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<SEC-DOCUMENT>0000950159-05-000800.txt : 20050708
<SEC-HEADER>0000950159-05-000800.hdr.sgml : 20050708
<ACCEPTANCE-DATETIME>20050708160734
ACCESSION NUMBER:		0000950159-05-000800
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20050708
DATE AS OF CHANGE:		20050708
EFFECTIVENESS DATE:		20050708

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACME UNITED CORP
		CENTRAL INDEX KEY:			0000002098
		STANDARD INDUSTRIAL CLASSIFICATION:	CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420]
		IRS NUMBER:				060236700
		STATE OF INCORPORATION:			CT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-126478
		FILM NUMBER:		05945996

	BUSINESS ADDRESS:	
		STREET 1:		1931 BLACK ROCK TURNPIKE
		CITY:			FAIRFIELD
		STATE:			CT
		ZIP:			06825
		BUSINESS PHONE:		2033327330

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ACME SHEAR CO
		DATE OF NAME CHANGE:	19710713
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>acmes-8.txt
<TEXT>
As filed with the Securities and Exchange Commission on July 8, 2005

                                                 Registration No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                      ------------------------------------
                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933
                      ------------------------------------
                             Acme United Corporation
             (Exact name of Registrant as specified in its charter)

                Connecticut                               06-0236700
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)              Identification Number)

                            1931 Black Rock Turnpike
                          Fairfield, Connecticut 06825
          (Address of principal executive offices, including zip code)

      Acme United Corporation 2005 Non-Salaried Director Stock Option Plan
       Acme United Corporation 2002 Employee Stock Option Plan, as amended
                            (Full Title of the Plans)
                                -----------------

                                  Paul Driscoll
                             Chief Financial Officer
                            1931 Black Rock Turnpike
                          Fairfield, Connecticut 06825
                     (Name and address of agent for service)

                                 (203) 332-7330
          (Telephone number, including area code, of agent for service)


                                    copy to:
                              Merritt A. Cole, Esq.
                               Dilworth Paxson LLP
                             3200 Mellon Bank Center
                               1735 Market Street
                        Philadelphia, Pennsylvania 19103
                              Phone (215) 575-7000
                               Fax (215) 575-7200
                                -----------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=========================================================================================================

            Title of                           Proposed Maximum      Proposed Maximum       Amount of
        Securities To Be     Amount Being       Offering Price           Aggregate        Registration
           Registered        Registered(1)        Per Share          Offering Price            Fee
- ---------------------------------------------------------------------------------------------------------
<C>                             <C>                 <C>                  <C>                <C>
Common Stock, par value
$2.50 per share.............    151,938             $17.99(2)            $2,733,365(2)      $321.72
- ---------------------------------------------------------------------------------------------------------
Common Stock, par value
$2.50 per share.............    171,500             $17.02(3)            $1,826,508(3)      $214.98
- ---------------------------------------------------------------------------------------------------------
Common Stock, par value
$2.50 per share.............      7,500             $15.15(4)              $113,625(4)       $13.37
- ---------------------------------------------------------------------------------------------------------

TOTAL                           330,938                                                     $550.07
=========================================================================================================


<PAGE>
<FN>
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
         number of shares of the issuer's Common Stock registered hereunder will
         be adjusted in the event of stock splits, stock dividends or similar
         transactions.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rules 457 (c) and 457 (h) under the Securities Act of 1933,
         as amended (the "Securities Act"), based upon the average of the high
         and low prices for a share of Common Stock reported on the American
         Stock Exchange as of July 1, 2005.
(3)      Calculated  pursuant to Rule 457 (h)(1) under the  Securities  Act; the
         171,500  shares are  issuable  upon  exercise  of  outstanding  options
         granted under the 2002 Employee  Stock Option Plan,  which options have
         exercise prices in the range of $3.35 - $17.02 per share.
(4)      Calculated  pursuant to Rule 457 (h)(1) under the  Securities  Act; the
         7,500 shares are issuable upon exercise of outstanding  options granted
         under the 2005  Non-Salaried  Director Stock Option Plan, which options
         have an exercise price of $15.15 per share.
</FN>
</TABLE>


<PAGE>


                                     Part I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to participants as specified by Rule 428(b)(1) promulgated under
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act (the "Prospectus").

Explanatory Note.

This Registration Statement on Form S-8 is being filed for the purpose of
registering:

(i)               50,000 shares of common stock, par value $2.50 per share (the
                  "Common Stock") of Acme United Corporation (the "Company")
                  which may be issued pursuant to the Company's 2005
                  Non-Salaried Director Stock Option Plan (the "Director Plan");
                  and

(ii)              280,938 shares of Common Stock which may be issued pursuant to
                  the Company's 2002 Employee Stock Option Plan (the "Employee
                  Plan").

Pursuant  to Rule 416 under  the  Securities  Act,  an  indeterminate  amount of
additional  shares of Common Stock,  which may become  issuable  pursuant to the
anti-dilution  or other  adjustment  provisions of the option plans  referred to
above, are also being registered hereunder.

In February  2002,  the Board of Directors of the Company  approved the Employee
Plan, subject to stockholder approval. Stockholder approval of the Employee Plan
was received at the Annual  Meeting of  Stockholders  held on April 22, 2002. In
February 2005, the Board of Directors of the Company  approved the Director Plan
as well as an amendment to the Employee Plan to increase the number of shares of
Common  Stock which may be issued  pursuant to the  Employee  Plan from  150,000
shares to 300,000  shares,  both subject to  stockholder  approval.  Stockholder
approval of the Director  Plan and of the  amendment  to the  Employee  Plan was
received at the Annual Meeting of Stockholders held on April 25, 2005.  (Options
to purchase a total of 19,062  shares of Common  Stock under the  Employee  Plan
have been previously  exercised and such 19,062 shares are not being  registered
hereunder.)


                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

The following documents previously filed with the Commission are incorporated by
reference and made a part of this prospectus.

          |X|  our Annual  Report on Form 10-K for the year ended  December  31,
               2004;

          |X|  our Quarterly Report on Form 10-Q for the quarter ended March 31,
               2005;

          |X|  our Current Reports on Form 8-K filed February 9, 2005,  March 3,
               2005,  March 11, 2005,  March 30, 2005, March 31, 2005, and April
               21, 2005; and

          |X|  the  description  of our Common  Stock  contained in the Form 8-K
               filed on July 8, 2005  including  any amendment to that form that
               we may have filed in the past, or may file in the future, for the
               purpose of updating the description of our common stock.


<PAGE>

All documents we have filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment which
indicates that all securities offered by this prospectus have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

Item 4.      Description of Securities.

Not Applicable.

Item 5.      Interest of Named Experts and Counsel.

None.

Item 6.      Indemnification of Directors and Officers.

Connecticut General Statutes Sections ("CGS") 33-771 through 33-778 provide for
mandatory, permissive and court-ordered indemnification of directors who are
parties to a proceeding. For purposes of these indemnification statutes a
"proceeding" is defined as any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal.

The Company's Restated Certificate of Incorporation provides that the Company
shall indemnify an individual who is a party to a proceeding because he is a
director or officer of the corporation against liability in the proceeding if:

             (1)(A)  he  conducted  himself  in good  faith;  (B) he  reasonably
believed (i) in the case of conduct in his official  capacity,  that his conduct
was in the best interests of the corporation;  and (ii) in all other cases, that
his conduct was at least not opposed to the best  interests of the  corporation;
and (C) in the case of any criminal  proceeding,  he had no reasonable  cause to
believe his conduct was unlawful; or

             (2) such liability arises from any action taken, or any failure to
take any action, as a director or officer, except liability that (A) involved a
knowing and culpable violation of law by the director or officer; (B) enabled
the director, officer or an associate (as defined in the CGS) to receive an
improper personal gain; (C) showed a lack of good faith and a conscious
disregard for the duty of the director or officer to the corporation under
circumstances in which the director or officer was aware that his conduct or
omission created an unjustifiable risk of serious injury to the corporation; (D)
constituted a sustained and unexcused pattern of inattention that amounted to an
abdication of the director's or officer's duty to the corporation; or (E)
created liability under the CGS for the illegal payment of dividends.

The Registrant has obtained directors' and officers' reimbursement and liability
insurance against certain liabilities.


<PAGE>

Item 7.      Exemption from Registration Claimed.

Not Applicable.

Item 8.      Exhibits.

The following exhibits are filed as part of this Registration Statement:

Exhibit No.   Identification of Exhibit

4.1           Restated Certificate of Organization(a)
4.2           Bylaws of the Company(b)
4.3           Specimen Common Stock Certificate(c)
4.4           2005 Non-Salaried Director Stock Option Plan(d)
4.5           2002 Employee Stock Option Plan, as amended
4.6           Form of Option Agreement
5.1           Opinion of Brody, Wilkinson and Ober, P.C.
23.1          Consent of Brody, Wilkinson and Ober, P.C. (included in
              Exhibit 5.1)
23.2          Consent of Ernst & Young LLP, independent registered public
              accounting firm
- ------------------
(a) Incorporated by reference to Exhibit 3(i) to the Company's Form 8-K filed on
July 8, 2005.
(b) Incorporated by reference to Exhibit 3(ii) to the Company's Annual Report on
Form 10-K for year ended December 31, 2004.
(c)  Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on
July 8, 2005.
(d)  Incorporated  by reference to Exhibit B to the Company's  definitive  proxy
statement on Schedule 14A filed on March 29, 2005.

Item 9.      Undertakings

The undersigned Registrant hereby undertakes:

 (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

         (a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

         (b) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

         (c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (1)(a) and (1)(b) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.



<PAGE>

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) That, for the purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairfield, State of Connecticut, on the 8th day of
July, 2005.

                             ACME UNITED CORPORATION



                                By:   /s/ Walter C. Johnsen
                                      -----------------------------------------
                                      Walter C. Johnsen, President and Chief
                                      Executive Officer


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

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Walter C. Johnsen and Paul Driscoll, or either of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement filed herewith and any
or all amendments to said Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, the Securities
and Exchange Commission granting unto said attorney-in-fact and agents the full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents or any of them, or his substitute, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:

<TABLE>
<CAPTION>
Signature                                            Title                                       Date
<S>                                                 <C>                                        <C>

/s/ Walter C. Johnsen                                President, Chief Executive Officer        July 8, 2005
- --------------------------------------------         and Director
Walter C. Johnsen


/s/ Paul Driscoll                                    Vice President and                        July 8, 2005
- --------------------------------------------         Chief Financial Officer
Paul Driscoll


/s/ Gary D. Penisten                                 Chairman of the Board                     July 8, 2005
- --------------------------------------------
Gary D. Penisten


/s/ Wayne R. Moore                                   Director                                  July 8, 2005
- --------------------------------------------
Wayne R. Moore


/s/ George R. Dunbar                                 Director                                  July 8, 2005
- --------------------------------------------
George R. Dunbar



<PAGE>


/s/ Richmond Y. Holden, Jr.                          Director                                  July 8, 2005
- --------------------------------------------
Richmond Y. Holden, Jr.


/s/ Brian S. Olschan                                 Director                                  July 8, 2005
- --------------------------------------------
Brian S. Olschan


/s/ Stevenson E. Ward III                            Director                                  July 8, 2005
- --------------------------------------------
Stevenson E. Ward III


/s/ Susan H. Murphy                                  Director                                  July 8, 2005
- --------------------------------------------
Susan H. Murphy


</TABLE>


<PAGE>


                                  Exhibit Index

Exhibit No.   Identification of Exhibit

4.1           Restated Certificate of Organization(a)
4.2           Bylaws of the Company(b)
4.3           Specimen Common Stock Certificate(c)
4.4           2005 Non-Salaried Director Stock Option Plan(d)
4.5           2002 Employee Stock Option Plan, as amended
4.6           Form of Option Agreement
5.1           Opinion of Brody, Wilkinson and Ober, P.C.
23.1          Consent of Brody, Wilkinson and Ober, P.C. (included in
              Exhibit 5.1)
23.2          Consent of Ernst & Young LLP, independent registered public
              accounting firm
- ------------------
(a) Incorporated by reference to Exhibit 3(i) to the Company's Form 8-K filed on
July 8, 2005.
(b) Incorporated by reference to Exhibit 3(ii) to the Company's Annual Report on
Form 10-K for year ended December 31, 2004.
(c)  Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on
July 8, 2005.
(d)  Incorporated  by reference to Exhibit B to the Company's  definitive  proxy
statement on Schedule 14A filed on March 29, 2005.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4-5.txt
<DESCRIPTION>EXHIBIT 4.5
<TEXT>
                                                                     Exhibit 4.5


                             ACME UNITED CORPORATION
                           EMPLOYEE STOCK OPTION PLAN



1.       PURPOSE

         The purpose of this plan (the "Plan") is to promote the interests of
         Acme United Corporation (the "Corporation") by enabling its key
         employees to acquire an increased proprietary interest in the
         Corporation and thus to share in the future success of the
         Corporation's business. Accordingly, the Plan is intended as a means
         not only of attracting and retaining outstanding management personnel
         but also of promoting a closer identity of interests between employees
         and stockholders. Since the employees eligible to receive Options under
         the Plan will be those who are in a position to make important and
         direct contributions to the success of the Corporation, the Directors
         believe that the grant of the Options under the Plan will be in the
         best interests of the Corporation.

2.       DEFINITIONS

         Unless the context clearly indicates otherwise, the following terms
         when used in the Plan, shall have the meanings set forth in this
         Section 2.

          (a)  "Beneficiary"  means the person or persons who shall  acquire the
               right to exercise an option by bequest or inheritance.

          (b)  "Board of  Directors" or "Board" means the Board of the Directors
               of the Corporation.

          (c)  "Code" means the Internal  Revenue Code of 1986,  as amended from
               time to time.

          (d)  "Committee"  means  the  Compensation  Committee  of the Board of
               Directors,  consisting  of  select  Board  members  who  are  not
               employees of the Corporation,  but in no event fewer than two (2)
               such Board members.

          (e)  "Common  Stock"  shall mean  common  stock,  par value  S2.50 per
               share, of the Corporation.

          (f)  "Disability"  means a disability as defined in the  Corporation's
               Long-Term Disability Plan, as amended from time to time.

          (g)  "Fair Market  Value" shall mean the closing  price for the Common
               Stock on the date  immediately  preceding  the date on which  the
               option is granted.

          (h)  "Incentive  Stock  Option"  shall  mean a  stock  option  granted
               pursuant to this Plan and intended to satisfy the requirements of
               Section 422 of the Code.

          (i)  "Option" shall mean a stock option granted pursuant to the Plan.

          (j)  "Optionee" shall mean a person to whom an Option has been granted
               under the Plan.

          (k)  "Option Agreement" shall mean the written agreement to be entered
               into by the Corporation and the Optionee,  as provided in Section
               6 hereof.

          (l)  "Retirement"  shall mean  retirement  pursuant to the  Retirement
               Plan for  Employees of Acme United  Corporation,  as amended from
               time to time.

          (m)  "Share"  shall  mean  the  Common  Stock of the  Corporation,  as
               adjusted in accordance with Section 16 of the Plan.

          (n)  "Subsidiary"  shall  mean  any  subsidiary   corporation  of  the
               Corporation within the meaning of Section 424(f)of the Code (or a
               successor provision of similar import).

              Where used herein, unless the context indicates otherwise, words
              in the masculine form shall be deemed to refer to females as well
              as to males.


<PAGE>





3. SHARES SUBJECT TO THE PLAN

     (a) The stock to be covered by the Options is the Common Stock of the
         Corporation. The aggregate number of shares of Common Stock which may
         be delivered on exercise of the Options is 300,000 shares, subject to
         adjustment pursuant to Section 16.

     (b) As determined by the Board from time to time, such shares may be
         previously issued shares reacquired by the Corporation or authorized
         but unissued shares. If any Option expires or terminates for any reason
         without having been exercised in full, the Shares covered by the
         unexercised portion of such Option shall again be available for
         Options, within the limits specified above.

4. ADMINISTRATION OF THE PLAN

     (a) The Plan shall be administered by the Board of Directors of the
         Corporation, which shall accept, amend, or reject recommendations made
         by the Committee. In addition to its duties with respect to the Plan
         stated elsewhere in the Plan, Board shall have full authority,
         consistent with the Plan, to interpret the Plan, to promulgate such
         rules and regulations with respect to the Plan as it deems desirable
         and to make all other determinations necessary or desirable for the
         administration of the Plan. All decisions, determinations, and
         interpretations of the Board shall be binding upon all persons.

         No member of the Board of Directors or the Committee and no employee of
         the Corporation shall be liable for any act or action hereunder,
         whether of omission or commission, by any other member or employee or
         by any agent to whom duties in connection with the administration of
         the plan have been delegated in accordance with the provisions of the
         Plan or, except in circumstances involving his bad faith, for anything
         done or omitted to be done by himself.

     (b) Except as provided in Section 7, it is intended that the stock options
         granted pursuant to the Plan constitute Incentive Stock Options within
         the meaning of Section 422 of the Code. The Board shall administer the
         Plan in such a manner as to establish and maintain such Options as
         Incentive Stock Options.

     (c) The Board may, with the consent of the Optionee, substitute Options
         which are not intended to be Incentive Stock Options for outstanding
         Incentive Stock Options. Any such substitution shall not constitute the
         grant of a new Option for the purposes of this Plan, and shall not
         require a revaluation of the Option exercised prior to the substituted
         Option. Any such substitution shall be implemented by an amendment to
         the applicable Option Agreement or in such other manner as the Board in
         its discretion shall determine.

     (d) The Committee, subject to the approval of the Board, shall make such
         provision as it deems necessary or appropriate for the withholding of
         any federal, state, local or other tax required to be withheld with
         regard to the exercise of an Option under the Plan.

5. EMPLOYEES ELIGIBLE TO RECEIVE OPTIONS

     (a) The Board, upon the recommendation of the Committee, shall from time to
         time in its discretion select the employees to whom the options shall
         be granted from among the key employees of the Corporation and any
         Subsidiary.

     (b) Members of the Board of Directors who are not regular salaried
         employees of the Corporation or a Subsidiary shall not be eligible to
         receive Options.

     (c) An individual employee may receive more than one Option.










<PAGE>


   6. OPTION AGREEMENT

          (a)  No Option  shall be  exercised  by an  Optionee  unless he or she
               shall have executed and delivered an Option Agreement.

          (b)  Appropriate  officers of the Corporation are hereby authorized to
               execute  and  deliver  Option  Agreements  in  the  name  of  the
               Corporation as directed from time to time by the Board.

   7. GRANTS OF OPTIONS

          (a)  The Board, acting upon the recommendation of the Committee, shall
               in it  discretion  determine the time or times when Options shall
               be granted and the number of shares of Common Stock to be subject
               to each Option.

          (b)  The aggregate  fair market value  (determined  as of the date the
               Option is granted) of the stock with  respect to which  Incentive
               Stock Options are exercisable for the first time by an individual
               during any  calendar  year (under all stock  option  plans of the
               Corporation and its Subsidiaries) shall not exceed $100,000.00.

          (c)  No Incentive Stock Option shall be granted to an employee who, at
               the time the  Option is  granted,  owns  (within  the  meaning of
               Section  422(b)(6)  of the code) stock  possessing  more than ten
               percent  of the total  combined  voting  power of all  classes of
               stock of the Corporation  unless the following  requirements  are
               satisfied:  (i)  notwithstanding the provisions of Section 8, the
               purchase  price for each  share of  common  stock  subject  to an
               Option  shall be at least 110 percent of the fair market value of
               the Common Stock  subject to the Option at the time the Option is
               granted;  and  (ii)  the  Option  is not  exercisable  after  the
               expiration  of five  (5)  years  from  the date  such  Option  is
               granted.

          (d)  The  Board  may in its  discretion  grant  Options  that  are not
               intended to constitute Incentive Stock Options.

          (e)  Each Option shall be evidenced  by an Option  Agreement,  in such
               form as the Board  shall from time to time  approve,  which shall
               state the terms and  conditions of the Option in accordance  with
               the Plan,  and also shall contain such  additional  provisions as
               may  be  necessary  or   appropriate   under   applicable   laws,
               regulations, and rules.

     8. OPTION PRICE

         Subject to Section 7(c), the purchase price for each share of Common
         Stock subject to an Option shall be one hundred percent (100%) of the
         Fair Market Value of the Common Stock on the date the Option is granted
         provided, however, that the purchase price shall not be less than the
         par value of the Common Stock which is the subject of the Option.

     9. OPTION PERIOD; EXERCISE RIGHTS

          a)   Each Option shall be for such term as the Board shall  determine,
               but not more  than ten  years  from the date it is  granted,  and
               shall be subject to earlier  termination  as  provided in Section
               1O.

          b)   Options shall be  exercisable  in  accordance  with the following
               schedule:  25% one day  after  date of  grant;  25% one day after
               first year anniversary of date of grant; 25% one day after second
               year  anniversary of date of grant;  25% one day after third year
               anniversary of date of grant.

          c)   Upon the purchase of shares of Common Stock under an Option,  the
               Stock  certificate  or  certificates  may,  at the request of the
               purchaser,  be issued in his name and the name of another  person
               as joint tenants with the right of survivorship.







<PAGE>



d)       The exercise of each Option  granted under the Plan shall be subject to
         the condition that if at any time the  Corporation  shall  determine in
         its discretion that the listing,  registration, or qualification of any
         shares of Common Stock  otherwise  deliverable  upon such exercise upon
         any  securities  exchange  or under any State or  Federal  law,  or the
         consent or approval of any  regulatory  body, is necessary or desirable
         as a condition of, or in connection with, such exercise or the delivery
         or purchase of shares thereunder,  then in any such event such exercise
         shall   not   be   effective   unless   such   listing,   registration,
         qualification, consent or approval shall have been effected or obtained
         free of any  conditions  not  acceptable to the  Corporation.  Any such
         postponement  shall not extend the time within  which the Option may be
         exercised;  and neither the  Corporation  nor its directors or officers
         shall  have  any  obligation  or  liability  to  the  Optionee  or to a
         Beneficiary  with respect to any shares of Common Stock as to which the
         Option shall lapse because of such postponement.

10.      EXERCISE RIGHTS UPON TERMINATION OF EMPLOYMENT

(a)      Retirement
         Except as provided in paragraph (e) of this section 10, if an Optionee
         retires under a retirement or pension plan of the Corporation or of a
         Subsidiary, the Optionee's Option shall terminate one year after the
         date of such retirement but in no event later than the date on which it
         would have expired if the Optionee had not retired, provided, however,
         that if the Option is exercised later than three months from the date
         of such retirement such Option shall not constitute an Incentive Stock
         Option. During such period the Optionee may exercise the Option in
         whole or in part notwithstanding the limitations of Section 9(b) or any
         limitation that may have been set by the Board pursuant thereto.

(b)      Disability
         Except as provided in paragraph (e) of this section 10, if an Optionee
         becomes disabled, the Optionee may exercise the Option (i) within one
         year after the date of Disability, but in no event later than the date
         on which it would have expired if the Optionee had not become disabled,
         or (ii) within such other period, not exceeding three years after the
         date of Disability, as shall be prescribed in the Option Agreement;
         provided, however, that if the Option is exercised later than one year
         after the date of Disability, it shall not constitute an Incentive
         Stock Option. During such period the Optionee may exercise the Option
         in whole or in part notwithstanding the limitations of Section 9(b) or
         any limitation that may have been set by the Board pursuant thereto.

(c)      Death
         If an Optionee dies during a period in which he or she is entitled to
         exercise an Option (including the period referred to in paragraphs
         (a),(b),(d),and (e)of this Section 1O), the Option may be exercised at
         any time within one year from the date of the Optionee's death, but in
         no event later than the date on which it would have expired if the
         Optionee had lived, by the Optionee's Beneficiary, in whole or in part
         notwithstanding the limitations of Section 9(b) or any limitation that
         may have been set by the Board pursuant thereto.

(d)      Termination of Employment for Any Other Reason
         Except as provided in paragraph (e) of this section 10, if an Optionee
         ceases to be employed by the Corporation or a Subsidiary for any reason
         other than retirement, disability, or death, the Optionee's Option
         shall terminate 30 days after the date of such cessation of employment,
         but in no event later than the date on which it would have expired if
         such cessation of employment had not occurred. During such period the
         option may be exercised only to the extent that the Optionee was
         entitled to do so under Section 9(b) at the date of cessation of
         employment unless the Board, in its sole and nonreviewable discretion,
         permits exercise of the Option to a greater extent. Except to the
         extent required by law, the employment of an Optionee shall not be
         deemed to have ceased upon his or her absence from the Corporation or a
         Subsidiary on a leave of absence granted in accordance with the usual
         procedure of the Corporation or Subsidiary.

(e)      Notwithstanding any language of the Plan to the contrary, if an
         Optionee ceases to be employed by the Corporation or a Subsidiary and
         becomes, or continues to be, a member of the Board of Directors prior
         to the time the Optionee's Option(s) would have otherwise expired
         pursuant to this Section 10, the Optionee's Option(s) shall continue to
         vest in accordance with Section 8(b) hereof and shall continue to be
         exercisable for the remainder of the term of the Option(s); provided,
         that, if an Optionee described in this Section 10(e) ceases to be a
         member of the Board of Directors for any reason, the Optionee's
         Option(s) shall terminate in accordance with the provisions of Section
         2.4(a) of the Amended and Restated Acme United Corporation Non-Salaried
         Director Stock Option Plan. Any Option which is not exercised by the
         Optionee within the three-month period immediately following the
         Optionee's termination of employment, or, in the case of termination of
         employment on account of Disability, within one year after the date of
         Disability, shall cease to be an Incentive Stock Option.



<PAGE>


11. METHOD OF EXERCISE

          (a)  Each  exercise  of an Option  shall be by  written  notice to the
               Secretary of the Corporation,  stating the number of shares to be
               purchased. An Option may be exercised with respect to all, or any
               part of, the Shares of Common Stock as to which it is exercisable
               at the time.

          (b)  The purchase price of the shares being purchased shall be paid in
               full at the time the Option is  exercised.  Such payment shall be
               made in cash in United States currency.

12. NONTRANSFIERABILITY OF OPTIONS

     Each Option shall be nonassignable and nontransferable by the Optionee
     other than by will or by the laws of descent and distribution. Each Option
     shall be exercisable during the Optionee's lifetime only by the Optionee.

13. SHAREHOLDER RIGHTS

     No person shall have any rights of a shareholder by virtue of an Option
     except with respect to shares actually issued to him and registered on the
     transfer books of the Corporation, and the issuance of shares shall confer
     no retroactive right to dividends.

14. USE OF PROCEEDS

     The proceeds received by the Corporation from the sale by it of shares of
     Common Stock to persons exercising an Option pursuant to the Plan will be
     used for the general purposes of the Corporation or any Subsidiary.

15. GENERAL PROVISIONS

     The grant of an Option in any year shall not give the Optionee any right to
     similar grants in future years or any right to be retained in the employ of
     the Corporation or any Subsidiary.

16. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

     If there is a change in the number or kind of outstanding shares of the
     Corporation's stock by reason of a stock dividend, stock split,
     recapitalization, merger, consolidation, combination, or other similar
     event, appropriate adjustments shall be made by the Board to the number and
     kind of shares subject to the Plan, the number and kind of shares under
     Options then outstanding, the maximum number of shares available for
     Options or the Option Price and other relevant provisions.

17. EFFECT OF MERGER OR OTHER REORGANIZATION

     If the Corporation shall be the surviving corporation in a merger or other
     reorganization, an Option shall extend to stock and securities of the
     Corporation to the same extent that a holder of that number of Shares
     immediately before the merger or consolidation corresponding to the number
     of Shares covered by the Option would be entitled to have or obtain stock
     and securities of the Corporation under the terms of the merger or
     consolidation. If the Corporation dissolves, sells substantially all of its
     assets, is acquired in a stock for stock or securities exchange, or is a
     party to a merger or other reorganization in which it is not the surviving
     corporation, then each Option shall be exercisable within the period of
     sixty (60) days commencing upon the date of the action of the shareholders
     (or the Board if shareholders' action is not required) is taken to approve
     the transaction and upon the expiration of that period all Options and all
     rights thereto shall automatically terminate.



<PAGE>





18. TERMINATION; AMMENDMENTS

     (a)  The Board may at any time  terminate  the Plan.  Unless the Plan shall
          previously  have been  terminated by the Board,  it shall terminate on
          February 26, 2012. No Option may be granted after such termination.

     (b)  The  Board  may at any time or  times  amend  the  Plan or  amend  any
          outstanding  Option for the purpose of satisfying the  requirements of
          any changes in applicable laws or regulations or for any other purpose
          which at the time may be permitted by law.

     (c)  Except as provided in Section 16, no such amendment shall, without the
          approval of the  shareholders  of the  Corporation:  (i)  increase the
          maximum  number of shares of Common Stock for which the Options may be
          granted  under the Plan;  (ii) reduce the Option price of  outstanding
          Options; (iii) extend the period during, which Options may be granted;
          (iv)  materially  increase in any other way the  benefits  accruing to
          Optionees;  or  (v)  change  the  class  of  persons  eligible  to  be
          Optionees.

     (d)  No  termination  or amendment of the Plan shall without the consent of
          an  Optionee  or  Beneficiary,  adversely  affect  the  Optionee's  or
          Beneficiary's right under any Option previously granted,  but it shall
          be   conclusively   presumed  that  any   adjustment  for  changes  in
          capitalization in accordance with Section 16 hereof does not adversely
          affect any such right.


19. EFFECTIVE DATE

         The effective date of the Plan is February 26, 2002.
         (As amended April 25, 2005).

20. GOVERNING LAW

         The Plan shall be construed and its provisions enforced and
         administered in accordance with and under the laws of Connecticut
         except to the extent that such laws may be superseded by any Federal
         law.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4-6.txt
<DESCRIPTION>EXHIBIT 4.6
<TEXT>
                                                                     Exhibit 4.6
                             STOCK OPTION AGREEMENT

                 ACME UNITED CORPORATION 2002 STOCK OPTION PLAN

         A. A STOCK OPTION for a total of ______ shares of common Stock, par
value $2.50, of Acme United Corporation, a Connecticut corporation (herein the
"Company"), is hereby granted to _______________ (herein the "Optionee"),
subject in all respects to the terms and provisions of the 2002 Acme United
Corporation Stock Option Plan, (the "Plan"), dated February 26, 2002, as amended
through April 25, 2005, which has been adopted by the Company and which is
incorporated herein by reference.

         B. The option price per share as determined by the Stock Option Plan
Committee of the Company is _______________ ($___) per share.

         C. This Option may not be exercised if the issuance of shares of Common
Stock of the Company upon such exercise would constitute a violation of any
applicable securities or other law or valid regulation. The Optionee, as a
condition to his exercise of this Option, shall represent to the Company that
the shares of Common Stock of the Company that he acquires under this Option are
being acquired for him for investment and not with a present view to
distribution or resale, unless counsel for the Company is then of the opinion
that such a representation is not required under the Securities Act of 1933 or
any other applicable law, regulation or rule of any governmental agency.



<PAGE>


         D. This Option may not be transferred  in any manner  otherwise than by
will or the laws of descent and  distribution,  and may be exercised  during the
lifetime of the Optionee  only by him. The terms of this Option shall be binding
upon the  executors,  administrators,  heirs,  successors,  and  assigns  of the
Optionee.

         E. This Option may not be  exercised  more than ten (10) years from the
date of its grant, and may be exercised during such term only in accordance with
the terms of the Plan.

         F. This Option is intended to be an Incentive  Stock Option pursuant to
the terms of the Plan and is,  accordingly,  subject to the further  limitations
set forth in the Plan applicable to Incentive Stock Options.

         G. This  Option is further  subject  to the  following  limitations  on
exercise by the  Optionee:

                  1.  With  respect  to 25% of the  shares  (_______)  of Common
Stock,  the Optionee's right of exercise under this Option shall be subject only
to the  general  limitations  set  forth in the Plan with  respect  to all stock
options which are intended to be Incentive Stock Options.

                  2. With  respect  to a further  25% of the  shares  (_____) of
Common Stock, in addition to the general  limitations set forth in the plan, the
Optionee  shall in no event have any right of exercise  until  ________.  In the
event the Optionee is not an employee of the Company on _________,  his right of
exercise with respect to said shares and with respect to the shares  referred to
in subsections 3 and 4 of this Section,  shall immediately lapse and shall be of
no further force or effect.



<PAGE>


                  3. With  respect  to a further  25% of the  shares  (_____) of
Common Stock,  in additional to the general  limitations  set forth in the Plan,
the Optionee shall in any event have no right of exercise until ___________.  In
the event the  Optionee is not an employee  of the  Company on  __________,  his
right of exercise  with  respect to said  shares and with  respect to the shares
referred to in subsection 4 of this Section,  shall  immediately lapse and shall
be of no further force or effect.

                  4. With  respect to the balance of 25% of the shares  (______)
of Common Stock,  in addition to the general  limitations set forth in the Plan,
the Optionee shall in any event have no right of exercise until ___________.  In
the event the Optionee is not an employee of the Company on ________,  his right
of exercise with respect to said shares shall  immediately lapse and shall be of
no further force or effect.


Dated as of: _____________

                                       ACME UNITED CORPORATION

                                       By:

                                       Name:   Walter Johnsen
                                       Title:  President & CEO


ATTEST:

Paul G. Driscoll, Secretary




<PAGE>


         The Optionee acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that he is familiar with the terms and
provision thereof. The Optionee hereby accepts this Option subject to all the
terms and provisions of the Plan. The Optionee hereby agrees to accept as
binding, conclusive, and final all decisions and interpretations of the Board of
Directors and, where applicable, the Compensation Committee, upon any questions
arising under the Plan. As a condition to the issuance of shares of Common Stock
of the Company under this Option, the Optionee authorizes the Company to
withhold in accordance with applicable law from any regular cash compensation
payable to him any taxes required to be withheld by the Company or agrees to
remit to the Company at the time of any exercise of this Option any taxes
required to be withheld by the Company, under Federal, State or Local law or
applicable law of any other jurisdiction as a result of his exercise of this
Option. The Optionee further acknowledges that under certain circumstances,
either pursuant to the terms of the Plan or pursuant to the Internal Revenue
Code, this Option may cease to be an Incentive Stock Option, in which event the
Optionee will be subject to taxation in a manner different from that provided
for Incentive Stock Options.

Dated:  ____________________, 200__.




                                       Optionee   ______________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>ex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
                 [On Brody, Wilkinson and Ober, P.C. Letterhead]


                                                                    July 8, 2005

Board of Directors
Acme United Corporation
1931 Black Rock Turnpike
Fairfield, CT 06825

Dear Sirs and Madam:

         We are corporate general counsel for Acme United Corporation (the
"Company"). We are delivering this opinion in connection with the filing with
the Securities and Exchange Commission (the "Commission") on or about the date
hereof of a Form S-8 Registration Statement (the "Registration Statement")
relating to (i) 280,938 shares of Common Stock, par value $2.50 per share, of
the Company (the "Common Stock") to be offered pursuant to the Acme United
Corporation 2002 Employee Stock Option Plan, as amended (the "Employee Plan");
and (ii) 50,000 shares of Common Stock to be offered pursuant to the Acme United
Corporation 2005 Non-Salaried Director Stock Option Plan (the "Director Plan")
(both the Employee Plan and the Director Plan collectively referred to herein as
the "Plans").

         We have examined and are familiar with (i) the Restated Certificate of
Incorporation and the Bylaws of the Company; (ii) the corporate proceedings
approving the Employee Plan, as amended, and the Director Plan; (iii) the Plans;
and (iv) such other documents and instruments as we have considered necessary
for the purposes of the opinions hereinafter set forth.

         In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all submitted to us as copies (including telecopies). This opinion letter is
given, and all statements herein are made, in the context of the foregoing.

         Based upon the foregoing, we are of the opinion that:

         1.       The Company has been duly incorporated and is a validly
                  existing corporation under the laws of the State of
                  Connecticut.

         2.       Upon issuance and delivery of the shares of Common Stock
                  pursuant to the Plans after the date hereof and payment to the
                  Company of the option price for the Common Stock, such shares
                  will be validly issued, fully paid, and nonassessable.


         This  opinion  letter is provided to you for your  benefit  solely with
regard  to the  Registration  Statement,  may be  relied  upon  by you  only  in
connection with the Registration Statement, and may not


<PAGE>


Board of Directors, Acme United Corporation
July 8, 2005
Page 2


be relied upon by any other  person or for any other  purpose  without our prior
written consent.

         We are members of the bar of the State of Connecticut and some of us
are members of other jurisdictions not relevant herein. In connection herewith,
we express no opinion on the laws of any jurisdiction other than the laws of the
State of Connecticut.

         We hereby consent to the use of this opinion and our names in
connection with the Registration Statement filed with the Commission to register
the shares of Common Stock to be offered as aforesaid.

                                            Very truly yours,

                                            BRODY, WILKINSON AND OBER, P.C.


                                          By: /s/ James E. Rice
                                            ------------------------------
                                            James E. Rice, Vice President





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>ex23-2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
                                                                    Exhibit 23.2


              Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Acme United Corporation 2005 Non-Salaried
Director Stock Option Plan and the Acme United Corporation 2002 Employee Stock
Option Plan, as amended, of our report dated February 14, 2005, with respect to
the consolidated financial statements and schedule of Acme United Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 2004,
filed with the Securities and Exchange Commission.

                                        /s/  Ernst & Young LLP

July 1, 2005

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
