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 June 30, 1999



                               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

           Securities Registered pursuant to Section 12(b) of the Act:



        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 ____

        The  Registrant  became  subject  to  the  filing  requirements  of  the
Securities Exchange Act of 1934 on June 10, 1992.

        Indicate  the  number  of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:

        As of August 11, 1999,  1,500 shares of Class A Common Stock and 183,741
 shares of Class B Common Stock  (including  options to acquire  6,879 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 June 30, 1999 (unaudited)
                    and December 31, 1998                                    3

                 Condensed Consolidated Statements of Income
                    (unaudited) for the three and six month
                    periods ended June 30, 1999 and 1998                     4

                 Condensed Consolidated Statements of Cash
                    Flows (unaudited) for the six month
                    periods ended June 30, 1999 and 1998                     5

                 Notes to Condensed Consolidated Financial
                    Statements                                               6

     Item 2.     Management's Discussion and Analysis of
                     Financial Condition and Results of
                     Operations                                              9

     Item 3.     Quantitative and Qualitative Disclosures
                     About Market Risk                                       15


PART II      OTHER INFORMATION

     Item 1.     Legal Proceedings                                           16

     Item 2.     Changes in Securities and Use of Proceeds                   16

     Item 3.     Defaults Upon Senior Securities                             16

     Item 4.     Submission of Matters to a Vote of Security Holders         16

     Item 5.     Other Information                                           16

     Item 6.     Exhibits and Reports on Form 8-K                            16

SIGNATURES                                                                   20




                                        2


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

                   CINEMARK USA, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                              June 30,         December 31,
                                                                                1999               1998
                                                                            (Unaudited)
<S>                                                                       <C>                 <C>
                                                                          -----------------------------------
                                     ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                                 $ 7,928,900       $ 25,645,868
    Inventories                                                                 4,063,028          3,591,705
    Co-op advertising and other receivables                                    20,438,040         12,414,288
    Income tax receivable                                                       5,488,846          3,032,642
    Prepaid expenses and other                                                  2,314,845          2,457,952
                                                                          -----------------------------------
      Total current assets                                                     40,233,659         47,142,455

THEATRE PROPERTIES AND EQUIPMENT                                            1,012,740,161        888,242,478
    Less accumulated depreciation and amortization                           (164,312,899)      (138,550,648)
                                                                          -----------------------------------
      Theatre properties and equipment - net                                  848,427,262        749,691,830

OTHER ASSETS:
    Certificates of deposit                                                       209,275          4,056,096
    Investments in and advances to affiliates                                   3,216,523         29,811,533
    Goodwill - net                                                             16,476,955         13,495,195
    Deferred charges and other - net                                           52,983,228         38,475,525
                                                                          -----------------------------------
      Total other assets                                                       72,885,981         85,838,349
                                                                          ===================================
TOTAL                                                                       $ 961,546,902       $882,672,634
                                                                          ===================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt                                         $ 1,789,171          $ 337,895
    Accounts payable and accrued expenses                                      89,484,928         94,725,816
                                                                          -----------------------------------
      Total current liabilities                                                91,274,099         95,063,711

LONG-TERM LIABILITIES:
    Senior credit agreements                                                  350,787,297        251,037,528
    Senior subordinated notes                                                 380,258,943        380,273,198
    Deferred lease expenses                                                    15,543,168         14,578,747
    Deferred gain on sale leaseback                                             6,626,667          6,803,542
    Deferred income taxes                                                      21,147,600         16,114,342
                                                                          -----------------------------------
      Total long-term liabilities                                             774,363,675        668,807,357

MINORITY INTERESTS IN SUBSIDIARIES                                             36,270,185         43,001,950

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, 234,073 shares issued                                        49,537,607         49,537,607
    Additional paid-in-capital                                                 13,790,731         13,773,691
    Unearned compensation - stock options                                      (3,530,631)        (4,221,326)
    Retained earnings                                                          54,646,524         58,105,217
    Treasury stock, 57,211 Class B shares at cost                             (24,198,890)       (24,198,890)
    Accumulated other comprehensive income                                    (30,606,413)       (17,196,698)
                                                                          -----------------------------------
      Total shareholders' equity                                               59,638,943         75,799,616
                                                                          ===================================
TOTAL                                                                       $ 961,546,902       $882,672,634
                                                                          ==================================
</TABLE>
     See accompanying Notes to Condensed Consolidated Financial Statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)

                                                        THREE MONTHS ENDED JUNE 30,       SIX MONTHS ENDED JUNE 30,
                                                          1999             1998             1999             1998
                                                      ------------------------------   --------------------------------
<S>                                                  <C>               <C>             <C>               <C>
REVENUES
   Admissions                                         $ 111,821,123     $ 83,146,352    $ 207,037,547    $ 161,452,645
   Concessions                                           54,676,548       44,344,921      101,453,845       86,890,474
   Other                                                  7,368,359        3,482,467       14,642,665        6,852,664
                                                      -------------------------------  --------------------------------
       Total                                            173,866,030      130,973,740      323,134,057      255,195,783

COSTS AND EXPENSES:
   Cost of operations
      Film rentals and advertising                       61,158,899       46,478,072      110,360,016       86,954,426
      Concession supplies                                 9,513,044        6,957,726       17,007,078       13,530,350
      Salaries and wages                                 21,272,565       16,743,353       40,610,548       31,456,447
      Facility leases                                    22,172,484       14,924,409       42,745,400       27,465,559
      Utilities and other                                25,271,261       18,173,212       46,931,796       34,386,852
                                                      -------------------------------  --------------------------------
       Total                                            139,388,253      103,276,772      257,654,838      193,793,634

   General and administrative expenses                    8,507,388        7,844,461       16,500,888       14,925,398
   Depreciation and amortization                         12,627,818        8,162,665       23,960,603       15,861,088
                                                      ------------------------------   --------------------------------
       Total                                            160,523,459      119,283,898      298,116,329      224,580,120

OPERATING INCOME                                         13,342,571       11,689,842       25,017,728       30,615,663

OTHER INCOME (EXPENSE)
   Interest expense                                     (13,352,959)     (10,864,954)     (26,474,222)     (18,590,692)
   Amortization of debt issue cost                         (208,116)        (196,154)        (407,670)        (361,482)
   Amortization of bond discount                            (43,625)         (43,625)         (87,250)         (78,917)
   Interest income                                          704,306          963,313        1,283,869        2,181,790
   Gain on sale of assets and other                         (66,669)         610,339              237        1,052,497
   Foreign currency exchange gain (loss)                    (76,614)        (429,101)            (380)        (708,835)
   Equity in income of affiliates                            57,267         (352,335)         113,126         (137,198)
   Minority interests in subsidiaries                       260,408        1,346,162          990,810          994,919
                                                      -------------------------------  --------------------------------
       Total                                            (12,726,002)      (8,966,355)     (24,581,480)     (15,647,918)

INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE
   EFFECT OF AN ACCOUNTING CHANGE                           616,569        2,723,487          436,248       14,967,745

Income taxes (benefit)                                      936,329          434,919          926,304        5,538,069
                                                      -------------------------------  --------------------------------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
   AN ACCOUNTING CHANGE                                    (319,760)       2,288,568         (490,056)       9,429,676

Cumulative effect of a change in an accounting principle
   - net of tax benefit of $417,570                               -                -       (2,968,637)               -
                                                      -------------------------------  --------------------------------
NET INCOME (LOSS)                                        $ (319,760)     $ 2,288,568     $ (3,458,693)     $ 9,429,676
                                                      ===============================  ================================
EARNINGS PER SHARE:
   Basic:
      Income (loss) before cumulative effect of an
         accounting change                                  $ (1.79)         $ 12.84          $ (2.75)         $ 52.89
      Cumulative effect of an accounting change                   -                -           (16.64)               -
                                                      -------------------------------  --------------------------------
      Net Income (loss)                                     $ (1.79)         $ 12.84         $ (19.39)         $ 52.89
                                                      ===============================  ================================
   Diluted:
      Income (loss) before cumulative effect of an
         accounting change                                  $ (1.79)         $ 12.27          $ (2.75)         $ 50.55
      Cumulative effect of an accounting change                   -                -           (16.64)               -
                                                      -------------------------------  --------------------------------
      Net Income (loss)                                     $ (1.79)         $ 12.27         $ (19.39)         $ 50.55
                                                      ===============================  ================================

COMMON SHARES OUTSTANDING:
   Basic:
     Weighted average common shares outstanding            178,362          178,302          178,362          178,302
                                                      ===============================  ================================
   Diluted:
      Weighted average common shares outstanding            178,362          178,302          178,362          178,302
      Common equivalent shares for stock options             13,408            8,235           13,408            8,235
                                                      -------------------------------  --------------------------------
      Weighted average shares outstanding                   191,770          186,537          191,770          186,537
                                                      ===============================  ================================
</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)

                                                                                    SIX MONTHS ENDED JUNE 30,
                                                                                    1999                  1998
                                                                                --------------------------------------
<S>                                                                             <C>                     <C>
OPERATING ACTIVITIES:
     Net Income (loss)                                                             $ (3,458,693)         $ 9,429,676

     Noncash items in net income:
         Depreciation                                                                23,972,025           15,279,171
         Amortization - goodwill and other assets                                       396,248              943,399
         Amortization of gain on sale leaseback                                        (176,875)            (106,250)
         Deferred lease expenses                                                        964,421              866,235
         Amortization of prepaid leases                                                 394,774              203,918
         Deferred income tax expense                                                  5,033,258            1,053,491
         Amortization of debt discount and premium                                      (14,255)             (22,588)
         Amortized compensation - stock options                                         712,275              442,044
         Gain on sale of assets                                                            (237)            (343,662)
         Equity in income of affiliates                                                (113,126)            (994,919)
         Minority interests in income (loss) of subsidiaries                           (990,810)             137,198
         Cumulative effect of an accounting change                                    3,386,207                    -

     Cash provided by (used for) operating working capital:
         Inventories                                                                   (471,323)            (976,209)
         Co-op advertising and other receivables                                     (8,023,752)         (10,903,859)
         Prepaid expenses and other                                                    (353,631)           8,115,825
         Accounts payable and accrued expenses                                       (5,240,888)          (3,918,590)
         Income tax receivable/payable                                               (2,456,204)                   -
                                                                                --------------------------------------
            Net cash provided by (used for) operating activities                     13,559,414           19,204,880

INVESTING ACTIVITIES:
     Additions to Theatre properties and equipment                                 (105,697,779)        (196,237,101)
     Sale of Theatre properties and equipment                                           647,728          133,802,332
     Decrease in certificates of deposit                                              3,846,821                    -
     Decrease in investments in and advances to affiliates                            8,578,136           13,919,974
     Increase in deferred charges and other                                         (13,488,129)          (9,246,481)
                                                                                -------------------------------------
         Net cash provided by (used for) investing activities                      (106,113,223)         (57,761,276)

FINANCING ACTIVITIES:
     Issuance of Senior Subordinated Notes                                                    -          103,950,000
     Decrease in long-term debt                                                     (14,922,673)        (203,446,337)
     Increase in long-term debt                                                      98,405,184          127,786,272
     Minority investment in subsidiaries, net                                        (8,235,955)           6,909,573
                                                                                -------------------------------------
         Net cash provided by (used for) financing activities                        75,246,556           35,199,508

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                (409,715)                   -
                                                                                -------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    (17,716,968)          (3,356,888)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                             25,645,868           31,788,380
                                                                                -------------------------------------
     End of period                                                                  $ 7,928,900         $ 28,431,492
                                                                                =====================================

         See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                        5
<PAGE>
                       CINEMARK USA, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.      Interim Financial Statements

        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.

        These  financial  statements  should  be read in  conjunction  with  the
audited  annual  financial  statements  and the notes thereto for the year ended
December  31,  1998  included  in the  Annual  Report  filed on Form 10-K by the
Company under the Securities Exchange Act of 1934 on March 30, 1999.

        Operating  results  for the six  months  ended  June  30,  1999  are not
necessarily indicative of the results to be achieved for the full year.

2       Foreign Currency Translation

        The accumulated other  comprehensive  income in shareholders'  equity of
$30,606,413   and   $17,196,698   at  June  30,  1999  and  December  31,  1998,
respectively,  primarily relates to the unrealized  adjustments from translating
the financial statements ofCinemark Brasil, S.A. and Cinemark de Mexico.

        In 1998,  the  Company was  required  to utilize the U.S.  dollar as the
functional currency of Cinemark de Mexico for U.S.reporting  purposes instead of
the peso due to the highly inflationary economy of Mexico. Thus, devaluations in
the peso  during  the first  six  months of 1998  that  affected  the  Company's
investment  were charged to exchange gain or loss rather than to the accumulated
other comprehensive income account.

        In  1999,  the  economy  of  Mexico   reverted  back  to  a  non  highly
inflationary  status in which the peso again became the  functional  currency of
Cinemark de Mexico resulting in certain assets,  liabilities and equity accounts
being restated at the current exchange rate. Thus, changes in the peso have been
recorded in the accumulated other comprehensive  income account during the first
six months of 1999.


3.      FAS 130 - Comprehensive  Income

        Beginning in 1998, the Company adopted SFAS 130 "Reporting Comprehensive
Income" ("SFAS No. 130").  SFAS No. 130 establishes standards for reporting  and
display of comprehensive  income and its components in the financial statements.
The following components are reflected in the Company's comprehensive income:

<TABLE>
<CAPTION>
                                                  Three Months Ended                    Six Months Ended
                                                       June 30,                             June 30,
                                                1999             1998               1999               1998
<S>                                           <C>             <C>                <C>                 <C>
Net income (loss)                                $(319,760)      $ 2,288,568      $(3,458,693)      $9,429,676
Foreign currency translation adjustment         (2,975,771)       (6,991,032)     (13,409,715)      (7,922,933)
Comprehensive income (loss)                    $(3,295,531)      $(4,702,464)    $(16,868,408)      $1,506,743
</TABLE>

                                        6
<PAGE>

4.      Income Taxes

        Beginning   January  1,  1999,   management   plans  to   reinvest   the
undistributed  earnings of its foreign  subsidiaries located in Mexico, Peru and
Argentina.  For years  beginning  after 1998, the Company  adopted the exception
allowed  under APB  Opinion  #23 for these  foreign  subsidiaries.  As a result,
deferred  U.S.  federal  income  taxes  are not  provided  on the  undistributed
earnings of these foreign  subsidiaries.  The cumulative amount of undistributed
earnings on which the Company has not recognized income taxes is $3.3 million.

5.      Accounting for Start-up Activities and Organization Costs

        On January 1, 1999 the Company adopted  Statement of Position (SOP) 98-5
requiring start-up activities and organization costs to be expensed as incurred.
The Company's practice had been to capitalize organization costs associated with
the  organization  of new  entities  as well as costs  associated  with  forming
international  joint ventures as deferred  charges and to amortize them over the
anticipated life of the respective  entity or venture.  The adoption of this new
accounting  pronouncement resulted in the aggregate write-off of the unamortized
organization costs of $3,386,207 on January 1, 1999. This charge was recorded as
a cumulative  effect of a change in accounting  principle as a one-time non cash
charge to  income of  $2,968,637  (net of tax) in the first  quarter  of 1999 as
follows:

          United States                                      $152,966
          Mexico                                                    -
          Brazil                                              552,488
          Other Foreign Countries                           2,263,183
                                                           ----------
                                                           $2,968,637
                                                           ==========
6.      Supplemental Cash Flow Information

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

                                                  Six Months Ended June 30,
                                                 1999                   1998
                                              -----------           -----------
          Cash paid for interest              $29,048,419           $17,767,502
          Cash paid for income taxes          $ 1,456,793           $ 3,495,845


        In December 1998, the Company acquired an additional 45% equity interest
in its  Chilean  operating  Company  for  $7.625  million.  As a  result  of the
additional equity interest  acquired,  Chile was consolidated with the Company's
operations  effective January 1, 1999. The assets and liabilities of this former
equity interest that are included in the consolidation as of January 1, 1999 are
as follows:

          Theatre properties and equipment, net             $26,350,993
          Goodwill                                            3,621,050
          Net other assets                                    3,371,491
          Long-term debt                                    (17,718,534)
                                                            ------------
          Investment in affiliate                            $15,625,000
                                                            ============

        The Company's  Central American  operating  entities  (Nicaragua,  Costa
Rica, El Salvador and Honduras) were consolidated with the Company's  operations
effective  January 1, 1999.  The assets and  liabilities  of these former equity
interests  that are included in the  consolidation  as of January 1, 1999 are as
follows:

          Theatre properties and equipment, net             $4,306,176
          Net other assets                                     693,824
          Minority interest                                 (2,495,000)
                                                            -----------
          Investment in affiliate                            $2,505,000
                                                            ===========

                                        7

<PAGE>

7.      Reporting Segments


        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,  Mexico,  Canada,  Argentina,  Brazil,  Central  America,  Chile,
Ecuador and Peru.  Revenues and long-lived assets in the United States and other
countries for the six months ended June 30 are as follows:

<TABLE>
<CAPTION>

                                                                       Other Foreign
                      United States       Mexico          Brazil         Countries     Eliminations     Consolidated
1999
<S>                   <C>             <C>             <C>             <C>              <C>            <C>

Total revenues          $254,734,932     $25,049,632     $18,326,554      $26,627,231   $(1,604,292)       $323,134,057
                      =============== =============== =============== ================ ============== ==================

Long-lived assets,
net                      665,480,668      56,659,155      50,227,815       76,059,624              -        848,427,262
                      =============== =============== =============== ================ ============== ==================


1998

Total revenues          $220,330,154     $21,796,491     $11,780,773       $2,636,746   $(1,348,381)       $255,195,783
                      =============== =============== =============== ================ ============== ==================

Long-lived assets,
net                      491,608,821      33,962,820      54,228,000       10,107,599              -        589,907,240
                      =============== =============== =============== ================ ============== ==================
</TABLE>



































                                        8

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

Results of Operations

        The  following  table  presents  certain  income  statement  items  as a
percentage of revenues.
<TABLE>
<CAPTION>
                                                          % of Revenues                  % of Revenues
                                                         Three Months Ended               Six Months Ended
                                                              June 30,                        June 30,
                                                         1999           1998            1999          1998
<S>                                                    <C>            <C>            <C>            <C>
    Revenues:
      Admissions                                         64.3           63.5            64.1          63.3
      Concessions                                        31.5           33.9            31.4          34.0
      Other                                               4.2            2.6             4.5           2.7
                                                        .....          -----           -----         -----
    Total revenues                                      100.0          100.0           100.0         100.0
    Cost of operations                                   80.2           78.9            79.7          75.9
    General and administrative expenses                   4.9            6.0             5.1           5.8
    Depreciation and amortization                         7.3            6.2             7.4           6.2
    Operating income                                      7.7            8.9             7.7          12.0
    Interest expense                                      7.8            8.5             8.3           7.4
    Income (loss) before income taxes and
     Cumulative effect of an accounting change            0.4            2.1             0.1           5.9

    Income (loss) before cumulative effect
     Of an accounting change                             (0.2)            1.7           (0.2)           3.7
    Net income (loss)                                    (0.2)            1.7           (1.1)           3.7

</TABLE>

Revenues

        Revenues for the quarter ended June 30, 1999 increased to $173.9 million
from $131.0 million for the quarter ended June 30, 1998, a 32.7%  increase.  The
Company  generated  revenues  for the six month  period ended June 30, 1999 (the
"1999 period") of $323.1  million  compared to $255.2 million for the six months
ended June 30,  1998 (the "1998  period"),  a 26.6%  increase.  The  increase in
revenues are  primarily  attributable  to a 19.3%  increase in attendance in the
second  quarter of 1999 as  compared  to the second  quarter of 1998 and a 14.7%
increase in attendance  for the 1999 period versus the 1998 period as the result
of the net  addition  of 604  screens  since the  second  quarter  of 1998.  The
increase in revenues is also due to a 9.5% increase in admissions and concession
revenues  per patron in the second  quarter  of 1999 as  compared  to the second
quarter of 1998, and an 8.3% increase in admissions and concession  revenues per
patron in the 1999 period as compared to the 1998  period.  Revenues per average
screen have decreased 5.6% to $136,459 for the 1999 period from $144,493 for the
1998 period. Revenues per average screen for the second quarter of 1999 remained
stable at approximately $72,000 as compared to the second quarter of 1998.


Cost of Operations

        Cost of operations,  as a percentage of revenues,  increased to 80.2% in
the  second  quarter  of 1999 from  78.9% in the  second  quarter  of 1998.  The
increase as a percentage  of revenues  resulted  from an increase in  concession
supplies as a percentage of concession  revenues to 17.4% in the second  quarter
of 1999 from  15.7% in the  second  quarter  of 1998 as a result of the  greater
number of  international  theatres in operation,  an increase in facility  lease
expense as a percentage of revenues to 12.8% in the second  quarter of 1999 from
11.4% in the  second  quarter of 1998 and an  increase  in  utilities  and other
expenses as a percentage of revenues to 14.5% in the second quarter of 1999 from
13.9% in the second quarter of 1998. These increases were partially offset by a

                                        9



<PAGE>

decrease in film rental and  advertising  expense as a percentage  of admissions
revenues to 54.7% in the second quarter of 1999 from 55.9% in the second quarter
of 1998 and a decrease in salaries and wages expense as a percentage of revenues
to 12.2% in the second quarter of 1999 from 12.8% in the second quarter of 1998.

        Cost of operations,  as a percentage of revenues,  increased to 79.7% in
the 1999  period  from  75.9% for the same  period in 1998.  The  increase  as a
percentage  of revenues  resulted  from an increase in  concession  expense as a
percentage of concession  revenues to 16.8% in the 1999 period from 15.6% in the
1998  period as a result of the  greater  number of  international  theatres  in
operation,  an increase in facility lease expense as a percentage of revenues to
13.2% in the 1999 period from 10.8% in the 1998 period  partially as a result of
the two sale  leaseback  transactions  which  occurred  in the first and  fourth
quarters of 1998,  an increase in salaries and wages  expense as a percentage of
revenues to 12.6% in 1999 from 12.3% in 1998 and an increase  in  utilities  and
other  expenses as a percentage of revenues to 14.5% in 1999 from 13.5% in 1998.
These  increases  were  partially  offset  by a  decrease  in  film  rental  and
advertising  costs as a percentage of  admissions  revenues to 53.3% in the 1999
period from 53.9% in the 1998 period.


General and Administrative Expenses

        General  and  administrative  expenses,  as a  percentage  of  revenues,
declined to 4.9% in the second quarter of 1999 as compared to 6.0% in the second
quarter of 1998. General and administrative expenses as a percentage of revenues
also decreased in the six month period ended June 30, 1999 to 5.1% from 5.8% for
the same period in 1998. The decrease in general and administrative  expenses as
a  percentage  of revenues is  reflective  of the  Company's  expanding  base of
theatre operations.

        The absolute level of general and  administrative  expenses increased to
$16.5  million in the 1999 period  from $14.9  million in the 1998  period.  The
increase  in the  absolute  level of  general  and  administrative  expenses  is
attributed to costs (primarily salaries and wages) associated with the Company's
expansion program.


Depreciation and Amortization

        Depreciation  and  amortization  increased 53.7% to $12.6 million in the
second  quarter of 1999 from $8.2 million in the second quarter of 1998. For the
1999 period, depreciation and amortization increased 50.9% to $24.0 million from
$15.9  million in the 1998 period.  The increase is a result of the net addition
of $312.4 million in theatre  property and equipment since the second quarter of
1998,  a  44.6%  increase.   The  difference  in  the  percentage   increase  in
depreciation and  amortization  compared to the increase in theatre property and
equipment is a result of the timing of when the additions were placed in service
during the period.


Interest Expense

        Interest costs incurred,  including  amortization of debt issue cost and
bond  discount,  increased  16.4%  during  the  second  quarter of 1999 to $14.9
million (including  capitalized  interest to properties under construction) from
$12.8 million (including capitalized  interest).  Interest costs incurred in the
1999  period,  including  amortization  of debt  issue  cost and bond  discount,
increased 36.4% to $29.6 million (including  capitalized  interest to properties
under construction) from $21.7 million (including  capitalized  interest) in the
1998 period.  The increase in interest  costs incurred for the second quarter of
1999 and the 1999 period was due  principally  to an  increase  in average  debt
outstanding resulting from borrowings under the Company's Credit Facility.


Income Taxes

        Income tax expense of $0.9  million was  recorded for the 1999 period as
compared to income tax expense of $5.5 million in the 1998 period. The Company's
effective tax rate for the 1999 period was 212% compared to 37%

                                       10




<PAGE>

in the 1998 period.  The effective tax rate in the 1999 period  results from the
local foreign country income and withholding taxes exceeding the tax benefits of
the domestic loss as well as the losses in foreign  countries being subject to a
valuation allowance.


Cumulative Effect of a Change in an Accounting Principle

        The  Company  recorded  a  cumulative  effect of a change in  accounting
principle of $3.0 million  (net of tax) in the first  quarter of 1999  resulting
from the write off of the unamortized start-up activities and organization costs
due to the adoption of Statement of Position (SOP) 98-5.


Liquidity and Capital Resources

        The  Company's  revenues are  collected in cash,  primarily  through box
office  receipts  and the sale of  concession  items.  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 80% of the screens operated by the Company
having been built in the 1990's.  The Company's  investing  activities have been
principally in connection with new theatre openings and acquisitions of existing
theatres and theatre  circuits.  As of August 11, 1999, the Company has opened 9
theatres (165 screens) and has 10 theatres (172 screens) under  construction  or
scheduled  to open in the  United  States by the end of 1999.  Certain  of these
theatres will be megaplexes which may cost in excess of $15 million per theatre.
The Company  also plans to open  approximately  190 screens in the U.S. in 2000.
The  Company  currently   estimates  that  its  capital   expenditures  for  the
development of these approximately 525 screens in the U.S. in 1999 and 2000 will
be approximately  $235 million.  As of August 11, 1999, the Company had expended
approximately  $79 million toward the development of these screens.  The Company
plans to fund  capital  expenditures  for its  development  from  cash flow from
operations,   sale  leaseback  transactions  and  borrowings  under  the  Credit
Facility.  Actual  expenditures for theatre  development and acquisitions during
1999 and 2000 are subject to change based upon the  availability  of  attractive
opportunities for expansion of the Company's theatre circuit.

        In August  1996,  the Company  issued $200 million  principal  amount of
Series B Senior  Subordinated  Notes which bear interest at a rate of 9-5/8% per
annum (the "Series B Notes"),  payable  semi-annually on February 1 and August 1
of each year.  The Series B 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 B Notes (net of discount,  fees and
expenses)  were  approximately  $193.2  million.  The proceeds from the Series B
Notes were used to  repurchase  98.7% of the  Company's  $125 million  aggregate
principal  amount 12% Senior Notes due 2002 ( the "Senior Notes")  pursuant to a
tender offer which expired on August 15, 1996.  The Senior Notes were  purchased
at a premium of $1,098.33  (including a consent fee of $25) per $1,000 principal
amount,  plus accrued and unpaid  interest up to the date of repurchase.  Excess
proceeds were utilized to reduce  borrowings under the Company's Credit Facility
and for general  corporate  purposes.  On June 2, 1997 the Company  redeemed the
remaining  outstanding  Senior  Notes  ($1.6  million).  The  Senior  Notes were
redeemed at a premium of $1,060 per $1,000  principal  amount,  plus accrued and
unpaid interest up to the date of redemption.

        In June 1997, the Company issued $75 million  principal amount of Series
D Senior Subordinated Notes due 2008 which bear interest at a rate of 9-5/8% per
annum (the "Series D Notes"),  payable  semi-annually on February 1 and August 1
of each  year.  The  Series D Notes were  issued at 103% of the  principal  face
amount (a premium of $30.00 per $1,000  principal  amount).  The net proceeds to
the Company from the  issuance of the Series D Notes (net of fees and  expenses)
were  approximately  $77.1  million.  The  proceeds  of the  Series D Notes were
utilized to reduce the Company's indebtedness under the Credit Facility.



                                       11



<PAGE>

        In January 1998,  the Company  issued $105 million  aggregate  principal
amount of 8-1/2% Series A Senior Subordinated Notes due 2008 which bear interest
at a rate of 8-1/2% per annum (the "Series A Notes"),  payable  semi-annually on
February 1 and August 1 of each year pursuant to Rule 144A (the "Offering"). The
Series A Notes were issued at 99.0% of the principal  face amount (a discount of
$10.00 per $1,000 principal amount).  The net proceeds of the Offering of $103.9
million (net of discount,  fees and  expenses)  were  utilized by the Company to
reduce  the  Company's  indebtedness  under the  Credit  Facility.  The  Company
exchanged  the  Series A Notes  on March  17,  1998 for  8-1/2%  Series B Senior
Subordinated  Notes (the  "8-1/2%  Series B Notes")  which have been  registered
under the Securities Act of 1933, as amended.

        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  $8,750,000,
$11,812,500,  $13,125,000,  $12,031,000  and  $6,562,500  in calendar year 2001,
2002, 2003, 2004 and 2005,  respectively.  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  are  secured  by a pledge of a
majority of the issued and  outstanding  capital  stock of the Company,  and the
credit agreement  requires that the Company  maintains certain financial ratios;
restricts  the  payment  of  dividends,  payment of  subordinated  debt prior to
maturity  and  issuance of  preferred  stock and other  indebtedness;  and other
restrictive  covenants.  Pursuant  to the terms of the  Credit  Facility,  funds
borrowed  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 August 11, 1999, the Company had borrowed $292 million
under the Credit Facility.  The effective interest rate on such borrowings as of
August 11, 1999 is 7.3% 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 12 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   another  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 annually.
















                                       12



<PAGE>

        In 1992,  the  Company  formed  Cinemark  International  to develop  and
acquire  theatres in  international  markets.  As of August 11,  1999,  Cinemark
International,  through  its  affiliates,  operated 63  theatres  (564  screens)
principally in Latin America.  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 August  11,  1999 and the number of
theatres and screens under construction in 1999.

<TABLE>
<CAPTION>

                           Year of                               Operating                1999 Planned Openings
Country                   Formation      Ownership %         Theatres/Screens               Theatres/Screens
<S>                       <C>            <C>             <C>                              <C>

Mexico                      1992             95%         19 theatres (187 screens)        1 theatre (5 screens)
Chile                       1992             98%         11 theatres (89 screens)         -
Argentina                   1995             50%          5 theatres (44 screens)         -
Argentina                   1997            100%          2 theatres (15 screens)         -
Brazil                      1996             60%         15 theatres (147 screens)        2 theatres (16 screens)
Ecuador                     1996             60%          2 theatres (16 screens)         existing theatre (3 screens)
Peru                        1996            100%          2 theatres (21 screens)         -
Central America             1997             50%          7 theatres (45 screens)         -
Colombia                    1998             50%                    N/A                   -
Taiwan                      1998             51%                    N/A                   -
United Kingdom              1998            100%                    N/A                   -

    Total                                                63 theatres (564 screens)       3 theatres (24 screens)
</TABLE>


        The Company, through Cinemark International and its affiliates, plans to
invest up to an additional $100 million in international  ventures,  principally
in Latin  America,  over the next three  years.  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 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).  The Cinemark Investments
Credit  Agreement is secured by an assignment of certain fixed rate notes issued
by Cinemark Brasil S.A. to Cinemark Investments Corporation and an unconditional
guaranty  by the  Company.  Pursuant  to the terms of the  Cinemark  Investments
Credit Agreement,  funds borrowed bear interest at a rate per annum equal to the
Offshore Rate or the Base Rate (both defined in the Cinemark  Investments Credit
Agreement)  as the case may be.  As of August  11,  1999,  Cinemark  Investments
Corporation  had 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. bearing interest at 13.25%.  The effective interest rate
on such borrowings as of August 11, 1999 is 7.8% per annum.

        In September  1998, the Company  incorporated  Cinemark  Theatres U.K.
Ltd., an English  company,  to develop  state-of-the-art multiplex  theatres
in the United  Kingdom.  Cinemark  Theatres  U.K.  Ltd.  is a  wholly-owned
subsidiary  of the  Company.  Cinemark Theatres U.K. Ltd. expects to begin
construction on 1 theatre (10 screens) in 1999.

        In September 1998, Cinemark  International  entered into a joint venture
agreement with Core Pacific Ltd. to develop state-of-the-art  multiplex theatres
in Taiwan,  Republic of China.  The joint  venture  will  conduct  its  business
through   Cinemark-Core   Pacific   Ltd.   which  is  50.5%  owned  by  Cinemark
International  and 49.5% owned by Core Pacific Ltd.  Cinemark-Core  Pacific Ltd.
expects to begin construction on four theatres (32 screens) during 2000.


                                       13




<PAGE>

        In November 1998,  Cinemark Mexico executed a credit agreement with Bank
of  America   National  Trust  and  Savings   Association   for  itself  and  as
Administrative Agent (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. The effective
interest rate on such borrowings as of August 11, 1999 is 6.6% per annum.

        In December 1998,  Cinemark  International  entered entered into a
joint venture  agreement with Casa Editorial El Tiempo S.A., Tempora S.A.  and
Prodiscos  S.A. to develop  state-of-the-art  multiplex  theatres in  Colombia.
The joint  venture will conduct its business through Cinemark Colombia S.A.
which is owned 50.1% by Cinemark  International,  and the remaining 49.9% is
collectively owned by Casa Editorial El Tiempo S.A.,  Tempora S.A. and
Prodiscos S.A. Cinemark Colombia S.A. expects to begin  construction on one
theatre (10 screens) during 1999.

Year 2000 Compliance

        The Company  recognizes that the arrival of the Year 2000 poses a unique
worldwide  challenge to the ability of all systems to recognize  the date change
from December 31, 1999 to January 1, 2000,  and like other  companies,  has been
assessing  and  updating  its computer  applications  and business  processes to
ensure their continued functionality.

        The Year 2000  compliance  effort is underway  across the Company and is
following a process of  assessment,  modification  and  testing.  At the present
time,  the necessary  modifications  to the  day-to-day  operating and reporting
systems for all theatres  have been  successfully  completed to ensure Year 2000
compliance.  With respect to the financial  reporting and operational  databases
associated  with  the  U.S.  corporate  office  and  the  various  international
corporate  offices,  the necessary  modifications to ensure Year 2000 compliance
are  expected to be completed  by  September  30, 1999.  The costs to modify the
existing  systems to ensure Year 2000  compliance  are  expected to be less than
$100,000 at the completion of the project.

        Since the core business of the Company  centers around the collection of
cash at the theatre box office,  an  unanticipated  Year 2000  computer  failure
should not have an adverse  impact on the  Company's  ability to  continue  with
day-to-day  operations.  The  impact  from a  system  failure  from a  practical
standpoint should only affect the financial  reporting and operational  analysis
that is presently performed at the corporate office.

        In the most  reasonably  likely worst case  scenario,  the Company could
return  to a  manual  system  of  recording  daily  admissions  revenues  from a
day-to-day operating standpoint.

        The Company operates a large number of geographically dispersed theatres
and has a large  supplier  base and believes that this will mitigate any adverse
impact.  The Company has initiated  formal  communications  with its significant
suppliers,  customers and critical  business partners to determine the extent to
which the  Company may be  vulnerable  in the event that those  parties  fail to
properly  remediate  their own Year 2000 issues.  The Company has taken steps to
monitor the progress made by those  parties and intends to test critical  system
interfaces as the Year 2000  approaches.  The Company has developed  appropriate
contingency  plans  in the  event  that a  significant  exposure  is  identified
relative to the  dependencies on third-party  systems.  While the Company is not
presently aware of any such significant exposure, there can be no guarantee that
the systems of third parties  on which the Company relies will be converted in a
timely manner or that a failure to properly convert by another company would not
have a material adverse effect on the Company.


                                       14




<PAGE>

        The Company also purchased a new Year 2000 compliant financial reporting
and  distribution  system  that was made  operational  on January  4, 1999.  The
decision to purchase  this new system at a cost of more than $1 million was made
by management in order to effectively handle the increasing  financial reporting
and analysis needs of the Company in the years to come as the Company  continues
at its rapid growth rate.


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. The Company does not
have any derivative financial instruments in place as of June 30, 1999.

        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 three such credit facilities.  At June
30, 1999, there was an aggregate of approximately  $325 million of variable rate
debt  outstanding  under  these  facilities.  The  facilities  are priced with a
variable  rate based on LIBOR or a base rate,  plus, in each case, an applicable
margin.  The  Company  has no interest  rate swaps or other  hedging  facilities
relating to these credit facilities.  These facilities  represent  approximately
45% of the Company's outstanding long-term debt. Changes in interest rate do not
have a direct impact on interest  expense  relating to the remaining  fixed rate
debt facilities.

        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 gain or losses
or cumulative unrealized  translation  adjustments relating to its international
subsidiaries  depending on the inflationary  environment of the country in which
the Company operates.































                                       15

<PAGE>

PART II.       Other Information

Item 1. Legal Proceedings

        The Company currently is a defendant in certain  litigation  proceedings
alleging  certain  violations of the  Americans  with  Disabilities  Act of 1990
relating  to the  accessibility  of certain  theatre  seating  to patrons  using
wheelchairs. In August 1998, the judge presiding over one of these cases granted
plaintiffs  motion for summary  judgement  ruling the Company's  stadium theatre
design is in  violation  of the ADA.  The  Company  is  appealing  this  ruling.
Although the Company  cannot predict the outcome of the appeal or the outcome of
the other cases, management believes that the Company's potential liability with
respect to such  proceedings  is not material in the  aggregate to the Company's
financial position, results of operations and cash flows.

        Reference is also made to Item 3 of the Company's  Annual Report on Form
10-K for the fiscal year ended December 31, 1998.

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 six  months of 1999  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 Sheet
                           (unaudited) as of June 30, 1999

                           Condensed Consolidating Statement of
                           Income (unaudited) for the six months
                           ended June 30, 1999

                           Condensed Consolidating Statement of
                           Cash Flow (unaudited) for the six months
                           ended June 30, 1999

        b)     Reports on Form 8-K

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

                                       16



<PAGE>
<TABLE>
<CAPTION>

                       CINEMARK USA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                               AS OF JUNE 30, 1999
                                   (Unaudited)

                                                      Restricted     Unrestricted
                                                         Group           Group        Eliminations        TOTAL
                                                     -----------    --------------   --------------    --------------
<S>                                                 <C>             <C>              <C>               <C>
                    ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                          $ 2,716,297     $ 5,212,603             $ -       $ 7,928,900
    Inventories                                          3,128,356         934,672               -         4,063,028
    Co-op advertising and other receivables            (14,788,778)     35,462,259        (235,441)       20,438,040
    Tax receivable                                       5,488,846               -               -         5,488,846
    Prepaid expenses and other                           1,782,631         532,214               -         2,314,845
                                                     ----------------------------------------------------------------
       Total current assets                             (1,672,648)     42,141,748        (235,441)       40,233,659

THEATRE PROPERTIES AND EQUIPMENT                       897,525,951     115,214,210               -     1,012,740,161
    Less accumulated depreciation and amortization    (152,098,153)    (12,214,746)              -      (164,312,899)
                                                     ----------------------------------------------------------------
       Theatre properties and equipment - net          745,427,798     102,999,464               -       848,427,262

OTHER ASSETS:
    Certificates of deposit                                      -         209,275               -           209,275
    Investments in and advances to affiliates          111,107,685       2,374,277    (110,265,439)        3,216,523
    Goodwill - net                                      10,676,993       5,799,962               -        16,476,955
    Deferred charges and other - net                    37,401,042      15,582,186               -        52,983,228
                                                     ----------------------------------------------------------------
       Total other assets                              159,185,720      23,965,700    (110,265,439)       72,885,981
                                                     ----------------------------------------------------------------
TOTAL                                                 $902,940,870   $ 169,106,912    $(110,500,880)   $ 961,546,902
                                                     ================================================================

        LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt                    $ 276,718     $ 1,512,453             $ -         1,789,171
    Accounts payable and accrued expenses               76,612,357      12,872,571               -        89,484,928
                                                     ----------------------------------------------------------------
       Total current liabilities                        76,889,075      14,385,024               -        91,274,099

LONG-TERM LIABILITIES:

    Senior credit agreements                           312,728,991      38,058,306               -       350,787,297
    Senior subordinated debt                           380,258,943               -               -       380,258,943
    Deferred lease expenses                             15,338,461         204,707               -        15,543,168
    Deferred gain on sale leaseback                      6,626,667               -               -         6,626,667
    Deferred income taxes                               21,147,600               -               -        21,147,600
                                                     ----------------------------------------------------------------
       Total long-term liabilities                     736,100,662      38,263,013               -       774,363,675

MINORITY INTERESTS IN SUBSIDIARIES                       5,647,501      30,622,684               -        36,270,185

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, 234,073 shares issued                49,537,607      10,901,000     (10,901,000)       49,537,607
    Additional paid-in-capital                          13,790,731      99,599,880     (99,599,880)       13,790,731
    Unearned compensation - stock options               (3,530,631)              -               -        (3,530,631)
    Retained earnings                                   60,560,955      (5,389,431)       (525,000)       54,646,524
    Treasury stock, 57,211 Class B shares at cost      (24,198,890)              -               -       (24,198,890)
    Distributions                                                -        (525,000)        525,000                 -
    Other accumulated comprehensive income             (11,856,155)    (18,750,258)              -       (30,606,413)
                                                     ----------------------------------------------------------------
       Total shareholders' equity                       84,303,632      85,836,191    (110,500,880)       59,638,943
                                                     ----------------------------------------------------------------
TOTAL                                                 $902,940,870   $ 169,106,912    $(110,500,880)   $ 961,546,902
                                                     ================================================================
</TABLE>

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


                                       17

<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                   (Unaudited)

                                                             Restricted       Unrestricted
                                                               Group             Group        Eliminations       TOTAL
                                                           --------------  -----------------  --------------  --------------
<S>                                                       <C>              <C>                <C>             <C>
REVENUES:
    Admissions                                              $ 177,049,476      $29,988,071             $ -     $207,037,547
    Concessions                                                92,691,358        8,762,487               -      101,453,845
    Other                                                      13,402,641        1,508,540        (268,516)      14,642,665
                                                           -----------------------------------------------------------------
                  Total                                       283,143,475       40,259,098        (268,516)     323,134,057

COSTS AND EXPENSES:
   Cost of operations
       Film rentals and advertising                            95,777,515       14,582,501               -      110,360,016
       Concession supplies                                     14,105,605        2,901,473               -       17,007,078
       Salaries and wages                                      35,877,133        4,733,415               -       40,610,548
       Facility leases                                         36,346,983        6,398,417               -       42,745,400
       Utilities and other                                     41,941,103        5,259,209        (268,516)      46,931,796
                                                           -----------------------------------------------------------------
                  Total                                       224,048,339       33,875,015        (268,516)     257,654,838

    General and administrative expenses                        12,747,851        3,753,037               -       16,500,888
    Depreciation and amortization                              19,179,400        4,781,203               -       23,960,603
                                                           -----------------------------------------------------------------
                  Total                                       255,975,590       42,409,255        (268,516)     298,116,329

OPERATING INCOME                                               27,167,885       (2,150,157)              -       25,017,728

OTHER INCOME (EXPENSE)
    Interest expense                                          (24,693,933)      (1,780,289)              -      (26,474,222)
    Amortization of debt issue cost                              (359,753)         (47,917)              -         (407,670)
    Amortization of bond discount                                 (87,250)               -               -          (87,250)
    Dividend income                                               525,000                -        (525,000)               -
    Interest income                                               747,701          536,168               -        1,283,869
    Gain on sale of assets and other                               (5,136)           5,373               -              237
    Foreign currency exchange gain (loss)                            (299)             (81)              -             (380)
    Equity in income of affiliates                                 45,631           67,495               -          113,126
    Minority interests in subsidiaries                           (154,086)       1,144,896               -          990,810
                                                           -----------------------------------------------------------------
                  Total                                       (23,982,125)         (74,355)       (525,000)     (24,581,480)
                                                           -----------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES AND
    CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE                   3,185,760       (2,224,512)       (525,000)         436,248

Income taxes (benefit)                                              1,560          924,744               -          926,304
                                                           -----------------------------------------------------------------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT
    OF AN ACCOUNTING CHANGE                                     3,184,200       (3,149,256)       (525,000)        (490,056)

Cumulative effect of a change in accounting principle
     - net of tax benefit                                        (500,857)      (2,467,780)               -      (2,968,637)
                                                           -----------------------------------------------------------------
NET INCOME (LOSS)                                             $ 2,683,343     $ (5,617,036)     $ (525,000)    $ (3,458,693)
                                                           =================================================================

</TABLE>

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


                                       18



<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                   (Unaudited)

                                                              Restricted      Unrestricted
                                                                Group             Group        Eliminations       TOTAL
                                                            ---------------  ---------------  ---------------  -------------
<S>                                                        <C>               <C>              <C>             <C>
OPERATING ACTIVITIES:
    Net Income (loss)                                          $ 2,683,343     $ (5,617,036)     $ (525,000)   $ (3,458,693)

    Noncash items in net income:
       Depreciation                                             18,846,668        5,125,357               -      23,972,025
       Amortization - goodwill and other assets                    692,484         (296,236)              -         396,248
       Amortization of gain on sale leaseback                     (176,875)               -               -        (176,875)
       Deferred lease expenses                                     877,291           87,130               -         964,421
       Amortization of prepaid leases                              183,546          211,228                         394,774
       Deferred income tax expense                               5,242,144         (208,886)              -       5,033,258
       Amortization of debt discount and premium                   (14,255)               -               -         (14,255)
       Amortized compensation - stock options                      712,275                -               -         712,275
       Gain on sale of assets                                        5,136           (5,373)              -            (237)
       Equity in income of affiliates                              (45,631)         (67,495)              -        (113,126)
       Minority interests in income (loss) of subsidiaries         154,086       (1,144,896)              -        (990,810)
       Cumulative effect of an accounting change                   500,857        2,885,350               -       3,386,207

    Cash provided by (used for) operating working capital:
       Inventories                                                 (31,521)        (439,802)              -        (471,323)
       Co-op advertising and other receivables                    (730,601)      (7,293,151)              -      (8,023,752)
       Prepaid expenses and other                                 (177,353)        (176,278)              -        (353,631)
       Accounts payable and accrued expenses                   (11,483,953)       6,243,065               -      (5,240,888)
       Income tax receivable/payable                            (2,456,204)               -               -      (2,456,204)
                                                            ----------------------------------------------------------------
           Net cash used for operating activities               14,781,437         (697,023)       (525,000)     13,559,414

INVESTING ACTIVITIES:
    Additions to Theatre properties and equipment              (98,991,119)      (6,706,658)              -    (105,697,777)
    Sale of Theatre properties and equipment                       288,209          359,519               -         647,728
    Decrease in certificates of deposit                          2,244,854        1,601,967               -       3,846,821
    Decrease (increase) in other assets, investments in
       and advances to affiliates                              (15,581,382)      10,146,387         525,000      (4,909,995)
                                                            ----------------------------------------------------------------
       Net cash provided by (used for) investing activities   (112,039,438)       5,401,215         525,000    (106,113,223)

FINANCING ACTIVITIES:
    Decrease in long-term debt                                 (14,245,775)        (676,898)                    (14,922,673)
    Increase in long-term debt                                  98,013,844          391,340               -      98,405,184
    Minority investment in subsidiaries, net                    (1,119,688)      (7,116,267)              -      (8,235,955)
                                                            ----------------------------------------------------------------
       Net cash provided by (used for) financing activities     82,648,381       (7,401,825)              -      75,246,556

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  -         (409,715)              -        (409,715)
                                                            ----------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               (14,609,620)      (3,107,348)              -     (17,716,968)

CASH AND CASH EQUIVALENTS:
    Beginning of period                                         17,325,917        8,319,951               -      25,645,868
                                                            ----------------------------------------------------------------
    End of period                                              $ 2,716,297      $ 5,212,603             $ -     $ 7,928,900
                                                            ================================================================
</TABLE>

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

                                       19



<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:    August 11, 1999


                                                  /s/Jeffrey J. Stedman
                                                  Jeffrey J. Stedman
                                                  Senior Vice President and
                                                  Chief Financial Officer































                                       20