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
     SEPTEMBER 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 No.)
 incorporation or organization)             

     Im Langacher, P.O. Box MT-100
     CH 8608 Greifensee, Switzerland
     ---------------------------------------                ------------
     (Address of principal executive offices)               (Zip Code)

                            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
September 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 September 30, 1997                 3

    Interim Consolidated Statements of Operations 
       for the nine months ended September 30, 1996 
       and 1997                                                 4

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

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

    Interim Consolidated Statements of Cash Flows for 
       the nine months ended September 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

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK                                            17

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                      17

ITEM 2.  CHANGES IN SECURITIES                                  17

ITEM 3.  DEFAULT UPON SENIOR SECURITIES                         17

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    17

ITEM 5.  OTHER INFORMATION                                      17

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                       17

Signature                                                       18

                    PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                      METTLER-TOLEDO HOLDING INC.

                  INTERIM CONSOLIDATED BALANCE SHEETS
               DECEMBER 31, 1996 AND SEPTEMBER 30, 1997
                 (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                  SUCCESSOR         SUCCESSOR
                                                DECEMBER 31,    SEPTEMBER 30,
                                                    1996             1997
                                                    ----             ----
                                                                  (UNAUDITED)
                                ASSETS
Current assets:
    Cash and cash equivalents                       $60,696           $32,858
    Trade accounts receivable, net                  151,161           148,826
    Inventories                                     102,526           106,129
    Deferred taxes                                    7,565            10,956
    Other current assets                             17,268            22,373
                                                   --------          --------
       Total current assets                         339,216           321,142

Property, plant and equipment, net                  255,292           233,480
Excess of cost over net assets acquired, net        135,490           181,902
Long-term deferred taxes                              3,916             4,825
Other assets                                         37,974            26,926
                                                   --------          --------
       Total assets                                $771,888          $768,275
                                                   ========          ========

            LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Trade accounts payable                          $32,797           $27,226
    Accrued and other liabilities                   115,314           135,096
    Taxes payable                                    17,580            27,940
    Deferred taxes                                    9,132             8,621
    Bank and other loans                             80,446            56,559
                                                   --------          --------

       Total current liabilities                    255,269           255,442
Long-term debt due to third parties                 373,758           429,033
Long-term deferred taxes                             30,467            26,001
Other long-term liabilities                          96,810            90,307
                                                   --------          --------

       Total liabilities                            756,304           800,783

Minority interest                                     3,158             3,655
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)         (195,617)
    Currency translation adjustment                (16,637)          (28,655)
                                                   --------          --------

       Total shareholders' equity (deficit)          12,426          (36,163)
                                                   --------          --------
Total liabilities and shareholders' 
       equity (deficit)                            $771,888          $768,275
                                                   ========          ========

 See the accompanying notes to the interim consolidated financial statements


                      METTLER-TOLEDO HOLDING INC.

             INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
             NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
                            (IN THOUSANDS)


                                            PREDECESSOR         SUCCESSOR
                                            -----------         ---------
                                            SEPTEMBER 30,      SEPTEMBER 30,
                                                1996             1997
                                                ----             ----
                                             (UNAUDITED)       (UNAUDITED)


Net sales                                      $624,733          $633,743
Cost of sales                                   374,121           359,080
                                              ---------         ---------

    Gross profit                                250,612           274,663


Research and development                         37,930            34,494
Selling, general and administrative             175,645           189,594
Amortization                                      2,038             4,449
Purchased research and development                   --            29,959
Interest expense                                 12,579            28,199
Other charges (income), net                       (226)             7,316
                                              ---------         ---------

    Earnings (loss) before taxes,
       minority interest and extraordinary 
       item                                      22,646          (19,348)

Provision for taxes                               8,901             7,296
Minority interest                                   609               375
                                              ---------         ---------

    Earnings (loss) before extraordinary 
       item                                      13,136          (27,019)

Extraordinary item - debt extinguishment             --           (9,552)
                                              ---------         ---------

    Net earnings (loss)                         $13,136         $(36,571)
                                              =========         =========






 See the accompanying notes to the interim consolidated financial statements


                      METTLER-TOLEDO HOLDING INC.

             INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
            THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
                            (IN THOUSANDS)


                                             PREDECESSOR        SUCCESSOR
                                             -----------        ---------
                                             SEPTEMBER 30,     SEPTEMBER, 30
                                                  1996             1997
                                                  ----             ----
                                              (UNAUDITED)       (UNAUDITED)


Net sales                                        $200,931         $215,929
Cost of sales                                     121,918          121,564
                                                ---------         --------

    Gross profit                                   79,013           94,365


Research and development                           12,876           12,050
Selling, general and administrative                55,113           63,243
Amortization                                          768            2,116
Interest expense                                    4,233            9,029
Other charges, net                                    741            5,125
                                                ---------         --------


    Earnings before taxes and
       minority interest and extraordinary 
       item                                         5,282            2,802

Provision for taxes                                 2,071            2,959
Minority interest                                      82              127
                                                ---------         --------

    Net earnings (loss)                            $3,129           $(284)
                                                =========         ========





 See the accompanying notes to the interim consolidated financial statements


<TABLE>
                                 METTLER-TOLEDO HOLDING INC.

                      INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN NET
                              ASSETS / SHAREHOLDERS' EQUITY (DEFICIT)
                           NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
                                       (IN THOUSANDS)


<CAPTION>
                                                               PREDECESSOR
                                    -------------------------------------------------------------
                                                 NINE MONTHS ENDED SEPTEMBER 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   (88,404)               --         (88,404)
Net earnings                                      13,136               --           13,136
Change in currency translation adjustment             --          (6,301)          (6,301)
                                                --------          -------         --------
Net assets at September 30, 1996                 $87,336          $24,349         $111,685
                                                ========          =======         ========
</TABLE>

<TABLE>
<CAPTION>

                                                               SUCCESSOR
                                    -------------------------------------------------------------
                                                 NINE MONTHS ENDED SEPTEMBER 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                               --                  --         (36,571)               --           (36,571)
Change in currency
  translation  adjustment              --                  --               --         (12,018)           (12,018)

                                  -------------  ---------------  ----------------  ----------------  ---------------
Balance at September 30, 1997          $1            $188,108       $(195,617)        $(28,655)          $(36,163)
                                  =============  ===============  ================  ================  ===============




                    See the accompanying notes to the interim consolidated financial statements

</TABLE>


<TABLE>
                                                METTLER-TOLEDO HOLDING INC.

                                       INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
                                                      (IN THOUSANDS)
<CAPTION>

                                                                                PREDECESSOR      SUCCESSOR
                                                                               SEPTEMBER 30,   SEPTEMBER 30,
                                                                                   1996            1997
                                                                                   ----            ----
                                                                                (UNAUDITED)     (UNAUDITED)
<S>                                                                                <C>           <C>
Cash flows from operating activities:
  Net earnings (loss)                                                              $13,136       $(36,571)
  Adjustments to reconcile net
     earnings (loss) to net cash
     provided by operating activities:
        Depreciation                                                                18,630          17,784
        Amortization                                                                 2,038           4,449
        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                                     (768)           (126)
        Deferred taxes                                                             (1,211)         (6,804)
        Minority interest                                                              272             375
         Increase (decrease) in cash resulting from changes in:
          Trade accounts receivable, net                                             9,707           (920)
          Inventories                                                                (502)         (4,715)
          Other current assets                                                    (29,261)         (3,802)
          Trade accounts payable                                                   (3,525)         (7,344)
          Accruals and other liabilities, net                                       49,408          25,987
                                                                                  --------        --------
              Net cash provided by operating activities                             57,924          29,878
                                                                                  --------        --------


Cash flows from investing activities:
  Proceeds from sale of property,
     plant and equipment                                                             1,254          15,913
  Purchase of property, plant and equipment                                       (14,985)        (13,299)
  Purchase of Safeline Limited, net of seller financing                                 --        (74,908)
  Investments in other long term assets, net                                       (2,869)         (6,679)
                                                                                  --------        --------

              Net cash used in investing activities                               (16,600)        (78,973)
                                                                                  --------        --------

Cash flows from financing activities:
  Borrowings of third party debt                                                        --         314,657
  Repayments of third party debt                                                  (13,464)       (289,392)
  Ciba and affiliates repayments                                                  (26,589)              --
  Capital transactions with Ciba and affiliates                                    (7,716)              --
                                                                                  --------        --------

              Net cash provided by (used in) financing activities                 (47,769)          25,265
                                                                                  --------        --------

Effect of exchange rate changes
  on cash and cash equivalents                                                     (1,879)         (4,008)
                                                                                  --------        --------

Net decrease in cash and cash
  equivalents                                                                      (8,324)        (27,838)
Cash and cash equivalents:
  Beginning of period                                                               41,402          60,696
                                                                                  --------        --------

  End of period                                                                    $33,078         $32,858
                                                                                  ========        ========

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


                      METTLER-TOLEDO HOLDING INC.

        NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                (In thousands 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 September 30, 1997 and
     for the nine and three month periods ended September 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 nine months ended
     September 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 previous credit
     facility and entered into the Company's current credit facility
     (the "Credit Agreement"). The Credit Agreement provides for term
     loan borrowings in an aggregate principal amount of approximately
     $133.8 million, SFr 171.5 million and (pound)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 $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, United Kingdom, for approximately (pound)61.0
     million (approximately $100.0 million) plus up to an additional
     (pound)6.0 million ($10.0 million) for a contingent earn-out
     payment. In October 1997, the Company made an additional payment,
     representing a post-closing adjustment, of (pound)1.9 million
     (approximately $3.1 million at October 3, 1997). Such amount will
     be accounted for as additional purchase price. Under the terms of
     the agreement the Company paid approximately (pound)47.3 million 
     ($77.4 million) of the purchase price in cash, provided by amounts
     loaned under its Credit Agreement, with the remaining balance of
     approximately (pound)13.7 million ($22.4 million) paid in the
     form of seller loan notes which mature May 30, 1999. These notes
     when retired will be reflected in the consolidated statement of
     cash flows as an investing activity. 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 $30.0 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. In addition, the Company allocated approximately $2.1
     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 $62.0 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.

     RESTRUCTURING CHARGE

     In September 1997, the Company recorded a restructuring charge of
     approximately $3.3 million. The Company expects to recognize an
     additional restructuring charge of approximately $3.0 million
     during the fourth quarter ending December 31, 1997 for
     restructuring activities not initiated until October of this
     year. Both 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. The
     Company expects these actions will be completed in 1998 and that
     the two owned facilities will be sold after that period. 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 reengineering. When complete, these
     actions will enable the Company to close certain operations
     and realize cost savings estimated at approximately $2.5 million
     on an annual basis.

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's
     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 companies in the U.S.
     use the last in, first out (LIFO) cost method.

     Inventories consisted of the following at December 31, 1996 and
     September 30, 1997:

                                             December 31,    September 30,
                                                1996              1997
                                           ---------------   ---------------

            Raw materials and parts            $41,015            $41,843
             Work in progress                   31,534             33,206
             Finished goods                     29,982             31,204
                                           ---------------   ---------------

                                               102,531            106,253
             LIFO reserve                          (5)              (124)
                                           ---------------   ---------------

                                              $102,526           $106,129
                                           ===============   ===============


     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 $150.0 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 $100.0 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%.

     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%.

     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.
     
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                   NINE MONTHS ENDED
                                                      ---------         ---------------------------------

                                                     DECEMBER 31,       SEPTEMBER 30,         SEPTEMBER 30,
                                                         1996                1996                 1997
                                                    --------------      -------------         -------------

<S>                                                   <C>                  <C>                   <C>
    Mettler-Toledo, Inc.:
       Current assets                                 $339,216                 NA                $321,142
       Non-current assets                              432,672                 NA                 447,133
       Current liabilities                             255,269                 NA                 255,442
       Non-current liabilities                         501,035                 NA                 545,341
       Minority interest                                 3,158                 NA                   3,655
       Shareholders' equity  (deficit)                  12,426                 NA                (36,163)
       Net sales                                           NA              624,733                633,743
       Gross profit                                        NA              250,612                274,663
       Earnings (loss) from continuing operations
          before extraordinary item                        NA               13,136               (27,019)
       Net earnings (loss)                                 NA               13,136               (36,571)

     NA = Not Applicable
</TABLE>

     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.

GENERAL

     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.

     Financial information is presented in accordance with United
     States generally accepted accounting principles ("U.S. GAAP").
     Operating results for the nine and three months ended September
     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 previous credit
     facility and entered into the Company's current 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, was (pound)61.0 million (approximately
     $100.0 million), plus up to an additional (pound)6.0 million
     ($10.0 million) for a contingent earn-out payment. In October
     1997, the Company made an additional payment, representing a
     post-closing adjustment, of (pound)1.9 million (approximately
     $3.1 million at October 3, 1997). Such amount will be accounted
     for as additional purchase price. 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
     amounts loaned under its Credit Agreement with the remaining
     amounts provided by (pound)13.7 million ($22.4 million) in loan
     notes to be retained by the sellers. See "Liquidity and Capital
     Resources".

     In September, 1997, the Company recorded a restructuring charge
     of approximately $3.3 million. The Company expects to recognize
     an additional restructuring charge of approximately $3.0 million
     during the fourth quarter ending December 31, 1997 for
     restructuring activities not initiated until October of this
     year. Both 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 realized value. The Company
     expects these actions will be completed in 1998 and that the two
     owned facilities will be sold after that period. 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 reengineering. When complete, these actions will
     enable the Company to close certain operations and realize cost
     savings estimated at approximately $2.5 million on an annual
     basis. The Company also estimates that it will receive, after
     1998, upon the sale of the two owned facilities proceeds in
     excess of $5.0 million. The Company believes that the fair market
     value of these facilities approximates their respective book
     values.

RESULTS OF OPERATIONS

     Net sales were $633.7 million for the nine months ended September
     30, 1997 compared to $624.7 million for the corresponding period
     in the prior year, an increase of 1%. Results were negatively
     impacted by the strengthening of the U.S. dollar against other
     currencies. Net sales in local currencies during the nine-month
     period increased 8% (6% absent the Safeline Acquisition).

     Net sales in local currencies during the nine months ended
     September 30, 1997 in Europe increased 2% versus the
     corresponding period in the prior year. Weak European economies
     adversely affected sales to industrial customers. Net sales in
     local currencies during the nine-month period in the Americas
     increased 8% principally due to improved market conditions for
     sales to industrial and food retailing customers. Net sales in
     local currencies in the nine-month period in Asia and other
     markets increased 31%, primarily as a result of the establishment
     of additional direct marketing and distribution in the region.

     Net sales were $215.9 million for the three months ended
     September 30, 1997, compared to $200.9 million for the
     corresponding period in 1996, an increase of 7%. Results were
     adversely impacted by the strengthening of the U.S. dollar against
     other currencies. Net sales in local currencies during the
     three-month period increased 16% (10% absent the Safeline
     Acquisition).

     The operating results for Safeline (which were included in the
     Company's results from May 31, 1997) had the effect of increasing
     the Company's net sales by $15.7 million for the nine months
     ended September 30, 1997. Additionally, Safeline's operating
     results had the affect of increasing 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 $4.3 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. For the three-month period, Safeline contributed $11.9
     million in net sales and $3.3 million in Adjusted Operating
     Income.

     Gross profit before non-recurring costs as a percentage of net
     sales increased to 43.7% for the nine months ended September 30,
     1997, compared to 40.1% for the corresponding period in the prior
     year. Gross profit in the 1997 period 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. Including this charge, the gross profit
     percentage for the nine-month period is 43.3%. 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.

     Gross profit as a percentage of net sales increased to 43.7% for
     the three months ended September 30, 1997, compared to 39.3% for
     the corresponding period in the prior year.

     Research and development expenses as a percentage of net sales
     decreased to 5.4% for the nine months ended September 30, 1997,
     compared to 6.1% 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 5.6% for the three months ended September 30, 1997,
     compared to 6.4% for the corresponding period in the prior year.

     Selling, general and administrative expenses as a percentage of
     net sales increased to 29.9% for the nine months ended September
     30, 1997, compared to 28.1% for the corresponding period in the
     prior year. This increase is primarily a result of establishing
     additional direct marketing and distribution in Asia.

     Selling, general and administrative expenses as a percentage of
     sales increased to 29.3% for the three months ended September 30,
     1997, compared to 27.4% for the corresponding period in the prior
     year.

     Adjusted Operating Income was $52.6 million, or 8.3% of sales,
     for the nine months ended September 30, 1997 compared to $37.0
     million, or 5.9% of sales, for the nine months ended September
     30, 1996, an increase of 42%. 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.

     Adjusted Operating Income was $19.1 million, or 8.8% of net
     sales, for the three-month period ended September 30, 1997,
     compared to $11.0 million, or 5.5% of net sales, for the three
     months ended September 30, 1996, an increase of 73%.

     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 increased to $28.2 million for the nine months
     ended September 30, 1997, compared to $12.6 million for the
     corresponding period in the prior year. The increase was
     principally due to additional Acquisition related debt.

     Interest expense increased to $9.0 million for the three months
     ended September 30, 1997, compared to $4.2 million for the
     corresponding prior period. The higher interest expense is
     principally due to higher debt levels due to the Acquisition and
     the Safeline Acquisition.

     Other charges, net of $7.3 million for the nine months ended
     September 30, 1997 compared to other income, net of $0.2 million for
     the corresponding period in the prior year. Such decrease is
     principally a result of a $3.3 million restructuring charge to
     consolidate three facilities in North America and the related
     involuntary terminations, as well as lower interest income and an
     increase in foreign currency losses.

     Other charges, net for the three months ended September 30, 1997
     includes the $3.3 million charge previously discussed to
     consolidate three facilities in North America, while the
     corresponding period in 1996 included a $1.5 million charge in
     connection with the closure of the Westerville, Ohio plant.

     The provision for taxes is based upon the Company's projected
     annual effective tax rate for the related period before
     non-recurring acquisition and restructuring adjustments, such
     adjustments are then tax affected at the marginal tax rate in the
     period in which they occur. The increase in effective tax rate
     from September 30, 1996 to September 30, 1997 is due to
     additional non-tax deductible goodwill and the Company's
     estimated earning levels.

     The net loss before the extraordinary item of $27.0 million for
     the nine months ended September 30, 1997 compared to net earnings
     of $13.1 million for the corresponding period in the prior year.
     Excluding the previously noted non-recurring charges for
     purchased research and development, the revaluation of
     inventories to fair value and the restructuring of its North
     American operations, net earnings would have been $7.6 million
     for the nine months ended September 30, 1997. Such lower earnings
     in the 1997 period are principally the result of higher interest
     expense due to Acquisition related debt which more than offset
     higher Adjusted Operating Income.

     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 $0.3 million for the three months ended September
     30, 1997 compared to net earnings of $3.1 million for the
     corresponding period of the prior year. Excluding the
     restructuring charge for the consolidation of three facilities in
     North America, net earnings for the 1997 period would have been
     $3.0 million. Similar to the nine-month period, the lower
     earnings, even after adjusting for the restructuring charge,
     result principally from increased Adjusted Operating Income more
     than offset by a high interest expense burden due to acquisition
     related debt.

LIQUIDITY AND CAPITAL RESOURCES

     The Acquisition was financed principally through capital
     contributions of $190.0 million before related expenses from the
     Company, borrowings under the Credit Agreement of $307.0 million
     and the issuance of 9 3/4% Senior Subordinated Notes due 2006 of
     $135.0 million. The Safeline Acquisition was financed by
     (pound)47.3 million ($77.4 million at May 30, 1997) loaned under
     the Credit Agreement together with the issuance of (pound)13.7
     million ($22.4 million at May 30, 1997) of seller loan notes
     which mature May 30, 1999.

     Prior to the Acquisition, the Company's cash and other liquidity
     was used principally to fund capital expenditures, working
     capital requirements, debt service and dividends to Ciba.
     Following the Acquisition and the Safeline Acquisition, the
     annual interest expense associated with the borrowings under the
     Credit Agreement and the Notes, as well as scheduled principal
     payments of term loans under the Credit Agreement, have
     significantly increased the Company's liquidity requirements.

     The Credit Agreement provides for term loan borrowings in an
     aggregate principal amount of approximately $133.8 million, SFr
     171.5 million and (pound)26.7 million that are scheduled to
     mature in 2002 and 2004, a Canadian revolver with availability of
     CDN $26.3 million (approximately CDN $20.9 million of which has
     been drawn as of September 30, 1997) which is scheduled to mature
     in 2002, and a multi-currency revolving credit facility with
     availability of $151.0 million (approximately $26.7 million of
     which has been drawn as of September 30, 1997), which is
     scheduled to mature in 2002. The Company had borrowed $312.6
     million under the Credit Agreement as of September 30, 1997.
     Under the Credit Agreement, amounts outstanding under the 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 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.

     In connection with the Company's refinancing on May 29, 1997 of
     its previous credit facility, 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
     previous credit facility.

     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 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.
     The Company has commenced a tender offer for all of the Notes,
     and all of the Notes have been irrevocably tendered. In
     connection with the tender offer, the Company has obtained the
     requisite consents to remove substantially all of the restrictive
     covenants and certain other provisions from the Indenture
     governing the Notes. The tender offer and consent solicitation
     are conditioned upon the Company's completion of an initial
     public offering (the "Offerings") of its Common Stock.

     Under the Credit Agreement and the Indenture, Mettler-Toledo,
     Inc. is prohibited from paying dividends to Mettler-Toledo
     Holding Inc., subject to certain limited exceptions.
     Mettler-Toledo, Inc's obligations under the Credit Agreement and
     Notes are guaranteed by Mettler-Toledo Holding Inc.

     At September 30, 1997 approximately $128.5 million of the
     borrowings under the Credit Agreement and all of the borrowings
     under the Notes were denominated in U.S. dollars. The balance of
     the borrowings under the Credit Agreement and under local working
     capital facilities were denominated in certain of the Company's
     other principal trading currencies. At September 30, 1997, the
     Company had $222.9 million of other long-term debt incurred by
     its various operating subsidiaries primarily denominated in
     various currencies. Changes in exchange rates between the
     currencies in which the Company generates cash flow and the
     currencies in which its borrowings are denominated will affect
     the Company's liquidity. See "Effect of Currency on Results of
     Operations."

     The Company intends to refinance the Credit Agreement by entering
     into the New Credit Agreement. The Company expects that it will
     have pro forma borrowings under the New Credit Agreement of
     $383.9 million (representing an increase of $71.3 million) as of
     September 30, 1997 and borrowings of $38.0 million under various
     other credit arrangements. Of the borrowings under the New Credit
     Agreement, $200.0 million will be term loans and the remainder
     will be outstanding under a revolving credit facility. The
     Company's revolving credit facility commitment will increase from
     $170.0 million to $420.0 million under the New Credit Agreement,
     and this commitment will include a $100.0 million acquisition
     facility. Increased borrowings under the New Credit Agreement and
     the net proceeds from the Offerings will be used, to repurchase
     the Notes and to pay related premiums and fees and expenses.

     The Company's cash provided by operating activities decreased
     from $57.9 million in the nine months ended September 30, 1996 to
     $29.9 million in the nine months ended September 30, 1997.  The
     decline resulted principally from higher interest costs resulting
     from the Acquisition and the Safeline Acquisition.

     At September 30, 1997, consolidated debt, net of cash, was $452.7
     million.

     The Company continues to explore potential 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.

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,
     including estimated cost savings to be realized from restructuring
     activities and estimated proceeds from and timing of facility 
     sales.  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.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK   Not applicable


                      PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company has received a Notice of Proposed Adjustment from the
     Internal Revenue Service disallowing $20.4 million of
     intercompany interest deductions taken by the Company in its 1994
     and 1995 tax returns when the Company was a subsidiary of Ciba.
     The Company is indemnified under the acquisition agreement with
     Ciba against any loss that may arise from the proposed
     adjustment. However, the Company believes that such deductions
     were properly made and intends to assist Ciba in contesting the
     proposed adjustment.
     

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 Schedule - attached


      (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: October 23, 1997                    By:  /s/ William P. Donnelly
                                                ------------------------
                                                William P. Donnelly 
                                                Vice President, Chief
                                                Financial Officer and
                                                Treasurer