UNITED STATES
                      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, 1999



                               CINEMARK USA, INC.
             (Exact name of Registrant as specified in its charter)

                          Texas                           75-2206284
              (State or Other Jurisdiction               (I.R.S. Employer
            of incorporation or Organization)           Identification No.)

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

       Registrant's Telephone Number, including area code: (972) 665-1000



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

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

                                 Yes X No ____

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

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

        As of May 15,  1999,  1,500  shares of Class A Common  Stock and 183,733
shares of Class B Common  Stock  (including  options to acquire  6,871 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, 1999 (unaudited)
                         and December 31, 1998                               3

                      Condensed Consolidated Statements of Income
                         (unaudited) for the three month
                         periods ended March 31, 1999 and 1998               4

                      Condensed Consolidated Statements of Cash
                         Flows (unaudited) for the three month
                         periods ended March 31, 1999 and 1998               5

                      Notes to Condensed Consolidated Financial
                         Statements                                          6

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

    Item 3.           Quantitative and Qualitative Disclosures
                         About Market Risk                                   15


PART II           OTHER INFORMATION

    Item 1.           Legal Proceedings                                      16

    Item 2.           Changes in Securities and Use of Proceeds              16

    Item 3.           Defaults Upon Senior Securities                        16

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

    Item 5.           Other Information                                      16

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

SIGNATURES                                                                   20




                                       2

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

                      CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                               March 31,        December 31,
                                                                 1999               1998
                                                             (Unaudited)
<S>                                                         <C>               <C>
    ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                $ 18,546,398       $ 25,645,868
    Inventories                                                 3,430,642          3,591,705
    Co-op advertising and other receivables                    17,982,596         12,414,288
    Income tax receivable                                       5,571,503          3,032,642
    Prepaid expenses and other                                  1,949,821          2,457,952
                                                             --------------------------------
      Total current assets                                     47,480,960         47,142,455

THEATRE PROPERTIES AND EQUIPMENT                              952,282,377        889,053,977
    Less accumulated depreciation and amortization           (152,557,798)      (138,550,648)
                                                             --------------------------------
      Theatre properties and equipment - net                  799,724,579        750,503,329

OTHER ASSETS:
    Certificates of deposit                                     2,221,838          4,056,096
    Investments in and advances to affiliates                   3,496,790         29,811,533
    Goodwill - net                                             16,796,600         13,495,195
    Deferred charges and other - net                           45,341,218         37,664,026
                                                               ------------------------------
      Total other assets                                       67,856,446         85,026,850

                                                            ---------------------------------
TOTAL                                                        $915,061,985      $ 882,672,634
                                                            =================================
              LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt                         $ 2,084,197          $ 337,895
    Accounts payable and accrued expenses                      64,673,828         95,298,457
                                                             --------------------------------
      Total current liabilities                                66,758,025         95,636,352

LONG-TERM LIABILITIES:
    Senior credit agreements                                  326,471,352        251,037,528
    Senior subordinated notes                                 380,266,070        380,273,198
    Deferred lease expenses                                    14,430,115         14,006,106
    Deferred gain on sale leaseback                             6,715,104          6,803,542
    Deferred income taxes                                      20,712,510         16,114,342
                                                            ---------------------------------
      Total long-term liabilities                             748,595,151        668,234,716

MINORITY INTERESTS IN SUBSIDIARIES                             37,128,202         43,001,950

SHAREHOLDERS' EQUITY:
    Class A common stock, $.01 par value: 10,000,000 shares
      authorized, 1,500 shares issued and outstanding                  15                 15
    Class B common stock, no par value: 1,000,000 shares
      authorized, 234,073 shares issued                        49,537,607         49,537,607
    Additional paid-in-capital                                 13,790,731         13,773,691
    Unearned compensation - stock options                      (3,884,498)        (4,221,326)
    Retained earnings                                          54,966,284         58,105,217
    Treasury stock, 57,211 Class B shares at cost             (24,198,890)       (24,198,890)
    Accumulated other comprehensive income                    (27,630,642)       (17,196,698)
                                                              --------------------------------
      Total shareholders' equity                               62,580,607         75,799,616

                                                            ---------------------------------
TOTAL                                                        $915,061,985      $ 882,672,634
                                                            =================================
</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
                                                                         THREE MONTHS ENDED MARCH 31,
                                                                           1999             1998
<S>                                                                    <C>              <C>
REVENUES
    Admissions                                                          $ 95,216,424     $ 78,306,293
    Concessions                                                           46,777,297       42,545,553
    Other                                                                  7,274,306        3,370,197
                                                                       -------------------------------
        Total                                                            149,268,027      124,222,043

COSTS AND EXPENSES:
    Cost of operations
      Film rentals and advertising                                        49,201,117       40,476,354
      Concession supplies                                                  7,494,034        6,572,624
      Salaries and wages                                                  19,337,983       14,713,094
      Facility leases                                                     20,572,916       12,541,150
      Utilities and other                                                 21,660,535       16,213,640
                                                                       -------------------------------
        Total                                                            118,266,585       90,516,862

    General and administrative expenses                                    7,993,500        7,080,937
    Depreciation and amortization                                         11,332,785        7,698,423
                                                                       -------------------------------
        Total                                                            137,592,870      105,296,222

OPERATING INCOME                                                          11,675,157       18,925,821

OTHER INCOME (EXPENSE)
    Interest expense                                                     (13,121,263)      (7,725,738)
    Amortization of debt issue cost                                         (199,554)        (165,328)
    Amortization of bond discount                                            (43,625)         (35,292)
    Interest income                                                          579,563        1,218,477
    Gain on sale of assets and other                                          66,906          442,158
    Foreign currency exchange gain (loss)                                     76,234         (279,734)
    Equity in income of affiliates                                            55,859          215,137
    Minority interests in subsidiaries                                       730,402         (351,243)
                                                                       --------------------------------
        Total                                                            (11,855,478)      (6,681,563)
                                                                       --------------------------------

INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE
    EFFECT OF AN ACCOUNTING CHANGE                                          (180,321)      12,244,258

Income taxes (benefit)                                                       (10,025)       5,103,150
                                                                       -------------------------------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE              (170,296)       7,141,108

Cumulative effect of a change in an accounting principle - net of tax
    benefit of $417,570                                                   (2,968,637)               -
                                                                       -------------------------------
NET INCOME (LOSS)                                                       $ (3,138,933)     $ 7,141,108
                                                                       ===============================
EARNINGS PER SHARE:
    Basic:
      Income (loss) before cumulative effect of an accounting change         $ (0.95)         $ 40.05
      Cumulative effect of an accounting change                               (16.65)               -
                                                                       -------------------------------
      Net Income (loss)                                                     $ (17.60)         $ 40.05
                                                                       ===============================

    Diluted:
      Income (loss) before cumulative effect of an accounting change         $ (0.95)         $ 38.28
      Cumulative effect of an accounting change                               (16.65)               -
                                                                       -------------------------------
      Net Income (loss)                                                     $ (17.60)         $ 38.28
                                                                       ===============================

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

        See accompanying Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                                         THREE MONTHS ENDED MARCH 31,
                                                                             1999                1998
<S>                                                                    <C>                  <C>
OPERATING ACTIVITIES:
     Net Income (loss)                                                   $ (3,138,933)        $ 7,141,108

     Noncash items in net income:
        Depreciation                                                       11,005,899           7,414,717
        Amortization - goodwill and other assets                              526,440             449,034
        Amortization of gain on sale leaseback                                (88,438)                  -
        Deferred lease expenses                                               424,009             349,391
        Amortization of prepaid leases                                        182,994             100,704
        Deferred income tax expense                                         4,598,168             536,174
        Amortization of debt discount and premium                              (7,128)            (15,460)
        Amortized compensation - stock options                                356,138             221,022
        Gain on sale of assets                                                (66,906)           (442,158)
        Equity in income of affiliates                                        (55,859)           (215,137)
        Minority interests in income (loss) of subsidiaries                  (730,402)            351,243
        Cumulative effect of an accounting change                            3,386,207                  -

     Cash provided by (used for) operating working capital:
        Inventories                                                           161,063          (1,035,477)
        Co-op advertising and other receivables                            (5,568,308)          6,167,369
        Prepaid expenses and other                                            325,137           6,996,992
        Accounts payable and accrued expenses                             (30,624,629)        (13,643,687)
        Income tax receivable/payable                                      (2,538,861)          2,632,709
                                                                        ----------------------------------
           Net cash provided by (used for) operating activities           (21,853,409)         17,008,544

INVESTING ACTIVITIES:
     Additions to Theatre properties and equipment                        (38,876,156)       (105,192,681)
     Sale of Theatre properties and equipment                                  66,906         131,485,148
     Decrease in certificates of deposit                                    1,834,258                   -
     Decrease in investments in and advances to affiliates                  8,240,602           4,224,135
     Increase in deferred charges and other                                (7,900,973)         (8,248,689)
                                                                        ----------------------------------
        Net cash provided by (used for) investing activities              (36,635,363)         22,267,913

FINANCING ACTIVITIES:
     Issuance of Senior Subordinated Notes                                          -         103,950,000
     Decrease in long-term debt                                           (14,217,969)       (191,176,414)
     Increase in long-term debt                                            73,679,561          78,716,477
     Investment in partnership                                                      -          (2,536,553)
     Minority investment in subsidiaries, net                              (7,638,346)            293,523
                                                                        ----------------------------------
        Net cash provided by (used for) financing activities               51,823,246         (10,752,967)

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                      (433,944)           (931,901)
                                                                        ----------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           (7,099,470)         27,591,589

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                   25,645,868          31,788,380
                                                                        ----------------------------------

     End of period                                                       $ 18,546,398        $ 59,379,969
                                                                        ==================================
</TABLE>

        See accompanying Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>
                      CINEMARK USA, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.      Interim Financial Statements

        The accompanying  condensed  consolidated financial statements have been
prepared by the Company,  without audit,  according to the rules and regulations
of the Securities and Exchange Commission.  In the opinion of management,  these
interim financial  statements reflect all adjustments (which include only normal
recurring  adjustments)  necessary  to state fairly the  financial  position and
results of operations as of and for the periods indicated.

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

        Operating  results  for the three  months  ended  March 31, 1999 are not
necessarily indicative of the results to be achieved for the full year.

2       Foreign Currency Translation

        The accumulated other  comprehensive  income in shareholders'  equity of
$27,630,642   and   $17,196,698  at  March  31,  1999  and  December  31,  1998,
respectively,  primarily relates to the unrealized  adjustments from translating
the financial statements of Cinemark Brasil, S.A. and Cinemark de Mexico.

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

        In  1999,  the  economy  of  Mexico   reverted  back  to  a  non  highly
inflationary status resulting in the peso again being the functional currency of
Cinemark  de  Mexico.  Thus,  devalutions  in the peso have been  charged to the
accumulated other comprehensive income account during the first quarter of 1999.
In addition,  the Company  recorded an  adjustment  to restate  certain  assets,
liabilities  and equity  accounts to their  original  values  reflected in a non
highly inflationary environment as follows:

       Increase in theatre properties and equipment, net          $ 7,119,403
       Increase in prepaids                                           752,129
       Increase in deferred income taxes                           (2,803,680)
       Decrease in accumulated other comprehensive income         $(5,067,852)

3.      FAS 130 - Comprehensive  Income

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

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                      March 31,
                                                               1999                 1998
<S>                                                    <C>                      <C>

       Net income (loss)                                    $(3,138,933)          $7,141,108
       Foreign currency translation adjustment              (10,433,944)           (931,901)
                                                      =====================   ================
       Comprehensive income (loss)                         $(13,572,877)          $6,209,207
                                                      =====================   ================
</TABLE>

                                       6

<PAGE>
4.      Income Taxes

        Beginning   January  1,  1999,   management   plans  to   reinvest   the
undistributed  earnings of its foreign  subsidiaries located in Mexico, Peru and
Argentina.  For years  beginning  after 1998, the Company  adopted the exception
allowed  under APB  Opinion  #23 for these  foreign  subsidiaries.  As a result,
deferred  U.S.  federal  income  taxes  are not  provided  on the  undistributed
earnings of these foreign  subsidiaries.  The cumulative amount of undistributed
earnings on which the Company has not recognized income taxes is $1.2 million.

5.      Accounting for Start-up Activities and Organization Costs

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

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

        The   following  is  provided  as   supplemental   information   to  the
consolidated statement of cash flows:
<TABLE>
<CAPTION>

                          Three Months Ended March 31,
                                    1999 1998
<S>                                          <C>                   <C>
               Cash paid for interest         $22,171,834           $16,758,977
               Cash paid for income taxes         288,267                10,845
</TABLE>

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

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

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

               Theatre properties and equipment, net                 $5,000,000
               Minority interest                                    (2,495,000)
                                                                    -----------
               Investment in affiliate                               $2,505,000
                                                                    ===========

                                       7


<PAGE>

7.      Reporting Segments

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

<TABLE>
<CAPTION>

                                                                       Other Foreign
                      United States       Mexico          Brazil         Countries     Eliminations     Consolidated
1999
<S>                   <C>             <C>             <C>             <C>              <C>            <C>
Total revenues          $115,512,653     $12,087,078      $9,225,861      $13,268,360     $(825,925)       $149,268,027
                      =============== =============== =============== ================ ============== ==================
Long-lived assets,
net                      624,436,974      54,486,748      45,893,367       74,907,490             -         799,724,579
                      =============== =============== =============== ================ ============== ==================

1998

Total revenues          $107,087,437     $11,027,665      $5,576,364       $1,079,355     $(548,778)       $124,222,043
                      =============== =============== =============== ================ ============== ==================
Long-lived assets,
net                      451,874,689      34,041,300      42,957,041        4,635,733             -         533,508,763
                      =============== =============== =============== ================ ============== ==================
</TABLE>



































                                       8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.

Results of Operations

        The  following  table  presents  certain  income  statement  items  as a
percentage of revenues.
<TABLE>
<CAPTION>

                                  % of Revenues
                               Three Months Ended
                                    March 31,
                                    1999 1998
                                                     ----------------------
<S>                                                  <C>           <C>
        Revenues:
          Admissions                                     63.8        63.0
          Concessions                                    31.3        34.3
          Other                                           4.9         2.7
                                                        -----       -----
        Total revenues                                  100.0       100.0
        Cost of operations                               79.2        72.9
        General and administrative expenses               5.4         5.7
        Depreciation and amortization                     7.6         6.2
        Operating income                                  7.8        15.2
        Interest expense                                  9.0         6.4
        Income (loss) before income taxes and
           cumulative effect of an accounting change     (0.1)        9.9
        Income (loss) before cumulative effect
           of an accounting change                       (0.1)        5.8
        Net income (loss)                                (2.1)        5.8
</TABLE>

Revenues

        Revenues  for the  quarter  ended  March 31,  1999  increased  to $149.3
million  from  $124.2  million for the quarter  ended  March 31,  1998,  a 20.2%
increase.   The  increase  in  revenues  for  the  first  quarter  is  primarily
attributable  to an  18.7%  increase  in  attendance  as the  result  of the net
addition of 560 screens  since the first  quarter of 1998.  Revenues per average
screen decreased 13.1% to $64,419 for the first quarter of 1999 from $74,112 for
the first quarter of 1998.


Cost of Operations

        Cost of operations,  as a percentage of revenues,  increased to 79.2% in
the first quarter of 1999 from 72.9% in the first quarter of 1998.  The increase
as a percentage of revenues  resulted from an increase in facility lease expense
as a percentage  of revenues to 13.8% in 1999 from 10.1% in 1998  partially as a
result of the two sale  leaseback  transactions  which occurred in the first and
fourth  quarters of 1998, an increase in concession  supplies as a percentage of
concession  revenues  to 16.0%  in 1999  from  15.4% in 1998 as a result  of the
greater number of international  theatres in operation,  an increase in salaries
and wages as a percentage of revenues to 13.0% in 1999 from 11.8% in 1998 and an
increase in utilities and other expenses as a percentage of revenues to 14.5% in
1999 from 13.1% in 1998.


General and Administrative Expenses

        General  and  administrative  expenses,  as a  percentage  of  revenues,
declined  to 5.4% in the first  quarter of 1999 as compared to 5.7% in the first
quarter of 1998 as a result of the expanding base of theatre operations.

                                       9


<PAGE>
The  absolute  level of general and  administrative  expenses  increased to $8.0
million in the first  quarter of 1999 from $7.1 million in the first  quarter of
1998. The increase in general and administrative expenses is attributed to costs
(primarily salaries and wages) associated with the Company's expansion program.


Depreciation and Amortization

        Depreciation  and  amortization  increased 46.8% to $11.3 million in the
first  quarter  of 1999 from $7.7  million  in the first  quarter  of 1998.  The
increase is a result of the net addition of $315.2  million in theatre  property
and equipment since the first quarter of 1998, a 49.5% increase.  The difference
in the percentage  increase in  depreciation  and  amortization  compared to the
increase in theatre property and equipment is a result of the timing of when the
additions were placed in service during the period.


Interest Expense

        Interest costs incurred,  including  amortization of debt issue cost and
debt discount, increased 60.4% during the first quarter of 1999 to $14.6 million
(including  capitalized  interest to properties  under  construction)  from $9.1
million  (including  capitalized  interest).  The  increase  in  interest  costs
incurred  for the first  quarter of 1999 was due  principally  to an increase in
average debt  outstanding  resulting from borrowings  under the Company's Credit
Facility.


Income Taxes

        An income tax benefit of $10,025 was recorded  for the first  quarter of
1999 as  compared  to $5.1  million  expense in the first  quarter of 1998.  The
Company's  effective  rate for the first  quarter of 1999 was 5.6%  compared  to
41.7% in the first quarter of 1998.  The net decrease is due to the tax benefits
of the loss and the  adoption  of APB  Opinion  #23  being  offset  by the local
foreign country income taxes and losses in certain  foreign  countries which are
subject to a valuation allowance.


Cumulative Effect of a Change in an Accounting Principle

        The  Company  recorded  a  cumulative  effect of a change in  accounting
principle of $2.9 million  (net of tax) in the first  quarter of 1999  resulting
from the write off of the unamortized start-up activities and organization costs
due to the adoption of Statement of Position (SOP) 98-5.


Net Income (Loss)

        The Company  realized a net loss of $(3.1) million for the first quarter
of 1999 as compared to net income of $7.1 million for the first quarter of 1998.

                                       10
<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 81% of the screens operated by the Company
having been built in the 1990's.  The Company's  investing  activities have been
principally in connection with new theatre openings and acquisitions of existing
theatres  and theatre  circuits.  As of May 12,  1999,  the Company has opened 6
theatres (95 screens) and has 12 theatres (222 screens)  under  construction  or
scheduled  to open in the  United  States by the end of 1999.  Certain  of these
theatres will be megaplexes which may cost in excess of $15 million per theatre.
The Company  also plans to open  approximately  250 screens in the U.S. in 2000.
The  Company  currently   estimates  that  its  capital   expenditures  for  the
development of these approximately 560 screens in the U.S. in 1999 and 2000 will
be  approximately  $290  million.  As of May 12, 1999,  the Company had expended
approximately $115 million toward the development of these screens.  The Company
plans to fund  capital  expenditures  for its  development  from  cash flow from
operations,  sale  leaseback  transactions,  and  borrowings  under  the  Credit
Facility.  Actual  expenditures for theatre  development and acquisitions during
1999 and 2000 are subject to change based upon the  availability  of  attractive
opportunities for expansion of the Company's theatre circuit.

        On August  1996,  the Company  issued $200 million  principal  amount of
Series B Senior  Subordinated  Notes which bear interest at a rate of 9 5/8% per
annum (the Series B Notes"), payable semi-annually on February 1 and August 1 of
each  year.  The Series B Notes were  issued at  99.553% of the  principal  face
amount (a discount of $4.47 per $1,000  principal  amount).  The net proceeds to
the Company from the  issuance of the Series B Notes (net of discount,  fees and
expenses)  were  approximately  $193.2  million.  The proceeds from the Series B
Notes were used to repurchase 98.7% of the the Company's $125 million  aggregate
principal  amount 12% Senior Notes due 2002 (the "Senior  Notes")  pursuant to a
tender offer which expired on August 15, 1996.  The Senior Notes were  purchased
at a premium of $1,098.33  (including a consent fee of $25) per $1,000 principal
amount,  plus accrued and unpaid  interest up to the date of repurchase.  Excess
proceeds were  utilitized to reduce the  borrowings  under the Company's  Credit
Facility  and for  general  corporate  purposes.  On June 2,  1997  the  Company
redeemed the remaining outstanding Senior Notes ($1.6 million). The Senior Notes
were redeemed at a premium of $1,060 per $1,000 principal  amount,  plus accrued
and unpaid interest up to the date of redemption.

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

        In January 1998,  the Company  issued $105 million  aggregate  principal
amount of 8 1/2%  Series A Senior  Subordinated  Notes  due 2008 (the  "Series A
Notes") pursuant to Rule 144A (the "Offering"). The net proceeds of the Offering
were used by the  Company to reduce  the  Company's  indebtedness  under the the
Credit Facility.  The Company exchanged the Series A Notes on March 17, 1998 for
8 1/2% Series B Senior  Subordinated  Notes (the "8 1/2% Series B Notes")  which
have been registered under the Securities Act of 1933, as amended.

        In February 1998, the Company replaced its existing credit facility with
a reducing,  revolving credit agreement (the "Credit  Facility") through a group
of banks for which Bank of America  National Trust and Savings  Association acts
as  Administrative  Agent. The Credit Facility provides for loans to the Company
of up to $350 million in the aggregate.

                                      11


<PAGE>

       The  Credit  Facility  is a  reducing  revolving  credit  facility,  with
commitments   automatically   reduced  each  calendar   quarter  by  $8,750,000,
$11,812,500,  $13,125,000,  $12,031,000  and  $6,562,500  in calendar year 2001,
2002, 2003, 2004 and 2005,  respectively.  The Company is required to prepay all
loans  outstanding in excess of the aggregate  commitment as reduced pursuant to
the  terms of the  Credit  Facility.  Borrowings  are  secured  by a pledge of a
majority of the issued and  outstanding  capital  stock of the Company,  and the
credit agreement  requires that the Company  maintains certain financial ratios;
restricts  the  payment  of  dividends,  payment of  subordinated  debt prior to
maturity  and  issuance of  preferred  stock and other  indebtedness;  and other
restrictive  covenants.  Pursuant  to the terms of the  Credit  Facility,  funds
borrowed  bear  interest  at a rate per  annum  equal to the  Offshore  Rate (as
defined  in the  Credit  Facility)  or the Base Rate (as  defined  in the Credit
Facility,  as the case may be),  plus the  Applicable  Margin (as defined in the
Credit  Facility).  As of May 12, 1999, the Company had borrowed  $268.5 million
under the Credit Facility.  The effective interest rate on such borrowings as of
May 12, 1999 is 6.6% per annum.

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

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

        In 1992,  the  Company  formed  Cinemark  International  to develop  and
acquire  theatres  in  international  markets.  As of  May  12,  1999,  Cinemark
International,  through  its  affiliates,  operated 56  theatres  (504  screens)
principally in Latin America.  The following table  summarizes the Company's and
Cinemark  International's  holdings in each international  market, the number of
theatres  and  screens  in such  market  as of May 12,  1999 and the  number  of
theatres and screens under construction in 1999.

<TABLE>
<CAPTION>

                           Year of                               Operating                1999 Planned Openings
Country                   Formation      Ownership %         Theatres/Screens               Theatres/Screens
<S>                       <C>            <C>            <C>                          <C>    
Mexico                      1992             95%         18 theatres (177 screens)       3 theatres (26 screens)
Chile                       1992             98%         10 theatres (83 screens)         1 theatre (6 screens)
Argentina                   1995             50%          5 theatres (44 screens)        1 theatre (10 screens)
Argentina                   1997            100%          2 theatres (15 screens)        2 theatres (20 screens)
Brazil                      1996             60%         13 theatres (126 screens)       4 theatres (40 screens)
Ecuador                     1996             60%          2 theatres (16 screens)     existing theatre (3 screens)
Peru                        1996            100%          1 theatre (12 screens)         2 theatres (17 screens)
Central America             1997             50%          5 theatres (31 screens)        2 theatres (14 screens)
Colombia                    1998             50%                    N/A                            N/A
Taiwan                      1998             50%                    N/A                            N/A
United Kingdom              1998            100%                    N/A                            N/A

    Total                                                56 theatres (504 screens)      15 theatres (136 screens)
</TABLE>

        The Company, through Cinemark International and its affiliates, plans to
invest up to an additional $100 million in international  ventures,  principally
in Latin  America,  over the next three  years.  The  Company  anticipates  that
investments in excess of Cinemark International's  available cash will be funded
by the Company or by debt or equity  financing  to be provided by third  parties
directly to Cinemark International or its subsidiaries.

        In August 1998,  the Company  formed  Cinemark  Investments  
Corporation  for the purpose of financing  its Brazilian  operations  by  
investing  in foreign  fixed rate notes  issued by  Cinemark  Brasil  S.A.,  an
indirect Brazilian  subsidiary  of the Company.  In September 1998, Cinemark

                                       12


<PAGE>

Investments  Corporation  executed a credit  agreement with Bank of America that
provides  Cinemark  Investments  Corporation  up to $20 million in the aggregate
under a revolving  line of credit  facility  (the  Cinemark  Investments  Credit
Agreement).   The  Cinemark  Investments  Credit  Agreement  is  secured  by  an
assignment  of certain  fixed rate  notes  issued by  Cinemark  Brasil  S.A.  to
Cinemark Investments  Corporation and an unconditional  guaranty by the Company.
Pursuant  to the  terms of the  Cinemark  Investments  Credit  Agreement,  funds
borrowed  bear  interest at a rate per annum equal to the  Offshore  Rate or the
Base Rate (both  defined in the Cinemark  Investments  Credit  Agreement) as the
case may be. As of May 12, 1999, Cinemark  Investments  Corporation had borrowed
$20 million under the Cinemark  Investments  Credit  Agreement,  the proceeds of
which were used to  purchase  fixed rate notes  issued by  Cinemark  Brasil S.A.
bearing interest at 13.25%. The effective interest rate on such borrowings as of
May 12, 1999 is 7.1% per annum.

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

        In September 1998, Cinemark  International  entered into a joint venture
agreement with Core Pacific Ltd. to develop state-of-the-art  multiplex theatres
in Taiwan,  Republic of China.  The joint  venture  will  conduct  its  business
through   Cinemark-Core   Pacific   Ltd.   which  is  50.1%  owned  by  Cinemark
International  and 49.9% owned by Core Pacific Ltd.  Cinemark-Core  Pacific Ltd.
expects to begin construction on four theatres (32 screens) during 2000.

        In November 1998,  Cinemark Mexico executed a credit agreement with Bank
of  America   National  Trust  and  Savings   Association   for  itself  and  as
Administrative Agent (the Cinemark Mexico Credit Agreement). The Cinemark Mexico
Credit  Agreement  is a revolving  credit  facility  and  provides for a loan to
Cinemark  Mexico of up to $30  million in the  aggregate.  The  Cinemark  Mexico
Credit  Agreement  is  secured  by a pledge of 65% of the stock of  Cinemark  de
Mexico S.A. de C.V. and an  unconditional  guaranty by the Company.  Pursuant to
the terms of the Cinemark Mexico Credit Agreement,  funds borrowed bear interest
at a rate per annum  equal to the  Offshore  Rate (as  defined  in the  Cinemark
Mexico  Credit  Agreement)  or the Base Rate (as defined in the Cinemark  Mexico
Credit Agreement), as the case may be, plus the Applicable Margin (as defined in
the Cinemark  Mexico Credit  Agreement).  Cinemark  Mexico  borrowed $30 million
under the Cinemark Mexico Credit  Agreement,  the proceeds of which were used to
repay an  intercompany  loan of  Cinemark  Mexico from  Cinemark  International.
Cinemark  International  used  the  proceeds  of such  repayment  to  repay  all
outstanding  indebtedness under its then existing credit facility. The effective
interest rate on such borrowings as of May 12, 1999 is 6.2% 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. expects to begin contruction on one theatre (10 screens) during
1999.

Year 2000 Compliance

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

        The Year 2000  compliance  effort is underway  across the Company and is
following a process of  assessment,  modification  and  testing.  At the present
time,  the necessary  modifications  to the  day-to-day  operating and reporting
systems for all theatres  have been  successfully  completed to ensure Year 2000
compliance.  With respect to the financial  reporting and operational  databases
associated  with  the  U.S.  corporate  office  and  the  various  international
corporate  offices,  the necessary  modifications to ensure Year 2000 compliance
are  expected  to be  completed  by August  31,  1999.  The costs to modify  the
existing  systems to ensure Year 2000  compliance  are  expected to be less than
$100,000 at the completion of the project.



                                       13


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

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

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

        The Company is in the process of formulating  its  contingency  plan for
the Year 2000  compliance  issue and anticipates to complete its plan during the
second quarter of 1999.

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


































                                       14


<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, 1999.

        An increase or decrease in interest  rates would affect  interest  costs
relating to the Company's  variable rate credit  facilities.  The Company and/or
its subsidiaries are currently parties to three such credit facilities. At March
31, 1999, there was an aggregate of approximately  $300 million of variable rate
debt  outstanding  under  these  facilities.  The  facilities  are priced with a
variable  rate based on LIBOR or a base rate,  plus, in each case, an applicable
margin.  The  Company  has no interest  rate swaps or other  hedging  facilities
relating to these credit facilities.  These facilities  represent  approximately
42% of the Company's outstanding long-term debt. Changes in interest rate do not
have a direct impact on interest  expense  relating to the remaining  fixed rate
debt facilities.

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





































                                       15


<PAGE>

PART II.       Other Information

Item 1. Legal Proceedings

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

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

Item 2. Change in Securities and Use of Proceeds

        Not Applicable

Item 3. Defaults upon Senior Securities

        Not Applicable

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

        There have not been any matters  submitted to a vote of security holders
during  the first  quarter  of 1999  through  the  solicitation  of  proxies  or
otherwise.

Item 5. Other Information

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

Item 6. Exhibits and Reports on Form 8-K

       a)     Supplemental schedules specified by the Senior Notes indenture:

                   Condensed Consolidating Balance Sheet
                   (unaudited) as of March 31, 1999

                   Condensed Consolidating Statement of
                   Income (unaudited) for the three months
                   ended March 31, 1999

                   Condensed  Consolidating  Statement of Cash Flow  (unaudited)
                   for the three months ended March 31, 1999

       b)     Reports on Form 8-K

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

                                       16


<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                              AS OF MARCH 31, 1999
                                  (Unaudited)

                                                       Restricted     Unrestricted
                                                          Group           Group        Eliminations         TOTAL
                                                       ----------     -------------    ------------      ----------
<S>                                                   <C>             <C>              <C>               <C>
    ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                           $ 7,648,154     $10,898,244              $ -      $ 18,546,398
    Inventories                                           2,735,778         694,864                -         3,430,642
    Co-op advertising and other receivables             (15,310,764)     33,865,185         (571,825)       17,982,596
    Tax receivable                                        5,571,503               -                -         5,571,503
    Prepaid expenses and other                            1,835,407         114,414                -         1,949,821
                                                      -----------------------------------------------------------------
       Total current assets                               2,480,078      45,572,707         (571,825)       47,480,960
                                                      -----------------------------------------------------------------

THEATRE PROPERTIES AND EQUIPMENT                        842,674,435     109,607,942                -       952,282,377
    Less accumulated depreciation and amortization     (142,223,138)    (10,334,660)               -      (152,557,798)
                                                      -----------------------------------------------------------------
       Theatre properties and equipment - net           700,451,297      99,273,282                -       799,724,579

OTHER ASSETS:
    Certificates of deposit                               1,875,853         345,985                -         2,221,838
    Investments in and advances to affiliates           109,357,103       3,081,368     (108,941,681)        3,496,790
    Goodwill - net                                       10,896,638       5,899,962                -        16,796,600
    Deferred charges and other - net                     27,576,727      38,252,164      (20,487,673)       45,341,218
                                                      -----------------------------------------------------------------
       Total other assets                               149,706,321      47,579,479     (129,429,354)       67,856,446
                                                      -----------------------------------------------------------------

TOTAL                                                  $852,637,696   $ 192,425,468    $(130,001,179)    $ 915,061,985
                                                      =================================================================

        LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt                     $ 276,718     $ 1,807,479              $ -         2,084,197
    Accounts payable and accrued expenses                56,187,118       8,899,336         (412,626)       64,673,828
                                                      -----------------------------------------------------------------
       Total current liabilities                         56,463,836      10,706,815         (412,626)       66,758,025

LONG-TERM LIABILITIES:
    Senior credit agreements                            287,270,708      59,688,317      (20,487,673)      326,471,352
    Senior subordinated debt                            380,266,070               -                -       380,266,070
    Deferred lease expenses                              14,268,973         161,142                -        14,430,115
    Deferred gain on sale leaseback                       6,715,104               -                -         6,715,104
    Deferred income taxes                                20,491,788         220,722                -        20,712,510
                                                      -----------------------------------------------------------------
       Total long-term liabilities                      709,012,643      60,070,181      (20,487,673)      748,595,151

MINORITY INTERESTS IN SUBSIDIARIES                        6,108,521      31,019,681                -        37,128,202

SHAREHOLDERS' EQUITY:
    Class A common stock, $.01 par value: 10,000,000 shares
       authorized, 1,500 shares issued and outstanding           15               -                 -                15
    Class B common stock, no par value: 1,000,000 shares
       authorized, 234,073 shares issued                 49,537,607       9,501,000       (9,501,000)       49,537,607
    Additional paid-in-capital                           13,790,731      99,599,880      (99,599,880)       13,790,731
    Unearned compensation - stock options                (3,884,498)              -                -        (3,884,498)
    Retained earnings                                    58,144,225      (3,177,941)               -        54,966,284
    Treasury stock, 57,211 Class B shares at cost       (24,198,890)              -                -       (24,198,890)
    Other accumulated comprehensive income              (12,336,494)    (15,294,148)               -       (27,630,642)
                                                      ------------------------------------------------------------------
       Total shareholders' equity                        81,052,696      90,628,791     (109,100,880)       62,580,607
                                                      ------------------------------------------------------------------

TOTAL                                                  $852,637,696   $ 192,425,468    $(130,001,179)    $ 915,061,985
                                                      ==================================================================

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

                                       17
<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                  (Unaudited)

                                                             Restricted       Unrestricted
                                                                Group            Group        Eliminations       TOTAL
                                                             ----------       ------------    ------------     ------------
<S>                                                        <C>                <C>               <C>           <C>
REVENUES:
    Admissions                                                $80,341,387      $14,875,037             $ -     $95,216,424
    Concessions                                                42,301,989        4,475,308               -      46,777,297
    Other                                                       6,486,937          920,799        (133,430)      7,274,306
                                                           ----------------------------------------------------------------
                  Total                                       129,130,313       20,271,144        (133,430)    149,268,027

COSTS AND EXPENSES:
    Cost of operations
        Film rentals and advertising                           41,960,991        7,240,126               -      49,201,117
        Concession supplies                                     6,008,647        1,485,387               -       7,494,034
        Salaries and wages                                     17,001,857        2,336,126               -      19,337,983
        Facility leases                                        17,515,069        3,057,847               -      20,572,916
        Utilities and other                                    19,125,781        2,668,184        (133,430)     21,660,535
                                                           ----------------------------------------------------------------
                  Total                                       101,612,345       16,787,670        (133,430)    118,266,585

    General and administrative expenses                         6,147,297        1,846,203               -       7,993,500
    Depreciation and amortization                               9,163,044        2,169,741               -      11,332,785
                                                           ----------------------------------------------------------------
                  Total                                       116,922,686       20,803,614        (133,430)    137,592,870

OPERATING INCOME                                               12,207,627         (532,470)              -      11,675,157

OTHER INCOME (EXPENSE)
    Interest expense                                          (12,172,279)      (1,578,359)        629,375     (13,121,263)
    Amortization of debt issue cost                              (175,596)         (23,958)              -        (199,554)
    Amortization of bond discount                                 (43,625)               -               -         (43,625)
    Interest income                                               412,183          796,755        (629,375)        579,563
    Gain on sale of assets and other                               54,322           12,584               -          66,906
    Foreign currency exchange gain (loss)                          94,070          (17,836)              -          76,234
    Equity in income of affiliates                                 22,613           33,246               -          55,859
    Minority interests in subsidiaries                           (120,307)         850,709               -         730,402
                                                           ----------------------------------------------------------------
                  Total                                       (11,928,619)          73,141               -     (11,855,478)
                                                           ----------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES AND
    CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE                     279,008         (459,329)              -        (180,321)

Income taxes (benefit)                                           (488,462)         478,437               -         (10,025)
                                                           ----------------------------------------------------------------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT
    OF AN ACCOUNTING CHANGE                                       767,470         (937,766)              -        (170,296)


Cumulative effect of a change in accounting principle
     - net of tax benefit                                        (500,857)      (2,467,780)              -      (2,968,637)
                                                           ----------------------------------------------------------------

NET INCOME (LOSS)                                               $ 266,613     $ (3,405,546)            $ -    $ (3,138,933)
                                                           ================================================================

    Note:  "Restricted Group" and "Unrestricted Group" are defined in the Indenture for the Senior Subordinated Notes
</TABLE>

                                      18
<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                              Restricted      Unrestricted
                                                                Group             Group        Eliminations       TOTAL
                                                              ----------      -------------    ------------    -------------
<S>                                                           <C>              <C>                <C>          <C>
OPERATING ACTIVITIES:
    Net Income (loss)                                            $ 266,613     $ (3,405,546)            $ -    $ (3,138,933)

    Noncash items in net income:
       Depreciation                                              8,938,423        2,067,476               -      11,005,899
       Amortization - goodwill and other assets                    400,217          126,223               -         526,440
       Amortization of gain on sale leaseback                      (88,438)               -               -         (88,438)
       Deferred lease expenses                                     262,867          161,142               -         424,009
       Amortization of prepaid leases                               85,286           97,708                         182,994
       Deferred income tax expense                               4,586,332           11,836               -       4,598,168
       Amortization of debt discount and premium                    (7,128)               -               -          (7,128)
       Amortized compensation - stock options                      356,138                -               -         356,138
       Gain on sale of assets                                      (54,322)         (12,584)              -         (66,906)
       Equity in income of affiliates                              (22,613)         (33,246)              -         (55,859)
       Minority interests in income (loss) of subsidiaries         120,307         (850,709)              -        (730,402)
       Cumulative effect of an accounting change                   500,857        2,885,350               -       3,386,207

    Cash provided by (used for) operating working capital:
       Inventories                                                 361,057         (199,994)              -         161,063
       Co-op advertising and other receivables                    (208,616)      (5,931,517)        571,825      (5,568,308)
       Prepaid expenses and other                                  400,000          (74,863)              -         325,137
       Accounts payable and accrued expenses                   (32,542,097)       2,330,094        (412,626)    (30,624,629)
       Income tax receivable/payable                            (2,538,861)               -               -      (2,538,861)
                                                              ---------------------------------------------------------------
           Net cash used for operating activities              (19,183,978)      (2,828,630)        159,199     (21,853,409)

INVESTING ACTIVITIES:
    Additions to Theatre properties and equipment              (37,718,064)      (1,158,092)              -     (38,876,156)
    Sale of Theatre properties and equipment                        54,322           12,584               -          66,906
    Decrease in certificates of deposit                            369,001        1,465,257               -       1,834,258
    Decrease (increase) in other assets, investments in
       and advances to affiliates                              (10,801,849)      11,300,677        (159,199)        339,629
                                                              --------------------------------------------------------------
       Net cash provided by (used for) investing activities    (48,096,590)      11,620,426        (159,199)    (36,635,363)

FINANCING ACTIVITIES:
    Decrease in long-term debt                                 (14,134,874)         (83,095)              -     (14,217,969)
    Increase in long-term debt                                  72,597,441        1,082,120               -      73,679,561
    Investment in partnership                                            -                -               -               -
    Minority investment in subsidiaries, net                      (624,889)      (7,013,457)              -      (7,638,346)
                                                              ---------------------------------------------------------------
       Net cash provided by (used for) financing activities     57,837,678       (6,014,432)              -      51,823,246

EFFECT OF EXCHANGE RATE CHANGES ON CASH                           (234,873)        (199,071)              -        (433,944)
                                                              ---------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (9,677,763)       2,578,293               -      (7,099,470)

CASH AND CASH EQUIVALENTS:
    Beginning of period                                         17,325,917        8,319,951               -      25,645,868
                                                              --------------------------------------------------------------
    End of period                                              $ 7,648,154      $10,898,244             $ -     $18,546,398
                                                              ==============================================================

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

                                      19
<PAGE>
                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunder duly authorized.




                               CINEMARK USA, INC.
                                                   Registrant

DATE:   May 15, 1999


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

































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