Exhibit 10.2
                                                     ------------
                                                                 


                                
                                
                         AMENDMENT NO. 1
                         ---------------
                                
         AMENDMENT NO. 1 (the "AMENDMENT"), dated as of January
14, 1997, to that certain Credit Agreement, dated as of October
15, 1996 (the "CREDIT AGREEMENT"), among METTLER-TOLEDO HOLDING,
INC., a Delaware corporation (together with its successors,
"HOLDING"), MT ACQUISITION CORP. (which has since been merged
into Mettler-Toledo, Inc.), a Delaware corporation (together with
its successors, "US BORROWER") and METTLER-TOLEDO HOLDING AG, a
corporation organized under the laws of Switzerland and after
giving effect to the MT Acquisition, a Wholly-Owned Subsidiary of
US Borrower (together with its successors, "CH BORROWER" and,
together with US Borrower, the "BORROWERS") the several financial
institutions from time to time party thereto (the "LENDERS"), the
Subsidiary Swing Line Borrowers named therein, MERRILL LYNCH &
CO., MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, as
documentation agent and arranger, THE BANK OF NOVA SCOTIA, as
Administrative Agent, CREDIT SUISSE, as a co-agent, and LEHMAN
COMMERCIAL PAPER, INC., as a co-agent.  Capitalized terms used
and not otherwise defined herein shall have the meanings assigned
to those terms in the Credit Agreement.

                      W I T N E S S E T H :
                      ---------------------
                                
         WHEREAS, Holding, the Borrowers, the Subsidiary Swing
Line Borrowers and the Lenders wish to amend the Credit Agreement
as herein provided; and

         WHEREAS, pursuant to Section 11.1 of the Credit
Agreement, Holding, the Borrowers and the Lenders hereby agree to
amend Section 7.16 of the Credit Agreement as set forth herein;

         NOW, THEREFORE, in consideration of the foregoing, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                    SECTION ONE - AMENDMENTS.
                    ----------- - -----------
         1.1. Section 7.16 of the Credit Agreement is hereby
amended by deleting the words "90 days" in the first line thereof
and by inserting in its place "180 days".

  SECTION TWO - CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.
   ----------- - ---------------------------------------------
         2.1. This Amendment shall become effective on the date
on which the Administrative Agent shall have received duly
executed counterparts hereof from Holding, the Borrowers, the
Subsidiary Swing Line Borrowers and the Lenders.

         SECTION THREE - REPRESENTATIONS AND WARRANTIES.
         ------------- - -------------------------------
         3.1. In order to induce the Lenders to enter into this
Amendment, the Borrowers represent and warrant to the
Administrative Agent and each of the Lenders that after giving
effect to this Amendment, (i) no Unmatured Event of Default or
Event of Default has occurred and is continuing; and (ii) all of
the representations and warranties in the Credit Agreement,
giving effect to this Amendment, are true, correct and accurate
in all material respects on and as of the date hereof as if made
on the date hereof, except to the extent that changes in the
facts and conditions on which such representations and warranties
are based are required or permitted under the Credit Agreement.
The Borrowers further represent and warrant (which
representations and warranties shall survive the execution and
delivery hereof) to the Administrative Agent and each Lender
that:

               (i)  Each Loan Party has the corporate power,
     authority and legal right to execute, deliver and perform
     its obligations under this Amendment and has taken all
     actions necessary to authorize the execution, delivery and
     performance of its obligations under this Amendment;
     
               (ii) No consent of any person other than the
     Lenders, and no consent, permit, approval or authorization
     of, exemption by, notice or report to, or registration,
     filing or declaration with, any governmental authority is
     required in connection with the execution, delivery,
     performance of any Loan Party's obligations, validity or
     enforceability of this Amendment;
     
               (iii)     This Amendment has been duly executed
     and delivered on behalf of each Loan Party by a duly
     authorized officer of the respective Loan Party and
     constitutes a legal, valid and binding obligation of each
     Loan Party enforceable in accordance with its terms, except
     as the enforceability thereof may be limited by applicable
     bankruptcy, reorganization, insolvency, moratorium or other
     laws affecting creditors' rights generally; and
     
               (iv) The execution, delivery and performance of
     this Amendment will not violate any requirement of law or
     Contractual Obligation of any Loan Party.
     
                  SECTION FOUR - MISCELLANEOUS
                  ------------ - -------------
                                
         4.1. Except as herein expressly amended, the Credit
Agreement and all other agreements, documents, instruments and
certificates executed in connection therewith are ratified and
confirmed in all respects and shall remain in full force and
effect in accordance with their respective terms.

         4.2. All references to the Credit Agreement contained
in any of the Loan Documents shall mean the Credit Agreement as
amended hereby, and as the same may at any time be amended,
amended and restated, supplemented or otherwise modified from
time to time and as in effect.

         4.3. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be an
original and all of which shall constitute one and the same
agreement.

         4.4. Each of the Borrowers agree to reimburse the
Administrative Agent and the Arranger and Documentation Agent for
their out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of
Cahill Gordon & Reindel, counsel for the Administrative Agent and
the Arranger and Documentation Agent.

         4.5. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.

          [Remainder of Page Intentionally Left Blank]
                                
         IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.

                              METTLER-TOLEDO, INC. (the survivor
                                of the merger of MT Acquisition
                                Corp. and Mettler-Toledo, Inc.),
                                as a Borrower
                              
                              
                              By:/s/ Fred Ort
                                 -------------------------------
                                Name:  Fred Ort
                                Title: Head, Finance & Control
                              
                              METTLER-TOLEDO HOLDING AG,
                                as a Borrower
                              
                              
                              By:/s/ Fred Ort
                                 -------------------------------
                                Name:  Fred Ort
                                Title: Head, Finance & Control
                              
                              
                              METTLER-TOLEDO HOLDING INC.,
                                as Guarantor
                              
                              
                              By:/s/ Fred Ort
                                 -------------------------------
                                Name:  Fred Ort
                                Title: Head, Finance & Control
                              
                              
                              GARVENS AUTOMATION GmbH,
                                GIESEN, as a Subsidiary Swing
                                Line
                                Borrower
                              
                              
                              By:/s/ Jurgen Samtleben
                                 -------------------------------
                                Name:  Jurgen Samtleben
                                Title: General Manager
                              
                              METTLER-TOLEDO GmbH, GIESSEN, as a
                                Subsidiary Swing Line Borrower
                              
                              
                              By:/s/ Jochen Wienbeck
                                 -------------------------------
                                Name:  Jochen Wienbeck
                                Title: General Manager
                              
                              
                              By:/s/ Joachim Ruhl
                                 -------------------------------
                                Name:  Joachim Ruhl
                                Title: Head, Fin. & Contr.
                              
                              
                              METTLER-TOLEDO S.A., VIROFLAY,
                                as a Subsidiary Swing Line
                                Borrower
                              
                              
                              By:/s/ Z.J. Voorendt
                                 -------------------------------
                                Name:  Z.J. Voorendt
                                Title: General Manager
                              
                              
                              METTLER-TOLEDO K.K., TAKARAZUKA, as
                                a Subsidiary Swing Line Borrower
                              
                              
                              BY:/S/ IWAO KOISHI
                                 -------------------------------
                                Name:  Iwao Koishi
                                Title: Manager, Finance,
                                Administration
                                and Logistics
                              
                              
                              METTLER-TOLEDO (ALBSTADT) GmbH,
                                ALBSTADT, as a Subsidiary Swing
                                Line Borrower
                              
                              
                              By:/s/ Johann Tikart
                                 -------------------------------
                                Name:  Johann Tikart
                                Title: General Manager
                              
                              
                              By:/s/ Manfred Wochner
                                 -------------------------------
                                Name:  Manfred Wochner
                                Title: Head, Finance Group
                              
                              METTLER-TOLEDO AG, GRIEFENSEE, as a
                                Subsidiary Swing Line Borrower
                              
                              
                              By:/s/ Hans-Rudoff Brutsch
                                 -------------------------------
                                Name:  Hans-Rudolf Brutsch
                                Title: Head, Finance Group
                              
                              
                              METTLER-TOLEDO LTD., LEICESTER,
                                as a Subsidiary Swing Line
                                Borrower
                              
                              
                              By:/s/ Graham Anthony Eley
                                 -------------------------------
                                Name:  Graham Anthony Eley
                                Title: Financial Controller &
                                       Company Secretary
                              
                              
                              MERRILL LYNCH & CO., MERRILL LYNCH,
                                PIERCE, FENNER & SMITH
                                INCORPORATED, as Arranger and
                                Documentation Agent
                              
                              
                              By:/s/ Christopher K. Stout
                                 -------------------------------
                                Name:  Christopher K. Stout
                                Title: Vice President
                              
                              
                              THE BANK OF NOVA SCOTIA,
                                as Administrative Agent
                              
                              
                              By:/s/ Todd Meller
                                 -------------------------------
                                Name:  Todd Meller
                                Title: Authorized Signatory
                              
                              
                              CREDIT SUISSE,
                                as Co-Agent
                              
                              
                              By:/s/ Martin P. Lasance
                                 -------------------------------
                                Name:  Martin P. Lasance
                                Title: Associate
                              
                              
                              By:/s/ Karl M. Studer
                                 -------------------------------
                                Name:  Karl M. Studer
                                Title: Member of Senior
                                Management
                              
                              
                              LEHMAN COMMERCIAL PAPER INC.,
                                as Co-Agent
                              
                              
                              By:/s/ Michelle Swanson
                                 -------------------------------
                                Name:  Michelle Swanson
                                Title: Authorized Signatory
                              
                              
                              MERRILL LYNCH CAPITAL CORPORATION,
                                as a Lender
                              
                              
                              By:/s/ Christopher K. Stout
                                 -------------------------------
                                Name:  Christopher K. Stout
                                Title: Vice President
                              
                              
                              ING CAPITAL ADVISORS, INC., as Agent
                                for Bank Syndication Account,
                                as a Lender
                              
                              
                              By:/s/ Michael D. Hatley
                                 -------------------------------
                                Name:  Michael D. Hatley
                                Title: Vice President & Portfolio
                                Manager
                              
                              
                              CREDITANSTALT CORPORATE
                                FINANCE, INC.,
                                as a Lender
                              
                              
                              By:/s/ Alan B. Offenberg
                                 -------------------------------
                                Name:  Alan B. Offenberg
                                Title: Senior Associate
                              
                              
                              By:/s/ Gregory F. Mathis
                                 -------------------------------
                                Name:  Gregory F. Mathis
                                Title: Vice President
                              
                              
                              UNION BANK OF SWITZERLAND,
                                as a Lender
                              
                              
                              By:/s/ T. Frei
                                 -------------------------------
                                Name:  T. Frei
                                Title: Vice President, Structured
                                Finance
                              
                              
                              By:/s/ Y. Stillhart
                                 -------------------------------
                                Name:  Y. Stillhart
                                Title: Assistant Vice President
                              
                              
                              TCW ASSET MANAGEMENT COMPANY, on
                                behalf of its managed accounts,
                                as a Lender
                              
                              
                              By:/s/ Justin Driscoll
                                 -------------------------------
                                Name:  Justin Driscoll
                                Title: Vice President
                              
                              
                              LEHMAN COMMERCIAL PAPER INC.,
                                as a Lender
                              
                              
                              By:/s/ Michelle Swanson
                                 -------------------------------
                                Name:  Michelle Swanson
                                Title: Authorized Signatory
                              
                              
                              THE BANK OF NOVA SCOTIA,
                                as a Lender
                              
                              
                              By:/s/ Todd Meller
                                 -------------------------------
                                Name:  Todd Meller
                                Title: Authorized Signatory
                              
                              
                              CRESTAR BANK,
                                as a Lender
                              
                              
                              By:/s/ Linda L. Bergmann
                                 -------------------------------
                                Name:  Linda L. Bergmann
                                Title: Vice President
                              
                              
                              SOCIETE GENERALE,
                                as a Lender
                              
                              
                              By:/s/ John J. Wagner
                                 -------------------------------
                                Name:  John J. Wagner
                                Title: Vice President
                              
                              
                              BANQUE FRANCAISE DU COMMERCE
                                EXTERIEUR,
                                as a Lender
                              
                              
                              By:/s/ Frederick K. Kammler
                                 -------------------------------
                                Name:  Frederick K. Kammler
                                Title: Vice President
                              
                              
                              By:/s/ Kevin Dorsay
                                 -------------------------------
                                Name:  Kevin Dorsay
                                Title: Vice President
                              
                              
                              PRIME INCOME TRUST,
                                as a Lender
                              
                              
                              By:/s/ Rafael Boolan
                                 -------------------------------
                                Name:  Rafael Boolan
                                Title: V.P. Portfolio Manager
                              
                              
                              COMPAGNIE FINANCIERE DE CIC ET DE
                                L'UNION EUROPEENE,
                                as a Lender
                              
                              
                              By:/s/ Sean Mounier
                                 -------------------------------
                                Name:  Sean Mounier
                                Title: First Vice President
                              
                              
                              By:/s/ Brian O'Leary
                                 -------------------------------
                                Name:  Brian O'Leary
                                Title: Vice President
                              
                              
                              PNC BANK, NATIONAL ASSOCIATION,
                                as a Lender
                              
                              
                              By:/s/ Tom Colwell
                                 -------------------------------
                                Name:  Tom Colwell
                                Title: Vice President
                              
                              
                              THE FIRST NATIONAL BANK OF BOSTON,
                                as a Lender
                              
                              
                              By:/s/ Diane J. Exter
                                 -------------------------------
                                Name:  Diane J. Exter
                                Title: Managing Director
                              
                              
                              OCTAGON CREDIT INVESTORS LOAN
                                PORTFOLIO (a unit of The Chase
                                Manhattan Bank),
                                as a Lender
                              
                              
                              By:/s/ Joyce C. DeLucca
                                 -------------------------------
                                Name:  Joyce C. DeLucca
                                Title: Vice President
                              
                              
                              PILGRIM AMERICA PRIME RATE,
                                as a Lender
                              
                              
                              By:/s/ Michael J. Bacevich
                                 -------------------------------
                                Name:  Michael J. Bacevich
                                Title: Vice President
                              
                              
                              INDOSUEZ CAPITAL FUNDING II LIMITED
                                by Indosuez Capital as Portfolio
                                Advisor,
                                as a Lender
                              
                              
                              By:/s/ Francoise Berthelot
                                 -------------------------------
                                Name:  Francoise Berthelot
                                Title: Vice President
                              
                              
                              THE INDUSTRIAL BANK OF JAPAN, LTD.,
                                as a Lender
                              
                              
                              By:/s/ Jeffrey Cole
                                 -------------------------------
                                Name:  Jeffrey Cole
                                Title: Senior Vice President
                              
                              
                              DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
                                as a Lender
                              
                              
                              By:/s/ Norah McCann
                                 -------------------------------
                                Name:  Norah McCann
                                Title: Senior Vice President
                              
                              
                              By:/s/ Pamela D. Inglehi
                                 -------------------------------
                                Name:  Pamela D. Inglehi
                                Title: Assistant Vice President
                              
                              
                              PROTECTIVE ASSET MANAGEMENT, L.L.C.,
                                as a Lender
                              
                              
                              By:/s/ Mark K. Okada
                                 -------------------------------
                                Name:  Mark K. Okada, CFA
                                Title: Executive Vice President
                              
                              
                              OAK HILL SECURITIES FUND, L.P.,
                                as a Lender
                              
                              By: Oak Hill Securities GenPar,
                                L.P.,
                                 its General Partner
                              
                              By: Oak Hill Securities MGP, Inc.,
                                 its General Partner
                              
                              By:/s/ Scott Krase
                                 -------------------------------
                                Name:  Scott Krase
                                Title: Vice President
                              
                              
                              SENIOR DEBT PORTFOLIO
                              By:Boston Management and Research as
                                 Investment Advisor,
                                 as a Lender
                              
                              
                              By:/s/ Payson F. Swaffield
                                 -------------------------------
                                Name:  Payson F. Swaffield
                                Title: Vice President
                              
                              
                              CREDIT AGRICOLE,
                                as a Lender
                              
                              
                              By:/s/ David Bouhl
                                 -------------------------------
                                Name:  David Bouhl, F.V.P.
                                Title: Head of Corporate Banking
                                Chicago
                              
                              
                              NEW YORK LIFE INSURANCE COMPANY,
                                as a Lender
                              
                              
                                 By:/s/ Steven M. Benevento
                                 -------------------------------
                                Name:  Steven M. Benevento
                                Title: Assistant Vice President
                              
                              
                              THE FUJI BANK, LIMITED,
                                as a Lender
                              
                              
                              By:/s/ Peter L. Chinnici
                               -------------------------------
                                Name:  Peter L. Chinnici
                                Title: Joint General Manager
                              
                              
                              THE LONG-TERM CREDIT BANK OF JAPAN,
                                LIMITED, New York Branch,
                                as a Lender
                              
                              
                              By:/s/ Shuichi Tajima
                                 -------------------------------
                                Name:  Shuichi Tajima
                                Title: Deputy General Manager
                              
                              
                              UNITED OF OMAHA LIFE INSURANCE,
                                as a Lender
                              
                              
                              By:/s/ Rodney P. Walker
                                 -------------------------------
                                Name:  Rodney P. Walker
                                Title: Vice President
                              
                              
                              VAN KAMPEN AMERICAN CAPITAL PRIME
                                RATE INCOME TRUST,
                                as a Lender
                              
                              
                              By:/s/ Kathleen A. Zarn
                                 -------------------------------
                                Name:  Kathleen A. Zarn
                                Title: Vice President
                              
                              
                              THE NORTHWESTERN MUTUAL LIFE
                                INSURANCE COMPANY,
                                as a Lender
                              
                              
                              By:/s/ John E. Schlitske
                                 -------------------------------
                                Name:  John E. Schlitske
                                Title: Vice President