[SPECIMEN STOCK CERTIFICATE]


KW 6170                                                       CUSIP 004816 10 4


                            ACME UNITED CORPORATION
             INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT



THIS CERTIFIES THAT









IS THE OWNER OF

       FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $2.50 EACH
                             OF THE COMMON STOCK OF

ACME UNITED  CORPORATION  transferable on the books of the Company by the holder
hereof  in  person,  or by duly  authorized  attorney,  upon  surrender  of this
certificate properly endorsed.  This certificate and the shares evidenced hereby
are issued and shall be held subject to all of the provisions of the Certificate
of Incorporation of the Company, to all of which the holder hereof by acceptance
assents.  This certificate is not valid unless countersigned and registered by a
Transfer Agent and Registrar.

WITNESS  the seal of the  Company  and the  signatures  of its  duly authorized
officers.




[SEAL]

Dated:




                    /s/ Paul Driscoll                 /s/ Walter C. Johnsen
                                                      President



                                          Countersigned and Registered:
                                              AMERICAN STOCK TRANSFER COMPANY

                                                                Transfer Agent
                                                                 and Registrar

                                          By:
                                                            Authorized Officer





                          ACME UNITED CORPORATION

         The Company will furnish to the holder hereof, upon request and without
charge, a full statement of the  designations,  terms,  limitations and relative
rights and  preferences  of the shares of each class  authorized to be issued by
the Company.

         The following  abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM          - as tenants in common
TEN ENT          - as tenants by the entireties
JT TEN           - as joint tenants with right of survivorship and not as
                   tenants in common

UNIF GIFT MIN ACT-                 Custodian
                        ______________________________________
                        (Cust)                          (Minor)

                        under Uniform Gifts to Minors
                        Act___________________________________
                                        (Name)

    Additional abbreviations may also be used though not in the above list.


For value received _______________________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
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Please print or typewrite name and address including postal zip code of assignee

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------------------------------------------------------------------------ Shares

of the common stock represented by the within Certificate, and do hereby

irrevocably constitute and appoint ---------------------------------------------


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Attorney  to  transfer  the  said  stock  on  the  books  of  the  within-named
Corporation with full power of substitution in the premises.


Dated, _________________________