<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 March 31, 2001

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




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

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

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




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

                                  Yes X No ____




    As of May 14, 2001,  1,500 shares of Class A Common stock and 185,961 shares
of Class B Common stock  (including  options to acquire  8,424 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 March 31, 2001 (unaudited)
                     and December 31, 2000                                    3

                   Condensed Consolidated Statements of Operations
                     (unaudited) for the three month periods
                     ended March 31, 2001 and 2000                            4

                   Condensed Consolidated Statements of Cash
                     Flows (unaudited) for the three month
                     periods ended March 31, 2001 and 2000                    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                          19


SIGNATURES                                                                   23








                                        2


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

                       CINEMARK USA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                            March 31,          December 31,
                                                                              2001                 2000
                                                                           (Unaudited)
                                                                        ------------------------------------
<S>                                                                     <C>                 <C>
                                     ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                            $   24,922,036      $   19,839,994
    Inventories                                                               3,447,364           3,734,955
    Co-op advertising and other receivables                                  10,234,360           8,246,024
    Income tax receivable                                                     1,686,316           1,462,721
    Prepaid expenses and other                                                3,457,618           3,591,666
                                                                        ------------------------------------
      Total current assets                                                   43,747,694          36,875,360

THEATRE PROPERTIES AND EQUIPMENT                                          1,192,207,301       1,193,507,019
    Less accumulated depreciation and amortization                         (258,019,334)       (243,372,299)
                                                                        ------------------------------------
      Theatre properties and equipment - net                                934,187,967         950,134,720

OTHER ASSETS
    Goodwill - net                                                           16,467,694          16,826,740
    Investments in and advances to affiliates                                 6,488,991           6,932,208
    Deferred charges and other - net                                         45,183,413          49,807,442
                                                                        ------------------------------------
      Total other assets                                                     68,140,098          73,566,390
                                                                        ------------------------------------
TOTAL                                                                    $1,046,075,759      $1,060,576,470
                                                                        ====================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Current portion of long-term debt                                    $   35,211,898      $   32,767,581
    Accounts payable and accrued expenses                                    82,654,917         116,488,863
                                                                        ------------------------------------
      Total current liabilities                                             117,866,815         149,256,444

LONG-TERM LIABILITIES
    Senior credit agreements                                                426,866,987         397,338,980
    Senior subordinated notes                                               380,209,055         380,216,182
    Deferred lease expenses                                                  21,029,528          20,475,247
    Deferred gain on sale leasebacks                                          5,012,980           5,104,461
    Deferred income taxes                                                    12,692,260          14,831,678
    Deferred revenues and other long-term liabilities                        13,305,140          16,752,114
                                                                        ------------------------------------
      Total long-term liabilities                                           859,115,950         834,718,662

MINORITY INTERESTS IN SUBSIDIARIES                                           25,704,468          27,691,527

SHAREHOLDERS' EQUITY
    Class A Common stock, $.01 par value: 10,000,000 shares
      authorized, 1,500 shares issued and outstanding                                15                  15
    Class B Common stock, no par value: 1,000,000 shares
      authorized, 234,782 shares issued                                      49,538,316          49,538,316
    Additional paid-in-capital                                               13,145,365          13,198,615
    Unearned compensation - stock options                                    (1,699,104)         (1,956,944)
    Retained earnings                                                        46,055,049          48,717,567
    Treasury stock, 57,245 Class B shares at cost                           (24,232,890)        (24,232,890)
    Accumulated other comprehensive loss                                    (39,418,225)        (36,354,842)
                                                                        ------------------------------------
      Total shareholders' equity                                             43,388,526          48,909,837
                                                                        ------------------------------------
TOTAL                                                                    $1,046,075,759      $1,060,576,470
                                                                        ====================================
</TABLE>


See accompanying Notes to Condensed Consolidated Financial Statements.


                                        3


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

                                                                             THREE MONTHS ENDED MARCH 31,
                                                                               2001                2000
                                                                        ------------------------------------
<S>                                                                     <C>                  <C>
REVENUES
     Admissions                                                          $ 127,838,738        $ 112,486,845
     Concessions                                                            57,843,747           52,124,057
     Other                                                                  10,387,587           10,254,676
                                                                        ------------------------------------
             Total                                                         196,070,072          174,865,578

COSTS AND EXPENSES
     Cost of operations:
         Film rentals and advertising                                       65,308,423           57,447,939
         Concession supplies                                                10,272,880            9,713,238
         Salaries and wages                                                 21,478,604           21,649,486
         Facility leases                                                    28,791,406           26,633,985
         Utilities and other                                                26,687,718           24,958,134
                                                                        ------------------------------------
             Total                                                         152,539,031          140,402,782

     General and administrative expenses                                     9,842,940           10,011,893
     Depreciation and amortization                                          16,608,564           14,215,453
     Asset impairment loss                                                     450,000              440,000
     Loss on sale of assets                                                    110,914              251,176
                                                                        ------------------------------------
             Total                                                         179,551,449          165,321,304

OPERATING INCOME                                                            16,518,623            9,544,274

OTHER INCOME (EXPENSE)
     Interest expense                                                      (19,262,230)         (16,889,952)
     Amortization of debt issue cost and debt discount                        (643,128)            (245,494)
     Interest income                                                           369,644              314,652
     Foreign currency exchange gain (loss)                                  (1,152,129)             339,671
     Equity in income (loss) of affiliates                                     (37,678)              58,356
     Minority interests in (income) loss of subsidiaries                       119,890             (444,536)
                                                                        ------------------------------------
             Total                                                         (20,605,631)         (16,867,303)
                                                                        ------------------------------------
LOSS BEFORE INCOME TAXES                                                    (4,087,008)          (7,323,029)

Income tax benefit                                                          (1,424,490)          (1,761,343)
                                                                        ------------------------------------

NET LOSS                                                                 $  (2,662,518)       $  (5,561,686)
                                                                        ====================================
EARNINGS PER SHARE:
     Basic:
         Net loss                                                        $      (14.87)       $      (31.17)
                                                                        ====================================
     Diluted:
         Net loss                                                        $      (14.87)       $      (31.17)
                                                                        ====================================
COMMON SHARES OUTSTANDING:
     Basic:
         Weighted average Common shares outstanding                            179,037              178,407
                                                                        ====================================
     Diluted:
         Weighted average Common shares outstanding                            179,037              178,407
         Common equivalent shares for stock options                                -                    -
                                                                        ------------------------------------
         Weighted average shares outstanding                                   179,037              178,407
                                                                        ====================================
</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)

                                                                                     THREE MONTHS ENDED MARCH 31,
                                                                                       2001                2000
                                                                                ------------------------------------
<S>                                                                             <C>                   <C>
OPERATING ACTIVITIES
     Net loss                                                                    $ (2,662,518)         $ (5,561,686)

     Noncash items in net loss:
        Depreciation                                                               15,918,706            13,609,925
        Amortization - goodwill and other assets                                      689,858               605,528
        Loss on impairment of assets                                                  450,000               440,000
        Amortization of gain on sale leasebacks                                       (91,481)              (91,480)
        Deferred lease expenses                                                       554,281               759,916
        Amortization of prepaid leases                                                690,048               574,896
        Deferred income tax expense                                                (2,139,418)           (5,296,834)
        Amortization of debt discount and premium                                      (7,127)               (7,126)
        Amortized compensation - stock options                                        206,860               269,830
        Compensation expense related to repurchase of stock options                       -                 103,584
        Loss on sale of assets                                                        110,914               251,176
        Equity in (income) loss of affiliates                                          37,678               (58,356)
        Minority interests in income (loss) of subsidiaries                          (119,890)              444,536

     Cash provided by (used for) operating working capital:
        Inventories                                                                   287,591             1,212,046
        Co-op advertising and other receivables                                    (1,988,336)           (1,343,174)
        Prepaid expenses and other                                                    134,048             4,380,898
        Accounts payable and accrued expenses                                     (33,833,946)          (29,065,390)
        Income tax receivable/payable                                                (223,595)            2,748,819
                                                                                ------------------------------------
           Net cash used for operating activities                                 (21,986,327)          (16,022,892)

INVESTING ACTIVITIES
     Additions to theatre properties and equipment                                 (6,604,114)          (36,885,888)
     Sale of theatre properties and equipment                                       3,159,517             7,042,268
     Decrease (increase) in investments in and advances to affiliates                 405,539            (1,112,502)
     Decrease in deferred charges and other                                         3,600,899             4,116,813
                                                                                ------------------------------------
        Net cash provided by (used for) investing activities                          561,841           (26,839,309)

FINANCING ACTIVITIES
     Decrease in long-term debt                                                    (2,220,484)          (16,862,281)
     Increase in long-term debt                                                    34,192,808            45,562,723
     Increase (decrease) in deferred revenues and other long-term liabilities      (3,446,974)           13,550,018
     Purchase of treasury stock                                                           -                 (34,000)
     Repurchase of stock options                                                          -                 (67,452)
     Minority investment in subsidiaries, net                                      (1,867,169)              238,166
                                                                                ------------------------------------
         Net cash provided by financing activities                                 26,658,181            42,387,174

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                              (151,653)              172,315
                                                                                ------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    5,082,042              (302,712)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                           19,839,994             8,872,157
                                                                                ------------------------------------
     End of period                                                               $ 24,922,036          $  8,569,445
                                                                                ====================================
</TABLE>


See accompanying Notes to Condensed Consolidated Financial Statements.


                                        5


<PAGE>


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

                                   (Unaudited)

1.  The Company and Basis of Presentation

        Cinemark USA, Inc. and its subsidiaries (the Company), is a world leader
in the motion  picture  exhibition  industry  that owns or leases  and  operates
motion picture theatres in 33 states, Canada, Mexico, Argentina,  Brazil, Chile,
Ecuador,  Peru, Honduras, El Salvador,  Nicaragua,  Costa Rica and Colombia. The
Company  operates  2,938 screens in 273 theatres and manages an additional  five
theatres (36 screens) at March 31, 2001.

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

        These  financial  statements  should  be read in  conjunction  with  the
audited  annual  financial  statements  and the notes thereto for the year ended
December  31,  2000,  included  in the Annual  Report  filed on Form 10-K by the
Company under the Securities  Exchange Act of 1934 on March 26, 2001.  Operating
results for the three months ended March 31, 2001 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
                                                                          March 31,
                                                                    2001             2000
                                                                ------------     ------------
        <S>                                                     <C>              <C>
        Net loss                                                $(2,662,518)     $(5,561,686)
                                                                ============     ============
        Basic:
             Weighted average Common shares outstanding             179,037          178,407
                                                                    =======          =======

             Net loss per Common share                              $(14.87)         $(31.17)
                                                                    ========         ========

        Diluted:
             Weighted average Common shares outstanding             179,037          178,407
             Common equivalent shares for stock options                 -                -
                                                                    -------          -------
             Weighted average shares outstanding                    179,037          178,407
                                                                    =======          =======

             Net loss per Common and Common equivalent share        $(14.87)         $(31.17)
                                                                    ========         ========
</TABLE>


                                        6


<PAGE>


        Basic net loss per share is  computed  by  dividing  the net loss by the
weighted  average  number of shares of Common  stock of all classes  outstanding
during the period.  Diluted  net loss per share is computed by dividing  the net
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 loss per share if their effect is
antidilutive.  At March 31, 2001 and 2000, 11,753 and 13,143 options to purchase
Common stock have been excluded from the diluted net loss per share calculation,
respectively, as their effect would have been antidilutive.

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


                                                        Three Months Ended
                                                             March 31,
                                                       2001            2000
                                                   ------------    ------------
        Net loss                                   $(2,662,518)    $(5,561,686)
        Foreign currency translation adjustment     (3,063,383)      2,778,427
                                                   ------------    ------------
        Comprehensive loss                         $(5,725,901)    $(2,783,259)
                                                   ============    ============



4.  Foreign Currency Translation

        The accumulated  other  comprehensive  loss in  shareholders'  equity of
$39,418,225   and   $36,354,842  at  March  31,  2001  and  December  31,  2000,
respectively,  primarily relates to the unrealized  adjustments from translating
the financial  statements of Cinemark Brasil,  S.A., Cinemark de Mexico, S.A. de
C.V. and Cinemark Chile, S.A. into U.S. dollars.

        In 2000,  the  Company was  required  to utilize the U.S.  dollar as the
functional  currency of Cinemark del Ecuador,  S.A. for U.S.  reporting purposes
due to the highly  inflationary  economy of Ecuador.  Thus,  devaluations in the
sucre during 2000 that affected the Company's investment were charged to foreign
currency exchange gain (loss) rather than to the accumulated other comprehensive
loss account as a reduction to  shareholders'  equity.  In September  2000,  the
country of Ecuador  officially  switched  to the U.S.  dollar as the  functional
currency  effectively  eliminating  any  exchange  gain (loss) in the sucre on a
going  forward  basis.  At March 31,  2001,  the total  assets of  Cinemark  del
Ecuador, S.A. were approximately $4 million.

5.  Supplemental Cash Flow Information

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


                                       Three Months Ended March 31,
                                           2001            2000
                                       -----------     -----------
        Cash paid for interest         $28,295,479     $25,901,452
        Cash paid for income taxes         796,030         493,256



                                        7


<PAGE>


6.  Financial Information About Geographic Areas

        The Company operates in a single industry as a motion picture exhibitor.
The Company is a multinational  corporation with consolidated  operations in the
United  States,  Canada,  Mexico,  Argentina,   Brazil,  Chile,  Ecuador,  Peru,
Honduras,  El  Salvador,  Nicaragua,  Costa  Rica  and  Colombia.  Revenues  and
long-lived  assets in the United  States and  Canada,  Mexico,  Brazil and other
foreign countries for the three months ended March 31 are as follows:


                                           Three Months Ended
                                                March 31,
        Revenues                         2001              2000
        --------                    -------------     -------------
        U.S. and Canada             $145,289,417      $128,616,868
        Mexico                        16,750,662        14,632,489
        Brazil                        17,550,195        15,207,868
        Other Foreign Countries       18,560,844        16,639,265
        Eliminations                  (2,081,046)         (230,912)
                                    -------------     -------------
        Total                       $196,070,072      $174,865,578
                                    =============     =============


                                       March 31,         March 31,
        Long-Lived Assets                2001              2000
        -----------------           -------------     -------------
        U.S. and Canada             $723,090,096      $753,686,934
        Mexico                        70,836,242        65,023,896
        Brazil                        62,468,150        65,049,250
        Other Foreign Countries       77,793,479        68,347,610
                                    -------------     -------------
        Total                       $934,187,967      $952,107,690
                                    =============     =============



7.  New Accounting Pronouncements

        On  January  1,  2001,  the  Company  adopted   Statement  of  Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative  Instruments and
Hedging Activities", as extended by SFAS No. 137 (June 1999) and amended by SFAS
No. 138 (June 2000).  All  derivatives  have been accounted for pursuant to SFAS
133 requirements.

         Based  upon  the  transition  provisions  of SFAS  133,  no  transition
adjustment was necessary as of January 1, 2001.  The Company's  balance sheet as
of March 31, 2001  includes an interest  rate cap  recorded at its fair value of
$1.0 million. This derivative asset is recorded as deferred charges and other on
the Company's  balance  sheet.  As of March 31, 2001, a loss of $0.7 million has
been recorded as a component of interest  expense on the Company's  statement of
operations to recognize the decrease in the fair value of the derivative asset.


                                        8


<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.

        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.


                                                      % of Revenues
                                                      -------------
                                                   Three Months Ended
                                                        March 31,
                                                    2001        2000
                                                   ------      ------

        Revenues:
           Admissions                               65.2        64.3
           Concessions                              29.5        29.8
           Other                                     5.3         5.9
                                                   ------      ------
        Total revenues                             100.0       100.0

        Cost of operations                          77.8        80.3
        General and administrative expenses          5.0         5.7
        Depreciation and amortization                8.5         8.1
        Asset impairment loss                        0.2         0.3
        Loss on sale of assets                       0.1         0.1
                                                   ------      ------
        Total operating expenses                    91.6        94.5
                                                   ------      ------

        Operating income                             8.4         5.5

        Interest expense                           (10.1)       (9.8)
        Other income (expense)                      (0.4)        0.1
                                                   ------      ------
        Loss before income taxes                    (2.1)       (4.2)
        Income tax benefit                          (0.7)       (1.0)
                                                   ------      ------
        Net loss                                    (1.4)       (3.2)
                                                   ======      ======



First quarter ended March 31, 2001 and 2000.

Revenues

        Revenues for the first quarter ended March 31, 2001  increased to $196.1
million from $174.9  million for the first quarter ended March 31, 2000, a 12.1%
increase.   The  increase  in  revenues  for  the  first  quarter  is  primarily
attributable  to a 14.3%  increase in attendance as a result of the net addition
of 189 screens  since the first  quarter of 2000 and a 4.2% increase in revenues
per screen.  Revenues per screen  increased  to $66,952 in the first  quarter of
2001 from $64,230 in the first quarter of 2000.

Cost of Operations

        Cost of operations,  as a percentage of revenues,  decreased to 77.8% in
the first quarter of 2001 from 80.3% in the first quarter of 2000.  The decrease
as a percentage of revenues resulted from a decrease in concession supplies as a
percentage  of  concession  revenues to 17.8% in the first  quarter of 2001 from
18.6% in the first  quarter  of 2000,  a  decrease  in  salaries  and wages as a
percentage  of revenues to 11.0% in the first  quarter of 2001 from 12.4% in the
first  quarter of 2000, a decrease in facility  lease expense as a percentage of
revenues to 14.7% in the first  quarter of 2001 from 15.2% in the first  quarter
of 2000 and a decrease  in  utilities  and other  expenses  as a  percentage  of
revenues to 13.6% in the first  quarter of 2001 from 14.3% in the first  quarter
of 2000.


                                       10


<PAGE>


General and Administrative Expenses

        General  and  administrative   expenses  as  a  percentage  of  revenues
decreased to 5.0% in the first quarter of 2001 from 5.7% in the first quarter of
2000 as general  and  administrative  expenses  remained  relatively  flat while
revenues  increased  12.1% for the first quarter of 2001 in comparison  with the
first quarter of 2000.

        The absolute level of general and  administrative  expenses decreased to
$9.8  million  in the first  quarter  of 2001 from  $10.0  million  in the first
quarter of 2000.

Depreciation and Amortization

        Depreciation  and  amortization  increased 16.9% to $16.6 million in the
first  quarter of 2001 from  $14.2  million  in the first  quarter of 2000.  The
increase is a result of the net addition of $49 million in theatre  property and
equipment  since the first quarter of 2000, a 4.3%  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 $0.5 million and $0.4
million  in the  first  quarter  of 2001 and  2000,  respectively,  pursuant  to
Statement of Financial  Standards No. 121 (SFAS 121).  In  accordance  with SFAS
121,  the  Company  wrote down the assets of  certain  properties  to their fair
value.

Interest Expense

        Interest costs incurred,  including  amortization of debt issue cost and
debt  discount  and the mark to  market  adjustment  to the  interest  rate cap,
increased  13.1% during the first  quarter of 2001 to $19.9  million  (including
capitalized  interest  to  properties  under  construction)  from $17.6  million
(including  capitalized  interest) in the first quarter of 2000. The increase in
interest costs incurred for the first quarter of 2001 was due  principally to an
increase  in  average  debt  outstanding  resulting  from  borrowings  under the
Company's Credit Facility and other debt obligations and the recording of a loss
of $0.7 million to recognize the decrease in the fair value of the interest rate
cap.

Income Tax Benefit

        An income tax benefit of $1.4 million was recorded for the first quarter
of 2001 as  compared  to an income  tax  benefit  of $1.8  million  in the first
quarter of 2000. The Company's  effective tax rate for the first quarter of 2001
was 34.9% as compared to 24.1% for the first quarter of 2000.  The change in the
effective  tax  rate  is  primarily  due to an  increase  in  foreign  permanent
differences.

Net Loss

        The Company realized a net loss of $2.7 million for the first quarter of
2001 in  comparison  with a net loss of $5.6  million  for the first  quarter of
2000.


                                       11


<PAGE>


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 88% of the screens operated by the Company
having been built since  1990.  The  Company's  investing  activities  have been
principally  in connection  with new theatre  openings.  As of May 14, 2001, the
Company has opened one theatre (12 screens) in the United States in 2001 and has
no additional  domestic theatre  commitments under construction and scheduled to
open in the United States by the end of 2001. The Company is presently committed
to opening two  additional  theatres (29 screens) in the U.S.  after 2001. As of
May 14, 2001, the Company estimates that the remaining capital  expenditures for
the  development of its remaining  theatre  commitments (29 screens) in the U.S.
will be approximately $10 million.  Actual  expenditures for theatre development
and acquisitions during 2001 and thereafter 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  from  cash flow from  operations,  borrowings  under the
Credit  Facility,  proceeds  from sale  leaseback  transactions  and/or sales of
excess real estate.  As of May 14, 2001,  the Company owned  approximately  $270
million of real  estate  and  improvements  resulting  from the  development  of
multiplex facilities over the last several years.

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

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

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


                                       12


<PAGE>


        In February 1998, the Company replaced its existing credit facility with
a reducing,  revolving credit agreement  ("Credit  Facility") through a group of
banks for which Bank of America  National Trust and Savings  Association acts as
Administrative  Agent. The Credit Facility  provides for loans to the Company of
up to  $350  million  in the  aggregate.  The  Credit  Facility  is a  reducing,
revolving credit facility; with commitments  automatically reduced each calendar
quarter by 2.5%,  3.75%,  5.0%, 6.25% and 6.25% of the aggregate $350 million in
calendar year 2001, 2002, 2003, 2004 and 2005, respectively. As of May 14, 2001,
the aggregate commitment available to the Company is $341.3 million. The Company
is  required  to  prepay  all  loans  outstanding  in  excess  of the  aggregate
commitment as reduced pursuant to the terms of the Credit  Facility.  Borrowings
under the Credit  Facility  are  secured by a pledge of a majority of the issued
and  outstanding  Capital  stock of the  Company.  Pursuant  to the terms of the
Credit  Facility,  funds  borrowed  currently  bear interest at a rate per annum
equal to the Offshore Rate (as defined in the Credit  Facility) or the Base Rate
(as defined in the Credit  Facility),  as the case may be,  plus the  Applicable
Margin (as defined in the Credit  Facility).  In the first quarter of 2001,  the
Company  borrowed $33 million under the Credit  Facility,  the proceeds of which
were primarily used to make the Company's  February 1, 2001 senior  subordinated
notes $17.7 million interest payments.  The remainder of the amount borrowed was
used for capital  expenditures  and other working  capital needs.  As of May 14,
2001,  the Company had borrowed $298 million under the Credit  Facility with the
effective interest rate on such borrowings being 6.7% per annum.

        In February  1998, the Company  completed a sale  leaseback  transaction
(the "Sale  Leaseback")  pursuant to which the Company sold the land,  buildings
and site  improvements of 12 theatre  properties to special purpose entities for
an   aggregate   purchase   price  equal  to   approximately   $131.5   million.
Simultaneously with the sale, the Company entered into operating leases for such
properties for a base term equal to  approximately 20 years at a fixed aggregate
monthly rental payment of $1.1 million or $13.4 million annually.

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

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

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


                                       13


<PAGE>


Three month LIBOR as of the date of closing was 6.58%. The net proceeds from the
loan  (net  of  fees  and  expenses)  were  $70.9  million.  The  proceeds  were
distributed  to the  Company,  and the Company  used such funds to complete  the
Company's domestic  construction program for 2000 and to reduce outstanding debt
under  the  Company's  existing  Credit  Facility.  As of May 14,  2001,  Cinema
Properties,  Inc.  has  outstanding  $77  million  under the  Cinema  Properties
Facility, and the effective interest rate on such borrowing was 10.8% per annum.

       In 1992, the Company formed Cinemark International to develop and acquire
theatres in international  markets. As of May 14, 2001, Cinemark  International,
through its affiliates,  has opened three theatres (32 screens)  internationally
in 2001 and currently  operates 83 theatres (727 screens),  principally in Latin
America.  Cinemark  International,  through its affiliates has nine theatres (93
screens)  under  construction  and  scheduled  to open by the end of  2001.  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 May 14,  2001 and the  number  of  theatres  and  screens  in such  market
scheduled to open the remainder of 2001.


<TABLE>
<CAPTION>
                                                                               Planned openings
                    Year of                      Operating                     through 2001
Country             Formation     Ownership%     Theatres/Screens              Theatres/Screens
-------             ---------     ----------     ----------------              ----------------
<S>                 <C>           <C>            <C>                           <C>
Mexico              1992           95%           24 theatres (234 screens)     2 theatres (22 screens)
Chile               1992           98%           12 theatres (88 screens)      (5 screen expansion)
Argentina           1995          100%            9 theatres (79 screens)
Brazil              1996           60%           25 theatres (228 screens)     4 theatres (37 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%            2 theatres (16 screens)      1 theatre (6 screens)
United Kingdom      1998          100%              N/A                        1 theatre (10 screens)
Taiwan              1998           27%              N/A                        1 theatre (13 screens)
Germany             1999          100%              N/A                          N/A

     Total                                       83 theatres (727 screens)     9 theatres (93 screens)
</TABLE>



        The Company, through Cinemark International and its affiliates, plans to
invest up to an  additional  $50 million in  international  ventures in 2001 and
2002.  The  Company   anticipates   that   investments  in  excess  of  Cinemark
International's  available  cash  will be funded  by the  Company  or by debt or
equity   financing  to  be  provided  by  third  parties  directly  to  Cinemark
International or its subsidiaries.

        In August 1998, the Company formed Cinemark Investments  Corporation for
the purpose of financing a portion of its  Brazilian  operations by investing in
foreign fixed rate notes issued by Cinemark Brasil,  S.A., an indirect Brazilian
subsidiary of the Company. In September 1998, Cinemark  Investments  Corporation
executed  a  credit  agreement  with  Bank of  America  that  provides  Cinemark
Investments  Corporation  up to $20 million in the  aggregate  under a revolving
line of credit  facility  (the  "Cinemark  Investments  Credit  Agreement")  due
September  2001.  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 as defined in the Cinemark  Investments Credit Agreement) as the
case may be. As of May 14, 2001, Cinemark  Investments  Corporation had borrowed
$20 million under the Cinemark  Investments  Credit  Agreement,  the proceeds of
which were used to purchase  fixed rate notes  issued by Cinemark  Brasil,  S.A.
which  currently  bear  interest at 13.8%.  The  effective  interest rate on the
Cinemark Investment Corporation borrowings as of May 14, 2001 is 7.0% per annum.


                                       14


<PAGE>


        In September 1998, Cinemark International 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
Cinemark  International.  Cinemark Theatres U.K. Ltd. has begun construction and
plans to open 1 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 originally was 50.5% owned by Cinemark
International  and 49.5% owned by Core  Pacific  Ltd.  In April  2001,  Cinemark
International's  ownership in its' Taiwanese  subsidiary was diluted from 51% to
27% as a result of additional  capital  contributions made by its' joint venture
partners.  Cinemark-Core  Pacific Ltd. has begun  construction and plans to open
one theatre (13 screens) in 2001.

        In November 1998,  Cinemark Mexico executed a credit agreement with Bank
of America  National Trust and Savings  Association (the "Cinemark Mexico Credit
Agreement"). The Cinemark Mexico Credit Agreement is a revolving credit facility
and  provides  for a  loan  to  Cinemark  Mexico  of up to  $30  million  in the
aggregate. The Cinemark Mexico Credit Agreement is secured by a pledge of 65% of
the stock of Cinemark de Mexico,  S.A. de C.V. and an unconditional  guaranty by
the Company.  Pursuant to the terms of the  Cinemark  Mexico  Credit  Agreement,
funds  borrowed bear interest at a rate per annum equal to the Offshore Rate (as
defined in the Cinemark Mexico Credit Agreement) or the Base Rate (as defined in
the Cinemark Mexico Credit  Agreement),  as the case may be, plus the Applicable
Margin (as defined in the Cinemark  Mexico Credit  Agreement).  Cinemark  Mexico
borrowed $30 million under the Cinemark Mexico Credit Agreement, the proceeds of
which were used to repay an  intercompany  loan of Cinemark Mexico from Cinemark
International.  Cinemark  International  used the proceeds of such  repayment to
repay all outstanding  indebtedness under its then existing credit facility with
Bank of America National Trust and Savings.  In September 2000,  Cinemark Mexico
and the  banks  party  to the  Cinemark  Mexico  Credit  Agreement  executed  an
amendment  which among other things  extended the maturity  date of the Cinemark
Mexico  Credit  Agreement  and increased the rate of interest paid on borrowings
thereunder.  Pursuant to the  amendment,  Cinemark  Mexico is to make  principal
payments of $500,000 in the third and fourth  quarters of 2001,  $1,500,000  per
quarter in 2002 with the remaining principal  outstanding in January 2003. As of
May 14, 2001,  Cinemark  Mexico has  outstanding  $30 million under the Cinemark
Mexico Credit  Agreement.  The effective  interest rate on such borrowings as of
May 14, 2001 is 6.9% per annum.

        In December 1998,  Cinemark  International  entered into a joint venture
agreement with Casa Editorial El Tiempo S.A., Tempora S.A. and Prodiscos S.A. to
develop state-of-the-art  multiplex theatres in Colombia. The joint venture will
conduct its business  through  Cinemark  Colombia,  S.A. which is owned 50.1% by
Cinemark  International,  and the remaining 49.9% is collectively  owned by Casa
Editorial El Tiempo S.A.,  Tempora S.A. and Prodiscos  S.A.  Cinemark  Colombia,
S.A.  currently  operates  two  theatres  (16  screens)  and  plans  to open one
additional theatre (six screens) in 2001.

       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.  The  effective
interest rates on the four notes as of March 31, 2001 are approximately 6.2% per
annum.


                                       15


<PAGE>


       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 has filed  claims  against the
landlord and the bankruptcy estate in the bankruptcy proceedings. The Company is
unable to predict the outcome of these 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, (c) 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 March 31, 2001,  all four notes and related
accrued interest have been paid.

       Cinemark  Brasil,  S.A.  currently has four main types of funding sources
executed through nine separate local and international  banks. These include: a)
BNDES automatic in the amount of US$5.4 million  executed October 1999 at a term
of 5 years with nine  months  grace  period at a BNDES  basket  rate (which is a
multiple  currency rate based on the rate at which the bank borrows) plus spread
totalling 14.5%, b) FINAME/BNDES  facility  executed December 1999 in the amount
of  R$450,000  (equivalent  to  US$225,000)  for a term of 3 years with 6 months
grace  period at a BNDES  basket rate plus  spread  totalling  14.4%,  c) Import
financing  executed  between  April 2000 through  December 2000 in the amount of
US$6.3  million at a term of 120 to 365 days at a rate of libor  +2.8-5.15%,  d)
Project  developer  financing  executed between  September 2000 through December
2000 in the amount of US$1.8  million for a term of 5 years with a 6 month grace
period at a rate of  TJLP+5%.  Each of these  sources  have  varying  guarantees
including comfort letters from Cinemark  International,  promissory notes for up
to 130% of the value, a revenue  reserve account and equipment  collateral.  The
effective  interest  rates on these  notes at March 31,  2001 are  approximately
10.5% per annum.


                                       16


<PAGE>


New Accounting Pronouncements

        On  January  1,  2001,  the  Company  adopted   Statement  of  Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative  Instruments and
Hedging Activities", as extended by SFAS No. 137 (June 1999) and amended by SFAS
No. 138 (June 2000).  All  derivatives  have been accounted for pursuant to SFAS
133 requirements.

         Based  upon  the  transition  provisions  of SFAS  133,  no  transition
adjustment was necessary as of January 1, 2001.  The Company's  balance sheet as
of March 31, 2001  includes an interest  rate cap  recorded at its fair value of
$1.0 million. This derivative asset is recorded as deferred charges and other on
the Company's  balance  sheet.  As of March 31, 2001, a loss of $0.7 million has
been recorded as a component of interest  expense on the Company's  statement of
operations to recognize the decrease in the fair value of the derivative asset.

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 March 31, 2001 that
would have a material  effect on the Company's  financial  position,  results of
operations and cash flow.

        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 March 31,  2001,  there was an  aggregate  of  approximately  $462 million of
variable  rate  debt  outstanding  under  these  facilities.   These  facilities
represent approximately 55% 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>
                                March 31, 2001       March 31, 2001      December 31, 2000     December 31, 2000
         (in millions)         Carrying Amount     Fair Market Value      Carrying Amount      Fair Market Value
                               ---------------     -----------------     -----------------     -----------------
<S>                            <C>                 <C>                   <C>                   <C>
Long-term debt:
     Fixed rate                      $380                 $392                  $380                  $404
                                     ====                 ====                  ====                  ====
     Average interest rate           9.3%                                       9.3%
                                     ====                                       ====

     Variable rate                   $462                 $448                  $430                  $435
                                     ====                 ====                  ====                  ====
     Average interest rate           9.6%                                       9.2%
                                     ====                                       ====

     Long-term debt                  $842                 $840                  $810                  $839
                                     ====                 ====                  ====                  ====
</TABLE>



        In December 2000, Cinema Properties,  Inc., a wholly-owned subsidiary of
the Company, entered into the Cinema Properties Facility.  Pursuant to the terms
of the Cinema  Properties  Facility,  funds borrowed bear interest at a rate per
annum equal to LIBOR (as  defined in the Cinema  Properties  Facility)  plus the
applicable margin. As part of the Cinema Properties Facility,  in order to hedge
against future changes in interest rates, Cinema Properties, Inc. purchased from
Lehman Brothers  Derivative  Products Inc. an Interest Rate Cap Agreement with a
notional  amount  equal to $77  million  with a five year term and a strike rate
equal to three month  LIBOR as of the date of closing.  The three month LIBOR as
of the date of closing  was  6.58%.  The fair  value and  carrying  value of the
interest rate cap is approximately $1.0 million at March 31, 2001.

        The  Company is also  exposed to market  risk  arising  from  changes in
foreign  currency  exchange rates as a result of its  international  operations.
Currency fluctuations result in the Company's reporting exchange gains 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

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

Item 2. Change in Securities and Use of Proceeds

        Not Applicable

Item 3. Defaults upon Senior Securities

        Not Applicable

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

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

Item 5. Other Information

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

Item 6. Exhibits and Reports on Form 8-K

              a) Supplemental schedules specified by the Senior Notes indenture:

                           Condensed Consolidating Balance Sheets
                           (unaudited) as of March 31, 2001

                           Condensed Consolidating Statements of
                           Operations (unaudited) for the three months
                           ended March 31, 2001

                           Condensed  Consolidating  Statements  of  Cash  Flows
                           (unaudited) for the three months ended March 31, 2001

              b) Reports on Form 8-K

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


                                       19


<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                              AS OF MARCH 31, 2001
                                   (Unaudited)

                                                                    Restricted      Unrestricted
                                                                       Group            Group        Eliminations         TOTAL
                                                                 ---------------  ---------------  ---------------  ----------------
<S>                                                              <C>              <C>              <C>              <C>
                                     ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                     $   2,998,422    $  21,923,614    $         -      $   24,922,036
    Inventories                                                       2,701,536          745,828              -           3,447,364
    Co-op advertising and other receivables                           3,902,152        6,791,521         (459,313)       10,234,360
    Tax receivable                                                    1,068,082          618,234              -           1,686,316
    Prepaid expenses and other                                        2,428,315        1,029,303              -           3,457,618
                                                                 -------------------------------------------------------------------
       Total current assets                                          13,098,507       31,108,500         (459,313)       43,747,694

THEATRE PROPERTIES AND EQUIPMENT                                    942,457,807      249,749,494              -       1,192,207,301
    Less accumulated depreciation and amortization                 (216,715,969)     (41,303,365)             -        (258,019,334)
                                                                 -------------------------------------------------------------------
       Theatre properties and equipment - net                       725,741,838      208,446,129              -         934,187,967

OTHER ASSETS
    Goodwill - net                                                    8,826,163        7,641,531              -          16,467,694
    Investments in and advances to affiliates                       163,812,854          505,915     (157,829,778)        6,488,991
    Deferred charges and other - net                                 34,699,831       10,483,582              -          45,183,413
                                                                 -------------------------------------------------------------------
       Total other assets                                           207,338,848       18,631,028     (157,829,778)       68,140,098
                                                                 -------------------------------------------------------------------
TOTAL                                                             $ 946,179,193    $ 258,185,657    $(158,289,091)   $1,046,075,759
                                                                 ===================================================================

              LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Current portion of long-term debt                             $   2,757,711    $  32,454,187    $         -      $   35,211,898
    Current income taxes payable                                        (95,400)          95,400              -                 -
    Accounts payable and accrued expenses                            67,883,189       15,231,041         (459,313)       82,654,917
                                                                 -------------------------------------------------------------------
       Total current liabilities                                     70,545,500       47,780,628         (459,313)      117,866,815

LONG-TERM LIABILITIES
    Senior credit agreements                                        327,479,464       99,387,523              -         426,866,987
    Senior subordinated debt                                        380,209,055              -                -         380,209,055
    Deferred lease expenses                                          20,568,464          461,064              -          21,029,528
    Deferred gain on sale leasebacks                                  5,012,980              -                -           5,012,980
    Deferred income taxes                                            12,737,873          (45,613)             -          12,692,260
    Deferred revenues and other long-term liabilities                13,315,084           (9,944)             -          13,305,140
                                                                 -------------------------------------------------------------------
       Total long-term liabilities                                  759,322,920       99,793,030              -         859,115,950

MINORITY INTERESTS IN SUBSIDIARIES                                    6,377,200       19,327,268              -          25,704,468

SHAREHOLDERS' EQUITY
    Class A Common stock, $.01 par value: 10,000,000 shares
       authorized, 1,500 shares issued and outstanding                       15              -                -                  15
    Class B Common stock, no par value: 1,000,000 shares
       authorized, 234,782 shares issued                             49,538,316       13,062,000      (13,062,000)       49,538,316
    Additional paid-in-capital                                       13,145,365      144,767,778     (144,767,778)       13,145,365
    Unearned compensation - stock options                            (1,699,104)             -                -          (1,699,104)
    Retained earnings                                                86,257,607      (40,202,558)             -          46,055,049
    Treasury stock, 57,245 Class B shares at cost                   (24,232,890)             -                -         (24,232,890)
    Accumulated other comprehensive loss                            (13,075,736)     (26,342,489)             -         (39,418,225)
                                                                 -------------------------------------------------------------------
       Total shareholders' equity                                   109,933,573       91,284,731     (157,829,778)       43,388,526
                                                                 -------------------------------------------------------------------
TOTAL                                                             $ 946,179,193    $ 258,185,657    $(158,289,091)   $1,046,075,759
                                                                 ===================================================================
</TABLE>


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


                                       20


<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (Unaudited)

                                                                    Restricted      Unrestricted
                                                                       Group            Group        Eliminations         TOTAL
                                                                 ---------------  ---------------  ---------------  ----------------
<S>                                                              <C>              <C>              <C>              <C>
REVENUES
    Admissions                                                    $  99,382,277    $  28,456,461    $         -      $  127,838,738
    Concessions                                                      47,749,612       10,094,135              -          57,843,747
    Other                                                            10,292,310        2,176,323       (2,081,046)       10,387,587
                                                                 ------------------------------------------------------------------
                  Total                                             157,424,199       40,726,919       (2,081,046)      196,070,072

COSTS AND EXPENSES
    Cost of operations:
        Film rentals and advertising                                 51,130,734       14,177,689              -          65,308,423
        Concession supplies                                           7,840,147        2,432,733              -          10,272,880
        Salaries and wages                                           18,021,240        3,457,364              -          21,478,604
        Facility leases                                              24,445,756        4,345,650              -          28,791,406
        Utilities and other                                          22,146,023        6,622,741       (2,081,046)       26,687,718
                                                                 -------------------------------------------------------------------
                  Total                                             123,583,900       31,036,177       (2,081,046)      152,539,031

    General and administrative expenses                               7,852,148        1,990,792              -           9,842,940
    Depreciation and amortization                                    11,915,250        4,693,314              -          16,608,564
    Asset impairment loss                                               450,000              -                -             450,000
    (Gain) loss on sale of assets                                    (1,679,932)       1,790,846              -             110,914
                                                                 -------------------------------------------------------------------
                  Total                                             142,121,366       39,511,129       (2,081,046)      179,551,449

OPERATING INCOME                                                     15,302,833        1,215,790              -          16,518,623

OTHER INCOME (EXPENSE)
    Interest expense                                                (14,906,787)      (4,355,443)             -         (19,262,230)
    Amortization of debt issue cost and debt discount                  (256,119)        (387,009)             -            (643,128)
    Interest income                                                     124,771          244,873              -             369,644
    Foreign currency exchange gain (loss)                                98,929       (1,251,058)             -          (1,152,129)
    Equity in loss of affiliates                                        (14,360)         (23,318)             -             (37,678)
    Minority interests in (income) loss of subsidiaries                (257,175)         377,065              -             119,890
                                                                 -------------------------------------------------------------------
                  Total                                             (15,210,741)      (5,394,890)             -         (20,605,631)
                                                                 -------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES                                        92,092       (4,179,100)             -          (4,087,008)

Income taxes (benefit)                                               (1,479,657)          55,167              -          (1,424,490)
                                                                 ------------------------------------------------------------------
NET INCOME (LOSS)                                                 $   1,571,749    $  (4,234,267)   $         -      $   (2,662,518)
                                                                 ===================================================================
</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 CONSOLIDATING STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (Unaudited)

                                                                    Restricted      Unrestricted
                                                                       Group            Group        Eliminations         TOTAL
                                                                 ---------------  ---------------  ---------------  ----------------
<S>                                                              <C>              <C>              <C>              <C>
OPERATING ACTIVITIES
    Net income (loss)                                             $   1,571,749    $  (4,234,267)   $         -      $   (2,662,518)

    Noncash items in net income (loss):
       Depreciation                                                  11,611,426        4,307,280              -          15,918,706
       Amortization - goodwill and other assets                         303,824          386,034              -             689,858
       Loss on impairment of assets                                     450,000              -                -             450,000
       Amortization of gain on sale leasebacks                          (91,481)             -                -             (91,481)
       Deferred lease expenses                                          559,314           (5,033)             -             554,281
       Amortization of prepaid leases                                   435,543          254,505              -             690,048
       Deferred income tax expense                                   (2,139,418)             -                -          (2,139,418)
       Amortization of debt discount and premium                         (7,127)             -                -              (7,127)
       Amortized compensation - stock options                           206,860              -                -             206,860
       (Gain) loss on sale of assets                                 (1,679,932)       1,790,846              -             110,914
       Equity in loss of affiliates                                      14,360           23,318              -              37,678
       Minority interests in income (loss) of subsidiaries              257,175         (377,065)             -            (119,890)

    Cash provided by (used for) operating working capital:
       Inventories                                                      222,209           65,382              -             287,591
       Co-op advertising and other receivables                       (4,164,050)       2,175,714              -          (1,988,336)
       Prepaid expenses and other                                       220,438          (86,390)             -             134,048
       Accounts payable and accrued expenses                        (32,765,798)      (1,068,148)             -         (33,833,946)
       Income tax receivable/payable                                   (268,467)          44,872              -            (223,595)
                                                                 -------------------------------------------------------------------
           Net cash provided by (used for) operating activities     (25,263,375)       3,277,048              -         (21,986,327)

INVESTING ACTIVITIES
    Additions to Theatre properties and equipment                    (5,408,707)      (1,195,407)             -          (6,604,114)
    Sale of Theatre properties and equipment                          3,146,296           13,221              -           3,159,517
    Decrease (increase) in other assets, investments in
       and advances to affiliates                                      (647,419)       4,653,857              -           4,006,438
                                                                 -------------------------------------------------------------------
       Net cash provided by (used for) investing activities          (2,909,830)       3,471,671              -             561,841

FINANCING ACTIVITIES
    Decrease in long-term debt                                          (67,361)      (2,153,123)             -          (2,220,484)
    Increase in long-term debt                                       33,005,969        1,186,839              -          34,192,808
    Decrease in deferred revenues and other long-term liabilities    (3,446,832)            (142)             -          (3,446,974)
    Minority investment in subsidiaries, net                             29,451       (1,896,620)             -          (1,867,169)
                                                                 -------------------------------------------------------------------
       Net cash provided by (used for) financing activities          29,521,227       (2,863,046)             -          26,658,181

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  14,052         (165,705)             -            (151,653)
                                                                 -------------------------------------------------------------------
INCREASE IN CASH AND CASH EQUIVALENTS                                 1,362,074        3,719,968              -           5,082,042

CASH AND CASH EQUIVALENTS:
    Beginning of period                                               1,636,348       18,203,646              -          19,839,994
                                                                 -------------------------------------------------------------------
    End of period                                                 $   2,998,422    $  21,923,614    $         -      $   24,922,036
                                                                 ===================================================================
</TABLE>


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


                                       22


<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:             May 15, 2001


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

                                                         /s/Robert Copple
                                                         Robert Copple
                                                         Chief Financial Officer
















                                       23


<PAGE>