EXHIBIT 10.11(f)




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                                                FIRST AMENDMENT TO
                                          SENIOR SECURED CREDIT AGREEMENT


         This  First   Amendment  to  Senior  Secured   Credit   Agreement  (the
"Amendment")  is  made  and  dated  as of  September  30,  1996  among  Cinemark
International,  Inc. (f/k/a Cinemark II, Inc., the "Lender") and Cinemark Mexico
(USA),  Inc.  ("Borrower"),  and  amends  that  certain  Senior  Secured  Credit
Agreement  dated as of  December  4, 1995 among the Lender and  Borrower  (as so
amended or modified from time to time, the "Agreement").

                                                     RECITALS

         WHEREAS,  the Borrower  has  requested  that the Lender  amend  certain
provisions  of the Agreement and the Lender is willing to do so on the terms and
conditions set forth herein.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereby  agree as
follows:

                                                    AGREEMENTS

         1. Terms.  All terms used herein shall have the same meanings as in the
Agreement unless otherwise defined herein. All references to the Agreement shall
mean the Agreement as hereby amended.

         2.  Amendment to  Definition.  The  definition of "Indenture" is hereby
amended and restated in its entirety to read as follows:

                  "Indenture"  shall mean that certain  Indenture dated July 30,
                  1993 among the Borrower,  Cinemark de Mexico, as guarantor and
                  United States Trust  Company of New York as trustee  governing
                  the 12% Series A Senior  Subordinated  PIK Notes due 2003, the
                  12%  Series B Senior  Subordinated  PIK Notes  due  2003,  12%
                  Series C Senior Subordinated Notes due 2003 and the 12% Series
                  D Senior Subordinated PIK Notes due 2003.

         3.  Amendment to Section 2.1. The first  sentence of Section 2.1 of the
Agreement is hereby deleted in its entirety and replaced with the following:

                  "Subject to the terms and  conditions of this Agreement and in
         reliance on the  representations  and  warranties of Borrower set forth
         herein,  Lender may make senior  loans (the  "Loans") to Borrower  from
         time to time  within  one year  after the  Initial  Loan (the  "Funding
         Termination Date") in an aggregate  principal amount (excluding accrued
         interest and Additional  Principal as provided in 2.3(a)) not to exceed
         an original principal amount


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         of $10,000,000."



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         4.  Amendment to Section  2.3(a).  Section  2.3(a) of the  Agreement is
hereby amended and restated in its entirety to read as follows:

                  "(a) Interest.  Each Loan shall bear interest from the date of
         disbursement on the unpaid  principal  amount thereof until such amount
         is paid (whether upon Maturity by  Acceleration or otherwise) at a rate
         per annum equal to 12%. On any interest  payment  date  provided for in
         Section  2.4(a)  through and including  October 15, 2000,  the Borrower
         may, at its option,  by giving  Lender  notice of its election not less
         than five days nor more than 45 days  prior to an  installment  payment
         date,  pay  accrued  interest  on the Loan  either in cash (at the rate
         specified above) or by adding the Additional  Principal (as hereinafter
         defined) to the principal amount outstanding on the Loans. For purposes
         of this Section 2.3(a), "Additional Principal" shall be an amount equal
         to the  accrued  interest  on the  outstanding  principal  of the Loans
         determined  using a rate of  interest  equal to 13% per  annum  for any
         interest  period  in  which  the  Borrower  elects  to  add  Additional
         Principal to the outstanding principal of the Loans in lieu of making a
         cash payment for accrued interest during such period."

         5.  Amendment to Section 5.15.  Section 5.15 of the Agreement is hereby
amended and restated in its entirety to read as follows:

                  After  September 30, 1996,  the Borrower and its  Subsidiaries
         may incur  indebtedness  (other than indebtedness  under this Agreement
         and the  Indenture),  if,  at the  date  of and  giving  effect  to the
         incurrence  of such  Debt,  the Pro Forma Cash Flow  Coverage  Ratio is
         equal to or  greater  than 2.0 to 1.0.  Notwithstanding  the  foregoing
         sentence,  the Borrower or any of its  Subsidiaries may Incur Permitted
         Debt without regard to the foregoing limitation.

         6.  Amendment to Section 5.16.  Section 5.16 of the Agreement is hereby
amended and restated in its entirety to read as follows:

                  At the end of any two  consecutive  fiscal quarters during the
         periods after December 31, 1999, the Cash Flow Coverage of the Borrower
         for such two fiscal  quarters  then ending shall equal or exceed a rate
         of 2.0 to 1.0.

         7. Representations and Warranties.  Borrower represents and warrants to
Lender  that,  on and as of the date  hereof,  and after  giving  effect to this
Amendment:

                  7.1 Authorization.  The execution, delivery and performance of
         this Amendment have been duly  authorized by all necessary  corporation
         action by the Borrower and this  Amendment  has been duly  executed and
         delivered by the Borrower.

                  7.2 Binding Obligation. This Amendment is the legal, valid and
         binding  obligation  of Borrower,  enforceable  against the Borrower in
         accordance with its terms,  except as enforceability  may be limited by
         applicable  bankruptcy,   insolvency  or  similar  laws  affecting  the
         enforcement of creditors' rights generally,  or by equitable principles
         relating to enforceability.



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                  7.3 No Legal  Obstacle  to Credit  Agreement.  The  execution,
         delivery and  performance of this Amendment will not (a) contravene the
         terms of the  Borrower's  articles  of  incorporation,  bylaws or other
         organization  document;  (b)  conflict  with or result in any breach or
         contravention  of the  provisions of any contract to which the Borrower
         is  a  party,  or  the  violation  of  any  law,  judgment,  decree  or
         governmental  order,  rule or  regulation  applicable  to Borrower,  or
         result  in the  creation  under  any  agreement  or  instrument  of any
         security interest,  lien, charge, or encumbrance upon any of the assets
         of the  Borrower.  No approval  or  authorization  of any  governmental
         authority is required to permit the execution,  delivery or performance
         by the Borrower of this  Amendment,  or the  transactions  contemplated
         hereby.

                  7.4  Successors and Assigns.  This Amendment  shall be binding
         upon and inure to the benefit of the respective  successors and assigns
         of the parties  hereto.  Section  2.3(a) of this  Amendment  shall also
         insure to the benefit of U.S. Trust Company of New York, N.A.

                  7.5    Incorporation   of   Certain    Representations.    The
         representations  and  warranties of the Borrower set forth in Article 4
         of the  Agreement are true and correct in all respects on and as of the
         date hereof as though made on and as of the date  hereof,  except as to
         such representations made as of an earlier specified date.

                  7.6  Default.  No  Default  or  Event  of  Default  under  the
         Agreement has occurred and is continuing.

         8.       Miscellaneous.

                  8.1 Effectiveness of the Agreement. Except as hereby expressly
         amended,  the Agreement and each other document  executed in connection
         therewith  shall each remain in full force and  effect,  and are hereby
         ratified and confirmed in all respects on and as of the date hereof.

                  8.2 Waivers.  This Amendment is specific in time and in intent
         and does not constitute, nor should it be construed as, a waiver of any
         other  right,  power or  privilege  under the  Agreement,  or under any
         agreement, contract, indenture, document or instrument mentioned in the
         Agreement; nor does it preclude any exercise thereof or the exercise of
         any other right, power or privilege, nor shall any future waiver of any
         right,   power,   privilege  or  default  hereunder  mentioned  in  the
         Agreement,  constitute a waiver of any other  default of the same or of
         any other term or provision.



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                  8.3 Counterparts. This Amendment may be executed in any number
         of counterparts  and all of such  counterparts  taken together shall be
         deemed to constitute one and the same instrument.  This Amendment shall
         not become  effective until the Borrower and Lender shall have signed a
         copy hereof, whether the same or counterparts,  and the same shall have
         been delivered to the Lender.

                  8.4  Jurisdiction.  This  Amendment  shall be  governed by and
         construed under the laws of the State of Texas.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.


                                                     LENDER:

                                                    CINEMARK INTERNATIONAL, INC.


                                       By:_____________________________________
                                       Name:___________________________________
                                     Title:____________________________________


                                                     BORROWER:

                                                     CINEMARK MEXICO (USA), INC.


                                      By:_____________________________________
                                      Name:___________________________________
                                    Title:____________________________________


i:\legal\mdc\cred-amd.mex





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