June 20, 2018

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

       Re: Skinvisible, Inc.
           Amendment No. 1 to
           Preliminary Proxy Statement on Schedule 14A
           Filed June 11, 2018
           File No. 000-25911

Dear Mr. Howlett:

       We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to
comments in our
June 11, 2018 letter.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed June 11,
2018

Merger Consideration, page 21

1.    We note your revisions to the proxy statement in response to our prior
comment 3. Please
      further revise your disclosure to include quantitative examples of the
potential dilutive
      effect on existing Skinvisible shareholders based on estimates of the
number of shares that
      you may issue pursuant to the Debt Conversion Agreements and in the
Private Placement.
      Please also explain how this will impact the percentage ownership held by
existing
      Skinvisible shareholders in the Combined Company.
 Terry Howlett
FirstName LastNameTerry Howlett
Skinvisible, Inc.
Comapany NameSkinvisible, Inc.
June 20, 2018
June 20, 2018 Page 2
Page 2
FirstName LastName



2.       Based on the calculations you provide on page 21, it appears that the
Exchange Ratio will
         be reduced from approximately 27.5% to a percentage equal to (i) 27.5%
minus (ii) the
         product of (x) 0.000004 and (y) the amount of the remaining
indebtedness rather than (x)
         0.00000004 and (y) the amount of the remaining indebtedness. Please
revise your
         disclosure throughout the proxy statement accordingly. In addition,
where you disclose
         that the Exchange Ratio of 27.5%, please also disclose the reduced
Exchange Ratio in the
         event that the none of the third party indebtedness is converted.
Background of the Merger, page 22

3.       We note your revisions in response to our prior comment 4. Please
expand your
         disclosure to discuss how you and Quoin arrived at the Exchange Ratio,
including any
         valuations considered by each of the parties.
Information with Respect to Quoin
Overview, page 31

4.       We note your revisions in response to our prior comment 6 and reissue
in part. Please
         expand your disclosure to include a description of any material
intellectual property that
         Quoin owns and/or licenses and any material license/collaboration
agreements to which
         you are party, including any agreements with the US Department of
Veterans Affairs. In
         your description of the Polytherapeutics agreement, please also
disclose the royalty
         percentage payable, the royalty term, and any term and termination
provisions.
5.       We note your revised disclosure on page 32 that Quoin has not
initiated any formal
         clinical testing for QRX001 and QRX002 nor has it filed any IND's or
held discussions
         with the FDA. Please clearly state throughout your proxy statement,
including each place
         that you discuss Quoin's business, that Quoin is a preclinical stage
company and has not
         had any discussions with the FDA. Please also remove your statement
that Quoin expects
         to generate Phase 2 data in 2018 given that it has not yet started
Phase 1 trials and has not
         submitted an IND. In addition, please explain the statement on page 24
that Quoin's
         management has guided their product through successful negotiations
with the FDA from
         pre-IND through the end of Phase 2. If this statement refers to an
alternative product at a
         different company, please make this clear. We also note statements
throughout that Quoin
         has a broad relationship with the VA for the development of QRX002 and
the VA has
         appointed two of its top researchers as Principal Investigators for
clinical development
         which will be performed at VA facilities. Please disclose whether you
have any written
         agreements with the VA or the Principal Investigators relating to the
clinical development
         of QRX002. If not, please disclose whether the VA and/or the Principal
Investigators are
         obligated to participate in the clinical development and whether the
VA has committed
         any funding toward the development.
 Terry Howlett
Skinvisible, Inc.
June 20, 2018
Page 3
Unaudited Pro Forma Condensed Combined Financial Statements, page 40

6.     We note your revisions to the proxy statement in response to our prior
comment 5. Please
       also provide two years of audited financial statements and quarterly
financial information
       for the quarter ended March 31, 2018 pursuant to Item 17(b)(7) and (8)
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.

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


FirstName LastNameTerry Howlett
                                                            Division of
Corporation Finance
Comapany NameSkinvisible, Inc.
                                                            Office of
Healthcare & Insurance
June 20, 2018 Page 3
cc:       Scott Doney
FirstName LastName