SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2001

Commission File Nos. 33-47040; 333-11895; 333-45417



                               CINEMARK USA, INC.
             (Exact name of Registrant as specified in its charter)
                        Texas                             75-2206284
            (State or Other Jurisdiction               (I.R.S. Employer
          of Incorporation or Organization)           Identification No.)

                 3900 Dallas Parkway
                       Suite 500
                     Plano, Texas                            75093
        (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code: (972) 665-1000




    Indicate  by check mark  whether  the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                  Yes X No ____








    As of November  12,  2001,  1,500 shares of Class A Common stock and 186,453
shares of Class B Common  stock  (including  options to acquire  8,916 shares of
Class B Common stock exercisable within 60 days of such date) were outstanding.


<PAGE>


                       CINEMARK USA, INC. AND SUBSIDIARIES

                                      Index

                                                                            Page
                                                                            ----
PART I       FINANCIAL INFORMATION

      Item 1.      Financial Statements

                   Condensed Consolidated Balance Sheets
                     as of September 30, 2001 (unaudited)
                     and December 31, 2000                                    3

                   Condensed Consolidated Statements of Operations
                     (unaudited) for the three and nine month periods
                     ended September 30, 2001 and 2000                        4

                   Condensed Consolidated Statements of Cash
                     Flows (unaudited) for the nine month
                     periods ended September 30, 2001 and 2000                5

                   Notes to Condensed Consolidated Financial
                     Statements (unaudited)                                   6

      Item 2.      Management's Discussion and Analysis of
                     Financial Condition and Results of
                     Operations                                              10

      Item 3.      Quantitative and Qualitative Disclosures
                     About Market Risk                                       20


PART II      OTHER INFORMATION

      Item 1.      Legal Proceedings                                         21

      Item 2.      Changes in Securities and Use of Proceeds                 21

      Item 3.      Defaults Upon Senior Securities                           21

      Item 4.      Submission of Matters to a Vote of Security Holders       21

      Item 5.      Other Information                                         21

      Item 6.      Exhibits and Reports on Form 8-K                          21


SIGNATURES                                                                   25










                                        2


<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

                      CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                 September 30,       December 31,
                                                                                     2001               2000
                                                                                  (Unaudited)
                                                                                ----------------------------------
<S>                                                                             <C>                <C>
                                     ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                                   $   24,902,863     $   19,839,994
    Inventories                                                                      3,203,173          3,734,955
    Co-op advertising and other receivables                                          9,467,853          8,246,024
    Income tax receivable                                                              655,990          1,462,721
    Prepaid expenses and other                                                       3,812,223          3,591,666
                                                                                ----------------------------------
      Total current assets                                                          42,042,102         36,875,360

THEATRE PROPERTIES AND EQUIPMENT                                                 1,187,510,429      1,193,507,019
    Less accumulated depreciation and amortization                                (289,482,545)      (243,372,299)
                                                                                ----------------------------------
      Theatre properties and equipment - net                                       898,027,884        950,134,720

OTHER ASSETS
    Goodwill - net                                                                  15,475,523         16,826,740
    Investments in and advances to affiliates                                        4,950,561          6,932,208
    Deferred charges and other - net                                                44,974,604         49,807,442
                                                                                ----------------------------------
      Total other assets                                                            65,400,688         73,566,390
                                                                                ----------------------------------
TOTAL                                                                           $1,005,470,674     $1,060,576,470
                                                                                ==================================

                   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Current portion of long-term debt                                           $   24,310,789     $   32,767,581
    Accounts payable and accrued expenses                                           82,255,547        116,488,863
                                                                                ----------------------------------
      Total current liabilities                                                    106,566,336        149,256,444

LONG-TERM LIABILITIES
    Senior credit agreements                                                       401,177,657        397,338,980
    Senior subordinated notes                                                      380,194,801        380,216,182
    Deferred lease expenses                                                         22,243,104         20,475,247
    Deferred gain on sale leasebacks                                                 4,830,020          5,104,461
    Deferred income taxes                                                           13,281,347         14,831,678
    Deferred revenues and other long-term liabilities                               11,117,724         16,752,114
                                                                                ----------------------------------
      Total long-term liabilities                                                  832,844,653        834,718,662

MINORITY INTERESTS IN SUBSIDIARIES                                                  25,520,297         27,691,527

SHAREHOLDERS' EQUITY
    Class A Common stock, $.01 par value: 10,000,000 shares
      authorized, 1,500 shares issued and outstanding                                       15                 15
    Class B Common stock, no par value: 1,000,000 shares
      authorized, 234,782 shares issued and outstanding                             49,538,316         49,538,316
    Additional paid-in-capital                                                      13,057,152         13,198,615
    Unearned compensation - stock options                                           (1,318,179)        (1,956,944)
    Retained earnings                                                               49,296,494         48,717,567
    Treasury stock, 57,245 Class B shares at cost                                  (24,232,890)       (24,232,890)
    Accumulated other comprehensive loss                                           (45,801,520)       (36,354,842)
                                                                                ----------------------------------
      Total shareholders' equity                                                    40,539,388         48,909,837
                                                                                ----------------------------------
TOTAL                                                                           $1,005,470,674     $1,060,576,470
                                                                                ==================================
</TABLE>


     See accompanying Notes to Condensed Consolidated Financial Statements.


                                       3


<PAGE>
<TABLE>
<CAPTION>
CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                                                               THREE MONTHS ENDED SEPTEMBER 30,     NINE MONTHS ENDED SEPTEMBER 30,
                                                                    2001              2000              2001              2000
                                                               --------------------------------    --------------------------------
<S>                                                            <C>               <C>               <C>               <C>
REVENUES
    Admissions                                                 $ 155,650,014     $ 143,216,739     $ 413,493,159     $ 379,117,086
    Concessions                                                   72,910,728        65,491,579       192,456,710       174,371,953
    Other                                                         11,459,823        11,371,605        32,499,627        29,435,165
                                                               --------------------------------    --------------------------------
        Total                                                    240,020,565       220,079,923       638,449,496       582,924,204

COSTS AND EXPENSES
    Cost of operations:
      Film rentals and advertising                                82,312,610        76,481,575       216,111,355       199,560,346
      Concession supplies                                         12,986,228        11,778,619        33,489,939        31,439,356
      Salaries and wages                                          24,316,891        22,488,108        68,173,189        65,065,698
      Facility leases                                             28,883,312        28,307,593        85,807,545        80,999,825
      Utilities and other                                         27,659,829        26,393,697        81,552,573        76,990,954
                                                               --------------------------------    --------------------------------
        Total                                                    176,158,870       165,449,592       485,134,601       454,056,179

    General and administrative expenses                           10,355,585         8,673,443        30,545,793        28,076,731
    Depreciation and amortization                                 21,822,417        17,506,052        55,507,230        47,448,462
    Asset impairment loss                                                -             231,980           450,000         1,846,980
    Loss on sale of assets and other                               2,653,400         2,454,493         4,484,486         2,569,302
                                                               --------------------------------    --------------------------------
        Total                                                    210,990,272       194,315,560       576,122,110       533,997,654

OPERATING INCOME                                                  29,030,293        25,764,363        62,327,386        48,926,550

OTHER INCOME (EXPENSE)
    Interest expense                                             (16,885,200)      (18,675,244)      (53,997,718)      (54,020,995)
    Amortization of debt issue costs and debt discount              (641,276)         (245,494)       (1,927,533)         (736,482)
    Interest income                                                  444,469           363,708         1,163,659           845,302
    Foreign currency exchange gain (loss)                         (1,961,853)          101,986        (4,493,223)           80,273
    Equity in income (loss) of affiliates                           (947,479)           33,240        (2,404,043)           20,346
    Minority interests in (income) loss of subsidiaries              289,780          (609,684)          985,549          (766,611)
                                                               --------------------------------    --------------------------------
        Total                                                    (19,701,559)      (19,031,488)      (60,673,309)      (54,578,167)
                                                               --------------------------------    --------------------------------

INCOME (LOSS) BEFORE INCOME TAXES                                  9,328,734         6,732,875         1,654,077        (5,651,617)

Income taxes (benefit)                                             3,760,764         2,407,950         1,075,150          (564,443)
                                                               --------------------------------    --------------------------------
NET INCOME (LOSS)                                              $   5,567,970     $   4,324,925     $     578,927     $  (5,087,174)
                                                               ================================    ================================
EARNINGS PER SHARE:
    Basic:
      Net income (loss)                                        $       31.10     $       24.18     $        3.23     $      (28.47)
                                                               ================================    ================================
   Diluted:
      Net income (loss)                                        $       29.22     $       22.62     $        3.04     $      (28.47)
                                                               ================================    ================================
</TABLE>


     See accompanying Notes to Condensed Consolidated Financial Statements.


                                       4


<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                                                  NINE MONTHS ENDED SEPTEMBER 30,
                                                                                      2001              2000
                                                                                 --------------------------------
<S>                                                                              <C>               <C>
OPERATING ACTIVITIES
     Net income (loss)                                                           $     578,927     $  (5,087,174)

     Noncash items in net income (loss):
        Depreciation                                                                53,359,102        46,049,130
        Amortization - goodwill and other assets                                     2,148,128         1,399,332
        Loss on impairment of assets                                                   450,000         1,846,980
        Amortization of gain on sale leasebacks                                       (274,441)         (274,440)
        Deferred lease expenses                                                      1,767,857         3,214,836
        Amortization of prepaid leases                                               1,625,899         1,913,045
        Deferred income tax expense                                                 (1,550,331)       (5,991,646)
        Amortization of debt discount and premium                                      (21,381)          (21,380)
        Amortized compensation - stock options                                         500,988           728,074
        Compensation expense related to repurchase of stock options                        -             103,584
        Loss on sale of assets and other                                             4,484,486         2,569,302
        Equity in (income) loss of affiliates                                        2,404,043           (20,346)
        Minority interests in income (loss) of subsidiaries                           (985,549)          766,611
        Amortization of deferred revenues                                           (7,106,122)       (6,472,736)

     Cash provided by (used for) operating working capital:
        Inventories                                                                    531,782         1,496,607
        Co-op advertising and other receivables                                     (1,221,829)        4,235,348
        Prepaid expenses and other                                                    (220,557)        4,645,219
        Accounts payable and accrued expenses                                      (34,233,316)      (37,735,060)
        Other long-term liabilities                                                  1,471,733          (731,346)
        Income tax receivable                                                          806,731         1,884,916
                                                                                 --------------------------------
           Net cash provided by operating activities                                24,516,150        14,518,856

INVESTING ACTIVITIES
     Additions to theatre properties and equipment                                 (19,188,088)      (88,802,666)
     Sale of theatre properties and equipment                                        4,582,715        18,962,925
     Increase in investments in and advances to affiliates                            (422,396)       (7,308,294)
     Decrease in deferred charges and other                                          2,406,342         5,501,829
                                                                                 ---------------------------------
        Net cash used for investing activities                                     (12,621,427)      (71,646,206)

FINANCING ACTIVITIES
     Decrease in long-term debt                                                    (83,200,400)      (72,775,354)
     Increase in long-term debt                                                     78,582,285       102,106,806
     Increase in deferred revenues                                                         -          26,224,423
     Purchase of treasury stock                                                            -             (34,000)
     Repurchase of stock options                                                           -             (67,452)
     Common stock issued for options exercised                                             -                 425
     Minority investment in subsidiaries, net                                       (1,185,681)         (201,338)
                                                                                 --------------------------------
        Net cash provided by (used for) financing activities                        (5,803,796)       55,253,510

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                             (1,028,058)          (93,999)
                                                                                 --------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     5,062,869        (1,967,839)

CASH AND CASH EQUIVALENTS
     Beginning of period                                                            19,839,994         8,872,157
                                                                                 --------------------------------
     End of period                                                               $  24,902,863     $   6,904,318
                                                                                 ================================
</TABLE>


     See accompanying Notes to Condensed Consolidated Financial Statements.


                                       5


<PAGE>


                       CINEMARK USA, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.  The Company and Basis of Presentation

        Cinemark USA, Inc. and its subsidiaries (the Company), is a world leader
in the motion  picture  exhibition  industry  that owns or leases  and  operates
motion picture theatres in 33 states, Canada, Mexico, Argentina,  Brazil, Chile,
Ecuador,  Peru, Honduras, El Salvador,  Nicaragua,  Costa Rica and Colombia. The
Company  operates  2,963  screens in 273  theatres  and manages an  additional 4
theatres (27 screens) at September 30, 2001.

        The accompanying  condensed  consolidated financial statements have been
prepared by the Company,  without audit,  according to the rules and regulations
of the Securities and Exchange Commission.  In the opinion of management,  these
interim financial  statements reflect all adjustments (which include only normal
recurring  adjustments)  necessary  to state fairly the  financial  position and
results of  operations  as of and for the periods  indicated.  The  consolidated
financial  statements  include  the  accounts  of  Cinemark  USA,  Inc.  and its
subsidiaries.   Majority-owned   subsidiaries  are   consolidated   while  those
subsidiaries  of which the Company owns between 20% and 50% are accounted for as
affiliates  under the  equity  method.  The  results of these  subsidiaries  and
affiliates  are  included  in the  financial  statements  effective  with  their
formation or from their dates of acquisition.  Significant intercompany balances
and transactions are eliminated in the consolidation.  Certain reclassifications
have been made to  September  30, 2000 and  December 31, 2000 amounts to conform
with the September 30, 2001 presentation.

        These  financial  statements  should  be read in  conjunction  with  the
audited  annual  financial  statements  and the notes thereto for the year ended
December  31,  2000,  included  in the Annual  Report  filed on Form 10-K by the
Company under the Securities  Exchange Act of 1934 on March 26, 2001.  Operating
results for the three and nine month  periods  ended  September 30, 2001 are not
necessarily indicative of the results to be achieved for the full year.


2.  Earnings Per Share

        Earnings (loss) per share are computed using the weighted average number
of shares of Class A and Class B Common  stock  outstanding  during each period.
The following  table sets forth the  computation  of basic and diluted  earnings
(loss) per share.


<TABLE>
<CAPTION>
                                                         Three Months Ended               Nine Months Ended
                                                            September 30,                   September 30,
                                                        2001            2000            2001            2000
                                                    ------------    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>             <C>
Net income (loss)                                   $ 5,567,970     $ 4,324,925     $   578,927     $(5,087,174)
                                                    ============    ============    ============    ============
Basic:
    Weighted average Common shares outstanding          179,037         178,877         179,037         178,716
                                                       =========       =========       =========       =========

    Net income (loss) per Common share                   $31.10          $24.18           $3.23         $(28.47)
                                                        ========        ========         =======       =========

Diluted:
    Weighted average Common shares outstanding          179,037         178,877         179,037         178,716
    Common equivalent shares for stock options           11,546          12,318          11,683             -
                                                       ---------       ---------       ---------       ---------
    Weighted average shares outstanding                 190,583         191,195         190,720         178,716
                                                       =========       =========       =========       =========

    Net income (loss) per Common and Common
    equivalent share                                     $29.22          $22.62           $3.04         $(28.47)
                                                        ========        ========         =======       =========
</TABLE>


                                        6


<PAGE>


       Basic net income  (loss) per share is computed by dividing the net income
(loss) by the weighted  average  number of shares of Common stock of all classes
outstanding  during the period.  Diluted net income (loss) per share is computed
by dividing the net income  (loss) by the weighted  average  number of shares of
Common  stock and  potential  Common stock  outstanding  and options to purchase
Common stock using the treasury stock method. The dilutive effect of the options
to purchase Common stock are excluded from the computation of diluted net income
(loss) per share if their  effect is  antidilutive.  Options to purchase  12,600
shares of Common stock have been excluded from the diluted net income (loss) per
share  calculation  for the nine month period ended  September 30, 2000 as their
effect would have been antidilutive.


3.  Comprehensive Income

        Statement of Financial  Accounting  Standards (SFAS) No. 130 establishes
standards  for  reporting  and display of  comprehensive  income  (loss) and its
components in the financial  statements.  The following components are reflected
in the Company's comprehensive income (loss):


<TABLE>
<CAPTION>
                                                         Three Months Ended               Nine Months Ended
                                                            September 30,                   September 30,
                                                        2001            2000            2001            2000
                                                    ------------    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>             <C>
Net income (loss)                                   $ 5,567,970     $ 4,324,925     $   578,927     $(5,087,174)
Foreign currency translation adjustment              (7,485,039)      1,236,478      (9,446,678)     (1,459,269)
                                                    ------------    ------------    ------------    ------------
Comprehensive income (loss)                         $(1,917,069)    $ 5,561,403     $(8,867,751)    $(6,546,443)
                                                    ============    ============    ============    ============
</TABLE>


4.  Foreign Currency Translation

        The accumulated  other  comprehensive  loss in  shareholders'  equity of
$45,801,520  and  $36,354,842  at  September  30, 2001 and  December  31,  2000,
respectively,  primarily relates to the unrealized  adjustments from translating
the financial  statements of Cinemark Brasil,  S.A., Cinemark de Mexico, S.A. de
C.V. and Cinemark Chile, S.A. into U.S. dollars.

        In 2000,  the  Company was  required  to utilize the U.S.  dollar as the
functional  currency of Cinemark del Ecuador,  S.A. for U.S.  reporting purposes
due to the highly  inflationary  economy of Ecuador.  Thus,  devaluations in the
sucre during 2000 that affected the Company's investment were charged to foreign
currency exchange gain (loss) rather than to the accumulated other comprehensive
loss account as a reduction to  shareholders'  equity.  In September  2000,  the
country of Ecuador  officially  switched  to the U.S.  dollar as the  functional
currency  effectively  eliminating  any  exchange  gain (loss) in the sucre on a
going forward  basis.  At September  30, 2001,  the total assets of Cinemark del
Ecuador, S.A. were approximately $4 million.


5.  Supplemental Cash Flow Information

        The following is provided as  supplemental  information to the condensed
consolidated statements of cash flows:


                                          Nine Months Ended September 30,
                                              2001                2000
                                          -----------         -----------
        Cash paid for interest            $64,255,676         $61,298,515
        Cash paid for income taxes          1,868,063           2,859,952


                                        7


<PAGE>


6.  Financial Information About Geographic Areas

        The Company operates in a single industry as a motion picture exhibitor.
The Company is a multinational  corporation with consolidated  operations in the
United  States,  Canada,  Mexico,  Argentina,   Brazil,  Chile,  Ecuador,  Peru,
Honduras,  El  Salvador,  Nicaragua,  Costa Rica and  Colombia.  Revenues in the
United States and Canada,  Mexico,  Brazil and other  foreign  countries for the
nine months ended September 30 are as follows:


                                                  Nine Months Ended
                                                    September 30,
        Revenues                              2001                2000
                                          -------------       -------------
        U.S. and Canada                   $478,471,719        $436,658,403
        Mexico                              58,005,152          47,165,348
        Brazil                              47,607,208          46,974,660
        Other Foreign Countries             55,103,127          52,831,844
        Eliminations                          (737,710)           (706,051)
                                          -------------       -------------
        Total                             $638,449,496        $582,924,204
                                          =============       =============


        Long-lived  assets in the United States and Canada,  Mexico,  Brazil and
other foreign countries as of September 30 are as follows:


                                                    September 30,
        Long-Lived Assets                     2001                2000
                                          -------------       -------------
        U.S. and Canada                   $700,986,943        $742,573,052
        Mexico                              74,790,946          67,104,671
        Brazil                              51,593,936          69,477,639
        Other Foreign Countries             70,656,059          72,812,756
                                          -------------       -------------
        Total                             $898,027,884        $951,968,118
                                          =============       =============


7.  Accounting for Derivative Instruments and Hedging Activities

        On  January  1,  2001,  the  Company  adopted   Statement  of  Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative  Instruments and
Hedging  Activities",  as amended  by SFAS No. 137 (June  1999) and SFAS No. 138
(June 2000).

        Based  upon  the  transition  provisions  of  SFAS  133,  no  transition
adjustment was necessary as of January 1, 2001.  The Company's  balance sheet as
of September  30, 2001  includes an interest rate cap recorded at its fair value
of $0.4 million. This derivative asset is recorded as deferred charges and other
on the Company's  balance sheet.  For the nine month period ended  September 30,
2001,  a loss of $1.3  million  has been  recorded  as a  component  of interest
expense on the  Company's  statement of  operations to recognize the decrease in
the fair value of the derivative asset.


8.  New Accounting Pronouncements

        In July 2001, the Financial  Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets".  This statement requires that goodwill and other intangible assets with
indefinite  useful  lives no longer be  amortized,  but  instead  be tested  for
impairment at least  annually.  This statement is effective for all fiscal years
beginning  after December 15, 2001. The statement will become  effective for the
Company on January 1, 2002.  Management  has not  completed  an  analysis of the
potential  impact upon  adoption of the  impairment  test of goodwill,  however,
amortization of goodwill which was  approximately  $0.5 million and $1.4 million
for the three and nine months ended September 30, 2001, respectively, will cease
upon adoption.


                                       8


<PAGE>


       In August 2001, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  (SFAS)  No.  143,  "Accounting  for  Asset
Retirement  Obligations".   This  statement  requires  the  establishment  of  a
liability for an asset  retirement  obligation.  This statement is effective for
financial  statements issued for fiscal years beginning after June 15, 2002. The
Company is currently  considering  the impact,  if any, that this statement will
have on the consolidated financial statements.

        In  October  2001,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting Standards (SFAS) No. 144, "Accounting for the
Impairment or Disposal of Long Lived  Assets",  which  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived  Assets and of Long-Lived Assets to
be  Disposed  Of",  and  portions  of APB No.  30,  "Reporting  the  Results  of
Operations  - Reporting  the Effects of Disposal of a Segment of  Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions", and
amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements".
This statement generally conforms, among other things, impairment accounting for
assets  to be  disposed  of  including  those  in  discontinued  operations  and
eliminates  the  exception to  consolidation  for which  control is likely to be
temporary.  This statement will be effective for financial statements issued for
fiscal years beginning after June 15, 2002. The Company is currently considering
the impact, if any, that this statement will have on the consolidated  financial
statements.


                                        9


<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
                of Operations



Overview

        The following is an analysis of the  financial  condition and results of
operations of the Company.  This analysis should be read in conjunction with the
Company's  condensed  consolidated  financial  statements,  including  the notes
thereto, appearing elsewhere in this report.


Results of Operations

        The Company's revenues are generated  primarily from box office receipts
and  concession  sales.  The  Company's  revenues  are  affected  by  changes in
attendance and average admission and concession revenues per patron.  Attendance
is primarily  affected by the commercial appeal of the films released during the
period or year  reported.  Since the Company's  formation,  attendance has grown
principally  from  the  development  and  acquisition  of  theatres.  Additional
revenues related to theatre operations are generated by screen advertising,  pay
phones,  ATM  charges and  electronic  video games  installed  in video  arcades
located in some of the Company's theatres.

        Film rentals and advertising, concession supplies and salaries and wages
vary  directly  with  changes in  revenues.  These  expenses  have  historically
represented   approximately   65%  of  all  theatre   operating   expenses   and
approximately  50% of revenues.  Film rental costs are based on a percentage  of
admissions  revenues as determined by film license  agreements.  To some extent,
advertising cost is fixed at the theatre level as daily movie directories placed
in newspapers  represent the largest component of advertising costs. The monthly
cost of these ads is based on the size of the  directory.  However,  advertising
costs  have been  decreasing  recently  as the  Company  has been  strategically
reducing the size of directory  advertisements  in favor of alternative forms of
advertising (i.e. internet web-site  advertising) which has further helped drive
revenues.  The Company expenses  concession supplies purchased as they are sold.
Although salaries and wages include a fixed component of cost (i.e., the minimum
staffing cost to operate a theatre facility during non-peak  periods),  salaries
and wages move in relation to revenues as theatre staffing is adjusted to handle
attendance volume.

        Conversely,  facility  lease  expense is  primarily  a fixed cost at the
theatre level as the Company's facility leases generally require a fixed monthly
minimum rent payment. Facility lease expense as a percentage of revenues is also
affected by the number of leased versus fee owned facilities.

        Utilities and other costs  include  certain costs that are fixed such as
property  taxes,  certain costs which are variable such as liability  insurance,
and  certain  costs that  possess  both fixed and  variable  components  such as
utilities, repairs and maintenance and security services.


                                       10


<PAGE>


        The following table sets forth,  for the fiscal periods  indicated,  the
percentage  of total  revenues  represented  by certain  items  reflected in the
Company's condensed consolidated statements of operations.


<TABLE>
<CAPTION>
                                                             % of Revenues             % of Revenues
                                                             -------------             -------------
                                                           Three Months Ended        Nine Months Ended
                                                              September 30,             September 30,
                                                            2001        2000          2001        2000
                                                           ------------------        ------------------
<S>                                                        <C>         <C>           <C>         <C>
                Revenues
                 Admissions                                 64.8        65.1          64.8        65.0
                 Concessions                                30.4        29.8          30.1        29.9
                 Other                                       4.8         5.1           5.1         5.1
                                                           ------      ------        ------      ------
                Total revenues                             100.0       100.0         100.0       100.0

                Cost of operations                          73.4        75.2          76.0        77.9
                General and administrative expenses          4.3         3.9           4.8         4.8
                Depreciation and amortization                9.1         8.0           8.7         8.2
                Asset impairment loss                          -         0.1           0.1         0.3
                Loss on sale of assets and other             1.1         1.1           0.6         0.4
                                                           ------      ------        ------      ------
                Total operating expenses                    87.9        88.3          90.2        91.6
                                                           ------      ------        ------      ------

                Operating income                            12.1        11.7           9.8         8.4

                Interest expense                            (7.0)       (8.5)         (8.5)       (9.3)
                Other income (expense)                      (1.2)       (0.1)         (1.0)       (0.1)
                                                           ------      ------        ------      ------
                Income (loss) before income taxes            3.9         3.1           0.3        (1.0)
                Income taxes (benefit)                       1.6         1.1           0.2        (0.1)
                                                           ------      ------        ------      ------
                Net income (loss)                            2.3         2.0           0.1        (0.9)
                                                           ======      ======        ======      ======
</TABLE>


Third quarter ended September 30, 2001 and 2000


Revenues

        Revenues for the third  quarter ended  September  30, 2001  increased to
$240.0  million from $220.1  million for the third quarter  ended  September 30,
2000,  a 9.0%  increase.  The  increase  in  revenues  for the third  quarter is
primarily  attributable to a 13.0% increase in attendance as a result of the net
addition of 93 screens  since the third  quarter of 2000 and a 5.2%  increase in
revenues  per  screen.  Revenues  per screen  increased  to $80,965 in the third
quarter of 2001 from $76,971 in the third quarter of 2000.


Cost of Operations

        Cost of operations,  as a percentage of revenues,  decreased to 73.4% in
the third quarter of 2001 from 75.2% in the third quarter of 2000.  The decrease
as a percentage  of revenues was primarily due to a decrease in film rentals and
advertising  costs as a percentage of admissions  revenues to 52.9% in the third
quarter of 2001 from 53.4% in the third quarter of 2000  resulting  from reduced
advertising  and  promotion  costs,  a  decrease  in  concession  supplies  as a
percentage  of  concessions  revenues to 17.8% in the third quarter of 2001 from
18.0% in the third quarter of 2000 resulting from lower  concession  procurement
costs and increased  concession volume rebates, a decrease in salaries and wages
as a  percentage  of total  revenues to 10.1% in the third  quarter of 2001 from
10.2% in the third  quarter of 2000, a decrease in facility  lease  expense as a
percentage of total revenues to 12.0% in the third quarter of 2001 from 12.9% in
the third  quarter of 2000 and a decrease in utilities  and other  expenses as a
percentage  of revenues to 11.5% in the third  quarter of 2001 from 12.0% in the
third quarter of 2000.


                                       11


<PAGE>


General and Administrative Expenses

        General  and  administrative   expenses  as  a  percentage  of  revenues
increased to 4.3% for the third  quarter of 2001 from 3.9% for the third quarter
of 2000 primarily as a result of increased  costs  associated with accrued bonus
expenses.

        The absolute level of general and  administrative  expenses increased to
$10.4  million  in the third  quarter  of 2001 from  $8.7  million  in the third
quarter  of  2000.   The  increase  in  the   absolute   level  of  general  and
administrative  expenses is  attributed to costs  associated  with the Company's
international growth and increased accrued bonus expenses.


Depreciation and Amortization

        Depreciation and  amortization as a percentage of revenues  increased to
9.1% for the third quarter of 2001 from 8.0% for the third quarter of 2000.  The
increase is  primarily  related to initial  depreciation  on new  additions  and
previously classified  construction-in-progress assets that have now been placed
in service since the third quarter of 2000.


Asset Impairment Loss

        The Company  wrote down the assets of certain  properties  to their fair
value which  resulted in asset  impairment  charges of $0.2 million in the third
quarter of 2000 pursuant to Statement of Financial  Accounting  Standards (SFAS)
No. 121.


Interest Expense

        Interest costs incurred,  including amortization of debt issue costs and
debt  discount  and the  mark-to-market  adjustment  to the  interest  rate cap,
decreased  6.9%  during the third  quarter of 2001 to $17.6  million  (including
capitalized  interest  to  properties  under  construction)  from $18.9  million
(including  capitalized  interest) in the third quarter of 2000. The decrease in
interest costs  incurred for the third quarter of 2001 was due  principally to a
decrease in the average  interest rate  outstanding  under the Company's  Credit
Facility.


Income Taxes

        Income tax expense of $3.8 million was recorded for the third quarter of
2001 as compared to income tax expense of $2.4  million in the third  quarter of
2000.  The Company's  effective tax rate for the third quarter of 2001 was 40.3%
as compared to 35.8% for the third quarter of 2000.  The change in the effective
tax rate is primarily due to an increase in foreign  permanent  differences  and
the devaluation of certain foreign currencies.


Net Income

        The Company realized net income of $5.6 million for the third quarter of
2001 in  comparison  with net income of $4.3  million  for the third  quarter of
2000.


                                       12


<PAGE>


Nine-month periods ended September 30, 2001 and 2000

Revenues

        Revenues for the nine month period ended  September  30, 2001 (the "2001
period")  increased  to $638.4  million  from $582.9  million for the nine month
period  ended  September  30, 2000 (the "2000  period"),  a 9.5%  increase.  The
increase in revenues  for the 2001 period is primarily  attributable  to a 12.0%
increase in  attendance  as a result of the net addition of 93 screens since the
third quarter of 2000 and a 3.6%  increase in revenues per screen.  Revenues per
screen  increased  to  $216,629  in the 2001  period  from  $209,016 in the 2000
period.


Cost of Operations

        Cost of operations,  as a percentage of revenues,  decreased to 76.0% in
the 2001 period from 77.9% in the 2000 period.  The decrease as a percentage  of
revenues was primarily due to a decrease in film rentals and  advertising  costs
as a percentage of admissions revenues to 52.3% in the 2001 period from 52.6% in
the 2000 period  resulting  from reduced  advertising  and  promotion  costs,  a
decrease in concession supplies as a percentage of concessions revenues to 17.4%
in the 2001 period from 18.0% in the 2000 period resulting from lower concession
procurement  costs and  increased  concession  volume  rebates,  a  decrease  in
salaries and wages as a percentage  of revenues to 10.7% in the 2001 period from
11.2% in the 2000 period,  a decrease in facility  lease expense as a percentage
of  revenues  to 13.4% in the 2001  period  from 13.9% in the 2000  period and a
decrease in utilities and other expenses as a percentage of revenues to 12.8% in
the 2001 period from 13.2% in the 2000 period.


General and Administrative Expenses

        General and administrative  expenses as a percentage of revenues of 4.8%
for the 2001 period were relatively consistent with the 2000 period.

        The absolute level of general and  administrative  expenses increased to
$30.5  million in the 2001 period  from $28.1  million in the 2000  period.  The
increase  in the  absolute  level of  general  and  administrative  expenses  is
attributed  to costs  associated  with the  Company's  international  growth and
increased accrued bonus expenses.


Depreciation and Amortization

        Depreciation and  amortization as a percentage of revenues  increased to
8.7% for the 2001 period from 8.2% in the 2000 period. The increase is primarily
related to initial  depreciation  on new  additions  and  previously  classified
construction-in-progress  assets that have now been placed in service  since the
third quarter of 2000.


Asset Impairment Loss

        The Company  wrote down the assets of certain  properties  to their fair
value  which  resulted  in asset  impairment  charges of $0.5  million  and $1.8
million in the 2001 and 2000  periods,  respectively,  pursuant to  Statement of
Financial Accounting Standards (SFAS) No. 121.


Interest Expense

        Interest costs incurred in the 2001 period,  including  amortization  of
debt issue costs and debt  discount  and the  mark-to-market  adjustment  to the
interest  rate  cap,  increased  1.4% to $56.1  million  (including  capitalized
interest  to  properties  under  construction)  from  $55.3  million  (including
capitalized  interest)  in the 2000  period.  The  increase  in  interest  costs
incurred for the 2001 period was due principally to an increase in the Company's
average  debt  outstanding,  partially  offset  by lower  interest  rates on the
Company's variable rate debt.


                                       13


<PAGE>


Income Taxes (Benefit)

        Income tax expense of $1.1  million was  recorded for the 2001 period as
compared  to an income tax  benefit  of $0.6  million  in the 2000  period.  The
Company's  effective tax rate for the 2001 period was 65.0% as compared to 10.0%
for the 2000 period. The change in the effective tax rate is primarily due to an
increase in foreign permanent differences and the devaluation of certain foreign
currencies.


Net Income (Loss)

        The Company  realized  net income of $0.6 million for the 2001 period in
comparison with a net loss of $5.1 million for the 2000 period.


Liquidity and Capital Resources

        The  Company's  revenues are  collected in cash,  primarily  through box
office receipts and concession sales.  Because its revenues are received in cash
prior to the payment of related  expenses,  the Company has an operating "float"
and, as a result,  historically  has not required  traditional  working  capital
financing.

        The Company's theatres are typically equipped with modern projection and
sound equipment,  with  approximately 88% of the screens operated by the Company
having been built since  1990.  The  Company's  investing  activities  have been
principally in connection with the  development and acquisition of theatres.  As
of September 30, 2001, the Company has opened one theatre (12 screens), acquired
one theatre (6 screens)  and closed  three  theatres  (13 screens) in the United
States in 2001 and has no additional theatre  commitments under construction and
scheduled  to open in the  United  States by the end of 2001.  The  Company  has
commitments  to open two  theatres (16  screens)  along with a commitment  for a
five-screen expansion in the United States in 2002. Beyond 2002, the Company has
commitments to open only two theatres (31 screens) in the United  States.  As of
September  30,  2001,  the  Company   estimates   that  the  remaining   capital
expenditures  for  the  development  of  its  remaining  theatre  and  expansion
commitments  (52  screens)  in the United  States  will be less than $5 million.
Actual  expenditures  for theatre  development and  acquisitions  are subject to
change based upon the availability of attractive  opportunities for expansion of
the Company's  theatre circuit.  The Company plans to fund capital  expenditures
for its continued  development from cash flow from operations,  borrowings under
the Credit Facility,  proceeds from sale leaseback  transactions and/or sales of
excess real estate.  As of September 30, 2001,  the Company owned  approximately
$270 million of real estate and  improvements  resulting from the development of
multiplex  facilities  over the last several  years.  Additionally,  the Company
and/or its  affiliates,  may from time to time,  subject to compliance  with the
Company's  debt  instruments,  purchase  on the open market the  Company's  debt
securities depending upon the availability and prices of such securities.

        In August  1996,  the Company  issued $200 million  principal  amount of
9-5/8%  Series A Senior  Subordinated  Notes (the "Series A Notes") to qualified
institutional  buyers in reliance on Rule 144A of the Securities Act of 1933, as
amended (the "Securities Act"). The Series A Notes were issued at 99.553% of the
principal face amount (a discount of $4.47 per $1,000 principal amount). The net
proceeds  to the  Company  from  the  issuance  of the  Series  A Notes  (net of
discount,  fees and expenses) were  approximately  $193.2  million.  In November
1996, the Company  completed an offer to exchange $200 million  principal amount
of 9-5/8%  Series B Senior  Subordinated  Notes (the  "Series B Notes") due 2008
which were  registered  under the Securities Act for a like principal  amount of
the Series A Notes.  Interest on the Series B Notes is payable  semi-annually on
February 1 and August 1 of each year.


                                       14


<PAGE>


        In June 1997, the Company issued $75 million  principal amount of 9-5/8%
Series  C  Senior  Subordinated  Notes  (the  "Series  C  Notes")  to  qualified
institutional  buyers in reliance on Rule 144A of the Securities Act. The Series
C Notes were issued at 103% of the  principal  face amount.  The net proceeds to
the Company from the  issuance of the Series C Notes (net of fees and  expenses)
were  approximately  $77.1 million.  In October 1997,  the Company  completed an
offer to  exchange  $75  million  principal  amount  of  9-5/8%  Series D Senior
Subordinated  Notes (the "Series D Notes") due 2008, which were registered under
the Securities Act for a like principal  amount of the Series C Notes.  Interest
on the Series D Notes is  payable  semi-annually  on  February 1 and August 1 of
each year.

        In January 1998,  the Company  issued $105 million  principal  amount of
8-1/2%  Series A Senior  Subordinated  Notes (the "Series A Notes") to qualified
institutional  buyers in reliance on Rule 144A of the Securities Act. The Series
A Notes were issued at 99.0% of the principal  face amount.  The net proceeds to
the Company from the  issuance of the Series A Notes (net of discount,  fees and
expenses)  were  approximately  $103.8  million.  In  March  1998,  the  Company
completed an offer to exchange $105 million  principal amount of 8-1/2% Series B
Senior  Subordinated Notes (the "Series B Notes") due 2008 which were registered
under the  Securities  Act for a like  principal  amount of the  Series A Notes.
Interest on the Series B Notes is payable semi-annually on February 1 and August
1 of each year.

        In February 1998, the Company replaced its existing credit facility with
a reducing,  revolving credit agreement (the "Credit  Facility") through a group
of banks for which Bank of America  National Trust and Savings  Association acts
as  Administrative  Agent. The Credit Facility provides for loans to the Company
of up to $350  million in the  aggregate.  The Credit  Facility  is a  reducing,
revolving credit facility with commitments  automatically  reduced each calendar
quarter by 2.5%,  3.75%,  5.0%, 6.25% and 6.25% of the aggregate $350 million in
calendar year 2001, 2002, 2003, 2004 and 2005, respectively.  As of November 12,
2001, the aggregate  commitment  available to the Company is $323.8 million. The
Company is required to prepay all loans  outstanding  in excess of the aggregate
commitment as reduced pursuant to the terms of the Credit  Facility.  Borrowings
under the Credit  Facility  are  secured by a pledge of a majority of the issued
and  outstanding  Capital  stock of the  Company.  Pursuant  to the terms of the
Credit  Facility,  funds  borrowed  currently  bear interest at a rate per annum
equal to the Offshore Rate (as defined in the Credit  Facility) or the Base Rate
(as defined in the Credit  Facility),  as the case may be,  plus the  Applicable
Margin (as defined in the Credit Facility). As of November 12, 2001, the Company
had  borrowed  $286.5  million  under the  Credit  Facility  with the  effective
interest rate on such borrowings being 5.1% per annum.

        In February  1998, the Company  completed a sale  leaseback  transaction
(the "Sale  Leaseback")  pursuant to which the Company sold the land,  buildings
and site  improvements of twelve theatre  properties to special purpose entities
for  an  aggregate  purchase  price  equal  to  approximately   $131.5  million.
Simultaneously with the sale, the Company entered into operating leases for such
properties for a base term equal to  approximately 20 years at a fixed aggregate
monthly rental payment of $1.1 million or $13.4 million annually.

        In  October  1998,  the  Company   completed  a  second  sale  leaseback
transaction (the "Second Sale Leaseback") pursuant to which the Company sold the
land,  buildings  and site  improvements  of one  theatre  property to a special
purpose  entity for an aggregate  purchase  price equal to  approximately  $13.9
million.  Simultaneously  with the sale,  the Company  entered into an operating
lease for the  property  for a base term  equal to  approximately  20 years at a
fixed monthly rental payment of $119,000 or $1.4 million annually.

    In December 1999, the Company  completed a third sale leaseback  transaction
(the  "Third  Sale  Leaseback")  pursuant  to which the  Company  sold the land,
building and site  improvements  of its corporate  office  property to a special
purpose  entity for an aggregate  purchase  price equal to  approximately  $20.3
million.  Simultaneously  with the sale,  the Company  entered into an operating
lease for approximately 60% of the property for a base term equal to 10 years at
a fixed  monthly  rental  payment of $114,000 or $1.4  million  annually for the
first seven years and a fixed monthly rental payment of $123,000 or $1.5 million
annually for the final three years.


                                       15


<PAGE>


    In December  2000,  Cinema  Properties,  Inc., a wholly  owned  Unrestricted
Subsidiary  (as those  terms are defined in the Credit  Facility  and the Senior
Subordinated  Note  Indentures),  completed a $77 million loan  transaction with
Lehman  Brothers  Bank,  FSB (the  "Cinema  Properties  Facility").  The  Cinema
Properties  Facility  is a term loan with a December  31,  2003  maturity  date.
Cinema  Properties,  Inc. has the ability to extend the maturity  date two times
for one year each. At the lender's  discretion,  Cinema Properties,  Inc. may be
required  to make  principal  payments  of $1.5  million in the third and fourth
quarters of 2002 with the remaining principal  outstanding due in 2003. Pursuant
to the terms of the Cinema Properties Facility,  funds borrowed bear interest at
a rate per annum equal to LIBOR (as defined in the Cinema  Properties  Facility)
plus the applicable  margin.  Borrowings  are secured by, among other things,  a
mortgage  placed  on six of  Cinema  Properties,  Inc.'s  theatres  and  certain
equipment leases. The net proceeds from the loan (net of fees and expenses) were
$70.9 million.  The proceeds were  distributed  to the Company,  and the Company
used such funds to complete the Company's domestic construction program for 2000
and to reduce  outstanding  debt under the Company's  existing Credit  Facility.
Cinema  Properties,  Inc.  has a  separate  legal  existence,  separate  assets,
separate  creditors  and  separate  financial  statements.  The assets of Cinema
Properties,  Inc.  are not  available  to satisfy  the debts of any of the other
entities  included  in  these  consolidated  financial  statements.  The  Cinema
Properties  Facility also  requires  Cinema  Properties,  Inc. to comply with an
interest coverage ratio  requirement.  Cinema  Properties,  Inc.  purchased from
Lehman Brothers  Derivative  Products Inc. an Interest Rate Cap Agreement with a
notional  amount  equal to $77  million  with a five year term and a strike rate
equal to three month  LIBOR as of the date of  closing.  Three month LIBOR as of
the date of closing was 6.58%. As of November 12, 2001, Cinema Properties,  Inc.
has  outstanding  $77  million  under the  Cinema  Properties  Facility  and the
effective interest rate on such borrowing was 8.9% per annum.

        In 1992,  the  Company  formed  Cinemark  International  to develop  and
acquire theatres in international  markets.  As of September 30, 2001,  Cinemark
International, through its affiliates, has opened five theatres (52 screens) and
closed one theatre (6 screens) internationally in 2001 and currently operates 84
theatres (741 screens),  principally in Latin America.  Cinemark  International,
through  its  affiliates,  has  five  additional  theatres  (52  screens)  under
construction  and  scheduled  to  open  by the end of  2001  and  presently  has
commitments  to open four theatres (35 screens) in 2002.  Beyond 2002,  Cinemark
International  has no construction  commitments.  The following table summarizes
the  Company's  and  Cinemark  International's  holdings  in each  international
market,  the number of theatres and screens in such market as of  September  30,
2001 and the number of theatres and screens in such market scheduled to open the
remainder of 2001.


<TABLE>
<CAPTION>
                                                                                   Planned openings
                     Year of                        Operating                      through 2001
Country              Formation      Ownership%      Theatres/Screens               Theatres/Screens
-------              ---------      ----------      ----------------               ----------------

<S>                  <C>            <C>             <C>                           <C>
Mexico               1992            95%            25 theatres (244 screens)      1 theatre (12 screens)
Chile                1992            98%            11 theatres (83 screens)       (5 screen expansion)
Argentina            1995           100%             9 theatres (79 screens)
Brazil               1996            56%            26 theatres (237 screens)      2 theatres (19 screens)
Ecuador              1996            60%             2 theatres (16 screens)
Peru                 1996           100%             2 theatres (21 screens)
Central America      1997            50.1%           7 theatres (45 screens)
Colombia             1998            51%             2 theatres (16 screens)       1 theatre (6 screens)
United Kingdom       1998           100%               N/A                         1 theatre (10 screens)

    Total                                           84 theatres (741 screens)      5 theatres (52 screens)
</TABLE>


                                       16


<PAGE>


        The Company  estimates that the remaining  capital  expenditures for the
development of its remaining  theatre  commitments (87 screens)  internationally
will be approximately $25 million.  The Company  anticipates that investments in
excess of Cinemark International's  available cash will be funded by the Company
or by debt or equity  financing  to be  provided  by third  parties  directly to
Cinemark International or its subsidiaries.

        In August 1998, the Company formed Cinemark Investments  Corporation for
the purpose of financing a portion of its  Brazilian  operations by investing in
foreign fixed rate notes issued by Cinemark Brasil,  S.A., an indirect Brazilian
subsidiary of the Company. In September 1998, Cinemark  Investments  Corporation
executed  a  credit  agreement  with  Bank of  America  that  provides  Cinemark
Investments  Corporation  up to $20 million in the  aggregate  under a revolving
line of credit  facility  (the  "Cinemark  Investments  Credit  Agreement")  due
September 2001. In September 1998, Cinemark Investments Corporation borrowed $20
million under the Cinemark  Investments Credit Agreement,  the proceeds of which
were used to purchase  fixed rate notes issued by Cinemark  Brasil,  S.A.  which
currently  bear  interest at 14.0%.  In  September  2001,  Cinemark  Investments
Corporation  repaid the $20 million  Cinemark  Investments  Credit  Agreement at
maturity by  utilizing  proceeds  transferred  to it by a borrowing  made by the
Company on the Credit Facility.

        In November 1998,  Cinemark Mexico executed a credit agreement with Bank
of America  National Trust and Savings  Association (the "Cinemark Mexico Credit
Agreement"). The Cinemark Mexico Credit Agreement is a revolving credit facility
and  provides  for a  loan  to  Cinemark  Mexico  of up to  $30  million  in the
aggregate. The Cinemark Mexico Credit Agreement is secured by a pledge of 65% of
the stock of Cinemark de Mexico,  S.A. de C.V. and an unconditional  guaranty by
the Company.  Pursuant to the terms of the  Cinemark  Mexico  Credit  Agreement,
funds  borrowed bear interest at a rate per annum equal to the Offshore Rate (as
defined in the Cinemark Mexico Credit Agreement) or the Base Rate (as defined in
the Cinemark Mexico Credit  Agreement),  as the case may be, plus the Applicable
Margin (as defined in the Cinemark  Mexico Credit  Agreement).  Cinemark  Mexico
borrowed $30 million under the Cinemark Mexico Credit Agreement, the proceeds of
which were used to repay an  intercompany  loan of Cinemark Mexico from Cinemark
International.  Cinemark  International  used the proceeds of such  repayment to
repay all outstanding  indebtedness under its then existing credit facility with
Bank of America National Trust and Savings.  In September 2000,  Cinemark Mexico
and the  banks  party  to the  Cinemark  Mexico  Credit  Agreement  executed  an
amendment which, among other things,  extended the maturity date of the Cinemark
Mexico  Credit  Agreement  and increased the rate of interest paid on borrowings
thereunder.  Pursuant to the  amendment,  Cinemark  Mexico is to make  principal
payments  of $1.0  million in the fourth  quarter of  2001 and $1.5 million  per
quarter in 2002 with the remaining principal outstanding due in January 2003. As
of November 12, 2001,  Cinemark Mexico has  outstanding  $29.5 million under the
Cinemark Mexico Credit Agreement. The effective interest rate on such borrowings
as of November 12, 2001 is 4.9% per annum.

        Cinemark  Chile,  S.A.  became a consolidated  subsidiary of the Company
effective January 1, 1999. Prior to that date, Cinemark Chile, S.A. had executed
four  senior  note  payable  agreements  with a local  bank for the U.S.  dollar
equivalent  of $6.0  million,  $3.0  million,  $4.5  million and $3.5 million in
December 1997, July 1998, November 1998 and December 1998,  respectively.  These
notes were each in Chilean  pesos,  adjusted for  inflation,  at the  respective
borrowing  dates.  Interest is  assessed  for three notes at the 90-day TAB rate
(Chile's  Central  Bank  interbank  rate)  plus  1.5% per  annum,  adjusted  for
inflation,  and for the other note (December  1998) at the 180-day TAB rate plus
1.5% per annum,  adjusted for inflation,  and is paid quarterly for three of the
notes and  semi-annually  for the December  1998 note.  The term on three of the
four notes is five years with a two-year  grace period on  principal.  The other
note  (December  1998) is for a term of four years with a two-year grace period.
Cinemark  International  directly or indirectly  guarantees all four notes.  The
effective   interest   rates  on  the  four  notes  at  November  12,  2001  are
approximately 5.8% per annum.


                                       17


<PAGE>


        In September 1999, Cinemark  International acquired all of the shares of
its Argentine joint venture  partner,  Prodecine S.A.,  which held the remaining
50% of the shares of Cinemark Argentina,  S.A. Cinemark  International paid $2.8
million in cash and delivered four  promissory  notes  amounting to $11 million,
which were  subsequently  paid. The 100% interests in Prodecine  S.A.,  Cinemark
Investments  Argentina,  S.A.  and  Cinemark  Argentina,  S.A.  held by Cinemark
International were transferred to one of the Company's  subsidiaries in December
1999.

        Cinemark Brasil,  S.A.  currently has four main types of funding sources
executed through nine separate local and international  banks. These include: a)
BNDES automatic in the amount of US$5.4 million  executed October 1999 at a term
of 5 years with nine  months  grace  period at a BNDES  basket  rate (which is a
multiple  currency rate based on the rate at which the bank borrows) plus spread
amounting to 11.2%,  b)  FINAME/BNDES  facility  executed  December  1999 in the
amount of R$450,000  (equivalent to  US$225,000)  for a term of 3 years with six
months grace period at a BNDES basket rate plus spread totaling 11.0%, c) Import
financing  executed  between  April 2000 through  December 2000 in the amount of
US$5.2  million  at a term of 360 to 365 days at an  average  rate of  9.1%,  d)
Project  developer  financing  executed between  September 2000 through December
2000 in the amount of US$1.8 million for a term of 5 years with six months grace
period at a rate of  TJLP+5%.  Each of these  sources  have  varying  guarantees
including comfort letters from Cinemark  International,  promissory notes for up
to 130% of the value, a revenue  reserve account and equipment  collateral.  The
effective  interest rates on these notes at November 12, 2001 are  approximately
10.1% per annum.

        In July 2001, the Company's Brazilian partners contributed $5 million of
capital to  Cinemark  Brasil,  S.A.  which  effectively  diluted  the  Company's
ownership of Cinemark Brasil,  S.A. from 60% to 56% as of September 30, 2001. In
November 2001,  the Company's  Brazilian  partners  contributed an additional $6
million of capital  effectively  diluting  the  Company's  ownership of Cinemark
Brasil, S.A. further from 56% to 53% as of November 12, 2001.


                                       18


<PAGE>


New Accounting Pronouncements

        In July 2001, the Financial  Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets".  This statement requires that goodwill and other intangible assets with
indefinite  useful  lives no longer be  amortized,  but  instead  be tested  for
impairment at least  annually.  This statement is effective for all fiscal years
beginning  after December 15, 2001. The statement will become  effective for the
Company on January 1, 2002.  Management  has not  completed  an  analysis of the
potential  impact upon  adoption of the  impairment  test of goodwill,  however,
amortization of goodwill which was  approximately  $0.5 million and $1.4 million
for the three and nine months ended September 30, 2001, respectively, will cease
upon adoption.

        In  August  2001,  the  Financial   Accounting  Standards  Board  issued
Statement of Financial  Accounting  Standards  (SFAS) No. 143,  "Accounting  for
Asset Retirement  Obligations".  This statement  requires the establishment of a
liability for an asset  retirement  obligation.  This statement is effective for
financial  statements issued for fiscal years beginning after June 15, 2002. The
Company is currently  considering  the impact,  if any, that this statement will
have on the consolidated financial statements.

        In  October  2001,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting Standards (SFAS) No. 144, "Accounting for the
Impairment or Disposal of Long Lived  Assets",  which  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived  Assets and of Long-Lived Assets to
be  Disposed  Of",  and  portions  of APB No.  30,  "Reporting  the  Results  of
Operations  - Reporting  the Effects of Disposal of a Segment of  Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions", and
amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements".
This statement generally conforms, among other things, impairment accounting for
assets  to be  disposed  of  including  those  in  discontinued  operations  and
eliminates  the  exception to  consolidation  for which  control is likely to be
temporary.  This statement will be effective for financial statements issued for
fiscal years beginning after June 15, 2002. The Company is currently considering
the impact, if any, that this statement will have on the consolidated  financial
statements.


Seasonality

        The Company's revenues have historically been seasonal,  coinciding with
the timing of releases of motion pictures by the major distributors.  Generally,
the most  successful  motion  pictures  have been  released  during  the  summer
extending from Memorial Day to Labor Day and during the holiday season extending
from  Thanksgiving  through  year-end.  The  unexpected  emergence of a hit film
during other periods can alter this  seasonality  trend. The timing of such film
releases can have a significant  effect on the Company's  results of operations,
and the results of one quarter are not necessarily indicative of results for the
next quarter or for the same period in the following year.


Other Issues

        The Company  intends  that this report be governed by the "safe  harbor"
provision  of the Private  Securities  Litigation  Reform Act of 1995 (the "PSLR
Act")  with  respect  to  statements  that may be deemed  to be  forward-looking
statements under the PSLR Act. Such forward-looking  statements may include, but
are not limited to, the Company and any of its  subsidiaries'  long-term theatre
strategy.  Actual results could differ  materially  from those indicated by such
forward-looking statements due to a number of factors.


                                       19


<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

        The Company has limited  exposure to financial  market risks,  including
changes in interest rates and other relevant market prices.

        An increase or decrease in interest  rates would affect  interest  costs
relating to the Company's  variable rate credit  facilities.  The Company and/or
its subsidiaries are currently parties to such variable rate credit  facilities.
At September 30, 2001, there was an aggregate of  approximately  $425 million of
variable  rate  debt  outstanding  under  these  facilities.   These  facilities
represent approximately 53% of the Company's outstanding long-term debt. Changes
in interest  rates do not have a direct impact on interest  expense  relating to
the remaining fixed rate debt facilities.

        The table below provides  information about the Company's fixed rate and
variable rate long-term debt agreements:


<TABLE>
<CAPTION>
                                  September 30, 2001      September 30, 2001      December 31, 2000      December 31, 2000
        (in millions)               Carrying Amount       Fair Market Value        Carrying Amount       Fair Market Value
                                  ------------------      ------------------      -----------------      -----------------
<S>                               <C>                     <C>                     <C>                    <C>
Long-term debt:
    Fixed rate                           $380                    $400                    $380                   $404
                                         ====                    ====                    ====                   ====
    Average interest rate                9.3%                                            9.3%
                                         ====                                            ====

    Variable rate                        $425                    $425                    $430                   $435
                                         ====                    ====                    ====                   ====
    Average interest rate                6.1%                                            9.2%
                                         ====                                            ====

    Long-term debt                       $805                    $825                    $810                   $839
                                         ====                    ====                    ====                   ====
</TABLE>


        The Company does not have any derivative financial  instruments in place
as of  September  30,  2001 that would have a material  effect on the  Company's
financial  position,  results of operations and cash flows.  However, as part of
the Cinema  Properties  Facility,  in order to hedge against  future  changes in
interest  rates,   Cinema  Properties,   Inc.  purchased  from  Lehman  Brothers
Derivative  Products Inc. an Interest Rate Cap Agreement with a notional  amount
equal to $77  million  with a five  year term and a strike  rate  equal to three
month LIBOR as of the date of  closing.  The three month LIBOR as of the date of
closing was 6.58%. The fair value and carrying value of the interest rate cap is
approximately $0.4 million at September 30, 2001.

        The  Company is also  exposed to market  risk  arising  from  changes in
foreign  currency  exchange rates as a result of its  international  operations.
Currency  fluctuations result in the Company's reporting exchange gains (losses)
or  foreign  currency  translation  adjustments  relating  to its  international
subsidiaries  depending on the inflationary  environment of the country in which
the Company operates.


                                       20


<PAGE>


PART II - OTHER INFORMATION


Item 1. Legal Proceedings

        Reference is made to Item 3 of the Company's  Annual Report on Form 10-K
for the fiscal year ended December 31, 2000.


Item 2. Change in Securities and Use of Proceeds

        Not Applicable


Item 3. Defaults upon Senior Securities

        Not Applicable


Item 4. Submission of Matters to a Vote of Security Holders

        There have not been any matters  submitted to a vote of security holders
during the first nine  months of 2001  through  the  solicitation  of proxies or
otherwise.


Item 5. Other Information

        The Company  intends  that this report be governed by the "safe  harbor"
provision  of the Private  Securities  Litigation  Reform Act of 1995 (the "PSLR
Act")  with  respect  to  statements  that may be deemed  to be  forward-looking
statements under the PSLR Act. Such forward-looking  statements may include, but
are not limited to, the Company and any of its  subsidiaries'  long-term theatre
strategy.  Actual results could differ  materially  from those indicated by such
forward-looking statements due to a number of factors.


Item 6. Exhibits and Reports on Form 8-K

              a) Supplemental schedules specified by the Senior Notes indenture:

                           Condensed Consolidating Balance Sheets
                           (unaudited) as of September 30, 2001

                           Condensed Consolidating Statements of
                           Operations (unaudited) for the nine months
                           ended September 30, 2001

                           Condensed Consolidating Statements of
                           Cash Flows (unaudited) for the nine months
                           ended September 30, 2001

              b) Reports on Form 8-K

                           No reports have been filed by Registrant during the
                           quarter for which this report is filed.


                                       21


<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                            AS OF SEPTEMBER 30, 2001
                                  (Unaudited)

                                                                 Restricted       Unrestricted
                                                                    Group             Group         Eliminations          TOTAL
                                                               --------------    --------------    --------------    ---------------
<S>                                                            <C>               <C>                <C>              <C>
                                     ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                  $    (282,703)    $  25,185,566     $         -       $   24,902,863
    Inventories                                                    2,618,576           584,597               -            3,203,173
    Co-op advertising and other receivables                        6,220,511         4,029,725          (782,383)         9,467,853
    Income tax receivable                                            168,333           487,657               -              655,990
    Prepaid expenses and other                                     2,499,522         1,312,701               -            3,812,223
                                                               ---------------------------------------------------------------------
       Total current assets                                       11,224,239        31,600,246          (782,383)        42,042,102

THEATRE PROPERTIES AND EQUIPMENT                                 953,310,469       234,199,960               -        1,187,510,429
    Less accumulated depreciation and amortization              (244,986,165)      (44,496,380)              -         (289,482,545)
                                                               ---------------------------------------------------------------------
       Theatre properties and equipment - net                    708,324,304       189,703,580               -          898,027,884

OTHER ASSETS

    Goodwill - net                                                 8,128,202         7,347,321               -          15,475,523
    Investments in and advances to affiliates                    200,816,892         1,263,447      (197,129,778)        4,950,561
    Deferred charges and other - net                              35,955,478         9,462,087          (442,961)       44,974,604
                                                               ---------------------------------------------------------------------
       Total other assets                                        244,900,572        18,072,855      (197,572,739)       65,400,688
                                                               ---------------------------------------------------------------------
TOTAL                                                          $ 964,449,115     $ 239,376,681     $(198,355,122)    $1,005,470,674
                                                               =====================================================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Current portion of long-term debt                          $  13,115,871     $  11,194,918     $         -       $   24,310,789
    Current income taxes payable                                     (58,631)           58,631               -                  -
    Accounts payable and accrued expenses                         66,336,072        16,701,858          (782,383)        82,255,547
                                                               ---------------------------------------------------------------------
       Total current liabilities                                  79,393,312        27,955,407          (782,383)       106,566,336

LONG-TERM LIABILITIES
    Senior credit agreements                                     306,958,665        94,661,953          (442,961)       401,177,657
    Senior subordinated notes                                    380,194,801               -                 -          380,194,801
    Deferred lease expenses                                       21,792,107           450,997               -           22,243,104
    Deferred gain on sale leasebacks                               4,830,020               -                 -            4,830,020
    Deferred income taxes                                         13,326,960           (45,613)              -           13,281,347
    Deferred revenues and other long-term liabilities              9,055,164         2,062,560               -           11,117,724
                                                               ---------------------------------------------------------------------
       Total long-term liabilities                               736,157,717        97,129,897          (442,961)       832,844,653

MINORITY INTERESTS IN SUBSIDIARIES                                 6,588,928        18,931,369               -           25,520,297

SHAREHOLDERS' EQUITY
    Class A Common stock, $.01 par value: 10,000,000 shares
       authorized, 1,500 shares issued and outstanding                    15               -                 -                   15
    Class B Common stock, no par value: 1,000,000 shares
       authorized, 234,782 shares issued                          49,538,316        14,063,000       (14,063,000)        49,538,316
    Additional paid-in-capital                                    33,058,151       163,065,779      (183,066,778)        13,057,152
    Unearned compensation - stock options                         (1,318,179)              -                 -           (1,318,179)
    Retained earnings                                             98,282,388       (48,985,894)              -           49,296,494
    Treasury stock, 57,245 Class B shares at cost                (24,232,890)              -                 -          (24,232,890)
    Accumulated other comprehensive loss                         (13,018,643)      (32,782,877)              -          (45,801,520)
                                                               ---------------------------------------------------------------------
       Total shareholders' equity                                142,309,158        95,360,008      (197,129,778)        40,539,388
                                                               ---------------------------------------------------------------------
TOTAL                                                          $ 964,449,115     $ 239,376,681     $(198,355,122)    $1,005,470,674
                                                               =====================================================================
</TABLE>


     Note:  "Restricted  Group"  and  "Unrestricted  Group"  are  defined in the
Indenture for the Senior Subordinated Notes.


                                       22


<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                  (Unaudited)

                                                                 Restricted       Unrestricted
                                                                    Group             Group         Eliminations          TOTAL
                                                               --------------    --------------    --------------    ---------------
<S>                                                            <C>               <C>               <C>               <C>
REVENUES
    Admissions                                                 $ 328,322,376     $  85,170,783     $         -       $  413,493,159
    Concessions                                                  161,167,397        31,289,313               -          192,456,710
    Other                                                         33,885,208         5,623,938        (7,009,519)        32,499,627
                                                               ---------------------------------------------------------------------
                  Total                                          523,374,981       122,084,034        (7,009,519)       638,449,496

COSTS AND EXPENSES
    Cost of operations:
        Film rentals and advertising                             172,260,554        43,850,801               -          216,111,355
        Concession supplies                                       26,255,634         7,234,305               -           33,489,939
        Salaries and wages                                        57,830,479        10,342,710               -           68,173,189
        Facility leases                                           73,386,818        12,420,727               -           85,807,545
        Utilities and other                                       68,026,129        20,535,963        (7,009,519)        81,552,573
                                                               ---------------------------------------------------------------------
                  Total                                          397,759,614        94,384,506        (7,009,519)       485,134,601

    General and administrative expenses                           25,009,449         5,536,344               -           30,545,793
    Depreciation and amortization                                 42,417,197        13,090,033               -           55,507,230
    Asset impairment loss                                            450,000               -                 -              450,000
    (Gain) loss on sale of assets and other                       (1,102,831)        5,587,317               -            4,484,486
                                                               ---------------------------------------------------------------------
                  Total                                          464,533,429       118,598,200        (7,009,519)       576,122,110

OPERATING INCOME                                                  58,841,552         3,485,834               -           62,327,386

OTHER INCOME (EXPENSE)
    Interest expense                                             (42,977,518)      (11,020,200)              -          (53,997,718)
    Amortization of debt issue costs and debt discount              (768,357)       (1,159,176)              -           (1,927,533)
    Interest income                                                  396,382           767,277               -            1,163,659
    Foreign currency exchange gain (loss)                             74,098        (4,567,321)              -           (4,493,223)
    Equity in loss of affiliates                                  (2,351,156)          (52,887)              -           (2,404,043)
    Minority interests in (income) loss of subsidiaries             (679,537)        1,665,086               -              985,549
                                                               ---------------------------------------------------------------------
                  Total                                          (46,306,088)      (14,367,221)              -          (60,673,309)
                                                               ---------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES                                 12,535,464       (10,881,387)              -            1,654,077

Income tax expense                                                   226,520           848,630               -            1,075,150
                                                               ---------------------------------------------------------------------
NET INCOME (LOSS)                                              $  12,308,944     $ (11,730,017)    $         -       $      578,927
                                                               =====================================================================
</TABLE>


     Note:  "Restricted  Group"  and  "Unrestricted  Group"  are  defined in the
Indenture for the Senior Subordinated Notes.


                                       23


<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                  (Unaudited)

                                                                 Restricted       Unrestricted
                                                                    Group             Group         Eliminations          TOTAL
                                                               --------------    --------------    --------------    ---------------
<S>                                                            <C>               <C>               <C>               <C>
OPERATING ACTIVITIES
    Net income (loss)                                          $  12,308,944     $ (11,730,017)    $         -       $      578,927

    Noncash items in net income (loss):
       Depreciation                                               41,152,900        12,206,202               -           53,359,102
       Amortization - goodwill and other assets                    1,264,298           883,830               -            2,148,128
       Loss on impairment of assets                                  450,000               -                 -              450,000
       Amortization of gain on sale leasebacks                      (274,441)              -                 -             (274,441)
       Deferred lease expenses                                     1,782,957           (15,100)              -            1,767,857
       Amortization of prepaid leases                                996,448           629,451               -            1,625,899
       Deferred income tax expense                                (1,550,331)              -                 -           (1,550,331)
       Amortization of debt discount and premium                     (21,381)              -                 -              (21,381)
       Amortized compensation - stock options                        500,988               -                 -              500,988
       (Gain) loss on sale of assets and other                    (1,102,831)        5,587,317               -            4,484,486
       Equity in loss of affiliates                                2,351,156            52,887               -            2,404,043
       Minority interests in income (loss) of subsidiaries           679,537        (1,665,086)              -             (985,549)
       Amortization of deferred revenues                          (7,106,122)              -                 -           (7,106,122)

    Cash provided by (used for) operating working capital:
       Inventories                                                   305,169           226,613               -              531,782
       Co-op advertising and other receivables                    (6,482,409)        4,894,548           366,032         (1,221,829)
       Prepaid expenses and other                                    149,231         (369,788)               -             (220,557)
       Accounts payable and accrued expenses                     (34,371,546)          504,262          (366,032)       (34,233,316)
       Other long-term liabilities                                  (600,630)        2,072,363               -            1,471,733
       Income tax receivable                                         726,682            80,049               -              806,731
                                                               ---------------------------------------------------------------------
           Net cash provided by operating activities              11,158,619        13,357,531               -           24,516,150

INVESTING ACTIVITIES
    Additions to theatre properties and equipment                (19,056,764)         (131,324)              -          (19,188,088)
    Sale of theatre properties and equipment                       4,456,391           126,324               -            4,582,715
    Decrease (increase) in other assets, investments in
       and advances to affiliates                                (21,092,501)       23,076,447               -            1,983,946
                                                               ---------------------------------------------------------------------
       Net cash provided by (used for) investing activities      (35,692,874)       23,071,447               -          (12,621,427)

FINANCING ACTIVITIES
    Decrease in long-term debt                                   (50,740,872)      (32,459,528)              -          (83,200,400)
    Increase in long-term debt                                    73,516,841         5,065,444               -           78,582,285
    Minority investment in subsidiaries, net                        (181,183)       (1,004,498)              -           (1,185,681)
                                                               ---------------------------------------------------------------------
       Net cash provided by (used for) financing activities       22,594,786       (28,398,582)              -           (5,803,796)

EFFECT OF EXCHANGE RATE CHANGES ON CASH                               20,418        (1,048,476)              -           (1,028,058)
                                                               ---------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  (1,919,051)        6,981,920               -            5,062,869

CASH AND CASH EQUIVALENTS:
    Beginning of period                                            1,636,348        18,203,646               -           19,839,994
                                                               ---------------------------------------------------------------------
    End of period                                              $    (282,703)    $  25,185,566     $         -      $    24,902,863
                                                               =====================================================================
</TABLE>


     Note:  "Restricted  Group"  and  "Unrestricted  Group"  are  defined in the
Indenture for the Senior Subordinated Notes.


                                       24


<PAGE>


                                   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 thereunder duly authorized.

                                                         CINEMARK USA, INC.
                                                         Registrant

DATE:      November 13, 2001


                                                         /s/Alan W. Stock
                                                         Alan W. Stock
                                                         President


                                                         /s/Robert Copple
                                                         Robert Copple
                                                         Chief Financial Officer



















                                       25