<PAGE>
                       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, 2000



                               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 ____

    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 November  7, 2000,  1,500  shares of Class A Common  Stock and 185,735
shares of Class B Common  Stock  (including  options to acquire  8,358 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, 2000 (unaudited)
                    and December 31, 1999                                    3

                  Condensed Consolidated Statements of Operations
                    (unaudited) for the three and nine month
                    periods ended September 30, 2000 and 1999                4

                  Condensed Consolidated Statements of Cash
                    Flows (unaudited) for the nine month
                    periods ended September 30, 2000 and 1999                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                                       18


PART II             OTHER INFORMATION

      Item 1.     Legal Proceedings                                         19

      Item 2.     Changes in Securities and Use of Proceeds                 19

      Item 3.     Defaults Upon Senior Securities                           19

      Item 4.     Submission of Matters to a Vote of Security Holders       19

      Item 5.     Other Information                                         19

      Item 6.     Exhibits and Reports on Form 8-K                          20

SIGNATURES                                                                  24















                                        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,
                                                                                   2000               1999
                                                                                (Unaudited)
                                                                            ------------------------------------
                                     ASSETS
<S>                                                                         <C>                <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                $    6,904,318     $    8,872,157
    Inventories                                                                   3,237,913          4,734,520
    Co-op advertising and other receivables                                       7,832,123         12,067,471
    Income tax receivable                                                           151,230          2,036,146
    Prepaid expenses and other                                                    2,863,503          7,508,722
                                                                            ------------------------------------
      Total current assets                                                       20,989,087         35,219,016

THEATRE PROPERTIES AND EQUIPMENT                                              1,176,699,543      1,107,786,308
    Less accumulated depreciation and amortization                             (224,731,425)      (173,827,249)
                                                                            ------------------------------------
      Theatre properties and equipment - net                                    951,968,118        933,959,059

OTHER ASSETS:
    Investments in and advances to affiliates                                     9,618,193          2,289,553
    Goodwill - net                                                               17,514,510         18,619,715
    Deferred charges and other - net                                             44,064,895         51,773,896
                                                                            ------------------------------------
      Total other assets                                                         71,197,598         72,683,164
                                                                            ------------------------------------
TOTAL                                                                        $1,044,154,803     $1,041,861,239
                                                                            ====================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt                                        $   15,135,852     $   21,420,579
    Accounts payable and accrued expenses                                        90,876,555        128,611,615
                                                                            ------------------------------------
      Total current liabilities                                                 106,012,407        150,032,194

LONG-TERM LIABILITIES:
    Senior credit agreements                                                    412,363,989        376,747,810
    Senior subordinated notes                                                   380,223,309        380,244,689
    Deferred lease expenses                                                      19,403,636         16,188,800
    Deferred gain on sale leaseback                                               5,195,941          5,470,381
    Deferred income taxes                                                        12,096,358         18,088,004
    Deferred revenues                                                            20,446,813          1,426,472
                                                                            ------------------------------------
      Total long-term liabilities                                               849,730,046        798,166,156

MINORITY INTERESTS IN SUBSIDIARIES                                               30,377,616         29,812,343

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, 234,622 and 234,073 shares issued, respectively                49,538,156         49,537,607
    Additional paid-in-capital                                                   13,641,431         13,733,221
    Unearned compensation - stock options                                        (2,275,808)        (3,131,680)
    Retained earnings                                                            54,053,478         59,140,652
    Treasury stock, 57,245 and 57,211 Class B shares at cost, respectively      (24,232,890)       (24,198,890)
    Accumulated other comprehensive loss                                        (32,689,648)       (31,230,379)
                                                                            ------------------------------------
      Total shareholders' equity                                                 58,034,734         63,850,546
                                                                            ------------------------------------
TOTAL                                                                        $1,044,154,803     $1,041,861,239
                                                                            ====================================
</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,
                                                                   2000              1999               2000             1999
                                                             ---------------------------------    ---------------------------------
<S>                                                          <C>               <C>                <C>              <C>
REVENUES:
   Admissions                                                 $ 143,216,739     $ 136,571,435      $ 379,117,086    $ 343,608,982
   Concessions                                                   65,491,579        65,430,836        174,371,953      166,884,681
   Other                                                         11,371,605         8,551,785         29,435,165       23,194,450
                                                             ---------------------------------    ---------------------------------
        Total                                                   220,079,923       210,554,056        582,924,204      533,688,113

COSTS AND EXPENSES:
   Cost of operations:
      Film rentals and advertising                               76,481,575        73,130,909        199,560,346      183,490,925
      Concession supplies                                        11,778,619        11,848,441         31,439,356       28,855,519
      Salaries and wages                                         22,488,108        21,965,254         65,065,698       62,575,802
      Facility leases                                            28,307,593        22,257,551         80,999,825       65,002,951
      Utilities and other                                        26,393,697        27,202,248         76,990,954       74,134,044
                                                             ---------------------------------    ---------------------------------
        Total                                                   165,449,592       156,404,403        454,056,179      414,059,241

   General and administrative expenses                            8,673,443         8,378,683         28,076,731       24,879,571
   Depreciation and amortization                                 17,506,052        13,955,873         47,448,462       37,916,476
   Asset impairment loss                                            231,980         1,550,000          1,846,980        1,550,000
   (Gain) loss on sale of assets                                  2,454,493           891,712          2,569,302          891,475
                                                             ---------------------------------    ---------------------------------
        Total                                                   194,315,560       181,180,671        533,997,654      479,296,763

OPERATING INCOME                                                 25,764,363        29,373,385         48,926,550       54,391,350

OTHER INCOME (EXPENSE):
   Interest expense                                             (18,675,244)      (15,289,827)       (54,020,995)     (41,764,049)
   Amortization of debt issue cost                                 (201,869)         (225,175)          (605,607)        (632,845)
   Amortization of bond discount                                    (43,625)          (43,625)          (130,875)        (130,875)
   Interest income                                                  363,708           550,260            845,302        1,834,129
   Foreign currency exchange gain (loss)                            101,986           121,730             80,273          121,350
   Equity in income (loss) of affiliates                             33,240           (35,771)            20,346           77,355
   Minority interests in (income) loss of subsidiaries             (609,684)         (890,448)          (766,611)         100,362
                                                             ---------------------------------    ---------------------------------
        Total                                                   (19,031,488)      (15,812,856)       (54,578,167)     (40,394,573)
                                                             ---------------------------------    ---------------------------------

INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE
   EFFECT OF AN ACCOUNTING CHANGE                                 6,732,875        13,560,529         (5,651,617)      13,996,777

Income taxes (benefit)                                            2,407,950         5,253,301           (564,443)       6,179,605
                                                             ---------------------------------    ---------------------------------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
   AN ACCOUNTING CHANGE                                           4,324,925         8,307,228         (5,087,174)       7,817,172

Cumulative effect of a change in an accounting principle
   - net of tax benefit of $417,570                                       -                 -                  -       (2,968,637)
                                                             ---------------------------------    ---------------------------------
NET INCOME (LOSS)                                               $ 4,324,925       $ 8,307,228       $ (5,087,174)     $ 4,848,535
                                                             =================================    =================================

EARNINGS PER SHARE:
   Basic:
      Income (loss) before cumulative effect of an
           accounting change                                        $ 24.18           $ 46.58           $ (28.47)         $ 43.83
      Cumulative effect of an accounting change                           -                 -                  -           (16.65)
                                                             ---------------------------------    ---------------------------------
      Net Income (loss)                                             $ 24.18           $ 46.58           $ (28.47)         $ 27.18
                                                             =================================    =================================

   Diluted:
      Income (loss) before cumulative effect of an
           accounting change                                        $ 22.62           $ 43.32           $ (28.47)         $ 40.76
      Cumulative effect of an accounting change                           -                 -                  -           (15.48)
                                                             ---------------------------------    ---------------------------------
      Net Income (loss)                                             $ 22.62           $ 43.32           $ (28.47)         $ 25.28
                                                             =================================    =================================
</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,
                                                                                   2000                  1999
                                                                              ------------------------------------
<S>                                                                           <C>                   <C>
OPERATING ACTIVITIES:
     Net income (loss)                                                         $ (5,087,174)         $ 4,848,535

     Noncash items in net income:
        Depreciation                                                             46,049,130           37,145,230
        Amortization - goodwill and other assets                                  1,399,332            1,404,091
        Loss on impairment of assets                                              1,846,980            1,550,000
        Amortization of gain on sale leaseback                                     (274,440)            (164,190)
        Deferred lease expenses                                                   3,214,836            1,207,541
        Amortization of prepaid leases                                            1,913,045              758,756
        Deferred income tax expense                                              (5,991,646)           6,801,594
        Amortization of debt discount and premium                                   (21,380)             (21,382)
        Amortized compensation - stock options                                      728,074              887,662
        Compensation expense related to repurchase of stock options                 103,584                    -
        (Gain) loss on sale of assets                                             2,569,302              891,475
        Equity in (income) loss of affiliates                                       (20,346)             (77,355)
        Minority interests in income (loss) of subsidiaries                         766,611             (100,362)
        Cumulative effect of an accounting change                                         -            3,386,207

     Cash provided by (used for) operating working capital:
        Inventories                                                               1,496,607             (628,839)
        Co-op advertising and other receivables                                   4,235,348           (6,692,976)
        Prepaid expenses and other                                                4,645,219           (1,789,883)
        Accounts payable and accrued expenses                                   (37,735,060)          11,453,992
        Income tax receivable/payable                                             1,884,916             (713,314)
                                                                              ------------------------------------
           Net cash provided by (used for) operating activities                  21,722,938           60,146,782

INVESTING ACTIVITIES:
     Additions to Theatre properties and equipment                              (88,802,666)        (169,383,765)
     Sale of Theatre properties and equipment                                    18,962,925            1,472,410
     Decrease in certificates of deposit                                                  -            4,056,096
     Decrease (increase) in investments in and advances to affiliates            (7,308,294)           9,394,870
     Decrease (increase) in deferred charges and other                            5,501,829          (18,727,756)
                                                                              ------------------------------------
        Net cash provided by (used for) investing activities                    (71,646,206)        (173,188,145)

FINANCING ACTIVITIES:
     Decrease in long-term debt                                                 (72,775,354)         (19,385,516)
     Increase in long-term debt                                                 102,106,806          136,576,424
     Increase in deferred revenues                                               19,020,341            3,900,963
     Purchase of treasury stock                                                     (34,000)                   -
     Repurchase of stock options                                                    (67,452)                   -
     Common stock issued for options exercised                                          425                    -
     Minority investment in subsidiaries, net                                      (201,338)         (21,103,840)
                                                                              ------------------------------------
        Net cash provided by (used for) financing activities                     48,049,428           99,988,031

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                             (93,999)            (111,651)
                                                                              ------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (1,967,839)         (13,164,983)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                          8,872,157           25,645,868
                                                                              ------------------------------------
     End of period                                                              $ 6,904,318         $ 12,480,885
                                                                              ====================================
</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 32 states, Canada, Mexico, Argentina,  Brazil, Chile,
Ecuador,  Peru, Honduras, El Salvador,  Nicaragua,  Costa Rica and Colombia. The
Company  operates 2,870 screens in 265 theatres and manages an additional  three
theatres (23 screens) at September 30, 2000.

        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, 1999 and  December 31, 1999 amounts to conform
with the September 30, 2000 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, 1999,  included in the Annual Report filed on Form 10-K by the Company under
the Securities Exchange Act of 1934 on March 30, 2000. Operating results for the
nine months  ended  September  30, 2000 are not  necessarily  indicative  of the
results to be achieved for the full year.


2.  Earnings Per Share

       Earnings 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 per
share.


<TABLE>
<CAPTION>
                                                                  Three Months Ended            Nine Months Ended
                                                                     September 30,                September 30,
                                                                  2000          1999           2000           1999
                                                               -----------------------      ------------------------
<S>                                                            <C>           <C>            <C>            <C>
Net income (loss) (in thousands)                                 $4,325        $8,307        $(5,087)        $4,848
                                                                 ======        ======        ========        ======

Basic:
    Weighted average common shares outstanding                  178,877       178,362         178,716       178,362
                                                                =======       =======         =======       =======

    Earnings (loss) per common share                             $24.18        $46.58        $(28.47)        $27.18
                                                                 ======        ======        ========        ======

Diluted:
    Weighted average common shares outstanding                  178,877       178,362         178,716       178,362
    Common equivalent shares for stock options                   12,318        13,409               -        13,409
                                                                -------       -------         -------       -------
    Weighted average shares outstanding                         191,195       191,771         178,716       191,771
                                                                =======       =======         =======       =======

Earnings (loss) per common and common equivalent share           $22.62        $43.32        $(28.47)        $25.28
                                                                 ======        ======        ========        ======
</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.


3. FAS 130 - Comprehensive Income (Loss)

        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  (loss) and its  components  in the  financial
statements.   The   following   components   are   reflected  in  the  Company's
comprehensive loss:


<TABLE>
<CAPTION>
                                                     Three Months Ended                    Nine Months Ended
                                                        September 30,                        September 30,
                                                    2000             1999               2000               1999
                                                ------------------------------     ---------------------------------
<S>                                             <C>              <C>               <C>               <C>
Net income (loss)                                $4,324,925       $8,307,228        $(5,087,174)      $  4,848,535
Foreign currency translation adjustment           1,236,478       (1,701,936)        (1,459,269)       (15,111,651)
                                                ------------------------------     ---------------------------------
Comprehensive income (loss)                      $5,561,403       $6,605,292        $(6,546,443)      $(10,263,116)
                                                ==============================     =================================
</TABLE>


4.  Foreign Currency Translation

     The  accumulated  other  comprehensive  loss  in  shareholders'  equity  of
$32,689,648  and  $31,230,379  at  September  30, 2000 and  December  31,  1999,
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 1999 and 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 1999 and 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,  2000,  the total assets of
Cinemark del Ecuador S.A. were approximately $4 million.


5.   (Gain) Loss on Sale of Assets

         In 1999, the Company adopted Staff  Accounting  Bulletin (SAB) No. 101,
"Revenue Recognition in Financial  Statements,"  requiring that gains and losses
on sale of assets be recorded as a component of operating income.  The Company's
practice  had been to  classify  these  gains  and  losses as other  income  and
expense.  As a result  of the new  accounting  pronouncement,  the  Company  has
reclassified  the (gain) loss on sale of assets of $891,712  and  $891,475  from
other income and expense to be included as a component  of operating  income for
the three and nine month periods ended  September  30, 1999,  respectively.  The
comparable  (gain)  loss on sale of assets  amount  in the three and nine  month
periods ended September 30, 2000 is $2,454,493 and $2,569,302, respectively.


                                       7


<PAGE>
6.   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 and Canada                       $152,966
          Mexico                                                -
          Brazil                                          552,488
          Other Foreign Countries                       2,263,183
                                                       ----------
                                                       $2,968,637
                                                       ==========


7.  Supplemental Cash Flow Information

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


                                             Nine Months Ended September 30,
                                                2000                 1999
                                            -----------          -----------
          Cash paid for interest            $61,298,515          $53,093,218
          Cash paid for income taxes          2,859,952            2,506,399


8.  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,  Canada,  Mexico,  Argentina,   Brazil,  Chile,  Ecuador,  Peru,
Honduras,  El  Salvador,  Nicaragua,  Costa  Rica  and  Colombia.  Revenues  and
long-lived  assets in the United  States and  Canada,  Mexico,  Brazil and other
foreign countries for the nine months ended September 30 are as follows:


<TABLE>
<CAPTION>
                       United States                                         Other Foreign
                         and Canada          Mexico            Brazil          Countries        Eliminations      Consolidated
                      ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
2000
----
<S>                   <C>               <C>               <C>               <C>               <C>               <C>

Total revenues          $436,658,403       $47,165,348       $46,974,660       $52,831,844        $(706,051)      $582,924,204
                      ===============   ===============   ===============   ===============   ===============   ===============

Long-lived assets,
net                      742,573,052        67,104,671        69,477,639        72,812,756                 -       951,968,118
                      ===============   ===============   ===============   ===============   ===============   ===============


1999

Total revenues          $416,200,279       $41,860,493       $29,081,211       $47,038,976        $(492,846)      $533,688,113
                      ===============   ===============   ===============   ===============   ===============   ===============

Long-lived assets,
net                      721,399,017        58,760,210        50,162,857        61,887,917                 -       892,210,001
                      ===============   ===============   ===============   ===============   ===============   ===============
</TABLE>


                                       8


<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.  The Company has
generally  experienced  increases in average admission  revenues per patron from
ticket price  increases as well as the  development  of theatres in markets that
can  support  higher  ticket  prices.  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.  Advertising cost
is primarily  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  remained  relatively  constant  when  expressed as a  percentage  of
revenues as screen growth results in the addition of new or larger directory ads
which help 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. As a result of two
sale  leaseback  transactions  which  occurred in 1998, the addition of a larger
proportion of leased theatre  properties has resulted in an increase in facility
lease  expense as a  percentage  of  revenues  in 1999 and 2000 as  compared  to
earlier years.

       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.







                                        9


<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,
                                                               2000         1999        2000         1999

<S>                                                          <C>          <C>          <C>          <C>
      Revenues:
        Admissions                                             65.1         64.9         65.0         64.4
        Concessions                                            29.8         31.1         29.9         31.3
        Other                                                   5.1          4.0          5.1          4.3
                                                             -------      -------      -------      -------
      Total revenues                                          100.0        100.0        100.0        100.0

      Cost of operations                                       75.2         74.3         77.9         77.6
      General and administrative expenses                       3.9          4.0          4.8          4.7
      Depreciation and amortization                             8.0          6.6          8.2          7.1
      Asset impairment loss                                     0.1          0.7          0.3          0.3
      (Gain) loss on sale of assets                             1.1          0.4          0.4          0.1
                                                             -------      -------      -------      -------
      Total operating expenses                                 88.3         86.0         91.6         89.8
                                                             -------      -------      -------      -------

      Operating income                                         11.7         14.0          8.4         10.2

      Interest expense                                         (8.5)        (7.3)        (9.3)        (7.8)
      Other income (expense)                                   (0.1)        (0.3)        (0.1)         0.2
                                                             -------      -------      -------      -------
      Income (loss) before income taxes and
         cumulative effect of an accounting change              3.1          6.4         (1.0)         2.6
      Income taxes (benefit)                                    1.1          2.5         (0.1)         1.1
                                                             -------      -------      -------      -------
      Income (loss) before cumulative effect
         of an accounting change                                2.0          3.9         (0.9)         1.5
      Cumulative effect of an accounting change                   -            -            -         (0.6)
                                                             -------      -------      -------      -------
      Net income (loss)                                         2.0          3.9         (0.9)         0.9
                                                             =======      =======      =======      =======
</TABLE>


Third quarter ended September 30, 2000 and 1999.

Revenues

        Revenues for the third  quarter ended  September  30, 2000  increased to
$220.1  million from $210.6  million for the third quarter  ended  September 30,
1999,  a 4.5%  increase.  The  increase  in  revenues  for the third  quarter is
primarily  attributable to a 3.2% increase in admissions and concession revenues
per patron in the third quarter of 2000 as compared to the third quarter of 1999
and a 33.0% increase in other revenues  (primarily  screen  advertising)  in the
third quarter of 2000 as compared to the third quarter of 1999.  Attendance  for
the third quarter of 2000 was flat in comparison with the third quarter of 1999.



                                       10


<PAGE>
Cost of Operations

       Cost of  operations,  as a percentage of revenues,  increased to 75.2% in
the third quarter of 2000 from 74.3% in the third quarter of 1999.  The increase
as a percentage of revenues  resulted from an increase in facility lease expense
as a  percentage  of  revenues  to 12.9% in 2000 from  10.6% in 1999,  partially
offset by a decrease in salaries and wages as a percentage  of revenues to 10.2%
in 2000 from 10.4% in 1999 and a decrease in utilities  and other  expenses as a
percentage of revenues to 12.0% in 2000 from 12.9% in 1999.


General and Administrative Expenses

     General and  administrative  expenses as a  percentage  of revenues for the
third quarter ended September 30, 2000 of 3.9% were  relatively  consistent with
the third quarter ended September 30, 1999.

        The absolute level of general and  administrative  expenses increased to
$8.7 million in the third quarter of 2000 from $8.4 million in the third quarter
of 1999.  The increase in general and  administrative  expenses is attributed to
costs  associated with the worldwide growth (net addition of 346 screens) of the
Company since the third quarter ended September 30, 1999 and the additional rent
expense related to the Company's  corporate office that was sold and leased back
in December 1999.


Depreciation and Amortization

        Depreciation  and  amortization  increased 25.0% to $17.5 million in the
third  quarter of 2000 from  $14.0  million  in the third  quarter of 1999.  The
increase is a result of the net addition of $111 million in theatre property and
equipment since the third quarter of 1999, a 10.4%  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.


Asset Impairment Loss

        The Company recorded asset  impairment  charges of $0.2 million and $1.6
million  in the  third  quarter  of 2000 and  1999,  respectively,  pursuant  to
Statement of Financial  Standards No. 121 (FASB 121).  In  accordance  with FASB
121, the Company wrote down the assets of certain theatres to their fair value.


Interest Expense

        Interest costs incurred,  including  amortization of debt issue cost and
bond discount, increased 15.2% during the third quarter of 2000 to $18.9 million
(including  capitalized  interest to properties under  construction)  from $16.4
million  (including  capitalized  interest)  in the third  quarter of 1999.  The
increase  in  interest  costs  incurred  for the third  quarter  of 2000 was due
principally to an increase in average debt outstanding resulting from borrowings
under  the  Company's  Credit  Facility  and  increased  interest  rates  on the
Company's variable rate debt.


Income Taxes

        Income tax expense of $2.4 million was recorded for the third quarter of
2000 as compared to income tax expense of $5.3  million in the third  quarter of
1999.  The Company's  effective  rate for the third quarter of 2000 was 35.8% as
compared to 38.7% for the third quarter of 1999.


                                       11


<PAGE>
Nine month period ended September 30, 2000 and 1999.

Revenues

     The Company  generated  revenues for the nine month period ended  September
30, 2000 (the "2000  period") of $582.9  million  compared to $533.7 million for
the nine months ended September 30, 1999 (the "1999  period"),  a 9.2% increase.
The increase in revenues for the 2000 period is primarily attributable to a 4.7%
increase in attendance for the 2000 period versus the 1999 period as a result of
the net addition of 346 screens  since the third  quarter  ended  September  30,
1999, a 3.5% increase in admissions  and  concession  revenues per patron in the
2000  period  as  compared  to the 1999  period  and a 26.9%  increase  in other
revenues  (primarily screen  advertising) for the 2000 period as compared to the
1999 period.

Cost of Operations

       Cost of  operations,  as a percentage of revenues,  increased to 77.9% in
the 2000  period  from  77.6% for the same  period in 1999.  The  increase  as a
percentage of revenues  resulted from an increase in facility lease expense as a
percentage of revenues to 13.9% in the 2000 period from 12.2% in the 1999 period
and an increase in concession expense as a percentage of concession  revenues to
18.0% in the 2000  period  from  17.3% in the  1999  period  as a result  of the
greater number of  international  theatres in operation,  partially  offset by a
decrease in film rental and  advertising  costs as a  percentage  of  admissions
revenues  to 52.6% in the 2000  period from 53.4% in the 1999 period as a result
of lower film  terms,  a  decrease  in  salaries  and wages as a  percentage  of
revenues  to 11.2% in 2000 from 11.7% in 1999 and a decrease  in  utilities  and
other expenses as a percentage of revenues to 13.2% in 2000 from 13.9% in 1999.


General and Administrative Expenses

     General and  administrative  expenses as a  percentage  of revenues for the
2000 period of 4.8% were relatively consistent with the 1999 period.

        The absolute level of general and  administrative  expenses increased to
$28.1  million in the 2000 period  from $24.9  million in the 1999  period.  The
increase  in  general  and  administrative   expenses  is  attributed  to  costs
associated  with the  worldwide  growth  (net  addition  of 346  screens) of the
Company  between the 1999 period end and the 2000 period end and the  additional
rent expense related to the Company's  corporate office that was sold and leased
back in December 1999.


Depreciation and Amortization

        For the 2000 period,  depreciation and  amortization  increased 25.1% to
$47.4 million from $37.9 million in the 1999 period. The increase is a result of
the net addition of $111 million in theatre  property  and  equipment  since the
third  quarter of 1999,  a 10.4%  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.


Asset Impairment Loss

        The Company has recorded  asset  impairment  charges of $1.8 million and
$1.6  million in the 2000  period and 1999  period,  respectively,  pursuant  to
Statement of Financial  Standards No. 121 (FASB 121).  In  accordance  with FASB
121, the Company wrote down the assets of certain theatres to their fair value.


                                       12


<PAGE>
Interest Expense

        Interest costs incurred in the 2000 period,  including  amortization  of
debt issue cost and bond discount,  increased 20.2% to $55.3 million  (including
capitalized  interest  to  properties  under  construction)  from $46.0  million
(including  capitalized  interest) in the 1999 period.  The increase in interest
costs incurred for the 2000 period was due principally to an increase in average
debt  outstanding  resulting from borrowings under the Company's Credit Facility
and increased interest rates on the Company's variable rate debt.


Income Taxes

        An income tax benefit of $0.6  million was  recorded for the 2000 period
as  compared  to income tax  expense of $6.2  million  in the 1999  period.  The
Company's  effective tax rate for the 2000 period was 10.0% as compared to 44.2%
for the 1999 period. The decrease in the effective tax rate from the 1999 period
to the 2000  period is a result of the  decrease  in the  percentage  of foreign
disallowed losses to total worldwide income (loss).


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 87% of the screens operated by the Company
having been built since January 1, 1990. The Company's investing activities have
been  principally in connection  with new theatre  openings and  acquisitions of
existing theatres and theatre circuits.  As of November 7, 2000, the Company has
opened 6 theatres  (102  screens)  during 2000 and has 2 theatres  (29  screens)
under  construction  and  scheduled  to open in the United  States by the end of
2000. The Company is presently  committed to opening an additional 41 screens in
the U.S.  in 2001  and 2002  combined.  As of  November  7,  2000,  the  Company
estimates that its remaining  capital  expenditures for the development of these
172  screens  in the U.S.  in 2000,  2001 and  2002  will be  approximately  $30
million.  Actual  expenditures for theatre  development and acquisitions  during
2000,  2001 and 2002 are  subject  to  change  based  upon the  availability  of
attractive  opportunities  for  expansion  of  the  Company's  theatre  circuit.
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.  The Company  plans to fund capital  expenditures  for its continued
development and/or the purchase of debt securities,  if any, from cash flow from
operations,  borrowings under the Credit Facility,  proceeds from sale leaseback
transactions  and/or  sales of excess real estate.  As of November 7, 2000,  the
Company  owned  approximately  $300  million  of real  estate  and  improvements
resulting  from the  development  of megaplex  facilities  over the last several
years.

        In August  1996,  the Company  issued $200 million  principal  amount of
Series B Senior  Subordinated  Notes due 2008 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.  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.


                                       13


<PAGE>
        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.  The net proceeds to the Company from the issuance of the Series D Notes
(net of fees and expenses) were approximately $77.1 million.

     In January 1998, the Company issued $105 million principal amount of Series
B Senior Subordinated Notes due 2008 which bear interest at a rate of 8 1/2% 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 99.0% of the  principal  face
amount.  The net proceeds to the Company from the issuance of the Series B Notes
(net of discount, fees and expenses) were approximately $103.8 million.

     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.  The  Company  is  required  to  prepay  all loans
outstanding  under the Credit Facility 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  maintain certain
financial  ratios;  restricts the payment of dividends,  payment of subordinated
debt prior to maturity and issuance of preferred  stock and other  indebtedness;
and contains other  restrictive  covenants  typical for agreements of this type.
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 November 7, 2000,
the  Company has  outstanding  $337.5  million  under the Credit  Facility.  The
effective  interest  rate on such  borrowings as of November 7, 2000 is 8.8% per
annum.

        In December  1999, the Company  completed a sale  leaseback  transaction
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 $123,000 or $1.5
million annually for the final three years.














                                       14


<PAGE>
        In 1992,  the  Company  formed  Cinemark  International  to develop  and
acquire theatres in international  markets.  As of November 7, 2000, the Company
and Cinemark  International,  through its affiliates,  operated 77 theatres (682
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 November 7, 2000 and the
number of theatres and screens under construction in 2000.


<TABLE>
<CAPTION>

                       Year of                                  Operating               Planned Openings Through 2000
Country               Formation       Ownership %            Theatres/Screens                 Theatres/Screens
----------------     -----------     -------------     ---------------------------     -------------------------------
<S>                  <C>             <C>               <C>                             <C>
Mexico                  1992              95%           22 theatres (217 screens)          2 theatres (11 screens)
Chile                   1992              98%           12 theatres (88 screens)
Argentina               1995             100%            8 theatres (69 screens)           1 theatre (10 screens)
Brazil                  1996              60%           23 theatres (216 screens)          2 theatres (19 screens)
Ecuador                 1996              60%            2 theatres (16 screens)
Peru                    1996             100%            2 theatres (21 screens)
Central America         1997              50%            7 theatres (45 screens)
Colombia                1998              51%            1 theatre (10 screens)            1 theatre (6 screens)
United Kingdom          1998             100%                      N/A
Taiwan                  1998              51%                      N/A
Germany                 1999             100%                      N/A

    Total                                               77 theatres (682 screens)          6 theatres (46 screens)
</TABLE>


        The Company and Cinemark International, through its affiliates, plans to
invest up to an additional $75 million in international ventures, principally in
Latin  America,  over  the  next  three  years.  The  Company  anticipates  that
investments in excess of Cinemark  International  and its  affiliates  available
cash  will be  funded  by the  Company,  its  joint  venture  partners  or other
debt/equity  financing to be provided by third parties  directly to the Company,
Cinemark International or its affiliates as appropriate.

        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 proceeds of which were
used to  purchase  fixed rate  notes  issued by  Cinemark  Brasil  S.A.  bearing
interest at 13.25%.  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  November  7,  2000,  Cinemark  Investments  Corporation  has
outstanding $20 million under the Cinemark  Investments  Credit  Agreement.  The
effective  interest  rate on such  borrowings as of November 7, 2000 is 9.2% 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.  Construction on its first theatre has begun and Cinemark Theatres U.K.
Ltd. anticipates opening the theatre (10 screens) in 2001.

        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  50.1%  owned  by  Cinemark
International and 49.9% owned by BES Engineering Corporation,  successor to Core
Pacific  Ltd.  Construction  on its first  theatre  has begun and  Cinemark-Core
Pacific Ltd. anticipates opening the theatre (13 screens) in 2001.


                                       15


<PAGE>
       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.  In
September  2000, the Cinemark Mexico Credit  Agreement was amended.  The amended
Cinemark Mexico Credit Agreement  requires the aggregate $30 million  commitment
be reduced each calendar  quarter by 1.67%,  1.67%,  5.0%,  5.0%,  5.0% and 5.0%
beginning in the third calendar  quarter 2001 until the amended  Cinemark Mexico
Credit  Agreement  matures in January  2003.  As of November  7, 2000,  Cinemark
Mexico has outstanding  $30 million under the Cinemark Mexico Credit  Agreement.
The effective  interest  rate on such  borrowings as of November 7, 2000 is 9.7%
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 all four notes
is five  years  with a two year grace  period on  principal.  All four notes are
directly or indirectly  guaranteed by Cinemark  International.  At September 30,
2000,  $15.9  million had been borrowed and remained  outstanding  on these four
notes. The effective interest rates on the four notes are approximately 6.9% per
annum.

        In  September  1999,  Cinemark  International,  through its wholly owned
subsidiary Cinemark Germany GmbH, executed a lease agreement for a movie theatre
in Herne,  Germany. The landlord for the project in Herne, Germany has initiated
insolvency  proceedings  in Berlin.  The Company is unable to  determine at this
time whether the project will be completed. The Company has filed claims against
the landlord in the bankruptcy proceedings.

       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 the following promissory notes bearing interest at
the rate of 10% per annum:  (a) totaling  US$2.5  million due January 2000,  (b)
totaling  US$2.5  million due April 2000,  (c) totaling  A$2.5 million pesos due
July 2000, (d) totaling A$3.5 million pesos due October 2000. 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. At September 30, 2000 the  promissory  notes for
A$3.5 million pesos due October 20, 2000 plus accrued  interest of A$0.4 million
remained outstanding.



                                       16


<PAGE>
New Accounting Pronouncements

       During  fiscal 1999,  the  Financial  Accounting  Standards  Board issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), Accounting for
Derivative Instruments and Hedging Activities.  The statement requires companies
to  recognize  all  derivatives  as  either  assets  or  liabilities,  with  the
instruments  measured at fair value. The accounting for changes in fair value of
a derivative  depends on the intended use of the  derivative  and the  resulting
designation.  The  statement is effective for all fiscal years  beginning  after
June 15, 2000.  The  statement  will become  effective for the Company in fiscal
year 2001. Management is currently assessing the impact of this statement 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.



























                                       17


<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. The Company does not
have any derivative financial instruments in place as of September 30, 2000.

        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, 2000, there was an aggregate of  approximately  $423 million of
variable  rate debt  outstanding  under  these  facilities.  The  Company has no
interest  rate  swaps or  other  hedging  facilities  relating  to these  credit
facilities.  These  facilities  represent  approximately  52% 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, 2000     September 30, 2000      December 31, 1999      December 31, 1999
         (in millions)             Carrying Amount       Fair Market Value       Carrying Amount       Fair Market Value
                                 ------------------     ------------------      -----------------      -----------------
<S>                              <C>                    <C>                     <C>                    <C>
Long-term debt:
    Fixed rate                          $385                   $408                    $392                   $439
                                        ====                   ====                    ====                   ====
    Average interest rate               9.3%                                           9.3%
                                        ====                                           ====

    Variable rate                       $423                   $424                    $386                   $394
                                        ====                   ====                    ====                   ====
    Average interest rate               9.0%                                           8.2%
                                        ====                                           ====

    Long-term debt                      $808                   $832                    $778                   $833
                                        ====                   ====                    ====                   ====
</TABLE>


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














                                       18


<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 (the
"ADA") relating to the accessibility of certain theatre seating to patrons using
wheelchairs. In August 1998, the federal district judge presiding over a case in
El Paso, TX (Lara,  et al versus Cinemark USA, Inc.) granted  plaintiffs  motion
for  summary  judgement  ruling  the  Company's  stadium  theatre  design  is in
violation  of the ADA.  The Company  appealed  this ruling to the Fifth  Circuit
Court of Appeals. In April 2000, the Fifth Circuit Court of Appeals reversed the
ruling of the federal  district  judge and  rendered  judgement  in favor of the
Company holding that the Company's  theatre subject to the Lara lawsuit complied
with the ADA.  As a result of the Lara  decision by the Fifth  Circuit  Court of
Appeals,  one case in Houston,  TX (Drey,  et al versus  Cinemark USA, Inc.) has
been dismissed with prejudice.  The Company is now seeking dismissals of similar
cases pending in Texas. Although the Company cannot predict the final resolution
of this case 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, 1999.


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

       The only matter  submitted to a vote of security holders during the first
nine  months of 2000 was the  unanimous  re-election  of the  existing  slate of
Company  directors  on August 16,  2000.  There have not been any other  matters
submitted  to a vote of  security  holders  during the first nine months of 2000
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 theater
strategy.  Actual results could differ  materially  from those indicated by such
forward-looking statements due to a number of factors.








                                       19


<PAGE>
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 September 30, 2000

                         Condensed Consolidating Statement of
                         Operations (unaudited) for the nine months
                         ended September 30, 2000

                         Condensed Consolidating Statement of
                         Cash Flow (unaudited) for the nine months
                         ended September 30, 2000


              b) Reports on Form 8-K

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











































                                       20


<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            AS OF SEPTEMBER 30, 2000
                                   (Unaudited)

                                                               Restricted       Unrestricted
                                                                  Group             Group        Eliminations         TOTAL
                                                            ----------------  ---------------  ---------------  ----------------
<S>                                                         <C>               <C>              <C>              <C>
                                     ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                $      256,609    $   6,647,709    $           -    $    6,904,318
    Inventories                                                   2,763,275          474,638                -         3,237,913
    Co-op advertising and other receivables                      (7,523,731)      15,794,648         (438,794)        7,832,123
    Tax receivable                                                 (101,171)         252,401                -           151,230
    Prepaid expenses and other                                    2,470,848          392,655                -         2,863,503
                                                            --------------------------------------------------------------------
       Total current assets                                      (2,134,170)      23,562,051         (438,794)       20,989,087

THEATRE PROPERTIES AND EQUIPMENT                              1,044,159,445      132,540,098                -     1,176,699,543
    Less accumulated depreciation and amortization             (200,314,050)     (24,417,375)               -      (224,731,425)
                                                            --------------------------------------------------------------------
       Theatre properties and equipment - net                   843,845,395      108,122,723                -       951,968,118

OTHER ASSETS:
    Investments in and advances to affiliates                   117,334,041        6,295,696     (114,011,544)        9,618,193
    Goodwill - net                                                9,578,769        7,935,741                -        17,514,510
    Deferred charges and other - net                             36,079,681        7,985,214                -        44,064,895
                                                            --------------------------------------------------------------------
       Total other assets                                       162,992,491       22,216,651     (114,011,544)       71,197,598
                                                            --------------------------------------------------------------------
TOTAL                                                        $1,004,703,716    $ 153,901,425    $(114,450,338)   $1,044,154,803
                                                            ====================================================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt                        $      637,579    $  14,498,273    $           -    $   15,135,852
    Current income taxes payable                                    (47,531)          47,531                -                 -
    Accounts payable and accrued expenses                        77,161,695       14,153,654         (438,794)       90,876,555
                                                            --------------------------------------------------------------------
       Total current liabilities                                 77,751,743       28,699,458         (438,794)      106,012,407

LONG-TERM LIABILITIES:
    Senior credit agreements                                    368,068,433       44,295,556                -       412,363,989
    Senior subordinated debt                                    380,223,309                -                -       380,223,309
    Deferred lease expenses                                      18,981,104          422,532                -        19,403,636
    Deferred gain on sale leaseback                               5,195,941                -                -         5,195,941
    Deferred income taxes                                        12,141,971          (45,613)               -        12,096,358
    Deferred revenues                                            20,290,658          156,155                -        20,446,813
                                                            --------------------------------------------------------------------
       Total long-term liabilities                              804,901,416       44,828,630                -       849,730,046

MINORITY INTERESTS IN SUBSIDIARIES                                6,461,798       23,915,818                -        30,377,616

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, 234,622 shares issued                         49,538,156       10,901,000      (10,901,000)       49,538,156
    Additional paid-in-capital                                   17,111,431       99,640,544     (103,110,544)       13,641,431
    Unearned compensation - stock options                        (2,275,808)               -                -        (2,275,808)
    Retained earnings                                            87,823,832      (33,035,354)        (735,000)       54,053,478
    Treasury stock, 57,245 Class B shares at cost               (24,232,890)              -                 -       (24,232,890)
    Distributions                                                         -         (735,000)         735,000                 -
    Accumulated other comprehensive loss                        (12,375,977)     (20,313,671)               -       (32,689,648)
                                                            --------------------------------------------------------------------
       Total shareholders' equity                               115,588,759       56,457,519     (114,011,544)       58,034,734
                                                            --------------------------------------------------------------------
TOTAL                                                        $1,004,703,716    $ 153,901,425    $(114,450,338)   $1,044,154,803
                                                            ====================================================================
</TABLE>


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


                                       21


<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (Unaudited)

                                                               Restricted       Unrestricted
                                                                  Group             Group        Eliminations         TOTAL
                                                            ----------------  ---------------  ---------------  ----------------
<S>                                                         <C>               <C>              <C>              <C>
REVENUES:
    Admissions                                               $ 323,853,933     $ 55,263,153     $          -     $  379,117,086
    Concessions                                                156,902,669       17,469,284                -        174,371,953
    Other                                                       26,564,098        3,577,118         (706,051)        29,435,165
                                                            --------------------------------------------------------------------
                  Total                                        507,320,700       76,309,555         (706,051)       582,924,204

COSTS AND EXPENSES:
    Cost of operations:
       Film rentals and advertising                            172,290,040       27,270,306                -        199,560,346
       Concession supplies                                      25,962,727        5,476,629                -         31,439,356
       Salaries and wages                                       58,755,387        6,310,311                -         65,065,698
       Facility leases                                          68,396,285       12,603,540                -         80,999,825
       Utilities and other                                      69,385,686        8,311,319         (706,051)        76,990,954
                                                            --------------------------------------------------------------------
                  Total                                        394,790,125       59,972,105         (706,051)       454,056,179

    General and administrative expenses                         22,315,048        5,761,683                -         28,076,731
    Depreciation and amortization                               37,580,636        9,867,826                -         47,448,462
    Asset impairment loss                                        1,846,980                -                -          1,846,980
    (Gain) loss on sale of assets                                2,580,343          (11,041)               -          2,569,302
                                                            --------------------------------------------------------------------
                  Total                                        459,113,132       75,590,573         (706,051)       533,997,654

OPERATING INCOME                                                48,207,568          718,982                -         48,926,550

OTHER INCOME (EXPENSE)
    Interest expense                                           (49,606,613)      (4,414,382)               -       (54,020,995)
    Amortization of debt issue cost                               (580,607)         (25,000)               -          (605,607)
    Amortization of bond discount                                 (130,875)               -                -          (130,875)
    Dividend income                                                735,000                -         (735,000)                -
    Interest income                                                440,082          405,220                -           845,302
    Foreign currency exchange gain (loss)                          299,432         (219,159)               -            80,273
    Equity in income (loss) of affiliates                          (16,039)          36,385                -            20,346
    Minority interests in (income) loss of subsidiaries         (1,268,950)         502,339                -          (766,611)
                                                            -------------------------------------------------------------------
                  Total                                        (50,128,570)      (3,714,597)        (735,000)      (54,578,167)
                                                            -------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES AND
    CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE                   (1,921,002)      (2,995,615)        (735,000)       (5,651,617)

Income taxes (benefit)                                            (482,317)         (82,126)               -          (564,443)
                                                            -------------------------------------------------------------------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT
    OF AN ACCOUNTING CHANGE                                     (1,438,685)      (2,913,489)        (735,000)       (5,087,174)

Cumulative effect of a change in accounting principle
     - net of tax benefit                                                -                -                -                 -
                                                            -------------------------------------------------------------------
NET INCOME (LOSS)                                            $  (1,438,685)    $ (2,913,489)    $   (735,000)    $  (5,087,174)
                                                            ===================================================================
</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 CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (Unaudited)

                                                                    Restricted      Unrestricted
                                                                       Group            Group        Eliminations        TOTAL
                                                                  --------------   --------------   -------------   --------------
<S>                                                               <C>              <C>              <C>             <C>
OPERATING ACTIVITIES:
    Net income (loss)                                              $ (1,438,685)    $ (2,913,489)    $  (735,000)    $ (5,087,174)

    Noncash items in net income:
       Depreciation                                                  36,766,666        9,282,464               -       46,049,130
       Amortization - goodwill and other assets                         813,970          585,362               -        1,399,332
       Loss on impairment of assets                                   1,846,980                -               -        1,846,980
       Amortization of gain on sale leaseback                          (274,440)               -               -         (274,440)
       Deferred lease expenses                                        3,084,141          130,695               -        3,214,836
       Amortization of prepaid leases                                 1,254,299          658,746               -        1,913,045
       Deferred income tax expense                                   (5,939,282)         (52,364)              -       (5,991,646)
       Amortization of debt discount and premium                        (21,380)               -               -          (21,380)
       Amortized compensation - stock options                           728,074                -               -          728,074
       Compensation expense related to repurchase of stock options      103,584                -               -          103,584
       Gain on sale of assets                                         2,580,343          (11,041)              -        2,569,302
       Equity in (income) loss of affiliates                             16,039          (36,385)              -          (20,346)
       Minority interests in income (loss) of subsidiaries            1,268,950         (502,339)              -          766,611

    Cash provided by (used for) operating working capital:
       Inventories                                                      668,831          827,776               -        1,496,607
       Co-op advertising and other receivables                      (14,776,758)      19,012,106               -        4,235,348
       Prepaid expenses and other                                     4,889,292         (244,073)              -        4,645,219
       Accounts payable and accrued expenses                        (40,403,584)       2,668,524               -      (37,735,060)
       Income tax receivable/payable                                  2,089,786         (204,870)              -        1,884,916
                                                                  ----------------------------------------------------------------
           Net cash provided by (used for) operating activities      (6,743,174)      29,201,112        (735,000)      21,722,938

INVESTING ACTIVITIES:
    Additions to Theatre properties and equipment                   (71,609,211)     (17,193,455)              -      (88,802,666)
    Sale of Theatre properties and equipment                         18,671,374          291,551               -       18,962,925
    Decrease (increase) in other assets, investments in
       and advances to affiliates                                     6,816,056       (9,357,521)        735,000       (1,806,465)
                                                                  ----------------------------------------------------------------
       Net cash provided by (used for) investing activities         (46,121,781)     (26,259,425)        735,000      (71,646,206)

FINANCING ACTIVITIES:
    Decrease in long-term debt                                      (60,839,870)     (11,935,484)              -      (72,775,354)
    Increase in long-term debt                                       93,618,853        8,487,953               -      102,106,806
    Increase in deferred revenues                                    18,897,331          123,010               -       19,020,341
    Purchase of treasury stock                                          (34,000)               -               -          (34,000)
    Repurchase of stock options                                         (67,452)               -               -          (67,452)
    Common stock issued for options exercised                               425                -               -              425
    Minority investment in subsidiaries, net                           (983,202)         781,864               -         (201,338)
                                                                  ----------------------------------------------------------------
       Net cash provided by (used for) financing activities          50,592,085       (2,542,657)              -       48,049,428

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  19,113         (113,112)              -          (93,999)
                                                                  ----------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     (2,253,757)         285,918               -       (1,967,839)

CASH AND CASH EQUIVALENTS:
    Beginning of period                                               2,510,366        6,361,791               -        8,872,157
                                                                  ----------------------------------------------------------------
    End of period                                                  $    256,609     $  6,647,709     $         -     $  6,904,318
                                                                  ================================================================
</TABLE>


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


                                       23


<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 7, 2000


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


                                                         /s/Robert Copple
                                                         Robert Copple
                                                         Chief Financial Officer







































                                       24


<PAGE>