May 29, 2018

Terry Howlett
President and Chief Executive Officer
Skinvisible, Inc.
6320 South Sandhill Road, Suite 10
Las Vegas, NV 89120

       Re: Skinvisible, Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed May 2, 2018
           File No. 000-25911

Dear Mr. Howlett:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed May 2, 2018

Security Ownership of Certain Beneficial Owners and Management, page 9

1.    We note that you have included derivative securities in the beneficial
ownership table for
      bothTerry Howlett and Doreen McMorran. Please clarify whether Mr. Howlett
and Ms.
      McMorran have voting and/or investment power over such derivative
securities, as
      defined by Rule Rule 13d-3 of the Exchange Act. If Mr. Howlett and Ms.
McMorran are
      not beneficial owners of such derivative securities, please revise the
beneficial ownership
      table accordingly.
Proposal No. 1: Approval of the Merger Agreement, page 20

2.    Please revise your disclosure here and throughout the proxy statement as
appropriate to
      discuss the business of the Combined Company upon completion of the
merger. In
 Terry Howlett
FirstName LastNameTerry Howlett
Skinvisible, Inc.
Comapany NameSkinvisible, Inc.
May 29, 2018
May 29, 2018 Page 2
Page 2
FirstName LastName
         particular, please clarify whether the business operations of
Skinvisible will continue upon
         completion of the merger.
Merger Consideration, page 21

3.       Please expand your disclosure here and elsewhere as appropriate to
quantify how the debt
         conversion agreements and the private placement will impact the
exchange ratio. Please
         also disclose relevant information about the third party indebtedness
and the private
         placement, including the amount of third party indebtedness that is
outstanding, the terms
         at which the indebtedness will convert into common stock, how the
pricing of the
         common stock offered in the private placement will be determined, and
the corresponding
         effect(s) on the exchange ratio.
Background of the Merger, page 22

4.       Your disclosure throughout this section should describe in sufficient
detail why this
         transaction is being recommended to stockholders as opposed to any
alternatives and why
         the transaction is being recommended at this time. The disclosure
should also explain any
         discussions of material issues and the positions taken by the parties
to the transaction.
         Please include materially complete disclosure that addresses, but is
not limited to, the
         following:
           The particular strategic alternatives considered by the board of
Skinvisible and why it
             did not pursue them;
           The nature of the relationship between Skinvisible and Quoin,
including any pre-
             existing relationship and including how the parties were first put
in contact;
           Why Quoin approached Skinvisible on August 30, 2017 to pursue a
merger when it
             appears that Quoin only acquired Polytherapeutics on March 24,
2018;
           The "potential synergies" considered by the Board given that Quoin
had no assets in
             August 2017; and
           Discussions/negotiations relating to the exchange ratio, the
formation of Ovation
             Science (which appears to have occurred after Quoin approached
Skinvisible) and the
             related carve-out, third party indebtedness, the amount of the
private placement, and
             the negotiation of employment agreements.

Information with Respect to Quoin, page 30

5.       Please provide the information required by 14(c)(2) of Schedule 14A
and Item 17 of Form
         S-4 for Quoin, including the financial statements required by Item
17(b)(7) and (8) of
         Form S-4. Please also update your disclosure throughout the proxy
statement as
         appropriate to correspond to the financial statements.
6.       Your disclosure regarding the business of Quoin should provide enough
information to
         allow your investors to make an informed decision when voting on the
proposal. Please
         provide a materially complete description of the business, including
the following:
 Terry Howlett
Skinvisible, Inc.
May 29, 2018
Page 3

           Quoin's acquisition of QRX001 and QRX002 and the current stage of
clinical
           development, including whether Quoin or another third party has
conducted any
           preclinical or clinical testing, and, if so, the dates and results
of such testing, and
           whether you have a current IND to conduct clinical trials;
           a description of any material intellectual property that Quoin owns
and/or licenses,
           including material terms of the patents such as expiration dates;
and
           a description of any material license/collaboration agreements,
including any
           agreements with the US Department of Veterans Affairs relating to
your contemplated
           clinical trials, including material obligations under the
agreements.
Management Following the Merger, page 32

7.     With respect to each person who will serve as a director or an executive
officer of the
       Combined Company, please disclose the information required by Item 401,
402 and 404
       of Regulation S-K. Refer to Item 18(a)(7) of Form S-4.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Irene Paik at 202-551-6553 or Erin Jaskot at
202-551-3442 with any
questions.


FirstName LastNameTerry Howlett
                                                            Division of
Corporation Finance
Comapany NameSkinvisible, Inc.
                                                            Office of
Healthcare & Insurance
May 29, 2018 Page 3
cc:       Scott Doney
FirstName LastName