METTLER TOLEDO INTERNATIONAL INC/, S-3, 1998-11-30

METTLER TOLEDO INTERNATIONAL INC/
S-3, 1998-11-30
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT

Previous: NUVEEN TAX FREE UNIT TRUST SERIES 958, 497J, 1998-11-30

Next: FLEMING CAPITAL MUTUAL FUND GROUP INC, 485BPOS, 1998-11-30

As filed with the Securities and Exchange Commission on November 30, 1998
Registration No. 333-

===========================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

METTLER-TOLEDO INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 3596 13-3668641
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)

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

WILLIAM P. DONNELLY
IM LANGACHER METTLER-TOLEDO INTERNATIONAL INC.
P.O. BOX MT-100 1900 POLARIS PARKWAY
CH-8606 GREIFENSEE, SWITZERLAND COLUMBUS, OH 43240
011-41-1-944-22-11 (614) 438-4511
(Address, including zip code, and (Name, address, including zip
telephone number, code, and telephone number,
including area code, of registrant's including area code, of agent for
principal executive offices) service)

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

Copies to:

TIMOTHY E. PETERSON, ESQ. JAMES C. SCOVILLE, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & DEBEVOISE & PLIMPTON
JACOBSON 875 THIRD AVENUE
4 CHISWELL STREET NEW YORK, NEW YORK 10022
LONDON, EC1Y 4UP, ENGLAND (212) 909-6000
(011-44-171) 972-9600

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |_|

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|

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

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. |X|

<PAGE>
CALCULATION OF REGISTRATION FEE
===========================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM OFFERING MAXIMUM AMOUNT
SECURITIES AMOUNT OFFERING AGGREGATE OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(FN1) SHARE(FN2) PRICE(FN2)(FN2) FEE(FN2)
- - ---------------------------------------------------------------------------
Common Stock
Stock $.01
par value 6,497,500 $22,625 $147,005,938 $40,868
===========================================================================

(1) Includes shares of Common Stock that may be sold pursuant to the
Underwriters' over-allotment options.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), using the average of the high and low prices
reported on the New York Stock Exchange on November 20, 1998.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

===========================================================================

<PAGE>

EXPLANATORY NOTE

This registration statement contains two forms of prospectus: one to
be used in connection with a United States and Canadian offering of the
registrant's common stock (the "U.S. Prospectus") and one to be used in
connection with a concurrent international offering of the registrant's
common stock (the "International Prospectus"). The International Prospectus
will be identical to the U.S. Prospectus except that it will have a
different front cover page, underwriting section and back cover page. The
U.S. Prospectus is included herein and is followed by the alternate pages
to be used in the International Prospectus. The front cover page,
underwriting section and back cover page for the International Prospectus
included herein have all been labeled "Alternate Page for International
Prospectus."

<PAGE>

The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.

<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED NOVEMBER 30, 1998

PROSPECTUS
[GRAPHIC OMITTED]

5,650,000 SHARES
METTLER-TOLEDO INTERNATIONAL INC.
COMMON STOCK

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

The selling shareholders of Mettler-Toledo International Inc. are
offering and selling shares of our outstanding common stock under this
prospectus. None of our directors, executive officers or employees is
selling shares in this offering, and neither we nor they will receive any
proceeds from the sale of the shares. The underwriters have agreed to pay
certain of our expenses in connection with the offerings estimated at $ .

This is a firm commitment underwriting. The U.S. underwriters will
offer 5,650,000 shares in the United States and Canada and the international
managers will offer 1,130,000 shares outside the United States and Canada.

Our common stock is listed on the New York Stock Exchange under the
symbol "MTD." On November 27, 1998, the last sale price of the common stock as
reported on the New York Stock Exchange was $27 1/16 per share.

INVESTING IN THE COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE 12 OF THIS PROSPECTUS.

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

PER SHARE TOTAL
--------- -----
Public Offering Price..................... $ $

Underwriting Discount..................... $ $

Proceeds To Selling Shareholders.......... $ $

The U.S. underwriters may also purchase up to an additional 678,000
shares at the public offering price, less the underwriting discount, within
30 days from the date of this prospectus to cover over-allotments. The
international managers may similarly purchase up to an aggregate of an
additional 169,500 shares.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

We expect that the shares of common stock will be ready for delivery
in New York, New York on or about , 1998.

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

MERRILL LYNCH & CO.

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

The date of this Prospectus is , 1998.

<PAGE>

[The middle front cover contains pictures and the following captions]

METTLER TOLEDO
No. 1 in weighing instruments and a leader in related measurement
technologies

[Map of the world showing the locations of the Company's sales and service
operations and manufacturing sites]

METTLER TOLEDO
A determining factor in every lab

[Photograph of electrodes]
Electrodes are used in pH meters and titrators as well as in in-line
applications to monitor production processes.

[Photograph of a moisture analyzer in use]
Moisture Analyzers monitor reliability of production in the food and other
industries.

[Photograph of a titrator]
Titrators provide accurate measures of concentration in various industries.

[Photograph of a pH meter]
pH Meters are used to measure acidity of solutions.

[Photograph of a balance in use]
Analytical/Precision Balances are vital to research & development and
quality control in almost any industry.

[Photograph of a thermal analysis system in use]
Thermal Analysis Systems facilitate consistency of material characteristics
in the plastics and other industries.

[Photograph of an automatic lab reactor]
Automatic Lab Reactors assist chemical engineers in optimizing new
production processes.

METTLER TOLEDO
Leading solutions for industrial and retail measurement applications

[Photograph of integrated dimensioning and weighing products in use]
Integrated Dimensioning and weighing products allow complete and accurate
freight tariff calculation for the cargo industry.

[Photograph of a truck scale in use]
Truck Scale Systems are utilized in highway enforcement and also check
incoming goods.

[Photograph of a counting scale system]
Counting Scale Systems facilitate inventory control and automate shipping
and receiving applications.

[Photograph of a checkweigher]
Checkweighers automatically weigh goods and control the packaging process
in the pharmaceutical, food and other industries.

[Photograph of a metal detector in use]
Metal Detectors provide important product safety and quality checks in the
food and pharmaceutical industries.

[Photograph of a retail scale system in use]
Retail Scale Systems are networked with scanners, cash registers and
backroom equipment and provide perishable goods information to in-store
computers.

[Photograph of a prepacking system in use]
Prepacking Systems weigh and label products and can be networked with
weighing technology at the counter, check-out and the backoffice.

<PAGE>

TABLE OF CONTENTS
PAGE
----

Prospectus Summary........................................................4
Risk Factors.............................................................12
Use of Proceeds..........................................................18
Dividend Policy..........................................................18
Price Range of Common Stock..............................................18
Capitalization...........................................................19
Selected Historical Financial Information................................19
Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................22
Industry.................................................................36
Business.................................................................39
Management...............................................................56
Certain Relationships and Related Transactions...........................60
Principal and Selling Shareholders.......................................61
Description of Credit Agreement..........................................62
Description of Capital Stock.............................................63
Shares Eligible for Future Sale..........................................66
Certain United States Federal Tax Considerations for Non-United
States Holders.........................................................66
Underwriting.............................................................70
Legal Matters............................................................72
Independent Auditors.....................................................72
Where You Can Find More Information......................................72
Incorporation of Certain Documents by Reference..........................73
Index to Consolidated Financial Statements..............................F-1

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

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements based on our
current expectations and projections about future events. These
forward-looking statements are subject to a number of risks and
uncertainties which could cause our actual results to differ materially
from historical results or those anticipated and certain of which are
beyond our control. The words "believe," "expect," "anticipate" and similar
expressions identify forward-looking statements. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. New risk factors
emerge from time to time and it is not possible for us to predict all such
risk factors, nor can we assess the impact of all such risk factors on our
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a
prediction of actual results. See "Risk Factors--Forward-Looking Statements
and Associated Risks" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

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

Mettler-Toledo(R), Mettler(R), Ingold(R), Garvens(R), Ohaus(R),
DeltaRange(R), DigiTol(R), Mentor SC(R), PILAR(R), Safeline(R), Spider(R),
TrimWeigh(R) and TRUCKMATE(R) are our registered trademarks and
MonoBloc(TM), MultiRange(TM), Signature(TM) and Powerphase(TM) are our
trademarks.

Unless otherwise indicated, industry data contained herein is derived
from publicly available industry trade journals, government reports and
other publicly available sources. We have not independently verified this
data but we believe the data is reliable. Where such sources are not
available, industry data is derived from our internal estimates, which we
believe to be reasonable, but which cannot be independently verified. As
used in this prospectus, "$" refers to U.S. dollars, "SFr" refers to Swiss
francs, "(pound)" refers to British pounds sterling and "CDN $" refers to
Canadian dollars.

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

You should rely only on the information contained in this prospectus.
We have not, and the underwriters have not, authorized any other person to
provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are
not, and the underwriters are not, making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus is accurate only
as of the date on the front cover of this prospectus. Our business,
financial condition, results of operations and prospects may have changed
since that date.

<PAGE>

SUMMARY

This summary may not contain all of the information that may be
important to you. You should read the entire prospectus, including the
financial data and related notes, before making an investment decision.
Unless otherwise stated or where the context otherwise requires, references
herein to we, our, the Company or Mettler-Toledo refer to Mettler-Toledo
International Inc. and its direct and indirect subsidiaries.

THE COMPANY

GENERAL

Mettler-Toledo is a leading global supplier of precision instruments.
We are the world's largest manufacturer and marketer of weighing
instruments for use in laboratory, industrial and food retailing
applications. We also hold leading positions in various related precision
measurement instrument technologies which we sell to the same customer
base. For instance, we hold one of the top three global market positions in
the following analytical instruments: titrators, thermal analysis systems,
pH meters, automatic lab reactors and electrodes. In addition, we are the
global market leader in metal detection equipment for use in the production
and packaging of goods in industries such as food processing,
pharmaceutical, cosmetics, chemicals and other industries.

Weighing instruments are among the most broadly used measuring
devices, and their results are often used as the basis of commercial
transactions. Analytical instruments are critical to the research and
development and quality control efforts of end-users, while metal detection
systems provide important quality and safety checks in production and
packaging. Our customers include pharmaceutical, biotechnology, chemicals,
cosmetics, food and beverage, metals, electronics, logistics,
transportation and food retailing businesses, as well as schools,
universities and government standards laboratories.

We estimate the global market
for weighing instruments to be
approximately $4.5 billion and the
market for other measurement
instruments to be approximately
$1.5 billion, and we participate in
these markets on a worldwide basis.
In 1997, our sales were $878.4
million. In the first nine months
of 1998, our sales were $669.7 [chart showing sales by geography]
million. Of this total, 45% came
from Europe, 44% from North and
South America and 11% from Asia and
other countries.

MARKET LEADERSHIP

We believe that we have a leading position in each of our markets, and
at least 80% of our product sales are from products that are the global
leaders in their segment. We attribute our worldwide market leadership
positions to the following competitive strengths:

. Technological Innovation. We focus on the high value-added segments of
our markets by delivering innovation to the marketplace. We have a
long and successful track record of innovation and remain at the
forefront of technological development.

. Comprehensive, High Quality Product Range. We manufacture a more
comprehensive range of weighing instruments than any of our
competitors. Our broad range of high quality products allows us to
leverage our global infrastructure.

. Largest Installed Base. We believe that we have the largest installed
base of weighing instruments in the world. From this installed base,
we obtain service contracts that provide a strong, stable source of
recurring service revenue. We believe that our installed base of
weighing instruments represents a competitive advantage with respect
to repeat purchases and purchases of related analytical instruments
and metal detection systems, because customers tend to remain with
their existing suppliers.

. Geographical, Product and Customer Diversification. Our revenue base
is diversified by geographic region, product range and customer. Our
diverse revenue base reduces our exposure to regional or
industry-specific economic conditions, and our presence in many
different geographic markets, product markets and industries enhances
our attractiveness as a supplier to multinational customers.

GROWTH STRATEGIES

In 1996 our managers and employees, along with AEA Investors Inc.,
participated in the acquisition of the Mettler-Toledo group of companies
from Ciba-Geigy AG. At that time, we implemented a new strategic plan to
improve our financial performance and undertook to involve all of our
personnel in its implementation. We launched specific, targeted initiatives
at all levels of the Company and we worked to ensure that our culture
embraced the strategic plan and its underlying initiatives.

The commitment of our employees has been instrumental in our success,
and we believe two factors have ensured this commitment. First, we
reorganized how we managed our business. This reorganization, which
reflected a basic philosophical change, permitted us to break down our
centralized decision-making functions and to spread responsibility and
accountability more broadly throughout the organization. Second, employees
took active ownership in the Company. Following the completion of our
initial public offering, management, employees and Company sponsored
pension funds held approximately 18% of our shares on a fully diluted
basis. We believe these two factors have continued to enhance what was
already a proud corporate culture with a results-oriented mindset.

The successful implementation of our strategic plan to date has
contributed to an improvement in Adjusted Operating Income (gross profit
less research and development and selling, general and administrative
expenses before amortization and non-recurring costs) from $39.5 million
(4.6% of net sales) for 1995 to $81.5 million (9.3% of net sales) for 1997.
Adjusted Operating Income increased from $52.6 million (8.3% of net sales)
for the nine months ended September 30, 1997 to $68.8 million (10.3% of net
sales) for the nine months ended September 30, 1998, an increase of 30.6%.

Past success does not ensure future success. We constantly review the
results of our strategies and the ever-changing demands of the market and
evaluate whether the direction of our strategies is appropriate. We believe
that our strategies, which are described below, are appropriate and will
allow us to grow our business and achieve our performance objectives.

EXPANDING OUR TECHNOLOGY LEADERSHIP

As a company, we have always placed great emphasis on research and
development. In the last three years, we have invested more than $150
million in research and development. Our research and development efforts
fall into two categories:

. technology advancements, which increase the value of our
products. These may be in the form of enhanced functionality, new
applications for our technologies, more accurate or reliable
measurement, additional software capability or automation through
robotics or other means

. cost reductions, which reduce the manufacturing cost of our
products through better overall design

We believe a direct relationship exists between our ability to
introduce new products and our ability to increase sales and earnings.

INCREASING OUR MARKET SHARE AND CAPITALIZING ON OPPORTUNITIES IN
DEVELOPED MARKETS

We recognize that to be a successful company, we must not only develop
excellent products, but we must market and distribute them effectively -
more effectively than our competitors. We utilize what we believe are the
most sophisticated marketing and sales techniques in our industry,
including:

. the development and utilization of marketing databases. We
develop these databases to better understand the full potential
of our market by customer, location, industry, instrument and
related application. We then utilize this data to more
efficiently direct our field resources and complement our direct
and distributor sales forces with targeted mailing and
telemarketing campaigns to more fully exploit our market's
potential

. a dual brand strategy for certain market segments to improve our
overall market penetration. For example, we sell laboratory
balances under the Ohaus brand name as an alternative to the
Mettler-Toledo brand name in certain distribution channels for
laboratory balances

. global service capabilities. We believe that service capabilities
are a critical success factor in our business. Our service
capabilities, which provide support to our customers and
distributors in virtually all major markets across the globe and
include around-the-clock availability of well-trained
technicians, are highly valued by our customers. We believe that
no other competitor has global service capabilities.

CAPITALIZING ON OPPORTUNITIES IN EMERGING MARKETS

While emerging markets were not a source of growth overall in 1998 due
to weak economic conditions, we believe that these markets will provide
growth opportunities for us in the long term. We base this belief on the
following long term trends that we believe are likely to occur:

. companies in emerging markets that want to export will have to
move toward global quality standards and therefore need
sophisticated measurement instruments

. a significant number of mechanical scales now in use in emerging
markets will need to be upgraded to electronics over time

. our multinational customers will continue to build production
facilities which use our instruments in emerging market countries

We believe that to succeed in emerging markets, there are several
advantages we must offer to our customer base:

. to our multinational customers, we must offer the same level of
service and problem-solving capabilities that we offer them in
developed countries. We accomplish this through extensive
training, including factory training, of our employees

. to our local customers, we must offer lower cost and less complex
products than are required by our customers in Japan, Europe and
North America. We accomplish this through increased research and
development and the manufacturing capabilities at our two Chinese
production facilities

. we must have a direct local presence to ensure that our
combination of quality products and excellent service is
effectively carried out at a local level so that we achieve the
same level of brand awareness in emerging markets that we enjoy
in developed markets. We have accomplished this in part by
establishing ten new sales and service operations in emerging
markets since 1996

PURSUING SELECTED ACQUISITION OPPORTUNITIES

We believe that the combination of our market leadership, our strong brand
name and our comprehensive sales and distribution network supports an
attractive platform for acquisitions. We are interested in acquiring
companies that provide us with:

. COMPLEMENTARY PRODUCTS that will benefit from our brand name and
global distribution channels. An example is Bohdan Automation
Inc., a leading supplier of laboratory automation and automated
synthesis products, which we acquired earlier this year and whose
products we have now added to our global distribution network.
Because of its small size as a stand-alone company, Bohdan lacked
a global presence and did not serve customers on a worldwide
basis. We offer it the infrastructure to expand its business
globally.

. INTEGRATED TECHNOLOGY solutions, which we can combine with our
own technologies to create an overall better solution for our
customers. An example is Safeline Limited, which we acquired in
1997. We combined its metal detection equipment with our
checkweighers to create one instrument, featuring integrated data
management, a smaller footprint and only one man-machine
interface -- a better solution for many of our customers than
separate products.

. CONSOLIDATION OPPORTUNITIES in fragmented markets. An example is
our recent acquisition of a number of independent industrial and
retail weighing distributors in the United States.

. GEOGRAPHIC EXPANSION into markets where we do not have a direct
presence. For example, earlier this year we established a small
presence in India by acquiring a local manufacturer.

RE-ENGINEERING AND COST SAVINGS

We have improved our profitability in recent years partly through a
series of initiatives aimed at reducing our cost structure. We plan to take
similar initiatives in the future with the goal of further improving our
operating margins. These initiatives include:

. moving the production of certain product lines to lower cost
locations and consolidating the production of others

. increasing sales force productivity through telemarketing,
increased training and other focused initiatives

. reducing distribution costs by using existing infrastructure more
efficiently and centralizing processes where economies of scale
can be obtained

. reducing product cost through research and development, improved
manufacturing processes and reducing the purchased cost of
components

. continually reviewing operations to identify additional
opportunities to reduce costs

RECENT ACQUISITIONS

Bohdan Acquisition. On July 8, 1998, we acquired Bohdan Automation
Inc. Bohdan is a leading supplier of laboratory automation and automated
synthesis products used in research for life science applications for
pharmaceutical and agricultural products and in other applications in the
food and chemicals industries.

Safeline Acquisition. On May 30, 1997, we acquired Safeline Limited.
Safeline is the world's largest manufacturer and marketer of metal
detection systems for companies that produce and package goods in the food
processing, pharmaceutical, cosmetics, chemicals and other industries.
Safeline's metal detectors can also be combined with our checkweighing
products for important quality and safety checks in these industries.

BACKGROUND

In 1996 our managers and employees, along with AEA Investors Inc.,
participated in the acquisition (the "Acquisition") of the Mettler-Toledo
group of companies from Ciba-Geigy AG.

During the fourth quarter of 1997, we completed our initial public
offering of 7,666,667 shares of common stock, including the underwriters'
over-allotment options, at a per share price of $14.00. Our initial public
offering (the "IPO") raised net proceeds of approximately $97.3 million.
Concurrently with the IPO, we refinanced (the "Refinancing") our existing
credit facility by entering into a new credit facility, borrowings from
which, along with the proceeds from the IPO, were used to repay
substantially all of our then existing debt, including all of the 9 3/4%
senior subordinated notes due 2006 of our wholly owned subsidiary,
Mettler-Toledo, Inc.

In July of 1998, certain selling shareholders completed a secondary
offering of 11,464,400 shares of our common stock, including the
underwriters' over-allotment options. Neither we nor any of our directors,
executive officers or other employees sold shares or received any proceeds
from the offering.

The mailing address of our principal executive offices is Im
Langacher, P.O. Box MT-100, CH-8606, Greifensee, Switzerland. Our telephone
number is 011-41-1-944-22-11.

<PAGE>

THE OFFERINGS

Common Stock Offered by the Selling Shareholders (1):

U.S. Offering................... 4,520,000 shares

International Offering.......... 1,130,000 shares

Total........................ 5,650,000 shares

Shares Outstanding Before and
After the Offerings (2)......... 38,376,886 shares

Use of Proceeds................. All of the common stock offered hereby
is being sold by the selling
shareholders. We will not receive any
proceeds from the sale of the shares.

Risk Factors.................... See "Risk Factors" and other
information included in this
prospectus for a discussion of factors
you should carefully consider before
deciding to invest in shares of the
common stock.

NYSE Symbol..................... "MTD"

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

(1) Excludes 847,500 shares that are subject to the over-allotment
options granted by the selling shareholders to the underwriters in
connection with the offerings.

(2) Excludes 4,895,319 shares that may be issued upon the exercise of
outstanding options granted pursuant to our stock option plan.

SUMMARY FINANCIAL INFORMATION

The summary historical financial information set forth below for the
years ended December 31, 1993, 1994 and 1995, for the period from January
1, 1996 to October 14, 1996, for the period from October 15, 1996 to
December 31, 1996 and for the year ended December 31, 1997 is derived from
our consolidated financial statements, which were audited by KPMG Fides
Peat, independent auditors. The financial information for all periods prior
to October 15, 1996, the date the Company was acquired from Ciba-Geigy A.G.
(the "Acquisition"), is combined financial information of the
Mettler-Toledo group of companies (the "Predecessor Business"). The summary
historical financial information at September 30, 1998 and for the nine
months ended September 30, 1997 and 1998 is derived from our unaudited
interim consolidated financial statements, which, in our opinion, include
all adjustments necessary for a fair presentation of the results for the
unaudited periods. Operating results for the nine months ended September
30, 1998 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1998. The combined historical data of the
Predecessor Business and our consolidated historical data are not
comparable in many respects due to the Acquisition and the Safeline
acquisition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial
statements and accompanying notes included elsewhere in this prospectus.
The financial information presented below was prepared in accordance with
U.S. generally accepted accounting principles ("U.S. GAAP").

<PAGE>

PREDECESSOR BUSINESS METTLER-TOLEDO INTERNATIONAL INC.
---------------------------------------------- ----------------------------------------------------------
JANUARY 1 OCTOBER 15 1996 NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, TO TO PRO FORMA YEAR ENDED SEPTEMBER 30,
---------------------------------- OCTOBER 14, DECEMBER 31, (a)(b)(c) DECEMBER 31, ----------------------
1993 1994 1995 1996 1996 (d)(e) 1997 1997 1998
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
STATEMENT OF
OPERATIONS DATA: (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $728,958 $769,136 $850,415 $662,221 $186,912 $889,567 $878,415 $633,743 $669,747
Cost of sales........... 443,534 461,629 508,089 395,239 136,820(b) 523,783 493,480(d) 359,080(d) 374,594
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross profit............ 285,424 307,507 342,326 266,982 50,092 365,784 384,935 274,663 295,153
Research and
development........... 46,438 47,994 54,542 40,244 9,805 50,608 47,551 34,494 33,551
Selling, general and
administrative........ 209,692 224,978 248,327 186,898 59,353 252,085 260,397 189,594 192,844
Amortization............ 2,917 6,437 2,765 2,151 1,065 6,526 6,222 4,449 5,473
Purchased research and
development........... -- -- -- -- 114,070(c) -- 29,959(e) 29,959(e) 9,976
(f)
Interest expense........ 15,239 13,307 18,219 13,868 8,738 30,007 35,924 28,199 17,153
Other charges (income),
net(g)................ 14,110 (7,716) (9,331) (1,332) 17,137 14,036 10,834 7,316 1,606
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before
taxes, minority
interest and
extraordinary items... (2,972) 22,507 27,804 25,153 (160,076) 12,522 (5,952) (19,348) 34,550
Provision for taxes..... 3,041 8,676 8,782 10,055 (938) 6,956 17,489 7,296 13,552
Minority interest....... 1,140 347 768 637 (92) 593 468 375 233
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before
extraordinary items... (7,153) 13,484 18,254 14,461 (159,046) 4,973 (23,909) (27,019) 20,765
Extraordinary items-
debt extinguishments.. -- -- -- -- -- -- (41,197)(h) (9,552)(h) --
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings (loss)..... $ (7,153) $ 13,484 $ 18,254 $ 14,461 $(159,046) $ 4,973 $(65,106) $(36,571) $ 20,765
========== ========== ========== ========== ========== ========== ========== ========== ==========
Diluted earnings (loss)
per common share(i):
Earnings (loss) per
common share before
extraordinary items.. $ (5.18) $ (0.76) $ (0.88) $ 0.51
Extraordinary items... -- (1.30) (0.31) --
---------- ---------- ---------- ----------
Earnings (loss) per
commmon share........ $ (5.18) $ (2.06) $ (1.19) $ 0.51
---------- ---------- ---------- ----------
Weighted average
number of common
shares............... 30,686,065 31,617,071 30,686,189 40,619,050
OTHER DATA:
Local currency net sales
growth(j)............. 7% 6% 3% 11% 8% 8%
Gross profit before
non-recurring costs
as a percentage of
net sales(k).......... 39.2% 40.0% 40.3% 40.3% 44.0% 41.1% 44.1% 43.7% 44.1%
Adjusted Operating
Income(l)............. $ 29,294 $ 34,535 $ 39,457 $ 39,840 $ 17,912 $ 67,875 $ 81,541 $ 52,629 $ 68,758
Adjusted Operating
Income as a percentage
of net sales(l)....... 4.0% 4.5% 4.6% 6.0% 9.6% 7.6% 9.3% 8.3% 10.3%
Depreciation and
amortization expense.. $ 29,591 $ 34,118 $ 33,363 $ 21,663 $ 8,990 $ 34,393 $ 31,835 $ 22,233 $ 23,495
Capital expenditures.... 25,122 24,916 25,858 16,649 11,928 29,417 22,251 13,299 17,348

BALANCE SHEET DATA: SEPTEMBER
30, 1998
----------
Working capital......................................................................................................... $ 94,496
Total assets............................................................................................................ 764,221
Long-term debt.......................................................................................................... 320,193
Other non-current liabilities (m)....................................................................................... 101,984
Shareholders' equity.................................................................................................... 42,904

- - ------------
<FN>

(a) Represents our unaudited pro forma consolidated statement of
operations for fiscal year 1996, assuming the Acquisition, the
Safeline acquisition, the IPO and the Refinancing occurred on January
1, 1996. The 1996 pro forma data includes certain adjustments to
historical results to reflect: (i) an increase in interest expense
resulting from acquisition-related borrowings, which expense has been
partially offset by reduced borrowings following application of IPO
proceeds and a lower effective interest rate following the
Refinancing, (ii) an increase in amortization of goodwill and other
intangible assets following the Acquisition and the Safeline
acquisition, and (iii) changes to the provision for taxes to reflect
our estimated effective income tax rate at a stated level of pro forma
earnings before tax for the year ended December 31, 1996. Certain
other one-time charges incurred during 1996 have not been excluded
from our unaudited pro forma consolidated statement of operations for
the year ended December 31, 1996.

(b) In connection with the Acquisition, we allocated $32,194 of the
purchase price to revalue certain inventories (principally
work-in-progress and finished goods) to fair value (net realizable
value). Substantially all such inventories were sold during the period
October 15, 1996 to December 31, 1996. The charges associated with
this revaluation have been excluded from the 1996 pro forma financial
information.

(c) In connection with the Acquisition, we allocated, based upon
independent valuations, $114,070 of the purchase price to purchased
research and development in process. This amount was recorded as an
expense immediately following the Acquisition. This expense has been
excluded from the 1996 pro forma financial information.

(d) In connection with the Safeline acquisition, we allocated $2,054 of
the purchase price to revalue certain inventories (principally
work-in-progress and finished goods) to fair value (net realizable
value). Substantially all such inventories were sold during the second
quarter of 1997. The charges associated with this revaluation have
been excluded from the 1996 pro forma financial information.

(e) In connection with the Safeline acquisition, we allocated, based upon
independent valuations, $29,959 of the purchase price to purchased
research and development in process. This amount was recorded as an
expense immediately following the Safeline acquisition. This expense
has been excluded from the 1996 pro forma financial information.

(f) In connection with the Bohdan acquisition, we allocated, based upon
independent valuations, $9,976 of the purchase price to purchased
research and development in process. This amount was recorded as an
expense immediately following the Bohdan acquisition.

(g) Other charges (income), net generally includes interest income,
foreign currency transactions, gains and losses from sales of assets
and other items. In 1993, the amount shown includes costs associated
with the closure of a manufacturing facility in Cologne, Germany, the
restructuring of certain manufacturing operations and an early
retirement program in the United States. For the period January 1,
1996 to October 14, 1996, the amount shown includes employee severance
and other exit costs associated with the closing of our Westerville,
Ohio facility. For the period October 15, 1996 to December 31, 1996,
the amount shown includes employee severance benefits associated with
our general headcount reduction programs in Europe and North America
and the realignment of the analytical and precision balance business
in Switzerland. For the year ended December 31, 1997, the amount shown
includes a restructuring charge of $6,300 to consolidate three
facilities in North America. The amount for the nine months ended
September 30, 1998 includes $650 of expenses incurred on behalf of
certain selling shareholders in connection with the secondary offering
completed in July 1998. See Note 14 to the audited consolidated
financial statements which are included as part of this prospectus.

(h) Represents charges for the write-off of capitalized debt issuance fees
and related expenses associated with our previous credit facilities.
The amount for the year ended December 31, 1997 also includes the
prepayment premium on our senior subordinated notes which were
repurchased and the write-off of the related capitalized debt issuance
fees.

(i) Effective December 31, 1997, we adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("SFAS 128").
Accordingly, basic and diluted loss per common share data for each
period presented are determined in accordance with the provisions of
SFAS 128.

(j) Local currency net sales growth is adjusted for the exit from certain
systems businesses. Pro forma 1996 local currency net sales growth
assumes that the Safeline acquisition occurred on January 1, 1995. For
1997, local currency net sales increased 7% absent the Safeline
acquisition. For the nine months ended September 30, 1997 and 1998,
local currency net sales increased 6% and 5% absent the Safeline
acquisition, respectively.

(k) Non-recurring costs represent costs associated with selling
inventories revalued to fair value in connection with the Acquisition
and the Safeline acquisition. See Notes (b) and (d) above.

(l) Adjusted Operating Income is defined as operating income (gross profit
less research and development and selling, general and administrative
expenses) before amortization and non-recurring costs. Non-recurring
costs that have been excluded are the costs set forth in Note (k)
above and for the period from October 15, 1996 to December 31, 1996,
and in pro forma 1996, advisory fees associated with the
reorganization of our structure of approximately $4,800. Non-recurring
costs in 1997 include a charge of $2,500 in connection with the
termination of our management services agreement with AEA Investors
Inc. We believe that Adjusted Operating Income provides important
financial information in measuring and comparing the operating
performance of our company. Adjusted Operating Income is not intended
to represent operating income under U.S. GAAP and should not be
considered as an alternative to net earnings (loss) as an indicator of
our operating performance.

(m) Consists primarily of obligations under various pension plans and
plans that provide post-retirement medical benefits. See Note 12 to
the audited consolidated financial statements which are included as
part of this prospectus.

</FN>
</TABLE>

<PAGE>

RISK FACTORS

You should carefully consider the risks described below before
deciding to invest in our common stock. The risks and uncertainties we
describe below are not the only ones that we face. Additional risks and
uncertainties that we do not presently know about or that we currently
believe are immaterial may also impair our business operations. If any of
the possible events described below actually occurred, our business,
financial condition or results of operations could be materially adversely
affected. If that happened, the trading price of our common stock could
decline, and you could lose all or part of your investment.

EFFECT OF SUBSTANTIAL INDEBTEDNESS ON OPERATIONS AND LIQUIDITY

We have a significant amount of indebtedness. At September 30, 1998,
our consolidated indebtedness (excluding unused commitments) was $378.4
million, and we had additional borrowing capacity of approximately $239.2
million. Term loans under our credit agreement comprise $188.8 million of
our consolidated indebtedness. We are required to make scheduled quarterly
principal payments on these term loans. Our ability to comply with the
terms of our credit agreement and our other debt obligations, to make cash
payments with respect to our debt obligations and to refinance any of our
debt obligations will depend on our future performance. Our future
performance is subject to prevailing economic and competitive conditions
and certain financial, business and other factors beyond our control.

Having a high degree of leverage has significant consequences for us.
For instance, high leverage might impair our ability to obtain additional
financing for acquisitions, capital expenditures, working capital or
general corporate purposes. In addition, we use a substantial portion of
our cash flow from operations to pay principal and interest on our
borrowings. This use of cash flows reduces the funds available to us for
our operations and other purposes, including investments in research and
development and capital spending. Some of our borrowings are and will
continue to be at variable rates of interest, which exposes us to the risk
of increased interest rates. Finally, we may be substantially more
leveraged than some of our competitors. This may place us at a relative
competitive disadvantage and may make us more vulnerable to a downturn in
general economic conditions, a slowdown in our business or changing market
conditions and regulations.

Covenants in our debt obligations restrict our ability to incur
additional indebtedness, dispose of certain assets and make capital
expenditures. The covenants also restrict our other corporate activities.
Our ability to comply with these covenants may be affected by events beyond
our control, including economic, financial and industry conditions. A
failure to comply with the covenants and restrictions contained in our debt
obligations or any other agreements with respect to any additional
financing could result in an acceleration of the amount we owe under our
debt agreements.

RISKS ASSOCIATED WITH CURRENCY FLUCTUATIONS

Because we conduct operations in many countries, our operating income
can be significantly affected by fluctuations in currency exchange rates.
Swiss franc-denominated expenses represent a much greater percentage of our
operating expenses than Swiss franc-denominated sales represent of our net
sales. In part, this is because most of our manufacturing costs in
Switzerland relate to products that are sold outside of Switzerland.
Moreover, a substantial percentage of our research and development expenses
and general and administrative expenses are incurred in Switzerland.
Therefore, if the Swiss franc strengthens against all or most of our major
trading currencies (e.g., the U.S. dollar, the Euro (beginning in January
1999), other major European currencies and the Japanese Yen) our operating
profit is reduced. We also have significantly more sales in European
currencies (other than the Swiss franc) than we have expenses in those
currencies. Therefore, when European currencies weaken against the U.S.
dollar and the Swiss franc, it also decreases our operating profits. In
recent years, the Swiss franc and other European currencies have generally
moved in a consistent manner versus the U.S. dollar. Therefore, because the
two effects previously described have offset each other, our operating
profits have not been materially affected by movements in the U.S. dollar
exchange rate versus European currencies. However, there can be no
assurance that these currencies will continue to move in a consistent
manner in the future. In addition to the effects of exchange rate movements
on operating profits, our debt levels can fluctuate due to changes in
exchange rates, particularly between the U.S. dollar and the Swiss franc.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS; DETERIORATING CONDITIONS IN
EMERGING MARKETS

We do business in many countries, including emerging markets in Asia,
Latin America and Eastern Europe. In addition to the currency risks
discussed above, international operations pose substantial other risks and
problems for us. For instance, various local jurisdictions in which we
operate may revise or alter their respective legal and regulatory
requirements. In addition, we may encounter one or more of the following
obstacles or risks:

. tariffs and trade barriers

. difficulties in staffing and managing local operations

. credit risks arising from financial difficulties facing local
customers and distributors

. difficulties in protecting intellectual property

. nationalization of private enterprises

. restrictions on investments and/or limitations regarding foreign
ownership

. adverse tax consequences, including imposition or increase of
withholding and other taxes on remittances and other payments by
subsidiaries

. uncertain local economic, political and social conditions,
including hyper-inflationary conditions

We must also comply with a variety of regulations regarding the
conversion and repatriation of funds earned in local currencies. For
example, converting earnings from our operations in China into other
currencies and repatriating such funds require governmental approvals. If
we cannot comply with these or other applicable regulations, we may face
increased difficulties in utilizing cash flow generated by these operations
outside of China.

Recently, economic conditions in emerging markets have deteriorated
significantly and some emerging markets are experiencing recessionary
trends, severe currency devaluations and inflationary prices. Moreover,
economic problems in individual markets are increasingly spreading to other
economies, adding to the adverse conditions facing nearly all emerging
markets. We remain committed to emerging markets, particularly those in
Asia, Latin America and Eastern Europe. However, we expect current economic
conditions will affect our financial results in these markets for the
foreseeable future.

HIGHLY COMPETITIVE MARKETS; DIFFICULT TO MAINTAIN TECHNOLOGICAL ADVANTAGE

Our markets are highly competitive. Weighing instruments markets are
also fragmented both geographically and by application, particularly the
industrial and food retailing market. As a result, we face numerous
regional or specialized competitors, many of which are well established in
their markets. In addition, some of our competitors are divisions of larger
companies with potentially greater financial and other resources than our
own. Taken together, the competitive forces present in our markets can
impair our operating margins in certain product lines and geographic
markets.

We expect our competitors to continue to improve the design and
performance of their products and to introduce new products with
competitive prices. Although we believe that we have certain technological
and other advantages over our competitors, we may not be able to realize
and maintain these advantages. In any event, to remain competitive we must
continue to invest in research and development, sales and marketing and
customer service and support. We cannot be sure that we will have
sufficient resources to continue to make these investments or that we will
be successful in identifying, developing and maintaining any competitive
advantages.

SIGNIFICANT SALES TO PHARMACEUTICAL AND CHEMICALS INDUSTRIES

Our products are used extensively in the pharmaceutical, chemicals and
food and beverage industries. Consolidation in the pharmaceutical and
chemicals industries hurt our sales in prior years. A prolonged downturn or
additional consolidation in any of these industries could adversely affect
our operating results.

RISKS RELATING TO FUTURE ACQUISITIONS

We plan to pursue acquisitions of complementary product lines,
technologies or businesses. Acquisitions involve numerous risks, including:

. difficulties in the assimilation of the acquired operations,
technologies and products

. diversion of management's attention from other business concerns

. potential departures of key employees of the acquired company

If we successfully identify acquisitions in the future, completing such
acquisitions may result in:

. new issuances of our stock that may be dilutive to current owners

. increases in our debt and contingent liabilities

. additional amortization expenses related to goodwill and other
intangible assets

Any of these risks could materially adversely affect our
profitability. The Company continues to explore potential acquisitions, but
currently has no agreements with respect to any material acquisition. We
may not be able to identify, successfully complete or integrate potential
acquisitions in the future. However, even if we can, we cannot be sure that
such acquisitions will have a positive impact on our business or operating
results.

RELIANCE ON KEY EMPLOYEES

We have employment contracts with each of our key employees. In
addition, our key employees own shares of our common stock and have options
to purchase additional shares. Nonetheless, such individuals could leave
the Company. If any key employees stopped working for us, our operations
could be harmed. We have no key man life insurance policies with respect to
any of our senior executives.

ENVIRONMENTAL MATTERS AND LIABILITIES

We are subject to various environmental laws and regulations,
including those relating to:

. air emissions

. wastewater discharges

. the handling and disposal of solid and hazardous wastes

. the remediation of contamination associated with the use and
disposal of hazardous substances

We incur capital and operating expenditures in complying with
environmental laws and regulations both in the United States and abroad. We
are currently involved in, or have potential liability with respect to, the
remediation of past contamination in facilities both in the United States
and abroad. In addition, some of these facilities have or had been in
operation for many decades and may have used substances or generated and
disposed of wastes that are hazardous or may be considered hazardous in the
future. Such sites and disposal sites owned by others to which we sent
waste may in the future be identified as contaminated and require
remediation. Accordingly, it is possible that we could become subject to
additional environmental liabilities in the future that may harm our
results of operations or financial condition. See "Business--Environmental
Matters."

POTENTIAL ADVERSE EFFECT ON MARKET PRICE DUE TO SHARES ELIGIBLE FOR FUTURE
SALE

The price of our common stock could be harmed by sales of a large
number of shares of our common stock or the perception that such sales are
possible. As of November 30, 1998, we had 38,376,886 shares of common stock
outstanding. All shares of common stock are freely tradeable without
restriction under the Securities Act of 1933, except to the extent such
shares are subject to the agreement with the underwriters described below
or are held by our "affiliates." In connection with the offerings, the
Company, our executive officers and directors and the selling shareholders,
who will collectively hold, after the offerings, o shares of common stock
(assuming no exercise of the underwriters' over-allotment options) will
agree, subject to certain exceptions, not to dispose of any shares of
common stock for a period of 90 days from the date of this prospectus
without the consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated
on behalf of the underwriters. Certain other shareholders, who collectively
hold a total of 3,318,542 shares, have similarly agreed not to dispose of
or transfer shares without our consent until March 1, 1999. Upon expiration
of these lockup periods, all shares will be eligible for sale in the public
market, except shares held by our "affiliates" may only be sold by
complying with the volume limitations and other restrictions of Rules 144
and 145 under the Securities Act of 1933. As of November 30, 1998, there
were outstanding options to purchase a total of 4,895,319 shares of common
stock held by our employees. The sale of such shares could have an adverse
effect on our ability to raise equity capital in the public markets.

RESTRICTIONS ON PAYMENT OF DIVIDENDS; ABSENCE OF DIVIDENDS

Our credit agreement restricts our ability to pay dividends. In any
event, we do not intend to pay cash dividends on our common stock in the
foreseeable future.

RISKS RELATING TO CERTAIN ANTI-TAKEOVER PROVISIONS

Our certificate of incorporation and by-laws contain provisions that
could make it more difficult for a third party to acquire Mettler-Toledo.
Our certificate of incorporation authorizes the Board of Directors to issue
preferred stock without shareholder approval and upon such terms as it may
determine. The rights of the holders of our common stock are subject to,
and may be adversely affected by, the rights of future holders of preferred
stock. In addition, our by-laws require shareholders to provide advance
notice to nominate candidates for election as directors and to submit
proposals for consideration at shareholder meetings. Section 203 of the
Delaware General Corporation Law makes it more difficult for an "interested
stockholder" (generally a 15% stockholder) to effect various business
combinations with a corporation for a three-year period after he becomes an
"interested stockholder." In general, these provisions may discourage a
third party from attempting to acquire Mettler-Toledo and therefore may
inhibit a change of control of our company under circumstances that could
give shareholders an opportunity to realize a premium over then-prevailing
market prices.

YEAR 2000 ISSUE

The Year 2000 issue is the result of computer logic that was written
using two digits rather than four to define the applicable year. Any
computer logic or microprocessor that uses only two digits to recognize
dates may recognize a date specifying "00" as the year 1900 rather than the
year 2000 which could result in miscalculations or system or equipment
failures.

We rely on information technology systems and non-information
technology systems (e.g., equipment with embedded microprocessors) in
connection with manufacturing, sales and financial and human resources.
Certain of our products also involve computer or non-information technology
systems that could be affected by the Year 2000 issue. In addition, we rely
on the proper functioning of the computer and non-information technology
systems of our major suppliers.

We believe that we are taking reasonable steps to identify and address
those matters that could cause serious interruptions in our business and
operations due to Year 2000 issues. Our efforts include detailed programs
to address our internal Year 2000 readiness as well as the readiness of our
key suppliers. In addition, we have reviewed our current products, as well
as products sold in recent years, to determine if they are Year 2000
compliant. However, any of the following could have a material adverse
effect on our business, financial condition and results from operations:

. a failure to fully identify all Year 2000 dependencies in our
systems

. a failure to fully identify all Year 2000 dependencies in the
systems of our suppliers of components, customers and financial
institutions

. a failure of our suppliers of components, customers and financial
institutions to adequately address their Year 2000 issues

. the failure of any contingency plans developed to protect our
business and operations from Year 2000-related interruptions

. any material increase in warranty claims or other claims of
product liability arising out of Year 2000 non-compliance

. delays in the implementation of new systems resulting from Year
2000 problems

RISKS FROM INTRODUCTION OF THE EUROPEAN MONETARY UNION

The European Economic and Monetary Union (the "EMU") will introduce a
new currency, the Euro, within Europe on January 1, 1999. The new currency
is in response to the EMU's policy of economic convergence to harmonize
trade policy, eliminate business costs associated with currency exchange
and to promote the free flow of capital, goods and services. Switzerland is
not part of the EMU.

On January 1, 1999, the participating countries are scheduled to adopt
the Euro as their local currency, initially available for currency trading
on currency exchanges and for noncash (banking) transactions. The existing
local currencies, or legacy currencies, will remain legal tender through
January 1, 2002. Beginning on January 1, 2002, Euro-denominated bills and
coins will be issued for cash transactions. For a period of six months from
this date, both legacy currencies and the Euro will be legal tender. On or
before July 1, 2002, the participating countries will withdraw all legacy
currency and use exclusively the Euro.

We have committed resources to conduct risk assessments and take
corrective actions, where required, to ensure that we are prepared for the
introduction of the Euro. We are reviewing Euro implementation and our
pricing strategy in both participating and non-participating countries
where we operate. In addition, we are reviewing existing legacy accounting
and business systems and other business assets for Euro compliance and
assessing the risks posed by non-compliance by third parties. Despite these
efforts, it is possible that we or third parties on whom we depend will not
have in place in a timely manner the systems necessary to process
Euro-denominated transactions. Such a failure could adversely affect our
business (e.g., by causing delays in order processing and shipment).
Moreover, increased price transparency or disruption of activity in the
markets in which we operate resulting from the conversion to the Euro could
hurt our business in those markets, resulting in lost revenues.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

This prospectus includes forward-looking statements based on our
current expectations and projections about future events, including:

. strategic plans

. potential growth, including penetration of developed markets and
opportunities in emerging markets

. planned product introductions

. planned operational changes and research and development efforts

. Year 2000 issues

. Euro conversion issues

. future financial performance, including expected capital
expenditures

. research and development expenditures

. estimated proceeds from and the timing of asset sales

. potential acquisitions

. future cash sources and requirements

. potential cost savings from planned employee reductions and
restructuring programs

These forward-looking statements are subject to a number of risks and
uncertainties, including those identified in "Risk Factors," which could
cause our actual results to differ materially from historical results or
those anticipated and certain of which are beyond our control. The words
"believe," "expect," "anticipate" and similar expressions identify
forward-looking statements. We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

The risks included here are not exhaustive. Other sections of this
prospectus may describe additional factors that could adversely impact our
business and financial performance. Moreover, we operate in a very
competitive and rapidly changing environment. New risk factors emerge from
time to time and it is not possible for us to predict all such risk
factors, nor can we assess the impact of all such risk factors on our
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a
prediction of actual results.

<PAGE>

USE OF PROCEEDS

All of the common stock offered hereby is being sold by the selling
shareholders. We will not receive any proceeds from the sale of the common
stock.

DIVIDEND POLICY

We have never paid any dividends on our common stock and we do not
anticipate paying any cash dividends on the common stock in the foreseeable
future. The current policy of our Board of Directors is to retain earnings
to finance the operations and expansion of our business. Moreover, our
credit agreement restricts our ability to pay dividends. Any future
determination to pay dividends will depend on our results of operations,
financial condition, capital requirements, contractual restrictions and
other factors deemed relevant by our Board of Directors.

PRICE RANGE OF COMMON STOCK

Our common stock began trading on the New York Stock Exchange on
November 14, 1997 under the symbol "MTD." The following table sets forth on
a per share basis the high and low sales prices for consolidated trading in
our common stock as reported on the New York Stock Exchange Composite Tape
for the quarters indicated.

COMMON STOCK
PRICE RANGE
----------------------
1997 HIGH LOW
---------- ----------
Fourth Quarter (beginning November 14, 1997)........ $18 3/4 $14 1/16

1998

First Quarter....................................... 22 3/8 16 9/16

Second Quarter...................................... 22 1/4 18

Third Quarter....................................... 22 11/16 16 1/4

Fourth Quarter (through November 27, 1998).......... 27 1/2 16 3/4

For a recent reported last sale price for the common stock, see the
cover page of this prospectus.

As of November 27, 1998, there were 611 holders of record of our common
stock. This number excludes beneficial owners of common stock held in
"street name."

<PAGE>

CAPITALIZATION

The following table sets forth our short-term debt and capitalization
at September 30, 1998. The information presented below should be read in
conjunction with our consolidated financial statements and the related
notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this prospectus.

SEPTEMBER 30, 1998
----------------------
(DOLLARS IN THOUSANDS
EXCEPT PER SHARE DATA)

Short-term debt, including current maturities
of long-term debt(a):
Short-term portion of term loans under
credit agreements......................... $ 18,761
Revolving credit facility under credit
agreements(b)............................. 25,034
Other short-term borrowings................. 14,406
Total short-term debt..................... $ 58,201

Long-term debt(a):
Term loans under credit agreements.......... $ 170,084
Revolving credit facility under credit
agreements(b)............................. 137,609
Other long-term debt........................ 12,500
Total long-term debt...................... 320,193

Shareholders' equity:
Common stock, par value $0.01, authorized
125,000,000 shares; issued 38,355,926
shares (excluding 64,467 shares held in
treasury)(c).............................. 384
Additional paid-in capital.................. 284,787
Accumulated deficit......................... (203,387)
Accumulated other comprehensive loss........ (38,880)
Total shareholders' equity................ 42,904
Total capitalization................... $363,097

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

(a) At September 30, 1998, we had total availability of $239.2 million
under the revolving credit facility of our credit agreement and local
working capital facilities.

(b) Because we have the ability to refinance our short-term borrowings
under the revolving facility for an uninterrupted period extending
beyond one year, $137.6 million of our short-term borrowings at
September 30, 1998 have been reclassified to long-term.

(c) Excludes at September 30, 1998 4,282,718 shares of common stock
that may be issued upon exercise of options granted pursuant to
our stock option plan.

SELECTED HISTORICAL FINANCIAL INFORMATION

The selected historical financial information set forth below at
December 31, 1994, 1995, 1996 and 1997, for the years ended December 31,
1993, 1994 and 1995, for the period from January 1, 1996 to October 14,
1996, for the period from October 15, 1996 to December 31, 1996, and for
the year ended December 31, 1997 is derived from our consolidated financial
statements, which were audited by KPMG Fides Peat, independent auditors.
The financial information for all periods prior to October 15, 1996, the
date of the Acquisition, is combined financial information of the
Mettler-Toledo group of companies (the "Predecessor Business"). The
selected historical financial information at September 30, 1997 and 1998
and for the nine months then ended is derived from our unaudited interim
consolidated financial statements, which, in our opinion, include all
adjustments necessary for a fair presentation of the results for the
unaudited periods. Operating results for the nine months ended September
30, 1998 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1998. The combined historical data of the
Predecessor Business and our consolidated historical data are not
comparable in many respects due to the Acquisition and the Safeline
acquisition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial
statements and accompanying notes included elsewhere in this prospectus.
The financial information presented below was prepared in accordance with
U.S. GAAP.

<TABLE>
<CAPTION>
PREDECESSOR BUSINESS METTLER-TOLEDO INTERNATIONAL INC.
---------------------------------------------- ----------------------------------------------
JANUARY 1 OCTOBER 15 YEAR ENDED NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, TO TO YEAR ENDED SEPTEMBER 30,
---------------------------------- OCTOBER 14,DECEMBER 31,DECEMBER 31, ----------------------
1993 1994 1995 1996 1996 1997 1997 1998
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
STATEMENT OF OPERATIONS DATA: (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales................... $728,958 $769,136 $850,415 $662,221 $186,912 $878,415 $633,743 $669,747
Cost of sales............... 443,534 461,629 508,089 395,239 136,820(a) 493,480(b) 359,080(b) 374,594
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross profit................ 285,424 307,507 342,326 266,982 50,092 384,935 274,663 295,153
Research and development.... 46,438 47,994 54,542 40,244 9,805 47,551 34,494 33,551
Selling, general and
administrative............ 209,692 224,978 248,327 186,898 59,353 260,397 189,594 192,844
Amortization................ 2,917 6,437 2,765 2,151 1,065 6,222 4,449 5,473
Purchased research and
development............... -- -- -- -- 114,070(c) 29,959(d) 29,959(d) 9,976(e)
Interest expense............ 15,239 13,307 18,219 13,868 8,738 35,924 28,199 17,153
Other charges (income),
net(f).................... 14,110 (7,716) (9,331) (1,332) 17,137 10,834 7,316 1,606
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before
taxes, minority interest
and extraordinary items... (2,972) 22,507 27,804 25,153 (160,076) (5,952) (19,348) 34,550
Provision for taxes......... 3,041 8,676 8,782 10,055 (938) 17,489 7,296 13,552
Minority interest........... 1,140 347 768 637 (92) 468 375 233
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before
extraordinary items....... (7,153) 13,484 18,254 14,461 (159,046) (23,909) (27,019) 20,765
Extraordinary items-
debt extinguishments...... -- -- -- -- -- (41,197)(g) (9,552)(g) --
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings (loss)......... $ (7,153) $ 13,484 $ 18,254 $ 14,461 $(159,046) $(65,106) $(36,571) $ 20,765
========== ========== ========== ========== ========== ========== ========== ==========
Basic earnings (loss) per
common share(h):
Earnings (loss) per
common share before
extraordinary items..... $ (5.18) $ (0.76) $ (0.88) $ (0.51)
Extraordinary items....... -- (1.30) (0.31) --
---------- ---------- ---------- ----------
Earnings (loss) per
common share............ $ (5.18) $ (2.06) $ (1.19) $ 0.54
========== ========== ========== ==========
Weighted average number
of common shares........ 30,686,065 31,617,071 30,686,189 38,342,651
Diluted earnings (loss)
per common share(h):
Earnings (loss) per
common share before
extraordinary items.... $ (5.18) $ (0.76) $ (0.88) $ 0.51
Extraordinary items....... -- (1.30) (0.31) --
---------- ---------- ---------- ----------
Earnings (loss) per
common share............ $ (5.18) $ (2.06) $ (1.19) $ 0.51
========== ========== ========== ==========
Weighted average number
of common shares........ 30,686,065 31,617,071 30,686,189 40,619,050

BALANCE SHEET DATA (AT END
OF PERIOD)(I):
Cash and cash equivalents... $ 63,802 $ 41,402 $ 60,696 $ 23,566 $ 33,158 $ 15,604
Working capital............. 132,586 136,911 103,697 79,163 89,003 94,496
Total assets................ 683,198 724,094 771,888 749,313 768,177 764,221
Long-term debt.............. 862 3,621 373,758 340,334 429,033 320,193
Net borrowing from Ciba
and affiliates(j)......... 177,651 203,157 -- -- -- --
Other non-current
liabilities(k)............ 83,964 84,303 96,810 91,011 90,307 101,984
Shareholders' equity
(deficit)(l).............. 228,194 193,254 12,426 25,399 (36,261) 42,904

- - -----------------
<FN>

(a) In connection with the Acquisition, we allocated $32,194 of the
purchase price to revalue certain inventories (principally
work-in-progress and finished goods) to fair value (net realizable
value). Substantially all such inventories were sold during the period
October 15, 1996 to December 31, 1996.

(b) In connection with the Safeline acquisition, we allocated $2,054 of
the purchase price to revalue certain inventories (principally
work-in-progress and finished goods) to fair value (net realizable
value). Substantially all such inventories were sold during the second
quarter of 1997.

(d) In connection with the Safeline acquisition, we allocated, based upon
independent valuations, $29,959 of the purchase price to purchased
research and development in process. This amount was recorded as an
expense immediately following the Safeline acquisition.

(e) In connection with the Bohdan acquisition, we allocated, based upon
independent valuations, $9,976 of the purchase price to purchased
research and development in process. This amount was recorded as an
expense immediately following the Bohdan acquisition.

(f) Other charges (income), net generally includes interest income,
foreign currency transactions, gains and losses from sales of assets
and other items. In 1993, the amount shown includes costs associated
with the closure of a manufacturing facility in Cologne, Germany, the
restructuring of certain manufacturing operations and an early
retirement program in the United States. For the period January 1,
1996 to October 14, 1996, the amount shown includes employee severance
and other exit costs associated with the closing of our Westerville,
Ohio facility. For the period October 15, 1996 to December 31, 1996,
the amount shown includes employee severance benefits associated with
our general headcount reduction programs in Europe and North America
and the realignment of the analytical and precision balance business
in Switzerland. For the year ended December 31, 1997, the amount shown
includes a restructuring charge of $6,300 to consolidate three
facilities in North America. The amount for the nine months ended
September 30, 1998 includes $650 of expenses incurred on behalf of
certain selling shareholders in connection with the secondary offering
completed in July 1998. See Note 14 to the audited consolidated
financial statements which are included as part of this prospectus.

(g) Represents charges for the write-off of capitalized debt issuance fees
and related expenses associated with our previous credit facilities.
The amount for the year ended December 31, 1997 also includes the
prepayment premium on our senior subordinated notes which were
repurchased and the write-off of the related capitalized debt issuance
fees.

(h) Effective December 31, 1997, we adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("SFAS 128").
Accordingly, basic and diluted loss per common share data for each
period presented are determined in accordance with the provisions of
SFAS 128.

(i) Balance sheet information at December 31, 1993 is not available.

(j) Includes notes payable and long-term debt payable to Ciba and
affiliates less amounts due from Ciba and affiliates.

(k) Consists primarily of obligations under various pension plans and
plans that provide post-retirement medical benefits. See Note 12 to
the audited consolidated financial statements which are included as
part of this prospectus.

(l) Shareholders' equity for the Predecessor Business consists of the
combined net assets of the Mettler-Toledo group of companies.

</FN>
</TABLE>

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
audited consolidated financial statements and the unaudited interim
consolidated financial statements included as part of this prospectus.

OVERVIEW

Mettler-Toledo operates a global business, with net sales that are
diversified by geographic region, product range and customer. The Company
holds leading positions in many of its markets and attributes this
leadership to several factors, including the strength of its brand name,
the quality of its global sales and service network, its continued
investment in product development, its pursuit of technology leadership and
its focus on capitalizing on opportunities in developed and emerging
markets.

The Company's financial information is presented in accordance with
U.S. GAAP. Financial results following the acquisition of the Company from
Ciba-Geigy on October 15, 1996, the Safeline acquisition on May 30, 1997
and the initial public offering in November 1997 are not comparable in many
respects to the financial results prior to those events. Financial results
for the nine month period ended September 30, 1998 are not necessarily
indicative of the results to be expected for the full year.

Net sales in local currency increased 11% in 1997, 3% in 1996 and 6%
in 1995 (adjusted for the Company's exit in 1996 and 1995 from certain
systems businesses). More recently, during the nine months ended September
30, 1998, net sales in local currency increased by 8% compared to the
corresponding period in 1997. The strengthening of the U.S. dollar versus
the Company's major trading currencies reduced U.S. dollar reported sales
growth in 1998 and 1997. U.S. dollar sales growth was 6% for the first nine
months of 1998 compared to the first nine months of 1997. For the full year
in 1997, net sales in U.S. dollars increased by 3% over 1996. Net sales in
U.S. dollars were unchanged in 1996 and increased by 11% in 1995.

During the first nine months of 1998, the Company had solid local
currency sales growth in Europe of 12% and the Americas of 10%. However,
economic conditions in emerging markets have deteriorated significantly and
some emerging markets are experiencing recessionary trends, severe currency
devaluations and inflationary prices. Moreover, economic problems in
individual markets are increasingly spreading to other economies, adding to
the adverse conditions facing nearly all emerging markets. The effects of
these economic conditions can be seen in the 1998 nine month local currency
sales decline in Asia and other markets of 8% compared to the first nine
months of 1997. The Company remains committed to emerging markets,
particularly those in Asia, Latin America and Eastern Europe. The Company
believes emerging markets will provide opportunities for growth in the long
term based upon the movement toward international quality standards, the
need to upgrade mechanical scales to electronic versions and the
establishment of local production facilities by the Company's multinational
client base. However, the Company expects current economic conditions will
affect its financial results in these markets for the foreseeable future.

The Company believes that its sales growth over the next several years
will come primarily from (i) the needs of its lab and industrial customers
in developed markets to continue to automate their research and development
and manufacturing processes, (ii) the needs of its retail customers in
Europe to upgrade their scales for the implementation of the Euro, (iii)
the needs of its retail customers to implement sophisticated perishable
goods management systems using weighing and PC technology in a networked
environment, (iv) the needs of customers in emerging markets to continue
modernizing research and development and manufacturing processes through
the use of increasingly sophisticated instruments, and (v) acquisition
opportunities.

The Company increased its gross profit margin before non-recurring
acquisition costs from 40.3% in 1995 to 44.1% in 1997 and increased its
Adjusted Operating Income (gross profit less research and development and
selling, general and administrative expenses before amortization and
non-recurring costs) as a percentage of net sales from 4.6% in 1995 to 9.3%
in 1997. During the first nine months of 1998, the Company increased its
gross profit margin to 44.1% compared to 43.3% for the first nine months of
1997. In addition, the Company has continued to significantly improve its
Adjusted Operating Income. As a percentage of net sales, Adjusted Operating
Income increased to 10.3% for the first nine months of 1998 compared to
8.3% during the first nine months of 1997.

This improved performance was achieved despite the Company's continued
investments in product development and in its distribution and
manufacturing infrastructure. The Company believes that a significant
portion of the increases in its Adjusted Operating Income resulted from its
strategy to reduce costs, re-engineer its operations and focus on the
highest value-added segments of the markets in which the Company competes.

RECENT ACQUISITIONS

On July 8, 1998, the Company acquired Bohdan Automation Inc. Bohdan is
a leading supplier of laboratory automation and automated synthesis
products used in research for life science applications for pharmaceutical
and agricultural products and in other applications in the food and
chemicals industries.

On May 30, 1997, the Company acquired Safeline Limited. Safeline is
the world's largest manufacturer and marketer of metal detection systems
for companies that produce and package goods in the food processing,
pharmaceutical, cosmetics, chemicals and other industries. Safeline's metal
detectors can also be combined with the Company's checkweighing products
for important quality and safety checks in these industries. The financing
of the Safeline acquisition is discussed in "--Liquidity and Capital
Resources" below.

SECONDARY OFFERING AND IPO

In July 1998, certain selling shareholders completed a secondary
offering of a total of 11,464,400 shares of the Company's common stock,
including the underwriters' over-allotment options. No directors, executive
officers or other employees sold shares and the Company did not sell shares
or receive proceeds in the offering. The Company incurred a charge of $0.7
million in connection with the offering during the second quarter of 1998.

During the fourth quarter of 1997, the Company completed its initial
public offering of 7,666,667 shares of common stock, including the
underwriters' over-allotment options, at a per share price of $14.00 (the
"IPO"). The IPO raised net proceeds, after underwriters' commission and
expenses, of approximately $97.3 million. Concurrently with the IPO, the
Company refinanced its existing credit facility by entering into a new
credit facility, borrowings from which, along with the proceeds from the
IPO, were used to repay substantially all of the Company's then-existing
debt, including all of its 9 3/4% senior subordinated notes due 2006
(collectively, the "Refinancing"). In connection with the Refinancing, the
Company recorded an extraordinary charge of $31.6 million, net of tax,
principally for prepayment premiums on certain debt repaid and for the
write-off of existing deferred financing fees. The Company also paid a
one-time termination fee of $2.5 million in connection with the termination
of its management consulting agreement with AEA Investors Inc.

COST REDUCTION PROGRAMS

In 1997, the Company recorded restructuring charges totaling
approximately $6.3 million in connection with the consolidation of three
facilities in North America. The charges related to severance and other
related benefits and costs of exiting facilities, including lease
termination costs and write-down of existing assets to their expected net
realizable value. The facility consolidations are part of the Company's
ongoing efforts to reduce costs through re-engineering. When complete, the
facility consolidations will result in annual cost savings estimated at
approximately $2.5 million. During 1998 most of these actions were
completed, including the sale of two of the facilities for over $5.0
million. The Company continuously implements cost reduction programs.

RESULTS OF OPERATIONS

The following table sets forth certain items from the consolidated
statements of operations for the year ended December 31, 1995, for the
period from January 1, 1996 to October 14, 1996, for the period from
October 15, 1996 to December 31, 1996, pro forma for the year 1996, actual
for the year ended December 31, 1997 and actual for the nine months ended
September 30, 1997 and 1998. The pro forma 1996 information gives effect to
the Acquisition, the Safeline acquisition, the IPO and the Refinancing as
if such transactions had occurred on January 1, 1996, and does not purport
to represent the Company's actual results if such transactions had occurred
on such date. The pro forma 1996 information reflects the historical
results of operations of the Predecessor Business for the period from
January 1, 1996 to October 14, 1996 and the historical results of
operations of the Company for the period from October 15, 1996 to December
31, 1996, together with certain pro forma adjustments as described below.
The consolidated statement of operations data for the year ended December
31, 1997 include Safeline results from May 31, 1997. The pro forma 1996
information includes Safeline's historical results of operations for all of
1996. The pro forma information is presented in order to facilitate
management's discussion and analysis.

<TABLE>
<CAPTION>
PREDECESSOR BUSINESS METTLER-TOLEDO INTERNATIONAL INC.
---------------------- ----------------------------------------------------------
JAN. 1, OCT. 15, NINE MONTHS ENDED
YEAR ENDED 1996 TO 1996 TO 1996 YEAR ENDED SEPTEMBER 30,
DEC. 31, OCT. 14, TO DEC. 31, PRO FORMA DEC. 31, ---------------------
1995 1996 1996(A)(B) (A)(B)(C)(D) 1997(A)(B) 1997(A)(B) 1998(E)
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales................... $850,415 $662,221 $186,912 $889,567 $878,415 $633,743 $669,747
Cost of sales............... 508,089 395,239 136,820 523,783 493,480 359,080 374,594
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross profit................ 342,326 266,982 50,092 365,784 384,935 274,663 295,153
Research and development.... 54,542 40,244 9,805 50,608 47,551 34,494 33,551
Selling, general and
administrative............ 248,327 186,898 59,353 252,085 260,397 189,594 192,844
Amortization................ 2,765 2,151 1,065 6,526 6,222 4,449 5,473
Purchased research and
development............... -- -- 114,070 -- 29,959 29,959 9,976
Interest expense............ 18,219 13,868 8,738 30,007 35,924 28,199 17,153
Other charges (income),
net(f).................... (9,331) (1,332) 17,137 14,036 10,834 7,316 1,606
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before
taxes, minority
interest and
extraordinary items....... $ 27,804 $ 25,153 $(160,076) $ 12,522 $ (5,952) $(19,348) $ 34,550
========== ========== ========== ========== ========== ========== ==========
Adjusted Operating
Income(g)................. $ 39,457 $ 39,840 $ 17,912 $ 67,875 $ 81,541 $ 52,629 $ 68,758
========== ========== ========== ========== ========== ========== ==========

- - -----------------
<FN>

(a) In connection with the Acquisition and the Safeline acquisition, the
Company allocated $32,194 and $2,054, respectively, of the purchase
prices to revalue certain inventories (principally work-in-progress
and finished goods) to fair value (net realizable value).
Substantially all such inventories revalued in connection with the
Acquisition were sold during the period October 15, 1996 to December
31, 1996, and substantially all such inventories revalued in
connection with the Safeline acquisition were sold in the second
quarter of 1997. The charges associated with these revaluations have
been excluded from the 1996 pro forma financial information.

(b) In connection with the Acquisition and the Safeline acquisition, the
Company allocated, based upon independent valuations, $114,070 and
$29,959, respectively, of the purchase prices to purchased research
and development in process. These amounts were recorded as expenses
immediately following the Acquisition and the Safeline acquisition,
respectively. The amounts related to the Acquisition and the Safeline
acquisition have been excluded from the 1996 pro forma information.

(c) Represents the unaudited pro forma consolidated statement of
operations for fiscal year 1996, assuming the Acquisition, the
Safeline acquisition, the IPO and the Refinancing occurred on January
1, 1996. The 1996 pro forma data includes certain adjustments to
historical results to reflect: (i) an increase in interest expense
resulting from acquisition-related borrowings, which expense has been
partially offset by reduced borrowings following application of IPO
proceeds and a lower effective interest rate following the
Refinancing, (ii) an increase in amortization of goodwill and other
intangible assets following the Acquisition and the Safeline
acquisition, (iii) a decrease in selling, general and administrative
expense to eliminate the AEA Investors Inc. annual management fee of
$1,000, payment of which was discontinued upon consummation of the IPO
and (iv) changes to the provision for taxes to reflect the Company's
estimated effective income tax rate at a stated level of pro forma
earnings before tax for the year ended December 31, 1996. Certain
other one-time charges incurred during 1996 have not been excluded
from the unaudited pro forma consolidated statement of operations for
the year ended December 31, 1996.

(d) Certain one-time charges incurred during 1996 have not been excluded
from the 1996 pro forma information. These charges consist of certain
non-recurring items for (i) advisory fees associated with the
reorganization of the Company's structure of approximately $4,800 and
(ii) restructuring charges of approximately $12,600.

(e) In connection with the Bohdan acquisition, the Company allocated,
based upon independent valuations, $9,976 of the purchase price to
purchased research and development in process. This amount was
recorded as an expense immediately following the Bohdan acquisition.

(f) Other charges (income), net generally includes interest income,
foreign currency transactions, gains and losses from sales of assets
and other items. For the period January 1, 1996 to October 14, 1996,
the amount shown includes employee severance and other exit costs
associated with the closing of its Westerville, Ohio facility. For the
period October 15, 1996 to December 31, 1996, the amount shown
includes employee severance benefits associated with the Company's
general headcount reduction programs in Europe and North America and
the realignment of the analytical and precision balance business in
Switzerland. For the year ended December 31, 1997, the amount shown
includes a restructuring charge of $6,300 to consolidate three
facilities in North America. The amount for the nine months ended
September 30, 1998 includes $650 of expenses incurred on behalf of
certain selling shareholders in connection with the secondary offering
completed in July 1998. See Note 14 to the audited consolidated
financial statements which are included as part of this prospectus.

(g) Adjusted Operating Income is defined as operating income (gross profit
less research and development and selling, general and administrative
expenses) before amortization and non-recurring costs. Non-recurring
costs which have been excluded are the costs set forth in Note (a)
above and for the period from October 15, 1996 to December 31, 1996,
and in pro forma 1996, advisory fees associated with the
reorganization of the Company's structure of approximately $4,800.
Non-recurring costs for the year ended December 31, 1997 include a
charge of $2,500 in connection with the termination of the Company's
management services agreement with AEA Investors. The Company believes
that Adjusted Operating Income provides important financial
information in measuring and comparing its operating performance.
Adjusted Operating Income is not intended to represent operating
income under U.S. GAAP and should not be considered as an alternative
to net earnings (loss) as an indicator of the Company's operating
performance.

</FN>
</TABLE>

NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1997

Net sales were $669.7 million for the nine month period ended
September 30, 1998 compared to $633.7 million for the corresponding period
in the prior year. This reflected an increase of 8% in local currency (5%
absent the Safeline acquisition) for the nine month period. Results during
the nine month period were negatively impacted by the strengthening of the
U.S. dollar against other currencies. Net sales in U.S. dollars during the
nine month period increased 6%.

Net sales in Europe increased 12% in local currencies during the nine
month period ended September 30, 1998, versus the corresponding period in
the prior year. The Company has continued to experience favorable sales
trends in Europe, which began in the second half of 1997, as a result of
the strengthening of the European economy. Net sales in local currencies
during the nine month period in the Americas increased 10% due to improved
market conditions across most product lines, offset in part by weakness in
Latin America particularly in the third quarter. Net sales in local
currencies in the nine month period ended September 30, 1998 in Asia and
other markets decreased 8%. The sales decline in Asia during that period
results in part from a decline in net sales throughout the period in
Southeast Asia and Korea. In addition, during the most recent three months
the Company has also experienced a decline in net sales in Japan. The
Company's sales and operating results in Asia and other emerging markets
have deteriorated due to poor economic conditions. These results in U.S.
dollar terms have also been affected by severe currency devaluations. The
Company anticipates that market conditions in Asia and other emerging
markets will continue to adversely affect sales and that margins in that
region will be reduced. The Company believes that its sales growth on a
U.S. dollar basis was reduced by 1 to 2 percentage points for the nine
months ended September 30, 1998 as a result of these poor economic
conditions and devaluations.

The operating results for Safeline (which were included in the
Company's results from May 31, 1997) would have had the effect of
increasing the Company's net sales by an additional $19.0 million for the
nine month period ended September 30, 1997, if included from January 1,
1997. Additionally, Safeline's operating results during the same period
would have increased the Company's Adjusted Operating Income (gross profit
less research and development and selling, general and administrative
expenses before amortization and non-recurring costs) by $4.4 million.

Gross profit as a percentage of net sales increased to 44.1% for the
nine months ended September 30, 1998, compared to 43.3% for the nine months
ended September 30, 1997. The 1997 nine month period includes a $2.1
million non-cash charge associated with the excess of fair value over
historical cost for inventories acquired in the Safeline acquisition.

Research and development expenses as a percentage of net sales
decreased to 5.0% for the nine months ended September 30, 1998, compared to
5.4% for the corresponding period in the prior year. However, the local
currency spending level remained relatively constant for the nine month
period.

Selling, general and administrative expenses as a percentage of net
sales decreased to 28.8% for the nine months ended September 30, 1998,
compared to 29.9% for the corresponding period in the prior year. This
decrease primarily reflects the benefits of ongoing cost efficiency
programs.

Adjusted Operating Income was $68.8 million, or 10.3% of sales, for
the nine months ended September 30, 1998 compared to $52.6 million, or 8.3%
of sales, for the corresponding period in the prior year, an increase of
30.6%. The 1997 nine month period excludes the previously noted charge of
$2.1 million for the revaluation of inventories to fair value in connection
with the Safeline acquisition.

Interest expense decreased to $17.2 million for the nine month period
ended September 30, 1998, compared to $28.2 million for the corresponding
period in the prior year. The decrease was principally due to benefits
received from the IPO, the Refinancing and cash flow provided by
operations.

Other charges, net were $1.6 million for the nine month period ended
September 30, 1998 compared to other charges, net of $7.3 million for the
corresponding period in the prior year. The 1998 nine month amount includes
a one-time charge of $0.7 million relating to the secondary offering during
that period. The 1998 nine month amount also includes gains on asset sales
offset by other charges. The 1997 period includes restructuring related
charges of $3.3 million and other charges of $3.5 million ($2.9 million
after tax) relating to (i) certain derivative financial instruments
acquired in 1996 and closed in 1997 and (ii) foreign currency exchange
losses resulting from certain unhedged bank debt denominated in foreign
currencies. Such derivative financial instruments and such unhedged bank
debt are no longer held pursuant to current Company policy.

The provision for taxes is based upon the Company's estimated annual
effective tax rate for the related period. The Company recently lowered its
estimated annual effective tax rate to approximately 30% for the full year
1998, before purchased research and development costs that are
non-deductible. The estimated annual effective tax rate for 1998 includes a
benefit of approximately 5 percentage points based upon a change in Swiss
tax law which will benefit only the 1998 period.

The extraordinary loss of $9.6 million in the nine month period ended
September 30, 1997 represents charges for the write-off of capitalized debt
issuance fees and related expenses associated with a previous credit
facility.

Net earnings excluding the expenses for purchased research and
development and the secondary offering were $31.4 million for the nine
month period ended September 30, 1998, compared to net earnings before
non-recurring items of $10.5 million for the corresponding period in the
prior year. Such non-recurring items in 1997 include the previously
mentioned charges for purchased research and development, the revaluation
of inventories to fair value, restructuring, losses relating to derivative
financial instruments and unhedged bank debt denominated in foreign
currencies, and the extraordinary item - debt extinguishment. Including
these items, the net earnings for the nine month period ended September 30,
1998 were $20.8 million, compared with net losses in the comparable 1997
period of $36.6 million.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO PRO FORMA YEAR ENDED DECEMBER 31,
1996

Net sales were $878.4 million for 1997, compared to pro forma 1996 net
sales of $889.6 million. As previously described, pro forma 1996 includes a
full year of Safeline's operating results, while 1997 only includes the
operating results of Safeline from May 31, 1997. Net sales in local
currencies during the year increased 11% (excluding Safeline results from
pro forma 1996) and 7% (excluding Safeline results from both pro forma 1996
and actual 1997).

Net sales in local currencies in 1997 in Europe increased 6% as
compared to net sales in local currencies in pro forma 1996 (excluding
Safeline results from pro forma 1996). Net sales in local currencies during
1997 in the Americas increased 11%, principally due to improved market
conditions for sales to industrial and food retailing customers. Net sales
in local currencies in 1997 in Asia and other markets increased 30%,
primarily as a result of the establishment of additional direct marketing
and distribution in the region. During the six months ended December 31,
1997, sales trends in Europe were more favorable compared to sales trends
in the first two quarters of 1997. Overall, the Company's business in Asia
and other markets has remained solid. However, growth in net sales in
Southeast Asia and Korea (which collectively represent approximately 3% of
the Company's total net sales for 1997) slowed.

The operating results for Safeline (which as previously noted were
included in the Company's results from May 31, 1997) had the effect of
increasing the Company's net sales by $28.5 million for 1997. Additionally,
Safeline's operating results had the effect of increasing the Company's
Adjusted Operating Income by $7.1 million for the same period. The Company
recorded non-cash purchase accounting adjustments for purchased research
and development ($30.0 million) and the sale of inventories revalued to
fair value ($2.1 million) during such period.

Gross profit before non-recurring acquisition costs as a percentage of
net sales increased to 44.1% for 1997, compared to 41.1% for pro forma
1996. Gross profit in 1997 includes the previously noted $2.1 million
non-cash charge associated with the excess of the fair value over the
historic value of inventory acquired in the Safeline acquisition. The
improved gross profit percentage reflects the benefits of reduced product
costs arising from the Company's research and development efforts, ongoing
productivity improvements and the depreciation of the Swiss franc against
the Company's other principal trading currencies.

Research and development expenses as a percentage of net sales
decreased to 5.4% for 1997, compared to 5.7% for pro forma 1996; however,
the local currency spending level remained relatively constant period to
period.

Selling, general and administrative expenses as a percentage of net
sales increased to 29.6% for 1997, compared to 28.3% for pro forma 1996.
This increase is primarily a result of establishing additional direct
marketing and distribution in Asia.

Adjusted Operating Income was $81.5 million, or 9.3% of net sales in
1997 compared to $67.9 million, or 7.6% of net sales in pro forma 1996, an
increase of 20.1% (28.4% excluding Safeline results from both pro forma
1996 and actual 1997). The 1997 period excludes non-recurring costs of $2.1
million for the revaluation of inventories to fair value in connection with
the Safeline acquisition and $2.5 million paid to terminate the management
contract with AEA Investors.

As previously noted, in connection with the Safeline acquisition,
$30.0 million of the purchase price was attributed to purchased research
and development in process. Such amount was expensed immediately following
the Safeline acquisition. The technological feasibility of the products
being developed had not been established as of the date of the Safeline
acquisition. The Company expects that the projects underlying these
research and development efforts will be substantially complete over the
next two years.

Interest expense was $35.9 million for 1997, compared to $30.0 million
for pro forma 1996. The difference is principally due to the fact that the
pro forma 1996 information reflects a full year of the benefits of reduced
borrowing costs in connection with the Company's IPO and Refinancing which
occurred in November 1997.

Other charges, net of $10.8 million for 1997 includes restructuring
related charges of approximately $6.3 million and other charges of
approximately $3.5 million relating to (i) certain financial derivative
financial instruments acquired in 1996 and closed in 1997 and (ii) foreign
currency exchange losses resulting from certain unhedged bank debt
denominated in foreign currencies (such derivative financial instruments
and such unhedged bank debt are no longer held pursuant to current Company
policy). The decrease compared to other charges, net of $14.0 million for
pro forma 1996 is principally a result of lower restructuring related
charges in 1997 compared to pro forma 1996 ($6.3 million versus $12.6
million).

The significant increase in the Company's effective tax rate in 1997
was primarily attributable to the nondeductibility of goodwill and
purchased research and development charges incurred in connection with the
Safeline acquisition.

Net earnings before non-recurring items were $19.1 million in 1997.
Such non-recurring items in 1997 include the previously mentioned charges
for purchased research and development, the revaluation of inventories to
fair value, the termination fee paid to AEA Investors, the restructuring of
North American operations and losses relating to derivative financial
instruments and unhedged bank debt denominated in foreign currencies.
Including these charges of $43.0 million after taxes, the net loss before
extraordinary items was $23.9 million for 1997 compared to net earnings of
$5.0 million for pro forma 1996.

The extraordinary loss of $41.2 million in 1997 represents charges for
the early repayment premium on the senior subordinated notes and the
write-off of capitalized debt issuance fees associated with the senior
subordinated notes and previous credit facilities.

FOR THE PERIOD FROM JANUARY 1, 1996 TO OCTOBER 14, 1996, THE PERIOD FROM
OCTOBER 15, 1996 TO DECEMBER 31, 1996 AND PRO FORMA 1996 COMPARED TO YEAR
ENDED DECEMBER 31, 1995

Net sales for the period from January 1, 1996 to October 14, 1996 and
for the period from October 15, 1996 to December 31, 1996 were $662.2
million and $186.9 million, respectively. Pro forma 1996 net sales were
$889.6 million, or $849.1 million excluding Safeline results, compared to
actual net sales of $850.4 million in 1995. Net sales (pro forma excluding
Safeline) in local currency increased 3%, excluding the impact of
reductions of the systems business, but were offset by a strengthening of
the U.S. dollar, the Company's reporting currency, relative to the local
currencies of the Company's operations. The flat sales (pro forma excluding
Safeline) in 1996 compared to actual 1995 resulted from slightly lower
sales from products in the industrial and food retailing markets, offset by
strong performance by the product lines in the laboratory market. The
growth in the laboratory market was across substantially all product lines
and geographical regions as sales in local currency (excluding Safeline)
increased 7% compared to the previous year. In particular, new product
introductions in titration, thermal and reaction calorimetry as well as new
Ohaus products for the education, laboratory and light industrial market
helped to increase laboratory market sales. The slight decline in
industrial and food retailing sales resulted from overall weakness in the
European market where the Company has been able to retain its market share.
This market weakness has persisted in early 1997.

Net sales (pro forma excluding Safeline) in Europe in local currency
decreased 2% in 1996 compared to actual 1995 due to a weaker second half of
the year in 1996 in all major markets, and especially in key countries such
as Germany, France and the United Kingdom. Net sales (pro forma excluding
Safeline) in the Americas in local currency increased by 5% over actual
1995 due to growth in the United States and Latin America and double digit
expansion in laboratory measurement instruments other than balances and in
related service. Net sales (pro forma excluding Safeline) in Asia and other
markets in local currency increased by 8% over actual 1995, primarily as a
result of significantly increased sales in the Shanghai operation and
strong sales in Japan and Australia.

Gross profit for the period from January 1, 1996 to October 14, 1996
and for the period from October 15, 1996 to December 31, 1996 was $267.0
million and $50.1 million, respectively. Pro forma 1996 gross profit was
$365.8 million or $349.3 million (excluding Safeline results). This
compares to $342.3 million in actual 1995. Pro forma gross profit as a
percentage of sales increased to 41.1% in 1996 from 40.3% in actual 1995.
The increased gross profit margin resulted principally from operational
improvements and the depreciation of the Swiss franc against the Company's
other principal trading currencies. See "--Effect of Currency on Results of
Operations."

Selling, general and administrative expenses and research and
development expenses for the period from January 1, 1996 to October 14,
1996 and for the period from October 15, 1996 to December 31, 1996 were
$227.1 million and $69.2 million, respectively. Pro forma 1996 selling,
general and administrative and research and development expenses totaled
$302.7 million or $296.1 million excluding Safeline. This compares to
$302.9 million in actual 1995. Pro forma selling, general and
administrative expenses and research and development expenses as a
percentage of net sales decreased to an aggregate of 34.0% in 1996 from
35.6% in actual 1995. The cost decreases resulted primarily from the
currency effect of the depreciation of the Swiss franc against the
Company's other major trading currencies and the Company's cost control
efforts. These cost decreases were partially offset by non-recurring legal
and advisory fees of $4.8 million.

In connection with the Acquisition, the Company allocated, based upon
independent valuations, $114.1 million of the purchase price to purchased
research and development in process. Such amount was expensed immediately
following the Acquisition.

Interest expense for the period from January 1, 1996 to October 14,
1996 and for the period from October 15, 1996 to December 31, 1996 was
$13.9 million and $8.7 million, respectively. Pro forma interest expense
increased to $30.0 million in 1996 from $18.2 million in actual 1995,
principally due to a higher debt level as a result of the Acquisition and
the Safeline acquisition. Interest expense since the Acquisition and the
Safeline acquisition is materially different.

Other income, net for the period January 1, 1996 to October 14, 1996
of $1.3 million includes interest income of $3.4 million and severance and
other exit costs of $1.9 million associated with the closing of its
Westerville, Ohio facility. Other charges, net for the period October 15,
1996 to December 31, 1996 of $17.1 million principally represent (i) losses
on foreign currency transactions of $8.3 million of which $5.7 million were
incurred in connection with the Acquisition, (ii) employee severance
benefits associated with the Company's general headcount reduction programs
in Europe and North America of $4.6 million which were announced during
such period, and (iii) the realignment of the analytical and precision
balance business in Switzerland of $6.2 million which was internally
announced in December 1996. In connection with such programs the Company
reduced its workforce by approximately 170 employees in 1996 and intends to
further reduce its workforce by approximately 70 employees in 1997. The
Company anticipates that as a result of the foregoing it will achieve cost
savings consisting primarily of lower employee salary and benefit costs and
fixed manufacturing costs. In addition, at the time of the Acquisition, the
Company estimated it would incur additional selling, general and
administrative expenses of $1.3 million annually as a result of the
Acquisition.

Earnings before taxes and minority interest for the period from
January 1, 1996 to October 14, 1996 was $25.2 million. Loss before taxes
and minority interest for the period from October 15, 1996 to December 31,
1996 was $160.1 million. This loss includes non-recurring costs of $114.1
million for the allocation of purchase price to in-process research and
development projects, $32.2 million for the revaluation of inventories to
fair value, $9.9 million of other charges (an additional $1.9 million of
other charges was incurred by the Predecessor Business in 1996) and $4.8
million for non-recurring legal and advisory fees. Pro forma earnings
before taxes and minority interest would have been $12.5 million in 1996.
Pro Forma Adjusted Operating Income would have been $67.9 million in 1996,
or $58.0 million (excluding Safeline), compared to $39.5 million in actual
1995.

Net earnings for the period from January 1, 1996 to October 14, 1996
were $14.5 million. The net loss for the period from October 15, 1996 to
December 31, 1996 was $159.0 million. Pro forma net earnings of $5.0
million in 1996 compared to net earnings of $18.3 million in actual 1995.

LIQUIDITY AND CAPITAL RESOURCES

Prior to the acquisition of the Company from Ciba-Geigy, the Company's
cash was used primarily for working capital requirements and to fund
capital expenditures, service debt and pay dividends to Ciba. The Company's
liquidity was affected by its own acquisition from Ciba-Geigy as well as by
subsequent acquisitions completed by the Company. The acquisition from
Ciba-Geigy was financed principally through capital contributions of $190.0
million before related expenses from the Company, borrowings under a
previous credit agreement of $307.0 million and $135.0 million from the
issuance of its 9 3/4% Senior Subordinated Notes due 2006 (the "Notes").

In May 1997, additional leverage was added through the acquisition of
Safeline. The purchase price for Safeline was (pound)63.7 million
(approximately $104.4 million at May 30, 1997), including a post-closing
adjustment of (pound)1.9 million which was paid in October 1997 and an
earn-out of (pound)0.8 million which was paid in June 1998.

The Company continues to explore potential acquisitions. In connection
with any acquisition, the Company may incur additional indebtedness.

The Company's liquidity was improved as a result of its initial public
offering in November 1997 and the refinancing undertaken at that time. In
the refinancing, the Company entered into a new credit agreement and
repurchased all of the Notes using proceeds from the IPO and borrowings
under the credit agreement.

At September 30, 1998, the Company's consolidated debt, net of cash,
was $362.8 million. The Company had borrowings of $351.5 million under its
credit agreement and $26.9 million under various other arrangements as of
September 30, 1998. Of its credit agreement borrowings, approximately
$188.8 million was borrowed as term loans scheduled to mature in 2004, and
$162.7 million was borrowed under a multi-currency revolving credit
facility. At September 30, 1998, the Company had $239.2 million of
availability remaining under the revolving credit facility.

At September 30, 1998, approximately $111.6 million of the borrowings
under the credit agreement were denominated in U.S. dollars. The balance of
the borrowings under the credit agreement and under local working capital
facilities were also denominated in certain of the Company's other
principal trading currencies amounting to approximately $266.8 million at
September 30, 1998. Changes in exchange rates between the currencies in
which the Company generates cash flow and the currencies in which its
borrowings are denominated affects the Company's liquidity. In addition,
because the Company borrows in a variety of currencies, its debt balances
fluctuate due to changes in exchange rates.

Under the credit agreement, amounts outstanding under the term loans
amortize in quarterly installments. In addition, the credit agreement
obligates the Company to make mandatory prepayments in certain
circumstances with the proceeds of asset sales or issuance of capital stock
or indebtedness and with certain excess cash flow. The credit agreement
imposes certain restrictions on the Company and its subsidiaries, including
restrictions on the ability to pay dividends to its shareholders, incur
indebtedness, make investments, grant liens, sell financial assets and
engage in certain other activities. The Company must also comply with
certain financial covenants. The credit agreement is secured by certain
assets of the Company.

Cash provided by operating activities continues to significantly
exceed the Company's capital expenditure requirements. The Company's cash
provided by operating activities increased to $38.5 million in the nine
months ended September 30, 1998 from $30.3 million in the nine months ended
September 30, 1997. The increase resulted principally from improved
Adjusted Operating Income and lower interest costs resulting from the IPO
and related refinancing and reduced debt levels. For the year ended
December 31, 1997, cash provided by operating activities was $55.6 million
as compared to $62.5 million for the period January 1, 1996 to October 14,
1996 and $9.6 million for the period October 15, 1996 to December 31, 1996.
The 1997 results reflect higher interest costs resulting from the
Acquisition and the Safeline acquisition.

During the nine months ended September 30, 1998, the Company spent
approximately $15.0 million in cash on acquisitions. These purchases were
funded from cash generated from operations and additional borrowings. The
Company may be required to make additional earn-out payments relating to
certain of these acquisitions in the future.

Capital expenditures are a significant use of funds by the Company,
and are made primarily for machinery, equipment and the purchase and
expansion of facilities, including the purchase of land for, and
construction of, the Company's Shanghai manufacturing facility. The
Company's capital expenditures totaled $25.9 million in 1995, $29.4 million
in pro forma 1996 and $22.3 million in actual 1997. During the nine months
ended September 30, 1998, the Company spent $17.3 million on capital
expenditures compared to $13.3 million for the first nine months of 1997.
Capital expenditures for 1999 are expected to increase over 1998 levels,
but should remain consistent with earlier periods.

The Company currently believes that cash flow from operating
activities, together with borrowings available under the credit agreement
and local working capital facilities, will be sufficient to fund currently
anticipated working capital needs and capital spending requirements as well
as debt service requirements for at least several years, but there can be
no assurance that this will be the case.

EFFECT OF CURRENCY ON RESULTS OF OPERATIONS

Because the Company conducts operations in many countries, its
operating income can be significantly affected by fluctuations in currency
exchange rates. Swiss franc-denominated expenses represent a much greater
percentage of the Company's operating expenses than Swiss franc-denominated
sales represent of its net sales. In part, this is because most of the
Company's manufacturing costs in Switzerland relate to products that are
sold outside of Switzerland. Moreover, a substantial percentage of the
Company's research and development expenses and general and administrative
expenses are incurred in Switzerland. Therefore, if the Swiss franc
strengthens against all or most of the Company's major trading currencies
(e.g., the U.S. dollar, the Euro (beginning in January 1999), other major
European currencies and the Japanese Yen) the Company's operating profit is
reduced. The Company also has significantly more sales in European
currencies (other than the Swiss franc) than the Company has expenses in
those currencies. Therefore, when European currencies weaken against the
U.S. dollar and the Swiss franc, it also decreases the Company's operating
profits. In recent years, the Swiss franc and other European currencies
have generally moved in a consistent manner versus the U.S. dollar.
Therefore, because the two effects previously described have offset each
other, the Company's operating profits have not been materially affected by
movements in the U.S. dollar exchange rate versus European currencies.
However, there can be no assurance that these currencies will continue to
move in a consistent manner in the future. In addition to the effects of
exchange rate movements on operating profits, the Company's debt levels can
fluctuate due to changes in exchange rates, particularly between the U.S.
dollar and the Swiss franc.

YEAR 2000 ISSUE

The Company has in place detailed programs to address Year 2000
readiness internally and with certain suppliers. The Year 2000 issue is the
result of computer logic that was written using two digits rather than four
to define the applicable year. Any computer logic that processes
date-sensitive information may recognize dates using "00" as the year 1900
rather than the year 2000, which could result in miscalculations or system
or equipment failures.

Pursuant to the Company's readiness programs, all major categories of
information technology systems and non-information technology systems
(e.g., equipment with embedded microprocessors) in use by the Company,
including manufacturing, sales, financial and human resources, are being
inventoried and assessed. In addition, plans have been developed for the
required systems modifications or replacements. With respect to its
information technology systems, the Company has completed the entire
assessment phase and most of the remediation phase. The remediation phase
has been completed for most major facilities with the exception of
facilities in Spain, Sweden and certain U.S. and German facilities. With
respect to its non-information technology systems, the Company has
completed the assessment phase and nearly all of the remediation phase.
Selected areas, both internal and external, will be tested to assure the
integrity of the Company's remediation programs. The testing is expected to
be completed by September 1999. The Company plans to have all internal
mission-critical information technology and non-information technology
systems Year 2000 compliant by September 1999.

The Company has also reviewed its products, including products sold in
recent years, to determine if they are Year 2000 compliant. In its current
product line the Company believes that most of its products are Year 2000
compliant. For products currently in use, the Company is reviewing the
risks by product item with many customers and in many instances has
suggested that the customer replace the older product.

The Company is also communicating with its major suppliers to assess
the potential impact on the Company's operations if those parties fail to
become Year 2000 compliant in a timely manner. While this process is not
yet complete, based upon responses to date, it appears that many of those
suppliers have only indicated that they have in place Year 2000 readiness
programs, without specifically confirming that they will be Year 2000
compliant in a timely manner. Risk assessment, readiness evaluation, action
plans and contingency plans related to the Company's significant suppliers
are expected to be completed by September 1999.

The costs incurred to date related to its Year 2000 activities have
not been material to the Company, and, based upon current estimates, the
Company does not believe that the total cost of its Year 2000 readiness
programs will have a material adverse impact on the Company's results of
operations or financial condition. The total costs are not easy to quantify
since many of the steps the Company is taking relate to ongoing systems
updating, a small component of which relates to Year 2000 compliance. In
certain instances, the Company has accelerated such updates. As a result of
our ongoing systems updating, the Company does not expect to realize a
significant reduction in related expenditures once the work on Year 2000
compliance is completed.

The Company's readiness programs also include the development of
contingency plans to protect its business and operations from Year
2000-related interruptions. These plans should be complete by September
1999 and, by way of example, will include back-up procedures,
identification of alternate suppliers, where possible, and increases in
safety inventory levels. Based upon the Company's current assessment of its
non-information technology systems, the Company does not believe it
necessary to develop an extensive contingency plan for those systems. There
can be no assurances, however, that any of the Company's contingency plans
will be sufficient to handle all problems or issues which may arise.

The Company believes that it is taking reasonable steps to identify
and address those matters that could cause serious interruptions in its
business and operations due to Year 2000 issues. However, delays in the
implementation of new systems, a failure to fully identify all Year 2000
dependencies in the Company's systems and in the systems of its suppliers,
a failure of such third parties to adequately address their respective Year
2000 issues, or a failure of a contingency plan could have a material
adverse effect on the Company's business, financial condition and results
of operations. For example, the Company would experience a material adverse
impact on its business if significant suppliers of components were unable
to deliver on a timely basis, if major utilities failed, such as those
providing water, electricity and telephone services, causing the Company to
lose production capabilities or limit other operations, if a significant
portion of the Company's billing system was not functioning, causing a
working capital deficit or if costs increased from warranty claims or
customer claims of product liability.

The statements set forth herein concerning Year 2000 issues which are
not historical facts are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from
those in the forward-looking statements. In particular, the costs
associated with the Company's Year 2000 programs and the time-frame in
which the Company plans to complete Year 2000 modifications are based upon
management's best estimates. These estimates were derived from internal
assessments and assumptions of future events. These estimates may be
adversely affected by the continued availability of personnel and system
resources, and by the failure of significant third parties to properly
address Year 2000 issues. Therefore, there can be no guarantee that any
estimates, or other forward-looking statements will be achieved, and actual
results could differ significantly from those contemplated.

EUROPEAN MONETARY UNION

Within Europe, the European Economic and Monetary Union (the "EMU")
will introduce a new currency, the Euro, on January 1, 1999. The new
currency is in response to the EMU's policy of economic convergence to
harmonize trade policy, eliminate business costs associated with currency
exchange and to promote the free flow of capital, goods and services.
Switzerland is not part of the EMU.

On January 1, 1999, the participating countries are scheduled to adopt
the Euro as their local currency, initially available for currency trading
on currency exchanges and noncash (banking) transactions. The existing
local currencies, or legacy currencies, will remain legal tender through
January 1, 2002. Beginning on January 1, 2002, Euro-denominated bills and
coins will be issued for cash transactions. For a period of six months from
this date, both legacy currencies and the Euro will be legal tender. On or
before July 1, 2002, the participating countries will withdraw all legacy
currency and use exclusively the Euro.

The Company has recognized the introduction of the Euro as a
significant event with potential implications for existing operations.
Currently, the Company operates in all of the participating countries in
the EMU. The Company expects nonparticipating European Union countries,
such as Great Britain, where the Company also has operations, to eventually
join the EMU.

The Company has committed resources to conduct risk assessments and to
take corrective actions, where required, to ensure the Company is prepared
for the introduction of the Euro. The Company has undertaken a review of
the Euro implementation and has concentrated on areas such as operations,
finance, treasury, legal, information management, procurement and others,
both in participating and nonparticipating European Union countries where
the Company operates. Also, existing legacy accounting and business systems
and other business assets have been reviewed for Euro compliance, including
assessing any risks from third parties. Progress regarding Euro
implementation is reported periodically to management.

Because of the staggered introduction of the Euro regarding noncash
and cash transactions, the Company has developed its plans to address its
accounting and business systems first and its business assets second. The
Company expects to be Euro compliant within its accounting and business
systems by the end of 1999 and compliant within its other business assets
prior to the introduction of the Euro bills and coins. Compliance in
participating and nonparticipating countries will be achieved primarily
through upgraded systems, which were previously planned to be upgraded.
Remaining systems will be modified to achieve compliance. The Company does
not currently expect to experience any significant operational disruptions
or to incur any significant costs, including any currency risk, which could
materially affect the Company's liquidity or capital resources. The Company
is preparing plans to address issues within the transitional period when
both legacy and Euro currencies may be used.

The Company is reviewing its pricing strategy throughout Europe due to
the increased price transparency created by the Euro and is attempting to
adjust prices in some of its markets. The Company is also encouraging its
suppliers, even in Switzerland, to commence transacting in Euro. The
Company does not believe that the effect of these adjustments will be
material.

The Company has a disproportionate amount of its costs in Swiss francs
relative to sales. Historically, the potential currency impact has been
muted because currency fluctuations between the Swiss franc and other major
European currencies have been minimal and there is greater balance between
total European (including Swiss) sales and costs. However, if the
introduction of the Euro results in a significant weakening of the Euro
against the Swiss franc, the Company's financial performance could be
harmed.

The statements set forth herein concerning the introduction of the
Euro which are not historical facts are forward-looking statements that
involve risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. In particular, the
costs associated with the Company's Euro programs and the time-frame in
which the Company plans to complete Euro modifications are based upon
management's best estimates. These estimates were derived from internal
assessments and assumptions of future events. There can be no guarantee
that any estimates or other forward-looking statements will be achieved,
and actual results could differ significantly from those contemplated.

TAXES

The Company is subject to taxation in many jurisdictions throughout
the world. The Company's effective tax rate and tax liability will be
affected by a number of factors, such as the amount of taxable income in
particular jurisdictions, the tax rates in such jurisdictions, tax treaties
between jurisdictions, the extent to which the Company transfers funds
between jurisdictions and repatriates income, and changes in law.
Generally, the tax liability for each legal entity is determined either (i)
on a non-consolidated/combined basis or (ii) on a consolidated/combined
basis only with other eligible entities subject to tax in the same
jurisdiction, in either case without regard to the taxable losses of
non-consolidated/combined affiliated entities. As a result, the Company may
pay income taxes to certain jurisdictions even though the Company on an
overall basis incurs a net loss for the period.

ENVIRONMENTAL MATTERS

The Company is subject to various environmental laws and regulations,
including those relating to:

. air emissions

. wastewater discharges

. the handling and disposal of solid and hazardous wastes

. the remediation of contamination associated with the use and
disposal of hazardous substances

The Company incurs capital and operating expenditures in complying
with environmental laws and regulations both in the United States and
abroad. The Company is currently involved in, or has potential liability
with respect to, the remediation of past contamination in facilities both
in the United States and abroad. In addition, some of these facilities have
or had been in operation for many decades and may have used substances or
generated and disposed of wastes that are hazardous or may be considered
hazardous in the future. Such sites and disposal sites owned by others to
which the Company sent waste may in the future be identified as
contaminated and require remediation. Accordingly, it is possible that the
Company could become subject to additional environmental liabilities in the
future that may harm its results of operations or financial condition.
However, the Company does not anticipate any material adverse effect on its
results of operations or financial condition as a result of future costs of
environmental compliance.

INFLATION

Inflation can affect the costs of goods and services used by the
Company. The competitive environment in which the Company operates limits
somewhat the Company's ability to recover higher costs through increased
selling prices. Moreover, there may be differences in inflation rates
between countries in which the Company incurs the major portion of its
costs and other countries in which the Company sells its products, which
may limit the Company's ability to recover increased costs. The Company
remains committed to operations in China, Latin America and Eastern Europe,
which have experienced inflationary conditions. To date, inflationary
conditions have not had a material effect on the Company's operating
results. However, if the Company's presence in China, Latin America and
Eastern Europe increases, these inflationary conditions could have a
greater impact on the Company's operating results.

SEASONALITY

The Company's business has historically experienced a slight amount of
seasonal variation, with sales in the first quarter slightly lower than,
and sales in the fourth quarter slightly higher than, sales in the second
and third quarters. This trend has a somewhat greater effect on income from
operations than on net sales because fixed costs are spread evenly across
all quarters.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISKS

Before 1997, the Company entered into currency forward and option
contracts primarily as a hedge against anticipated foreign currency
exposures and not for speculative purposes. Such contracts, which are types
of financial derivatives, limit the Company's exposure to both favorable
and unfavorable currency fluctuations. These contracts are adjusted to
reflect market values as of each balance sheet date, with the resulting
unrealized gains and losses being recognized in financial income or
expense, as appropriate. At September 30, 1998, all remaining derivative
instruments met the requirements of hedge accounting.

During 1997 and 1998, the Company entered into certain interest rate
swap and cap agreements. See Note 5 to the audited consolidated financial
statements included in this prospectus.

NEW ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information." This statement will
change the way public companies report information about segments of their
business in annual financial statements and requires them to report
selected financial information in their quarterly reports issued to
shareholders. It also requires entity-wide disclosures about products and
services an entity provides, the material countries in which it holds
assets and reports revenues, and its major customers. The statement is
effective for fiscal years beginning after December 15, 1997. The
respective disclosure required by this statement will be incorporated in
the Company's 1998 consolidated financial statements.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This statement provides
guidance on accounting for the costs of computer software developed or
obtained for internal use. This statement requires entities to capitalize
certain internal-use software costs once certain criteria are met, and is
effective for financial statements for fiscal years beginning after
December 15, 1998. Management estimates the adoption of this statement will
not have an adverse effect on its consolidated financial statements.

In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts (collectively
referred to as derivatives), and for hedging activities. It requires that
an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. This statement is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. Management has not determined the effect of
the adoption of this statement.

RECENT SEC ANNOUNCEMENTS

On September 28, 1998, the SEC Chairman raised the concern that U.S.
reporting companies were classifying an ever-growing portion of the
acquisition price for acquisitions as purchased in-process research and
development. The SEC Chief Accountant has also written a letter to the
AICPA SEC Regulations Committee to express concerns regarding purchased
in-process research and development.

Among other items, the Chief Accountant's letter has provided guidance
upon a stage completion approach to allocate value associated with the
research and development projects between the completed portion at the date
of acquisition, and the portion to be completed by the acquirer. Purchased
in-process research and development represents the value assigned in a
purchase business combination to research and development projects of the
acquired business that were commenced but not yet completed at the date of
acquisition and which, if unsuccessful, have no alternative future use in
research and development activities or otherwise. In accordance with
Statement of Financial Accounting Standards No. 2, "Accounting for Research
and Development Costs," as interpreted by FASB Interpretation No. 4,
amounts assigned to purchased in-process research and development meeting
the above criteria must be charged to expense at the date of consummation
of the purchase business combination.

The Company recorded a charge for purchased in-process research and
development in the third quarter of 1998 relating to the acquisition of
Bohdan Automation Inc. The Company believes that this charge was calculated
in accordance with U.S. GAAP and recent SEC guidance. However, if the SEC
were to adopt a different standard on a retroactive basis than that applied
by the Company or object to the Company's application of the recent SEC
guidance, the Company could be required to restate its earnings. Moreover,
any adjustment could result in earnings in the future being reduced by
additional goodwill amortization. The Company recorded similar charges in
its 1996 and 1997 consolidated financial statements relating to prior
acquisitions. These consolidated financial statements were audited by its
independent accountants.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

This prospectus includes forward-looking statements based on the
Company's current expectations and projections about future events,
including:

. strategic plans

. potential growth, including penetration of developed markets and
opportunities in emerging markets

. planned product introductions

. planned operational changes and research and development efforts

. Year 2000 issues

. Euro conversion issues

. future financial performance, including expected capital
expenditures

. research and development expenditures

. estimated proceeds from and the timing of asset sales

. potential acquisitions

. future cash sources and requirements

. potential cost savings from planned employee reductions and
restructuring programs

These forward-looking statements are subject to a number of risks and
uncertainties, including those identified in "Risk Factors," which could
cause the Company's actual results to differ materially from historical
results or those anticipated and certain of which are beyond the Company's
control. The words "believe," "expect," "anticipate" and similar
expressions identify forward-looking statements. The Company undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. New
risk factors emerge from time to time and it is not possible for the
Company to predict all such risk factors, nor can the Company assess the
impact of all such risk factors on its business or the extent to which any
factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Given
these risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual results.

<PAGE>

INDUSTRY

OVERVIEW

Weighing instruments are among the most broadly used measuring
devices, and their results are often used as the basis of commercial
transactions. Analytical instruments are critical to the research and
development and quality control efforts of end-users, while metal detection
systems provide important quality and safety checks in production and
packaging. We estimate that total 1997 sales for products and services in
the global markets for weighing instruments and other measurement
instruments were approximately $6.0 billion. Furthermore, the overall
market is diverse, with our products finding applications in a number of
different settings. Some typical uses for our products in our principal
markets and an overview of the variety of customers to whom we sell are as
follows:

Uses

LABORATORY products, including balances, analytical instruments and
process control devices are sold to a demanding customer base of
researchers and quality control departments who require products of
exceptional performance and reliability.

INDUSTRIAL products, including a variety of weighing technologies as
well as metal detection equipment, are very often sold to the same customer
base as laboratory products but are used in different areas of our
customers' businesses. For example, industrial products are used in raw
material handling, production, packaging and transportation. These products
are often an integral part of our customers' manufacturing systems, very
often directly integrated into their process control and/or data processing
systems.

FOOD RETAILING products, including retail scales, price labeling
devices and wrapping equipment, are principally sold to large super and
hypermarkets in solutions that combine weighing technologies with networked
software to help our customers manage their perishable goods such as meat,
fruit, vegetables and cheeses.

Customers

PRIVATE SECTOR: pharmaceutical, biotechnology, chemicals, , food and
beverage, food retailing, cosmetic, metals, electronics,
transportation

PUBLIC SECTOR: schools, universities, government standards
laboratories

The market for weighing and other instruments, particularly those used
in industrial and food retailing applications, has traditionally been
fragmented both geographically and by type of application. Many
manufacturers have a strong market position in their home countries but a
much smaller presence in other markets. Similarly, manufacturers have
tended to be focused on a particular application or group of applications.

Customers often spend a relatively small component of their aggregate
expenditures on weighing instruments. However, weighing instruments perform
important functions in quality control, process control and research and
can improve productivity. As a result, we believe weighing instrument
customers insist on accuracy, product reliability, technical innovation,
service quality and past experience with a manufacturer's products; cost
seems to be a secondary consideration. Weighing instrument manufacturers
also provide their customers with a significant amount of service and
support, including repair, calibration, certification and preventive
maintenance. This service and support generates recurring revenues for
manufacturers. In addition, customers tend to be loyal once they have
selected a supplier. We believe this is because customers would face
additional costs for training, spare parts, service and systems integration
if they switched to or added other brands of weighing equipment. This
factor benefits suppliers with a large installed base.

DEMAND TRENDS

In developed markets (Europe, North America and Japan) laboratory
demand for instruments has been influenced by sales trends in end-user
industries and demand for new products that can be integrated into an
automated laboratory environment. Demand for weighing instruments in the
industrial and food retailing market has been driven by the increasing use
of weighing applications in the control and regulation of manufacturing and
logistics processes, customers' needs to upgrade to network-ready weighing
equipment and general growth in end-user industries. Demand in emerging
markets, such as Asia, has been fueled by companies requiring additional
and more sophisticated weighing instruments and systems.

Analytical Instruments Markets. We believe that customers for
laboratory analytical instruments are reluctant to switch suppliers and are
more likely to buy replacement products from the manufacturer of the
initial system for the following reasons. Users of laboratory analytical
instruments require high levels of performance and reliability due to the
use of these instruments in critical steps of research and development and
quality control. However, in most cases analytical instruments constitute a
small percentage of customers' aggregate expenditures. In many cases, once
a manufacturer's equipment is adopted in the laboratory and test methods
are established using a particular instrument, the costs and/or risks of
switching to a different manufacturer of instruments can be high. We
believe that there are growth opportunities in our analytical instruments
markets, including: growth in end-use markets such as pharmaceuticals, food
and beverage, consumer products, environmental testing and chemicals;
increased research and development spending in major customer segments such
as the pharmaceutical and biotech industries; and increased customer
emphasis on productivity and automation.

Metal Detection Equipment Markets. Users of metal detection equipment
are typically companies in the food processing, pharmaceutical, cosmetics,
chemicals and other industries that must ensure that their products are
free from contamination by metal particles. Selling products that are
contaminated by metal can have severe consequences for these companies,
resulting in potential litigation and product recalls. Consequently,
purchasers of metal detectors value accuracy and stability of their
detectors. We believe that customers are reluctant to switch brands since
they would need to retrain line operators in the use of new equipment and
alter quality assurance and calibration routines. Manufacturers therefore
enjoy recurring and follow-on revenues from existing customers. We believe
that in developed markets, increased demand for metal detectors results
from an increasing consumer and regulatory focus on product safety.
Moreover, we expect that exports of food products to industrialized nations
from lesser developed countries will contribute to demand for metal
detectors in emerging markets.

GROWTH DRIVERS

Integration with Customer Management Information Systems. The markets
for our precision instruments have experienced increasing customer demand
for products with sophisticated data handling and storage capabilities that
can be integrated into management information systems. In the laboratory
market, weighing and analytical instruments are now capable of storing a
large number of results, performing statistical analyses and transmitting
results to computers and laboratory information management systems.
Laboratory customers have also demanded instruments that improve research
productivity by adding automation. For example, titrators have been
increasingly paired with auto-samplers, which allow a technician to set up
dozens of samples for testing automatically.

The industrial and food retailing market has experienced a similar
trend, as small groceries are replaced by supermarkets and hypermarkets.
Retail counter-top scales (for the weighing of perishable goods) now
include database and network functions. This enables the scale to download
price information from the store's master price database and provide
information on sales by article, which can be integrated into the store's
inventory control system. The store's master ordering system is then able
to calculate shrinkage and store inventory levels based on the weight of
goods processed and automatically reorder perishable goods electronically
when inventory levels reach a pre-set reorder point.

In manufacturing, weighing instruments also have become integrated
into manufacturing plants' information systems as the primary means for the
tracking and control of inventory. As they have become more integrated into
the manufacturing process, weighing instruments also have been combined
with dimensioning equipment as well as with multiple input/output devices:
bar-code readers, printers and data-storage devices. Similarly, metal
detection systems can be integrated with checkweighers to provide important
safety and quality checks of consumer products and are linked to customers'
management information systems to provide key process control data.

Regional and Global Harmonization of Weighing and Measurement
Standards. Weights and measures were historically regulated at the national
level. As a result, products had to meet numerous different national
regulatory requirements. More recently, certain European national
requirements have been harmonized by the European Union, and many other
national requirements have been harmonized by the Organisation
Internationale de Metrologie Legale, which sets international weights and
measures standards. Harmonization has facilitated the ability of
multinational weighing instrument producers to manufacture products that
meet all relevant regulatory requirements and the development of
broader-based markets for their product lines. In recent years, some
governments have begun to privatize the inspection of weighing instruments
used in commercial transactions. ISO-certified manufacturers of weighing
instruments, such as Mettler-Toledo, whose after-sales service technicians
already perform similar services for customers, are well situated to take
over the inspection process from governments wishing to privatize this
function.

Standardization of Laboratory and Marketing Processes. As laboratory
and manufacturing requirements and standards become more widely adopted,
customers increasingly need the ability to certify laboratory results or
the conformity of manufacturer processes to specification. Consequently,
the accuracy of weighing instruments, analytical instruments and metal
detection systems become increasingly important to purchasers. For example,
ISO 9001 standards and Good Laboratory Practices and Good Manufacturing
Practices, which are voluntarily adopted by participating companies,
require the development of compliance procedures that must be adhered to
throughout the relevant laboratory or production process. These procedures
include periodic calibration and certification of measurement instruments.
Certified instruments must be utilized throughout the process, and each
step in the process must be accurately recorded in accordance with
specified procedures so that results can be accurately traced and
reproduced. An example of this trend is the increasing adoption of ISO 9001
quality guidelines by food processors, which require all production
processes to be properly monitored for contamination by metal and other
foreign substances.

<PAGE>

BUSINESS

OVERVIEW

Mettler-Toledo is a leading global supplier of precision instruments.
We are the world's largest manufacturer and marketer of weighing
instruments for use in laboratory, industrial and food retailing
applications. We also hold leading positions in various related precision
measurement instrument technologies which we sell ot the same customer
base. For instance, we hold one of the top three global market positions in
the following analytical instruments: titrators, thermal analysis systems,
pH meters, automatic lab reactors and electrodes. In addition, we are the
global market leader in metal detection equipment for use in the production
and packaging of goods in industries such as food processing,
pharmaceutical, cosmetics, chemicals and other industries.

Market leadership and technology leadership are critical components of
our success, and we have used these advantages to build our business. For
instance, using our leading position in weighing instruments as our base,
we have added other products, such as analytical instruments and metal
detectors, that appeal to our existing customer base. In addition, we focus
on the high value-added segments of our markets by delivering innovation to
the marketplace. Some examples of our innovations include more accurate
forms of measurement, an increased use of automation or robotics in our
products and the use of custom-designed software or open-system
architectures to allow data gathered by our instruments to be more easily
integrated into our customers' management information systems.

We believe our ability to maintain and enhance the strength of our
leadership position in high value-added segments is due in part to the
strength of our brand name and the quality of our global sales and service
organization. We service a worldwide customer base through our own sales
and service organization and we have a global manufacturing presence in
Europe, the United States and Asia. Overall, we estimate the global market
for weighing instruments to be approximately $4.5 billion and the market
for other measurement instruments to be approximately $1.5 billion. In
1997, our sales were $878.4 million. In the first nine months of 1998, our
sales were $669.7 million. Of this total 45% came from Europe, 44% from
North and South America and 11% from Asia and other countries. Despite poor
economic conditions in parts of the world during 1998, our sales have
remained strong. We attribute this strength to the non-cyclical nature of
our two largest markets, the pharmaceutical and food and beverage
industries. Moreover, the diversified nature of our customer base and
product offerings provides an additional competitive strength on a global
basis and limits our exposure to local economic trends.

HISTORY

We trace our roots to the invention of the single-pan analytical
balance by Dr. Erhard Mettler and the formation of Mettler Instruments AG
("Mettler") in 1945. During the 1970s and 1980s, Mettler expanded from
laboratory balances into industrial and food retailing products, and
introduced the first fully electronic precision balance in 1973. The Toledo
Scale Company, which we acquired in 1989, was founded in 1901 and developed
a leading market position in the industrial weighing market in the United
States. During the 1970s, Toledo Scale expanded into the food retailing
market. When we acquired Toledo Scale, our name was changed to
Mettler-Toledo to reflect the combined strengths of the two companies and
to capitalize on their historic reputations for quality and innovation.
During the past two decades, we have grown through additional acquisitions
intended to complement our existing geographic markets and products. For
instance, in 1986, we acquired the Ingold Group of companies, which
manufacture electrodes, and Garvens Kontrollwaagen AG, which builds dynamic
checkweighers. Toledo Scale acquired Hi-Speed Checkweigher Co., in 1981. In
1990, we acquired Ohaus Corporation, which manufactures laboratory
balances. More recently, in 1997 we acquired Safeline and in 1998 we
acquired Bohdan Automation.

Mettler-Toledo International Inc. was incorporated in December 1991
and was recapitalized in connection with the October 15, 1996 acquisition
(the "Acquisition") of the Mettler-Toledo group of companies from
Ciba-Geigy AG. In the Acquisition, we paid cash consideration of
approximately SFr 505.0 million (approximately $402.0 million at October
15, 1996), including dividends of approximately SFr 109.4 million
(approximately $87.1 million at October 15, 1996), paid approximately
$185.0 million to settle amounts due to Ciba-Geigy and its affiliates and
incurred expenses in connection with the Acquisition and related financing
of approximately $29.0 million. We financed the Acquisition primarily with
(i) borrowings under a credit agreement in the amount of $307.0 million,
(ii) the issuance of $135.0 million of senior subordinated notes and (iii)
an equity contribution of $190.0 million primarily from AEA Investors, its
shareholder-investors and our executive officers and other employees. Our
managers and employees, along with AEA Investors Inc., participated in the
Acquisition. Following the completion of our IPO, management, employees and
Company sponsored pension funds held approximately 18% of the Company on a
fully diluted basis.

During the fourth quarter of 1997, we completed our IPO of 7,666,667
shares of common stock, including the underwriters' over-allotment options,
at a per share price of $14.00. The IPO raised net proceeds, after
underwriters' commission and expenses, of approximately $97.3 million.
Concurrently with the IPO, we refinanced our prior credit facility and used
proceeds from the refinancing and the IPO to repay the senior subordinated
notes of our wholly owned subsidiary, Mettler-Toledo, Inc.

In July 1998, certain selling shareholders completed a secondary
offering of a total of 11,464,400 shares of our common stock, including the
underwriters' over-allotment options. Neither we nor any of our directors,
executive officers or other employees sold shares or received any proceeds
from the offering.

RECENT ACQUISITIONS

Safeline Acquisition. On May 30, 1997, we acquired Safeline Limited
for (pound)63.7 million (approximately $104.4 million at May 30, 1997).
Safeline is the world's largest manufacturer and marketer of metal
detection systems for companies that produce and package goods in the food
processing, pharmaceutical, cosmetics, chemicals and other industries.
Safeline's metal detectors can also be combined with our checkweighing
products for important quality and safety checks in these industries.

MARKET LEADERSHIP

We believe that we have a leading position in each of our markets, and
at least 80% of our product sales are from products that are the global
leaders in their segment. In the weighing instruments market, we are the
only company to offer products for laboratory, industrial and food
retailing applications globally and we believe that we hold a market share
more than twice that of our nearest competitor. We believe that in 1997 we
had approximately 40% of the global market for laboratory balances,
including the largest market share in each of Europe, the United States and
Asia (excluding Japan), and the number two position in Japan. In the
industrial and food retailing markets, we believe we have the largest
market share in Europe and the United States. In Asia, we have a
substantial industrial and food retailing business which has gained market
share in recent years. This business is supported by our established
manufacturing presence in China. In addition, we also have one of the top
three positions in the global market for several analytical instruments
including titrators, thermal analysis systems, electrodes, pH meters and
automatic lab reactors. We are also working to enhance our leading position
in precision instruments. For instance, in 1997 we added Safeline's market
leading metal detection products, which can be used with our checkweighing
instruments for important quality and safety checks in the food processing,
pharmaceutical, cosmetics, chemicals and other industries. Also, we believe
that Bohdan will provide robotics capabilities to our analytical
instruments and will further enhance our product offerings. We attribute
our worldwide market leadership positions to the following competitive
strengths:

. Global Brand and Reputation. The Mettler-Toledo brand name is
identified worldwide with accuracy, reliability and innovation.
Customers value these characteristics because precision instruments,
particularly weighing and analytical instruments, significantly impact
customers' product quality, productivity, costs and regulatory
compliance. Furthermore, precision instruments generally constitute a
small percentage of customers' aggregate expenditures. As a result, we
believe customers focus on accuracy, product reliability, technical
innovation, service quality, reputation and past experience when
choosing precision instruments. We also believe that our customers
experience high switching costs if they attempt to change vendors. A
recent independent survey concluded that "Mettler-Toledo" was one of
the three most recognized brand names in the laboratory. In fact
laboratory balances are often generically referred to as "Mettlers."
The strength of this brand name has allowed us to successfully extend
our laboratory product line to include titrators, thermal analysis
systems, electrodes, pH meters and automatic lab reactors.

- a new digital load cell

- the first personal computer interface to be certified by weights
and measures regulators (the ID 20 terminal)

- significantly improved weighing sensor technology (MonoBloc)

- a new moisture determination instrument (GOBI)

- a new automatic lab reactor

- a new, enhanced sensitivity metal detector (the Safeline Zero
Metal-Free Zone detector)

- new dimensioning equipment using our patented PILAR technology

As with many of our recent innovations, the new MonoBloc weighing
sensor technology is more accurate and significantly reduces manufacturing
costs and the time and expense of design changes. These improvements
resulted from a reduction in the number of parts used in prior sensors from
around 100 to around 50 used in the MonoBloc sensor. We believe that we are
the global leader in our industry in providing innovative instruments, in
integrating our instruments into application-specific solutions for
customers and in facilitating the processing of data gathered by our
instruments and the transfer of this data to customers' management
information systems. Our technological innovation efforts benefit from our
manufacturing expertise in sensor technology, precision machining and
electronics, as well as our strength in software development.

. Comprehensive, High Quality Product Range. We manufacture a more
comprehensive range of weighing instruments than any of our
competitors. Our broad product line addresses a wide range of weighing
applications across and within many industries and regions.
Furthermore, our analytical instruments and metal detection systems
complement our weighing products, enabling us to offer integrated
solutions. We manufacture our products in modern facilities, most of
which are ISO 9001 certified. Our broad range of high quality products
and the ability to provide integrated solutions allows us to leverage
our sales and service organization, product development activities and
manufacturing and distribution capabilities.

. Global Sales and Service. We have the only global sales and service
organization among weighing instruments manufacturers, and we believe
that this capability is a major competitive advantage. At September
30, 1998, this organization consisted of approximately 3,200 employees
organized into locally based, customer-focused groups that provide
prompt service and support to our customers and distributors in
virtually all major markets around the world. The local focus of our
sales and service organization enables us to provide timely,
responsive support to our customers worldwide and provides feedback
for manufacturing and product development. When we survey our current
and potential customers on their needs, they often name service as the
most important criteria for choosing their instrument suppliers. In
addition to the service capability, this global infrastructure also
allows us to capitalize on growth opportunities in emerging markets.

. Largest Installed Base. We believe that we have the largest installed
base of weighing instruments in the world. From this installed base,
we obtain service contracts that provide a strong, stable source of
recurring service revenue. Service revenue represented approximately
16% of net sales in 1997, of which approximately 9% was derived solely
from service contracts and repairs with the remainder derived from the
sale of spare parts. We believe that our installed base of weighing
instruments represents a competitive advantage with respect to repeat
purchases and purchases of related analytical instruments and metal
detection systems, because customers tend to remain with their
existing suppliers. In addition, switching to a new instrument
supplier entails additional costs to the customer for training, spare
parts, service and systems integration requirements. Close
relationships and frequent contact with our broad customer base also
provide us with sales leads and new product and application ideas.

. Geographical, Product and Customer Diversification. Our revenue base
is diversified by geographic region, product range and customer. Many
different industries, including chemicals, pharmaceuticals, food
processing, food retailing and transportation utilize our broad
product range. We supply customers in over 100 countries, and no one
customer accounted for more than 2.6% of net sales in 1997. Our
diverse revenue base reduces our exposure to regional or
industry-specific economic conditions, and our presence in many
different geographic markets, product markets and industries enhances
our attractiveness as a supplier to multinational customers.

GROWTH STRATEGIES

We are implementing strategies relating to expanding our technology
leadership, increasing our market share and capitalizing on opportunities
in developed markets, capitalizing on opportunities in emerging markets,
pursuing selected acquisition opportunities and re-engineering and cost
savings. These strategies are designed to reduce our overall cost structure
and enhance our position as a global market leader. The successful
implementation of these strategies has contributed to an improvement in
Adjusted Operating Income (gross profit less research and development and
selling, general and administrative expenses before amortization and
non-recurring costs) from $39.5 million (4.6% of net sales) for 1995 to
$81.5 million (9.3% of net sales) for 1997. Adjusted Operating Income
increased from $52.6 million (8.3% of net sales) for the nine months ended
September 30, 1997 to $68.8 million (10.3% of net sales) for the nine
months ended September 30, 1998, an increase of 30.6%. We are committed to
improving our performance and are pursuing the following strategies:

Expanding Our Technology Leadership. We attribute a significant
portion of our recent margin improvement to our research and development
efforts. We intend to continue to invest in product innovation in order to
provide technologically advanced products to our customers for existing and
new applications. Over the last three years, we have invested more than
$150 million in research and development. Our research and development
efforts fall into two categories:

. cost reductions, which reduce the manufacturing cost of our
products through better overall design

Our research and development efforts have contributed to a pipeline of
innovative and new products, significant reductions in product costs and
reduced time to market for new products. Examples of recent or upcoming
product introductions include:

. industrial and retail products that apply open-system
architecture

. MonoBloc, a high accuracy, low-cost weighing sensor technology
which is being incorporated throughout our product lines

. a higher performance titrator

. an improved performance modular thermal analysis system

. a new density and refractometry measurement technology

. a fully integrated metal detector and checkweigher

. the first Chinese-designed and manufactured laboratory balance

Increasing Our Market Share and Capitalizing on Opportunities in
Developed Markets. We recognize that to be a successful company, we must
not only develop excellent products, but we must market and distribute them
effectively - more effectively than our competitors. We utilize what we
believe are the most sophisticated marketing and sales techniques in our
industry. These techniques include the development and utilization of
marketing databases. We develop these databases to better understand the
full potential of our market by customer, location, industry, instrument
and related application. We then utilize this data to more efficiently
direct our field resources and complement our direct and distributor sales
forces with targeted mailing and telemarketing campaigns to more fully
exploit our market's potential. We also utilize a dual brand strategy for
certain market segments to improve our overall market penetration. For
example, we sell laboratory balances under the Ohaus brand name as an
alternative to the Mettler-Toledo brand name in certain distribution
channels for laboratory balances.

We believe that service capabilities are a critical success factor in
our business. Our service capabilities, which provide support to our
customers and distributors in virtually all major markets across the globe
and include around-the-clock availability of well-trained technicians, are
highly valued by our customers. We believe that no other competitor has
global service capabilities.

The combination of our sophisticated marketing and sales techniques
and service capabilities help us capitalize on growth opportunities in our
developed markets. These opportunities include:

. integrating information from our measurement instruments into our
customers' data management software systems

. automating and/or improving process control, in part by
developing integrated solutions which combine measurement
instruments and related technologies directly into manufacturing
processes

. harmonization of national weighing standards across countries

. increasing standardization of manufacturing and laboratory
practices programs like ISO 9001, Good Laboratory Practices and
Good Manufacturing Practices

. increasing recognition by our customers of the importance of
preventive maintenance in reducing down time

Capitalizing on Opportunities in Emerging Markets. While emerging
markets were not a source of growth in 1998 due to weak economic
conditions, we believe that these markets will provide growth opportunities
for us in the long term. These growth opportunities are being driven
primarily by economic development and global manufacturers' utilization of
additional and more sophisticated precision measurement instruments as they
shift production to these markets. In addition, we believe that over the
long term, the trend toward international quality standards, the need to
upgrade mechanical scales to electronic versions and the establishment of
local production facilities by our multinational client base will add to
the opportunities in emerging markets. To date our emerging market
expansion has primarily focused on Asia. In Asia (excluding Japan), we are
the market leader in laboratory weighing instruments and have a substantial
industrial and food retailing business that has gained market share in
recent years. For instance, we have two profitable operations in China:
first, a 60% owned joint venture that manufactures and sells industrial and
food retailing products and, second, a wholly owned facility that
manufactures and distributes laboratory products. Both of these operations
serve the domestic and export markets. We have also opened direct marketing
organizations in Taiwan, Korea, Hong Kong, Thailand, Malaysia and Eastern
Europe. Beyond Asia, we are also expanding our sales and service presence
in Latin America and other emerging markets.

We believe that to succeed in emerging markets, there are several
advantages we must offer to our customer base:

. to our local customers, we must offer lower cost and less complex
products than are required by our customers in Japan, Europe and
North America. We accomplish this through the increased research
and development and manufacturing capabilities at our two Chinese
production facilities

Pursuing Selected Acquisition Opportunities. We believe that the
combination of our market leadership, our strong brand name and our
comprehensive sales and distribution network supports an attractive
platform for acquisitions. We are interested in acquiring companies that
provide us with:

. CONSOLIDATION OPPORTUNITIES in fragmented markets. An example is
our recent acquisitions of a number of independent industrial and
retail weighing distributors in the United States.

. GEOGRAPHIC EXPANSION into markets where we do not have a direct
presence. For example, earlier this year we established a small
presence in India by acquiring a local manufacturer.

Re-engineering and Cost Savings. We have improved our profitability in
recent years partly through a series of initiatives aimed at reducing our
cost structure. We plan to take similar initiatives in the future with the
goal of further improving our operating margins. These initiatives include:

. moving the production of certain product lines to lower cost
locations and consolidating the production of others. For
example, in 1999 we are planning to consolidate development and
manufacturing of all balances using magnetic force restoration
technology in Switzerland and introduce a number of products to
our global distribution channel that are manufactured in China

. increasing sales force productivity through telemarketing,
increased training and other focused initiatives. For example, we
have recently initiated an internet sales channel for certain
product categories and have also significantly increased our
telemarketing initiatives. We believe both of these programs will
increase the productivity of our sales force

. reducing distribution costs by using existing infrastructure more
efficiently and centralizing processes where economies of scale
can be obtained. For example, we recently consolidated most of
our North American order processing and billing functions into
one location

. reducing product cost through research and development, improved
manufacturing processes and reducing the purchased cost of
components. For example, we will introduce a number of products
in 1999 with lower costs than the previous generation, including
a basic balance. In addition, we have recently initiated a
program to reduce the cost of printed circuit boards used in many
of our scales and balances

. continually reviewing operations to identify additional
opportunities to reduce costs

We believe that these initiatives will place us in a position to build
on our recent improvement in profitability. Furthermore, we believe that we
can leverage our existing infrastructure, particularly our recent
investments in Asia, to obtain continued sales growth without significant
additions to our overall cost base.

PRODUCTS

Laboratory

We manufacture and market a complete range of laboratory balances, as
well as other selected laboratory measurement instruments, such as
titrators, thermal analysis systems, electrodes, pH meters and automatic
lab reactors, for laboratory applications in research and development,
quality assurance, production and education. Laboratory products accounted
for approximately 38% of our net sales in 1997 (including revenues from
related after-sale service). We estimate that we have approximately 40%
share of the global market for laboratory balances and we are among the top
three producers worldwide of titrators, thermal analysis systems,
electrodes, pH meters and automatic lab reactors. We believe that we have
the leading market share for laboratory balances in each of Europe, the
United States and Asia (excluding Japan) and the number two position in
Japan.

Balances. The balance is the most common piece of equipment in the
laboratory. We believe that we sell the highest performance laboratory
balances available on the market, with weighing ranges from one
ten-millionth of a gram up to 32 kilograms. The Company's brand name is so
well recognized that laboratory balances are often generically referred to
as "Mettlers." The Mettler-Toledo name is identified worldwide with
accuracy, reliability and innovation. In our judgment, this reputation
constitutes one of our principal competitive strengths.

In order to cover a wide range of customer needs and price points, we
market precision balances, semimicrobalances, microbalances and
ultramicrobalances in three principal product tiers offering different
levels of functionality. High-end balances provide maximum automation of
calibration, application support and additional functions. Mid-level
balances provide a more limited but still extensive set of automated
features and software applications. Basic level balances provide simple
operations and a limited feature set. We also manufacture mass comparators,
which are used by weights and measures regulators as well as laboratories
to ensure the accuracy of reference weights. Due to the wide range of
functions and features offered by our products, prices vary significantly.
A typical mid-range precision balance is priced at approximately $2,500 and
a typical microbalance is priced at approximately $14,000.

We regularly introduce new features and updated models in our lines of
balances. For example, our DeltaRange models permit weighing of light and
heavy samples on the same balance without the need for difficult
adjustments, a function particularly useful in dispensing and formula
weighing. High-end balances are equipped with fully automatic calibration
technology. These balances are carefully calibrated by us many times in
controlled environments, with the results of the calibrations incorporated
into built-in software, so that adjustments to ambient temperature and
humidity can automatically be made at any time once the balances are in use
by our customers . We also offer universal interfaces that offer
simultaneous connection of up to five peripheral devices. The customer can
then interface one balance with, for example, a computer for further
processing of weighing data, a printer for automatically printing results
and a bar-code reader for sample identification.

In addition to Mettler-Toledo branded products, we also manufacture
and sell balances under the brand name "Ohaus." Ohaus branded products
include mechanical balances and electronic balances for the educational
market and other markets in which customers are interested in lower cost, a
more limited set of features and less comprehensive support and service.

Titrators. Titrators measure the chemical composition of samples. Our
high-end titrators are multi-tasking models, which can perform two
determinations simultaneously. They permit high sample throughputs and have
extensive expansion capability and flexibility in calculations, functions
and parameters. Most models, including those in the lower-range, permit
common determinations to be stored in a database for frequent use.
Titrators are used heavily in the food and beverage industry. A typical
titrator is priced at approximately $12,000.

Thermal Analysis Systems. Thermal analysis systems measure different
properties, such as weight, dimension and energy flow, at varying
temperatures. Our thermal analysis products include full computer
integration and a significant amount of proprietary software. Thermal
analysis systems are used primarily in the plastics and polymer industries.
A typical thermal analysis system is priced at approximately $50,000.

pH Meters. A pH meter measures acidity in a laboratory sample and is
the second most widely used measurement instrument in the laboratory, after
the balance. We manufacture desktop models and portable models. Desktop
models are microprocessor-based instruments, offering a wide range of
features and self-diagnostic functions. Portable models are waterproof,
ultrasonically welded and ergonomically designed. Data collected from a
portable meter can be downloaded to a computer or printer using an
interface kit and custom software. pH meters are used in a wide range of
industries. A typical pH meter is priced at approximately $1,200.

Automatic Lab Reactors and Reaction Calorimeters. Automatic lab
reactors and reaction calorimeters simulate an entire chemical
manufacturing process in the laboratory. Customers use the simulation test
before proceeding to production, in order to test the safety and
feasibility of new processes. Our products are fully computer-integrated,
with a significant software component that we also provide. They also offer
wide flexibility in the structuring of experimental processes. Automatic
lab reactors and reaction calorimeters are typically used in the chemicals
and pharmaceutical industries. A typical lab reactor is priced at
approximately $140,000.

Synthesizers. We manufacture automated parallel synthesizers for use
in sophisticated chemistry environments, such as pharmaceutical
laboratories. These synthesizers allow scientists to develop new compounds
more efficiently to create large libraries of molecules at the same time
instead of creating them one by one as is done traditionally. This is an
important aspect of combinatorial chemistry. Our synthesizers use robotics
and sophisticated software to automate what was previously a manual
process. A synthesizer costs between $75,000 and $1,000,000, depending on
its functionality.

Electrodes. We manufacture electrodes for use in a variety of
laboratory instruments and in-line process applications. Laboratory
electrodes are used in pH meters and titrators, and may be replaced many
times during the life of the instrument. In-line process electrodes are
used to monitor production processes, for example, in the beverage
industry. A typical in-line process electrode is priced at approximately
$160.

Other Instruments. We sell density and refractometry instruments,
which measure chemical concentrations in solutions. These instruments are
sourced through a marketing joint venture with a third-party manufacturer,
but are sold under the Mettler-Toledo brand name. In addition, we
manufacture and sell moisture analyzers, which precisely determine the
moisture content of a sample by utilizing an infrared dryer to evaporate
moisture.

Industrial and Food Retailing

Weighing instruments are among the most broadly used measurement
devices in industry and food retailing. Our industrial and food retailing
weighing and related products include:

. bench and floor scales for standard industrial applications

. truck and railcar scales for heavy industrial applications

. scales for use in food retailing establishments

. checkweighers (which determine the weight of goods in motion)

. metal detectors

. dimensioning equipment

. specialized software systems for industrial and perishable goods
management processes

Increasingly, many of our industrial and food retailing products can
integrate weighing data into process controls and information systems. Our
industrial and food retailing products are also sold to original equipment
manufacturers ("OEMs"), which incorporate our products into larger process
solutions and comprehensive food retailing checkout systems. At the same
time, our products themselves include significant software and additional
functions including networking, printing and labeling capabilities. They
also include other measuring technologies such as dimensioning. We work
with customer segments to create specific solutions to their weighing
needs. For instance, working closely with the leading manufacturer of
postal meters, we developed a new generation of postal metering systems.

Industrial and food retailing products accounted for approximately 62%
of our net sales in 1997 (including revenues from related after-sale
service). We believe that we have the largest market share in the
industrial and food retailing market in each of Europe and the United
States. In Asia, we have a substantial industrial and food retailing
business which has gained market share in recent years. This business is
supported by an established manufacturing presence in China. We believe
that we are the only company with a true global presence across industrial
and food retailing weighing applications.

Standard Industrial Products. We offer a complete line of standard
industrial scales, such as bench scales and floor scales, for weighing
loads from a few grams to loads of several thousand kilograms in
applications ranging from measuring materials in chemical production to
weighing mail and packages. Our product lines include the "Spider" range of
scales, often used in receiving and shipping departments in counting
applications; "TrimWeigh" scales, which determine whether an item falls
within a specified weight range, and are used primarily in the food
industry; "Mentor SC" scales, for counting parts; and precision scales for
formulating and mixing ingredients. Our "MultiRange" products include
standardized software which uses the weight data obtained to calculate
other parameters, such as price or number of pieces. The modular design of
these products facilitates the integration of our weighing equipment into a
computer system performing other functions, like inventory control or batch
management. Prices vary significantly with the size and functions of the
scale, generally ranging from $1,000 to $20,000.

Heavy Industrial Products. Our primary heavy industrial products are
scales for weighing trucks or railcars (i.e., weighing bulk goods as they
enter a factory or at a toll station). Our truck scales, such as the
"DigiTol TRUCKMATE," generally have digital load cells, which offer
significant advantages in serviceability over analog load cells. Heavy
industrial scales are capable of measuring weights up to 500 tons and
permit accurate weighing under extreme environmental conditions. We also
offer advanced computer software that can be used with our heavy industrial
scales to permit a broad range of applications. Truck scale prices
generally range from $20,000 to $50,000.

Dynamic Checkweighing. We offer solutions to checkweighing
requirements in the food processing, pharmaceutical, chemicals and cosmetic
industries, where customers are required to accurately measure portions for
packaging. We also offer checkweighing solutions to the transportation and
package delivery industries, where tariffs are levied based on weight.
Customizable software applications utilize the information generated by
checkweighing hardware to find production flaws, packaging and labeling
errors and nonuniform products, as well as to sort rejects and record the
results. Our checkweighing equipment can accurately determine weight in
dynamic applications at speeds of up to several hundred units per minute.
Checkweighers generally range in price from $8,000 to $40,000.

Metal Detection Systems. Metal detection systems control the removal
of products that are identified as contaminated by metal during the
manufacturing process in the food processing, pharmaceutical, cosmetics,
chemicals and other industries. Metal detectors therefore provide
manufacturers with vital protection against metal contamination arising
from their own production processes or from using contaminated raw
materials. Metal detectors are most commonly used with checkweighers as
components of integrated packaging lines in the food processing,
pharmaceutical and other industries. Prices for metal detection systems
generally range from $5,000 to $20,000.

Dimensioning Equipment. We recently introduced automated dimensioning
equipment for use in the shipping industry to measure package volumes.
These products employ the patented PILAR technology and are integrated with
industrial scales to combine volume-based and weight-based tariff
calculations. Prices for integrated dimensioning/weighing systems range
from $5,000 to $20,000.

Food Retailing Products. Supermarkets, hypermarkets and other food
retail establishments make use of multiple weighing applications for the
full handling of perishable goods. For example, perishable goods are
weighed on arrival to determine payment to suppliers and some of these
goods are repackaged, priced and labeled for sale to customers. Other goods
are kept loose and selected by customers and either weighed at the produce
or delicatessen counter or at the checkout counter.

We offer stand-alone scales for basic counter weighing and pricing,
price finding, and printing. In addition, we offer network scales and
software, which can integrate backroom, counter, self-service and checkout
functions, and can incorporate weighing data into a supermarket's overall
perishable goods management system. Backroom products include dynamic
weighing products, labeling and wrapping machines, perishable goods
management and data processing systems. In some countries in Europe, we
also sell slicing and mincing equipment. Prices for food retailing scales
generally range from $800 to $5,000, but are often sold as part of
comprehensive weighing solutions.

Systems. Our systems business consists of software applications for
drum filling in the food and chemicals industries and batching systems in
the glass industry. The software systems control or modify the
manufacturing process.

CUSTOMERS AND DISTRIBUTION

Our business is geographically diversified, with sales in the first
nine months of 1998 derived 45% from Europe, 44% from North and South
America and 11% from Asia and other countries. Our customer base is also
diversified by industry and by individual customer. Our largest single
customer accounted for no more than 2.6% of 1997 net sales.

Laboratory

Principal customers for laboratory products include: chemicals
manufacturers, pharmaceutical manufacturers, cosmetics manufacturers, food
and beverage makers, the metals industry, the electronics industry, the
plastics industry, the transportation industry, the packaging industry, the
logistics industry, the rubber industry, the jewelry and precious metals
trade, educational institutions and government standards laboratories.
Balances and pH meters are the most widely used laboratory measurement
instruments and are found in virtually every laboratory across a wide range
of industries. Other products have more specialized uses.

Our laboratory products are sold in more than 100 countries through a
worldwide distribution network. Our extensive direct distribution network
and our dealer support activities enable us to maintain a significant
degree of control over the distribution of our products. In markets where
there are strong laboratory distributors, such as the United States, we use
them as the primary marketing channel for lower- and mid-price products.
This strategy allows us to leverage the strength of both the Mettler-Toledo
brand and the laboratory distributors' market position into sales of other
laboratory measurement instruments. We provide our distributors with a
significant amount of technical and sales support. High-end products are
handled by our own sales force. There has been recent consolidation among
distributors in the United States market. While this consolidation could
adversely affect our U.S. distribution, we believe our leadership position
in the market gives us a competitive advantage when dealing with our U.S.
distributors. We sell products in Asia primarily through distributors, and
in Europe primarily through direct sales. We also sell laboratory products
directly in Japan and in certain other Asian countries. European and Asian
distributors are generally fragmented on a country-by-country basis.

Ohaus branded products are generally positioned in alternative
distribution channels to those of Mettler-Toledo branded products. This
means that we can fill a greater number of distribution channels and
increase penetration of our existing markets. Since acquiring Ohaus in
1990, we have expanded this brand beyond its historical U.S. focus. Ohaus
branded products are sold exclusively through distributors.

Industrial and Food Retailing

Our industrial products customers include chemicals companies (e.g.,
formulating, filling and batching applications), food companies (e.g.,
packaging and filling applications), electronics and metal processing
companies (e.g., piece counting and logistical applications),
pharmaceutical companies (e.g., formulating and filling applications),
transportation companies (e.g., sorting, dimensioning and vehicle weighing
applications) and auto body paint shops, which mix paint colors based on
weight.

Our industrial products share weighing technology, and often minor
modifications to existing products can make them useful for applications in
a variety of industrial processes. We also sell to OEMs which integrate our
modules into larger process control applications, or comprehensive
packaging lines. Our products are also purchased by engineering firms,
systems integrators and vertical application software companies.

Customers for metal detection systems are typically food processing,
pharmaceutical, cosmetics and chemicals manufacturers that must ensure that
their products are free from contamination by metal particles. Undetected
metal contamination can have severe consequences for these companies,
including potential litigation and product recalls. Metal detection systems
are most commonly utilized in conjunction with checkweighers as components
of integrated packaging lines. Metal detectors provide important safety
checks before food and other products are delivered to customers. Metal
detection systems are also used in pipeline detectors for dairy and other
liquids, gravity fall systems for grains and sugar and throat detection
systems for raw material monitoring.

Our food retailing products customers include supermarkets,
hypermarkets and smaller food retailing establishments. The North American
and European markets already include many large supermarket chains, and
there is an on-going shift in most of our food retailing markets from "mom
and pop" grocery stores to supermarkets and hypermarkets. While
supermarkets and hypermarkets generally buy less equipment per customer,
they tend to buy more advanced products that require more electronic and
software content. In emerging markets, however, the highest growth is in
basic scales. As with industrial products, we also sell food retailing
products to OEMs for inclusion in more comprehensive checkout systems. For
example, our OEMs often incorporate our checkout scales into
scanner-scales, which can weigh perishable goods and also read bar codes on
other items. Scanner-scales are in turn integrated with cash registers to
form a comprehensive checkout system.

Our industrial products are sold in more than 100 countries and our
food retailing products in 20 countries. In the industrial and food
retailing market, we distribute directly to customers (including OEMs) and
through distributors. In the United States, direct sales slightly exceed
distribution sales in part because distributors are highly fragmented in
the United States. In Europe, direct sales predominate, with distributors
used in certain cases. Where we use distributors, we seek to provide them
with significant support.

SALES AND SERVICE

Market Organizations

We have over 30 geographically focused market organizations ("MOs")
around the world that are responsible for all aspects of our sales and
service. The MOs are local marketing and service organizations designed to
maintain close relationships with our customer base. Each MO has the
flexibility to adapt its marketing and service efforts to account for
different cultural and economic conditions. MOs also work closely with our
producing organizations (described below) by providing feedback on
manufacturing and product development initiatives and relaying innovative
product and application ideas.

We have the only global sales and service organization among weighing
instruments manufacturers. At September 30, 1998, our sales and services
group consisted of approximately 3,200 employees in sales, marketing and
customer service (including related administration) and after-sales
technical service. This field organization has the capability to provide
service and support to our customers and distributors in virtually all
major markets across the globe. Sales managers and representatives interact
across product lines and markets in order to serve customers that have a
wide range of weighing needs, such as pharmaceutical companies that
purchase both laboratory and industrial products. We classify customers
according to their potential for sales and the appropriate distribution
channel is selected to service the customer as efficiently as possible.
Larger accounts tend to have dedicated sales representatives. Other
representatives specialize by product line. Sales representatives call
directly on end-users either alone or, in regions where sales are made
through distributors, jointly with distributors. We utilize a variety of
advertising media, including trade journals, catalogs, exhibitions and
trade shows. In addition, we also sponsor seminars, product demonstrations
and customer training programs. Our high market share helps us to gauge
growth opportunities, target our message to appropriate customer groups and
monitor competitive developments. We utilize sophisticated marketing
techniques in our sales efforts. These techniques include the development
and utilization of marketing databases. We develop these databases to
better understand the full potential of our market by customer, location,
industry, instruments and related applications. We then utilize this data
to more efficiently direct our field resources to the market's potential.
We then complement our direct and distributor sales forces with targeted
mailing and telemarketing campaigns to more fully exploit our market's
potential. We also utilize a dual brand strategy for certain market segment
to improve our overall market penetration. For example, we sell laboratory
balances under the Ohaus brand name as an alternative to the Mettler-Toledo
brand name in certain distribution channels.

After-Sales Service

We believe service capabilities are a critical success factor in our
business. Through our own dedicated service technicians, we provide
contract and repair services in all countries in which our products are
sold. We estimate that we have the largest installed base of weighing
instruments in the world, and our contract and repair services generate
significant revenues. In 1997, service (representing service contracts,
repairs and replacement parts) accounted for approximately 16% of our total
net sales (service revenue is included in the laboratory and industrial and
food retailing sales percentages given above). Beyond revenue
opportunities, service is a key part of our product offering and helps
significantly in generating repeat sales. The close relationships and
frequent contact with our large customer base provides us with sales
opportunities and innovative product and application ideas. A global
service network also is an important factor in our ability to expand in
emerging markets. Moreover, the widespread adoption of quality laboratory
and manufacturing standards and the privatization of weights and measures
certification represent favorable trends for our service business, as they
tend to increase demand for on-site calibration services.

Our service contracts provide for repair services within various
guaranteed response times, depending on the level of service selected. Many
contracts also include periodic calibration and testing. Contracts are
generally one year in length, but may be longer. If the service contract
also includes products of other manufacturers, we will generally perform
calibration, testing and basic repairs directly, and contract out more
significant repair work. As application software becomes more complex, our
service efforts increasingly include installation and customer training
programs as well as product service.

RESEARCH AND DEVELOPMENT; MANUFACTURING

Producing Organizations

Our product development, research and manufacturing efforts are
organized into a number of producing organizations ("POs"). At September
30, 1998, POs included approximately 3,800 employees worldwide. POs are
product development teams comprised of personnel from our marketing,
development, research, manufacturing, engineering and purchasing
departments. POs often seek customer input to ensure that the products
developed are tailored to market needs. We have organized our POs to reduce
product development time, improve customer focus, reduce costs and maintain
technological leadership. The POs work together to share ideas and best
practices, and some employees are in both MOs and POs. We recently
implemented a number of projects that we believe will further increase
productivity and lower costs. For example, we restructured the order and
product delivery process in Europe to enable us to deliver many of our
products to our customers directly from the manufacturing facility within
several days, which minimizes the need to store products in decentralized
warehouses. In addition, we have centralized our European spare parts
inventory management system allowing all spare parts for Europe to be
delivered from a single, highly automated location.

Research and Product Development

We closely integrate research and development with marketing,
manufacturing and product engineering. We have nearly 600 professionals in
research and development and product engineering. Our principal product
development activities involve applications improvements to provide
enhanced customer solutions, systems integration and product cost
reduction. However, we also conduct research in basic weighing
technologies. As part of our research and development activities, we have
frequent contact with university experts, industry professionals and the
governmental agencies responsible for weights and measures, analytical
instruments and metal detectors. In addition, our in-house development is
complemented by technology and product development alliances with customers
and original equipment manufacturers.

Our MonoBloc weighing sensor technology, which eliminates many of the
complex mechanical linkages in a weighing sensor and reduces the number of
parts in a sensor from approximately 100 to approximately 50, is an
excellent example of our technological innovation. The MonoBloc sensor
permits more accurate weighing, and lower manufacturing costs allow us to
make design changes more cheaply and quickly. MonoBloc technology is
already incorporated into a number of our products, and we are extending
the MonoBloc technology through much of our weighing instrument product
lines.

We have devoted an increasing proportion of our research and
development budget to software development. Software development for
weighing applications includes application-specific software, as well as
software utilized in sensor mechanisms, displays, and other common
components, which can be leveraged across our broad product lines.

Over the last three years, we have spent more than $150 million on
research and development (excluding research and development purchased in
connection with acquisitions). In 1997, we spent approximately 5.7% of net
sales on research and development (including costs associated with
customer-specific engineering projects, which are included in cost of sales
for financial reporting purposes).

Manufacturing

We manufacture many of our own components, including components that
require specific technical competence, or for which dependable, high
quality suppliers cannot be found. However, when outside manufacturing is
more efficient, we contract with others for certain components and in turn
use these components in our own manufacturing processes. We use a wide
range of suppliers and we believe our supply arrangements to be adequate.
From time to time we rely on a single supplier for all of our requirements
of a particular component. Even then, adequate alternative sources are
generally available if necessary. Supply arrangements for electronics are
generally made globally. For mechanical components, we generally use local
sources to optimize materials flow.

We strive to emphasize product quality in our manufacturing
operations, and most of our products require very strict tolerances and
exact specifications. We use an extensive quality control system that is
integrated into each step of the manufacturing process. This integration
permits field service technicians to trace important information about the
manufacture of a particular unit, which facilitates repair efforts and
permits fine-tuning of the manufacturing process. Many of our measuring
instruments are subjected to an extensive calibration process that allows
the software in the unit to automatically adjust for the impact of
temperature and humidity.

We are a worldwide manufacturer, with eight manufacturing plants in
the United States, four in Switzerland, two in Germany, one in the United
Kingdom and two in China. One of our Chinese plants is a joint venture in
which we own a 60% interest. Laboratory products are produced mainly in
Switzerland and to a lesser extent in the United States and China, while
industrial and food retailing products are produced in all five countries.
We produce our metal detectors in the United Kingdom. We have manufacturing
expertise in sensor technology, precision machining and electronics, as
well as strength in software development. Furthermore, most of our
manufacturing facilities have achieved ISO 9001 certification. We believe
that our manufacturing capacity is sufficient to meet our present and
currently anticipated needs.

Backlog

Manufacturing turnaround time is generally sufficiently short so as to
permit us to manufacture to fill orders for most of our products, which
helps to limit inventory costs. Backlog is therefore generally a function
of requested customer delivery dates and is typically no longer than one to
two months.

EMPLOYEES

As of September 30, 1998, we had approximately 7,000 employees
throughout the world, including more than 3,600 in Europe, more than 2,600
in North and South America, and approximately 800 in Asia and other
countries. We believe our employee relations are good, and we have not
suffered any material employee work stoppage or strike during the last five
years. Labor unions do not represent a meaningful number of our employees.

In certain of our facilities, we have a flexible workforce
environment, in which hours vary depending on the workload. This flexible
working environment enhances employees' involvement, thus increasing
productivity. It also improves efficient payroll management by permitting
us to adjust staffing to match workload to a greater degree without
changing the size of the overall workforce.

INTELLECTUAL PROPERTY

We hold more than 1,100 patents and trademarks, primarily in the
United States, Switzerland, Germany and Japan and, to a lesser extent, in
China. Our products generally incorporate a wide variety of technological
innovations, many of which are protected by patents and many of which are
not. Moreover, products are generally not protected as a whole by
individual patents. Accordingly, no one patent or group of related patents
is material to our business. We also have numerous trademarks, including
the Mettler-Toledo name and logo which are material to our business. We
regularly protect against infringement of our intellectual property.

REGULATION

Our products are subject to various regulatory standards and approvals
by weights and measures regulatory authorities. Although there are a large
number of regulatory agencies across our markets, there is an increasing
trend toward harmonization of standards, and weights and measures
regulation is harmonized across the European Union. Our food processing and
food retailing products are subject to regulation and approvals by relevant
governmental agencies, such as the United States Food and Drug
Administration. Products used in hazardous environments may also be subject
to special requirements. All of our electrical components are subject to
electrical safety standards. We believe that we are in compliance in all
material respects with applicable regulations.

ENVIRONMENTAL MATTERS

We are subject to a variety of environmental laws and regulations in
the jurisdictions in which we operate, including provisions relating to air
emissions, wastewater discharges, the handling and disposal of solid and
hazardous wastes and the remediation of contamination associated with the
use and disposal of hazardous substances. We wholly or partly own, lease or
hold a direct or indirect equity interest in a number of properties and
manufacturing facilities around the world, including the United States,
Europe, Canada, Mexico, Brazil, Australia and China. Like many of our
competitors, we have incurred, and will continue to incur, capital and
operating expenditures and other costs in complying with such laws and
regulations in both the United States and abroad.

We are currently involved in, or have potential liability with respect
to, the remediation of past contamination in certain of our facilities in
both the United States and abroad. In addition, certain of our present and
former facilities have or had been in operation for many decades and, over
such time, some of these facilities may have used substances or generated
and disposed of wastes which are or may be considered hazardous. It is
possible that such sites, as well as disposal sites owned by third parties
to which we have sent wastes, may in the future be identified and become
the subject of remediation. Accordingly, although we believe that we are in
substantial compliance with applicable environmental requirements and to
date we have not incurred material expenditures in connection with
environmental matters, it is possible that we could become subject to
additional environmental liabilities in the future that could result in a
material adverse effect on our financial condition or results of
operations.

We are involved in litigation concerning remediation of hazardous
substances at our operating facility in Landing, New Jersey. On or about
July 1988, an affiliate of Ciba ("AGP") purchased 100% of the outstanding
stock of Metramatic Corporation ("Metramatic"), a manufacturer of
checkweighing equipment located in Landing, from GEI International
Corporation ("GEI"). GEI agreed to indemnify and hold harmless AGP for
certain pre-closing environmental conditions, including those resulting in
cleanup responsibilities required by the New Jersey Department of
Environmental Protection pursuant to the New Jersey Environmental Cleanup
Responsibility Act ("ECRA"). ECRA is now the Industrial Site Recovery Act.
Pursuant to a 1988 New Jersey Department of Environmental Protection
administrative consent order naming GEI and Metramatic as respondents, GEI
has spent approximately $2 million in the performance of certain
investigatory and remedial work addressing groundwater contamination at the
site. However, implementation of a final remedy has not yet been completed,
and, therefore, future remedial costs are currently unknown. In 1992, GEI
filed a suit against various parties including Hi-Speed Checkweigher Co.,
Inc., our wholly owned subsidiary that currently owns the facility, to
recover certain costs incurred by GEI in connection with the site. Based on
currently available information and our rights of indemnification from GEI,
we believe that our ultimate allocation of costs associated with the past
and future investigation and remediation of this site will not have a
material adverse effect on our financial condition or results of
operations.

We, or in some cases the former owner of Toledo Scale, have been named
a potentially responsible party under CERCLA or analogous state statutes at
the following third-party owned sites with respect to the alleged disposal
at the sites by Toledo Scale during the period before we owned it:
Granville Solvents Site, Granville, Ohio; Aqua-Tech Environmental, Inc.
Site, Greer, South Carolina; Seaboard Chemical Company Site, Jamestown,
North Carolina; and the Stickney and Tyler Landfills in Toledo, Ohio.
Pursuant to the terms of the stock purchase agreement between us and the
former owner of Toledo Scale, the former owner is obligated to indemnify us
for various environmental liabilities. To date, with respect to each of the
foregoing sites, the former owner has undertaken the defense and
indemnification of Toledo Scale. Based on currently available information
and given our contractual rights of indemnification, we believe that the
costs associated with the investigation and remediation of these sites will
not have a material adverse effect on our financial condition or results of
operations.

COMPETITION

Our markets are highly competitive. Furthermore, weighing instruments
markets are fragmented both geographically and by application, particularly
the industrial and food retailing weighing instruments market. As a result,
we face numerous regional or specialized competitors, many of which are
well established in their markets. In addition, some of our competitors are
divisions of larger companies with potentially greater financial and other
resources than our own. Taken together, the competitive forces present in
our markets can impair our operating margins in certain product lines and
geographic markets.

We expect our competitors to continue to improve the design and
performance of their products and to introduce new products with
competitive prices. Although we believe that we have certain technological
and other advantages over our competitors, we may not be able to realize
and maintain these advantages. In any event, to remain competitive, we must
continue to invest in research and development, sales and marketing and
customer service and support. We cannot be sure that we will have
sufficient resources to continue to make these investments or that we will
be successful in identifying, developing and maintaining any competitive
advantages.

We believe that the principal competitive factors in our U.S. markets
for purchasing decisions are accuracy and durability, while in Europe
accuracy and service are the most important factors. In emerging markets,
where there is greater demand for less sophisticated products, price is a
more important factor than in developed markets. Competition in the United
States laboratory market is also influenced by the presence of large
distributors that sell not only our products but those of our competitors
as well.

PROPERTIES

The following table lists our principal operating facilities,
indicating the location, primary use and whether the facility is owned or
leased.

LOCATION PRINCIPAL USE(1) OWNED LEASED
Europe:
Greifensee/Nanikon,
Switzerland................ Production,
Corporate Headquarters Owned
Uznach, Switzerland........ Production Owned
Urdorf, Switzerland........ Production Owned
Schwerzenbach, Switzerland. Production Leased
Albstadt, Germany.......... Production Owned
Giesen, Germany............ Production Owned
Giessen, Germany........... Sales and Service Owned
Steinbach, Germany......... Sales and Service Owned
Viroflay, France........... Sales and Service Owned
Beersel, Belgium........... Sales and Service Owned
Tiel, Netherlands.......... Sales and Service Owned
Leicester, England......... Sales and Service Leased
Manchester, England........ Production,
Sales and Service Leased
Americas:
Worthington, Ohio.......... Production Owned
Spartanburg, South Carolina Production Owned
Franksville, Wisconsin..... Production Owned
Ithaca, New York........... Production Owned
Wilmington, Massachusetts.. Production Leased
Florham Park, New Jersey... Production Leased
Tampa, Florida............. Production,
Sales and Service Leased
Vernon Hills, Illinois..... Production,
Sales and Service Leased

Burlington, Canada......... Sales and Service Leased
Mexico City, Mexico........ Sales and Service Leased

Other:
Shanghai, China............ Production Building Owned;
Land Leased
Changzhou, China(2)........ Production Building Owned;
Land Leased
Melbourne, Australia....... Sales and Service Leased
Mumbai, India.............. Production,
Sales and Service Leased
San Paolo, Brazil.......... Production and Sales Leased
[FN]

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

(1) We also conduct research and development activities at certain of the
listed facilities in Switzerland, Germany, the United States and, to a
lesser extent, China.

(2) Held by a joint venture in which we own a 60% interest.

</FN>

We believe our facilities are adequate for our current and reasonably
anticipated future needs.

LEGAL PROCEEDINGS

Routine litigation is incidental to our business. Nevertheless, we are
not currently involved in any legal proceeding which we believe could have
a material adverse effect upon our financial condition or results of
operations. See "--Environmental Matters" for information concerning legal
proceedings relating to certain environmental claims.

We have received a Notice of Proposed Adjustment from the Internal
Revenue Service disallowing $20.4 million of intercompany interest
deductions that we took in our 1994 and 1995 tax returns when we were a
subsidiary of Ciba. We are indemnified under the acquisition agreement with
Ciba against any loss that may arise from the proposed adjustment.
Regardless, we believe that such deductions were properly made and we
intend to assist Ciba in contesting the proposed adjustment.

Our products generally are sold with a limited warranty for defects.
We have reviewed our products currently in use by customers or being sold
and do not believe that we will have material increase in warranty or
product liability claims arising out of Year 2000 non-compliance. However,
any material increase in these claims could harm our results of operations.

<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are set forth
below. All directors hold office until the annual meeting of shareholders
following their election or until their successors are duly elected and
qualified. Officers are appointed by the Board of Directors and serve at
the discretion thereof.

NAME AGE POSITION
- - ---- --- --------

Robert F. Spoerry 43 President, Chief Executive Officer
and Chairman of the Board of
Directors
William P. Donnelly 37 Chief Financial Officer
Karl M. Lang 51 Head, Laboratory Division
Lukas Braunschweiler 42 Head, Industrial and Retail
(Europe)
John D. Robechek 50 Head, Industrial and Retail
(Americas)
Peter Burker 52 Head, Human Resources
Thomas Rubbe 44 Head, Logistics and Information
Systems
Philip Caldwell 78 Director
Reginald H. Jones 81 Director
John D. Macomber 70 Director
Laurence Z. Y. Moh 72 Director
Thomas P. Salice 39 Director

Robert F. Spoerry has been President and Chief Executive Officer of
the Company since 1993. He served as Head, Industrial and Retail (Europe)
of the Company from 1987 to 1993. Mr. Spoerry has been a Director since
October 1996. Mr. Spoerry has been Chairman of the Board of Directors since
May 18, 1998.

William P. Donnelly has been Chief Financial Officer of the Company
since April 1, 1997. From 1993 until joining the Company, he held various
senior financial and management positions, including most recently Group
Vice President and Chief Financial Officer, with Elsag Bailey Process
Automation, a global manufacturer of instrumentation and analytical
products, and developer of distributed control systems. Prior to 1993, Mr.
Donnelly was associated with the international accounting firm of Price
Waterhouse.

Karl M. Lang has been Head, Laboratory Division of the Company since
1994. From 1991 to 1994 he was based in Japan as a representative of senior
management with responsibility for expansion of the Asian operations.

Lukas Braunschweiler has been Head, Industrial and Retail (Europe) of
the Company since 1995. From 1992 until 1995 he held various senior
management positions with the Landis & Gyr Group, a manufacturer of
electrical meters. Prior to August 1992 he was a Vice President in the
Technology Group of Saurer Group, a manufacturer of textile machinery.

John D. Robechek has been Head, Industrial and Retail (Americas) of
the Company and President of Mettler-Toledo, Inc., a U.S.-based subsidiary
of the Company, since 1995. From 1990 through 1994 he served as Senior Vice
President and managed all of the Company's U.S. subsidiaries.

Peter Burker has been Head, Human Resources of the Company since 1994.
From 1992 to 1994 he was Mettler-Toledo's General Manager in Spain, and
from 1989 to 1991 he headed the Company's operations in Italy.

Thomas Rubbe has been Head, Logistics and Information Systems of the
Company since 1995. From 1990 to 1995 he was head of Controlling, Finance
and Administration with the Company's German marketing organization.

Philip Caldwell has been a Director since October 1996. Prior to May
18, 1998, Mr. Caldwell served as Chairman of the Board of Directors. Mr.
Caldwell spent 32 years at Ford Motor Company, where he served as Chairman
of the Board of Directors and Chief Executive Officer from 1980 to 1985 and
a Director from 1973 to 1990. He served as a Director and Senior Managing
Director of Lehman Brothers Inc. and its predecessor, Shearson Lehman
Brothers Holdings, Inc., from 1985 to February 1998. Mr. Caldwell is also a
Director of Waters Corporation, Zurich Holding Company of America, Inc.,
American Guarantee & Liability Insurance Company, The Mexico Fund, and
Russell Reynolds Associates, Inc. He has served as a Director of the Chase
Manhattan Corporation, the Chase Manhattan Bank, N.A., Digital Equipment
Corporation, Federated Department Stores Inc., the Kellogg Company,
Shearson Lehman Brothers Holdings Inc., CasTech Aluminum Group Inc.,
Specialty Coatings International Inc., and Zurich Reinsurance Centre
Holdings, Inc.

Reginald H. Jones has been a Director since October 1996. Mr. Jones
retired as Chairman of the Board of Directors of General Electric Company
("General Electric") in April 1981. At General Electric, he served as
Chairman of the Board of Directors and Chief Executive Officer from
December 1972 through April 1981, President from June 1972 to December 1972
and a Director from August 1971 to April 1981.

John D. Macomber has been a Director since October 1996. He has been a
principal of JDM Investment Group since 1992. He was Chairman and President
of the Export-Import Bank of the United States (an agency of the U.S.
Government) from 1989 to 1992. From 1973 to 1986 Mr. Macomber was Chairman
and Chief Executive Officer of Celanese Corporation. Prior to that, Mr.
Macomber was a Senior Partner of McKinsey & Company. Mr. Macomber is also a
Director of Textron Inc., Bristol-Myers Squibb Company, Xerox Corporation,
Lehman Brothers Holdings Inc., Pilkington plc and Brown Group, Inc.

Laurence Z. Y. Moh has been a Director since October 1996. At present,
he is Chairman and CEO of Plantation Timber Products Limited (CHINA), which
he founded in 1996. He is Chairman Emeritus of Universal Furniture Limited,
which he founded in 1959.

Thomas P. Salice has been a Director since October 1996. Mr. Salice is
a Managing Director of AEA Investors and has been associated with AEA
Investors since June 1989. Mr. Salice is also a Director of Waters
Corporation.

EXECUTIVE COMPENSATION

The following table sets forth for the years ended December 31, 1997,
1996 and 1995 the compensation paid to or accrued for services performed by
the Chief Executive Officer, each of the four other most highly compensated
executive officers of the Company who were serving as executive officers at
December 31, 1997 and one other highly compensated employee who is no
longer an executive officer (collectively, the "Named Executive Officers").

<PAGE>

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE(1)

SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2) COMPENSATION OPTIONS(#) COMPENSATION
- - --------------------------- ---- -------- -------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Spoerry................ 1997 $386,074 $427,113 $ 36,212(3) 125,839 $ 112,816(5)
President and Chief Executive 1996 435,135 276,521 8,857(3) 1,047,976 124,431(5)
Officer 1995 289,343 85,871 -- 300(4) 54,346(5)

William P. Donnelly(6)........... 1997 124,095 208,464 18,614(7) 195,050 36,768(5)
Chief Financial Officer 1996 -- -- -- -- --
1995 -- -- -- -- --

Karl M. Lang..................... 1997 170,424 134,209 -- 37,751 55,319(5)
Head, Laboratory 1996 212,997 88,375 -- 209,597 61,901(5)
1995 228,427 38,071 -- -- 60,321(5)

Lukas Braunschweiler............. 1997 168,218 201,676 -- 37,751 49,145(5)
Head, Industrial and Retail 1996 210,893 66,162 -- 209,597 62,482(5)
(Europe) 1995 228,427 25,381 -- -- 50,460(5)

John D. Robechek................. 1997 220,000 193,886 -- 37,751 7,754(8)
Head, Industrial and Retail 1996 233,754 88,137 -- 209,597 6,215(8)
(Americas) 1995 225,000 40,563 -- -- 6,168(8)

Fred Ort......................... 1997 164,633 177,061 -- -- 55,452(5)
Corporate Controller 1996 207,221 99,325 -- 78,599 52,745(5)
1995 227,284 69,701 -- -- 70,804(5)

- - -----------------
<FN>

(1) Amounts paid in Swiss francs (all amounts except those paid to Mr.
Robechek) converted to U.S. dollars at a rate of SFr 1.182 to $1.00
for 1995, SFr 1.2355 to $1.00 for 1996 and SFr 1.4505 to $1.00 for
1997, in each case the average exchange rate during such year.

(2) Does not include Ciba bonuses to Messrs. Spoerry, Braunschweiler,
Lang, Robechek and Ort for services rendered to Ciba in connection
with its efforts to sell the Company.

(3) Represents additional compensation paid to fully offset, after payment
of all taxes and social security contributions, interest charged to
Mr. Spoerry on a loan to Mr. Spoerry from Mettler-Toledo GmbH, a
subsidiary of the Company. See "Certain Relationships and Related
Transactions."

(4) Option to purchase the specified number of shares of Ciba common stock
at an exercise price of SFr 750 ($665 at the date of grant) per share.
The fair market value at the date of grant was SFr 764 ($678) per
share.

(5) Represents Company contributions to the Mettler-Toledo Fonds (a Swiss
pension plan similar to a defined contribution plan under U.S. law).
Fifty percent of the amount shown is a required employee contribution
under the plan which the Company has contributed on behalf of the
Named Executive Officers, and the other 50% is a required matching
employer contribution.

(6) Mr. Donnelly's employment commenced on April 1, 1997.

(7) Represents allowances associated with Mr. Donnelly's status as an
expatriate in Switzerland.

(8) Includes: (i) the value of group life insurance over $50,000 of $1,024
for 1995, $1,071 for 1996 and $1,036 in 1997; (ii) the Company's
contribution to Mr. Robechek's 401(k) plan account of $4,500 in 1995
and 1996 and $4,750 in 1997; and (iii) Mr. Robechek's profit sharing
payout under the Company's Performance Dividend Plan of $644 in 1995
and 1996 and $1,968 in 1997.

</FN>
</TABLE>

STOCK OPTIONS

The following table sets forth information concerning the grant of
stock options under the Company's stock option plan to the individuals
named in the Summary Compensation Table.

<PAGE>

<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS/SARS OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR
OPTIONS/SARS EMPLOYEES IN EXERCISE/BASE EXPIRATION OPTION/SAR TERM(1)
NAME GRANTED FISCAL YEAR PRICE ($/SH) DATE 5%($) 10%($)
- - -------- ------------- ----------- -------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Spoerry........ 125,839 12.23 15.89 2007 1,257,526 3,186,818
William P. Donnelly...... 37,751 3.67 15.89 2007 377,251 956,028
157,299 15.29 7.95 2007 786,450 1,993,018
Karl M. Lang............. 37,751 3.67 15.89 2007 377,251 956,028
Lukas Braunschweiler..... 37,751 3.67 15.89 2007 377,251 956,028
John D. Robechek......... 37,751 3.67 15.89 2007 377,251 956,028
Fred Ort................. -- -- -- -- -- --

- - -----------------
<FN>

(1) The assumed annual rates of appreciation over the term of the option
are set forth in accordance with rules and regulations adopted by the
Securities and Exchange Commission and do not represent the Company's
estimate of stock price appreciation.

</FN>
</TABLE>

OPTION EXERCISE TABLE

No options to purchase common stock were exercised by the Named
Executive Officers in 1997. The following table sets forth information with
respect to the aggregate number of unexercised options to purchase common
stock granted to the Named Executive Officers and held by them as of
December 31, 1997, and the value of unexercised in-the-money options (i.e.,
options that had a positive spread between the exercise price and the fair
market value of the common stock) as of December 31, 1997.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED ON VALUE OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/SARS
EXERCISE REALIZED YEAR-END(#) AT FISCAL YEAR-END($)(1)
---------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- --- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Spoerry........ 0 0 209,595 964,220 $ 1,949,234 $ 7,968,084
William P. Donnelly...... 0 0 0 195,050 0 1,514,222
Karl M. Lang............. 0 0 41,919 205,429 389,847 1,610,747
Lukas Braunschweiler..... 0 0 41,919 205,429 389,847 1,610,747
John D. Robechek......... 0 0 41,919 205,429 389,847 1,610,747
Fred Ort................. 0 0 15,719 62,880 146,187 584,784

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

<FN>

(1) Sets forth values for "in the money" options that represent the
positive spread between the respective exercise/base prices of
outstanding stock options and the closing price of $17.25 per share at
December 31, 1997, as reported on the New York Stock Exchange.

</FN>
</TABLE>

EMPLOYMENT AGREEMENTS

Mettler-Toledo GmbH, a subsidiary of the Company, entered into an
employment agreement with Robert F. Spoerry dated as of October 30, 1996.
The agreement provides for annual base salary of SFr 560,000 (approximately
$386,074 at December 31, 1997), which may be increased from time to time in
accordance with the Company's normal business practices, and for
participation in the Company's bonus plan. In addition, the agreement
provides for payment of the amount necessary, after payment of all taxes
and social security contributions, to fully offset the interest charged to
Mr. Spoerry on a certain loan to the Executive. See "Certain Relationships
and Related Transactions" for a description of the loan. The agreement
prohibits Mr. Spoerry from competing with the Company for a period of 24
months after termination of employment. The agreement may be terminated
without cause, on 36 months' notice during which period Mr. Spoerry is
entitled to full compensation under the agreement.

Mettler-Toledo GmbH also has entered into employment agreements with
Lukas Braunschweiler, William P. Donnelly and Karl Lang, and
Mettler-Toledo, Inc., a subsidiary of the Company, has entered into an
employment agreement with John D. Robechek. The employment agreements
provide for a base salary subject to adjustment and participation in the
Company's bonus plan and participation in the Company's other employee
benefit plans. Each agreement prohibits the executive from competing with
the Company for a period of twelve months after termination of employment.
Each agreement may be terminated without cause, on twelve months' notice
during which period the executive is entitled to full compensation under
the agreement.

DIRECTORS' COMPENSATION

Members of the Board of Directors of the Company who are officers of
the Company or employees of AEA Investors have not received additional
compensation for being on the Board or its committees. The non-executive
directors were given a one-time opportunity to purchase stock in the
Company upon their election to the Board. Mr. Caldwell purchased 35,940
shares of common stock and each of Messrs. Jones, Macomber and Moh
purchased 23,972 shares of common stock. Members of the Board of Directors
of the Company have received reimbursement for traveling costs and other
out-of-pocket expenses incurred in attending board and committee meetings.
Effective May 18, 1998, members of the Board of Directors who are not
employees of the Company will receive an annual fee of $17,500 (payable
quarterly in advance), $1,000 for each Board meeting attended and $500 for
each meeting of a committee of the Board attended, plus reimbursement for
traveling costs and other out-of-pocket expenses incurred in attending such
meetings. In addition, each member of the Board of Directors who is not an
employee of the Company will receive a stock option grant of 1,000 shares
of the Company's common stock per year.

RETIREMENT PLANS

Mr. Robechek is covered under two pension plans, the Mettler-Toledo
Retirement Plan and the Mettler-Toledo Supplemental Retirement Income Plan.
Benefits under these plans are determined by career average compensation
rather than final compensation. The annual accrual for each year under both
plans is the difference of 2% of annual compensation in a plan year and
0.6% of the lesser of annual compensation or covered compensation (defined
under the plans as the average of the Social Security Taxable Wage Bases in
effect for each calendar year during the 35-year period ending on the last
day of a given plan year). The Mettler-Toledo Retirement Plan includes all
compensation up to the qualified plan limitations under the Internal
Revenue Code of 1986, as amended ($160,000 per year in 1997), and the
Mettler-Toledo Supplemental Retirement Income Plan pays for benefits in
excess of these limits. The accrued annual benefit payable to Mr. Robechek
under the Mettler-Toledo Retirement Plan is $48,717 and the accrued annual
benefit under the Mettler-Toledo Supplemental Plan is $14,292, for a total
annual retirement benefit of $63,009.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following directors served on the Company's Compensation Committee
during the fiscal year ended December 31, 1997: Reginald H. Jones, Laurence
Z. Y. Moh and Thomas P. Salice. Mr. Salice also served as an officer of the
Company and certain of its subsidiaries during such fiscal year. Mr. Salice
is an officer of AEA Investors, a shareholder of the Company. AEA Investors
provided certain management, consulting and financial services to the
Company for professional service fees and was reimbursed for out-of-pocket
expenses. In the fiscal year ended December 31, 1997, payments for such
management fee and reimbursement for expenses totaled approximately $1
million. Such services included, but were not necessarily limited to,
advice and assistance concerning the strategy, planning and financing of
the Company, as needed from time to time. Such arrangement with AEA
Investors was terminated in November 1997 and AEA Investors was paid a
termination fee of $2.5 million in connection therewith. The Company
receives the benefit of volume discounts for certain office services and
supplies made available to various companies associated with AEA Investors
pursuant to arrangements managed by a subsidiary of AEA Investors. Mr.
Salice currently is a director of Mettler-Toledo and a Managing Director of
AEA Investors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At the time of the Acquisition, AEA Investors and the Company entered
into a management agreement pursuant to which AEA Investors provided
management, consulting and financial services to the Company. Such services
included such areas as the preparation and evaluation of strategic,
operating, financial and capital plans and the development and
implementation of compensation and other incentive programs. The services
were provided by the executive staff of AEA Investors. In consideration of
such services, AEA Investors received an annual fee of $1.0 million, plus
reimbursement for certain expenses and indemnification against certain
liabilities. The Company believes that the terms of these management
arrangements were as favorable as could be obtained from an unaffiliated
third party. The management agreement was terminated upon consummation of
the IPO. In consideration of services by AEA Investors in arranging,
structuring and negotiating the terms of the Acquisition, the Company paid
AEA Investors a transaction fee of $5.5 million and reimbursed AEA
Investors for certain related expenses. In connection with the termination
of the management agreement, the Company paid AEA Investors $2.5 million
and reimbursed AEA Investors for certain related expenses.

Management and other employees of the Company have contributed
approximately $20 million of the equity of the Company. For information
regarding the number of shares owned each Named Executive Officer, see
"Principal and Selling Shareholders."

On October 7, 1996, in order to fund a portion of the purchase price
for the shares purchased by Mr. Spoerry, Mettler-Toledo GmbH entered into a
loan agreement with Mr. Spoerry, in the amount of SFr 1.0 million
(approximately $689,417 at December 31, 1997). The loan bears interest at a
rate of 5% and is payable upon demand, which may not be made until seven
years after the date of the loan.

<PAGE>

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock immediately prior to the
offerings and as adjusted to reflect the sale of the shares of common stock
pursuant to the offerings, by (a) each person who is known to the Company to
be the beneficial owner of more than five percent of the Company's common
stock, (b) each director of the Company, (c) each of the Named Executive
Officers, (d) all directors and executive officers of the Company as a group
and (e) each other selling shareholder participating in the offerings. Except
as otherwise indicated, the persons or entities listed below have sole voting
and investment power with respect to all shares of common stock owned by
them, except to the extent such power may be shared with a spouse.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO NUMBER OF OWNED AFTER
THE OFFERINGS SHARES THE OFFERINGS(1)
NAME OF BENEFICIAL OWNER NUMBER PERCENT(2) OFFERED NUMBER PERCENT(2)
- - ------------------------ ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
DIRECTORS:
Robert F. Spoerry(3)................... 939,480 2.42% -- 939,480 2.42%
Philip Caldwell(4)..................... 98,901 * -- 98,901 *
Reginald H. Jones...................... 46,596 * -- 46,596 *
John D. Macomber....................... 43,740 * -- 43,740 *
Laurence Z. Y. Moh..................... 356,778 * -- 356,778 *
Thomas P. Salice(4).................... 612,259 1.60% -- 612,259 1.60%
NAMED EXECUTIVE OFFICERS:
William P. Donnelly(4)(5).............. 100,545 * -- 100,545 *
Karl M. Lang(6)........................ 170,848 * -- 170,848 *
Lukas Braunschweiler(7)................ 167,848 * -- 167,848 *
John D. Robechek(4)(8)................. 156,999 * -- 156,999 *
All directors and executive officers as a
group (13 persons)(9)..................
OTHER SELLING SHAREHOLDERS:
. other selling shareholders, each of
whom is selling less than 150,000 shares
in the offerings or beneficially owns
less than 1% of the outstanding common
stock prior to the offerings........... . . . . .

- - -----------------
<FN>

* The percentage of shares of common stock beneficially owned does not
exceed one percent of the outstanding shares of common stock.

(1) Assumes no exercise of the underwriters' over-allotment options.

(2) Calculations of percentage of beneficial ownership are based on
38,376,886 shares of common stock outstanding on November 30, 1998.
Calculations assume the exercise by only the named shareholder of all
options for the purchase of common stock held by such shareholder
which are exercisable within 60 days of the date hereof.

(3) Mr. Spoerry is also a Named Executive Officer. Includes o shares of
common stock issuable upon exercise of options that are exercisable
within 60 days from the date hereof.

(4) Includes shares held by, or in trust for, members of such individual's
family for which Messrs. Caldwell, Donnelly, Salice and Robechek
disclaim beneficial ownership. Does not include shares held by AEA
Investors, of which Mr. Salice is an officer.

(5) Includes 39,010 shares of common stock issuable upon exercise of options
that are exercisable within 60 days from the date hereof.

(6) Includes 91,389 shares of common stock issuable upon exercise of options
that are exercisable within 60 days from the date hereof.

(7) Includes 91,389 shares of common stock issuable upon exercise of options
that are exercisable within 60 days from the date hereof.

(8) Includes 91,389 shares of common stock issuable upon exercise of options
that are exercisable within 60 days from the date hereof.

(9) Includes Fred Ort, who ceased to be an executive officer on April 1,
1997.

</FN>
</TABLE>

<PAGE>

DESCRIPTION OF CREDIT AGREEMENT

We have summarized some of the important provisions of our credit
agreement below. Because this is a summary, it does not contain all the
information that may be important to you. You should refer to the complete
credit agreement that we filed as an exhibit to our Form 10-K for the year
ended December 31, 1997 as well as an amendment to the credit agreement
which we filed as an exhibit to our Form 10-Q for the quarter ended
September 30, 1998.

Borrowers and Amount Borrowed

The following subsidiaries are the principal borrowers under the
credit agreement:

- Mettler-Toledo, Inc.

- Mettler-Toledo Holding AG

- Safeline Holding Company

Several other subsidiaries may borrow under the credit agreement for
limited working capital purposes. The borrowers pay interest based on an
interest rate which adjusts as LIBOR changes and the interest rate they pay
may also change each quarter based on our financial performance.

As of September 30, 1998, the total amount of borrowings by us and our
subsidiaries under the credit agreement was $351.5 million. Of this amount,
$188.8 million was borrowed as term loans and $162.7 million was borrowed
under revolving credit facilities. As of September 30, 1998, up to up to an
additional $239.2 could be borrowed under the revolving credit facility.

As of September 30, 1998, our subsidiaries had borrowings of $26.9
million under various other credit arrangements.

Term and Repayment of Loans

Borrowings under the credit agreement mature in May 2004. Starting in
1998, the term loan is being repaid quarterly. The annual repayment amounts
range from $15 million in 1998 to $40 million in 2003 (based on current
exchange rates).

We must also prepay the term loans by the following amounts (each, as
set forth in more detail in the credit agreement):

- the net proceeds from certain asset sales and debt issuances

- a specified percentage (75% or 50%) of our annual excess cash
flow

- 50% of the net proceeds from equity issuances

Guarantees and Security for Loans

We have guaranteed all borrowings under the credit agreement, except
where a guarantee would have adverse tax consequences or is prohibited by
law, and have secured this guarantee by pledging all the stock of
Mettler-Toledo, Inc.

Most of our subsidiaries have guaranteed or are direct borrowers of
obligations under the credit agreement. In addition, these subsidiaries
have pledged certain of their subsidiary stock holdings and intercompany
loan receivables and granted security interests in other assets to secure
their obligations under the credit agreement. In certain instances, such
guarantees and security are limited by legal or tax considerations.

Restrictions on the Company

The credit agreement limits the ability of the company and its
subsidiaries to:

- incur liens

- merge, consolidate or dispose of assets

- make loans or investments

- incur indebtedness

- engage in transactions with affiliates

- incur contingent obligations

- pay dividends and make other distributions

- make capital expenditures

We are also required to maintain a minimum net worth and fixed charge
coverage ratio and to keep the ratio of total debt to EBITDA below a
specified level. The credit agreement contains certain other provisions
that limit the activities of the Company and its subsidiaries.

Events of Default

If events of default under the credit agreement occur, the lenders may
accelerate all amounts due and terminate all commitments. Depending on the
type of default, the acceleration or termination may happen automatically.
Events of default include (each, as set forth in more detail in the credit
agreement):

- non-payment of principal, interest or fees

- breaches of representations or warranties by the borrowers

- failure to observe covenants

- defaults under other indebtedness

- insolvency and bankruptcy related events

- material judgments being entered against us or our subsidiaries

- the loan documents, guarantees or security interests becoming
invalid

- the occurrence of a change of control

- the occurrence of certain ERISA or environmental matters

DESCRIPTION OF CAPITAL STOCK

The following statements are brief summaries of certain provisions
with respect to the Company's capital stock which are contained in the
Amended and Restated Certificate of Incorporation and Amended By-laws,
copies of which are incorporated by reference as exhibits to the
Registration Statement of which this prospectus is a part. The following
description does not purport to be complete and is subject in all respects
to applicable Delaware law and to the provisions of the Amended and
Restated Certificate of Incorporation and Amended By-laws.

The authorized capital stock of the Company consists of 125,000,000
shares of common stock, par value $.01 per share, and 10,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock"). As of
November 30, 1998, there were 38,376,886 shares of common stock
outstanding, 4,895,319 shares of common stock issuable upon exercise of
outstanding options and no shares of Preferred Stock outstanding. As of
November 27, 1998, there were 611 holders of record of the Company's common
stock. This number excludes beneficial holders of common stock held in
"street name."

COMMON STOCK

Holders of common stock are entitled to one vote for each share held
of record on all matters to be submitted to a vote of the shareholders
(including the election of directors) and have no preemptive, subscription
or redemption rights. Holders of common stock do not have cumulative voting
rights, and therefore holders of a majority of the shares voting for the
election of directors can elect all of the directors. In such event, the
holders of the remaining shares will not be able to elect any directors.

Subject to preferences that may be applicable to any outstanding
shares of preferred stock, holders of common stock are entitled to receive
ratably such dividends, if any, as may be declared from time to time by the
Board of Directors of the Company out of funds legally available therefor.
All outstanding shares of common stock are fully paid and nonassessable. In
the event of any liquidation, dissolution or winding-up of the affairs of
the Company, holders of common stock will be entitled to share ratably in
the assets of the Company remaining after payment or provision for payment
of all of the Company's debts and obligations and liquidation payments to
holders of outstanding shares of Preferred Stock.

PREFERRED STOCK

The Board of Directors, without further shareholder authorization, is
authorized to issue shares of Preferred Stock in one or more series and to
determine and fix the rights, preferences and privileges of each series,
including dividend rights and preferences over dividends on the common
stock and one or more series of the Preferred Stock, conversion rights,
voting rights (in addition to those provided by law), redemption rights and
the terms of any sinking fund therefor, and rights upon liquidation,
dissolution or winding up, including preferences over the common stock and
one or more series of the Preferred Stock. Although the Company has no
present plans to issue any shares of Preferred Stock, the issuance of
shares of Preferred Stock, or the issuance of rights to purchase such
shares, may have the effect of delaying, deferring or preventing a change
in control of the Company or an unsolicited acquisition proposal.

CERTAIN PROVISIONS OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION, AMENDED BY-LAWS AND DELAWARE LAW

The Amended and Restated Certificate of Incorporation, Amended By-laws
and Delaware law contain provisions that could make more difficult the
acquisition of the Company by means of a tender offer, a proxy contest or
otherwise. Such provisions could have the effect of discouraging open
market purchases of the common stock because they may be considered
disadvantageous by a shareholder who desires to participate in a business
combination or elect a new director.

Section 203 of Delaware Law. The Company is a Delaware corporation and
is subject to Section 203 ("Section 203") of the Delaware General
Corporation Law (the "DGCL"). In general, Section 203 prevents an
"interested stockholder" (defined as a person who, together with affiliates
and associates, beneficially owns, or if an affiliate or associate of the
corporation did beneficially own within the last three years, 15% or more
of a corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years
following the time such person became an interested stockholder unless (i)
before such person became an interested stockholder, the board of directors
of the corporation approved the transaction in which the interested
stockholder became an interested stockholder or approved the business
combination; (ii) upon consummation of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding shares owned
by persons who are both officers and directors of the corporation, and
shares held by certain employee stock ownership plans in which employee
participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange
offer); or (iii) following the transaction in which such person became an
interested stockholder, the business combination is approved by the board
of directors of the corporation and authorized at a meeting of stockholders
by the affirmative vote of the holders of at least two-thirds of the
outstanding voting stock of the corporation not owned by the "interested
stockholder." A "business combination" generally includes mergers, stock or
asset sales involving 10% or more of the market value of the corporation's
assets or stock, certain stock transactions and certain other transactions
resulting in a financial benefit to the interested stockholder or an
increase in their proportionate share of any class or series of a
corporation. The existence of Section 203 of the DGCL could have the effect
of discouraging an acquisition of the Company or stock purchasers in
furtherance of an acquisition.

Limitation on Directors' Liabilities and Indemnification. The Amended
and Restated Certificate of Incorporation provides that to the fullest
extent permitted by the DGCL as it currently exists, a director of the
Company shall not be liable to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director. Under the current DGCL,
liability of a director may not be limited (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases and (iv) for any
transaction from which the director derives an improper personal benefit.
The effect of this provision of the Company's Amended and Restated
Certificate of Incorporation is to eliminate the rights of the Company and
its shareholders (through shareholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
in clauses (i) through (iv) above. The provision does not exonerate the
directors from liability under federal securities laws or limit or
eliminate the rights of the Company or any stockholder to seek non-monetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care. In addition, the Amended By-laws provide that the
Company shall indemnify its directors, officers, employees and agents to
the fullest extent permitted by the DGCL.

Advance Notice for Shareholder Nomination of Directors and Shareholder
Proposals. The Amended By-laws establish an advance notice procedure with
regard to the nomination, other than by or at the direction of the Board of
Directors or a committee thereof, of candidates for election as directors
(the "Nomination Procedure") and with regard to other matters to be brought
by shareholders before an annual meeting of shareholders of the Company
(the "Business Procedure").

The Nomination Procedure requires that a shareholder give prior
written notice, in proper form, of a planned nomination for the Board of
Directors to the Secretary of the Company. The requirements as to the form
and timing of that notice are specified in the Amended By-laws. If the
Chairman of the Board of Directors determines that a person was not
nominated in accordance with the Nomination Procedure, such person will not
be eligible for election as a director. Under the Business Procedure, a
shareholder seeking to have any business conducted at an annual meeting
must give prior written notice, in proper form, to the Secretary of the
Company. The requirements as to the form and timing of that notice are
specified in the Amended By-laws. If the Chairman of the Board of Directors
determines that the other business was not properly brought before such
meeting in accordance with the Business Procedure, such business will not
be conducted at such meeting.

Although the Amended By-laws do not give the Board of Directors any
power to approve or disapprove shareholder nominations for the election of
directors or of any business desired by shareholders to be conducted at an
annual meeting, the Amended By-laws (i) may have the effect of precluding a
nomination for the election of directors or precluding the conduct of
business at a particular annual meeting if the proper procedures are not
followed or (ii) may discourage or deter a third party from conducting a
solicitation of proxies to elect its own slate of directors or otherwise
attempting to obtain control of the Company, even if the conduct of such
solicitation or such attempt might be beneficial to the Company and its
shareholders.

REGISTRATION RIGHTS

Holders of the Company's common stock that purchased shares prior to
the IPO have rights to require the Company to register such shares of
common stock for resale pursuant to subscription agreements pursuant to
which they acquired their shares. Upon the request of persons owning at
least 25% of the sum of all outstanding shares of common stock which are
then "restricted securities" (as defined in the Company's registration
rights agreements) and which have a value of at least $5,000,000, the
Company is required to register the sale of such securities, subject to
certain limitations and requirements. The Company is not required to file
any registration statement within six months of the effective date of any
earlier registration statement and is not required to file more than three
registration statements pursuant to such requests. In addition, under
certain circumstances, should the Company file a registration statement
with the Securities and Exchange Commission registering shares of the
common stock of the Company, the owners of restricted securities would be
entitled to include their restricted securities in such registration.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is ChaseMellon
Shareholder Services L.L.C.

SHARES ELIGIBLE FOR FUTURE SALE

As of November 30, 1998, the Company had 38,376,886 shares of common
stock outstanding. Except to the extent such shares are subject to the
agreement with the underwriters described below, shares of common stock are
freely tradable without restriction or further registration under the
Securities Act of 1933, unless held by an "affiliate," of the Company as
that term is defined in the Securities Act, which shares will be subject to
the resale limitations of Rules 144 and 145 under the Securities Act of
1933.

In general, under Rules 144 and 145 as currently in effect, a
shareholder (or shareholders whose shares are aggregated) who is an
"affiliate" of the Company is entitled to sell within any three-month
period a number of shares that does not exceed the greater of one percent
of the outstanding common stock or the average weekly trading volume in the
common stock during the four calendar weeks preceding the date on which
notice of such sale is filed pursuant to Rule 144. The holder may only sell
such shares through unsolicited brokers' transactions. Sales under Rules
144 and 145 are also subject to certain provisions regarding the manner of
sale, notice requirements and the availability of current public
information about the Company. A shareholder (or shareholders whose shares
are aggregated) who is not an affiliate of the Company for at least 90 days
prior to a proposed transaction is entitled to sell such shares under Rule
144 without regard to the limitations described above.

Notwithstanding the foregoing, in connection with the offerings, the
Company, the Company's executive officers and directors and the selling
shareholders, who will collectively hold, after the offerings, o shares of
common stock (assuming no exercise of the underwriters' over-allotment
options) will agree, subject to certain exceptions, not to directly or
indirectly (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase any option or contract to sell, grant any option,
right or warrant for the sale of, or otherwise dispose of or transfer any
shares of common stock or any securities convertible into or exchangeable
or exercisable for common stock, or file any registration statement under
the Securities Act of 1933 with respect to any of the foregoing or (ii)
enter into any swap or other agreement or any transaction that transfers,
in whole or in part, directly or indirectly, the economic consequence of
ownership of the common stock whether any such swap or transaction is to be
settled by delivery of common stock or other securities, in cash or
otherwise, without the prior written consent of Merrill Lynch, Pierce,
Fenner & Smith Incorporated on behalf of the underwriters for a period of
90 days after the date of this prospectus, other than (i) the sale to the
underwriters of the shares of common stock in connection with the
offerings, (ii) upon the exercise of outstanding stock options, (iii) the
issuance of options pursuant to our stock option plan, or (iv) the filing
of a registration statement on Form S-8 under the Securities Act of 1933
relating to common stock of the Company issued pursuant to our stock option
plan. Certain other shareholders, who collectively hold a total of
shares, have similarly agreed not to dispose of or transfer shares without
the Company's consent until March 1, 1999.

The Company has filed a registration statement on Form S-8 (Reg. No.
333-52661) under the Securities Act of 1933 to register 6,368,445 shares of
common stock which are reserved for issuance under its stock option plan.
The Form S-8 includes, in some cases, shares for which an exemption under
Rule 144 or Rule 701 under the Securities Act of 1933 would also be
available, thus permitting the resale of shares issued under the Company's
stock option plan by non-affiliates in the public market, without
restriction under the Securities Act of 1933. Such registration statement
became effective immediately upon filing whereupon shares registered
thereunder became eligible for sale in the public market, subject to
vesting and, in certain cases, subject to the lock-up agreements described
above. At the date of this prospectus, options to purchase for, 4,895,319
shares of common stock are outstanding under our stock option plan.

CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
FOR NON-UNITED STATES HOLDERS

The following is a general discussion of certain U.S. federal income
and estate tax consequences of the ownership and disposition of common
stock applicable to Non-U.S. Holders of such common stock. A "Non-U.S.
Holder" is a person other than:

- any individual who is a citizen or resident of the United States,

- a corporation, partnership or other entity created or organized
in the United States or under the laws of the United States or of
any state (other than any partnership treated as foreign under
U.S. Treasury regulations),

- an estate whose income is includable in gross income for United
States federal income tax purposes regardless of source, or

- a trust subject to the primary supervision of a court within the
United States and the control one or more U.S. persons.

An individual may, subject to certain exceptions, be deemed to be a
resident alien (as opposed to a non-resident alien) by virtue of being
present in the United States for at least 31 days in the calendar year and
for an aggregate of at least 183 days during a three-year period ending in
the current calendar year (counting for such purposes all of the days
present in the current year, one-third of the days present in the
immediately preceding year, and one-sixth of the days present in the second
preceding year). Resident aliens are subject to tax as if they were U.S.
citizens.

This discussion does not consider specific facts and circumstances
that may be relevant to a particular Non-U.S. Holder's tax position
(including the fact that in the case of a Non-U.S. Holder that is a
partnership, the U.S. tax consequences of holding and disposing of shares
of common stock may be affected by certain determinations made at the
partner level) and does not consider U.S. state and local or non-U.S. tax
consequences. This discussion also does not consider the tax consequences
for any person who is a shareholder, partner or beneficiary of a holder of
the common stock. Further, it does not consider Non-U.S. Holders subject to
special tax treatment under the federal tax laws (including but not limited
to banks and insurance companies, dealers in securities, traders in
securities that elect mark-to-market accounting treatment and holders of
securities held as part of a "straddle," "hedge," or "conversion
transaction"). The following discussion is based on provisions of the U.S.
Internal Revenue Code of 1986, as amended (the "Code"), the applicable
Treasury regulations promulgated and proposed thereunder, and
administrative and judicial interpretations as of the date hereof, all of
which are subject to change either retroactively or prospectively. The
following summary is included herein for general information. ACCORDINGLY,
EACH PROSPECTIVE NON-U.S. HOLDER IS URGED TO CONSULT A TAX ADVISOR WITH
RESPECT TO THE U.S. FEDERAL TAX CONSEQUENCES OF HOLDING AND DISPOSING OF
COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS
OF ANY U.S. STATE, LOCAL OR OTHER U.S. OR NON-U.S. TAXING JURISDICTION.

DIVIDENDS

In general, dividends paid to a Non-U.S. Holder of common stock will
be subject to withholding of U.S. federal income tax at a 30% rate or such
lower rate as may be specified by an applicable income tax treaty. Non-U.S.
Holders should consult their tax advisors regarding their entitlement to
benefits under a relevant income tax treaty.

Dividends that are effectively connected with a Non-U.S. Holder's
conduct of a trade or business in the United States or, if an income tax
treaty applies, attributable to a permanent establishment, or, in the case
of an individual, a "fixed base," in the United States ("U.S. trade or
business income") are generally subject to U.S. federal income tax on a net
income basis at regular graduated rates, but are not generally subject to
the 30% withholding tax if the Non-U.S. Holder files the appropriate U.S.
Internal Revenue Service ("IRS") form with the payor (which form, under
U.S. Treasury regulations generally effective for payments made after
December 31, 1999 (the "Final Regulations"), in certain circumstances may
require the Non-U.S. Holder to provide a U.S. taxpayer identification
number). Any U.S. trade or business income received by a Non-U.S. Holder
that is a corporation may also, under certain circumstances, be subject to
an additional "branch profits tax" at a 30% rate or such lower rate as may
be specified by an applicable income tax treaty.

Under currently applicable U.S. Treasury regulations, dividends paid
to an address in a foreign country are presumed (absent actual knowledge to
the contrary) to be paid to a resident of such country for purposes of the
withholding discussed above and for purposes of determining the
applicability of a tax treaty rate. Under the Final Regulations, however, a
Non-U.S. Holder of common stock who wishes to claim the benefit of an
applicable treaty rate generally will be required to satisfy applicable
certification and other requirements. In addition, under the Final
Regulations, in the case of common stock held by a foreign partnership, (x)
the certification requirement will generally be applied to the partners of
the partnership and (y) the partnership will be required to provide certain
information, including a United States taxpayer identification number. The
Final Regulations also provide look-through rules for tiered partnerships.

A Non-U.S. Holder of common stock that is eligible for a reduced rate
of U.S. withholding tax pursuant to an income tax treaty may obtain a
refund of any excess amounts withheld by filing an appropriate claim for a
refund with the IRS.

DISPOSITION OF COMMON STOCK

A Non-U.S. Holder generally will not be subject to U.S. federal income
tax in respect of gain recognized on a disposition of common stock unless:

- the gain is U.S. trade or business income (in which case, the
branch profits tax described above may also apply to a corporate
Non-U.S. Holder),

- the Non-U.S. Holder is an individual who holds the common stock
as a capital asset within the meaning of Section 1221 of the
Code, is present in the United States for 183 or more days in the
taxable year of the disposition and meets certain other
requirements,

- the Non-U.S. Holder is subject to tax pursuant to the provision
of the U.S. tax law applicable to certain United States
expatriates, or

- the Company is or has been a "U.S. real property holding
corporation" for federal income tax purposes at any time during
the shorter of the five-year period ending on the date of
disposition and such period that the common stock was held.

The tax with respect to stock in a "U.S. real property holding corporation"
does not apply to a Non-U.S. Holder whose holdings, direct and indirect, at
all times during the applicable period, constitute 5% or less of the common
stock, provided that the common stock is regularly traded on an established
securities market. Generally, a corporation is a "U.S. real property holding
corporation" if the fair market value of its "U.S. real property interests"
equals or exceeds 50% of the sum of the fair market value of its worldwide
real property interests plus its other assets used or held for use in a trade
or business. The Company is not, and does not anticipate becoming, a "U.S.
real property holding corporation" for U.S. federal income tax purposes.

FEDERAL ESTATE TAXES

Common stock owned or treated as owned by an individual who is a
Non-U.S. Holder at the time of death will be included in the individual's
gross estate for U.S. federal estate tax purposes, unless an applicable
estate tax treaty provides otherwise. Such individual's estate may be
subject to U.S. federal estate tax on the property includable in the gross
estate for U.S. federal estate tax purposes.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING TAX

Under U.S. Treasury Regulations, the Company may be required to report
annually to the IRS and to each Non-U.S. Holder the amount of dividends
paid to such holder and any tax withheld with respect to such dividends.
The information reporting requirements apply regardless of whether
withholding is required. Copies of the information returns reporting such
dividends and withholding may also be made available to the tax authorities
in the country in which the Non U.S.-Holder is a resident under the
provisions of an applicable income tax treaty or agreement.

Under certain circumstances, the IRS requires "information reporting"
and "backup withholding" at a rate of 31% with respect to certain payments
on common stock. Under currently applicable law, Non-U.S. Holders of common
stock generally will be exempt from IRS reporting requirements and U.S.
backup withholding with respect to dividends payable on common stock. Under
the Final Regulations, however, a Non-U.S Holder of common stock that fails
to certify its Non-U.S. Holder status in accordance with the requirements
of the Final Regulations may be subject to U.S. backup withholding at a
rate of 31% on payments of dividends.

The payment of the proceeds of the disposition of common stock by a
holder to or through the U.S. office of a broker or through a non-U.S.
branch of a U.S. broker generally will be subject to information reporting
and backup withholding at a rate of 31% unless the holder either certifies
its status as a Non-U.S. Holder under penalties of perjury or otherwise
establishes an exemption. The payment of the proceeds of the disposition by
a Non-U.S. Holder of common stock to or through a non-U.S. office of a
non-U.S. broker will not be subject to backup withholding or information
reporting unless the non-U.S. broker has certain U.S. relationships. In the
case of the payment of proceeds from the disposition of common stock
effected by a foreign office of a broker that is a U.S. person or a "U.S.
related person," existing regulations require information reporting (but
currently not backup withholding) on the payment unless the broker receives
a statement from the owner, signed under penalty of perjury, certifying its
non-U.S. status or the broker has documentary evidence in its files as to
the Non-U.S. Holder's foreign status and the broker has no actual knowledge
to the contrary. For this purpose, a "U.S. related person" is:

- a "controlled foreign corporation" for U.S. federal income tax
purposes, or

- a foreign person 50% or more of whose gross income from all
sources for the three-year period ending with the close of its
taxable year preceding the payment (or for such part of the
period that the broker has been in existence) is derived from
activities that are effectively connected with the conduct of a
U.S. trade or business.

Under the Final Regulations, the payment of the proceeds of the
disposition by a Non-U.S. Holder of common stock to or through a broker
having certain enumerated connections with the United States may be subject
to information reporting and backup withholding at a rate of 31% unless
certain IRS certification requirements are satisfied or an exemption is
otherwise established. Prospective Non-U.S. Holders should consult with
their own tax advisors regarding the application of the Final Regulations
to their particular circumstances.

Any amounts withheld under the backup withholding rules from a payment
to a Non-U.S. Holder will be refunded (or credited against the holder's
U.S. federal income tax liability, if any) provided that the required
information is furnished to the IRS.

<PAGE>

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
and _______ are acting as underwriters (the "U.S. Underwriters") for the
U.S. offering. Subject to the terms and conditions set forth in a U.S.
purchase agreement (the "U.S. Purchase Agreement") among the Company, the
selling shareholders and the U.S. Underwriters, and concurrently with the
sale of 1,130,000 shares of common stock to the International Managers (as
defined below), the selling shareholders have agreed to sell to the U.S.
Underwriters, and each of the U.S. Underwriters severally and not jointly
has agreed to purchase from the selling shareholders the number of shares
of common stock set forth opposite its name below.

U.S. UNDERWRITER NUMBER OF SHARES

Merrill Lynch, Pierce, Fenner & Smith
Incorporated ....................... -----------

Total ....................... 4,520,000
===========

The Company and the selling shareholders have also entered into an
international purchase agreement (the "International Purchase Agreement")
with certain underwriters outside the United States and Canada (the
"International Managers" and, together with the U.S. Underwriters, the
"Underwriters") for whom Merrill Lynch International, and ________ are
acting as lead managers (the "Lead managers"). Subject to the terms and
conditions set forth in the International Purchase Agreement, and
concurrently with the sale of 4,520,000 shares of common stock to the U.S.
Underwriters pursuant to the U.S. Purchase Agreement, the selling
shareholders have agreed to sell to the International Managers, and the
International Managers severally have agreed to purchase from the selling
shareholders, an aggregate of 1,130,000 shares of common stock. The initial
public offering price per share and the total underwriting discount per
share of common stock are identical under the U.S. Purchase Agreement and
the International Purchase Agreement.

The selling shareholders have granted options to the U.S.
Underwriters, exercisable for 30 days after the date of this prospectus, to
purchase up to an aggregate of 678,000 additional shares of common stock at
the initial public offering price set forth on the cover page of this
prospectus, less the underwriting discount. The U.S. Underwriters may
exercise these options solely to cover over-allotments, if any, made on the
sale of the common stock offered hereby. To the extent that the U.S.
Underwriters exercise these options, each U.S. Underwriter will be
obligated, subject to certain conditions, to purchase a number of
additional shares of common stock proportionate to such U.S. Underwriter's
initial amount reflected in the foregoing table. The selling shareholders
also have granted options to the International Managers, exercisable for 30
days after the date of this prospectus, to purchase up to an aggregate of
169,500 additional shares of common stock to cover over-allotments, if any,
on terms similar to those granted to the U.S. Underwriters.

The following table shows the per share and total underwriting
discounts and commissions to be paid by the selling shareholders to the
Underwriters. This information is presented assuming either no exercise or
full exercise by the Underwriters of their over-allotment options.

Without
Per Share Option With Option
Public Offering Price.............. $ $ $
Underwriting Discount.............. $ $ $
Proceeds, before expenses, to the
Selling Shareholders............... $ $ $

The Underwriters have agreed to pay certain expenses of the Company incurred
in connection with the offerings estimated at $ .

The shares of common stock are being offered by the several
Underwriters, subject to prior sale, when, as and if issued to and accepted
by them, subject to approval of certain legal matters by counsel for the
Underwriters and certain other conditions. The Underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in
whole or in part.

In the U.S. Purchase Agreement and the International Purchase
Agreement, the several U.S. Underwriters and the several International
Managers, respectively, have agreed, subject to the terms and conditions
set forth therein, to purchase all of the shares of common stock being sold
pursuant to each such agreement if any of the shares of common stock being
sold pursuant to such agreement are purchased. Under certain circumstances,
under the U.S. Purchase Agreement and the International Purchase Agreement,
the commitments of non-defaulting Underwriters may be increased. The
closings with respect to the sale of shares of common stock to be purchased
by the U.S. Underwriters and the International Managers are conditioned
upon one another.

The U.S. Underwriters have advised the Company and the selling
shareholders that the U.S. Underwriters propose initially to offer the
shares of common stock to the public at the initial public offering price
set forth on the cover page of this prospectus, and to certain dealers at
such price less a concession not in excess of $ per share of common
stock. The U.S. Underwriters may allow, and such dealers may reallow, a
discount not in excess of $ per share of common stock on sales to certain
other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.

The Company, the Company's executive officers and directors and the
selling shareholders, who will collectively hold, after the offerings,
shares of common stock (assuming no exercise of the Underwriters'
over-allotment options) have agreed, subject to certain exceptions, not to
directly or indirectly (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant for the sale of or otherwise dispose of
or transfer any shares of common stock or securities convertible into or
exchangeable or exercisable for common stock or file a registration
statement under the Securities Act with respect to the foregoing or (ii)
enter into any swap or other agreement that transfers, in whole or in part,
the economic consequence of ownership of the common stock whether any such
swap or transaction is to be settled by delivery of common stock or other
securities, in cash or otherwise, without the prior written consent of
Merrill Lynch on behalf of the Underwriters for a period of 90 days after
the date of this prospectus. Certain other shareholders, who collectively
hold a total of shares, have similarly agreed not to dispose of or
transfer shares without the Company's consent until March 1, 1999. See
"Shares Eligible for Future Sale."

The U.S. Underwriters and the International Managers have entered into
an intersyndicate agreement (the "Intersyndicate Agreement") that provides
for the coordination of their activities. Pursuant to the Intersyndicate
Agreement, the U.S. Underwriters and the International Managers are
permitted to sell shares of common stock to each other for purposes of
resale at the initial public offering price, less an amount not greater
than the selling concession. Under the terms of the Intersyndicate
Agreement, the U.S. Underwriters and any dealer to whom they sell shares of
common stock will not offer to sell or sell shares of common stock to
persons who are non-U.S. or non-Canadian persons or to persons they believe
intend to resell to persons who are non-U.S. or non-Canadian persons, and
the International Managers and any dealer to whom they sell shares of
common stock will not offer to sell or sell shares of common stock to U.S.
persons or to Canadian persons or to persons they believe intend to resell
to U.S. or Canadian persons, except in the case of transactions pursuant to
the Intersyndicate Agreement.

The Company and the selling shareholders have agreed to indemnify the
U.S. Underwriters and the International Managers against certain
liabilities, including certain liabilities under the Securities Act, or to
contribute to payments the U.S. Underwriters and the International Managers
may be required to make in respect thereof.

Until the distribution of the common stock is completed, rules of the
SEC may limit the ability of the Underwriters and certain selling group
members to bid for and purchase the common stock. As an exception to these
rules, the U.S. Underwriters are permitted to engage in certain
transactions that stabilize the price of the common stock. Such
transactions consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the common stock.

If the Underwriters create a short position in the common stock in
connection with the offerings, i.e., if they sell more shares of common
stock than are set forth on the cover page of this prospectus, the U.S.
Underwriters may reduce that short position by purchasing common stock in
the open market. The U.S. Underwriters may also elect to reduce any short
position by exercising all or part of the over-allotment option described
above.

The U.S. Underwriters may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the U.S.
Underwriters purchase shares of common stock in the open market to reduce
the Underwriters' short position or to stabilize the price of the common
stock, they reclaim the amount of the selling concession from the
Underwriters and selling group members who sold those shares as part of the
offerings.

In general, purchases of a security for the purpose of stabilization
or to reduce a short position could cause the price of the security to be
higher than it might be in the absence of such purchases. The imposition of
a penalty bid might also have an effect on the price of the common stock to
the extent that it discourages resales of common stock.

None of the Company, the selling shareholders nor any of the
Underwriters makes any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on
the price of the common stock. In addition, none of the Company, the
selling shareholders nor any of the Underwriters makes any representation
that the U.S. Underwriters will engage in such transactions or that such
transactions, once commenced, will not be discontinued without notice.

The Underwriters have from time to time provided investment banking
financial advisory services to the Company and AEA Investors and its
affiliates, for which they have received customary compensation, and may
continue to do so in the future. Merrill Lynch served as lead manager of
the offering of senior subordinated notes of the Company in October 1996,
Merrill Lynch served as the Arranger and Documentation Agent in connection
with the Company's previous credit facility and the credit agreement for
which they received customary compensation. Merrill Lynch and its
affiliates were lenders under the Company's previous credit facility and
are lenders under the credit agreement. Merrill Lynch acted as an
underwriter in connection with the Company's IPO.

LEGAL MATTERS

Certain legal matters with respect to the validity of the common stock
offered hereby will be passed upon for the Company by Fried, Frank, Harris,
Shriver & Jacobson (a partnership including professional corporations),
London, England. Certain legal matters relating to the offerings will be
passed upon for the Underwriters by Debevoise & Plimpton, New York, New
York. Certain partners of Fried, Frank, Harris, Shriver & Jacobson own
common stock of the Company.

INDEPENDENT AUDITORS

The consolidated financial statements of Mettler-Toledo International
Inc. and subsidiaries (as defined in Note 1 to the audited consolidated
financial statements included as part of this prospectus) as of December
31, 1996 and 1997 and for the year ended December 31, 1995, for the period
January 1, 1996 to October 14, 1996, for the period October 15, 1996 to
December 31, 1996 and for the year ended December 31, 1997, included herein
and incorporated in this prospectus by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, have been audited
by KPMG Fides Peat, independent auditors, as set forth in their reports
appearing elsewhere and have been so included and incorporated in reliance
upon such reports given upon the authority of such firm as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 with respect to the
common stock offered hereby under the Securities Act. This prospectus,
which constitutes part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement, certain items
of which are omitted as permitted by the rules and regulations of the
Commission. For further information pertaining to Mettler-Toledo and the
common stock offered hereby, please see the Registration Statement,
including the exhibits thereto and the financial statements, notes and
schedules filed as a part thereof. Statements contained in this prospectus
regarding the contents of any contract or other document referred to herein
or therein are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to
the Registration Statement or such other document, each such statement
being qualified in all respects by such reference.

We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, we file reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information, as well
as the Registration Statement and the exhibits and schedules thereto, may
be inspected, without charge, at the public reference facility maintained
by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Seven World Trade Center, New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material may also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such materials can also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005 or on the Commission's site on the Internet at
http://www.sec.gov. You can call the SEC at 1-800-SEC-0330 for further
information on its public reference facilities.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission
pursuant to the Exchange Act (File No. 0-22493) are incorporated herein by
reference:

(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended by Amendment No. 1 to the Company's Annual
Report on Form 10-K, filed o, 1998;

(2) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1998; and

(3) The description of the common stock contained in the Company's
Registration Statement on Form 8-A, as amended, filed with the Commission
on December 16, 1997, which incorporates by reference the description of
the Company's common stock contained in its Registration Statement, as
amended, on Form S-1 (Reg. No. 333-35597) filed with the Commission on
November 10, 1997.

All other documents filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this prospectus and prior to the termination of these offerings
shall be deemed to be incorporated by reference herein and to be a part
hereof from the respective dates of the filing of such reports and
documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.

Upon request, we will provide without charge to any person to whom
this prospectus is delivered, a copy of any and all information
incorporated by reference in this prospectus, other than exhibits to such
information (unless such exhibits are specifically incorporated by
reference in such documents). If you wish to request information that has
been incorporated by reference, please direct your request to William P.
Donnelly, Mettler-Toledo International Inc., Im Langacher, P.O. Box MT-100,
CH-8606 Greifensee, Switzerland (telephone 011-41-1-944-22-11).

<PAGE>

METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE

AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report...............................................F-2
Consolidated Balance Sheets as of December 31, 1996 and 1997...............F-3
Consolidated Statements of Operations for the year ended December
31, 1995 and for the period January 1, 1996 to October 14, 1996
and for the period October 15, 1996 to December 31, 1996 and
for the year ended December 31, 1997.....................................F-4
Consolidated Statements of Changes in Net Assets / Shareholders'
Equity for the year ended December 31, 1995 and for the period
January 1, 1996 to October 14, 1996 and for the period October
15, 1996 to December 31, 1996 and for the year ended December
31, 1997.................................................................F-5
Consolidated Statements of Cash Flows for the year ended December
31, 1995 and for the period January 1, 1996 to October 14, 1996
and for the period October 15, 1996 to December 31, 1996 and
for the year ended December 31, 1997.....................................F-6
Notes to Consolidated Financial Statements.................................F-7

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS:
Interim Consolidated Balance Sheets as of December 31, 1997 and
September 30, 1998......................................................F-26
Interim Consolidated Statements of Operations for the nine months
ended September 30, 1997 and 1998.......................................F-27
Interim Consolidated Statements of Shareholders' Equity for the
nine months ended September 30, 1997 and 1998...........................F-28
Interim Consolidated Statements of Cash Flows for the nine months
ended September 30, 1997 and 1998.......................................F-29
Notes to the Interim Consolidated Financial Statements....................F-30

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Mettler-Toledo International Inc.

We have audited the accompanying consolidated balance sheets of
Mettler-Toledo International Inc. (formerly "MT Investors Inc.") and
subsidiaries (as defined in Note 1 to the consolidated financial statements)
as of December 31, 1996 and 1997, and the related consolidated statements of
operations, net assets / shareholders' equity and cash flows for the year
ended December 31, 1995 and for the period January 1, 1996 to October 14,
1996, the Predecessor periods, and for the period October 15, 1996 to
December 31, 1996, and for the year ended December 31, 1997, the Successor
periods. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Mettler-Toledo International Inc. and subsidiaries as of December 31, 1996
and 1997, and the consolidated results of their operations and their cash
flows for the year ended December 31, 1995 and for the period January 1, 1996
to October 14, 1996, the Predecessor periods, and for the period October 15,
1996 to December 31, 1996, and for the year ended December 31, 1997, the
Successor periods, in conformity with generally accepted accounting
principles in the United States of America.

As more fully described in Note 1 to the consolidated financial statements,
Mettler-Toledo International Inc. acquired the Mettler-Toledo Group as of
October 15, 1996 in a business combination accounted for as a purchase. As a
result of the acquisition, the consolidated financial statements for the
Successor periods are presented on a different basis of accounting than that
of the Predecessor periods, and therefore are not directly comparable.

KPMG Fides Peat

Zurich, Switzerland
February 6, 1998

<TABLE>
<CAPTION>
METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

SUCCESSOR SUCCESSOR
------------ ------------
DECEMBER 31, DECEMBER 31,
1996 1997
------------ ------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents................................ $ 60,696 $ 23,566
Trade accounts receivable, less allowances of $8,388 in
1996 and $7,669 in 1997................................ 151,161 153,619
Inventories.............................................. 102,526 101,047
Deferred taxes........................................... 7,565 7,584
Other current assets and prepaid expenses................ 17,268 24,066
----------- -----------
Total current assets................................... 339,216 309,882
Property, plant and equipment, net......................... 255,292 235,262
Excess of cost over net assets acquired, net of
accumulated amortization of $982 in 1996 and $6,427 in
1997..................................................... 135,490 183,318
Non-current deferred taxes................................. 3,916 5,045
Other assets............................................... 37,974 15,806

----------- -----------
Total assets........................................... $ 771,888 $ 749,313
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable................................... $ 32,797 $ 39,342
Accrued and other liabilities............................ 79,857 80,844
Accrued compensation and related items................... 35,457 43,214
Taxes payable............................................ 17,580 33,267
Deferred taxes........................................... 9,132 10,486
Short-term borrowings and current maturities of
long-term debt......................................... 80,446 56,430
----------- -----------
Total current liabilities.............................. 255,269 263,583
Long-term debt............................................. 373,758 340,334
Non-current deferred taxes................................. 30,467 25,437
Other non-current liabilities.............................. 96,810 91,011
----------- -----------
Total liabilities...................................... 756,304 720,365
Minority interest.......................................... 3,158 3,549
Shareholders' equity:
Preferred stock, $0.01 par value per share; authorized
10,000,000 shares...................................... -- --
Common stock, $0.01 par value per share; authorized
125,000,000 shares; issued 38,336,014 (excluding
64,467 shares held in treasury) at December 31, 1997... -- 383
Class A, B and C common stock, $0.01 par value per
share; authorized 2,775,976 shares; issued 2,438,514
at December 31, 1996................................... 25 --
Additional paid-in capital............................... 188,084 284,630
Accumulated deficit...................................... (159,046) (224,152)
Currency translation adjustment.......................... (16,637) (35,462)
----------- -----------
Total shareholders' equity............................. 12,426 25,399

----------- -----------
Commitments and contingencies..............................
Total liabilities and shareholders' equity................. $ 771,888 $ 749,313
=========== ===========

See the accompanying notes to the consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

PREDECESSOR SUCCESSOR
----------------------------- -------------------------------
FOR THE PERIOD FOR THE PERIOD
JANUARY 1, OCTOBER 15,
YEAR ENDED 1996 TO 1996 TO YEAR ENDED
DECEMBER 31, OCTOBER 14, DECEMBER 31, DECEMBER 31,
1995 1996 1996 1997
------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales ........................ $ 850,415 $ 662,221 $ 186,912 $ 878,415
Cost of sales .................... 508,089 395,239 136,820 493,480
------------- --------------- --------------- ---------------
Gross profit ................... 342,326 266,982 50,092 384,935
Research and development ......... 54,542 40,244 9,805 47,551
Selling, general and
administrative.................. 248,327 186,898 59,353 260,397
Amortization ..................... 2,765 2,151 1,065 6,222
Purchased research and development -- -- 114,070 29,959
Interest expense ................. 18,219 13,868 8,738 35,924
Other charges (income), net ...... (9,331) (1,332) 17,137 10,834
------------- --------------- --------------- ---------------
Earnings (loss) before taxes,
minority interest and
extraordinary items ........ 27,804 25,153 (160,076) (5,952)
Provision for taxes .............. 8,782 10,055 (938) 17,489
Minority interest ................ 768 637 (92) 468
------------- --------------- --------------- ---------------
Net earnings (loss) before
extraordinary items ........ 18,254 14,461 (159,046) (23,909)
Extraordinary items-
debt extinguishments, net of tax -- -- -- (41,197)
------------- --------------- --------------- ---------------
Net earnings (loss) ............ $ 18,254 $ 14,461 $ (159,046) $ (65,106)
============= =============== =============== ===============
Basic and diluted loss per common
share:
Loss before extraordinary ....
items $ (5.18) $ (0.76)
Extraordinary items .......... (1.30)
--------------- ---------------
Net loss ..................... $ (5.18) $ (2.06)
=============== ===============
Weighted average number of
common shares .............. 30,686,065 31,617,071

See the accompanying notes to the consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS / SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT PER SHARE DATA)

PREDECESSOR
------------------------------------
YEAR ENDED DECEMBER 31, 1995 AND FOR
THE PERIOD JANUARY 1, 1996 TO
OCTOBER 14, 1996
------------------------------------
CURRENCY
CAPITAL TRANSLATION
EMPLOYED ADJUSTMENT TOTAL
---------- -------------- ----------
<S> <C> <C> <C>
Net assets at December 31, 1994....................... $218,129 $ 10,065 $228,194
Capital transactions with Ciba and affiliates......... (73,779) -- (73,779)
Net earnings.......................................... 18,254 -- 18,254
Change in currency translation adjustment............. -- 20,585 20,585
---------- -------------- ----------
Net assets at December 31, 1995....................... 162,604 30,650 193,254
Capital transactions with Ciba and affiliates......... (88,404) -- (88,404)
Net earnings.......................................... 14,461 -- 14,461
Change in currency translation adjustment............. -- (6,538) (6,538)
---------- -------------- ----------
Net assets at October 14, 1996........................ $88,661 $ 24,112 $112,773
========== ============== ==========
<CAPTION>

SUCCESSOR
-----------------------------------------------------------------------
FOR THE PERIOD FROM OCTOBER 15, 1996 TO DECEMBER 31, 1996
AND FOR THE YEAR ENDED DECEMBER 31, 1997
-----------------------------------------------------------------------
COMMON STOCK
ALL CLASSES ADDITIONAL CURRENCY
-------------------- PAID-IN ACCUMULATED TRANSLATION
SHARES AMOUNT CAPITAL DEFICIT ADJUSTMENT TOTAL
---------- ----------- ------------ ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at October 1,000 $ 1 $ -- $ -- $ -- $ 1
15, 1996...........
New issuance of Class
A and C shares..... 2,437,514 24 188,084 -- -- 188,108
Net loss............. -- -- -- (159,046) -- (159,046)
Change in currency
translation
adjustment......... -- -- -- -- (16,637) (16,637)
---------- --------- ---------- ----------- ----------- --------
Balance at December
31, 1996........... 2,438,514 25 188,084 (159,046) (16,637) 12,426
New issuance of Class
A and C shares..... 3,857 -- 300 -- -- 300
Purchase of Class A
and C treasury stock (5,123) (1) (668) -- -- (669)
Common stock
conversion......... 28,232,099 282 (282) -- -- --
Proceeds from stock
offering........... 7,666,667 77 97,196 -- -- 97,273
Net loss............. -- -- -- (65,106) -- (65,106)
Change in currency
translation
adjustment......... -- -- -- -- (18,825) (18,825)
---------- --------- ---------- ----------- ----------- --------
Balance at December
31, 1997........... 38,336,014 $ 383 $284,630 $(224,152) $(35,462) $25,399
========== ========= ========== =========== ============ ========

See the accompanying notes to the consolidated financial statements
</TABLE>

<PAGE>

METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

PREDECESSOR SUCCESSOR
--------------------------- -------------------------
FOR FOR
THE PERIOD THE PERIOD
JANUARY 1, OCTOBER 15,
YEAR ENDED 1996 TO 1996 TO YEAR ENDED
DECEMBER 31, OCTOBER 14, DECEMBER 31, DECEMBER 31,
1995 1996 1996 1997
------------ -------------- ------------ ------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) ............... $ 18,254 $ 14,461 $(159,046) $ (65,106)
Adjustments to reconcile net
earnings (loss) to net cash
provided by operating activities:
Depreciation .................... 30,598 19,512 7,925 25,613
Amortization .................... 2,765 2,151 1,065 6,222
Write-off of purchased research
and development and cost of
sales associated with
revaluation of inventories .... -- -- 146,264 32,013
Extraordinary items ............. -- -- -- 41,197
Net loss (gain) on disposal of
long-term assets............... (1,053) (768) -- 33
Deferred taxes and adjustments
to goodwill.................... (551) (1,934) (4,563) (4,244)
Minority interest ............... 768 637 (92) 468
Increase (decrease) in cash
resulting from changes in:
Trade accounts receivable, net .. (9,979) 9,569 (10,159) (8,113)
Inventories ..................... (607) 1,276 3,350 (2,740)
Other current assets ............ (3,058) 14,748 (10,605) (7,177)
Trade accounts payable .......... 1,437 (3,065) 3,415 4,936
Accruals and other liabilities,
net............................ 13,095 5,948 32,030 32,547
------------ -------------- ------------ ------------
Net cash provided by operating
activities................... 51,669 62,535 9,584 55,649
------------ -------------- ------------ ------------
Cash flows from investing activities:
Proceeds from sale of property,
plant and equipment ............. 4,000 1,606 736 15,913
Purchase of property, plant and
equipment........................ (25,858) (16,649) (11,928) (22,251)
Acquisition of Mettler-Toledo from
Ciba............................. -- -- (314,962) --
Acquisition, net of seller
financing........................ -- -- -- (80,469)
Other investing activities ........ (7,484) (1,632) 4,857 (9,184)
------------ -------------- ------------ ------------
Net cash used in investing
activities..................... (29,342) (16,675) (321,297) (95,991)
------------ -------------- ------------ ------------
Cash flows from financing activities:
Proceeds from borrowings .......... 3,983 -- 414,170 614,245
Repayments of borrowings .......... -- (13,464) -- (703,201)
Proceeds from issuance of common
stock............................ -- -- 188,108 97,573
Purchase of treasury stock ........ -- -- -- (669)
Ciba and affiliates borrowings
(repayments)..................... (15,693) (26,589) (184,666) --
Capital transactions with Ciba and
affiliates....................... (37,361) (7,716) (80,687) --
------------ -------------- ------------ ------------
Net cash provided by (used in)
financing activities ........ (49,071) (47,769) 336,925 7,948
------------ -------------- ------------ ------------
Effect of exchange rate changes on
cash and cash equivalents ......... 4,344 (3,394) (615) (4,736)
------------ -------------- ------------ ------------
Net increase (decrease) in cash and
cash equivalents................... (22,400) (5,303) 24,597 (37,130)
Cash and cash equivalents:
Beginning of period ............... 63,802 41,402 36,099 60,696
------------ -------------- ------------ ------------
End of period ..................... $ 41,402 $ 36,099 $ 60,696 $ 23,566
============ ============== ============ ============
Supplemental disclosures of cash
flow information:
Cash paid during the year for:
Interest .......................... $ 18,927 $ 6,524 $ 17,874 $ 38,345
Taxes ............................. 9,970 9,385 2,470 6,140
Non-cash financing and investing
activities:
Due to Ciba for capital
transactions..................... 36,418 -- -- --
Seller financing on acquisition ... -- -- -- 22,514

See the accompanying notes to the consolidated financial statements

</TABLE>
<PAGE>

METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS UNLESS OTHERWISE STATED)

1. BUSINESS DESCRIPTION AND BASIS OF PRESENTATION

Mettler-Toledo International Inc. ("Mettler Toledo," the "Company" or
"Successor"), formerly MT Investors Inc., is a global supplier of precision
instruments and is a manufacturer and marketer of weighing instruments for
use in laboratory, industrial and food retailing applications. The Company
also manufactures and sells certain related analytical and measurement
technologies. The Company's manufacturing facilities are located in
Switzerland, the United States, Germany, the United Kingdom and China. The
Company's principal executive offices are located in Greifensee,
Switzerland.

The Company was incorporated by AEA Investors Inc. ("AEA Investors")
and recapitalized to effect the acquisition (the "Acquisition") of the
Mettler-Toledo Group ("Predecessor") from Ciba-Geigy AG ("Ciba") and its
wholly owned subsidiary, AG fur Prazisionsinstrumente ("AGP") on October
15, 1996. The Company acquired the Mettler-Toledo Group for cash
consideration of SFr. 504,996 (approximately $402,000) including dividends
of SFr. 109,406 (approximately $87,100) which were paid to Ciba by the
Company in conjunction with the Acquisition. In addition, the Company
incurred expenses in connection with the Acquisition and related financing
of approximately $29,000, including approximately $5,500 paid to AEA
Investors, and paid approximately $185,000 to settle amounts due to Ciba
and affiliates. The Company has accounted for the Acquisition using the
purchase method of accounting. Accordingly, the costs of the Acquisition
were allocated to the assets acquired and liabilities assumed based upon
their respective fair values.

In connection with the Acquisition, the Company allocated, based upon
independent valuations, $114,070 of the purchase price to purchased
research and development in process. Such amount was recorded as an expense
in the period from October 15, 1996 to December 31, 1996. Additionally, the
Company allocated approximately $32,200 of the purchase price to revalue
certain inventories (principally work-in-process and finished goods) to
fair value (net realizable value). Substantially all of such inventories
were sold during the period from October 15, 1996 to December 31, 1996. The
excess of the cost of the Acquisition over the fair value of the net assets
acquired of approximately $137,500 is being amortized over 32 years.
Because of this purchase price allocation, the accompanying financial
statements of the Successor are not directly comparable to those of the
Predecessor.

The consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of
America and include all entities in which the Company has control,
including its majority owned subsidiaries. All intercompany transactions
and balances have been eliminated. Investments in which the Company has
voting rights between 20% to 50% are generally accounted for using the
equity method of accounting. Certain amounts in the prior period financial
statements have been reclassified to conform with current year
presentation.

The combined financial statements of the Predecessor include the
combined historical assets and liabilities and combined results of
operations of the Mettler-Toledo Group. All intergroup transactions have
been eliminated as part of the combination process.

The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, as well as disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results may differ from
those estimates.

<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with
original maturity dates of three months or less.

Inventories

Inventories are valued at the lower of cost or market. Cost, which
includes direct materials, labor and overhead plus indirect overhead, is
determined using the first in, first out (FIFO) or weighted average cost
methods and to a lesser extent the last in, first out (LIFO) method.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is charged on a straight line basis over the
estimated useful lives of the assets as follows:

Buildings and improvements.... 15 to 50 years
Machinery and equipment....... 3 to 12 years
Computer software............. 3 to 5 years
Leasehold improvements........ Shorter of useful life or lease term

Beginning January 1, 1996 the Company adopted Statement of Financial
Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 121
requires that long-lived assets and certain identifiable intangibles to be
held and used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. In addition, SFAS 121 requires that long-lived assets
and certain identifiable intangibles to be disposed of be reported at the
lower of carrying amount or fair value less cost to sell. Adoption of SFAS
121 had no material effect on the consolidated financial statements.

Excess of Cost over Net Assets Acquired

The excess of purchase price over the fair value of net assets
acquired is amortized on a straight-line basis over the expected period to
be benefited. The Company assesses the recoverability of such amount by
determining whether the amortization of the balance over its remaining life
can be recovered from the undiscounted future operating cash flows of the
acquired operation. The amount of impairment, if any, is measured based on
projected discounted future operating cash flows using a discount rate
reflecting the Company's average cost of funds. The assessment of the
recoverability of the excess of cost over net assets acquired will be
impacted if estimated future operating cash flows are not achieved.

Deferred Financing Costs

Debt financing costs are deferred and amortized over the life of the
underlying indebtedness using the interest method.

Taxation

The Company files tax returns in each jurisdiction in which it
operates. Prior to the Acquisition discussed in Note 1, in certain
jurisdictions the Company filed its tax returns jointly with other Ciba
subsidiaries. The Company had a tax sharing arrangement with Ciba in these
countries to share the tax burden or benefits. Such arrangement resulted in
each company's tax burden or benefit equating to that which it would have
incurred or received if it had been filing a separate tax return.

<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates in the
respective jurisdictions in which the Company operates that are expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. In assessing the realizability of
deferred tax assets, management considers whether it is more likely than
not that some portion or all of the deferred tax assets will not be
realized.

Generally, deferred taxes are not provided on the unremitted earnings
of subsidiaries outside of the United States because it is expected that
these earnings are permanently reinvested and such determination is not
practicable. Such earnings may become taxable upon the sale or liquidation
of these subsidiaries or upon the remittance of dividends. Deferred taxes
are provided in situations where the Company's subsidiaries plan to make
future dividend distributions.

Research and Development

Research and development costs are expensed as incurred. Research and
development costs, including customer engineering (which represents
research and development charged to customers and, accordingly, is included
in cost of sales), amounted to approximately $62,400, $45,100, $11,100 and
$50,200 for the year ended December 31, 1995, for the period from January
1, 1996 to October 14, 1996, for the period from October 15, 1996 to
December 31, 1996 and for the year ended December 31, 1997, respectively.

Currency Translation and Transactions

The reporting currency for the consolidated financial statements of
the Company is the United States dollar (USD). The functional currency for
the Company's operations is generally the applicable local currency.
Accordingly, the assets and liabilities of companies whose functional
currency is other than the USD are included in the consolidation by
translating the assets and liabilities into the reporting currency at the
exchange rates applicable at the end of the reporting year. The statements
of operations and cash flows of such non-USD functional currency operations
are translated at the monthly average exchange rates during the year.
Translation gains or losses are accumulated as a separate component of net
assets/shareholders' equity.

The Company has designated certain of its Swiss franc debt as a hedge
of its net investments. Any gains and losses due to changes on the debt are
recorded to currency translation adjustment and offset the net investments
which they hedge.

Derivative Financial Instruments

The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. The Company enters
into foreign currency forward contracts to hedge short-term intercompany
transactions with its foreign businesses. Such contracts limit the
Company's exposure to both favorable and unfavorable currency fluctuations.
These contracts are adjusted to reflect market values as of each balance
sheet date, with the resulting unrealized gains and losses being recognized
in other charges (income), net.

The Company enters into certain interest rate cap and swap agreements
in order to reduce its exposure to changes in interest rates. The
differential paid or received on interest rate swap agreements is
recognized over the life of the agreements. Realized and unrealized gains
on interest rate cap agreements are recognized as adjustments to interest
expense as incurred.

Stock Based Compensation

The Company applies Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for its stock option plan.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

Loss per Common Share

Effective December 31, 1997, the Company adopted the Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128").
Accordingly, basic and diluted loss per common share data for each period
presented have been determined in accordance with the provisions of SFAS
128. Outstanding options to purchase shares of common stock, as described
in Note 11, were not included in the computation of diluted loss per common
share for the periods ended December 31, 1996 and 1997, as the effect is
antidilutive. The Company retroactively adjusted its weighted average
common shares for the purpose of the basic and diluted loss per common
share computations for the 1996 and 1997 periods pursuant to SFAS 128 and
Securities and Exchange Commission Staff Accounting Bulletin No. 98 issued
in February 1998.

Concentration of Credit Risk

The Company's revenue base is widely diversified by geographic region
and by individual customer. The Company's products are utilized in many
different industries, although extensively in the pharmaceutical and
chemicals industries. The Company performs ongoing credit evaluations of
its customers' financial condition and, generally, requires no collateral
from its customers.

Revenue Recognition

Revenue is recognized when title to a product has transferred or
services have been rendered. Revenues from service contracts are recognized
over the contract period.

3. BUSINESS COMBINATIONS

On May 30, 1997, the Company purchased the entire issued share capital
of Safeline Limited ("Safeline"), a manufacturer of metal detection systems
based in Manchester in the United Kingdom, for approximately pounds 61,000
(approximately $100,000), plus up to an additional pounds 6,000
(approximately $10,000) for a contingent earn-out payment. In October 1997,
the Company made an additional payment, representing a post-closing
adjustment, of pounds 1,900 (approximately $3,100). Such amount has been
accounted for as additional purchase price. Under the terms of the
agreement the Company paid approximately pounds 47,300 (approximately
$77,400) of the purchase price in cash, provided by amounts loaned under
its credit agreement, with the remaining balance of approximately pounds
13,700 (approximately $22,400) paid in the form of seller loan notes which
mature May 30, 1999. In connection with the acquisition the Company
incurred expenses of approximately $2,200 which have been accounted for as
part of the purchase price.

The Company has accounted for the acquisition using the purchase
method of accounting. Accordingly, the costs of the acquisition were
allocated to the assets acquired and liabilities assumed based upon their
respective fair values. Approximately $30,000 of the purchase price was
attributed to purchased research and development in process. Such amount
was expensed immediately in the second quarter of 1997. The technological
feasibility of the products being developed had not been established as of
the date of the acquisition. The Company expects that the projects
underlying these research and development efforts will be substantially
complete over the next two years. In addition, the Company allocated
approximately $2,100 of the purchase price to revalue certain finished
goods inventories to fair value. Substantially all of such inventories were
sold in the second quarter of 1997. The excess of the cost of the
acquisition over the fair value of the net assets acquired of approximately
$65,000 is being amortized over 30 years. The results of operations and
cash flows of Safeline have been consolidated with those of the Company
from the date of the acquisition.

<PAGE>

3. BUSINESS COMBINATIONS -- (CONTINUED)

The following unaudited pro forma summary presents the consolidated
results of operations of the Company as if the Acquisition (see Note 1) and
Safeline acquisition had been completed as of the beginning of each of the
periods presented, after giving effect to certain adjustments, including
Safeline's historical results of operations prior to the acquisition date,
depreciation and amortization of the assets acquired based upon their fair
values, increased interest expense from the financing of the acquisitions
and income tax effects. The Company allocated a portion of the purchase
prices to (i) in-process research and development projects, that have
economic value and (ii) the revaluation of inventories. These adjustments
have not been reflected in the following pro forma summary due to their
unusual and non-recurring nature. This pro forma summary does not
necessarily reflect the results of operations as they would have been if
the acquisitions had been completed as of the beginning of such periods and
is not necessarily indicative of the results which may be obtained in the
future.

PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
----------------------------------------------------------------------
PREDECESSOR SUCCESSOR
------------------------- -------------------------------------------
FOR THE PERIOD FOR THE PERIOD YEAR ENDED
JANUARY 1, 1996 to October 15, 1996 to DECEMBER 31,
OCTOBER 14, 1996 DECEMBER 31, 1996 1997
------------------------- ------------------------------------------
<S> <C> <C> <C>
Net sales.............................................. $ 694,231 $ 195,336 $ 897,448
Earnings (loss) before extraordinary items............. 826 (2,128) 9,565
Net earnings (loss).................................... $ 826 $ (2,128) $ (31,632)
============= ========== =============
Basic and diluted loss per common share................ $ (0.07) $ (1.00)
========== =============

4. INVENTORIES

Inventories consisted of the following:

SUCCESSOR
-------------------------------------
DECEMBER 31, DECEMBER 31,
1996 1997
---------------- -------------------

Raw materials and parts........................................................... $ 41,015 $ 42,435
Work-in-progress.................................................................. 31,534 29,746
Finished goods.................................................................... 29,982 28,968
--------- ----------
102,531 101,149
LIFO reserve...................................................................... (5) (102)
--------- ----------
$ 102,526 $ 101,047
========= ===========
</TABLE>

At December 31, 1996 and 1997, 13.2% and 12.7%, respectively, of the
Company's inventories (certain U.S. companies only) were valued using the
LIFO method of accounting. There were no material liquidations of LIFO
inventories during the periods presented.

5. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISKS

At December 31, 1996, the Company had forward contracts maturing
during 1997 to sell the equivalent of approximately $135,000 in various
currencies in exchange for Swiss francs. These contracts were used to limit
its exposure to currency fluctuations on anticipated future cash flows.

In July 1997, the Company entered into three year interest rate cap
agreements to limit the impact of increases in interest rates on its U.S.
dollar based debt. These agreements "cap" the effects of an increase in
three month LIBOR above 8.5%. In addition, the Company has entered into
three year interest rate swap agreements which swap the interest obligation
associated with $100,000 of U.S. dollar based debt from variable to fixed.
The fixed rate associated with the swap is 6.09% plus the Company's normal
interest margin. The swap is effective at three month LIBOR rates up to
7.00%.

<PAGE>

5. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISKS -- (CONTINUED)

In August 1997, the Company entered into certain three year interest
rate swap agreements that fix the interest obligation associated with SFr.
112,500 of Swiss franc based debt at rates varying between 2.17% and 2.49%
plus the Company's normal interest margin. The swaps are effective at one
month LIBOR rates up to 3.5%.

The Company may be exposed to credit losses in the event of
nonperformance by the counterparties to its derivative financial instrument
contracts. Counterparties are established banks and financial institutions
with high credit ratings. The Company has no reason to believe that such
counterparties will not be able to fully satisfy their obligations under
these contracts.

At December 31, 1996 and 1997, the fair value of such financial
instruments was approximately $(5,100) and $(1,064), respectively. The fair
values of all derivative financial instruments are estimated based on
current settlement prices of comparable contracts obtained from dealer
quotes. The values represent the estimated amount the Company would pay to
terminate the agreements at the reporting date, taking into account current
creditworthiness of the counterparties.

6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, consisted of the following:
<TABLE>
<CAPTION>
SUCCESSOR
------------------------------
DECEMBER 31, DECEMBER 31,
1996 1997
-------------- --------------
<S> <C> <C>
Land........................................................ $ 63,514 $ 58,226
Buildings and leasehold improvements........................ 120,173 111,065
Machinery and equipment..................................... 75,675 93,418
Computer software........................................... 3,067 3,948
-------------- --------------
262,429 266,657
Less accumulated depreciation and amortization.............. (7,137) (31,395)
-------------- --------------
$ 255,292 $ 235,262
============== ==============
</TABLE>

7. OTHER ASSETS

Other assets include deferred financing fees of $22,015 and $4,101,
net of accumulated amortization of $820 and $76 at December 31, 1996 and
1997, respectively. During 1997, the Company wrote off deferred financing
costs associated with its previous credit facilities and its Senior
Subordinated Notes as further discussed in Note 9. Also included in other
assets are restricted bank deposits of $5,960 and $1,756 at December 31,
1996 and 1997, respectively. Other assets at December 31, 1996 and 1997
also included a loan due from the Company's Chief Executive Officer of
approximately $740 and $690, respectively. Such loan bears an interest rate
of 5% and is payable upon demand, which may not be made until 2003.

8. SHORT-TERM BORROWINGS AND CURRENT MATURITIES OF LONG-TERM DEBT

Short-term borrowings and current maturities of long-term debt
consisted of the following:
<TABLE>
<CAPTION>

SUCCESSOR
------------------------------
DECEMBER 31, DECEMBER 31,
1996 1997
-------------- --------------
<S> <C> <C>
Current maturities of long-term debt................... $ 8,968 $ 14,915
Borrowings under revolving credit facility............. 51,928 33,320
Other short-term borrowings............................ 19,550 8,195
-------------- --------------
$ 80,446 $ 56,430
============== ==============
</TABLE>

9. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
SUCCESSOR
------------------------------
DECEMBER 31, DECEMBER 31,
1996 1997
-------------- --------------
<S> <C> <C>
9.75% Senior Subordinated Notes due October 1, 2006.... $ 135,000 $ --
Credit Agreement:
Term A USD Loans, interest at LIBOR plus 1.125%
(7.03% at December 31, 1997) payable in
quarterly installments beginning March 31, 1998
due May 19, 2004................................. -- 101,573
Term A SFr. Loans, interest at LIBOR plus 1.125%
(2.57% at December 31, 1997) payable in
quarterly installments beginning March 31, 1998
due May 19, 2004................................. -- 58,991
Term A GBP Loans, interest at LIBOR plus 1.125%
(8.71% at December 31, 1997) payable in
quarterly installments beginning March 31, 1998
due May 19, 2004................................. -- 36,198
Seller Notes, interest at LIBOR plus 0.26% (7.84%
at December 31, 1997) due in full May 30, 1999... -- 22,946
Term A SFr. Loans, interest at LIBOR plus 2.5%
(4.38% at December 31, 1996) payable in
quarterly installments beginning March 31, 1997
due December 31, 2002............................ 92,730 --
Term B USD Loans, interest at LIBOR plus 3.00%
(8.53% at December 31, 1996) payable in
quarterly installments beginning March 31, 1997
due December 31, 2003............................ 75,000 --
Term C USD Loans, interest at LIBOR plus 3.25%
(8.78% at December 31, 1996) payable in
quarterly installments beginning March 31, 1997
due December 31, 2004............................ 72,000 --
Revolving credit facilities........................ 51,928 160,862
Other.................................................. 27,546 16,194
--------- ---------
454,204 396,764
Less current maturities................................ 80,446 56,430
--------- ---------
$ 373,758 $ 340,334
========= =========
</TABLE>

To provide a portion of the financing required for the Acquisition and
for working capital and for general corporate purposes thereafter, in
October 1996 Mettler-Toledo Holding Inc., a wholly owned subsidiary of the
Company, entered into a credit agreement with various banks.

At December 31, 1996, loans under the credit agreement consisted of:
(i) Term A Loans in an aggregate principal amount of SFr. 125,000 ($92,730
at December 31, 1996), (ii) Term B Loans in an aggregate principal amount
of $75,000, (iii) Term C loans in an aggregate principal amount of $72,000
and (iv) a multi-currency revolving credit facility in an aggregate
principal amount of $140,000, which included letter of credit and swingline
subfacilities available to certain subsidiaries.

On May 29, 1997, the Company refinanced its previous credit facility
and entered into a new credit facility. This credit facility provided for
term loan borrowings in an aggregate principal amount of approximately
$133,800, SFr. 171,500 and pounds 26,700, that were scheduled to mature
between 2002 and 2004, a Canadian revolving credit facility with
availability of CDN $26,300 and a multi-currency revolving credit facility
with availability of $151,000. The revolving credit facilities were
scheduled to mature in 2002. The Company recorded an extraordinary loss of
approximately $9,600 representing a charge for the write-off of capitalized
debt issuance fees and related expenses associated with the Company's
previous credit facility.

<PAGE>

9. LONG-TERM DEBT -- (CONTINUED)

On November 19, 1997, in connection with the initial public offering,
the Company refinanced its existing credit facility by entering into a new
credit facility (the "Credit Agreement") with certain financial
institutions.

At December 31, 1997, loans under the Credit Agreement consisted of:
(i) Term A Loans in aggregate principal amount of $101,573, SFr. 85,467
($58,991 at December 31, 1997) and pounds 21,661 ($36,198 at December 31,
1997); (ii) a Canadian revolving credit facility with availability of CDN
$26,300 and (iii) a multi-currency revolving credit facility in an
aggregate principal amount of $400,000 including a $100,000 acquisition
facility.

Concurrent with the initial public offering and refinancing, the
Company consummated a tender offer to repurchase the Senior Subordinated
Notes. The aggregate purchase price in connection with the tender offer was
approximately $152,500. In connection with the refinancing and the note
repurchase, the Company recorded an extraordinary loss of $31,600
representing primarily the premium paid in connection with the early
extinguishment of the notes of $17,900 and the write-off of capitalized
debt issuance fees associated with the Senior Subordinated Notes and the
Company's previous credit facility.

The Company's weighted average interest rate at December 31, 1997 was
approximately 6.3%.

Loans under the Credit Agreement may be repaid and reborrowed and are
due in full on May 19, 2004. The Company is required to pay a facility fee
based upon certain financial ratios per annum on the amount of the
revolving facility and letter of credit fees on the aggregate face amount
of letters of credit under the revolving facility. The facility fee at
December 31, 1997 was equal to 0.3%. At December 31, 1997, the Company had
available approximately $220,000 of additional borrowing capacity under its
Credit Agreement. The Company has the ability to refinance its short-term
borrowings through its revolving facility for an uninterrupted period
extending beyond one year. Accordingly, approximately $128,000 of the
Company's short-term borrowings at December 31, 1997 have been reclassified
to long-term. At December 31, 1997, borrowings under the Company's
revolving facility carried an interest rate of LIBOR plus 0.825%.

The Credit Agreement contains covenants that, among other things,
limit the Company's ability to incur liens; merge, consolidate or dispose
of assets; make loans and investments; incur indebtedness; engage in
certain transactions with affiliates; incur certain contingent obligations;
pay dividends and other distributions; or make certain capital
expenditures. The Credit Agreement also requires the Company to maintain a
minimum net worth and a minimum fixed charge coverage ratio, and to
maintain a ratio of total debt to EBITDA below a specified maximum.

The aggregate maturities of long-term obligations during each of the
years 1999 through 2002 are approximately $42,748, $32,691, $34,531 and
$34,531, respectively.

The estimated fair value of the Company's obligations under the Credit
Agreement approximate fair value due to the variable rate nature of the
obligations.

10. SHAREHOLDERS' EQUITY

Common Stock

At December 31, 1996, the authorized capital stock of the Company
consisted of 2,775,976 shares of common stock, $.01 par value of which
2,233,117 shares were designated as Class A common stock, 1,000 shares were
designated as Class B common stock and 541,859 shares were designated as
Class C common stock. All general voting power was vested in the holders of
the Class B common stock. At December 31, 1996, the Company had outstanding
1,899,779 shares of Class A common stock, 1,000 shares of Class B common
stock and 537,735 shares of Class C common stock.

<PAGE>

10. SHAREHOLDERS' EQUITY -- (CONTINUED)

In November 1997, pursuant to a merger with its wholly owned
subsidiary Mettler-Toledo Holding Inc., each share of the Company's
existing Class A, Class B and Class C common stock converted into 12.58392
shares of common stock and increased the number of authorized shares to
125,000,000 shares with a par value of $0.01 per share. Concurrent
therewith, the Company completed an underwritten initial public offering of
7,666,667 shares at a public offering price of $14.00 per share. The net
proceeds from the offerings of approximately $97,300 were used to repay a
portion of the Company's 9.75% Senior Subordinated Notes (see Note 9). As
part of the offering the Company sold approximately 287,000 shares of its
common stock to Company sponsored benefit plans at the public offering
price. Holders of the Company's common stock are entitled to one vote per
share.

At December 31, 1997, 6,368,445 shares of the Company's common stock
were reserved for the Company's stock option plan.

Preferred Stock

The Board of Directors, without further shareholder authorization, is
authorized to issue up to 10,000,000 shares of preferred stock, par value
$0.01 per share in one or more series and to determine and fix the rights,
preferences and privileges of each series, including dividend rights and
preferences over dividends on the common stock and one or more series of
the preferred stock, conversion rights, voting rights (in addition to those
provided by law), redemption rights and the terms of any sinking fund
therefor, and rights upon liquidation, dissolution or winding up, including
preferences over the common stock and one or more series of the preferred
stock. The issuance of shares of preferred stock, or the issuance of rights
to purchase such shares, may have the effect of delaying, deferring or
preventing a change in control of the Company or an unsolicited acquisition
proposal.

11. STOCK OPTION PLAN

Effective October 15, 1996, the Company adopted a stock option plan to
provide certain key employees and/or directors of the Company additional
incentive to join and/or remain in the service of the Company as well as to
maintain and enhance the long-term performance and profitability of the
Company.

Under the terms of the plan, options granted shall be nonqualified and
the exercise price shall not be less than 100% of the fair market value of
the common stock on the date of grant. Options vest equally over a five
year period from the date of grant.

Stock option activity is shown below:
<TABLE>
<CAPTION>

NUMBER OF WEIGHTED-AVERAGE
SHARES EXERCISE PRICE
------------- ---------------------
<S> <C> <C>
Granted during the period October 15, 1996
to December 31, 1996...................... 3,510,747 $ 7.95
Exercised................................... -- --
Forfeited................................... -- --
------------- --------
Outstanding at December 31, 1996............ 3,510,747 7.95
Granted..................................... 1,028,992 14.68
Exercised................................... -- --
Forfeited................................... (130,999) (7.95)
------------- --------
Outstanding at December 31, 1997............ 4,408,740 $ 9.75
============= ========
Shares exercisable at December 31, 1997..... 675,950 $ 7.95
============= ========
</TABLE>

At December 31, 1997, there were 3,537,047 and 871,693 options
outstanding to purchase shares of common stock with exercise prices of
$7.95 and $15.89, respectively. The weighted-average remaining contractual
life of such options was 8.7 and 9.7 years, respectively.
<PAGE>

11. STOCK OPTION PLAN -- (CONTINUED)

As of the date granted, the weighted-average grant-date fair value of
the options granted during the period from October 15, 1996 to December 31,
1996 and for the year ended December 31, 1997 was approximately $1.99 and
$3.37 per share, respectively. Such weighted-average grant-date fair value
was determined using an option pricing model which incorporated the
following assumptions:

<TABLE>
<CAPTION>
SUCCESSOR
------------------------------------------
FOR THE PERIOD YEAR ENDED
OCTOBER 15, 1996 to DECEMBER 31,
DECEMBER 31, 1996 1997
--------------------- -------------------
<S> <C> <C>
Risk-free interest rate................ 4.0% 5.4%
Expected life, in years................ 7 4
Expected volatility.................... -- 26%
Expected dividend yield................ -- --
</TABLE>

The Company applies Accounting Standards Board Opinion No. 25 and
related interpretations in accounting for its plans. Had compensation cost
for the Company stock option plan been determined based upon the fair value
of such awards at the grant date, consistent with the methods of Statement
of Financial Accounting Standards No. 123 "Accounting for Stock Based
Compensation" ("SFAS 123"), the Company's net loss and basic and diluted
net loss per common share for the twelve months ended December 31, 1997
would have been as follows:

Net loss:
As reported..................................... $ (65,106)
Pro forma....................................... (66,417)
============

Basic and diluted loss per common share:
As reported..................................... $ (2.06)
Pro forma....................................... (2.10)
============

The Company's net loss for the period October 15, 1996 to December 31,
1996 would not have been materially different had compensation cost been
determined consistent with SFAS 123.

12. BENEFIT PLANS

Mettler-Toledo maintains a number of retirement plans for the benefit
of its employees.

Certain companies sponsor defined contribution plans. Benefits are
determined and funded annually based upon the terms of the plans.
Contributions under these plans amounted to $9,413, $9,484, $2,496 and
$8,925 in 1995, for the period January 1, 1996 to October 14, 1996, for the
period October 15, 1996 to December 31, 1996 and for the year ended
December 31, 1997, respectively.

<PAGE>

12. BENEFIT PLANS -- (CONTINUED)

Certain companies sponsor defined benefit plans. Benefits are provided
to employees primarily based upon years of service and employees'
compensation for certain periods during the last years of employment. The
following table sets forth the funded status and amounts recognized in the
consolidated financial statements for the Company's principal defined
benefit plans at December 31, 1996 and 1997:

<TABLE>
<CAPTION>
SUCCESSOR
--------------------------------------------------
DECEMBER 31, 1996 DECEMBER 31, 1997
------------------------ ------------------------
ASSETS ACCUMULATED ASSETS ACCUMULATED
EXCEED BENEFITS EXCEED BENEFITS
ACCUMULATED EXCEED ACCUMULATED EXCEED
BENEFITS ASSETS BENEFITS ASSETS
------------ ----------- ------------- -----------
<S> <C> <C> <C> <C>
Actuarial present value of
accumulated benefit obligations:
Vested benefits................... $ 10,211 $ 97,639 $ 11,712 $ 98,974
Non-vested benefits............... 16 2,280 20 3,574
--------- --------- --------- ---------
10,227 99,919 11,732 102,548
--------- --------- --------- ---------
Projected benefit obligations....... 12,458 108,504 13,350 111,608
Plan assets at fair value........... 13,336 50,609 14,899 58,176
--------- --------- --------- ---------
Projected benefit obligations in (878) 57,895 (1,549) 53,432
excess of (less than) plan assets.
Unrecognized net (losses) gains..... 22 1,479 544 561
--------- --------- --------- ---------
(Prepaid) accrued pension costs..... $ (856) $ 59,374 $ (1,005) $ 53,993
========= ========= ========= =========
</TABLE>

The (prepaid) accrued pension costs are recognized in the accompanying
consolidated financial statements as other long-term assets and other long
term liabilities, respectively.

The assumed discount rates and rates of increase in future
compensation level used in calculating the projected benefit obligations
vary according to the economic conditions of the country in which the
retirement plans are situated. The range of rates used for the purposes of
the above calculations are as follows:

1996 1997
------------------- --------------
Discount rate.......................... 6.0% to 8.5% 6.0% to 8.5%
Compensation increase rate............. 2.0% to 6.5% 2.0% to 6.5%

The expected long term rates of return on plan assets ranged between
9.5% and 10.0% for 1995, 7.0% and 10.0% for 1996, and 6.0% and 9.5% in
1997. The assumptions used above have a significant effect on the reported
amounts of projected benefit obligations and net periodic pension cost. For
example, increasing the assumed discount rate would have the effect of
decreasing the projected benefit obligation and increasing unrecognized net
gains. Increasing the assumed compensation increase rate would increase the
projected benefit obligation and decrease unrecognized net gains.
Increasing the expected long-term rate of return on investments would
decrease unrecognized net gains.

Plan assets relate principally to the Company's U.S. companies and
consist of equity investments, obligations of the U.S. Treasury or other
governmental agencies, and other interest-bearing investments.

<PAGE>

12. BENEFIT PLANS -- (CONTINUED)

Net periodic pension cost for all of the plans above includes the
following components:

<TABLE>
<CAPTION>
PREDECESSOR SUCCESSOR
-------------------------------- -------------------------------
FOR THE PERIOD FOR THE PERIOD
YEAR ENDED JANUARY 1, OCTOBER 15 TO YEAR ENDED
DECEMBER 31, 1996 TO DECEMBER 31, DECEMBER 31,
1995 OCTOBER 14,1996 1996 1997
------------ --------------- ------------- ------------
<S> <C> <C> <C> <C>
Service cost (benefits
earned during the
period)............... $ 3,668 $ 3,850 $ 1,013 $ 5,655
Interest cost on
projected benefit
obligations........... 7,561 6,540 1,721 8,020
Actual gain on plan
assets................ (8,653) (6,079) (1,600) (8,543)
Net amortization and
deferral.............. 5,137 2,485 -- 2,516
Net periodic pension -------- ------- -------- ---------
expense............... $ 7,713 $ 6,796 $ 1,134 $ 7,648
======== ======= ======== =========
</TABLE>

The Company's U.S. operations provide postretirement medical benefits
to their employees. Employee contributions for medical benefits are related
to employee years of service.

The following table sets forth the status of the U.S. postretirement
plans and amounts:
<TABLE>
<CAPTION>

SUCCESSOR
----------------------------------------
DECEMBER 31, 1996 DECEMBER 31, 1997
-------------------- ------------------
<S> <C> <C>
Accumulated postretirement benefit obligations:
Retired.............................................. $ 25,894 $ 26,702
Fully eligible....................................... 3,033 4,154
Other................................................ 3,098 5,256
-------------------- ------------------
32,025 36,112
Unrecognized net loss................................ (540) (4,465)
-------------------- ------------------
Accrued postretirement benefit cost.................. $ 31,485 $ 31,647
==================== ==================
</TABLE>

Net periodic postretirement benefit cost for the above plans includes
the following components:
<TABLE>
<CAPTION>

PREDECESSOR SUCCESSOR
-------------------------------- -------------------------------
FOR THE PERIOD FOR THE PERIOD
YEAR ENDED JANUARY 1, 1996 OCTOBER 15, 1996 YEAR ENDED
DECEMBER 31, TO OCTOBER 14, TO DECEMBER 31, DECEMBER 31,
1995 1996 1996 1997
-------------- ----------------- ----------------- --------------
<S> <C> <C> <C> <C>
Service cost (benefits
earned during the
period)............... $ 285 $ 431 $ 114 $ 440
Interest cost on
projected benefit
obligations........... 2,371 1,795 472 2,296
Net amortization and
deferral.............. 99 343 -- 33
-------------- ----------------- ----------------- --------------
Net periodic
postretirement benefit
cost.................. $ 2,755 $ 2,569 $ 586 $ 2,769
============== ================= ================= ==============
</TABLE>

The accumulated postretirement benefit obligation and net periodic
postretirement benefit cost were principally determined using discount
rates of 7.3% in 1995, 7.6% in 1996 and 7.0% in 1997 and health care cost
trend rates ranging from 9.5% to 12.25% in 1995, 1996 and 1997 decreasing
to 5.0% in 2006.

The health care cost trend rate assumption has a significant effect on
the accumulated postretirement benefit obligation and net periodic
postretirement benefit cost. For example, in 1997 the effect of a
one-percentage-point increase in the assumed health care cost trend rate
would be an increase of $3,611 on the accumulated postretirement benefit
obligations and an increase of $464 on the aggregate of the service and
interest cost components of the net periodic benefit cost.

<PAGE>

13. TAXES

The sources of the Company's earnings (loss) before taxes, minority
interest and extraordinary items were as follows:

PREDECESSOR
---------------------------------
FOR THE PERIOD
YEAR ENDED JANUARY 1, 1996
DECEMBER 31, TO OCTOBER 14,
1995 1996
--------------- ---------------
<S> <C> <C>
Switzerland .............................. $ 11,431 $ 21,241
Non-Switzerland .......................... 16,373 3,912
--------------- ---------------
Earnings before taxes, minority interest
and extraordinary items ................. $ 27,804 $ 25,153
=============== ===============
</TABLE>

SUCCESSOR
---------------------------------
FOR THE PERIOD
OCTOBER 15,
1996 TO YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1997
--------------- ---------------
<S> <C> <C>
United States ............................ $ (37,293) $ (14,178)
Non-United States ........................ (122,783) 8,226
--------------- ---------------
Loss before taxes, minority interest and
extraordinary items .................... $ (160,076) $ (5,952)
=============== ===============
</TABLE>

The provision (benefit) for taxes consists of:

<TABLE>
<CAPTION>
ADJUSTMENTS
TO
CURRENT DEFERRED GOODWILL TOTAL
-------- -------- ----------- --------
<S> <C> <C> <C> <C>
Predecessor:
Year ended December 31, 1995:
Switzerland Federal ............ $ 513 $ (92) $ -- $ 421
Switzerland Canton (State) and
Local ........................ 481 (505) -- (24)
Non-Switzerland ................ 8,339 46 -- 8,385
-------- -------- ----------- --------
$ 9,333 $ (551) $ -- $ 8,782
======== ======== =========== ========
For the period January 1, 1996 to
October 14, 1996:
Switzerland Federal ............ $ 2,152 $ (172) $ -- $ 1,980
Switzerland Canton (State) and
Local......................... 4,305 (344) -- 3,961
Non-Switzerland ................ 5,532 (1,418) -- 4,114
-------- -------- ----------- --------
$ 11,989 $ (1,934) $ -- $ 10,055
======== ======== =========== ========
Successor:
For the period October 15, 1996 to
December 31, 1996:
United States Federal .......... $ 475 $ (1,556) $ -- $ (1,081)
United States State and Local .. 696 (183) -- 513
Non-United States .............. 2,454 (2,824) -- (370)
-------- -------- ----------- --------
$ 3,625 $ (4,563) $ -- $ (938)
======== ======== =========== ========
Year ended December 31, 1997:
United States Federal .......... $ -- $ (351) $ -- $ (351)
State and Local ................ 466 (41) 107 532
Non-United States .............. 12,779 2,600 1,929 17,308
-------- -------- ----------- --------
$ 13,245 $ 2,208 $ 2,036 $ 17,489
======== ======== =========== ========
</TABLE>

The adjustments to goodwill during the year ending December 31, 1997
relate to tax benefits received on amounts which were included in the
purchase price allocation pertaining to the Acquisition of the Company
described in Note 1.

<PAGE>

13. TAXES -- (CONTINUED)

The provision for tax expense for the year ended December 31, 1995 and
for the period January 1, 1996 to October 14, 1996 where the Company
operated as a group of businesses owned by Ciba differed from the amounts
computed by applying the Switzerland federal income tax rate of 9.8% to
earnings before taxes and minority interest as a result of the following:

<TABLE>
<CAPTION>
PREDECESSOR
---------------------------------
FOR THE PERIOD
YEAR ENDED JANUARY 1, 1996
DECEMBER 31, TO OCTOBER 14,
1995 1996
--------------- ---------------
<S> <C> <C>
Expected tax ............................. $ 2,725 $ 2,465
Switzerland Canton (state) and local income
taxes, net of federal income tax benefit (21) 3,573
Non-deductible intangible amortization ... 248 205
Change in valuation allowance ............ 1,603 1,235
Non-Switzerland income taxes in excess
of 9.8% ................................ 4,968 2,291
Other, net ............................... (741) 286
--------------- ---------------
Total provision for taxes ................ $ 8,782 $ 10,055
=============== ===============
</TABLE>

The provision for tax expense (benefit) for the period October 15,
1996 to December 31, 1996 and for the year ended December 31, 1997,
subsequent to the Acquisition described in Note 1, differed from the
amounts computed by applying the United States Federal income tax rate of
35% to the loss before taxes, minority interest and extraordinary items as
a result of the following:

<TABLE>
<CAPTION>
SUCCESSOR
---------------------------------
FOR THE PERIOD
OCTOBER 15,
1996 TO YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1997
--------------- ---------------
<S> <C> <C>
Expected tax .................................. $ (56,027) $ (2,083)
United States state and local income taxes, net
of federal income tax benefit................ 333 276
Non-deductible purchased research and
development ................................ 39,925 10,486
Non-deductible intangible amortization ........ 336 2,073
Change in valuation allowance ................. 4,662 263
Non-United States income taxes at other than a
35% rate..................................... 10,037 5,545
Other, net .................................... (204) 929
--------------- ---------------
Total provision for taxes ..................... $ (938) $ 17,489
=============== ===============
</TABLE>

<PAGE>

13. TAXES -- (CONTINUED)

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are
presented below:

<TABLE>
<CAPTION>
SUCCESSOR
---------------------------------
DECEMBER 31, DECEMBER 31,
1996 1997
--------------- ---------------
<S> <C> <C>
Deferred tax assets:
Inventory ..................................... $ 7,974 $ 7,552
Accrued and other liabilities ............. 7,046 9,278
Deferred loss on sale of subsidiaries ..... 7,907 7,907
Accrued postretirement benefit and pension
costs.................................... 19,043 19,161
Net operating loss carryforwards .......... 15,817 27,345
Other ..................................... 408 678
--------------- ---------------
Total deferred tax assets ..................... 58,195 71,921
Less valuation allowance ...................... (46,714) (59,292)
--------------- ---------------
Total deferred tax assets less valuation
allowance .................................. 11,481 12,629
Deferred tax liabilities:
Inventory ................................. 5,618 6,177
Property, plant and equipment ............. 31,123 24,081
Other ..................................... 2,858 5,665
--------------- ---------------
Total deferred tax liabilities ................ 39,599 35,923
--------------- ---------------
Net deferred tax liability .................... $ 28,118 $ 23,294
=============== ===============
</TABLE>

The Company has established valuation allowances primarily for net
operating losses, deferred losses on the sale of subsidiaries as well as
postretirement and pension costs as follows:

<TABLE>
<CAPTION>
SUCCESSOR
---------------------------------
DECEMBER 31, DECEMBER 31,
1996 1997
--------------- ---------------
<S> <C> <C>
Summary of valuation allowances:
Cumulative net operating losses ........... $ 15,817 $ 27,345
Deferred loss on sale of subsidiaries ..... 7,907 7,907
Accrued postretirement and pension benefit
costs.................................... 18,122 17,104
Other ..................................... 4,868 6,936
--------------- ---------------
Total valuation allowance ..................... $ 46,714 $ 59,292
=============== ===============

</TABLE>

The total valuation allowances relating to acquired businesses amount
to $38,785 and $35,524 at December 31, 1996 and 1997, respectively. Future
reductions of these valuation allowances will be credited to goodwill.

At December 31, 1997, the Company had net operating loss carryforwards
for income tax purposes of (i) $45,939 related to U.S. Federal net
operating losses of which $4,376 expires in 2011 and $41,563 expires in
2012, (ii) $51,832 related to U.S. State net operating losses which expire
in varying amounts through 2012, (iii) $15,595 related to foreign net
operating losses with no expiration date and (iv) $14,205 related to
foreign net operating losses which expire in varying amounts through 2003.

<PAGE>

14. OTHER CHARGES (INCOME), NET

Other charges (income), net consists primarily of foreign currency
transactions, interest income and charges related to the Company's
restructuring programs. Foreign currency transactions, net for the year
ended December 31, 1995, for the period January 1, 1996 to October 14,
1996, for the period October 15, 1996 to December 31, 1996 and for the year
ended December 31, 1997 were $(3,242), $(220), $8,324 and $4,235,
respectively. Interest income for the year ended December 31, 1995, for the
period January 1, 1996 to October 14, 1996, for the period October 15, 1996
to December 31, 1996 and for the year ended December 31, 1997 was $(5,388),
$(3,424), $(1,079) and $(1,832), respectively.

Severance and other exit costs for the period January 1, 1996 to
October 14, 1996 of $1,872 represent employee severance of $1,545 and other
exit costs of $327 associated with the closing of its Westerville, Ohio
facility. Severance costs for the period October 15, 1996 to December 31,
1996 principally represent employee severance benefits associated with (i)
the Company's general headcount reduction programs in Europe and North
America of $4,557 which were announced during such period, and (ii) the
realignment of the analytical and precision balance business in Switzerland
of $6,205 which was announced in December 1996. In connection with such
programs the Company reduced its workforce by 168 employees in 1996.

The Company recorded further restructuring charges of $6,300 during
1997. Such charges are in connection with the closure of three facilities
in North America and are comprised primarily of severance and other related
benefits and costs of exiting facilities, including lease termination costs
and write-down of existing assets to their expected net realizable value.
In connection with the closure of these facilities, the Company expects to
involuntarily terminate approximately 70 employees. The Company is
undertaking these actions as part of its efforts to reduce costs through
re-engineering.

A rollforward of the components of the Company's accrual for
restructuring activities is as follows:

Balance at December 31, 1996 ............................ $ 10,762

1997 Activities:
Restructuring accrual for North American operations . 6,300
Reductions in workforce and other cash outflows ..... (7,182)
Non-cash write-downs of property, plant and
equipment ......................................... (540)
Impact of foreign currency .............................. (582)
--------
Balance at December 31, 1997 ............................ $ 8,758
========

The Company's accrual for restructuring activities of $8,758 at
December 31, 1997 primarily consisted of $6,544 for severance and other
related benefits with the remaining balance for lease termination and other
costs of exiting facilities. Such programs are expected to be substantially
complete in 1998.

<PAGE>

15. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain of its facilities and equipment under
operating leases. The future minimum lease payments under non-cancelable
operating leases are as follows at December 31, 1997:

1998........................................................ $ 12,006
1999........................................................ 8,565
2000........................................................ 5,771
2001........................................................ 4,023
2002........................................................ 3,296
Thereafter.................................................. 1,856
--------
Total.................................................... $ 35,517
========

Rent expense for operating leases amounted to $13,034, $3,430 and
$16,420 for the period January 1, 1996 to October 14, 1996, for the period
October 15, 1996 to December 31, 1996 and for the year ended December 31,
1997, respectively.

Legal

The Company is party to various legal proceedings, including certain
environmental matters, incidental to the normal course of business.
Management does not expect that any of such proceedings will have a
material adverse effect on the Company's financial condition or results of
operations.

16. GEOGRAPHIC SEGMENT INFORMATION

The tables below show the Company's operations by geographic region.
Transfers between geographic regions are priced to reflect consideration of
market conditions and the regulations of the countries in which the
transferring entities are located.

<TABLE>
<CAPTION>
TRANSFERS
NET SALES BETWEEN TOTAL NET EARNINGS
TWELVE MONTHS ENDED BY NET SALES GEOGRAPHIC SALES BY (LOSS) BEFORE
DECEMBER 31, 1995 DESTINATION BY ORIGIN AREAS ORIGIN TAXES
- - ----------------------- ----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Switzerland(1) ........ $ 41,820 $ 102,712 $ 159,453 $ 262,165 $ 11,431
Germany ............... 151,974 158,393 47,379 205,772 9,626
Other Europe .......... 247,802 228,939 799 229,738 1,780
----------- ----------- ----------- ----------- -------------
Total Europe .......... 441,596 490,044 207,631 697,675 22,837
United States ......... 263,945 298,053 29,578 327,631 (1,353)
Other Americas ........ 52,966 32,732 131 32,863 905
----------- ----------- ----------- ----------- -------------
Total Americas ........ 316,911 330,785 29,709 360,494 (448)
Asia and other ........ 91,908 29,586 97 29,683 1,861
Eliminations .......... -- -- (237,437) (237,437) 3,554
----------- ----------- ----------- ----------- -------------
Totals ................ $ 850,415 $ 850,415 $ -- $ 850,415 $ 27,804
=========== =========== =========== =========== =============
</TABLE>

<PAGE>

16. GEOGRAPHIC SEGMENT INFORMATION -- (CONTINUED)

<TABLE>
<CAPTION>
TRANSFERS
FOR THE PERIOD NET SALES BETWEEN TOTAL NET EARNINGS
JANUARY 1, 1996 TO BY NET SALES GEOGRAPHIC SALES BY (LOSS)BEFORE
OCTOBER 14, 1996 DESTINATION BY ORIGIN AREAS ORIGIN TAXES
- - ----------------------- ----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Switzerland(1) ........ $ 32,282 $ 74,303 $ 126,423 $ 200,726 $ 21,241
Germany ............... 104,961 114,015 35,583 149,598 8,292
Other Europe .......... 186,823 171,061 840 171,901 591
----------- ----------- ----------- ----------- -------------
Total Europe .......... 324,066 359,379 162,846 522,225 30,124
United States ......... 217,636 246,180 22,753 268,933 (1,577)
Other Americas ........ 47,473 25,925 3 25,928 1,078
----------- ----------- ----------- ----------- -------------
Total Americas ........ 265,109 272,105 22,756 294,861 (499)
Asia and other ........ 73,046 30,737 265 31,002 686
Eliminations .......... -- -- (185,867) (185,867) (5,158)
----------- ----------- ----------- ----------- -------------
Totals ................ $ 662,221 $ 662,221 $ -- $ 662,221 $ 25,153
=========== =========== =========== =========== =============
</TABLE>

<TABLE>
<CAPTION>
TRANSFERS
FOR THE PERIOD NET SALES BETWEEN TOTAL NET EARNINGS
OCTOBER 15, 1996 TO BY NET SALES GEOGRAPHIC SALES BY (LOSS)BEFORE TOTAL
DECEMBER 31, 1996 DESTINATION BY ORIGIN AREAS ORIGIN TAXES(2) ASSETS
- - ----------------------- ----------- ----------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Switzerland(1) ........ $ 8,415 $ 15,892 $ 39,570 $ 55,462 $ (108,865) $ 432,387
Germany ............... 29,688 29,117 10,965 40,082 (6,041) 170,845
Other Europe .......... 58,598 59,688 485 60,173 (5,809) 126,063
----------- ----------- ----------- ----------- ------------- -----------
Total Europe .......... 96,701 104,697 51,020 155,717 (120,715) 729,295
United States ......... 56,405 64,109 6,731 70,840 (37,293) 477,762
Other Americas ........ 13,436 7,371 3 7,374 (446) 17,730
----------- ----------- ----------- ----------- ------------- -----------
Total Americas ........ 69,841 71,480 6,734 78,214 (37,739) 495,492
Asia and other ........ 20,370 10,735 28 10,763 (2,267) 48,245
Eliminations .......... -- -- (57,782) (57,782) 645 (501,144)
----------- ----------- ----------- ----------- ------------- -----------
Totals ................ $ 186,912 $ 186,912 $ -- $ 186,912 $ (160,076) $ 771,888
=========== =========== =========== =========== ============= ===========
</TABLE>

<TABLE>
<CAPTION>
TRANSFERS
NET SALES BETWEEN TOTAL NET EARNINGS
TWELVE MONTHS ENDED BY NET SALES GEOGRAPHIC SALES BY (LOSS)BEFORE TOTAL
DECEMBER 31, 1997 DESTINATION BY ORIGIN AREAS ORIGIN TAXES(2) ASSETS
- - ----------------------- ----------- ----------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Switzerland(1) ........ $ 34,555 $ 69,700 $ 186,292 $ 255,992 $ 31,621 $ 430,436
Germany ............... 115,665 123,382 51,502 174,884 5,519 144,660
Other Europe .......... 245,945 232,105 10,857 242,962 (16,441) 337,720
----------- ----------- ----------- ----------- ------------- -----------
Total Europe .......... 396,165 425,187 248,651 673,838 20,699 912,816
United States ......... 297,688 335,630 32,009 367,639 (14,176) 589,775
Other Americas ........ 71,403 37,330 165 37,495 (3,245) 32,941
----------- ----------- ----------- ----------- ------------- -----------
Total Americas ........ 369,091 372,960 32,174 405,134 (17,421) 622,716
Asia and other ........ 113,159 80,268 1,834 82,102 1,413 63,453
Eliminations .......... -- -- (282,659) (282,659) (10,643) (849,672)
----------- ----------- ----------- ----------- ------------- -----------
Totals ................ $ 878,415 $ 878,415 $ -- $ 878,415 $ (5,952) $ 749,313
=========== =========== =========== =========== ============= ===========
<FN>

- - ---------------------
(1) Includes Corporate.
(2) The effect of non-recurring Acquisition charges arising from
in-process research and development projects ($114,100) and the
revaluation of inventories to fair value ($32,200) by region are as
follows:
</FN>

Europe ................................. $ 108,100
Americas ............................... 36,000
Asia/Rest of World ..................... 2,200
</TABLE>

17. QUARTERLY FINANCIAL DATA (UNAUDITED)

Quarterly financial data for the years 1996 and 1997 are as follows:

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER(1) QUARTER QUARTER(2)
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1996
Net sales ................................ $ 201,373 $ 222,429 $ 200,391 $ 224,940
Gross profit ............................. 80,394 91,204 79,013 66,463
Net income (loss) ........................ 929 9,078 3,129 (157,721)
========== ========== ========== ==========

1997
Net sales ................................ $ 197,402 $ 220,412 $ 215,929 $ 244,672
Gross profit ............................. 83,282 97,016 94,365 110,272
Net income (loss) before
extraordinary items .................... (1,122) (25,613) (284) 3,110
Extraordinary items ...................... -- (9,552) -- (31,645)
---------- ---------- ---------- ----------
Net income (loss) ........................ $ (1,122) $ (35,165) $ (284) $ (28,535)
========== ========== ========== ==========
Basic earnings (loss) per
common share:
Earnings (loss) before
extraordinary items .................. $ (0.04) $ (0.84) $ (0.01) $ 0.09
Extraordinary items .................... -- (0.31) -- (0.92)
---------- ---------- ---------- ----------
Net loss ............................... $ (0.04) $ (1.15) $ (0.01) $ (0.83)
========== ========== ========== ==========
Diluted earnings (loss) per
common share:
Earnings (loss) before
extraordinary items .................. $ (0.04) $ (0.84) $ (0.01) $ 0.09
Extraordinary items .................... -- (0.31) -- (0.88)
---------- ---------- ---------- ----------
Net loss ............................... $ (0.04) $ (1.15) $ (0.01) $ (0.79)
========== ========== ========== ==========
Market price per share(3):
High ................................... -- -- -- $ 18 3/4
Low .................................... -- -- -- $ 14 1/16
<FN>

- - ---------------------
(1) The financial data for the second quarter of 1997 includes charges in
connection with the Safeline acquisition, as discussed in Note 3, for
the sale of inventories revalued to fair value of $2,054 and
in-process research and development of $29,959. The second quarter
also includes extraordinary charges for the write-off of capitalized
debt issuance fees of $9,552 as discussed in Note 9.
(2) The financial data for the fourth quarter of 1996 represents the
Company's combined results of operations for the period from October
1, 1996 to October 14, 1996 and for the period from October 15, 1996
to December 31, 1996. The period from October 15, 1996 to December 31,
1996 includes charges in connection with the Acquisition, as discussed
in Note 1, for the sale of inventories revalued to fair value of
$32,194 and in-process research and development of $114,070. The
fourth quarter 1997 data includes charges for the early extinguishment
of debt and the write-off of capitalized debt issuance fees totaling
$31,645 as further discussed in Note 9.
(3) The Company's shares began trading on the New York Stock Exchange on
November 14, 1997.

</FN>

</TABLE>

METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

INTERIM CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 1997 AND SEPTEMBER 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1997 1998
------------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ..................................... $ 23,566 $ 15,604
Trade accounts receivable, net ................................ 153,619 164,923
Inventories ................................................... 101,047 109,970
Deferred taxes ................................................ 7,584 8,930
Other current assets and prepaid expenses ..................... 24,066 21,788
------------- -------------
Total current assets ........................................ 309,882 321,215
Property, plant and equipment, net .............................. 235,262 228,796
Excess of cost over net assets acquired, net .................... 183,318 190,997
Non-current deferred taxes ...................................... 5,045 5,232
Other assets .................................................... 15,806 17,981
------------- -------------
Total assets ................................................ $ 749,313 $ 764,221
============= =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable ........................................ $ 39,342 $ 37,187
Accrued and other liabilities ................................. 80,844 85,681
Accrued compensation and related items ........................ 43,214 43,836
Taxes payable ................................................. 33,267 33,895
Deferred taxes ................................................ 10,486 10,516
Short-term borrowings and current maturities of long-term
debt ........................................................ 56,430 58,201
------------- -------------
Total current liabilities ................................... 263,583 269,316
Long-term debt .................................................. 340,334 320,193
Non-current deferred taxes ...................................... 25,437 26,332
Other non-current liabilities ................................... 91,011 101,984
------------- -------------
Total liabilities ........................................... 720,365 717,825
Minority interest ............................................... 3,549 3,492
Shareholders' equity:
Preferred stock, $0.01 par value per share; authorized
10,000,000 shares ........................................... -- --
Common stock, $0.01 par value per share; authorized
125,000,000 shares; issued 38,355,926 shares (excluding 64,467
shares held in treasury) at September 30, 1998; and issued
38,336,014 shares (excluding 64,467 shares held in treasury) at
December 31, 1997 ........................................... 383 384
Additional paid-in capital .................................... 284,630 284,787
Accumulated deficit ........................................... (224,152) (203,387)
Accumulated other comprehensive loss .......................... (35,462) (38,880)
------------- -------------
Total shareholders' equity .................................. 25,399 42,904
------------- -------------
Commitments and contingencies
Total liabilities and shareholders' equity .................. $ 749,313 $ 764,221
============= =============
</TABLE>

See the accompanying notes to the interim consolidated financial statements

<PAGE>

METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Net sales ....................................................... $ 633,743 $ 669,747
Cost of sales ................................................... 359,080 374,594
------------- -------------
Gross profit ................................................ 274,663 295,153
Research and development ........................................ 34,494 33,551
Selling, general and administrative ............................. 189,594 192,844
Amortization .................................................... 4,449 5,473
Purchased research and development .............................. 29,959 9,976
Interest expense ................................................ 28,199 17,153
Other charges, net .............................................. 7,316 1,606
------------- -------------
Earnings (loss) before taxes, minority interest and
extraordinary item........................................... (19,348) 34,550
Provision for taxes ............................................. 7,296 13,552
Minority interest ............................................... 375 233
------------- -------------
Earnings (loss) before extraordinary item ................... (27,019) 20,765
Extraordinary item - debt extinguishment ........................ (9,552) --
------------- -------------
Net earnings (loss) ......................................... $ (36,571) $ 20,765
============= =============
Basic earnings (loss) per common share:
Net earnings (loss) before extraordinary item ............... $ (0.88) $ 0.54
Extraordinary item .......................................... (0.31) --
------------- -------------
Net earnings (loss) ......................................... $ (1.19) $ 0.54
============= =============
Weighted average number of common shares .................... 30,686,189 38,342,651
Diluted earnings (loss) per common share:
Net earnings (loss) before extraordinary item ............... $ (0.88) $ 0.51
Extraordinary item .......................................... (0.31) --
------------- -------------
Net earnings (loss) ......................................... $ (1.19) $ 0.51
============= =============
Weighted average number of common shares .................... 30,686,189 40,619,050
</TABLE>

See the accompanying notes to the interim consolidated financial statements

<PAGE>

METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK ACCUMULATED
ALL CLASSES ADDITIONAL OTHER
------------------------- PAID-IN ACCUMULATED COMPREHENSIVE
SHARES AMOUNT CAPITAL DEFICIT LOSS TOTAL
---------- ----------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1996 ...... 2,438,514 $ 25 $ 188,084 $ (159,046) $ (16,637) $ 12,426
New issuance of Class A
and C shares ........... 3,857 -- 300 -- -- 300
Purchase of Class A and C
treasury stock ......... (5,123) -- (398) -- -- (398)
Comprehensive loss:
Net loss ............... -- -- -- (36,571) -- (36,571)
Change in currency
translation adjustment -- -- -- -- (12,018) (12,018)
Comprehensive loss ....... (48,589)
---------- ----------- ----------- ----------- ------------- -----------
Balance at
September 30, 1997 ..... 2,437,248 $ 25 $ 187,986 $ (195,617) $ (28,655) $ (36,261)
========== =========== =========== =========== ============= ===========
Balance at
December 31, 1997 ...... 38,336,014 $ 383 $ 284,630 $ (224,152) $ (35,462) $ 25,399
Exercise of stock options 19,912 1 157 -- -- 158
Comprehensive income:
Net earnings ........... -- -- -- 20,765 -- 20,765
Change in currency
translation adjustment -- -- -- -- (3,418) (3,418)
Comprehensive income ..... 17,347
---------- ----------- ----------- ----------- ------------- -----------
Balance at
September 30, 1998 ..... 38,355,926 $ 384 $ 284,787 $ (203,387) $ (38,880) $ 42,904
========== =========== =========== =========== ============= ===========
</TABLE>

See the accompanying notes to the interim consolidated financial statements

<PAGE>

METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) ........................................... $ (36,571) $ 20,765
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
Depreciation ................................................ 17,784 18,022
Amortization ................................................ 4,449 5,473
Charges for purchased research and development and
cost of sales associated with revaluation of inventories . 32,013 9,976
Extraordinary item-debt extinguishment ...................... 9,552 --
Net gain on disposal of long-term assets .................... (126) (2,495)
Deferred taxes .............................................. (6,804) (883)
Minority interest ........................................... 375 233
Increase (decrease) in cash resulting from changes in:
Trade accounts receivable, net .............................. (920) (5,681)
Inventories ................................................. (4,715) (4,170)
Other current assets ........................................ (3,404) 3,040
Trade accounts payable ...................................... (7,344) (3,468)
Accruals and other liabilities, net ......................... 25,987 (2,272)
------------- -------------
Net cash provided by operating activities ............... 30,276 38,540
------------- -------------
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment ........... 15,913 15,938
Purchase of property, plant and equipment ..................... (13,299) (17,348)
Acquisitions .................................................. (74,908) (14,945)
Other investing activities .................................... (6,679) (885)
------------- -------------
Net cash used in investing activities ................... (78,973) (17,240)
------------- -------------
Cash flows from financing activities:
Proceeds from borrowings ...................................... 314,657 20,035
Repayments of borrowings ...................................... (289,392) (49,513)
New issuance of shares ........................................ 300 158
Purchase of treasury stock .................................... (398) --
------------- -------------
Net cash provided by (used in) financing activities ..... 25,167 (29,320)
------------- -------------
Effect of exchange rate changes on cash and cash equivalents .... (4,008) 58
------------- -------------
Net decrease in cash and cash equivalents ....................... (27,538) (7,962)
Cash and cash equivalents:
Beginning of period ........................................... 60,696 23,566
------------- -------------
End of period ................................................. $ 33,158 $ 15,604
============= =============
</TABLE>

See the accompanying notes to the interim consolidated financial statements

<PAGE>

METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

1. BASIS OF PRESENTATION

Mettler-Toledo International Inc. ("Mettler Toledo" or the "Company"),
is a global supplier of precision instruments and is a manufacturer and
marketer of weighing instruments for use in laboratory, industrial and food
retailing applications. The Company also manufactures and sells certain
related analytical and measurement technologies. The Company's
manufacturing facilities are located in Switzerland, the United States,
Germany, the United Kingdom and China. The Company's principal executive
offices are located in Greifensee, Switzerland.

The accompanying interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America on a basis which reflects the interim consolidated
financial statements of the Company. The interim consolidated financial
statements have been prepared without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. The interim
consolidated financial statements as of September 30, 1998 and for the nine
month periods ended September 30, 1997 and 1998 should be read in
conjunction with the December 31, 1996 and 1997 consolidated financial
statements and the notes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.

The accompanying interim consolidated financial statements reflect all
adjustments (consisting of only normal recurring adjustments) which, in the
opinion of management, are necessary for a fair statement of the results of
the interim periods presented. Operating results for the nine months ended
September 30, 1998 are not necessarily indicative of the results to be
expected for the full year ending December 31, 1998.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventories

Inventories are valued at the lower of cost or market. Cost, which
includes direct materials, labor and overhead plus indirect overhead, is
determined using either the first in, first out (FIFO) or weighted average
cost methods and to a lesser extent the last in, first out (LIFO) method.

Inventories consisted of the following at December 31, 1997 and
September 30, 1998:

DECEMBER 31, SEPTEMBER 30,
1997 1998
------------- -------------
Raw materials and parts ........... $ 42,435 $ 42,726
Work in progress .................. 29,746 34,940
Finished goods .................... 28,968 32,357
------------- -------------
101,149 110,023
LIFO reserve ...................... (102) (53)
------------- -------------
$ 101,047 $ 109,970
============= =============

<PAGE>

METTLER-TOLEDO INTERNATIONAL INC.
(FORMERLY "MT INVESTORS INC.")

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

Earnings (Loss) Per Common Share

Effective December 31, 1997, the Company adopted the Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share."
Accordingly, basic and diluted earnings (loss) per common share data for
each period presented have been determined in accordance with the
provisions of SFAS 128. In accordance with the treasury stock method, the
Company has included 2,276,399 and 2,260,600 equivalent shares related to
4,282,718 outstanding options to purchase shares of common stock, as
described in Note 11 in the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, in the calculation of diluted weighted
average number of common shares for the nine month period ended September
30, 1998. Such common stock equivalents were not included in the
computation of diluted loss per common share for the period ended September
30, 1997, as the effect is antidilutive. The Company retroactively adjusted
its weighted average common shares for the purpose of the basic and diluted
loss per common share computations for the 1997 period pursuant to SFAS 128
and Securities and Exchange Commission Staff Accounting Bulletin No. 98
issued in February 1998.

Reporting Comprehensive Income

Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive
Income." SFAS 130 requires that changes in the amounts of certain items,
including foreign currency translation adjustments, be shown in the
financial statements. The Company has displayed comprehensive income and
its components in the Interim Consolidated Statements of Shareholders'
Equity. Prior year financial statements have been restated to reflect the
application of SFAS 130 as required by the standard. The adoption of SFAS
130 did not have a material effect on the Company's consolidated financial
statements.

3. BUSINESS COMBINATION

In July 1998, the Company acquired Bohdan Automation Inc., a leading
supplier of laboratory automation and automated synthesis products. The
Company incurred a charge of $10.0 million immediately following the
acquisition based upon an independent valuation for purchased research and
development costs for products being developed that have not established
technological feasibility as of the date of acquisition which, if
unsuccessful, have no alternative future use in research and development
activities or otherwise. The independent valuation of the purchased
research and development costs has been based upon a "stage completion"
approach to allocate value associated with the research and development
projects between the completed portion and the portion to be completed by
the Company. This "stage completion" approach is consistent with recent
guidance provided in a letter from the SEC Chief Accountant to the AICPA
SEC Regulations Committee. The Company believes the independent valuation
for purchased research and development costs was calculated in accordance
with Statement of Financial Accounting Standards No. 2, "Accounting for
Research and Development Costs," as interpreted by FASB Interpretation No.
4 and recent SEC guidance. The Company expects that the projects underlying
these research and development efforts will be substantially complete over
the next two years.

4. FINANCIAL INSTRUMENTS

The Company has continued to designate certain of its Swiss franc debt
as a hedge of its net investments. In this respect, during 1998 the Company
has also entered into certain forward contracts maturing in October 1998 to
sell SFr 61.4 million (approximately $44.6 million at September 30, 1998).
Any changes in the fair value of the forward contracts and the debt are
recorded in comprehensive income and offset changes in the translated value
of the net investments which they hedge.

[The inside back cover contains a picture and captions as described below]

Sustained technology leadership

[Photograph of a MonoBloc(TM) weighing sensor]

METTLER TOLEDO'S new MonoBloc(TM) weighing sensor reduces manufacturing costs as
well as the time and expense of design changes.

[Mettler-Toledo logotype]

<PAGE>

5,650,000 SHARES

METTLER-TOLEDO INTERNATIONAL, INC.

COMMON STOCK

------------------
P R O S P E C T U S
------------------

MERRILL LYNCH & CO.

*, 1998

<PAGE>

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED NOVEMBER 30, 1998

PROSPECTUS
- - ----------
[GRAPHIC OMITTED]
5,650,000 Shares
METTLER-TOLEDO INTERNATIONAL INC.
COMMON STOCK
------------

The selling shareholders of Mettler-Toledo International Inc. are
offering and selling 5,650,000 shares of our outstanding common stock under
this prospectus. None of our directors, executive officers or employees is
selling shares in this offering, and neither we nor they will receive any
proceeds from the sale of the shares. The underwriters have agreed to pay
certain of our expenses in connection with the offerings estimated at $ .

This is a firm commitment underwriting. The international managers
will offer 1,130,000 shares outside the United States and Canada and the
U.S. underwriters will offer 4,520,000 shares in the United States and
Canada.

INVESTING IN THE COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE 12 OF THIS PROSPECTUS.

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

PER SHARE TOTAL
------------ ---------

Public Offering Price..................... $ $

Underwriting Discount..................... $ $

Proceeds To Selling Shareholders.......... $ $

The international managers may also purchase up to an additional 169,500
shares at the public offering price, less the underwriting discount, within
30 days from the date of this prospectus to cover over-allotments. The U.S.
underwriters may similarly purchase up to an aggregate of an additional 678,000
shares.

We expect that the shares of common stock will be ready for delivery
in New York, New York on or about , 1998.

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

MERRILL LYNCH INTERNATIONAL

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

The date of this Prospectus is , 1998.

<PAGE>

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

UNDERWRITING

Merrill Lynch International, and others are acting as the
international managers (the "International Managers") for the international
offering. Subject to the terms and conditions set forth in an international
purchase agreement (the "International Purchase Agreement") among the
Company, the selling shareholders and the International Managers, and
concurrently with the sale of 4,520,000 shares of common stock to the U.S.
Underwriters (as defined below), the selling shareholders have agreed to
sell to the International Managers, and each of the International Managers
severally and not jointly has agreed to purchase from the selling
shareholders the number of shares of common stock set forth opposite its
name below.

International Manager Number of Shares
--------------------- ----------------

Merrill Lynch International...............
------------

Total.............................. 1,130,000
============

The Company and the selling shareholders have also entered into a U.S.
purchase agreement (the "U.S. Purchase Agreement") with Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), and others in the
United States and Canada (the "U.S. Underwriters" and, together with the
International Managers, the "Underwriters"). Subject to the terms and
conditions set forth in the U.S. Purchase Agreement, and concurrently with
the sale of 1,130,000 shares of common stock to the International Managers
pursuant to the International Purchase Agreement, the selling shareholders
have agreed to sell to the U.S. Underwriters, and the U.S. Underwriters
severally have agreed to purchase from the selling shareholders, an
aggregate of 4,520,000 shares of common stock. The initial public offering
price per share and the total underwriting discount per share of common
stock are identical under the International Purchase Agreement and the U.S.
Purchase Agreement.

The selling shareholders also have granted options to the
International Managers, exercisable for 30 days after the date of this
prospectus, to purchase up to an aggregate of 169,500 additional shares of
common stock at the initial public offering price set forth on the cover
page of this prospectus, less the underwriting discount. The International
Managers may exercise these options solely to cover over-allotments, if
any, made on the sale of the common stock offered hereby. To the extent
that the International Managers exercise these options, each International
Manager will be obligated, subject to certain conditions, to purchase a
number of additional shares of common stock proportionate to such
International Manager's initial amount reflected in the foregoing table.
The selling shareholders also have granted options to the U.S.
Underwriters, exercisable for 30 days after the date of this prospectus, to
purchase up to an aggregate of 678,000 additional shares of common stock to
cover over-allotments, if any, on terms similar to those granted to the
International Managers.

Without
-------
Per Share Option With Option
--------- ------ -----------

Public Offering Price.................... $ $ $
Underwriting Discount.................... $ $ $
Proceeds, before expenses, to the
Selling Stockholders.................. $ $ $

<PAGE>

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

The Underwriters have agreed to pay certain expenses of the Company
incurred in connection with the offerings estimated at $ .

In the International Purchase Agreement and the U.S. Purchase
Agreement, the several International Managers and the several U.S.
Underwriters, respectively, have agreed, subject to the terms and
conditions set forth therein, to purchase all of the shares of common stock
being sold pursuant to each such agreement if any of the shares of common
stock being sold pursuant to such agreement are purchased. Under certain
circumstances, under the International Purchase Agreement and the U.S.
Purchase Agreement, the commitments of nondefaulting Underwriters may be
increased. The closings with respect to the sale of shares of common stock
to be purchased by the International Managers and the U.S. Underwriters are
conditioned upon one another.

The Lead Managers have advised the Company and the selling
shareholders that the International Managers propose initially to offer the
shares of common stock to the public at the initial public offering price
set forth on the cover page of this prospectus, and to certain dealers at
such price less a concession not in excess of $ per share of common
stock. The International Managers may allow, and such dealers may reallow,
a discount not in excess of $ per share of common stock on sales to
certain other dealers. After the initial public offering, the public
offering price, concession and discount may be changed.

The Company, the Company's executive officers and directors and the
selling shareholders, who will collectively hold, after the offerings,
shares of common stock (assuming no exercise of the Underwriters'
over-allotment options) will agree, subject to certain exceptions, not to
directly or indirectly (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant for the sale of or otherwise dispose of
or transfer any shares of common stock or securities convertible into or
exchangeable or exercisable for common stock or file a registration
statement under the Securities Act with respect to the foregoing or (ii)
enter into any swap or other agreement that transfers, in whole or in part,
the economic consequence of ownership of the common stock whether any such
swap or transaction is to be settled by delivery of common stock or other
securities, in cash or otherwise, without the prior written consent of
Merrill Lynch on behalf of the Underwriters for a period of 90 days after
the date of this prospectus. Certain other shareholders, who collectively
hold a total of shares, have similarly agreed not to dispose of or
transfer shares without the Company's consent until March 1, 1999. See
"Shares Eligible for Future Sale."

The International Managers and the U.S. Underwriters have entered into
an intersyndicate agreement (the "Intersyndicate Agreement") that provides
for the coordination of their activities. Pursuant to the Intersyndicate
Agreement, the International Managers and the U.S. Underwriters are
permitted to sell shares of common stock to each other for purposes of
resale at the initial public offering price, less an amount not greater
than the selling concession. Under the terms of the Intersyndicate
Agreement, the U.S. Underwriters and any dealer to whom they sell shares of
common stock will not offer to sell or sell shares of common stock to
persons who are non-U.S. or non-Canadian persons or to persons they believe
intend to resell to persons who are non-U.S. or non-Canadian persons, and
the International Managers and any dealer to whom they sell shares of
common stock will not offer to sell or sell shares of common stock to U.S.
persons or to Canadian persons or to persons they believe intend to resell
to U.S. or Canadian persons, except in the case of transactions pursuant to
the Intersyndicate Agreement.

The Company and the selling shareholders have agreed to indemnify the
International Managers and the U.S. Underwriters against certain
liabilities, including certain liabilities under the Securities Act, or to
contribute to payments the U.S. Underwriters and the International Managers
may be required to make in respect thereof.

<PAGE>

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

Until the distribution of the common stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the
Underwriters and certain selling group members to bid for and purchase the
common stock. As an exception to these rules, the U.S. Underwriters are
permitted to engage in certain transactions that stabilize the price of the
common stock. Such transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the common stock.

The U.S. Underwriters may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the U.S.
Underwriters purchase shares of common stock in the open market to reduce
the Underwriters' short position or to stabilize the price of the common
stock, they may reclaim the amount of the selling concession from the
Underwriters and selling group members who sold those shares as part of the
offerings.

Neither the Company nor any of the Underwriters makes any
representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of the common
stock. In addition, neither the Company nor any of the Underwriters makes
any representation that the U.S. Underwriters will engage in such
transactions or that such transactions, once commenced, will not be
discontinued without notice.

Each International Manager has agreed that (i) it has not offered or
sold and, prior to the expiration of the period of six months from the
closing date, will not offer or sell any shares of common stock to persons
in the United Kingdom, except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which do not constitute an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995; (ii) it has complied and will comply with all applicable provisions
of the Financial Services Act 1986 with respect to anything done by it in
relation to the common stock in, from or otherwise involving the United
Kingdom; and (iii) it has only issued or passed on and will only issue or
pass on in the United Kingdom any document received by it in connection
with the issuance of common stock to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996, as amended, or is a person to whom
such document may otherwise lawfully be issued or passed on.

No action has been or will be taken in any jurisdiction (except in the
United States) that would permit a public offering of the shares of common
stock, or the possession, circulation or distribution of this prospectus or
any other material relating to the Company, the selling shareholders or
shares of common stock in any jurisdiction where action for that purpose is
required. Accordingly, the shares of common stock may not be offered or
sold, directly or indirectly, and neither this prospectus nor any other
offering material or advertisements in connection with the shares of common
stock may be distributed or published, in or from any country or
jurisdiction except in compliance with any applicable rules and regulations
of any such country or jurisdiction.

Purchasers of the shares offered hereby may be required to pay stamp
taxes and other charges in accordance with the laws and practices of the
country of purchase in addition to the offering price set forth on the
cover page hereof.

<PAGE>

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

The Underwriters have from time to time provided investment banking
financial advisory services to the Company and AEA Investors and its
affiliates, for which they have received customary compensation, and may
continue to do so in the future. Merrill Lynch served as lead manager of
the offering of subordinated notes of the Company in October 1996, Merrill
Lynch served as the Arranger and Documentation Agent in connection with the
Company's previous credit facility and the credit agreement for which they
received customary compensation. Merrill Lynch and its affiliates were
lenders under the Company's previous credit facility and are lenders under
the credit agreement. Merrill Lynch acted as an underwriter in connection
with the Company's IPO.

<PAGE>

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

5,650,000 SHARES

METTLER-TOLEDO INTERNATIONAL, INC.

COMMON STOCK

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

P R O S P E C T U S
------------------

MERRILL LYNCH INTERNATIONAL

*, 1998

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

The following table shows the expenses, other than underwriting
discounts and commissions, to be incurred by the Company in connection with
the sale and distribution of securities being registered by the Company.

SEC Registration Fee.................. $40,868
NASD Filing Fee....................... 15,201
Blue Sky Fees and Expenses............ 5,000
Legal Fees and Expenses...............
Accounting Fees and Expenses..........
Printing Expenses.....................
Miscellaneous Expenses................
----------

Total.............................. $
==========

* Except for the SEC registration fee and the NASD Filing Fee, all of the
foregoing expenses have been estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company, as a Delaware corporation, is empowered by Section
145 of the Delaware General Corporation Law (DGCL), subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such
person is made or threatened to be made a party by reason of his being or
having been a director, officer, employee or agent of the Company or his
serving at the request of the Company as a director, officer, employee or
agent of another company or other entity. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.
The Amended By-laws provide for indemnification by the Company of its
directors and officers to the full extent authorized by the DGCL. Pursuant
to Section 145 of the DGCL, the Company has purchased insurance on behalf
of its present and former directors and officers against liabilities
asserted against and incurred by them in such capacity or arising out of
their status as such.

Pursuant to specific authority granted by Section 102 of the
DGCL, the Amended and Restated Certificate of Incorporation contains the
following provision regarding indemnification of directors:

"To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a
Director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director."

The Amended By-laws contain the following provision
regarding indemnification of directors and officers:

"The Corporation shall indemnify to the full extent
authorized by law any person made or threatened to be made a
party to an action, suit or proceeding, whether criminal, civil
administrative or investigative, by reason of the fact that he,
his testator or intestate is or was a director, officer, employee
or agent of the Corporation or is or was serving, at the request
of the Corporation, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise."

The Company has entered into agreements to provide
indemnification for their directors and certain officers in addition to the
indemnification provided for in the Amended and Restated Certificate of
Incorporation and Amended By-laws. These agreements, among other things,
indemnify the directors, to the fullest extent provided by Delaware law,
for certain expenses (including attorneys' fees), losses, claims,
liabilities, judgments, fines and settlement amounts incurred by such
indemnitee in any action or proceeding, including any action by or in the
right of the Company, on account of services as a director or officer of
any affiliate of the Company, or as a director or officer of any other
company or enterprise that the indemnitee provides services to at the
request of the Company.

The Company has agreed to indemnify employees of AEA Investors
who serve as directors of the Company.

ITEM 16 - EXHIBITS

Exhibit
Number Description
- - ------- -----------

1.1* -- Form of U.S. Purchase Agreement.

1.2* -- Form of International Purchase Agreement.

2.1 -- Stock Purchase Agreement between AEA-MT Inc., AG fur
Prazisionsinstrumente and Ciba-Geigy AG, as amended (Filed as
Exhibit 2.1 to the Registration Statement, as amended, on Form S-1,
of the Company (Reg. No. 33-09621) and incorporated herein by
reference).

2.2 -- Share Sale and Purchase Agreement relating to the acquisition of
the entire issued share capital of Safeline Limited (Filed as
Exhibit 2 to the Current Report on Form 8-K of Mettler-Toledo
Holding Inc. dated June 3, 1997 and incorporated herein by
reference).

4.3 -- Specimen Form of the Company's Common Stock Certificate Filed as
Exhibit 4.3 to the Registration Statement, as amended, on Form S-1
of the Company (Reg. No. 333-35597) and incorporated herein by
reference).

5.1* -- Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel to the
Company, as to the legality of the securities being registered.

23.1* -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.1).

23.2 -- Consent of KPMG Fides Peat, independent auditors.

24.1 -- Powers of Attorney (included on the signature page included in this
Part II).

- - ----------------------
* To be filed by amendment

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
Prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of Prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of Prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus within one business day of receipt of such
request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of
the registration statement through the date of responding to the
request.

(4) The undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON
THE 1ST OF DECEMBER, 1998.

METTLER-TOLEDO INTERNATIONAL INC.

By: /S/ William P. Donnelly
------------------------------------------
William P. Donnelly
Vice President and Chief Financial Officer

KNOWN ALL MEN BY THESE PRESENTS, that each person whose name
appears below constitutes and appoints Robert F. Spoerry, William P.
Donnelly, Thomas P. Salice and James T. Bellerjeau, and each of them, his
true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, as well as any related
registration statement (or amendment thereto) filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original, but which taken together shall
constitute one instrument.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:

SIGNATURE TITLE DATE
--------- ----- ----

/S/ Robert F. Spoerry President and Chief Executive November 30,
- - ------------------------- Officer 1998
Robert F. Spoerry (Principal Executive Officer),
Chairman of the Board

/S/ William P. Donnelly Vice President and Chief November 30,
- - ------------------------- Financial Officer 1998
William P. Donnelly

/S/ Philip Caldwell Director November 30,
- - ------------------------- 1998
Philip Caldwell

/S/ Reginald H. Jones Director November 30,
- - ------------------------- 1998
Reginald H. Jones

/S/ John D. Macomber Director November 30,
- - ------------------------- 1998
John D. Macomber

/S/ Laurence A. Y. Moh Director November 30,
- - ------------------------- 1998
Laurence Z. Y. Moh

/S/ Thomas P. Salice Director November 30,
- - ------------------------- 1998
Thomas P. Salice

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
- - ------- -----------

1.1* -- Form of U.S. Purchase Agreement.

1.2* -- Form of International Purchase Agreement.

2.2 -- Share Sale and Purchase Agreement relating to the acquisition of
the entire issued share capital of Safeline Limited (Filed as
Exhibit 2 to the Current Report on Form 8-K of Meter-Toledo
Holding Inc. dated June 3, 1997 and incorporated herein by
reference).

5.1* -- Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel to the
Company, as to the legality of the securities being registered.

23.1* -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.1).

23.2 -- Consent of KPMG Fides Peat, independent auditors.

24.1 -- Powers of Attorney (included on the signature page included in Part
II of the Registration Statement).

- - ----------------------
* To be filed by amendment

Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Mettler-Toledo International Inc.:

We consent to the use of our repports included and incorporated by
reference therein and to the reference to our firm under the headings
"Summary Financial Information", "Selected Historical Financial
Information" and "Independent Auditors" in the prospectus.

KPMG Fides Peat

Zurich, Switzerland
November 30, 1998