United States
Securities and Exchange Commission
Attn. Mr. Jay Webb, Reviewing Accountant
Division of Corporate Finance
450 Fifth Street, N.W.
Mail Stop 3-6
USA - Washington, D.C. 20549

May 18, 2006
Reference:  WPD
Direct Dial:  847-809-0326
Telefax:  847-359-1357


RE:  METTLER-TOLEDO INTERNATIONAL INC.
     FORM 10-Q FOR THE FISCAL QUARTER ENDED MARCH 31, 2006
     FILED MAY 4, 2006
     FORM 8-K FILED MAY 3, 2006
     FILE NO. 001-13595

Dear Mr. Webb

This letter is in response to each of the comments in the Staff's letter
dated May 15, 2006. To facilitate your review, we have set forth herein
each comment of the staff followed by our response.


Form 10-Q for the Fiscal Quarter Ended March 31, 2006
Item 2. Management's Discussion and Analysis, page 17
Results of Operations - Consolidated, page 17
- -----------------------------------------------------

1.   We note your presentation of the non-GAAP measure, adjusted operating
     income, throughout your MD&A. Item 10(e)(1)(i) of Regulation S-K
     requires that whenever one or more non-GAAP financial measures are
     provided the registrant must include a presentation, with equal or
     greater prominence, of the most directly comparable financial measure
     or measures calculated and presented in accordance with Generally
     Accepted Accounting Principles (GAAP). We note that you do not appear
     to present the most directly comparable GAAP measure of operating
     income or earnings before taxes or the reconciliation of the non-GAAP
     measure to the directly comparable GAAP measure. Please tell us how
     your presentation complies with Item 10 of Regulation S-K, SAB 107 and
     Questions 8 and 13 of the Frequently Asked Questions Regarding the Use
     of Non-GAAP Measures dated June 13, 2003. We may have further comment
     after reviewing your response.

Response:

     In December 2003 and September 2004 the Staff raised similar questions
     regarding our non-GAAP disclosures. Consistent with the views we
     expressed in responding to those letters we continue to believe our
     disclosure within MD&A meets the requirements of Item 10(e)(1)(i) of
     Regulation S-K, SAB 107 and Questions 8 and 13 of the FAQ regarding
     the use of non-GAAP measures dated June 13, 2003. We have set forth
     the requirements of these standards below as well as the relevant
     disclosure from our Form 10-Q for the Fiscal Quarter Ended March 31,
     2006.

     Item 10(e)(1)(i)(A) - A presentation, with equal or greater
     prominence, of the most directly comparable financial measure or
     measures calculated and presented in accordance with Generally
     Accepted Accounting Principles (GAAP)

          o    The emphasis of the financial disclosure in the Form 10-Q is
               on the GAAP financial measures. GAAP financial measures are
               particularly emphasized throughout our MD&A on pages 18 and
               19 prior to the introduction of our non-GAAP measure,
               Adjusted Operating Income, on page 20. The disclosure on page
               20 describes the limitations of our non-GAAP measure and
               that "Adjusted Operating Income should not be relied upon to
               the exclusion of U.S. GAAP financial measures" prior to our
               discussion of this measure on page 21.

     Item 10(e)(1)(i)(B) - A reconciliation (by schedule or other clearly
     understandable method), which shall be quantitative for historical
     non-GAAP measures presented, and quantitative, to the extent available
     without unreasonable efforts, for forward-looking information, of the
     differences between the non-GAAP financial measure disclosed or
     released with the most directly comparable financial measure or
     measures calculated and presented in accordance with GAAP identified
     in paragraph (e)(1)(i)(A) of this section

          o    We have reconciled historical Adjusted Operating Income to
               Earnings before taxes in a tabular format at the beginning
               of Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations within Results of
               Operations - Consolidated which we believe to be a clearly
               understandable method as required above. We have also
               reconciled historical Adjusted Operating Income within Note
               8. Segment Reporting in our interim consolidated financial
               statements.

     SAB 107, G. Non-GAAP Financial Measures and Question 8 of the
     Frequently Asked Questions Regarding the Use of Non-GAAP Measures
     dated June 13, 2003. SAB 107 comments on whether the measure "Net
     Income Before Share-Based Payment Charge," or an equivalent measure,
     is prohibited pursuant to Item 10(e) of Regulation S-K. SAB 107
     states, "While there is no per se prohibition against removing a
     recurring item, companies must meet the burden of demonstrating the
     usefulness of any measure that excludes recurring items, especially if
     the non-GAAP financial measure is used to evaluate performance. The
     staff believes that a measure used by the management of Company H that
     excludes share-based payments internally to evaluate performance may
     be relevant disclosure for investors."

          o    We believe excluding share-based compensation from our
               non-GAAP measure is appropriate for the current period in
               order for our discussion to present a comparable Adjusted
               Operating Income figure to the prior year. This adjustment
               has been disclosed within the Limitations of our non-GAAP
               disclosure on page 20 of our Form 10-Q for the Fiscal
               Quarter Ended March 31, 2006. It is the intention of the
               Company to include this expense within Adjusted Operating
               Income beginning with the first fiscal quarter of 2007 as
               there would be a basis for comparability.

     We have noted the Staff's comments and will enhance our disclosure in
     our future filings by stating the following within Non-GAAP Financial
     Measures of our MD&A:

          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 our operations that, when viewed together with our U.S. GAAP
          results and the accompanying reconciliation to earnings before
          taxes, within Item 2, Results of Operations - Consolidated and
          Note 8, Segment Reporting, provides a more complete understanding
          of factors and trends affecting our business.

Form 8-K filed May 3, 2006
- --------------------------

     2.   Please note that Instruction 2 to Item 2.02 of Form 8-K requires
          that when furnishing information under this item you must provide
          all the disclosures requires by paragraph (e)(1)(i) of Item 10 of
          Regulation S-K, including a reconciliation to the directly
          comparable GAAP measure for each non-GAAP measure presented and
          explain why you believe the measures provide useful information
          to investors. We note in your press release that you have
          identified and discussed the non-GAAP measure adjusted operating
          income before addressing the changes in the GAAP measure and have
          not provided the reconciliation to the most directly comparable
          GAAP measures. Item 10(e)(1)(i) of Regulation S-K requires that
          whenever one or more non-GAAP financial measures are provided the
          registrant must include a presentation, with equal or greater
          prominence, of the most directly comparable financial measure or
          measures calculated and presented in accordance with Generally
          Accepted Accounting Principles (GAAP). Please tell us how your
          press release complies with the requirements of Item 10. We may
          have further comment after reviewing your response.

Response:

          Item 10(e)(1)(i)(A) - A presentation, with equal or greater
          prominence, of the most directly comparable financial measure or
          measures calculated and presented in accordance with Generally
          Accepted Accounting Principles (GAAP)

               o    The emphasis of the financial disclosure within our
                    press release, Exhibit 99-1 of the Form 8-K, is on the
                    GAAP financial measures. Our press release presents
                    GAAP net earnings and diluted EPS, prior to Adjusted
                    Operating Income, our non-GAAP measure, pursuant to the
                    above guidance. In addition, the attachment to the
                    press release discloses our GAAP income statement as
                    reported in our Form 10-Q for the Fiscal Quarter Ended
                    March 31, 2006 prior to a schedule of Comparative
                    Financial Information which includes our non-GAAP
                    measure, Adjusted Operating Income.

          Item 10(e)(1)(i)(B) - A reconciliation (by schedule or other
          clearly understandable method), which shall be quantitative for
          historical non-GAAP measures presented, and quantitative, to the
          extent available without unreasonable efforts, for
          forward-looking information, of the differences between the
          non-GAAP financial measure disclosed or released with the most
          directly comparable financial measure or measures calculated and
          presented in accordance with GAAP identified in paragraph
          (e)(1)(i)(A) of this section

               o    Within our press release we have noted that "The
                    Company has reconciled adjusted operating income to
                    earnings before taxes, the most comparable GAAP
                    measure, in the attached schedules". The attached
                    schedule, entitled Comparative Financial Information,
                    reconciles Adjusted Operating Income to Earnings before
                    tax subsequent to the GAAP income statement as reported
                    in our Form 10-Q for the Fiscal Quarter Ended March 31,
                    2006. We believe this is a clearly understandable
                    method to reconcile our non-GAAP measure, Adjusted
                    Operating Income, to Earnings before taxes as required
                    above.

If you have any questions or comments, please contact me at (847) 809 0326.

Sincerely,




William P. Donnelly
Chief Financial Officer

cc:     James Bellerjeau, Mettler-Toledo International Inc.
        John Desmond, PricewaterhouseCoopers
        Timothy Peterson, Fried Frank Harris Shriver & Jacobson, LLP
        Shawn Vadala, Mettler-Toledo International Inc.