The Exhibit Index begins on page 2.
     As filed with the Securities and Exchange Commission on August 4, 1999
                          Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 Identification No.)
incorporation or organization)

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

         ACME UNITED CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN
         --------------------------------------------------------------
                              (Full title of plan)

(Name, address and telephone
number of agent for service)                   (Copy to:)

Ronald P. Davanzo
Acme United Corporation                        James E. Rice, Esquire
75 Kings Highway Cutoff                        Brody, Wilkinson and Ober, P.C.
Fairfield, CT 06430                            2507 Post Road
(203) 332-7330                                 Southport, CT 06490
                                               (203) 319-7100

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                               Proposed         Proposed
Title of                       maximum          maximum
securities        Amount       offering         aggregate       Amount of
to be             to be        price per        offering        registration
registered        registered   share            price           fee
- --------------------------------------------------------------------------------
Common Stock
(par value        120,000      $1.9375          $232,500        $64.64
$2.50 per share)  shares(1)     (2)              (2)             (2)


         (1) In connection  with the referenced  Plan,  300,000 shares of Common
Stock were  previously  registered  with the  Commission  on a S-8  Registration
Statement (No.  33-98918) filed on November 1, 1995 and 100,000 shares of Common
Stock were  previously  registered  with the  Commission  on a S-8  Registration
Statement (No. 333-26737) filed on May 9, 1997.

         (2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
share,  proposed  maximum  aggregate  offering  price  and  the  amount  of  the
registration  fee are based on the  average  of the daily high and low prices of
Acme United  Corporation  Common Stock on the American  Stock Exchange on August
4, 1999 (i.e., $1.9375 per share).



     PART I

     On  November 1, 1995,  Acme  United  Corporation  (the  "Company")  filed a
registration  statement on Form S-8 (No. 33-98918) relating to 300,000 shares of
the Company's  Common Stock,  $2.50 per share par value  ("Common  Stock") to be
issued  pursuant to the 1992 Amended and Restated  Stock Option Plan.  On May 9,
1997,  the  Company  filed an  amended  registration  statement  relating  to an
additional  100,000  shares of the  Company's  Common Stock.  This  registration
statement  relates to the  registration of 120,000  additional  shares of Common
Stock to be issued  pursuant to the Amended and  Restated  Stock  Option Plan as
amended  by the Board of  Directors  of the  Company  on  January  27,  1998 and
approved by the  shareholders  of the Company on April 27, 1998,  in  accordance
with  Instruction  E to Form S-8.  The  securities  to which  this  registration
statement  relates are the same class as, and are issued under the same employee
benefit plan as, the securities previously registered in registration  statement
No. 33-98918 and registration statement No. 333-26737.  Except for Part II, Item
8 which  is  amended  in its  entirety  as set  forth  below,  the  contents  of
registration  statement No.  33-98918 as amended by  registration  statement No.
333-26737 are incorporated by reference herein.

     PART II

     Item 8. Exhibits

                            Descriptions of Exhibits
                            ------------------------
         4(a)  1998 Amendment of Acme United  Corporation  Amended and Restated
               Stock Option Plan
         5     Opinion of Counsel Regarding the legality of the shares of Common
               Stock being Registered
         23(a) Consent of Counsel (included in Exhibit 5)
         23(b) Consent of Ernst & Young LLP, Independent Auditors
         23(c) Consent of PricewaterhouseCoopers LLP, Independent Accountants


SIGNATURES

     Pursuant to the  requirement  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  Town of Fairfield,  State of Connecticut, on this 4th day of
August, 1999.

                                   Acme United Corporation


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


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

         Signature                      Title                     Date
         ---------                      -----                     ----

/s/ Walter C. Johnsen               President, Chief Executive    August 2, 1999
- ------------------------------      Officer and Director
    Walter C. Johnsen

/s/ Gary D. Penisten                Chairman of the Board         August 3, 1999
- ------------------------------      and Director
    Gary D. Penisten

/s/ Ronald P. Davanzo               Vice President, Treasurer,    August 3, 1999
- ------------------------------      Secretary and Principal
    Ronald P. Davanzo               Financial Officer

/s/ William K. Gyuricsko            Controller                    August 3, 1999
- ------------------------------
    William K. Gyuricsko


/s/ Richmond Y. Holden, Jr.         Director                      August 3, 1999
- ------------------------------
    Richmond Y. Holden, Jr.


/s/ Wayne R. Moore                  Director                      August 2, 1999
- ------------------------------
    Wayne R. Moore


/s/ George R. Dunbar                Director                      August 3, 1999
- ------------------------------
    George R. Dunbar


/s/ David W. Clark , Jr.            Director                      August 3, 1999
- ------------------------------
    David W. Clark, Jr.


/s/ Peter H. Kamin                  Director                      August 4, 1999
- ------------------------------
    Peter H. Kamin




     INDEX OF EXHIBITS ACCOMPANYING THE S-8 REGISTRATION STATEMENT


          Exhibit  Description                                        Sequential
                                                                      Page
                                                                      Number

         4(a)  1998  Amendment of Acme United  Corporation  Amended and Restated
               Stock Option Plan
         5     Opinion of Brody, Wilkinson and Ober, P.C. Regarding the Legality
               of the Shares of Common Stock
         23(a) Consent of Brody, Wilkinson and Ober, P.C.*
         23(b) Consent of Ernst & Young LLP, Independent Auditors
         23(c) Consent of PricewaterhouseCoopers LLP, Independent Accountants

*Included in exhibit 5.




                                  EXHIBIT 4(a)
                                  ------------

                             ACME UNITED CORPORATION
                     AMENDMENT TO EMPLOYEE STOCK OPTION PLAN
                            ADOPTED JANUARY 27, 1998


The  aggregate  number of shares of Common  Stock of the  Corporation  available
under the Plan is increased from 400,000 shares to 520,000 shares.




James E. Rice
Direct Line:  319-7112


   OPINION OF COUNSEL REGARDING THE LEGALITY OF THE SHARES OF COMMON STOCK --
                                    EXHIBIT 5

                                                    August 3, 1999

Acme United Corporation
75 Kings Highway Cutoff
Fairfield, CT 06430

Dear Sir or Madam:

         We have acted as counsel for Acme United Corporation (the "Company") in
connection  with the  preparation  and filing with the  Securities  and Exchange
Commission of the  Amendment to Form S-8  Registration  Statement  (the "Amended
Registration  Statement")  relating to an  additional  120,000  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  Amended  and  Restated  Stock
Option Plan (the "Plan").

         We  have   examined  and  are   familiar   with  (i)  the  Articles  of
Incorporation  and the Bylaws of the  Company,  (ii) the  corporate  proceedings
authorizing the issuance of 120,000 shares of Common Stock pursuant to the Plan,
and (ii) such other documents and  instruments as we have  considered  necessary
for the purposes of the opinions hereinafter set forth.

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

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

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

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

                                           Very truly yours,


                                           /s/ Brody, Wilkinson and Ober, P.C.
                                           -----------------------------------
                                               Brody, Wilkinson and Ober, P.C.


Exhibit 23(b)




               Consent of Ernst & Young LLP, Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Acme United Corporation Amended and Restated Stock Option
Plan of our report  dated  March 25,  1999,  with  respect  to the  consolidated
financial  statements and schedule of Acme United  Corporation and  subsidiaries
included in its Annual Report (Form 10-K) for the year ended  December 31, 1998,
filed with the Securities and Exchange Commission.

                                                  /s/ Ernst & Young LLP
                                                  ------------------------
                                                      Ernst & Young LLP

Hartford, Connecticut
July 30, 1999



Exhibit 23(c)




         Consent of PricewaterhouseCoopers LLP, Independent Accountants


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statements  of Acme  United  Corporation  and  Subsidiaries  on Forms S-8 of our
report dated March 19, 1998,  except as to the information  presented in Note 2,
for  which  the  date is March  26,  1999,  on our  audits  of the  consolidated
financial statements and financial statement schedule of Acme United Corporation
and  Subsidiaries  as of December 31, 1997, and for the years ended December 31,
1997 and 1996, which appear in Acme United  Corporation's  Annual Report on Form
10-K for the year ended December 31, 1998.

/s/ PricewaterhouseCoopers LLP
- ---------------------------------
    PricewaterhouseCoopers LLP

Hartford, Connecticut
 August 2, 1999