SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ASEN R SCOTT (Last) (First) (Middle) C/O ASEN AND CO. 224 EAST 49TH STREET (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ACME UNITED CORP [ ACU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/09/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2005		S		10,500	D	$19.1	597,190	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	Sabrina Kirkpatrick, as attorney-in-fact for R. Scott Asen	02/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5

The undersigned hereby constitutes and appoints, for the period

from the date hereof through February 28, 2005, each of Sabrina

Kirkpatrick and William C. Hicks, signing singly, his/her true

and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned Forms 3, 4

and 5 in accordance with Section 16(a) of the Securities

Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of

the undersigned which may be necessary or desirable to

complete the execution of any such Forms 3, 4, or 5 and the

timely filing of such form with the United States Securities

and Exchange Commission and any other authority; and



(3) take any other action of any type whatsoever in

connection with the foregoing which, in the opinion of such

attorney-in-fact, may be of benefit to, in the best interest of,

or legally required by, the undersigned, it being understood that

the documents executed by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall be in such

form and shall contain such terms and conditions as such

attorney-in-fact may approve in his/her discretion.



The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform all and every act

and thing whatsoever requisite, necessary, and proper to be

done in the exercise of any of the rights and powers herein

granted, as fully to all intents and purposes as such

attoney-in-fact might or could do if personally present, with

full power of substitution or revocation, hereby ratifying and

confirming all that such attorney-in-fact, or his/her

substitute or substitutes, shall lawfully do or cause to be

done by virtue of this power of attorney and the rights and

powers herein granted.  The undersigned acknowledges that the

foregoing attorneys-in-fact, in serving in such capacity at

the request of the undersigned, are not assuming any of the

undersigned's responsibilities to comply with Section 16 of

the Securities Exchange Act of 1934.



IN WITNESS WHEREOF, the undersigned has caused this Power

of Attorney to be executed as of this 7th day of

February, 2005.



R. Scott Asen

/s/ R. Scott Asen

Signature