UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 144

                      NOTICE OF PROPOSED SALE OF SECURITIES
              PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly with
a market maker.

________________________________________________________________________________
1(a) NAME OF ISSUER (Please type or print)| (b) IRS IDENT. NO. |(c) SEC FILE NO.
                                          |                    |
ACME UNITED CORPORATION                   |     06-0236700     |   001-07698
                                          |                    |
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1(d) ADDRESS OF ISSUER  STREET  CITY  STATE ZIP CODE | (e) TELEPHONE
                                                     |    AREA CODE  |NUMBER
                                                     |               |
1931 BLACK ROCK TURNPIKE        FAIRFIELD, CT  06825 |      203      |332-7330
                                                     |               |
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2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

GARY D. PENISTEN

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2(b) SOCIAL SECURITY NO.                  (c) RELATIONSHIP TO ISSUER
     OR IRS IDENT. NO.
                                              DIRECTOR

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2(d) ADDRESS STREET           CITY   STATE    ZIP CODE

1931 BLACK ROCK TURNPIKE      FAIRFIELD, CT   06825

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INSTRUCTION: The person filing this notice should contact the issuer to obtain
the I.R.S. Identification Number and the S.E.C. File Number.



                                         SEC USE
3(a)           (b)                       ONLY     (c)           (d)          (e)                (f)                (g)
Title of the   Name and Address of       Broker-  Number of     Aggregate    Number of Shares   Approximate        Name of Each
Class of       Each Broker Through       Dealer   Shares or     Market       or Other Units     Date of Sale       Securities
Securities     Whom the Securities       File     Other Units   Value        Outstanding        (See instr. 3(f))  Exchange
to be Sold     are to be Offered         Number   to be Sold    (See instr.  (See instr. 3(e))  (MO. DAY YR.)      (See instr. 3(g))
               or Each Market                     (See instr.   3(d))
               Maker who is                       3(c))
               Aquiring the
               Securities
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COMMON STOCK   FIDELITY BROKERAGE                 8,000         $123,000       3,503,971          4-26-05            AMEX
PAR VALUE      SERVICES LLC, MEMBER                                                               and
$2.50/sh       NYSE, SIPC                                                                         4-27-05
               100 SUMMER STREET                                                                  
               BOSTON, MA 02110                                                                   

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INSTRUCTIONS:
1.(a) Name of issuer
  (b) Issuer's I.R.S. Identification Number
  (c) Issuer's S.E.C. file number, if any
  (d) Issuer's address, including zip code
  (e) Issuer's telephone number, including area code

2.(a) Name of person for whose account the securities are to be sold
  (b) Such person's I.R.S. identification number, if such person is an entity
  (c) Such person's relationship to the issuer (e.g., officer, director, 10%
      stockholder, or member of immediate family of any of the foregoing)
  (d) Such person's address, including zip code

3.(a) Title of the class of securities to be sold
  (b) Name and address of each broker through whom the securities are intended
      to be sold
  (c) Number of shares or other units to be sold (if debt securities, give the
      aggregate face amount)
  (d) Aggregate market value of the securities to be sold as of a specified date
      within 10 days prior to the filing of this notice
  (e) Number of shares or other units of the class outstanding, or if debt
      securities the face amount thereof outstanding, as shown by the most
      recent report or statement published by the issuer
  (f) Approximate date on which the securities are to be sold
  (g) Name of each securities exchange, if any, on which the securities are
      intended to be sold



                         TABLE I - SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of the
purchase price or other consideration therefor:



                                               Name of Person
                                               from Whom Acquired
Title of   Date you  Nature of                 (If gift, also give date   Amount of             Date of
the Class  Acquired  Acquisition Transaction   donor acquired)            Securities Acquired   Payment     Nature of Payment
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COMMON     5-8-96    OPEN MARKET PURCHASES     OPEN MARKET PURCHASES      8,000                 5-13-96     CASH
STOCK                THROUGH BROKER            THROUGH BROKER
PAR VALUE
$2.50/sh

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INSTRUCTIONS:

1. If the securities were purchased and full payment therefor was not made in
   cash at the time of purchase, explain in the table or in a note thereto the
   nature of the consideration given. If the consideration consisted of any note
   or other obligation, or if payment was made in installments describe the
   arrangement and state when the note or other obligation was discharged in
   full or the last installment paid.


              TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during
the past 3 months by the person for whose account the securities are to be sold.




                                                                               Amount of          Gross
Name and Address of Seller         Title of Securities Sold    Date of Sale    Securities Sold    Proceeds
----------------------------------------------------------------------------------------------------------
                                                                                      
GARY D. PENISTEN                   COMMON STOCK                4-26-05         3,300*             $51,384
1931 BLACK ROCK TURNPIKE                                       4-27-05         4,700*             $71,675
FAIRFIELD, CT 06825                                            

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REMARKS:

* THESE SHARES ARE INCLUDED IN THE AMOUNT OF SHARES SHOWN IN COLUMN 3(c).


INSTRUCTIONS:

See the  definition of "person" in paragraph (a) of Rule 144.  Information is to
be given not only as to the person for whose  account the  securities  are to be
sold but also as to all other persons included in that definition.  In addition,
information  shall be given as to sales by all persons  whose sales are required
by paragraph (e) of Rule 144 to be aggregated  with sales for the account of the
person filing this notice.

ATTENTION:

The person for whose account the  securities to which this notice relates are to
be sold  hereby  represents  by signing  this  notice  that he does not know any
material adverse information in regard to the current and prospective operations
of the  Issuer  of the  securities  to be  sold  which  has  not  been  publicly
disclosed.

        May 4, 2005                             /s/  Gary D. Penisten
___________________________________     ________________________________________
      (DATE OF NOTICE)                                 (SIGNATURE)

The notice shall be signed by the person for whose account the securities are to
be sold. At least one copy of the notice shall be manually signed.

Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal
Criminal Violations (See 18 U.S.C. 1001).