8-K

                               UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549




                                  FORM 8-K


                               CURRENT REPORT




                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934



      Date of Report (Date of earliest event reported): July 22, 2004




                     METTLER-TOLEDO INTERNATIONAL INC.

           (Exact name of registrant as specified in its charter)






        Delaware                File No. 001-13595               13-3668641
(State of incorporation)     (Commission File Number)          (IRS Employer
                                                            Identification No.)




                       Im Langacher, P.O. Box MT-100

                      CH-8606, Greifensee, Switzerland

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

            (Address of principal executive offices) (zip code)

     Registrant's telephone number, including area code: +41-1-944-2211






ITEM 9.  REGULATION FD DISCLOSURE

     The following information is furnished pursuant to Item 9, "Regulation
FD Disclosure" and Item 12, "Disclosure of Results of Operation and
Financial Condition." The information furnished in this Form 8-K and the
Exhibit attached hereto shall not be treated as filed for purposes of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall
be expressly set forth by specific reference in such filing.

     On July 22, 2004, Mettler-Toledo International Inc. ("Mettler-Toledo")
issued a press release (the "Release") setting forth its sales for the
three and six months ended June 30, 2004 and its net debt as of June 30,
2004. A copy of the Release is furnished hereto as Exhibit 99.1 to this
report.

NON-GAAP FINANCIAL MEASURES

     Net debt is a non-GAAP financial measure, which Mettler-Toledo defines
as total debt less cash. A reconciliation of net debt to total debt is
included in the Release.

     Because net debt is not standardized, it may not be possible to
compare with other companies' non-GAAP financial measures having the same
or similar names. We strongly encourage investors to review our financial
statements and publicly filed reports in their entirety and not to rely on
any single financial measure.



EXHIBIT INDEX

Exhibit No.        Description
- -----------        -----------

99.1               Press release, dated July 22, 2004, issued by Mettler-Toledo
                   International Inc.



SIGNATURES



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 thereunto duly authorized.



                                       METTLER-TOLEDO INTERNATIONAL INC.

Dated:  July 22, 2004                  By: /s/  Dennis W. Braun
                                           -------------------------------
                                           Dennis W. Braun

                                           Chief Financial Officer

EX-99.1

                                                               EXHIBIT 99.1


CONTACTS:
Dennis Braun, Chief Financial Officer
Phone:          ++41 1 944 3345
Fax:            ++41 1 944 2470

Mary T. Finnegan, Treasurer / Investor Relations
Phone:          ++1 614 438 4748
Fax:            ++1 614 438 4646


                 METTLER-TOLEDO INTERNATIONAL INC. REPORTS
                         SECOND QUARTER 2004 SALES

                       - - INVESTIGATION ONGOING - -
        - - SALES AND NET DEBT FOR SECOND QUARTER 2004 RELEASED - -

GREIFENSEE, Switzerland and COLUMBUS, Ohio, USA - July 22, 2004 -
Mettler-Toledo International Inc. (NYSE: MTD) stated that its Audit
Committee is investigating matters relating to allegations received from an
employee. The investigation is ongoing and to date the Audit Committee has
made no findings. Accordingly, the Company cannot say anything definitive
about the outcome of the investigation including whether a restatement of
the Company's previously-filed financial statements will be necessary. In
light of the foregoing, the Company today is releasing sales and net debt
information only. The Company will file its Form 10-Q for the second
quarter once the investigation is complete. The Company's auditors have
also not completed their review of the financial information in the Form
10-Q for the first quarter because the investigation is ongoing.

The Company today announced that sales for the quarter were $344.5 million,
compared with $321.4 million in 2003. This represents a 7% increase,
comprised of 4% growth in local currency and an incremental 3% benefit from
currency.

For the six months ended June 30, 2004, the Company reported sales of
$663.2 million, compared with $613.2 million for 2003. This represents an
8% increase, comprised of 3% growth in local currency sales and an
incremental 5% benefit from currency.

Net debt, which consists of total debt less cash, amounted to $144.0
million at June 30, 2004. This compares to net debt of $185.5 million at
March 31, 2004. Cash at June 30, 2004 was $47.6 million and $44.8 million
at March 31, 2004.

Robert F. Spoerry, Chairman, President and Chief Executive Officer,
commented, "We are very pleased our local currency sales growth further
increased over the level experienced last quarter. The higher growth was
due to strong results in most of our laboratory product lines, especially
our drug discovery business. Asia, particularly China, continues to
generate strong sales growth and we are now seeing our North American
business slowly gaining momentum. As expected, our customers' buying
patterns are gradually improving. Our strategic initiatives, including
continued new product launches, the development of new global marketing
programs and the consolidation of our manufacturing base, remain well on
track. Finally, we reduced our net debt position by more than $40 million
during the quarter from cash flow generated from operations."

The Company stated that its $100 million share repurchase program
established in February 2004 had been suspended until the completion of the
investigation. The Company spent $3.0 million in share repurchases in the
second quarter prior to suspending the program. Through June 30, 2004, the
Company incurred $1.2 million of investigation-related costs.

For the six months ended June 30, 2004, the Company reported local currency
sales of 2% growth in the Americas, a 1% sales decline in Europe and sales
growth of 18% in Asia and the Rest of World.

The Company will host a conference call to discuss the information in this
press release today (Thursday, July 22) at 5:00 p.m. Eastern Time. To hear
a live webcast or replay of the call, visit the investor relations page on
the Company's website at www.mt.com.



METTLER TOLEDO is a leading global supplier of precision instruments and
services. The Company is the world's largest manufacturer and marketer of
weighing instruments for use in laboratory, industrial and food retailing
applications. The Company also holds top-three market positions in several
related analytical instruments and is a leading provider of automated
chemistry systems used in drug and chemical compound discovery and
development. In addition, the Company is the world's largest manufacturer
and marketer of metal detection and other end-of-line inspection systems
used in production and packaging and holds a leading position in certain
process analytics applications. Additional information about METTLER TOLEDO
can be found on the World Wide Web at "www.mt.com."

Statements in this discussion which are not historical facts may be
considered "forward-looking statements" that involve risks and
uncertainties. For a discussion of these risks and uncertainties, which
could cause actual events or results to differ from those contained in the
forward-looking statements, see Exhibit 99.1 to the Company's Annual Report
on Form 10-K for the most recently ended fiscal year. The Company assumes
no obligation to update this press release.