November 5, 2018

Richard DeCicco
Chief Executive Officer
Iconic Brands, Inc.
44 Seabro Avenue
Amityville, NY 11701

       Re: Iconic Brands, Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed October 29, 2018
           File No. 333-227420

Dear Mr. DeCicco:

      We have reviewed your amended registration statement 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 this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our October 15,
2018 letter.

Amendment No. 1 to Form S-1

General

1.     We note that you filed a Form 15-12G on February 11, 2014 terminating
your
       registration. Please note that the periodic reporting rules do not
become applicable until
       your registration statement is declared effective. You should not be
filing periodic or
       current reports that appear to be Section 15(d) reports unless and until
your Form S-1
       registration statement is declared effective. Refer to Rules 15d-1 and
15d-11 of the
       Securities Exchange Act of 1934.
 Richard DeCicco
FirstName LastNameRichard DeCicco
Iconic Brands, Inc.
Comapany 5, 2018
November NameIconic Brands, Inc.
November 5, 2018 Page 2
Page 2
FirstName LastName
Prospectus Summary
Corporate Information, page 2

2.       We note in October 2018 you conducted a 1-for-250 reverse stock split.
Though it
         appears that most of the share and price per share disclosure
throughout the document was
         revised, other disclosures such as the net income (loss) per share
disclosure on page 38
         and the financial statements for all the periods presented were not
revised. Please tell us
         why these share and price per share disclosures were not adjusted to
reflect the 1-for-250
         reverse stock split.
Description of Business
Our Business, page 22

3.       We note your response to comment six and reissue in part.
Specifically, we note your
         disclosure that you distribute your products through United Spirits
Inc., and Southern
         Glazer's Wine and Spirits, LLC, as well as statements in your October
18, 2018 Form 8-K
         Press Release regarding your product distribution. Please clarify your
distribution model
         and where your products are sold. See Item 101(h)(4)(ii) of Regulation
S-K. Provide
         clear disclosure of the distribution agreements referenced in the
press release.
Directors, Executive Officers, Promoters, and Control Persons, page 40

4.       We note the Form 8-K Press Release filed October 4, 2018 states that
David Allen was
         hired as your Chief Financial Officer. Please provide the information
required by Item
         401 of Regulation S-K for Mr. Allen and the signatures required by
Form S-1.
Certain Relationships and Related Transactions, page 44

5.       We note your response to comment 11. Please disclose the working
capital provided to
         BiVi LLC, as required by Item 404 of Regulation S-K. Also, clarify
whether the working
         capital was repaid or forgiven.
Exhibits, page II-6

6.       We note your response to comment 13 and reissue. Pleas note that while
you may file
         electronic documents as an image as an unofficial copy, you must still
file your exhibits
         with an acceptable electronic format. Refer to Rule 102(a) of
Regulation S-T and Section
         2.1 of Volume II of the EDGAR Filer Manual. Please re-file Exhibit
10.1 and 10.3 in
         proper electronic format. Additionally, please amended the exhibits
list to include all
         previously filed exhibits on the S-1.
 Richard DeCicco
Iconic Brands, Inc.
November 5, 2018
Page 3

        You may contact Brian McAllister at 202-551-3341 or Angela Lumley at
202-551-3398
if you have questions regarding comments on the financial statements and
related
matters. Please contact Michael Killoy at 202-551-7576 or Pamela Howell at
202-551-3357 with
any other questions.



                                                        Sincerely,
FirstName LastNameRichard DeCicco
                                                        Division of Corporation
Finance
Comapany NameIconic Brands, Inc.
                                                        Office of Beverages,
Apparel and
November 5, 2018 Page 3                                 Mining
FirstName LastName