As filed with the Securities and Exchange Commission on
                          March 6, 1998
                                
               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: March 5, 1998
                                
                     ACME UNITED CORPORATION
                     -----------------------
     (Exact name of registrant as specified in its charter)

Connecticut                       0-4823         06-0236700
- -----------                       ------         ----------
(State or other jurisdiction of   (Commission    (I.R.S. Employer
incorporation or organization)    File Number)   Identification No.)

75 Kings Highway Cutoff                           06430
Fairfield, CT                                     (Zip Code)
(Addresses of principal
executive offices)

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

     The  Registrant  hereby  reports  that  the  Registrant  and
Coopers  &  Lybrand  L.L.P.,  its  independent  accountant,  have
mutually agreed that Coopers & Lybrand L.L.P. will not be engaged
by the Registrant as its independent accountant for the year 1998
and  will  no longer serve in that capacity at the completion  of
the audit of the Registrant's financial statements for the fiscal
year  ended  December 31, 1997, expected to be  completed  on  or
before March 31, 1998.

     The  Registrant is in the process of considering  candidates
to serve as its independent accountant for the year 1998 and will
report its engagement of such accountant upon completion of  that
process.

     In  compliance  with Reg. Section 229.304 Item 304, the  Registrant
further states as follows:

     (a)   The  decision  of the Registrant  and  Coopers  &
     Lybrand L.L.P. that Coopers & Lybrand L.L.P. would  not
     serve  as principal accountants for the Registrant  for
     1998 was made on March 2, 1998.  (Exhibit II)


     (b)  The accountant's report on the Registrant's financial
     statements for the past two years have not contained (and in
     the case of the audit for 1997, to the best of the
     Registrant's knowledge, will not contain) an adverse opinion
     or a disclaimer of opinion, nor were they or will they be
     qualified or modified in any respect.

     (c)  The decision to change accountants was approved by
     the Audit Committee of Registrant's Board of Directors.

     (d)   There  were and are no disagreements between  the
     Registrant  and Coopers & Lybrand L.L.P. on any  matter
     of   accounting  principles  or  practices,   financial
     statement disclosure or auditing scope or procedure.

     A   letter  from  Coopers  &  Lybrand  L.L.P.  stating   its
concurrence  with the Registrant's statements herein is  attached
hereto as Exhibit 1.
          

     Pursuant  to the requirement of the Securities Exchange  Act
of  1934, the Registrant has duly caused this report to be signed
on  its behalf by the undersigned, thereunto duly authorized,  on
March 5, 1998.


                      Acme United Corporation


                      By: /s/ Walter C. Johnsen
                          ----------------------
                              Walter C. Johnsen
                              President and Chief Executive Officer
                              [Principal Executive Officer]




                            Exhibit I




March 5, 1998



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.   20549

Gentlemen:

We have read the statements made by Acme United Corporation (copy
attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K
report  for  the month March, 1998.  We agree with the statements
concerning our Firm in such Form 8-K.

Very truly yours,


/s/Coopers & Lybrand L.L.P.
- ---------------------------
   Coopers & Lybrand L.L.P.







                           Exhibit II



March 5, 1998




Mr. Walter C. Johnsen
President and Chief Executive Officer
Acme United Corporation
75 Kings Highway Cutoff
Fairfield, Connecticut   06430

Dear Mr. Johnsen:

This is to confirm that the client-auditor relationship between
Acme United Corporation (Commission File Number 0-4823), and
Coopers & Lybrand L.L.P. will cease upon completion of our audit
of the Company's financial statements for the year ended December
31, 1997, which is anticipated on or before March 31, 1998, the
due date of the Company's Form 10-K to the Securities and
Exchange Commission.

Very truly yours,


/s/Coopers & Lybrand L.L.P.
- ---------------------------
   Coopers & Lybrand L.L.P.



cc:  Office of the Chief Accountant
     SECPS Letter File
     Securities and Exchange Commission
     Mail Stop 11-3
     450 Fifth Street, N.W.
     Washington, D.C. 20549