================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

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

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (date of earliest event reported) October 21, 2004

                          Commission file number Q4823

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes | X |   No |   |

Registrant had 3,405,921 shares outstanding as of October 21, 2004 of its $2.50
par value Common Stock.


                                      (1)

ACME UNITED CORPORATION Page ---- Item 2.02 Results of Operations and Financial Condition............. 3 Signatures.......................................................... 7 (2)

ACME UNITED CORPORATION NEWS RELEASE - -------------------------------------------------------------------------------- CONTACT: Paul G. Driscoll Acme United Corporation 1931 Black Rock Turnpike Fairfield, CT 06825 Phone: (203) 332-7330 FAX: (203) 576-1547 - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE October 22, 2004 ACME UNITED CORPORATION REPORTS 22% SALES AND MORE THAN TRIPLE EARNINGS INCREASES FOR THE THIRD QUARTER FAIRFIELD, CONN. - October 22, 2004 - Acme United Corporation (ASE:ACU) today announced net income of $1,017,000 or $.26 per diluted share for the third quarter ending September 30, 2004 compared to $302,000 or $.08 per diluted share for the comparable period last year. Net income for the first nine months ending September 30, 2004 was $2,484,000, or $.66 per diluted share compared to $995,000, or $.28 per diluted share in the comparable period last year. Net sales for the quarter ending September 30, 2004 were $11.6 million compared to $9.5 million in 2003, an increase of 22%. Net sales in the U.S. increased 21% due to the launch of new products and market share gains. International sales increased by 4%. Net sales for the first nine months ending September 30, 2004 were $32.5 million compared to $26.9 million in 2003, an increase of 21% (19% at constant currency). The Clauss acquisition in June of this year is progressing ahead of plan. The business contributed approximately $750,000 in revenue during the third quarter. Walter C. Johnsen, President and CEO, said, "Acme United had a strong back to school season with market share gains. I am particularly pleased with the reception of our new products including titanium sewing scissors and paper trimmers. The revamped Westcott ruler line was well received at the recent school, home and office product show." Gross margins were 47% in the third quarter of 2004 versus 33% in the comparable period last. The gross margin for the third quarter 2003 was reduced by approximately $200,000 due to costs associated with the closure of manufacturing in Germany. Gross margins for the quarter without this effect would have been 35%. For the first nine months of 2004 gross margins were 45% compared to 37% in 2003. The improvement is mainly due to new product sales. (3)

Income before income taxes was $1.6 million in the third quarter of 2004 compared with $565,000 in the third quarter of 2003, an increase of $1.0 million. Pretax income for the first nine months was $4.1 million in 2004 compared to $1.9 million in 2003. The Company's debt less cash on September 30, 2004 was $1.8 million compared to $5.6 million on September 30, 2003. During the first nine months of 2004, the Company repurchased 46,830 shares at a cost of $236,000. The Company extended its debt facility until 2007 and reduced its interest rate to LIBOR plus 1.5%, or approximately 3.75%. The $10 million facility had unused capacity of $6.8 million at September 30, 2004 and is no longer tied to asset availability. The board of directors declared a cash dividend of 2 cents per share payable on October 29, 2004 to shareholders of record on the close of business on October 9, 2004. ACME UNITED CORPORATION is a specialized supplier of cutting devices, measuring instruments, and safety products for school, home, and office use. Forward-looking statements in this report, including without limitation, statements related to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) the Company's plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Company's plans and results of operations will be affected by the Company's ability to manage its growth, and (iii) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. # # # (4)

ACME UNITED CORPORATION CONSOLIDATED STATEMENT OF INCOME THIRD QUARTER REPORT 2004 Quarter Ended Quarter Ended September 30, 2004 September 30, 2003 Amounts in $000's except per share data (Unaudited) (Unaudited) - ------------------------------------------------------------------------------------------------------------- Net Sales $ 11,595 $ 9,538 Gross Profit 5,453 3,171 Selling, General, and Administrative Expenses 3,739 2,648 Other (Income) Expense 98 (42) Pre-Tax Income 1,616 565 Income Tax Expense 599 263 Net Income 1,017 302 Earnings Per Share Basic 0.30 0.09 Earnings Per Share Diluted 0.26 0.08 Nine Months Ended Nine Months Ended September 30, 2004 September 30, 2003 Amounts in $000's except per share data (Unaudited) (Unaudited) - ------------------------------------------------------------------------------------------------------------- Net Sales $ 32,460 $ 26,869 Gross Profit 14,691 9,973 Selling, General, and Administrative Expenses 10,288 7,854 Other (Income) Expense 257 245 Pre-Tax Income (loss) 4,146 1,874 Income Tax Expense 1,662 879 Net Income 2,484 995 Earnings Per Share Basic 0.74 0.30 Earnings Per Share Diluted 0.66 0.28 (5)

ACME UNITED CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET THIRD QUARTER REPORT 2004 (Unaudited) Amounts in $000's except per share data September 30, 2004 September 30, 2003 - ------------------------------------------------------------------------------------------------------------- Assets: Current Assets: Cash $ 1,599 $ 825 Accounts Receivable, Net 11,213 9,600 Inventories 8,053 8,214 Prepaid and Other current Assets 647 491 --------------------------------------------------- Total Current Assets 21,512 19,130 Property and Equipment, Net 2,212 2,222 Other Assets 711 447 --------------------------------------------------- Total Assets $ 24,435 $ 21,799 =================================================== Liabilities and Stockholders' Equity: Current Liabilities Notes Payable $ 118 $ 3 Accounts Payable 1,928 2,395 Other Current Liabilities 5,365 2,506 Current Portion of Long Term Debt 1,000 4,316 --------------------------------------------------- Total Current Liabilities 8,411 9,220 Long-Term debt 2,308 2,062 Other Non Current Liabilities 701 953 --------------------------------------------------- 11,420 12,235 Total Stockholders' Equity 13,015 9,564 --------------------------------------------------- Total Liabilities and Stockholders' Equity $ 24,435 $ 21,799 =================================================== (6)

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 thereunto duly authorized. ACME UNITED CORPORATION By /s/ WALTER C. JOHNSEN ------------------------------ Walter C. Johnsen President and Chief Executive Officer Dated: October 21, 2004 By /s/ PAUL G. DRISCOLL ------------------------------ Paul G. Driscoll Vice President and Chief Financial Officer Dated: October 21, 2004 (7)