SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            Form 10-Q

(Mark One)

/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
     ENDED JUNE 30, 1997, OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
     FROM -------------- TO --------------

Commission File Number 333-09621-01

                   Mettler-Toledo Holding Inc.
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)
                                
              Delaware                        13-3900409
  -------------------------------   ----------------------------
  (State or other jurisdiction of   (IRS Employer Identification
   incorporation or organization)               No.)
                                                   
   Im Langacher, P.O. Box MT-100
   CH 8608 Greifensee, Switzerland                   
  --------------------------------         ---------------
                                              (Zip Code)
  (Address of principal executive
              offices)
                                
                         41-1-944-22-11
      ----------------------------------------------------
      (Registrant's telephone number, including area code)
                                
  Indicate by check mark whether the registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the
  Securities Exchange Act of 1934 during the preceding 12 months
  (or for such shorter period that the registrant was required to
  file such reports), and (2) has been subject to such filing
  requirements for the past 90 days.  Yes /X/  No / /

  The Registrant has 1,000 shares of Common Stock outstanding as
  of June 30, 1997.


                   METTLER-TOLEDO HOLDING INC.
             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                                                        Page No.

Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
-----------------------------
METTLER-TOLEDO HOLDING INC.
Unaudited Interim Consolidated Financial Statements:
 Interim Consolidated Balance Sheets as of
    December 31, 1996 and June 30, 1997                   3

 Interim Consolidated Statements of Operations
    for the six months ended June 30, 1996 and 1997       4

 Interim Consolidated Statements of Operations
    for the three months ended June 30, 1996 and 1997     5

 Interim Consolidated Statements of Changes in
    Net Assets / Shareholders' Equity (Deficit)
    for the six months ended June 30, 1996 and 1997       6

 Interim Consolidated Statements of Cash Flows for
    the six months ended June 30, 1996 and 1997           7

 Notes to the Interim Consolidated Financial
    Statements                                            8

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations   12
          ---------------------------------------------
Part II.  OTHER INFORMATION
Item 1.   Legal Proceedings                               16
          -----------------
Item 2.   Changes in Securities                           16
          ---------------------
Item 3.   Default upon Senior Securities                  16
          ------------------------------
Item 4.   Submission of Matters to a Vote of
          Security Holders                                16
          ----------------------------------
Item 5.   Other Information                               16
          -----------------
Item 6.   Exhibits and Reports on Form 8-K                16
          ---------------------------------
Signature                                                 17


                  Part I  Financial Information

Item 1 - Financial Statements
                                
                   METTLER-TOLEDO HOLDING INC.
                                
               INTERIM CONSOLIDATED BALANCE SHEETS
               December 31, 1996 and June 30, 1997
         (in thousands of dollars except per share data)
                                
<TABLE>
<CAPTION>
                                          Successor    Successor
                                          ----------   ---------
                                          December 31,  June 30,
                                              1996       1997
                                              ----       ----
                                                     (unaudited)
                  ASSETS
<S>                                         <C>         <C>
Current assets:
  Cash and cash equivalents                $ 60,696    $ 30,975
  Trade accounts receivable, net            151,161     158,577
  Inventories                               102,526     109,398
  Deferred taxes                              7,565       9,390
  Other current assets                       17,268      19,854
                                           --------    --------
   Total current assets                     339,216     328,194

Property, plant and equipment, net          255,292     250,381
Excess of cost over net assets 
  acquired, net                             135,490     181,284
Long-term deferred taxes                      3,916       4,324
Other assets                                 37,974      22,652
                                           --------    --------

   Total assets                            $771,888    $786,835
                                           ========    ========
</TABLE>

<TABLE>
<CAPTION>
             LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
<S>                                         <C>         <C>
Current liabilities:
  Trade accounts payable                  $  32,797    $  28,844
  Accrued and other liabilities             115,314      121,075
  Taxes payable                              17,580       23,683
  Deferred taxes                              9,132        8,606
  Bank and other loans                       80,446       70,476
                                           ---------   ----------
   Total current liabilities                255,269      252,684
Long-term debt due to third parties         373,758      440,605
Long-term deferred taxes                     30,467       28,133
Other long-term liabilities                  96,810       93,315
                                           ---------   ----------
   Total liabilities                        756,304      814,737

Minority interest                             3,158        3,529
Shareholders' equity (deficit):
  Common stock, $1.00 par value, 1,000
    shares authorized and issued                  1            1
  Additional paid-in capital                188,108      188,108
  Accumulated deficit                      (159,046)    (195,333)
  Currency translation adjustment           (16,637)     (24,207)
                                          ----------   ----------
   Total shareholders' equity (deficit)      12,426      (31,431)
                                          ----------   ----------
Total liabilities and shareholders'
    equity (deficit)                      $ 771,888    $ 786,835
                                          ==========   ==========
                                
</TABLE>

See the accompanying notes to the interim consolidated financial
                           statements

                   METTLER-TOLEDO HOLDING INC.
                                
          INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
             Six months ended June 30, 1996 and 1997
                         (in thousands)
<TABLE>
<CAPTION>
                                         Predecessor   Successor
                                         -----------   ---------
                                           June 30,     June 30,
                                              1996        1997
                                              ----        ----
                                          (unaudited) (unaudited)

<S>                                        <C>         <C>
Net sales                                  $423,802    $417,814
Cost of sales                               252,203     237,516
                                           --------    --------
  Gross profit                              171,599     180,298


Research and development                     25,054      22,444
Selling, general and administrative         120,531     126,351
Amortization                                  1,270       2,333
Purchased research and development                -      29,959
Other income, net                                 -         (99)
                                           --------     --------
  Earnings (loss) before interest,
    taxes and extraordinary item             24,744        (690)
Interest expense                              8,346      19,170
Financial expense (income), net                (965)      2,290
                                            -------    --------

  Earnings (loss) before taxes,
    minority interest and 
    extraordinary item                       17,363     (22,150)
Provision for taxes                           6,830       4,337
Minority interest                               526        248
                                           --------    --------
  Earnings (loss) before
    extraordinary item                       10,007     (26,735)
                                                               
Extraordinary item - debt
  extinguishment                                  -       9,552
                                           --------    --------

 Net earnings (loss)                        $10,007    $(36,287)
                                           ========    ========
</TABLE>

                                
                                
See the accompanying notes to the interim consolidated financial
                           statements

                   METTLER-TOLEDO HOLDING INC.
                                
          INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
            Three months ended June 30, 1996 and 1997
                         (in thousands)


<TABLE>
<CAPTION>
                                         Predecessor   Successor
                                         -----------   ---------
                                           June 30,     June 30,
                                             1996        1997
                                             ----        ----
                                          (unaudited) (unaudited)

<S>                                        <C>          <C>
Net sales                                  $222,429    $220,412
Cost of sales                               131,225     123,396
                                           --------    --------

 Gross profit                                91,204      97,016


Research and development                     12,602      11,612
Selling, general and administrative          59,051      66,158
Amortization                                    599       1,176
Purchased research and development                -      29,959
Other income, net                                 -        (110)
                                           --------    --------

 Earnings (loss) before interest,
    taxes and extraordinary item             18,952     (11,779)
Interest expense                              3,809       9,724
Financial income, net                          (569)     (1,453)
                                           --------    --------

 Earnings (loss) before taxes and
   minority interest and
    extraordinary item                       15,712     (20,050)
Provision for taxes                           6,182       5,424
Minority interest                               452         139
                                           --------    --------
 Earnings (loss) before
   exraordinary item                          9,078     (25,613)
Extraordinary item - debt
 extinguishment                                   -       9,552
                                           --------    --------

 Net earnings (loss)                         $9,078    $(35,165)
                                           ========   =========

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

                   METTLER-TOLEDO HOLDING INC.
                                
   INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS /
                 SHAREHOLDERS' EQUITY (DEFICIT)
             Six months ended June 30, 1996 and 1997
                         (in thousands)

<TABLE>
<CAPTION>

                                   Predecessor
                 -----------------------------------------------
                           Six months ended June 30, 1996
                 -----------------------------------------------

                                            Currency
                             Capital     Translation
                            Employed      Adjustment       Total
                            --------     -----------       -----

<S>                           <C>            <C>         <C>

Net assets at December
  31, 1995                  $162,604         $30,650    $193,254
Capital transactions with
   Ciba and affiliates         1,353               -       1,353
Net earnings                  10,007               -      10,007
Change in currency
   translation adjustment          -         (11,252)    (11,252)
                            --------        --------    --------
Net assets at June 30,
   1996                     $173,964         $19,398    $193,362
                            ========         =======    ========

</TABLE>

<TABLE>
<CAPTION>

                                   Successor
                 -----------------------------------------------
                           Six months ended June 30, 1997
                 -----------------------------------------------
                                Additional                Currency        
                        Common   Paid-in   Accumulated  Translation       
                         Stock   Capital     Deficit     Adjustment     Total
                        ------  ---------- -----------  -----------   ---------
<S>                         <C>  <C>        <C>           <C>           <C>
Balance at December 31,
  1996                      $1   $188,108   $(159,046)    $(16,637)     $12,426
Net loss                     -          -     (36,287)           -      (36,287)
Change in currency
   translation
   adjustment                -          -            -      (7,570)      (7,570)
                        ------  ---------- -----------  -----------   ---------
Balance at June 30,         $1   $188,108   $(195,333)    $(24,207)    $(31,431)
  1997
                        ======  ========== ===========  ===========    =========
</TABLE>

See the accompanying notes to the interim consolidated financial
                           statements

                   METTLER-TOLEDO HOLDING INC.
                                
          INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
             Six months ended June 30, 1996 and 1997
                         (in thousands)
                                

<TABLE>
<CAPTION>
                                         Predecessor   Successor
                                         -----------   ---------
                                           June 30,     June 30,
                                              1996        1997
                                              ----        ----
                                          (unaudited) (unaudited)

<S>                                        <C>          <C>
Cash flows from operating activities:
 Net earnings (loss)                        $10,007    $(36,287)
 Adjustments to reconcile net
   earnings (loss) to net cash
   provided by operating activities:
     Depreciation                            12,942      11,802
     Amortization                             1,270       2,333
     Write-off of purchased research
       and development and cost of
       sales associated with
       revaluation of inventories                 -      32,013
     Extraordinary item - debt extinguishment     -       9,552
     Net gain on disposal of long-term assets  (131)       (478)
     Deferred taxes                            (191)     (2,336)
     Minority interest                          526         248
       Increase (decrease) in cash
         resulting from changes in:
         Trade accounts receivable, net      (4,666)     (7,792)
         Inventories                            279      (6,540)
         Other current assets                  (352)     (3,081)
         Trade accounts payable                 932      (5,969)
         Accruals and other
           liabilities, net                  16,244      16,757
                                             ------     -------
           Net cash provided by
              operating activities           36,860      10,222
                                             ------     -------

Cash flows from investing activities:
 Proceeds from sale of property,
   plant and equipment                          508       2,297
 Purchase of property, plant and
   equipment                                (10,053)     (8,760)
 Purchase of Safeline Limited                     -     (74,908)
 Investments in other long term assets,
    net                                         (37)     (1,629)
                                            --------    --------
           Net cash used in investing
              activities                     (9,582)     (83,000)
                                            --------    --------
Cash flows from financing activities:
 Borrowings of third party debt                   -      312,592
 Repayments of third party debt              (1,078)    (265,780)
 Ciba and affiliates repayments             (16,368)           -
 Capital transactions with Ciba
    and affiliates                           (2,983)           -
                                             -------    --------
           Net cash provided by (used in)
              financing activities          (20,429)      46,812
                                            --------    --------
Effect of exchange rate changes
 on cash and cash equivalents                (2,316)      (3,755)
                                            --------    --------
Net increase (decrease) in cash and cash
 equivalents                                  4,533     (29,721)
Cash and cash equivalents:
 Beginning of period                         41,402      60,696
                                            -------    --------
 End of period                              $45,935     $30,975
                                            =======     =======
</TABLE>

See the accompanying notes to the interim consolidated financial
                           statements

                   METTLER-TOLEDO HOLDING INC.

     NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
        (In thousands of dollars unless otherwise stated)

1.BASIS OF PRESENTATION
  
  The accompanying interim consolidated financial statements
  have been prepared in accordance with United States
  generally accepted accounting principles on a basis which
  reflects the interim consolidated financial statements of
  Mettler-Toledo Holding Inc. ("Mettler-Toledo Holding").
  Mettler-Toledo Holding was formed in July, 1996 by AEA
  Investors Inc. ("AEA") to effect the acquisition (the
  "Acquisition") of the Mettler-Toledo Group from Ciba-Geigy
  AG ("Ciba") and its wholly-owned subsidiary, AG fur
  Prazisionsinstrumente ("AGP"). Mettler-Toledo Holding is a
  wholly-owned subsidiary of MT Investors Inc. ("MT
  Investors").  Pursuant to the terms of a stock purchase
  agreement dated April 2, 1996 between MT Investors, AGP and
  Ciba, on October 15, 1996 MT Investors acquired the Mettler-
  Toledo Group in a business combination accounted for as a
  purchase.
  
  In the accompanying interim consolidated financial
  statements the terms "Mettler-Toledo" or the "Company" when
  used in situations pertaining to periods prior to October
  15, 1996 refer to the combined group of businesses sold by
  Ciba and when used in situations pertaining to periods
  subsequent to October 15, 1996 refer to Mettler-Toledo
  Holding and its consolidated subsidiaries. The combined
  historical financial information of the business acquired
  from Ciba prior to the Acquisition on October 15, 1996 are
  referred to as "Predecessor" while the consolidated
  financial information of the Company subsequent to the date
  of the Acquisition are referred to as "Successor". Because
  of purchase price accounting for the Acquisition and the
  additional interest expense from debt incurred to finance
  the Acquisition, the accompanying interim financial
  statements of the Successor are not directly comparable to
  those of the Predecessor.
  
  The accompanying interim consolidated financial statements
  of the Company 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 accompanying interim consolidated
  financial statements as of June 30, 1997 and for the six
  months and three months periods ended June 30, 1996 and
  1997 should be read in conjunction with the December 31,
  1995 and 1996 consolidated financial statements and the
  notes thereto included in Mettler-Toledo Holding's annual
  report on Form 10-K for the year ended December 31, 1996.
  
  The accompanying unaudited 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 six months ended June 30, 1997 are not
  necessarily indicative of the results to be expected for
  the full year ending December 31, 1997.
  
  Debt refinancing
  
  On May 29, 1997, the Company refinanced its existing credit
  facility (the "Credit Agreement"). The Credit Agreement provides 
  for term loan borrowings in an aggregate principal amount of
  approximately US $133.8 million, SFr 171.5 million and GBP
  26.7 million, that are scheduled to mature between 2002 and
  2004, a Canadian revolving credit facility with
  availability of CDN $26.3 million and a multi-currency
  revolving credit facility with availability of US $151.0
  million. The revolving credit facilities are scheduled to
  mature in 2002.
  
  The Company recorded an extraordinary item - debt
  extinguishment of $9.6 million representing a one time
  charge for the write-off of capitalized debt issuance fees
  and related expenses associated with the Company's previous
  credit facility.
  
  Safeline acquisition
  
  On May 30, 1997, the Company purchased (the "Safeline
  Acquisition") the entire issued share capital of Safeline
  Limited ("Safeline"), a manufacturer of metal detection
  systems based in Manchester in the United Kingdom, for
  approximately GBP 61 million (approximately US $100
  million) subject to post-closing adjustment, plus up to an
  additional GBP 6 million (US $10 million) for a contingent
  earn-out payment. Under the terms of the agreement the
  Company paid approximately GBP 47.2 million (US $77.4
  million) of the purchase price in cash, provided by amounts
  loaned under its Credit Agreement, with the remaining
  balance of approximately GBP 13.7 million (US $22.5
  million) paid in the form of seller loan notes which mature
  May 30, 1999. In connection with the Safeline Acquisition
  the Company incurred expenses of approximately $2.0 million
  which have been accounted for as part of the purchase
  price.
  
  The Company has accounted for the Safeline Acquisition
  using the purchase method of accounting. Accordingly, the
  costs of the Safeline Acquisition were allocated to the
  assets acquired and liabilities assumed based upon their
  respective fair values. Approximately $30 million 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 Safeline Acquisition.  The Company expects 
  that the projects underlying these research and development
  efforts will be substantially complete over the next two
  years.  The Company spends more than $40 million annually
  on research and development; however, ultimately achieving
  technological feasibility cannot be assured for these
  projects or others. In addition, the Company allocated
  approximately $2.0 million 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
  Safeline Acquisition over the fair value of the net assets
  acquired of approximately $62 million is being amortized
  over 30 years. The purchase price allocation is subject to
  adjustment. The results of operations and cash flows of
  Safeline have been consolidated with those of the Company
  from the date of the Safeline Acquisition.
  
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  Business
  
  Mettler-Toledo 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 laboratory measurement instruments.
  The Company manufacturing facilities are located in
  Switzerland, the United States, Germany, the United Kingdom
  and China.
  
  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 method.
  Two subsidiaries of the Company in the U.S. use the last
  in, first out (LIFO) cost method.
  
  Inventories consisted of the following at December 31, 1996
  and June 30, 1997:
  
<TABLE>
<CAPTION>

                                   December 31,        June 30,
                                       1996              1997
                                   ------------	    ------------
         <S>                         <C>               <C>
         Raw materials and parts     $ 41,015         $ 42,309
         Work in progress              31,534           33,078
         Finished goods                29,982           34,168
                                     ---------	      ---------
                                      102,531          109,555
         LIFO reserve                      (5)            (157)
                                     ---------	      ---------

                                     $102,526         $109,398
                                     =========	      =========
</TABLE>

  Interest rate agreements
  
  In July 1997 the Company entered into three year interest 
  rate cap agreements to limit the impact of increases in 
  interest rates on $150 million of US 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
  million of US 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%.
  
  The Company has designated such interest rate agreements as
  hedges of certain of its long-term debt payable and
  recognizes interest differentials as adjustments to
  interest expense in the period they occur. Premiums paid on
  interest rate cap agreements are amortized over the terms
  of the agreements. In August 1997, the Company entered
  into certain three year interest rate swap agreements that 
  fix the interest obligation associated with SFR 112.5 million
  of Swiss Franc based debt at rates varying between 2.17% 
  and 2.49%.
  
3.SUMMARIZED INTERIM FINANCIAL INFORMATION - METTLER-TOLEDO,
  INC.
  
  In connection with the Acquisition, Mettler-Toledo, Inc., a
  wholly-owned subsidiary of Mettler-Toledo Holding, issued
  senior subordinated notes (the "Notes") which were fully
  and unconditionally guaranteed on a senior subordinated
  basis by Mettler-Toledo Holding.  Set forth below is
  summarized interim financial information for Mettler-
  Toledo, Inc. Separate interim financial statements of
  Mettler-Toledo, Inc. are not presented because management
  has determined that they would not be material to
  investors.
  
  During the Predecessor period Mettler-Toledo, Inc. operated
  as a subsidiary of Ciba.  In connection with the
  Acquisition, Mettler-Toledo was reorganized such that
  Mettler-Toledo, Inc. directly or indirectly owns each of
  the entities comprising Mettler-Toledo.  Summarized
  financial information for Mettler-Toledo, Inc. for the
  Predecessor period assumes that the reorganization had been
  effected for all periods presented.
  
<TABLE>
<CAPTION>

                                           Predecessor  Successor
                                           -----------  ---------
                                Successor      Six months ended
                                ---------  ----------------------
                              December 31,    June 30,   June 30,
                                  1996         1996        1997
                              ------------    --------   --------
  <S>                           <C>              <C>     <C>
 Mettler-Toledo, Inc.:
    Current assets              $339,216         NA      $328,194
    Non-current assets           432,672         NA       458,641
    Current liabilities          255,269         NA       252,684
    Non-current liabilities      501,035         NA       562,053
    Minority interest              3,158         NA         3,529
    Shareholders' equity
       (deficit)                  12,426         NA       (31,431)
    Net sales                       NA        $423,802    417,814
    Gross profit                    NA         171,599    180,298
    Earnings (loss) from
       continuing operations
       before extraordinary item    NA          10,007    (26,735)
    Net earnings (loss)             NA          10,007    (36,287)

</TABLE>

  NA = Not Applicable
  
  Under the Credit Agreement and the indenture relating 
  to Notes, Mettler-Toledo, Inc. is prohibited from 
  paying dividends to Mettler-Toledo Holding and 
  Mettler-Toledo, Inc. and its subsidiaries are prohibited
  from making loans and other advances to Mettler-Toledo
  Holding, in each case, subject to certain limited 
  exceptions.
  

Item 2.   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 Unaudited Interim Consolidated
  Financial Statements included herein.
  
Genera1
  
  Mettler-Toledo Holding Inc. ("Mettler-Toledo Holding") was
  formed in July, 1996 by AEA Investors Inc. ("AEA") to
  effect the acquisition (the "Acquisition") of the Mettler-
  Toledo Group from Ciba-Geigy AG ("Ciba") and its wholly-
  owned subsidiary, AG fur Prazisionsinstrumente ("AGP").
  Mettler-Toledo Holding is a wholly-owned subsidiary of MT
  Investors Inc. ("MT Investors").  Pursuant to the terms of
  a stock purchase agreement dated April 2, 1996 between MT
  Investors, AGP and Ciba, on October 15, 1996 MT Investors
  acquired the Mettler-Toledo Group in a business combination
  accounted for as a purchase.
  
  In the accompanying interim consolidated financial
  statements the terms "Mettler-Toledo" or the "Company" when
  used in situations pertaining to periods prior to October
  15, 1996 refer to the combined group of businesses sold by
  Ciba and when used in situations pertaining to periods
  subsequent to October 15, 1996 refer to Mettler-Toledo
  Holding and its consolidated subsidiaries. The combined
  historical financial information of the business acquired
  from Ciba prior to the Acquisition on October 15, 1996 are
  referred to as "Predecessor" while the consolidated
  financial information of the Company subsequent to the date
  of the Acquisition are referred to as "Successor." Because
  of purchase price accounting for the Acquisition and the
  additional interest expense from debt incurred to finance
  the Acquisition, the accompanying interim financial
  statements of the Successor are not directly comparable to
  those of the Predecessor.
  
  Financial information is presented in accordance with
  United States generally accepted accounting principles
  ("U.S. GAAP").  Operating results for the six and three
  months ended June 30, 1997 are not necessarily indicative 
  of the results to be expected for the full year ending 
  December 31, 1997.
  
  On May 29, 1997 the Company refinanced its existing
  credit facility (the "Credit Agreement").  See "Liquidity 
  and Capital Resources".
  
  On May 30, 1997, the Company purchased (the "Safeline
  Acquisition") the entire issued share capital of Safeline
  Limited ("Safeline"). The purchase price (the "Purchase
  Price") for the Safeline Acquisition, subject to post
  closing adjustments, was GBP 61 million (approximately US
  $100 million), plus up to an additional GBP 6 million  (US
  $10 million) for a contingent earn-out payment. The
  Safeline Acquisition was effected pursuant to the terms of
  a Share Sale and Purchase Agreement (the "Purchase
  Agreement"), dated May 30, 1997, among the Company's
  subsidiaries Safeline Holding Company and Mettler-Toledo
  Inc. (a Canadian corporation), as purchasers, and Safeline
  Limited and each of the sellers named therein as sellers.
  
  Safeline, based in Manchester, U.K., is the world's leading
  supplier of metal detection systems for companies who
  produce and package goods in the food, pharmaceutical,
  cosmetics, chemicals and other industries.
  
  The source of funds for the Purchase Price was provided by
  GBP 13.7 million (US $22.5 million) in loan notes to be
  retained by the sellers with the remaining amounts provided
  by amounts loaned under its Credit Agreement. See
  "Liquidity and Capital Resources".
  
Results of Operations
  
  Net sales were $417.8 million and $220.4 million for the
  six and three month periods ended June 30, 1997,
  respectively, compared to $423.8 million and $222.4 million
  for the corresponding periods in the prior year, a decrease
  of 1% for the six month period and relatively unchanged for
  the three month period. Results were negatively impacted in
  part by the strengthening of the U.S. dollar against other
  currencies. Net sales during the six month period in local
  currencies increased 5%. Net sales in local currencies for
  the three month period increased 6%.
  
  Net sales in local currencies during the six and three 
  month periods in Europe decreased 1% principally as a
  result of weak European economies adversely affecting sales
  to industrial customers.  Net sales in local currencies
  during the six and three month periods in the Americas
  increased 6% principally due to improved market conditions
  for sales to industrial and food retailing customers. Net
  sales in local currencies in the six and three month
  periods in Asia and other markets increased 28% and 38%
  respectively, primarily as a result of the establishment of
  additional direct marketing and distribution in the region.
  
  The operating results for Safeline had the effect of
  increasing the Company's net sales by $3.8 million for the
  period ended June 30, 1997. Earnings before interest, taxes
  and extraordinary item were increased by $0.8 million for
  the period ended June 30, 1997, excluding the impacts of
  purchase accounting adjustments for purchased research and
  development and the sale of inventories revalued (to fair
  value).
  
  Gross profit as a percentage of net sales increased to
  43.2% for the six months ended June 30, 1997, compared to
  40.5% for the corresponding period in the prior year. Gross
  profit as a percentage of net sales increased to 44.0% for
  the three months ended June 30, 1997, compared to 41.0% for
  the corresponding period in the prior year. Such increases
  were adversely impacted by a non-cash charge associated 
  with the excess of the fair value over the historic value 
  of inventory acquired in the Safeline Acquisition.  Absent 
  such charge, the gross profit percentages for the six and 
  three month periods would have been 43.6% and 44.9%, 
  respectively. These results reflect 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 the six months ended June 30,
  1997, compared to 5.9% for the corresponding period in the
  prior year; however, the local currency spending level
  remained relatively constant period to period. Research and
  development expenses as a percentage of net sales decreased
  to 5.3% for the three months ended June 30, 1997, compared
  to 5.7% for the corresponding period in the prior year.
  
  Selling, general and administrative expenses as a
  percentage of net sales increased to 30.2% for the six
  months ended June 30, 1997, compared to 28.4% for the
  corresponding period in the prior year. Selling, general
  and administrative expense as a percentage of net sales
  increased to 30.0% for the three months ended June 30,
  1997, compared to 26.5% for the corresponding period in the
  prior year. The increases are primarily a result of
  establishing additional direct marketing and distribution
  in Asia.
  
  In connection with the Safeline Acquisition, approximately 
  $30 million 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 Safeline 
  Acquisition. The Company expects that the projects underlying these 
  research and development efforts will be substantially 
  complete over the next two years.  The Company spends more
  than $40 million annually on research and development; 
  however, ultimately achieving technological feasibility 
  cannot be assured for these projects or others.
  
  The loss before interest, taxes and extraordinary item was
  $0.7 million and $11.8 million for the six and three month
  periods ended June 30, 1997, respectively, compared to
  earnings of $24.7 million and $19.0 million for the
  corresponding periods in the prior year. The losses during
  the 1997 periods include expenses of $30.0 million for the
  allocation of purchase price to in-process research and
  development projects in connection with the Safeline
  Acquisition and $2.0 million for the revaluation of
  inventories to fair value. Excluding these expenses,
  earnings before interest, taxes and extraordinary item
  would have been $31.3 million and $20.2 million for the six
  and three month periods ended June 30, 1997, respectively.
  
  Interest expense increased to $19.2 million for the six
  months ended June 30, 1997, compared to $8.3 million for
  the corresponding period in the prior year.  The increase
  was principally due to additional Acquisition related debt.
  Net financial expense of $2.3 million for the six months
  ended June 30, 1997 compared to net financial income of
  $1.0 million for the corresponding period in the prior year
  as a result of lower interest income and an increase in
  foreign currency losses.
  
  The extraordinary item - debt extinguishment of $9.6
  million represents a one time charge for the write-off of
  capitalized debt issuance fees and related expenses
  associated with the Company's previous credit facility. 
  See "Liquidity and Capital Resources".
  
  The net loss of $36.3 million and $35.2 million for the six
  and three month periods ended June 30, 1997, respectively,
  compared to net earnings of $10.0 million and $9.1 million
  for the corresponding periods in the prior year. Excluding
  the expense for purchased research and development, the
  revaluation of inventories to fair value and the
  extraordinary item - debt extinguishment, net earnings
  would have been $4.6 million and $5.7 million for the six
  and three month periods ended June 30, 1997, respectively.
  
Liquidity and Capital Resources
  
  The Acquisition was financed principally through capital
  contributions, borrowings under a credit facility and 
  9 3/4% Senior Subordinated Notes due 2006 (the "Notes").
  Prior to the Acquisition, the Company's cash and other
  liquidity has historically been used to fund capital 
  expenditures, working capital requirements, debt
  service and dividends to Ciba.  Following the Acquisition,
  interest expense associated with borrowings under the
  Credit Agreement and Notes as well as scheduled principal
  payments of term loans under the Credit Agreement, has
  significantly increased liquidity requirements.
  
  The Credit Agreement provides for term loan borrowings
  in an aggregate principal amount of approximately 
  US $133.8 million, SFr 171.5 million and GBP 
  26.7 million that are scheduled to mature in 2002 and 
  2004, a Canadian revolving credit facility with
  availability of CDN $26.3 million (approximately CDN $21
  million of which has been drawn), and a multi-currency
  revolving credit facility with availability of US $151.0
  million (approximately US $8.3 million of which has been
  drawn). The revolving credit facilities are scheduled to
  mature in 2002. The interest rate margin on all loans have
  been reduced by 75 basis points under the Credit Agreement
  as compared to the Company's prior credit facility.
  
  Under the Credit Agreement, mandatory prepayments are 
  required to be made 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 incur indebtedness, make investments, grant liens,
  sell financial assets and engage in certain other activities.
  The Company must also comply with certain financial 
  convenants. The Credit Agreement is secured by certain assets
  of the Company.
  
  The Notes will mature in 2006.  The Notes may be required
  to be purchased by the Company upon a Change of Control (as
  defined) and in certain circumstances with the proceeds of
  asset sales.  The Notes are subordinated to the
  indebtedness under the Credit Agreement.  The indenture 
  governing the Notes (the "Indenture") imposes certain 
  restrictions on the Company and its subsidiaries, 
  including restrictions on the ability to incur 
  indebtedness, make investments, grant liens and
  engage in certain other activities.
  
  Under the Credit Agreement and the Indenture, 
  Mettler-Toledo, Inc. is prohibited from paying
  dividends to Mettler-Toledo Holding, subject to certain
  limited exceptions.  Mettler-Toledo, Inc.'s obligations
  under the Credit Agreement and Notes are guaranteed by 
  Mettler-Toledo Holding.
  
  The Company's cash provided by operating activities
  declined from $36.9 million in the six months ended June
  30, 1996 to $10.2 million in the six months ended June 30,
  1997.  The decline resulted principally from higher
  interest costs resulting from the Acquisition and higher
  working capital requirements.
  
  During the six months ended June 30, 1997, the Company's
  net debt increased by $86.6 million as a result of the
  Safeline Acquisition.
  
  The Company continues to explore acquisitions to expand its
  product portfolio and improve its distribution
  capabilities.  In connection with any acquisition, the
  Company may incur additional indebtedness.
  
  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.
  
  The Company holds a variety of interest swap and cap
  arrangements which limits its risk of increases in interest
  rates. See Note 2 to the Interim Consolidated Financial Statements.
  
Effect of Currency on Results of Operations
  
  The Company's operations are conducted by subsidiaries in
  many countries, and the results of operations and the
  financial position of each of those subsidiaries is
  reported in the relevant foreign currency and then
  translated into U.S. dollars at the applicable foreign
  exchange rate for inclusion in the Company's interim
  consolidated financial statements.  Accordingly, the
  results of operations of such subsidiaries as reported in
  U.S. dollars can vary as a result of changes in currency
  exchange rates.  Specifically, a strengthening of the U.S.
  dollar versus other currencies reduces net sales and
  earnings as translated into U.S. dollars while a weakening
  of the U.S. dollar has the opposite effect.
  
  Swiss franc-denominated costs represent a much greater
  percentage of the Company's total expenses than Swiss franc-
  denominated sales represent of total sales.  In general, an
  appreciation of the Swiss franc versus the Company's other
  major trading currencies, especially the principal European
  currencies, has a negative impact on the Company's results
  of operations and a depreciation of the Swiss franc versus
  the Company's other major trading currencies, especially
  the principal European currencies, has a positive impact on
  the Company's results of operations.  The effect of these
  changes generally offsets in part the translation effect on
  earnings before interest and taxes of changes in exchange
  rates between the U.S. dollar and other currencies
  described in the preceding paragraph.
  
Cautionary Statement
  
  Statements in this discussion which are not historical
  facts may be considered forward looking statements within
  the meaning of Section 21E of the Securities Exchange Act
  of 1934, as amended.  The words "believe," "expect,"
  "anticipate" and similar expressions identify forward
  looking statements.  Any forward looking statements involve
  risks and uncertainties that could cause actual events or
  results to differ, perhaps materially, from the events or
  results described in the forward looking statements.
  Readers are cautioned not to place undue reliance on these
  forward looking statements, which speak only as of their
  dates.  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.
  Risks associated with the Company's forward looking
  statements include, but are not limited to, risks
  associated with the Company's international operations,
  such as currency fluctuations, the risk of new and
  different legal and regulatory requirements, governmental
  approvals, tariffs and trade barriers; risks associated
  with competition and technological innovation by
  competitors; general economic conditions and conditions in
  industries that use the Company's products, especially the
  pharmaceutical and chemical industries, and risks
  associated with the Company's growth strategy, including
  investments in emerging markets.  For a more detailed
  discussion of these factors, see the Mettler-Toledo Holding
  annual report on Form 10-K for the year ended December 31,
  1996.
  
                   Part II.  OTHER INFORMATION
                                
Item 1.  Legal Proceedings   Not applicable

Item 2.  Changes in Securities   Not applicable

Item 3.  Defaults upon Senior Securities   Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders
         Not applicable

Item 5.  Other Information   Not applicable

Item 6.  Exhibits and Reports on Form 8-K

  (a)          Exhibits

               27.  Financial Data Schdule

  (b)          Reports on Form 8-K - During the quarter
               ended June 30, 1997 the Registrant filed one
               report on Form 8-K dated May 30, 1997 announcing
               the acquisition of Safeline Limited and the 
               refinancing of its Credit Agreement.

                                
                            SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereto duly authorized.


                                 Mettler-Toledo Holding Inc.

Date: August 14, 1997            By:  /s/  William P. Donnelly

                                      ------------------------
                                      William P. Donnelly
                                      Vice President, Chief
                                      Financial Officer and
                                      Treasurer