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):  November 1, 2007

Mettler-Toledo International Inc.

(Exact name of registrant as specified in its charter)

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

Im Langacher, P.O. Box MT-100

CH 8606 Greifensee, Switzerland

and

1900 Polaris Parkway

Columbus, OH 43240

_______________________________________________

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code:

+41-44-944-22-11 and 1-614-438-4511

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

 Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1, 2007, the Board of Directors of Mettler-Toledo International Inc. approved Mettler-Toledo’s 2007 Share Purchase Plan, under which employees of Mettler-Toledo may purchase shares of Mettler-Toledo using all or a portion of the bonus payable under the POBS Plus Incentive System for Members of the Group Management of METTLER TOLEDO.

Participation in, and issuance of shares under, the Share Purchase Plan will be subject to the approval of the Compensation Committee of the Board.  The issue price for shares under the Plan will be equal to the New York Stock Exchange closing price on the date of issuance.  All shares issued pursuant to the Plan will be restricted for a period of five years from the date of issuance, during which time they may not be sold, assigned, transferred or otherwise disposed of, nor may they be pledged or otherwise hypothecated.

The foregoing description of the Plan is qualified by reference to the full text of the Plan, which is attached to this report as Exhibit 10.1.

Item 9.01.     Financial Statements and Exhibits.

(d)   Exhibits

        10.1   Mettler-Toledo International Inc. 2007 Share Purchase Plan, dated November 1, 2007

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 hereunto duly authorized.

	METTLER-TOLEDO INTERNATIONAL INC.
Dated:  November 6, 2007	By:	/s/ James Bellerjeau
		James Bellerjeau
		General Counsel

Exhibit Index

Exhibit No.             Description

10.1           Mettler-Toledo International Inc. 2007 Share Purchase Plan, dated November 1, 2007

EX-10.1

Exhibit 10.1

Mettler-Toledo International Inc.

2007 Share Purchase Plan

(November 1, 2007)

1.  Purpose of the Plan.  This Share Purchase Plan sets out the conditions under which certain employees of Mettler-Toledo International Inc. (MTII) may purchase shares of MTII using the bonus payable under the POBS Plus Incentive System for Members of the Group Management of METTLER TOLEDO (POBS Plus Bonus Plan).

2.  Administration.  The Share Purchase Plan will be administered by the Compensation Committee of the Board of Directors of MTII.  The Compensation Committee has full power and authority to establish such rules and regulations as it may deem appropriate for the administration and operation of the Share Purchase Plan.  The Compensation Committee may make determinations and interpretations relating to the Share Purchase Plan in its sole discretion, and its decisions shall be binding upon all participants.

3.  Participants.  Employees who participate in the POBS Plus Bonus Plan shall be eligible to participate in the Share Purchase Plan, subject to Compensation Committee approval.

4.  Annual Election.  Each year participants shall send a written election to the Corporate Secretary within two weeks following the announcement of MTII’s full-year financial results, specifying what amount of their POBS Plus bonus they are requesting be used to purchase MTII shares pursuant to this Share Purchase Plan.  The purchase of shares pursuant to each such election shall be subject to the prior approval of the Compensation Committee.

5.  Share Issuance.  Shares approved for issuance by the Compensation Committee will be issued on the date that the POBS Plus bonus would otherwise have been paid to the participant.  The issue price for the shares shall be equal to the NYSE closing price of the date of issuance.  No fractional shares will be issued.

6.  Restrictions on Shares.  All shares issued pursuant to this Share Purchase Plan shall be restricted for a period of five years from the date of issuance, during which time they may not be sold, assigned, transferred or otherwise disposed of, nor may they be pledged or otherwise hypothecated.  This restriction shall apply notwithstanding the earlier termination of a participant’s employment with MTII, other than termination due to death or disability.  During the restricted period, shares will be held in book-entry form in an account maintained by or on behalf of MTII on behalf of each participant.  Participants will have all of the rights of a stockholder with respect to such shares, including the right to vote the shares and to receive all dividends or other distributions paid or made with respect thereto.

7.  No Right to Continued Employment.  This Share Purchase Plan does not confer upon any participant any right to continued employment, and nothing in this Share Purchase Plan shall interfere with or limit in any way MTII’s right to terminate a participant’s employment.

8.  Taxation.  Income taxes, including capital gains taxes, if any, due upon the issuance or sale of shares are the obligation of each participant.  Social security contributions due upon the issuance of shares are shared equally between MTII and the participant.  Each participant agrees to pay to MTII, prior to any share issuance, the federal, state and local income taxes and other amounts as may be required by law to be withheld by MTII.

9.  Amendment and Termination.  The Board of Directors of MTII may at any time in its sole discretion terminate this Share Purchase Plan or make such amendments or modifications as it deems advisable.

10.  Applicable Law; Disputes.  The validity, interpretation, construction and performance of this Share Purchase Plan shall be subject to and governed by Swiss law, without giving effect to the conflicts of laws principles thereof.  Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Share Purchase Plan shall be determined by the Compensation Committee.