Acme United Corporation
60 Round Hill Road
Fairfield, CT 06824


May 21, 2009

Terence O'Brien, Accounting Branch Chief
Securities and Exchange Commission
Washington, D.C. 20549-0404
RE: Acme United Corporation


Dear Mr. O'Brien:


This letter is in response to your March 26, 2009 comment letter relating to our
Form 10-K for the year ended December 31, 2007 and our responses to your
original letter dated December 29, 2008. Each of your comments accompanied by
our responses is provided below.


     1.   We have read your response and proposed revised disclosure to comments
          1 and 2 in our letter dated December 29, 2008. Please ensure that your
          revised disclosure in future filings discusses the following:

               o    Your policy for assessing the recoverability of intangible
                    assets should discuss how you have considered paragraph 15
                    of SFAS 142 and paragraph 8 of SFAS 144, specifically
                    addressing whether or not a triggering event resulted in a
                    formal impairment analysis being performed. Further, your
                    response states that cash flows are expected to recover the
                    carrying value of your intangible assets. Please discuss the
                    headroom between fair value and the carrying value of the
                    Company's assets and quantify the impact any material
                    changes to any of your assumptions would have on your
                    analysis. In this regard, we note the difference between
                    your market cap and stockholders' equity amount has
                    decreased over the past few quarters. Please ensure your
                    disclosure includes a discussion of this trend and how you
                    have considered this in your SFAS 142 and 144 analyses.

               o    Please tell us what consideration you have given to
                    including plant, property and equipment (PP&E) as a critical
                    accounting estimate. The estimates and judgments required by
                    management to assess recoverability of these long-lived
                    assets, which are material to your financial statements,
                    will provide investors greater insight into the quality and
                    variability of your financial position and operating
                    results.

                                       (1)



          Response
          --------

          In response to your first point, in future filings we will
          specifically address whether or not a triggering event is present and
          if it resulted in a formal impairment analysis. Also, in future
          filings, if a formal impairment analysis is performed, the Company
          will include in its disclosure a discussion on the carrying value and
          fair market value of its intangible assets as well as perform a
          sensitivity analysis of its significant assumptions. The Company notes
          that the difference between its market cap and stockholders' equity
          has decreased over the past few quarters; however, the market cap was
          not below stockholders' equity at any reporting period presented.
          Also, the Company believes that the decline in its market cap is
          indicative of the overall economic environment. If the Company's
          market cap goes below stockholders' equity at a future reporting
          period the Company will include the required disclosure.

          In response to your second point, the Company has considered property,
          plant and equipment in its evaluation of critical accounting estimate
          but does not consider the judgments and estimates around PP&E to be
          significant. The net value of PP&E consists primarily of the value of
          product tooling, general computer hardware and software and office
          equipment, all of which are depreciated over a relatively short period
          of time, typically three years.


     2.   We note you have a defined benefit pension plan that is underfunded at
          December 31, 2008. Please tell us why your pension benefit obligation
          and expense is not a critical accounting estimate. Please expand MD&A,
          in future filings, to clearly explain the methods used to estimate
          your obligations and the expense recognized, including the material
          assumptions used to make these estimates and a sensitivity analysis of
          those assumptions. Based on your footnote disclosures, it would appear
          as though such assumptions include the discount rate and expected
          return on plan assets of 8.25%. Refer to Section 501.14 of the
          Financial Reporting Codification for guidance. Please provide us with
          the disclosures you intend to include in future filings.

                                       (2)


          Response
          --------

          In December 1995, the Company's Board of Directors approved an
          amendment to the pension plan that terminated all future benefit
          accruals as of February 1, 1996. Therefore no new participants have
          been or will be added to the plan and the benefits of all current
          participants have been calculated and locked in as of February 1,
          1996. The plan currently consists of approximately 100 retirees
          receiving benefits and another 20 terminated and active employees who
          have been or were with the Company prior to the amendment on February
          1, 1996 and are entitled to future benefits. As discussed in Note 6 -
          Pension and Profit Sharing, of the Company's 2008 Form 10-k, the
          Company's pension obligation has been immaterial due to factors
          described above. As a result, the Company did not believe that the
          obligation and expense was a critical accounting estimate. However,
          more recently, as a result of the global economic crisis and the
          general decline in the stock market, the Company's plan assets have
          experienced a decline resulting in an increase in our liability. The
          Company still believes that the obligation and expense are not
          significant to its operations and liquidity but will reassess their
          significance at December 31, 2009 and make any necessary disclosures
          in the Form 10-k for the year ended December 31, 2009. The disclosure
          would be similar to the following:

               Pension Obligation

                    The pension benefit obligation is based on various
               assumptions used by third-party actuaries in calculating this
               amount. These assumptions include discount rates, expected return
               on plan assets, mortality rates and other factors. Revisions in
               assumptions and actual results that differ from the assumptions
               affect future expenses, cash funding requirements and
               obligations. Our funding policy is to fund the Plan in accordance
               with the Internal Revenue Code and regulations.

                    These assumptions are reviewed annually and updated as
               required. The Company has a frozen defined benefit pension plan.
               Two assumptions, the discount rate and the expected return on
               plan assets, are important elements of expense and liability
               measurement.

                    We determine the discount rate used to measure plan
               liabilities as of the December 31 measurement date. The discount
               rate reflects the current rate at which the associated
               liabilities could be effectively settled at the end of the year.
               In estimating this rate, we look at rates of return on
               fixed-income investments of similar duration to the liabilities
               in the plan that receive high, investment grade ratings by
               recognized ratings agencies. Using these methodologies, we
               determined a discount rate of x.x% to be appropriate as of
               December 31, 2009, which is a decrease of 0.xx percentage points
               from the rate used as of December 31, 2008. An increase of x.0%
               in the discount rate would have decreased our plan liabilities as
               of December 31, 2009 by $x.x million and a decrease of x.0% could
               have increased our plan liabilities by $x.x million.

                    The expected long-term rate of return on assets is developed
               with input from the Company's actuarial firm and also considers
               the Company's historical results and projected returns for
               similar allocations among asset classes. In accordance with
               generally accepted accounting principles, actual results that
               differ from the Company's assumptions are accumulated and
               amortized over future periods and, therefore, affect expense and
               obligation in future periods. For the U.S. pension plan, our
               assumption for the expected return on plan assets was x.x% for
               2009.

                                       (3)


               For more information concerning these costs and obligations, see
               the discussion in Note 6 - Pension and Profit Sharing, to the
               Company's financial statements.

     3.   We further note from page 24 that the pension plan assets are invested
          in equity securities at 67% at December 31, 2008; however, you have
          maintained the same expected return on plan assets for the two fiscal
          years ended 2008. Please provide disclosures in MD&A in future filings
          to explain to investors why your expected long-term rates of return
          are reasonable given that the majority of the plan assets are invested
          in equity securities and to discuss the impact the current economic
          market environment has had and may have on your assumptions used to
          estimate the net periodic benefit cost. Your disclosures should also
          address the potential impact to your defined pension plans' funded
          status and additional funding obligations you may have. Please provide
          us with the disclosures you intend to include in future filings.

          Response
          --------

          The expected long-term rate of return on assets is developed with
          input from the Company's actuarial firm and also considers the
          Company's historical experience with pension fund asset performance in
          comparison with expected returns. The long-term nature of the pension
          trusts make them well suited to bear the risk of added volatility
          associated with equity securities. Accordingly, the asset allocations
          reflect a higher allocation to equity securities as compared to
          fixed-income securities. Based on these factors management believes
          that the long-term rate of return used in its estimates is reasonable.
          Please refer to our response to comment #2 for the related disclosure.


Revenue Recognition, page 13
- ----------------------------

     4.   We have read your response to comment 5 in our letter dated December
          29, 2008. You indicate your provisions for customer returns and
          rebates are immaterial to the financial statements for each annual
          period presented in the 10-k and therefore have not been specifically
          identified in the filing. However, we note that the accrued liability
          for vendor rebates identified in Note 5 is material to the financial
          statements as a whole and therefore we suggest that you quantify in
          your disclosure the amount of provisions recorded during each period
          or disclose the fact that these provisions are immaterial to the
          financial statements as a whole.

          Response
          --------

          To clarify our initial response, the accrued liability for customer
          rebates is material to the financial statements and is specifically
          identified in Note 5 - Other Accrued Liabilities. This amount is
          disclosed for each reporting period presented. The Company does not
          disclose the provision for customer rebates for competitive reasons.

                                       (4)


Results of Operations, page 14
- ------------------------------

     5.   We note the sale of the Bridgeport property in December 2008 discussed
          in Note 17. Please address the following comments:

               o    Please revise your future MD&A to identify and discuss this
                    material transaction. Specifically address the impact the
                    sale, mortgage and remediation costs will have on operations
                    and liquidity.
               o    Please tell us your basis for your statement on page 34 that
                    you do not expect the obligations related to the remediation
                    of the property to materially affect your results of
                    operations, financial condition or liquidity. We note the
                    undiscounted liability of $1.8 million accounts for 8% of
                    total liabilities at December 31, 2008, and the current
                    portion accounts for 16% of total current liabilities at
                    that date.
               o    On page 35, you state that as part of the sale, you provided
                    the buyer with a mortgage of $2.0 million at six percent
                    interest, which will be due in full one year after
                    remediation and monitoring on the property have been
                    completed. We assume this is the $2.0 million long term
                    receivable recorded on the balance sheet at December 31,
                    2008. Please tell us how you have presented the sale of the
                    property, the gain and the note receivable on your statement
                    of cash flows.
               o    You disclose on page 14 the gain from this transaction of
                    $265,000 is included in other income, net. Please tell us
                    your consideration of paragraph 45 of SFAS 144.

          Response
          --------

               o    In future filings we will provide the requested disclosures
                    in our MD&A.
               o    The $1.8 million liability was based on an estimate
                    developed by an independent environmental consulting firm
                    using the best information available at the time. The
                    Company has sufficient cash flow from operations as well as
                    borrowing capacity under its loan agreement with Wachovia
                    Bank that management believes payment of this obligation
                    will not have a material adverse affect on the Company's
                    ability to implement its business plan. In addition, funds
                    received from payments on the mortgage will also fund the
                    remediation.
               o    The Company received $500,000 in cash from the sale of the
                    property, all of which was used to pay for legal,
                    environmental and closing costs. The gain of $265,000 was
                    part of the reconciliation of net income to net cash
                    provided by operating activities.
               o    The Company concluded that it would be prudent to exclude
                    the gain from income from operations as the property sold
                    has not been used in our operations since 1996. Including
                    the gain in operating results would misrepresent our results
                    of operations.

                                      (5)


Liquidity and Capital Resources, page 16
- ----------------------------------------

     6.   We have read your response to comment 9 in our letter dated December
          29, 2008, as well as the revised disclosure herein. You state that
          management has taken necessary actions to adjust its cost structure as
          a response to the slow down in demand and in anticipation of future
          decline. Please tell us and disclose the nature of these "necessary
          actions" and describe the effect each action is expected to have on
          your operations, financial position and liquidity.

          Response
          --------

          The global economic slowdown has had a negative impact on the Company.
          In response, the "actions" that management has taken was to review
          expenses on a line item basis and make cuts where possible, including
          cuts in incentive pay, travel, professional service fees and other
          discretionary items. The Company has also implemented a freeze on
          salary increases and the hiring of new employees.

                                      (6)