Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  von Arb Hans-Peter
2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2006
3. Issuer Name and Ticker or Trading Symbol
METTLER TOLEDO INTERNATIONAL INC/ [MTD]
(Last)
(First)
(Middle)
1900 POLARIS PARKWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Head of Retail Division
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

COLUMBUS, OH 43240
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share 1,500 (6)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option 10/31/2002(1) 04/30/2012 Common Stock, par value $0.01 per share 2,000 $ 45.91 D  
Employee Stock Option 11/07/2003(2) 05/06/2013 Common Stock, par value $0.01 per share 2,500 $ 33.23 D  
Employee Stock Option 08/27/2004(3) 02/27/2014 Common Stock, par value $0.01 per share 3,000 $ 37.56 D  
Employee Stock Option 10/28/2005(4) 04/28/2015 Common Stock, par value $0.01 per share 2,500 $ 47.95 D  
Employee Stock Option 04/11/2007(5) 10/11/2016 Common Stock, par value $0.01 per share 10,000 $ 61.4 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
von Arb Hans-Peter
1900 POLARIS PARKWAY
COLUMBUS, OH 43240
      Head of Retail Division  

Signatures

/s/ James Bellerjeau, Attorney in Fact 06/01/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Granted on October 31, 2001. All options vest annually in five equal installments beginning on the first anniversary of the date of grant.
(2) Granted on November 7, 2002. All options vest annually in five equal installments beginning on the first anniversary of the date of grant.
(3) Granted on August 27, 2003. All options vest annually in five equal installments beginning on the first anniversary of the date of grant.
(4) Granted on October 28, 2004. All options vest annually in five equal installments beginning on the first anniversary of the date of grant.
(5) Granted on April 11, 2006. All options vest annually in five equal installments beginning on the first anniversary of the date of grant.
(6) Represents restricted stock units for which shares of MTD common stock will be delivered upon satisfaction of applicable vesting requirements. The restricted stock units vest annually in five equal installments beginning on the first anniversary of the date of grant. The date of grant was November 3, 2005.

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