EXHIBIT 3(i)
                                           Restated Certificate of Incorporation

                      RESTATED CERTIFICATE OF INCORPORATION

Article I. The name of the corporation is Acme United Corporation.

Article II. The purposes for which the Company is constituted are:

     (a) To manufacture,  buy, sell, own and deal in shears, scissors,  cutlery,
hardware,  rulers, articles of wood or metal or both, school supplies,  surgical
instruments, and any and all kinds of real and personal property, including, but
without limitation, patents, licenses, trade-marks and trade-names; and

     (b) To engage,  directly or  indirectly,  as principal or as agent,  in any
manufacturing,  service, wholesaling,  retailing,  brokerage, or other business,
activity, or course of conduct not prohibited by law.

Article III. The amount of Capital Stock of this  corporation  is Twenty Million
Dollars  ($20,000,000.00),  divided into 8,000,000 shares of Common Stock of the
par value of Two Dollars and Fifty Cents ($2.50) a share.  The holders of Common
Stock shall have no pre-emptive rights.

Article IV. Subject to the provisions of Connecticut  General  Statutes  section
33-775,  the  corporation  shall  indemnify  an  individual  who is a party to a
proceeding  because he is a  director  or  officer  of the  corporation  against
liability (as defined in subdivision 5 of Connecticut  General  Statutes section
33-770) in the proceeding if:

               (1)(A) he  conducted  himself in good  faith;  (B) he  reasonably
believed (i) in the case of conduct in his official  capacity,  that his conduct
was in the best interests of the corporation;  and (ii) in all other cases, that
his conduct was at least not opposed to the best  interests of the  corporation;
and (C) in the case of any criminal  proceeding,  he had no reasonable  cause to
believe his conduct was unlawful; or

         (2) such liability arises from any action taken, or any failure to take
any action,  as a director  or officer,  except  liability  that (A)  involved a
knowing and culpable  violation  of law by the director or officer;  (B) enabled
the  director,  officer  or an  associate,  as defined  in  Connecticut  General
Statutes section 33-840, to receive an improper personal gain; (C) showed a lack
of good faith and a conscious  disregard for the duty of the director or officer
to the  corporation  under  circumstances  in which the  director or officer was
aware that his  conduct or  omission  created an  unjustifiable  risk of serious
injury to the corporation;  (D) constituted a sustained and unexcused pattern of
inattention  that amounted to an abdication of the  director's or officer's duty
to the corporation;  or (E) created liability under Connecticut General Statutes
section  33-757.  This  provision  shall not  affect the  indemnification  of or
advance of expenses to a director or officer  for any  liability  stemming  from
acts or omissions occurring prior to the effective date of this provision.

Article V. The  personal  liability  of a director  to this  corporation  or its
shareholders  for  monetary  damages  for breach of duty as a director is hereby
limited to an amount  equal to the  compensation  received by such  director for
serving the corporation  during the year of the violation,  provided such breach
did not (A) involve a knowing and culpable violation of law by the director; (B)
enable the director or an associate,  as defined in Connecticut General Statutes
section 33-840,  to receive an improper  personal economic gain; (C) show a lack
of good faith and a  conscious  disregard  for the duty of the  director  to the
corporation under circumstances in which the director was aware that his conduct
or omission created an unjustifiable  risk of serious injury to the corporation;
(D) constitute a sustained and unexcused pattern of inattention that amounted to
an abdication of the director's duty to the corporation; or (E) create liability
under  Connecticut  General  Statutes  section 33-757.  This provision shall not
limit or preclude the liability of a director for any act or omission  occurring
prior to the effective date of this provision.