UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 22, 2002

                                SKINVISIBLE, INC.
                                -----------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHAPTER)

                   NEVADA                  000-25911         88-0344219
                   ------                  ---------         ----------
         (STATE OR OTHER JURISDICTION     (COMMISSION     (IRS EMPLOYER
         OF INCORPORATION)                 FILE NUMBER)    IDENTIFICATION NO.)


                6320 S. SANDHILL RD, STE 10, LAS VEGAS, NV 89120
                ------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)



         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 702-433-7154

           __________________________________________________________
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


ITEM  1.  CHANGES  IN  CONTROL  OF  REGISTRANT
NONE

ITEM  2.  ACQUISITION  OR  DISPOSITION  OF  ASSETS
NONE

ITEM  3.  BANKRUPTCY  OR  RECEIVERSHIP
NONE

ITEM  4.  CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT
NONE

ITEM  5.  OTHER  EVENTS
ON  NOVEMBER  18, 2002, THE COMPANY COMPLETED THE CONVERSION OF OUTSTANDING DEBT
AND  RETROACTIVE  PAYROLL  PAYABLE  TO ITS PRESIDENT AND CEO, TERRY HOWLETT.  AN
AGGREGATE  TOTAL  OF  $200,000  WAS  CONVERTED BY MR. HOWLETT AND THE COMPANY AT
$0.05  PER SHARE FOR A TOTAL OF 4,000,000 SHARES OF COMMON STOCK OF THE COMPANY.
IN  ADDITION,  MR.  HOWLETT  WAS  ISSUED  A  WARRANT AGREEMENT WITH THE RIGHT TO
PURCHASE UP TO AN ADDITIONAL 2,000,000 SHARES OF COMMON STOCK AT $0.15 PER SHARE
IF  EXERCISED  IN  YEAR  ONE,  AND $0.20 PER SHARE IF EXERCISED BEFORE THREE (3)
YEARS  HAVE  EXPIRED.

ITEM  6.  RESIGNATIONS  OF  REGISTRANT'S  DIRECTORS
NONE

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS
THE  MOST  RECENT FINANCIAL INFORMATION FOR THE COMPANY CAN BE FOUND IN ITS FORM
10-QSB FILED ON NOVEMBER 14, 2002. SUCH INFORMATION IS INCORPORATED BY REFERENCE
HEREIN.

ITEM  8.  CHANGE  IN  FISCAL  YEAR
NONE

ITEM  9.  REGULATION  FD  DISCLOSURE
NONE

                                   SIGNATURES
PURSUANT  TO  THE  REQUIREMENTS  OF  THE  SECURITIES  EXCHANGE  ACT OF 1934, THE
REGISTRANT  HAS  DULY  CAUSED  THIS  REPORT  TO  BE  SIGNED ON ITS BEHALF BY THE
UNDERSIGNED  HEREUNTO  DULY  AUTHORIZED.


DATE:  NOVEMBER  25,  2002              BY:/S/  TERRY  HARVEY  HOWLETT,PRESIDENT
       -------------------              ----------------------------------------
                                        TERRY  HARVEY  HOWLETT
                                        PRESIDENT  &  CEO,  SKINVISIBLE,  INC.