to the exchange offer with respect to the outstanding notes held by you for
the account of the undersigned.

     The aggregate face amount of the outstanding notes held by you for the
     account of the undersigned is (FILL IN AMOUNT):

     $__________________ of 4.85% Senior Notes due 2010.

     With respect to the exchange offer,  the undersigned  hereby instructs
     you (CHECK APPROPRIATE BOX):

     |_|  To  TENDER  ALL of the  outstanding  notes  held  by you  for the
          account of the undersigned.

     |_|  To TENDER  the  following  outstanding  notes held by you for the
          account  of  the   undersigned   (INSERT   PRINCIPAL   AMOUNT  OF
          OUTSTANDING NOTES TO BE TENDERED (IF ANY)):  $________________ of
          4.85% Senior Notes due 2010.

     |_|  NOT to TENDER any  outstanding  notes held by you for the account
          of the undersigned.

     If the undersigned  instructs you to tender  outstanding notes held by
you for the  account  of the  undersigned,  it is  understood  that you are
authorized to make, on behalf of the undersigned (and the  undersigned,  by
its  signature  below,  hereby  makes  to  you),  the  representations  and
warranties  contained in the letter of transmittal that are to be made with
respect to the undersigned as a beneficial owner, including but not limited
to the representations,  that (1) the exchange securities acquired pursuant
to the exchange offer are being acquired in the ordinary course of business
of the  undersigned,  (2) the  undersigned  is not engaging in and does not
intend to engage in a  distribution  of the  exchange  securities,  (3) the
undersigned does not have an arrangement or  understanding  with any person
to participate in the  distribution  of such exchange  securities,  (4) the
undersigned  is not an  "affiliate"  of  Mettler-Toledo  or the  guarantors
within  the  meaning  of Rule 405  under  the  Securities  Act of 1933,  as
amended,  and (5) the undersigned is not acting on behalf of any person who
could not truthfully make the foregoing representations. If the undersigned
is a  broker-dealer  that  will  receive  exchange  securities  for its own
account in exchange for outstanding notes that were acquired as a result of
market-making activities or other trading activities,  it acknowledges that
it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such exchange securities. By acknowledging
that  it  will  deliver  and  by   delivering  a  prospectus   meeting  the
requirements  of the Securities  Act in connection  with any resale of such
exchange  securities,  the undersigned is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.






     The undersigned  acknowledges  that if an executed copy of this letter
of  transmittal  is returned,  the entire  principal  amount of outstanding
notes held for the undersigned's  account will be tendered unless otherwise
specified above.

     The  undersigned  hereby  represents and warrants that the undersigned
(1) owns the notes  tendered and is entitled to tender such notes,  and (2)
has full power and authority to tender, sell, exchange, assign and transfer
the outstanding notes and to acquire exchange  securities issuable upon the
exchange of such tendered  notes,  and that, when the same are accepted for
exchange,  Mettler-Toledo  will  acquire good and  marketable  title to the
tendered  notes,  free and clear of all liens,  restrictions,  charges  and
encumbrances  and not subject to any adverse claim or right or  restriction
of any kind.

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                                 SIGN HERE

     Name of beneficial owner(s) (please print):
                                                ----------------------------
     Signature(s):
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     Address:
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     Telephone Number.
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     Taxpayer Identification Number or Social Security Number
                                                             ---------------
     Date:
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