In this paper we present a physically-based 3D facial skin model based on biomechanical properties of human facial anatomy. The skin model is mainly formed of two DNURBS surfaces as a two layered membrane structure. The model represents the soft tissue layer which covers the skull and is attached to the skull via muscle insertion points. The model is fitted on digitally scanned 3D facial surfaces and controlled via DNURBS control points, which are spatially close to muscle insertion points. The face (skin model) is modified by displacing control points to mimic muscle contraction in order to simulate facial expressions. The system is solved and the simulations are displayed on a graphics workstation, where near real-time performance is achieved as opposed to many other existing physically-based methods.