UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of report (date of earliest event reported): July 1, 2005

                             ACME UNITED CORPORATION
             (Exact name of registrant as specified in its charter)
                               ------------------

          Connecticut                  01-07698                 06-0236700
(State or other jurisdiction of     (Commission               (I.R.S. Employer
 incorporation or organization)     file number)             Identification No.)



     1931 Black Rock Turnpike, Fairfield, Connecticut           06825
         (Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code: (203) 332-7330

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))








ITEM 5.03.  Amendments to Articles of Incorporation or Bylaws;  Change in Fiscal
Year.

Effective July 1, 2005, Acme United  Corporation  (the  "Company")  restated its
Certificate of Incorporation. The Restated Certificate of Incorporation reflects
the  numerous  amendments  previously  made  to  the  Company's  Certificate  of
Incorporation  and omits the  provisions  thereof which are no longer in effect.
However,  the Restated  Certificate of Incorporation did not itself make any new
substantive changes to the Certificate of Incorporation as previously in effect.
A copy of the Company's Restated Certificate of Incorporation appears as Exhibit
3(i) to this Report.

ITEM 8.01.  Other Events.

a. Description of the Company's Common Stock.

Common Stock.

The  authorized  capital  stock of the Company  consists of 8,000,000  shares of
Common  Stock,  par value  $2.50 per  share.  As of June 30,  2005,  there  were
3,554,983  shares  of  Common  Stock  issued  and  outstanding  and a  total  of
approximately 641,138 shares of Common Stock reserved for issuance upon exercise
of outstanding stock options and options that may be granted in the future under
the Company's 2002 Employee Stock Option Plan, as amended and the Company's 2005
Non-salaried Director Stock Option Plan.

Holders  of Common  Stock are  entitled  to one vote for each  share held on all
matters  submitted to a vote of stockholders  and do not have cumulative  voting
rights. Accordingly,  holders of the majority of shares of Common Stock entitled
to vote in any election of directors may elect all of the directors standing for
election.  Holders  of  Common  Stock  are  entitled  to  receive  ratably  such
dividends,  if any, as may be declared  by the Board of  Directors  out of funds
legally available therefor.  Upon the liquidation,  dissolution or winding up of
the Company,  the holders of Common  Stock are entitled to share  ratably in all
assets of the Company available for distribution after the payment of all debts,
liabilities  and any  preferences.  Holders of Common  Stock,  as such,  have no
preemptive,  subscription,  redemption or  conversion  rights.  The  outstanding
shares of Common Stock are fully paid and non-assessable.

Connecticut Law and Certain Charter and Bylaw Provisions.

   Restrictions on Business Combinations.

The Company is subject to the provisions of the Connecticut Business Corporation
Act (the  "Act").  The Act  prohibits  a  Connecticut  corporation,  such as the
Company, from engaging in a merger,  consolidation or other business combination
with an interested shareholder  (generally,  the beneficial owner of 10% or more
of a  corporation's  voting  stock)  for five (5) years  following  the time the
shareholder  became an interested  shareholder  unless,  prior to that time, the
corporation's  board of directors and a majority of the non-employee  directors,
of which there must be at least two,  approved the business  combination  or the
transaction that resulted in the shareholder becoming an interested shareholder.
After five years, business combinations may occur only if approved by 80% of the
outstanding  shares of the  corporation and by two-thirds of the voting power of
the corporation other than voting power held by an interested shareholder who is
a party to the  proposed  business  combination.  The Company has not chosen and
does not currently intend to "elect out" of the application of this statute.

   Limitations on Liability of Officers and Directors; Indemnification.
   -------------------------------------------------------------------

The Company's Restated Certificate of Incorporation  contains certain provisions
which  limit  the  personal  liability  of a  director  to  the  Company  or its
shareholders  for monetary damages for breach of duty as a director to an amount
equal to the  compensation  received  by the  director  for  serving the Company
during  the year of the  violation,  so long as the  breach did not 1) involve a
knowing and culpable violation of law by the director; 2) enable the director or
an associate to receive an improper  personal  economic  gain; 3) show a lack of
good faith and a conscious disregard for the duty of the director to the Company
under circumstances in which the director was aware that his conduct or omission
created an unjustifiable risk of serious injury to the Company;  4) constitute a
sustained and unexcused pattern of inattention that amounted to an abdication of
the director's duty to the Company; or 5) create liability under the Act for the
distribution  of an illegal  dividend.  The  Certificate of  Incorporation  also
contains  provisions  indemnifying  the Company's  directors and officers to the
fullest extent  permitted by the Act. The Company believes that these provisions






will assist the Company in attracting  and retaining  qualified  individuals  to
serve as directors and officers.

Registrar and Transfer Agent.

The registrar and transfer agent for the Common Stock is American Stock Transfer
Company, New York, NY.

b. Specimen Common Stock Certificate.

The text of the form of the certificate  representing shares of the Common Stock
appears as Exhibit 4.1 hereto.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit Number             Description
--------------             -----------
3(i)                       Restated Certificate of Incorporation.

4.1                        Specimen Common Stock Certificate.








                                   SIGNATURES

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 hereunto duly authorized.


ACME UNITED CORPORATION



By            /s/ PAUL G. DRISCOLL
         ------------------------------
                Paul G. Driscoll
               Vice President and
              Chief Financial Officer



Dated:  July 8, 2005








                                  EXHIBIT INDEX

         Exhibit Number             Description

         3(i)                       Restated Certificate of Incorporation.

         4.1                        Specimen Common Stock Certificate.