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 September 30, 2003

                        Commission File Number: 033-47040



                               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 ____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                 Yes ___ No _X__

As of November 13, 2003, 1,500 shares of Class A common stock and 182,648 shares
of Class B common stock were outstanding.

<PAGE>

                       CINEMARK USA, INC. AND SUBSIDIARIES
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I.   FINANCIAL INFORMATION

  Item 1. Financial Statements

          Condensed Consolidated Balance Sheets as of September 30, 2003
          (unaudited) and December 31, 2002                                   3
          Condensed Consolidated Statements of Operations (unaudited) for
          the three and nine months ended September 30, 2003 and 2002         4
          Condensed Consolidated Statements of Cash Flows (unaudited) for
          the nine months ended September 30, 2003 and 2002                   5
          Notes to Condensed Consolidated Financial Statements (unaudited)    6

  Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                              21

  Item 3. Quantitative and Qualitative Disclosures About Market Risk         30

  Item 4. Controls and Procedures                                            31

PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings                                                  31

  Item 5. Other Information                                                  31

  Item 6. Exhibits and Reports on Form 8-K                                   35

SIGNATURES                                                                   37

                                       2

<PAGE>

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

                      CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                               September 30,     December 31,
                                                                   2003              2002
                                                                (Unaudited)
                                                             ---------------------------------
<S>                                                          <C>               <C>
                                     ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                  $   50,854,484    $   63,718,515
  Inventories                                                     3,805,717         3,688,915
  Accounts receivable                                            14,564,014        12,441,849
  Income tax receivable                                                 -             715,931
  Prepaid expenses and other                                      6,290,574         4,094,135
                                                             ---------------------------------
    Total current assets                                         75,514,789        84,659,345

THEATRE PROPERTIES AND EQUIPMENT                              1,212,633,903     1,177,508,981
  Less accumulated depreciation and amortization               (442,264,093)     (385,778,478)
                                                             ---------------------------------
    Theatre properties and equipment - net                      770,369,810       791,730,503

OTHER ASSETS
  Goodwill                                                       10,997,693        10,751,844
  Investments in and advances to affiliates                       3,020,842         3,040,940
  Deferred charges and other - net                               38,174,699        26,631,296
                                                             ---------------------------------
    Total other assets                                           52,193,234        40,424,080
                                                             ---------------------------------

TOTAL ASSETS                                                 $  898,077,833    $  916,813,928
                                                             =================================

                      LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES
  Current portion of long-term debt                          $    6,485,169    $   30,190,449
  Current income taxes payable                                    6,219,532               -
  Accounts payable and accrued expenses                          89,064,493       124,237,312
                                                             ---------------------------------
    Total current liabilities                                   101,769,194       154,427,761

LONG-TERM LIABILITIES
  Senior credit agreements                                      174,164,042       282,237,221
  Senior subordinated notes                                     479,115,982       380,159,167
  Deferred lease expenses                                        27,043,779        24,837,457
  Deferred gain on sale leasebacks                                4,098,180         4,372,620
  Deferred income taxes                                          17,199,351        11,170,128
  Deferred revenues and other long-term liabilities               2,706,953         5,129,370
                                                             ---------------------------------
    Total long-term liabilities                                 704,328,287       707,905,963

MINORITY INTERESTS IN SUBSIDIARIES                               32,437,388        26,714,929

SHAREHOLDER'S 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, 239,893 shares issued and outstanding             49,543,427        49,543,427
  Additional paid-in-capital                                     12,796,688        11,974,860
  Retained earnings                                             108,737,302        80,273,323
  Treasury stock, 57,245 Class B shares at cost                 (24,232,890)      (24,232,890)
  Accumulated other comprehensive loss                          (87,301,578)      (89,793,460)
                                                             ---------------------------------
    Total shareholder's equity                                   59,542,964        27,765,275
                                                             ---------------------------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                   $  898,077,833    $  916,813,928
                                                             =================================
</TABLE>

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.

                                       3

<PAGE>

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

                                                             Three Months Ended September 30,     Nine Months Ended September 30,
                                                                  2003              2002              2003              2002
                                                             --------------------------------    --------------------------------
<S>                                                          <C>               <C>               <C>               <C>
REVENUES
  Admissions                                                 $ 158,273,870     $ 147,393,762     $ 444,250,437     $ 455,200,470
  Concession                                                    80,815,082        72,456,441       224,527,027       221,827,261
  Other                                                         13,497,946        12,536,251        36,788,764        35,510,166
                                                             --------------------------------    --------------------------------
      Total revenues                                           252,586,898       232,386,454       705,566,228       712,537,897

COSTS AND EXPENSES
  Cost of operations:
    Film rentals and advertising                                85,201,819        77,488,441       241,199,676       244,106,792
    Concession supplies                                         14,495,598        13,318,849        37,206,025        39,076,003
    Salaries and wages                                          25,760,466        25,305,699        73,061,647        73,833,703
    Facility lease expense                                      31,471,463        29,153,620        89,924,386        87,429,023
    Utilities and other                                         29,395,351        25,215,186        83,117,033        78,344,938
                                                             --------------------------------    --------------------------------
      Total cost of operations                                 186,324,697       170,481,795       524,508,767       522,790,459

  General and administrative expenses                           11,347,231         9,717,217        31,548,454        32,175,796
  Depreciation and amortization                                 16,678,190        16,574,582        49,513,672        50,587,100
  Asset impairment loss                                          2,500,000               -           4,560,845           781,776
  (Gain) loss on sale of assets and other                          232,497           (86,891)         (758,522)          726,033
                                                             --------------------------------    --------------------------------
      Total costs and expenses                                 217,082,615       196,686,703       609,373,216       607,061,164

OPERATING INCOME                                                35,504,283        35,699,751        96,193,012       105,476,733

OTHER INCOME (EXPENSE)
  Interest expense                                             (12,568,963)      (13,466,639)      (40,083,290)      (42,360,689)
  Amortization of debt issue cost                                 (564,361)         (591,170)       (1,735,311)       (1,773,510)
  Interest income                                                  512,629           721,070         1,595,993         1,719,125
  Foreign currency exchange gain (loss)                            (12,295)       (3,864,034)          138,904        (6,185,798)
  Loss on early retirement of debt                                (270,133)              -          (7,528,269)              -
  Equity in income of affiliates                                   422,723           340,079           572,247           553,087
  Minority interests in (income) loss of subsidiaries             (614,921)          741,351        (2,891,406)            5,625
                                                             --------------------------------    --------------------------------
      Total other expenses                                     (13,095,321)      (16,119,343)      (49,931,132)      (48,042,160)
                                                             --------------------------------    --------------------------------

INCOME BEFORE INCOME TAXES AND CUMULATIVE
  EFFECT OF AN ACCOUNTING CHANGE                                22,408,962        19,580,408        46,261,880        57,434,573

Income taxes                                                     7,780,003         9,244,432        17,797,901        22,808,493
                                                             --------------------------------    --------------------------------

INCOME BEFORE CUMULATIVE EFFECT
  OF AN ACCOUNTING CHANGE                                       14,628,959        10,335,976        28,463,979        34,626,080

Cumulative effect of a change in accounting principle, net
  of income tax benefit of $0.                                         -                 -                 -          (3,389,779)
                                                             --------------------------------    --------------------------------

NET INCOME                                                   $  14,628,959     $  10,335,976     $  28,463,979     $  31,236,301
                                                             ================================    ================================
EARNINGS PER SHARE-Basic/Diluted
    Income before accounting change                          $       79.44     $       56.13     $      154.57     $      188.03
    Cumulative effect of an accounting change                          -                 -                 -              (18.40)
                                                             --------------------------------    --------------------------------
    Net income                                               $       79.44     $       56.13     $      154.57     $      169.63
                                                             ================================    ================================
</TABLE>

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.

                                       4

<PAGE>

<TABLE>
<CAPTION>

                      CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                              Nine Months Ended September 30,
                                                                   2003              2002
                                                             ---------------------------------
<S>                                                          <C>                <C>
OPERATING ACTIVITIES
  Net income                                                 $   28,463,979    $   31,236,301

  Noncash items in net income:
    Depreciation                                                 49,022,691        50,012,000
    Amortization of other assets                                    490,981           575,100
    Amortization of foreign advanced rents                        1,353,245         1,384,512
    Amortized compensation - stock options                          821,828           828,856
    Amortization of debt issue costs                              1,735,311         1,773,510
    Amortization of gain on sale leasebacks                        (274,440)         (274,440)
    Amortization of debt discount and premium                      (606,253)          (21,380)
    Amortization of deferred revenues                            (2,318,011)       (3,639,678)
    Loss on impairment of assets                                  4,560,845           781,776
    (Gain) loss on sale of assets and other                        (758,522)          726,033
    Loss on early retirement of debt                              7,528,269               -
    Deferred lease expenses                                       2,206,322         1,503,802
    Deferred income tax expenses                                  6,029,223        12,548,414
    Equity in income of affiliates                                 (572,247)         (553,087)
    Minority interests in income (loss) of subsidiaries           2,891,406            (5,625)
    Cumulative effect of an accounting change                           -           3,389,779

  Cash provided by (used for) operating working capital:
    Inventories                                                    (116,802)          180,875
    Accounts receivable                                          (2,122,165)          994,349
    Prepaid expenses and other                                   (2,196,439)         (601,001)
    Other assets                                                 (7,960,669)        3,073,102
    Advances with affiliates                                        295,194           232,582
    Accounts payable and accrued expenses                       (39,012,252)      (22,654,323)
    Other long-term liabilities                                    (104,406)         (309,232)
    Income tax receivable/payable                                 6,935,463          (632,273)
                                                             ---------------------------------

      Net cash provided by operating activities                  56,292,551        80,549,952

INVESTING ACTIVITIES
  Additions to theatre properties and equipment                 (27,569,807)      (17,144,549)
  Sale of theatre properties and equipment                        2,303,440         1,725,279
  Investment in affiliates                                           (3,314)              -
  Dividends/capital returned from affiliates                        300,465           594,340
                                                             ---------------------------------

      Net cash used for investing activities                    (24,969,216)      (14,824,930)

FINANCING ACTIVITIES
  Issuance of senior subordinated notes                         375,225,000               -
  Retirement of senior subordinated notes                      (275,000,000)              -
  Increase in long-term debt                                    403,512,451        44,745,196
  Decrease in long-term debt                                   (536,218,329)      (90,984,320)
  Increase in debt issue cost                                   (15,598,321)              -
  Increase in minority investment in subsidiaries                 3,473,150           421,855
  Decrease in minority investment in subsidiaries                  (642,097)      (10,902,187)
                                                             ---------------------------------

      Net cash used for financing activities                    (45,248,146)      (56,719,456)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
  CASH EQUIVALENTS                                                1,060,780        (6,411,626)
                                                             ---------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (12,864,031)        2,593,940

CASH AND CASH EQUIVALENTS:
  Beginning of period                                            63,718,515        50,199,223
                                                             ---------------------------------

  End of period                                              $   50,854,484    $   52,793,163
                                                             =================================
</TABLE>

The  accompanying  notes  are an  integral  part of the  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 one of the
leaders in the motion picture exhibition  industry in terms of both revenues and
the number of screens in operation, with theatres in the United States ("U.S."),
Canada, Mexico, Argentina,  Brazil, Chile, Ecuador, Peru, Honduras, El Salvador,
Nicaragua, Costa Rica, Panama, Colombia and the United Kingdom. The Company also
provides  management  services for additional theatres in the U.S. and Taiwan at
September 30, 2003.

        The 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  necessary  to state  fairly the
financial  position  and  results  of  operations  as of, and for,  the  periods
indicated.  The condensed consolidated financial statements include the accounts
of Cinemark USA, Inc. and its subsidiaries. Majority-owned subsidiaries that the
Company controls are consolidated  while those subsidiaries of which the Company
owns between 20% and 50% and does not control are  accounted  for as  affiliates
under the equity method.  Those subsidiaries of which the Company owns less than
20% are accounted for as affiliates under the cost method.  The results of these
subsidiaries and affiliates are included in the condensed consolidated financial
statements  effective with their  formation or from their dates of  acquisition.
Significant   intercompany   balances  and   transactions   are   eliminated  in
consolidation.  Certain  reclassifications  have been made to the 2002 financial
statements to conform to the 2003 presentation.

        These  condensed  consolidated  financial  statements  should be read in
conjunction with the audited annual  financial  statements and the notes thereto
for the year ended December 31, 2002,  included in the Annual Report filed March
19, 2003 on Form 10-K by the Company under the Securities  Exchange Act of 1934.
Operating  results for the three and nine month periods ended September 30, 2003
are not necessarily indicative of the results to be achieved for the full year.

2. Earnings Per Share

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

<TABLE>
<CAPTION>
                                                       Three months ended                  Nine months ended
                                                          September 30,                      September 30,
                                                  -----------------------------      -----------------------------
                                                      2003            2002               2003            2002
                                                      ----            ----               ----            ----
<S>                                               <C>             <C>                <C>             <C>
  Income before accounting change                 $ 14,628,959    $ 10,335,976       $ 28,463,979    $ 34,626,080
                                                  -----------------------------      -----------------------------
  Basic:
  Weighted average common shares outstanding           184,148         184,148            184,148         184,148
                                                  -----------------------------      -----------------------------
  Income before accounting change per common
  share                                           $      79.44    $      56.13       $     154.57    $     188.03
                                                  =============================      =============================

  Diluted:
  Weighted average common shares outstanding           184,148         184,148            184,148         184,148
  Net effect of potentially dilutive shares                -               -                  -               -
                                                  -----------------------------      -----------------------------
  Weighted average common and common
  equivalent shares outstanding                        184,148         184,148            184,148         184,148
                                                  -----------------------------      -----------------------------
  Income before accounting change per common
  and common equivalent share                     $      79.44    $      56.13       $     154.57    $     188.03
                                                  =============================      =============================
</TABLE>

        Basic  income per share is computed by dividing  income by the  weighted
average number of shares of common stock of all classes  outstanding  during the
period.  Diluted income per share is computed by dividing income by the weighted
average number of shares of common stock and  potentially  dilutive common stock
outstanding using the treasury stock method.

                                       6

<PAGE>

        On May 16,  2002,  Cinemark,  Inc.  was formed as the  Delaware  holding
company of Cinemark USA, Inc.  Under a share exchange  agreement,  dated May 17,
2002, and after giving effect to a reverse stock split,  each outstanding  share
and each  outstanding  option to  purchase  shares of  Cinemark  USA,  Inc.  was
exchanged  for shares and options to purchase  shares,  respectively,  of common
stock of  Cinemark,  Inc.  (the  "Share  Exchange").  As a result  of the  Share
Exchange, the Company no longer has any options outstanding under existing stock
option  plans and its  weighted  average  common  and common  equivalent  shares
outstanding  for the three and nine month periods  ended  September 30, 2003 and
2002 do not include options to purchase shares of Cinemark, Inc.'s common stock.

3. Stock Option Accounting

        As a result of the Share Exchange, the Company no longer has any options
outstanding  under existing stock option plans.  However,  compensation  expense
resulting  from  amortization  of unearned  compensation  related to outstanding
stock  options  of  Cinemark,  Inc.  is  reflected  in the  Company's  condensed
consolidated statements of operations.

        The  Company  applies  Accounting  Principles  Board  Opinion No. 25 and
related  interpretations  in accounting for stock option plans. Had compensation
costs  been  determined  based on the fair value at the date of grant for awards
under the plans, consistent with the method of Statement of Financial Accounting
Standards ("SFAS") No. 123,  "Accounting for Stock-Based  Compensation" and SFAS
No. 148,  "Accounting for Stock-Based  Compensation  Transition and Disclosure",
the  Company's  net income and earnings per share would have been reduced to the
pro-forma amounts indicated below:

<TABLE>
<CAPTION>
                                                       Three months ended                   Nine months ended
                                                          September 30,                       September 30,
                                                  -----------------------------      -----------------------------
                                                      2003            2002                2003            2002
                                                      ----            ----                ----            ----
<S>                                               <C>             <C>                <C>             <C>
  Net income as reported                          $ 14,628,959    $ 10,335,976       $ 28,463,979    $ 31,236,301
  Compensation expense included in
  reported net income, net of tax                      273,233         274,298            821,828         828,856
  Compensation expense under fair value
  method, net of tax                                  (338,351)       (339,416)        (1,017,180)     (1,024,211)
                                                  -----------------------------      -----------------------------
  Pro-forma net income                            $ 14,563,841    $ 10,270,858       $ 28,268,627    $ 31,040,946
                                                  =============================      =============================

  Basic earnings per share:
  As reported                                     $      79.44    $      56.13       $     154.57    $     169.63
  Pro-forma                                       $      79.09    $      55.78       $     153.51    $     168.57

  Diluted earnings per share:
  As reported                                     $      79.44    $      56.13       $     154.57    $     169.63
  Pro-forma                                       $      79.09    $      55.78       $     153.51    $     168.57
</TABLE>

        No stock  options  were  granted  during  2002 or during  the nine month
period  ended  September  30,  2003.  The  fair  value of each  option  grant is
estimated  on the  date of grant  using  the  multiple  option  approach  of the
Black-Scholes  option  pricing  model with the following  assumptions:  dividend
yield of 0 percent;  an  expected  life of 6.5  years;  expected  volatility  of
approximately  38 percent;  and risk-free  interest rates of approximately 5% at
the time of the last option grant date in 2001.

4. Goodwill and Other Intangible Assets

        The  Company  adopted  SFAS No.  142,  "Goodwill  and  Other  Intangible
Assets," effective January 1, 2002 and as such, the Company's goodwill and other
intangible  assets that have been deemed to have indefinite  lives are no longer
being  amortized and are subject to annual  impairment  tests.  As of January 1,
2002,  the Company  performed  the  required  transitional  impairment  tests of
goodwill and other  intangible  assets with  indefinite  useful lives,  and as a
result,  recorded  impairment  charges of $3,325,611 and $64,168,  respectively.
These  charges are  reflected as a cumulative  effect of a change in  accounting
principle in the condensed  consolidated  statement of  operations  for the nine
month period ended September 30, 2002.

                                       7

<PAGE>

        During the nine month  period  ended  September  30,  2002,  the Company
recorded  additional goodwill impairment of $558,398 due to a write-down to fair
value of  goodwill  associated  with the  Company's  Argentine  operations.  The
impairment  charge is reported as a component  of asset  impairment  loss on the
condensed  consolidated  statement of  operations.  As of December 31, 2002, the
Company  performed the required  annual  impairment  tests of goodwill and other
intangible assets with indefinite useful lives and no additional  impairment was
present.  Goodwill  and other  intangible  assets  can be  affected  by  foreign
currency  adjustments from translating foreign subsidiary  financial  statements
into U.S. dollars.

        Goodwill and other intangible  assets at September 30, 2003 and December
31, 2002 were as follows:

<TABLE>
<CAPTION>
                                                         September 30,      December 31,
                                                             2003               2002
                                                             ----               ----
<S>                                                      <C>                <C>
  Amortized Other Intangible Assets:
  Capitalized licensing fees                             $  9,000,000       $  9,000,000
  Other intangible assets                                     516,277             72,403
  Less - accumulated amortization                          (1,534,682)        (1,139,070)
                                                         --------------------------------
  Net other intangible assets                            $  7,981,595       $  7,933,333
                                                         ================================

  Unamortized Goodwill and Other Intangible Assets:
  Goodwill                                               $ 10,997,693       $ 10,751,844
  Other intangible assets                                      16,163             16,163
                                                         --------------------------------
                                                         $ 11,013,856       $ 10,768,007
                                                         ================================
</TABLE>

        Aggregate amortization expense for the nine month period ended September
30, 2003 of $490,981  consists of $395,612 of amortization  of other  intangible
assets and $95,369 of amortization of other assets.  Estimated  aggregate future
amortization expense for other intangible assets is as follows:

  For the twelve month period ended September 30, 2004   $    527,018
  For the twelve month period ended September 30, 2005        527,018
  For the twelve month period ended September 30, 2006        527,018
  For the twelve month period ended September 30, 2007        527,018
  For the twelve month period ended September 30, 2008        527,018
  Thereafter                                                5,346,505
                                                         -------------
  Total                                                  $  7,981,595
                                                         =============

5. Long-Lived Assets

        In  accordance  with SFAS No. 144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets," the Company reviews long-lived assets, including
goodwill,  for impairment on a quarterly  basis or whenever events or changes in
circumstances  indicate  the  carrying  amount  of the  assets  may not be fully
recoverable.  The  Company's  approach  to  its  evaluation  for  impairment  is
discussed in the Critical  Accounting  Policies  section of the  Company's  2002
Annual Report filed March 19, 2003 on Form 10-K.

        During the nine month  period  ended  September  30,  2003,  the Company
wrote-down  long-lived assets of certain properties to their fair values,  which
resulted in asset  impairment  charges of $4.6  million.  The  charges  recorded
included a $2.5 million  write-down of one theatre in the United Kingdom, a $1.3
million write-down of one theatre in Mexico and a $0.8 million write-down of one
theatre in the U.S.  During the nine month period ended  September 30, 2002, the
Company recorded asset impairment charges  of $0.8 million which included a $0.6
million  write-down  of  goodwill  associated   with  the  Company's   Argentine
operations and a $0.2 million write-down of one theatre in El Salvador.

6. Foreign Currency Translation

        The   accumulated   other   comprehensive   loss  account   included  in
shareholder's  equity of $87,301,578  and  $89,793,460 at September 30, 2003 and
December 31, 2002,  respectively,  primarily  relates to the cumulative  foreign
currency  adjustments  from  translating  the  financial  statements of Cinemark
Argentina,  S.A., Cinemark Brasil S.A. and Cinemark de Mexico, S.A. de C.V. into
U.S. dollars.

                                       8

<PAGE>

        For 2002 and  2003,  all  foreign  countries  in which the  Company  had
operations,  including  Argentina,  Brazil and  Mexico  were  deemed  non-highly
inflationary.   Thus,  the  Company  records  a  foreign  currency   translation
adjustment to the accumulated other comprehensive loss account as an increase or
reduction to shareholder's equity for any fluctuation in foreign currencies.

        On September 30, 2003,  the exchange rate for the Argentine peso was 2.9
pesos to the U.S.  dollar (the exchange rate was 3.4 pesos to the U.S. dollar at
December  31,  2002).  The  translation  of the  September  30,  2003  Argentine
financial   statements  into  U.S.   dollars  resulted  in  a  foreign  currency
translation adjustment to the accumulated other comprehensive loss account as an
increase to  shareholder's  equity of  approximately $2 million at September 30,
2003.  At September  30, 2003,  total assets of Cinemark  Argentina,  S.A.  were
approximately U.S. $16 million.

        On September 30, 2003,  the exchange rate for the Brazilian real was 2.9
reais to the U.S.  dollar (the exchange rate was 3.5 reais to the U.S. dollar at
December  31,  2002).  The  translation  of the  September  30,  2003  Brazilian
financial   statements  into  U.S.   dollars  resulted  in  a  foreign  currency
translation adjustment to the accumulated other comprehensive loss account as an
increase to  shareholder's  equity of  approximately $4 million at September 30,
2003.  At  September  30,  2003,  total  assets of  Cinemark  Brasil  S.A.  were
approximately U.S. $59 million.

        On September  30, 2003,  the exchange rate for the Mexican peso was 11.0
pesos to the U.S. dollar (the exchange rate was 10.4 pesos to the U.S. dollar at
December 31, 2002). The translation of the September 30, 2003 Mexican  financial
statements  into  U.S.  dollars  resulted  in  a  foreign  currency  translation
adjustment to the accumulated other  comprehensive loss account as a decrease to
shareholder's  equity of  approximately  $5 million at September  30,  2003.  At
September  30,  2003,  total  assets of  Cinemark de Mexico,  S.A. de C.V.  were
approximately U.S. $82 million.

7. Comprehensive Income (Loss)

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

<TABLE>
<CAPTION>
                                                     Three Months Ended                   Nine Months Ended
                                                        September 30,                       September 30,
                                                ----------------------------------------------------------------
                                                    2003            2002                2003            2002
                                                    ----            ----                ----            ----
<S>                                             <C>             <C>                <C>             <C>
  Net income                                    $ 14,628,959    $ 10,335,976       $ 28,463,979    $ 31,236,301
  Foreign currency translation
  adjustment                                      (5,221,987)     (8,492,818)         2,491,882     (35,089,842)
                                                ----------------------------------------------------------------
  Comprehensive income (loss)                   $  9,406,972    $  1,843,158       $ 30,955,861    $ (3,853,541)
                                                ================================================================
</TABLE>

8. Supplemental Cash Flow Information

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

                                                      Nine Months Ended
                                                        September 30,
                                                ----------------------------
                                                    2003            2002
                                                    ----            ----
  Cash paid for interest                        $ 53,471,647    $ 50,173,593
  Cash paid for income taxes (net of refunds)      4,665,136      10,966,070

9. Long-Term Debt Refinancing

        On February 11, 2003, the Company issued $150 million  principal  amount
of 9% Senior Subordinated Notes to qualified institutional buyers in reliance on
Rule 144A which were  subsequently  registered under the Securities Act of 1933.
Interest is payable on February 1 and August 1 of each year, beginning August 1,
2003.  The notes mature on February 1, 2013.  The net proceeds of  approximately
$145.9 million from the issuance of the 9% Senior  Subordinated  Notes were used
to repay a portion of the Company's then existing Credit Facility.

                                       9

<PAGE>

        On February 14,  2003,  the Company  entered  into a new senior  secured
credit facility  consisting of a $75 million five-year revolving credit line and
a $125 million term loan with Lehman  Commercial  Paper,  Inc. for itself and as
administrative  agent for a syndicate  of  lenders.  The net  proceeds  from the
senior  secured credit  facility were used to repay,  in full, the then existing
Credit  Facility and the Cinema  Properties  Facility.  The term loan matures on
March 31,  2008,  but will be  extended to March 31, 2009 if, on or prior to May
31, 2007, the maturity of the Company's  existing  senior  subordinated  debt is
extended beyond September 30, 2009.

        On May 7, 2003, the Company issued an additional $210 million  principal
amount of 9% Senior  Subordinated Notes at a premium of 107.25% of the principal
amount to  qualified  institutional  buyers in  reliance on Rule 144A which were
subsequently  registered  under the  Securities  Act of 1933. The new notes were
offered as additional debt securities under the indenture  pursuant to which, on
February 11, 2003, the Company issued $150 million principal amount of 9% Senior
Subordinated Notes. Interest is payable on February 1 and August 1 of each year,
beginning August 1, 2003. The notes mature on February 1, 2013. The net proceeds
of this add-on  issuance of $226.7  million,  which  included a premium of $15.2
million,  and additional  borrowings  under the Company's  senior secured credit
facility  were  utilized to fund the  purchase on May 16, 2003 of  approximately
$233 million  principal amount of outstanding 9 5/8% Senior  Subordinated  Notes
tendered as of midnight on May 15, 2003 pursuant to a tender offer  announced on
April 18, 2003.

        On August 18,  2003,  the  Company  amended  the senior  secured  credit
facility with Lehman  Commercial  Paper,  Inc. for itself and as  administrative
agent for a syndicate of lenders,  to provide a $165 million term loan  expiring
on March 31, 2008  subject to the  extensions  noted above as  permitted  by the
senior secured credit  facility.  The net proceeds of the $165 million term loan
and additional  borrowings under the $75 million five-year revolving credit line
were  used to (i) repay  $124.7  million  of term  loans  outstanding  under the
Company's  senior  secured credit  facility  entered into February 14, 2003, and
(ii)  redeem  the  remaining  $42  million  principal  amount  of the  Company's
outstanding 9 5/8% Senior Subordinated Notes on September 18, 2003.

        Under the amended term loan, principal payments of $412,500 are due each
calendar  quarter  through  March 31,  2007 and  increase  to  $39,703,125  each
calendar  quarter from June 30, 2007 to maturity at March 31, 2008.  The amended
term loan bears interest,  at the Company's option, at: (A) the base rate plus a
margin of 1.75% or (B) the eurodollar rate plus a margin of 2.50%.

        Borrowings  under  the  revolving  credit  line  bear  interest,  at the
Company's  option,  at: (A) a margin of 2.00% per annum plus a "base rate" equal
to the higher of (i) the prime lending rate as set forth on the British  Banking
Association  Telerate page 5 or (ii) the federal funds  effective rate from time
to time  plus  0.50%,  or (B) a  "eurodollar  rate"  equal  to the rate at which
eurodollar deposits are offered in the interbank  eurodollar market for terms of
one,  two,  three  or  six,  or (if  available  to all  lenders  in  their  sole
discretion) nine or twelve months, as selected by the Company,  plus a margin of
3.00% per annum.  After  September  30, 2003 the margin  applicable to base rate
loans  will  range  from  1.25% per  annum to 2.00%  per  annum  and the  margin
applicable to eurodollar rate loans will range from 2.25% per annum to 3.00% per
annum based upon the Company  achieving  certain ratios of debt to  consolidated
EBITDA (as defined in the senior secured credit facility).

        The senior  secured  credit  facility is guaranteed by the guarantors of
the Senior  Subordinated  Notes and is secured by  mortgages  on certain fee and
leasehold  properties and security  interests on certain personal and intangible
property,  including without limitation,  pledges of all of the capital stock of
certain  domestic  subsidiaries  and 65% of the  voting  stock of certain of the
Company's foreign subsidiaries.

        The Company  recorded a loss on early  retirement  of debt of $7,528,269
during the nine month  period  ended  September  30,  2003,  which  included (i)
$1,645,759 of unamortized debt issue costs associated with the retirement of the
Company's then existing Credit Facility and the Cinema Properties  Facility that
occurred during the first quarter of 2003;  (ii) $5,612,377 of unamortized  debt
issue costs,  unamortized  bond  premiums/discounts  and tender offer repurchase
costs  associated with the tender offer to repurchase and subsequent  retirement
of  approximately  $233 million  principal  amount of  outstanding 9 5/8% Senior
Subordinated  Notes that occurred  during the second  quarter of 2003; and (iii)
$270,133 of unamortized debt issue costs,  unamortized  bond  premiums/discounts
and other fees  associated  with the  redemption  of the  remaining  $42 million
principal amount of the Company's 9 5/8% Senior Subordinated Notes due 2008 that
occurred during the third quarter of 2003.

                                       10

<PAGE>

10. Financial Information About Geographic Areas

        The  Company  operates  in one  business  segment  as a  motion  picture
exhibitor.  The Company has operations in the U.S., Canada,  Mexico,  Argentina,
Brazil, Chile,  Ecuador,  Peru, Honduras,  El Salvador,  Nicaragua,  Costa Rica,
Panama,  Colombia and the United  Kingdom,  which are reflected in the condensed
consolidated  financial  statements.  Below is a breakdown  of select  financial
information by geographic area:

                                                      Nine Months Ended
                                                        September 30,
                                                        -------------
  Revenues                                          2003            2002
  --------                                          ----            ----
  U.S. and Canada                               $543,890,714    $546,110,817
  Mexico                                          53,784,278      66,448,495
  Brazil                                          55,355,517      52,516,519
  Other foreign countries                         53,325,241      48,170,534
  Eliminations                                      (789,522)       (708,468)
                                                -----------------------------
  Total                                         $705,566,228    $712,537,897
                                                =============================

                                                September 30,   December 31,
  Theatre Properties and Equipment, net             2003            2002
  -------------------------------------             ----            ----
  U.S. and Canada                               $614,796,267    $633,896,654
  Mexico                                          63,526,184      67,990,885
  Brazil                                          42,734,488      37,892,202
  Other foreign countries                         49,312,871      51,950,762
                                                -----------------------------
  Total                                         $770,369,810    $791,730,503
                                                =============================

11. New Accounting Pronouncements

        In April 2002, the Financial  Accounting Standards Board ("FASB") issued
SFAS No. 145,  "Rescission of FASB  Statements  No. 4, 44, and 64,  Amendment of
FASB Statement No. 13, and Technical Corrections".  SFAS No. 145 requires, among
other  things,  that  gains and  losses on the early  extinguishment  of debt be
classified  as  extraordinary  only if they meet the criteria for  extraordinary
treatment  set  forth  in  Accounting  Principles  Board  Opinion  No.  30.  The
provisions of this statement  related to  classification  of gains and losses on
the early  extinguishment of debt are effective for fiscal years beginning after
May 15, 2002.  This  statement  became  effective  for the Company on January 1,
2003. See note 9 for discussion of the loss on early retirement of debt recorded
in the three and nine month periods ended September 30, 2003 in conjunction with
the Company's long-term debt refinancing.

        In January  2003,  the FASB  issued  Interpretation  No. 46 ("FIN  46"),
"Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51."
FIN 46 addresses  consolidation  by business  enterprises  of variable  interest
entities.  FIN 46 requires a variable  interest  entity to be  consolidated by a
company if that  company  is subject to a majority  of the risk of loss from the
variable interest  entity's  activities or entitled to receive a majority of the
entity's  residual  returns or both. The FASB staff recently issued a FASB Staff
Position that deferred the effective  date of FIN 46 until December 31, 2003 for
variable interest entities created before February 1, 2003. The Company does not
expect this  statement to have a material  impact on its condensed  consolidated
financial statements.

        In April 2003, the FASB issued SFAS No. 149,  "Amendment of SFAS No. 133
on  Derivative  Instruments  and  Hedging  Activities."  SFAS No. 149 amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No.  133.  Adoption  of SFAS  No.  149 did not  have a  material  impact  on the
Company's condensed consolidated financial statements.

        In May 2003,  the FASB  issued  SFAS No.  150,  "Accounting  for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of these  instruments
were previously classified as temporary equity. This statement will be effective
for  financial  instruments  entered into or modified  after May 31,  2003,  and
otherwise  shall be  effective  at the  beginning  of the first  interim  period
beginning  after  June 15,  2003.  Adoption  of SFAS No. 150 does not impact the
Company's condensed consolidated financial statements.

                                       11

<PAGE>

12. Related Party Transactions

        The Company  manages one theatre with twelve screens for Laredo Theatre,
Ltd  ("Laredo").  The  Company is the sole  general  partner and owns 75% of the
limited  partnership  interests of Laredo.  Lone Star  Theatres,  Inc.  owns the
remaining 25% of the limited  partnership  interests in Laredo and is 100% owned
by Mr.  David  Roberts,  Lee Roy  Mitchell's  son-in-law.  Under the  agreement,
management  fees are paid by  Laredo  to the  Company  at a rate of 5% of annual
theatre  revenues up to $50,000,000 and 3% of annual theater  revenues in excess
of  $50,000,000.  The Company  recorded  $171,796 of management fee revenues and
received  $675,000 of  distributions  from Laredo  during the nine month  period
ended  September  30,  2003.  All such  amounts are  included  in the  Company's
condensed  consolidated  financial  statements  with  the  intercompany  amounts
eliminated in consolidation.

        The  Company  manages  one  theatre  with  eight  screens  for  Mitchell
Theatres.  Mitchell  Theatres  is 100% owned by  members  of Lee Roy  Mitchell's
family.  Under the agreement,  management fees are paid by Mitchell  Theatres to
the  Company  at a rate of 5% of  annual  theatre  revenues.  The  term  ends in
November  2003.  However,  the  Company  has the option to renew for one or more
five-year periods.  The Company recorded $24,348 of management fee revenues from
Mitchell Theatres during the nine month period ended September 30, 2003.

        The Company leases one theatre with seven screens from Plitt Plaza Joint
Venture ("Plitt  Plaza").  Plitt Plaza is indirectly  owned by Lee Roy Mitchell.
The annual  rent is  approximately  $264,000  plus  certain  taxes,  maintenance
expenses,  insurance,  and a  percentage  of  gross  admissions  and  concession
receipts in excess of certain amounts. The Company recorded $209,040 of facility
lease  expense  payable  to Plitt  Plaza  during  the nine  month  period  ended
September  30, 2003.  The lease for this theatre  expired in July 2003, at which
time the  lease  became  month-to-month.  The  Company  has  plans to open a new
theatre in the same city  (scheduled to open in December  2003) and is currently
negotiating new lease terms for the existing theatre.

        The Company  entered  into a profit  participation  agreement on May 17,
2002 with its  President,  Alan Stock,  pursuant to which Mr.  Stock  receives a
profit  interest in two recently  built  theatres once the Company has recovered
its capital  investment in these theatres plus its borrowing  costs.  Under this
agreement,  operating  losses and disposition  losses for any year are allocated
100% to the  Company.  Operating  profits  and  disposition  profits  for  these
theatres for any fiscal year are allocated first to the Company to the extent of
total  operating  losses  and losses  from any  disposition  of these  theatres.
Thereafter, net cash from operations from these theatres or from any disposition
of these  theatres is paid first to the Company  until such  payments  equal the
Company's  investment  in these  theatres,  plus  interest,  and then 51% to the
Company  and 49% to Mr.  Stock.  In the event  that Mr.  Stock's  employment  is
terminated without cause, profits will be distributed  according to this formula
without  first  allowing  the  Company to recoup its  investment  plus  interest
thereon.  No amounts have been paid to Mr. Stock to date  pursuant to the profit
participation  agreement.  Upon  completion  of an initial  public  offering  of
Cinemark,  Inc.'s common stock, the Company will have the option to purchase Mr.
Stock's  interest in the  theatres for a price equal to the fair market value of
the profit interest, as determined by an independent appraiser. The Company does
not intend to enter into similar arrangements with its executive officers in the
future.

13. Litigation and Litigation Settlements

        In March 1999, the Department of Justice filed suit in the U.S. District
Court, Northern District of Ohio, Eastern Division, against the Company alleging
certain  violations of the Americans with  Disabilities  Act of 1990 (the "ADA")
relating to the Company's  wheelchair seating  arrangements and seeking remedial
action. An order granting summary judgment to the Company was issued in November
2001.  The Department of Justice  appealed the district  court's ruling with the
Sixth Circuit Court of Appeals.  On November 7, 2003, the Sixth Circuit Court of
Appeals  reversed  the summary  judgment  and sent the case back to the district
court for further  review without  deciding  whether  wheelchair  seating at the
Company's  theatres comply with the ADA. The Sixth Circuit Court of Appeals also
stated that if the  district  court found that the  theatres did not comply with
the ADA, any remedial  action should be  prospective  only. If the Company loses
this litigation,  the Company's  financial  position,  results of operations and
cash flows may be materially  and adversely  affected.  The Company is unable to
predict the outcome of this litigation or the range of potential loss,  however,
management  believes that based upon current  precedent the Company's  potential
liability  with respect to such  proceeding  is not material in the aggregate to
the  Company's  financial  position,  results  of  operations  and  cash  flows.
Accordingly,  the Company has not  established  a reserve for loss in connection
with this proceeding.

        In August 2001,  David  Wittie,  Rona Schnall,  Ron  Cranston,  Jennifer
McPhail,  Peggy  Garaffa  and ADAPT of Texas  filed  suit in the 201st  Judicial
District Court of Travis County,  Texas alleging certain violations of the Human
Resources

                                       12

<PAGE>

Code, the Texas Architectural  Barriers Act, the Texas  Accessibility  Standards
and the  Deceptive  Trade  Practices  Act  relating  to  accessibility  of movie
theatres for patrons using  wheelchairs  at two theatres  located in the Austin,
Texas  market.  The  plaintiffs  were seeking  remedial  action and  unspecified
damages.  On February 20, 2003, a jury  determined  that the Company's  theatres
located in the Austin,  Texas market complied with the Human Resources Code, the
Texas  Architectural  Barriers Act and the Texas  Accessibility  Standards.  The
judge  granted  summary  judgment to the Company with  respect to the  Deceptive
Trade  Practices  Act.  The  plaintiffs  failed to timely  appeal  the  verdict.
Accordingly,  the Company has not  established  a reserve for loss in connection
with this proceeding.

        In July 2001, Sonia Rivera-Garcia and Valley Association for Independent
Living filed suit in the 93rd Judicial  District Court of Hidalgo County,  Texas
alleging certain violations of the Human Resources Code, the Texas Architectural
Barriers  Act,  the  Texas  Accessibility  Standards  and  the  Deceptive  Trade
Practices  Act relating to  accessibility  of movie  theatres for patrons  using
wheelchairs at one theatre in the Mission, Texas market which claims are similar
to those raised in the Wittie case in the preceding  paragraph.  The  plaintiffs
are seeking  remedial action and unspecified  damages.  The Company has filed an
answer  denying the  allegations  and is  vigorously  defending  this suit.  The
Company is unable to predict  the  outcome  of this  litigation  or the range of
potential loss,  however,  management believes that based upon current precedent
the  Company's  potential  liability  with  respect  to such  proceeding  is not
material  in the  aggregate  to the  Company's  financial  position,  results of
operations  and cash  flows.  Accordingly,  the Company  has not  established  a
reserve for loss in connection with this proceeding.

        In May 2002,  Robert Todd on behalf of Robert  Preston  Todd,  his minor
child  and "all  individuals  who are  deaf or are  severely  hearing  impaired"
brought this case in the United States District Court for the Southern  District
of Texas,  Houston Division against several movie theatre  operators,  including
AMC  Entertainment,  Inc.,  Regal  Entertainment,  Inc., the Company and Century
Theaters  as well as eight  movie  production  companies.  The  lawsuit  alleges
violation of Title III of the ADA and the First Amendment to the Constitution of
the United States.  Plaintiffs seek unspecified  injunctive relief,  unspecified
declaratory relief,  unspecified monetary damages (both actual and punitive) and
unspecified attorney's fees. The Company has denied any violation of law and has
vigorously  defended against all claims.  On March 7, 2003, the federal district
judge presiding over the case granted summary  judgment to the defendants on the
alleged First  Amendment  violations.  On August 5, 2003,  the federal  district
judge presiding over the case granted summary  judgment to the defendants on the
alleged  ADA  violations.  The  plaintiffs  have  appealed  the  August  5, 2003
decision. The Company is unable to predict the outcome of this litigation or the
range of potential loss,  however,  management  believes that based upon current
precedent the Company's  potential  liability with respect to such proceeding is
not material in the aggregate to the Company's  financial  position,  results of
operations  and cash  flows.  Accordingly,  the Company  has not  established  a
reserve for loss in connection with this proceeding.

        From time to time,  the  Company  is  involved  in other  various  legal
proceedings arising from the ordinary course of its business operations, such as
personal injury claims,  employment  matters and contractual  disputes,  most of
which are covered by insurance.  The Company  believes its  potential  liability
with respect to proceedings  currently pending is not material,  individually or
in the aggregate, to the Company's financial position, results of operations and
cash flows.

14. Condensed Consolidated Financial Statements of Subsidiary Guarantors

        The Company has  outstanding  $105  million  principal  amount of 8 1/2%
Senior  Subordinated  Notes  due 2008 and $360  million  principal  amount of 9%
Senior  Subordinated  Notes due 2013. All of the Company's  Senior  Subordinated
Notes are fully and  unconditionally  guaranteed,  jointly and  severally,  on a
senior  subordinated  unsecured basis by the following  subsidiaries of Cinemark
USA, Inc.:

        Cinemark,  L.L.C.,  Sunnymead  Cinema Corp.,  Cinema  Properties,  Inc.,
Greeley Holdings, Inc. (formerly known as Cinemark Paradiso,  Inc.), Trans Texas
Cinema,  Inc.,  Missouri  City Central 6, Inc.,  Cinemark  Mexico  (USA),  Inc.,
Cinemark Leasing Company, Cinemark Partners I, Inc., Multiplex Properties, Inc.,
Multiplex Services,  Inc., CNMK Investments,  Inc., CNMK Delaware Investments I,
L.L.C.,  CNMK  Delaware   Investments  II,  L.L.C.,  CNMK  Delaware  Investments
Properties, L.P., CNMK Texas Properties, Ltd., Laredo Theatre, Ltd. and Cinemark
Investments Corporation.

                                       13

<PAGE>

The following supplemental condensed consolidating financial statements present:

        1. Condensed  consolidating  balance sheets as of September 30, 2003 and
              December  31,  2002  and  condensed  consolidating  statements  of
              operations and cash flows for each of the nine month periods ended
              September 30, 2003 and 2002.

        2. Cinemark USA, Inc. (the "Parent" and  "Issuer"),  combined  Guarantor
              Subsidiaries and combined  Non-Guarantor  Subsidiaries  with their
              investments in subsidiaries  accounted for using the equity method
              of accounting and therefore, the Parent column reflects the equity
              income  (loss) of its  Guarantor  Subsidiaries  and  Non-Guarantor
              Subsidiaries,   which  are  also   separately   reflected  in  the
              stand-alone Guarantor Subsidiaries and Non-Guarantor  Subsidiaries
              column.  Additionally,  the Guarantor Subsidiaries column reflects
              the equity income (loss) of its Non-Guarantor Subsidiaries,  which
              are also  separately  reflected in the  stand-alone  Non-Guarantor
              Subsidiaries column.

        3. Elimination entries  necessary to  consolidate the  Parent and all of
              its Subsidiaries.

                                       14

<PAGE>

<TABLE>
<CAPTION>
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
SEPTEMBER 30, 2003

                                                                Parent      Subsidiary    Subsidiary
ASSETS                                                          Company     Guarantors  Non-Guarantors  Eliminations   Consolidated

<S>                                                          <C>           <C>           <C>           <C>             <C>
CURRENT ASSETS
  Cash and cash equivalents                                  $  4,458,630  $  2,295,027  $ 44,100,827  $         -     $ 50,854,484
  Inventories                                                   1,597,551       956,781     1,251,385            -        3,805,717
  Accounts receivable                                          31,974,602     5,711,022     6,929,397    (30,051,007)    14,564,014
  Income tax receivable                                           659,562        28,900      (688,462)           -              -
  Prepaid expenses and other                                    4,502,364     1,352,611     2,440,599     (2,005,000)     6,290,574
                                                             -----------------------------------------------------------------------

    Total current assets                                       43,192,709    10,344,341    54,033,746    (32,056,007)    75,514,789

THEATRE PROPERTIES AND EQUIPMENT - net                        300,435,506   295,807,396   174,126,908            -      770,369,810

OTHER ASSETS
  Goodwill                                                      7,897,512       412,327     2,891,750       (203,896)    10,997,693
  Investments in and advances to affiliates                   489,405,982   352,465,607    28,977,277   (867,828,024)     3,020,842
  Deferred charges and other - net                             22,569,074     1,217,999    72,348,035    (57,960,409)    38,174,699
                                                             -----------------------------------------------------------------------

    Total other assets                                        519,872,568   354,095,933   104,217,062   (925,992,329)    52,193,234
                                                             -----------------------------------------------------------------------

TOTAL ASSETS                                                 $863,500,783  $660,247,670  $332,377,716  $(958,048,336)  $898,077,833
                                                             =======================================================================

LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES
  Current portion of long-term debt                          $  1,705,629  $        -    $  4,779,540  $         -     $  6,485,169
  Current income taxes payable                                  7,791,600           -      (1,572,068)           -        6,219,532
  Accounts payable and accrued expenses                        44,654,215    39,666,081    34,756,055    (30,011,858)    89,064,493
                                                             -----------------------------------------------------------------------

    Total current liabilities                                  54,151,444    39,666,081    37,963,527    (30,011,858)   101,769,194

LONG-TERM LIABILITIES
  Long-term debt, less current portion                        670,037,507    43,737,910    83,856,826   (144,352,219)   653,280,024
  Deferred income taxes                                        12,346,091    11,509,262    (6,656,002)           -       17,199,351
  Other long-term liabilities and deferrals                    28,421,741    72,194,039     5,228,132    (71,995,000)    33,848,912
                                                             -----------------------------------------------------------------------

    Total long-term liabilities                               710,805,339   127,441,211    82,428,956   (216,347,219)   704,328,287

MINORITY INTERESTS IN SUBSIDIARIES                                    -       1,201,289    31,236,099            -       32,437,388

SHAREHOLDER'S EQUITY
  Common stock                                                 49,546,772        25,789   111,543,706   (111,572,825)    49,543,442
  Other shareholder's equity                                   48,997,228   491,913,300    69,205,428   (600,116,434)     9,999,522
                                                             -----------------------------------------------------------------------

    Total shareholder's equity                                 98,544,000   491,939,089   180,749,134   (711,689,259)    59,542,964
                                                             -----------------------------------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                   $863,500,783  $660,247,670  $332,377,716  $(958,048,336)  $898,077,833
                                                             =======================================================================
</TABLE>

                                       15

<PAGE>

<TABLE>
<CAPTION>
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2003

                                                                Parent      Subsidiary    Subsidiary
                                                                Company     Guarantors  Non-Guarantors  Eliminations   Consolidated

<S>                                                          <C>           <C>           <C>           <C>             <C>
REVENUES                                                     $332,583,473  $248,802,625  $173,168,682  $ (48,988,552)  $705,566,228

COSTS AND EXPENSES
  Cost of operations                                          287,320,256   156,771,099   129,775,725    (49,358,313)   524,508,767
  General and administrative expenses                           3,268,417    18,469,786     9,440,490        369,761     31,548,454
  Depreciation and amortization                                16,021,484    16,461,460    17,030,728            -       49,513,672
  Asset impairment loss                                               -         820,493     3,740,352            -        4,560,845
  (Gain) loss on sale of assets and other                         254,345    (1,021,558)        8,691            -         (758,522)
                                                             -----------------------------------------------------------------------
    Total costs and expenses                                  306,864,502   191,501,280   159,995,986    (48,988,552)   609,373,216
                                                             -----------------------------------------------------------------------

OPERATING INCOME                                               25,718,971    57,301,345    13,172,696            -       96,193,012

OTHER INCOME (EXPENSE)
  Interest expense                                            (39,345,837)   (4,102,551)   (5,657,112)     9,022,210    (40,083,290)
  Amortization of debt issue cost                              (1,578,077)     (130,329)      (26,905)           -       (1,735,311)
  Interest income                                               4,124,949     5,117,008     1,376,246     (9,022,210)     1,595,993
  Foreign currency exchange gain                                      -             -         138,904            -          138,904
  Loss on early retirement of debt                             (6,644,647)     (883,622)          -              -       (7,528,269)
  Equity in income (loss) of affiliates                        51,600,662     3,144,182       358,589    (54,531,186)       572,247
  Minority interests in income of subsidiaries                        -        (189,986)   (2,701,420)           -       (2,891,406)
                                                             -----------------------------------------------------------------------
    Total other income (expense)                                8,157,050     2,954,702    (6,511,698)   (54,531,186)   (49,931,132)
                                                             -----------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES                              33,876,021    60,256,047     6,660,998    (54,531,186)    46,261,880

Income taxes                                                    5,409,926     9,056,085     3,331,890            -       17,797,901
                                                             -----------------------------------------------------------------------

NET INCOME (LOSS)                                            $ 28,466,095  $ 51,199,962  $  3,329,108  $ (54,531,186)  $ 28,463,979
                                                             =======================================================================
</TABLE>

                                       16

<PAGE>

<TABLE>
<CAPTION>
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2003

                                                                Parent      Subsidiary    Subsidiary
                                                                Company     Guarantors  Non-Guarantors  Eliminations   Consolidated

<S>                                                          <C>           <C>           <C>           <C>             <C>
OPERATING ACTIVITIES
  Net income (loss)                                          $ 28,466,095  $ 51,199,962  $  3,329,108  $ (54,531,186)  $ 28,463,979

  Noncash items in net income (loss):
    Depreciation and amortization                              15,222,685    16,591,789    18,410,878            -       50,225,352
    Loss on impairment of assets                                      -         820,493     3,740,352            -        4,560,845
    (Gain) loss on sale of assets and other                       254,345    (1,021,558)        8,691            -         (758,522)
    Loss on early retirement of debt                            6,644,647       883,622           -              -        7,528,269
    Deferred lease expenses                                     8,842,519    (7,533,452)      897,255            -        2,206,322
    Deferred income tax expenses                                1,970,668     3,483,672       574,883            -        6,029,223
    Equity in (income) loss of affiliates                     (51,600,662)   (3,144,182)     (358,589)    54,531,186       (572,247)
    Minority interests in income of subsidiaries                      -         189,986     2,701,420            -        2,891,406
  Cash provided by (used for) operating working capital       (36,845,355)     (648,898)    1,666,397     (8,454,220)   (44,282,076)
                                                             -----------------------------------------------------------------------

      Net cash provided by (used for) operating activities    (27,045,058)   60,821,434    30,970,395     (8,454,220)    56,292,551

INVESTING ACTIVITIES
  Additions to theatre properties and equipment                (6,067,434)   (9,481,458)  (12,020,915)           -      (27,569,807)
  Sale of theatre properties and equipment                         86,063     2,065,377       152,000            -        2,303,440
  Net transactions with affiliates                            (34,359,586)  (20,524,917)   (6,565,545)    61,747,199        297,151
                                                             -----------------------------------------------------------------------

      Net cash provided by (used for) investing activities    (40,340,957)  (27,940,998)  (18,434,460)    61,747,199    (24,969,216)

FINANCING ACTIVITIES
  Issuance of senior subordinated notes                       375,225,000           -             -              -      375,225,000
  Retirement of senior subordinated notes                    (275,000,000)          -             -              -     (275,000,000)
  Increase in long-term debt                                  403,512,451           -             -              -      403,512,451
  Decrease in long-term debt                                 (453,632,229)  (74,335,900)   (8,250,200)           -     (536,218,329)
  Increase in debt issue cost                                 (15,598,321)          -             -              -      (15,598,321)
  Change in intercompany notes                                 27,850,000    20,140,000     5,302,979    (53,292,979)           -
  Increase in minority investment in subsidiaries                     -             -       3,473,150            -        3,473,150
  Decrease in minority investment in subsidiaries                     -        (225,000)     (417,097)           -         (642,097)
                                                             -----------------------------------------------------------------------

      Net cash provided by (used for) financing activities     62,356,901   (54,420,900)      108,832    (53,292,979)   (45,248,146)

EFFECT OF EXCHANGE RATE CHANGES
  ON CASH AND CASH EQUIVALENTS                                        -             -       1,060,780            -        1,060,780
                                                             -----------------------------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               (5,029,114)  (21,540,464)   13,705,547            -      (12,864,031)

CASH AND CASH EQUIVALENTS:
  Beginning of period                                           9,487,744    23,835,491    30,395,280            -       63,718,515
                                                             -----------------------------------------------------------------------

  End of period                                              $  4,458,630  $  2,295,027  $ 44,100,827  $         -     $ 50,854,484
                                                             =======================================================================
</TABLE>

                                       17

<PAGE>

<TABLE>
<CAPTION>
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
DECEMBER 31, 2002

                                                                Parent      Subsidiary    Subsidiary
ASSETS                                                          Company     Guarantors  Non-Guarantors  Eliminations   Consolidated

<S>                                                          <C>           <C>           <C>           <C>             <C>
CURRENT ASSETS
  Cash and cash equivalents                                  $  9,487,744  $ 23,835,491  $ 30,395,280  $         -     $ 63,718,515
  Inventories                                                   1,618,111       924,709     1,146,095            -        3,688,915
  Accounts receivable                                          20,715,100     7,577,935     8,127,358    (23,978,544)    12,441,849
  Income tax receivable                                           (76,969)      745,133        47,767            -          715,931
  Prepaid expenses and other                                    4,948,540     2,459,454     1,281,141     (4,595,000)     4,094,135
                                                             -----------------------------------------------------------------------

    Total current assets                                       36,692,526    35,542,722    40,997,641    (28,573,544)    84,659,345

THEATRE PROPERTIES AND EQUIPMENT - net                        297,727,453   317,354,222   176,648,828            -      791,730,503

OTHER ASSETS
  Goodwill                                                      5,275,538     3,034,301     2,442,005            -       10,751,844
  Investments in and advances to affiliates                   419,075,595   277,255,664    28,970,718   (722,261,037)     3,040,940
  Deferred charges and other - net                              9,002,357     5,347,599    74,064,083    (61,782,743)    26,631,296
                                                             -----------------------------------------------------------------------

    Total other assets                                        433,353,490   285,637,564   105,476,806   (784,043,780)    40,424,080
                                                             -----------------------------------------------------------------------

TOTAL ASSETS                                                 $767,773,469  $638,534,508  $323,123,275  $(812,617,324)  $916,813,928
                                                             =======================================================================

LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES
  Current portion of long-term debt                          $     55,629  $ 23,000,000  $  7,134,820  $         -     $ 30,190,449
  Accounts payable and accrued expenses                        72,131,876    43,636,926    32,228,042    (23,759,532)   124,237,312
                                                             -----------------------------------------------------------------------

    Total current liabilities                                  72,187,505    66,636,926    39,362,862    (23,759,532)   154,427,761

LONG-TERM LIABILITIES
  Long-term debt, less current portion                        594,977,372    74,956,909    83,521,345    (91,059,238)   662,396,388
  Deferred income taxes                                        10,375,423     8,025,590    (7,230,885)           -       11,170,128
  Other long-term liabilities and deferrals                    19,858,840    84,630,823     4,434,784    (74,585,000)    34,339,447
                                                             -----------------------------------------------------------------------

    Total long-term liabilities                               625,211,635   167,613,322    80,725,244   (165,644,238)   707,905,963

MINORITY INTERESTS IN SUBSIDIARIES                                    -       1,236,303    25,478,626            -       26,714,929

SHAREHOLDER'S EQUITY
  Common stock                                                 49,546,772        25,789   111,543,706   (111,572,825)    49,543,442
  Other shareholder's equity                                   20,827,557   403,022,168    66,012,837   (511,640,729)   (21,778,167)
                                                             -----------------------------------------------------------------------

    Total shareholder's equity                                 70,374,329   403,047,957   177,556,543   (623,213,554)    27,765,275
                                                             -----------------------------------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                   $767,773,469  $638,534,508  $323,123,275  $(812,617,324)  $916,813,928
                                                             =======================================================================
</TABLE>

                                       18

<PAGE>

<TABLE>
<CAPTION>
SUBSIDIARY GUARANTORS
CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2002

                                                                Parent      Subsidiary    Subsidiary
                                                                Company     Guarantors  Non-Guarantors  Eliminations   Consolidated

<S>                                                          <C>           <C>           <C>           <C>             <C>
REVENUES                                                     $341,372,770  $235,039,449  $178,326,272  $ (42,200,594)  $712,537,897

COSTS AND EXPENSES
  Cost of operations                                          269,809,372   167,011,339   128,170,342    (42,200,594)   522,790,459
  General and administrative expenses                          22,501,573           -       9,674,223            -       32,175,796
  Depreciation and amortization                                16,545,135    16,132,132    17,909,833            -       50,587,100
  Asset impairment loss                                               -         558,398       223,378            -          781,776
  Loss on sale of assets and other                                307,737       152,947       265,349            -          726,033
                                                             -----------------------------------------------------------------------
    Total costs and expenses                                  309,163,817   183,854,816   156,243,125    (42,200,594)   607,061,164
                                                             -----------------------------------------------------------------------

OPERATING INCOME                                               32,208,953    51,184,633    22,083,147            -      105,476,733

OTHER INCOME (EXPENSE)
  Interest expense                                            (40,860,665)   (3,100,534)   (6,926,922)     8,527,432    (42,360,689)
  Amortization of debt issue cost                              (1,689,051)      (73,751)      (10,708)           -       (1,773,510)
  Interest income                                               1,589,485     7,236,461     1,420,611     (8,527,432)     1,719,125
  Foreign currency exchange loss                                      -             -      (6,185,798)           -       (6,185,798)
  Equity in income (loss) of affiliates                        47,380,684     7,372,503       389,502    (54,589,602)       553,087
  Minority interests in (income) loss of subsidiaries                 -        (167,015)      172,640            -            5,625
                                                             -----------------------------------------------------------------------
    Total other income (expense)                                6,420,453    11,267,664   (11,140,675)   (54,589,602)   (48,042,160)
                                                             -----------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES AND
  CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE                    38,629,406    62,452,297    10,942,472    (54,589,602)    57,434,573

Income taxes                                                    6,929,765    12,944,177     2,934,551            -       22,808,493
                                                             -----------------------------------------------------------------------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF AN
  ACCOUNTING CHANGE                                            31,699,641    49,508,120     8,007,921    (54,589,602)    34,626,080

  Cumulative effect of a change in accounting principle,
   net of income tax benefit of $0.                               (91,394)   (3,298,385)          -              -       (3,389,779)
                                                             -----------------------------------------------------------------------

NET INCOME (LOSS)                                            $ 31,608,247  $ 46,209,735  $  8,007,921  $ (54,589,602)  $ 31,236,301
                                                             =======================================================================
</TABLE>

                                       19

<PAGE>

<TABLE>
<CAPTION>
SUBSIDIARY GUARANTORS
CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2002

                                                                Parent      Subsidiary    Subsidiary
                                                                Company     Guarantors  Non-Guarantors  Eliminations   Consolidated

<S>                                                          <C>           <C>           <C>           <C>             <C>
OPERATING ACTIVITIES
  Net income (loss)                                          $ 31,608,247  $ 46,209,735  $  8,007,921  $ (54,589,602)  $ 31,236,301

  Noncash items in net income (loss):
    Depreciation and amortization                              15,127,544    16,205,882    19,305,054            -       50,638,480
    Loss on impairment of assets                                      -         558,398       223,378            -          781,776
    Loss on sale of assets and other                              307,737       152,947       265,349            -         726,033
    Deferred lease expenses                                     1,183,115       254,450        66,237            -        1,503,802
    Deferred income tax expenses                                2,017,061    10,533,617        (2,264)           -       12,548,414
    Equity in (income) loss of affiliates                     (47,380,684)   (7,372,503)     (389,502)    54,589,602       (553,087)
    Minority interests in income (loss) of subsidiaries               -         167,015      (172,640)           -           (5,625)
    Cumulative effect of an accounting change                      91,394     3,298,385           -              -        3,389,779
  Cash provided by (used for) operating working capital       (19,258,612)   56,593,580   (64,027,099)     6,976,210    (19,715,921)
                                                             -----------------------------------------------------------------------

      Net cash provided by (used for) operating activities    (16,304,198)  126,601,506   (36,723,566)     6,976,210     80,549,952

INVESTING ACTIVITIES
  Additions to theatre properties and equipment                (4,146,630)   (3,689,135)   (9,308,784)           -      (17,144,549)
  Sale of theatre properties and equipment                      1,725,279           -             -              -        1,725,279
  Net transactions with affiliates                             25,002,391  (116,801,428)   13,168,215     79,225,162        594,340
                                                             -----------------------------------------------------------------------

      Net cash provided by (used for) investing activities     22,581,040  (120,490,563)    3,859,431     79,225,162    (14,824,930)

FINANCING ACTIVITIES
  Increase in long-term debt                                   42,514,736           -       2,230,460            -       44,745,196
  Decrease in long-term debt                                  (75,555,629)   (4,500,000)  (10,928,691)           -      (90,984,320)
  Change in intercompany notes                                 21,738,000      (225,000)   64,688,372    (86,201,372)           -
  Increase in minority investment in subsidiaries                     -             -         421,855            -          421,855
  Decrease in minority investment in subsidiaries                     -        (175,000)  (10,727,187)           -      (10,902,187)
                                                             -----------------------------------------------------------------------

      Net cash provided by (used for) financing activities    (11,302,893)   (4,900,000)   45,684,809    (86,201,372)   (56,719,456)

EFFECT OF EXCHANGE RATE CHANGES
  ON CASH AND CASH EQUIVALENTS                                        -             -      (6,411,626)           -       (6,411,626)
                                                             -----------------------------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               (5,026,051)    1,210,943     6,409,048            -        2,593,940

CASH AND CASH EQUIVALENTS:
  Beginning of period                                           8,590,808    12,560,326    29,048,089            -       50,199,223
                                                             -----------------------------------------------------------------------

  End of period                                              $  3,564,757  $ 13,771,269  $ 35,457,137  $         -     $ 52,793,163
                                                             =======================================================================
</TABLE>

                                       20

<PAGE>

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

        The following is an analysis of our  financial  condition and results of
operations.  This  analysis  should be read in  conjunction  with our  Condensed
Consolidated  Financial  Statements,  including  the  notes  thereto,  appearing
elsewhere in this report.

Overview

        We generate  revenues  primarily  from box office  receipts,  concession
sales and screen advertising sales.  Revenues are recognized when admissions and
concession sales are received and earned at the theatres and screen  advertising
is shown at the theatres. Our revenues are affected by changes in attendance and
average admissions and concession  revenues per patron.  Attendance is primarily
affected  by the  commercial  appeal of the films  released  during  the  period
reported. We generate additional revenues through vendor marketing programs, pay
phones, ATM machines and electronic video games located in some of our theatres.

        Film rentals and advertising, concession supplies and salaries and wages
vary directly  with changes in revenues.  Film rental costs are accrued based on
the  applicable  box office  receipts and either the  mutually  agreed upon firm
terms or  estimates  of the final  settlement  depending  on the film  licensing
arrangement.  Advertising costs borne by us, which are expensed as incurred, are
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, among other things, the size of the directory and
the frequency and size of the newspaper's  circulation.  We purchase  concession
supplies to replace  units sold.  Although  salaries  and wages  include a fixed
component of cost,  (i.e.  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 changes in attendance volume.

        Facility  lease expense is primarily a fixed cost at the theatre  level,
as our facility leases  generally  require a fixed monthly minimum rent payment.
Certain leases are also subject to additional percentage rent if a target annual
revenue level is achieved.  As a percentage of revenues,  facility lease expense
is also affected by the number of leased versus fee owned facilities.

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

Critical Accounting Policies

        We prepare our condensed consolidated financial statements in conformity
with accounting  principles  generally accepted in the United States of America.
As such, we are required to make certain  estimates,  judgments and  assumptions
that we believe  are  reasonable  based upon the  information  available.  These
estimates,  judgments and assumptions  affect the reported amounts of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the periods presented.  The significant  accounting
policies  which we believe are the most  critical to aid in fully  understanding
and  evaluating our reported  financial  results are included in our 2002 Annual
Report filed March 19, 2003 on Form 10-K. No significant  changes have been made
to our critical accounting policies during the period covered by this filing.

                                       21

<PAGE>

Results of Operations

        The  following  table  sets  forth,  for  the  periods  indicated,   the
percentage of revenues  represented by certain items  reflected in our condensed
consolidated statements of operations:

<TABLE>
<CAPTION>
                                                  % of Revenues          % of Revenues
                                               Three months ended      Nine months ended
                                                  September 30,          September 30,
                                               -------------------    -------------------
                                                  2003     2002          2003     2002
                                                  ----     ----          ----     ----
<S>                                              <C>      <C>           <C>      <C>
  Revenues
    Admissions                                    62.7%    63.4%         63.0%    63.9%
    Concession                                    32.0     31.2          31.8     31.1
    Other                                          5.3      5.4           5.2      5.0
                                               -------------------    -------------------
  Total revenues                                 100.0    100.0         100.0    100.0
                                               -------------------    -------------------

    Cost of operations                            73.8     73.3          74.3     73.4
    General and administrative expenses            4.5      4.2           4.5      4.5
    Depreciation and amortization                  6.6      7.1           7.0      7.1
    Asset impairment loss                          1.0       -            0.6      0.1
    (Gain) loss on sale of assets and other        0.1       -           (0.1)     0.1
                                               -------------------    -------------------
  Total costs and expenses                        86.0     84.6          86.3     85.2
                                               -------------------    -------------------

  Operating income                                14.0     15.4          13.7     14.8
                                               ===================    ===================
</TABLE>

Three months ended September 30, 2003 and 2002

Revenues

        Revenues for the three month period ended September 30, 2003 (the "third
quarter of 2003")  increased to $252.6 million from $232.4 million for the three
month  period  ended   September  30,  2002  (the  "third   quarter  of  2002"),
representing an 8.7% increase. The increase in revenues for the third quarter is
primarily related to a 5.2% increase in attendance from 45.3 million patrons for
the third quarter of 2002 to 47.7 million  patrons for the third quarter of 2003
and a 6.0%  increase in  concession  revenues  per patron.  Revenues  per screen
increased  7.8% to $83,006 in the third  quarter  of 2003 from  $77,026  for the
third quarter of 2002.

Cost of Operations

        Cost of operations, as a percentage of revenues,  increased to 73.8% for
the third quarter of 2003 from 73.3% for the third quarter of 2002. Film rentals
and advertising  costs  increased to 53.8% of admissions  revenues for the third
quarter  of 2003 from  52.6% for the third  quarter  of 2002.  The  increase  is
primarily due to improved film quality during the third quarter of 2003 compared
to the third quarter of 2002.  Utilities  and other costs  increased to 11.6% of
revenues for the third quarter of 2003 from 10.9% for the third quarter of 2002.
The increase is primarily due to increased utilities,  insurance and repairs and
maintenance  expense.  Concession  supplies  decreased  to 17.9%  of  concession
revenues in the third  quarter of 2003 from 18.4% in the third  quarter of 2002.
The decrease is primarily related to the successful implementation of a domestic
price  increase in the fourth quarter of 2002.  Salaries and wages  decreased to
10.2% of revenues in the third  quarter of 2003 from 10.9% in the third  quarter
of 2002.  The decrease is primarily due to the 8.7% increase in revenues and the
semi-variable nature of salaries and wages.

                                       22

<PAGE>

General and Administrative Expenses

        General and  administrative  expenses  increased to $11.3 million in the
third  quarter  of 2003 from $9.7  million in the third  quarter  of 2002.  As a
percentage of revenues,  general and  administrative  expenses increased to 4.5%
for the third  quarter  of 2003 from 4.2% for the  third  quarter  of 2002.  The
increase is primarily due to increased professional fees.

Depreciation and Amortization

        Depreciation  and  amortization of $16.7 million in the third quarter of
2003 was  consistent  with the $16.6  million  recorded in the third  quarter of
2002.

Asset Impairment Loss

        During the third quarter of 2003, we wrote down the long-lived assets of
one theatre  located in the United  Kingdom to fair value,  which resulted in an
asset impairment charge of $2.5 million.

Interest Expense

        Interest  costs  incurred,  which  includes  amortization  of debt issue
costs, was $13.1 million for the third quarter of 2003 compared to $14.1 million
for the third quarter of 2002. The decrease is primarily due to reduced  average
debt  outstanding  during  the third  quarter  of 2003  compared  with the third
quarter of 2002.

Foreign Currency Exchange Loss

        A foreign  currency  exchange  loss of $3.9 million was recorded for the
third quarter of 2002. The foreign  currency  exchange loss recorded  during the
third quarter of 2002 was primarily due to the  translation  of Cinemark  Brasil
S.A.'s debt  denominated in other than local currency and the devaluation of the
real during the third quarter of 2002.

Income Taxes

        Income tax expense of $7.8 million was recorded for the third quarter of
2003  compared  to income tax  expense of $9.2  million  recorded  for the third
quarter of 2002.  Our effective tax rate for the third quarter of 2003 was 34.7%
compared to 47.2% for the third quarter of 2002.

Net Income

        We realized  net income of $14.6  million for the third  quarter of 2003
compared  to net income of $10.3  million  for the third  quarter  of 2002.  The
increase is primarily  related to the 8.7% increase in revenues and the decrease
in foreign currency  exchange loss partially offset by the asset impairment loss
recorded during the third quarter of 2003.

Nine months ended September 30, 2003 and 2002

Revenues

        Revenues for the nine month period ended  September  30, 2003 ("the 2003
period")  decreased  to $705.6  million  from $712.5  million for the nine month
period  ended  September  30,  2002 ("the  2002  period"),  representing  a 1.0%
decrease. The decrease in revenues for the 2003 period is primarily related to a
0.7%  decrease in attendance  from 131.6 million  patrons for the 2002 period to
130.7 million patrons for the 2003 period. Revenues per screen decreased 1.7% to
$232,484 in the 2003 period from $236,566 in the 2002 period.

Cost of Operations

        Cost of operations, as a percentage of revenues,  increased to 74.3% for
the 2003 period from 73.4% for the 2002  period.  Film  rentals and  advertising
costs  increased to 54.3% of admissions  revenues for the 2003 period from 53.6%
for the 2002  period.  The  increase is due to  increased  film rental costs and
promotional activities during the 2003 period.  Facility lease expense increased
to 12.7% of revenues  for the 2003 period  from 12.3% for the 2002  period.  The
increase is  primarily  related to the 1.0%  decrease in revenues  and the fixed
cost nature of facility  lease expense.  Utilities and other costs  increased to
11.8% of  revenues  for the 2003  period  from  11.0% for the 2002  period.  The
increase is primarily due

                                       23

<PAGE>

to  increased   utilities,   insurance  and  repairs  and  maintenance  expense.
Concession  supplies  decreased  to 16.6% of  concession  revenues  for the 2003
period from 17.6% for the 2002 period. The decrease is primarily a result of the
successful  implementation  of a domestic  concession  price increase during the
fourth quarter of 2002.

General and Administrative Expenses

        General and  administrative  expenses  decreased to $31.5 million in the
2003 period from $32.2  million in the 2002 period.  General and  administrative
expenses,  as a percentage  of revenues,  were 4.5% for both the 2003 period and
2002 period.

Depreciation and Amortization

        Depreciation  and  amortization  decreased to $49.5 million for the 2003
period from $50.6 million for the 2002 period.

Asset Impairment Loss

        We wrote  down  long-lived  assets of certain  properties  to their fair
values,  which  resulted in asset  impairment  charges of $4.6  million and $0.8
million  during the 2003 and 2002 periods,  respectively.  The asset  impairment
charges  recorded during the 2003 period  included a $2.5 million  write-down of
one theatre in the United Kingdom,  a $1.3 million  write-down of one theatre in
Mexico  and a $0.8  million  write-down  of one  theatre  in the U.S.  The asset
impairment  charges  recorded  during the 2002  period  included a $0.6  million
write-down  of goodwill  associated  with our  Argentine  operations  and a $0.2
million write-down of one theatre in El Salvador.

Interest Expense

        Interest  costs  incurred,  which  includes  amortization  of debt issue
costs,  was $41.8 million for the 2003 period  compared to $44.1 million for the
2002 period.  The decrease is primarily due to reduced average debt  outstanding
during the 2003 period compared with the 2002 period.

Foreign Currency Exchange Loss

        A foreign currency exchange loss of $6.2 million was recorded during the
2002 period.  The foreign currency exchange loss recorded in the 2002 period was
primarily due to the translation of Cinemark  Brasil S.A.'s debt  denominated in
other  than  local  currency  and the  devaluation  of the real  during the 2002
period.

Income Taxes

        Income tax  expense of $17.8  million was  recorded  for the 2003 period
compared to $22.8 million  recorded for the 2002 period.  Our effective tax rate
for the 2003 period was 38.5% compared to 39.7% for the 2002 period.

Cumulative Effect of an Accounting Change

        A cumulative  effect of a change in accounting  principle charge of $3.4
million  was  recorded  during  the 2002  period  related to the  write-down  of
goodwill and other intangible assets on January 1, 2002.

Net Income

        We realized net income of $28.5 million for the 2003 period  compared to
net income of $31.2 million for the 2002 period.

                                       24

<PAGE>

Liquidity and Capital Resources

Operating Activities

        We  primarily  collect our revenues in cash,  mainly  through box office
receipts and the sale of  concession  supplies.  We also  continue to expand the
number of theatres  that provide the patron a choice of using a credit card,  in
place of cash,  which we  convert to cash in  approximately  three to four days.
Because  our  revenues  are  received  in cash  prior to the  payment of related
expenses,  we have an  operating  "float"  and  historically  have not  required
traditional  working  capital  financing.  We typically  operate with a negative
working capital position for our ongoing theatre operations throughout the year,
primarily because of the lack of significant inventory and accounts receivable.

Investing Activities

        Our  investing   activities  have  been   principally   related  to  the
development and  acquisition of additional  theatres.  New theatre  openings and
acquisitions  historically have been financed with internally generated cash and
by  debt  financing,  including  borrowings  under  our  senior  secured  credit
facility.

        We are continuing to expand our U.S. theatre circuit.  We opened one new
theatre (12  screens)  during the nine month period  ended  September  30, 2003,
bringing our total  domestic  screen count to 2,218  screens (12 of which are in
Canada).  At September  30, 2003, we had signed  commitments  to build three new
theatres  with 31 screens  scheduled  to open in the U.S. by the end of 2003 and
build  seven  new  theatres  with 96  screens  scheduled  to  open  in the  U.S.
subsequent  to 2003.  We estimate the  remaining  capital  expenditures  for the
development of these 127 screens in the U.S. will be approximately  $45 million.
Actual  expenditures  for continued  theatre  development and  acquisitions  are
subject to change based upon the  availability of attractive  opportunities.  We
plan to fund capital  expenditures for our continued  development from cash flow
from   operations,   borrowings   under  our  senior  secured  credit  facility,
subordinated note borrowings,  proceeds from sale leaseback  transactions and/or
sales of excess real estate. Additionally,  we may from time to time, subject to
compliance  with our debt  instruments,  purchase on the open market or call our
debt securities depending upon the availability and prices of such securities.

        We are also continuing to expand our international  theatre circuit.  We
opened one new theatre (8 screens) and added two screens to an existing  theatre
during the nine month  period  ended  September  30,  2003,  bringing  our total
international  screen count to 825 screens. At September 30, 2003, we had signed
commitments  to build  four  new  theatres  with 26  screens  and a five  screen
expansion to an existing theatre  scheduled to open in international  markets by
the end of 2003 and build five new theatres with 35 screens scheduled to open in
international  markets  subsequent to 2003.  We estimate the  remaining  capital
expenditures  for the development of these 66 screens in  international  markets
will be approximately  $25 million.  Actual  expenditures for continued  theatre
development and  acquisitions  are subject to change based upon the availability
of  attractive  opportunities.  We  anticipate  that  investments  in  excess of
available  cash  will  be  funded  by us or by debt or  equity  financing  to be
provided by third parties directly to our subsidiaries.

Financing Activities

        As of September 30, 2003, our long-term debt obligations,  capital lease
obligations,  future minimum lease  obligations under  non-cancelable  operating
leases,  outstanding  letters  of credit  and  purchase  commitments  (excluding
capital expenditures) for each period indicated are summarized as follows:

<TABLE>
<CAPTION>
                                                      Payments Due by Period
                                                           (in millions)
                                             Less Than                                   After
  Contractual Obligations            Total   One Year     1 - 3 Years    4 - 5 Years    5 Years
  -----------------------            -----   ---------    -----------    -----------    -------
<S>                                <C>       <C>          <C>            <C>            <C>
  Long-term debt                   $  659.8  $     6.5    $      11.6    $     267.1    $ 374.6
  Capital lease obligations             0.1        0.1             -              -          -
  Operating lease obligations       1,483.3      106.3          217.4          213.8      945.8
  Letters of credit                     0.1        0.1             -              -          -
  Purchase commitments                  3.2        2.0            0.9            0.3         -
</TABLE>

        As of September 30, 2003, we were in full compliance with all agreements
governing our outstanding debt.

                                       25

<PAGE>

New Senior  Subordinated  Notes Issuance and  Retirement of  Outstanding  Senior
Subordinated Notes

        On February 11,  2003,  we issued $150  million  principal  amount of 9%
Senior Subordinated Notes to qualified  institutional buyers in reliance on Rule
144A  which  were  subsequently  registered  under the  Securities  Act of 1933.
Interest is payable on February 1 and August 1 of each year, beginning August 1,
2003.  The notes mature on February 1, 2013.  The net proceeds of  approximately
$145.9 million from the issuance of the 9% Senior  Subordinated  Notes were used
to repay a portion of our then existing Credit Facility.

        On May 7, 2003, we issued an additional $210 million principal amount of
9% Senior  Subordinated Notes at a premium of 107.25% of the principal amount to
qualified  institutional buyers in reliance on Rule 144A which were subsequently
registered  under the  Securities  Act of 1933.  The new notes  were  offered as
additional  debt securities  under the indenture  pursuant to which, on February
11, 2003,  we issued $150  million  principal  amount of 9% Senior  Subordinated
Notes.  Interest is payable on  February 1 and August 1 of each year,  beginning
August 1, 2003.  The notes mature on February 1, 2013.  The net proceeds of this
add-on  issuance of $226.7  million,  which included a premium of $15.2 million,
and additional borrowings under our senior secured credit facility were utilized
to fund the purchase on May 16, 2003 of  approximately  $233  million  principal
amount of outstanding 9 5/8% Senior  Subordinated  Notes tendered as of midnight
on May 15, 2003 pursuant to a tender offer announced on April 18, 2003.

        On September 18, 2003,  we redeemed the remaining $42 million  principal
amount  of  outstanding  9 5/8%  Senior  Subordinated  Notes  utilizing  the net
proceeds of our senior  secured  credit  facility  term loan that was amended on
August  18,  2003,  along  with  additional  borrowings  under  the $75  million
five-year revolving credit line.

        We may redeem all or part of the new notes on or after February 1, 2008.
Prior to February 1, 2006,  we may redeem up to 35% of the  aggregate  principal
amount of the notes from the proceeds of certain equity offerings. The notes are
general,  unsecured  obligations,  are  subordinated  in right of payment to our
senior secured credit facility or other senior indebtedness, and rank pari passu
with our existing senior  subordinated debt. The notes are guaranteed by certain
of our domestic subsidiaries. The guarantees are subordinated to the senior debt
of the subsidiary  guarantors  and rank pari passu with the senior  subordinated
debt of our guarantor  subsidiaries.  The notes are effectively  subordinated to
the indebtedness and other liabilities of our non-guarantor subsidiaries.

Senior Subordinated Notes

        As of September 30, 2003, we had two issues of Senior Subordinated Notes
outstanding:  (1)  $105  million  principal  amount  of 8 1/2%  Series  B Senior
Subordinated  Notes due 2008; and (2) $360 million principal amount of 9% Senior
Subordinated Notes due 2013. Interest on each issue is payable on February 1 and
August 1 of each year.

        The indentures governing the Senior Subordinated Notes contain covenants
that  limit,  among  other  things,  dividends,  transactions  with  affiliates,
investments,  sale of assets,  mergers,  repurchases of our capital stock, liens
and additional  indebtedness.  Upon a change of control, we would be required to
make an offer to repurchase  the Senior  Subordinated  Notes at a price equal to
101% of the  principal  amount  outstanding  plus  accrued  and unpaid  interest
through the date of repurchase. The indentures governing the Senior Subordinated
Notes allow us to incur additional indebtedness if we satisfy the coverage ratio
specified  in each  indenture,  after  giving  effect to the  incurrence  of the
additional indebtedness, and in certain other circumstances.

        The Senior Subordinated Notes are general, unsecured obligations and are
subordinated  in right of payment to the senior secured credit facility or other
senior  indebtedness.  The notes  are  guaranteed  by  certain  of our  domestic
subsidiaries.  The  guarantees  are  subordinated  to  the  senior  debt  of the
subsidiary  guarantors and rank pari passu with the senior  subordinated debt of
our  guarantor  subsidiaries.  The notes  are  effectively  subordinated  to the
indebtedness and other liabilities of our non-guarantor subsidiaries.

        Generally, if we are in default under the senior secured credit facility
and other senior  indebtedness,  we would not be allowed to make payments on the
Senior  Subordinated  Notes until the defaults have been cured or waived.  If we
fail to make any payments when due or within the  applicable  grace  period,  we
would be in default  under the  indentures  governing  the  Senior  Subordinated
Notes.

                                       26

<PAGE>

New Senior Secured Credit Facility

        On  February  14,  2003,  we entered  into a new senior  secured  credit
facility  consisting of a $75 million five-year revolving credit line and a $125
million  term  loan  with  Lehman  Commercial  Paper,  Inc.  for  itself  and as
administrative  agent for a syndicate  of  lenders.  The net  proceeds  from the
senior  secured credit  facility were used to repay,  in full, the then existing
Credit  Facility and the Cinema  Properties  Facility.  The term loan matures on
March 31, 2008,  but will be extended to March 31,  2009,  if on or prior to May
31,  2007 the  maturity of our  existing  senior  subordinated  debt is extended
beyond September 30, 2009.

        On August 18, 2003, we amended the senior secured  credit  facility with
Lehman  Commercial  Paper,  Inc.  for itself and as  administrative  agent for a
syndicate of lenders,  to provide a $165 million term loan expiring on March 31,
2008 subject to the  extensions  noted above as permitted by the senior  secured
credit  facility.  The net proceeds of the $165 million term loan and additional
borrowings  under the $75 million  five-year  revolving credit line were used to
(i) repay  $124.7  million of term loans  outstanding  under our senior  secured
credit facility entered into February 14, 2003 and (ii) redeem the remaining $42
million principal amount of our outstanding 9 5/8% Senior  Subordinated Notes on
September 18, 2003.

        Under the amended term loan, principal payments of $412,500 are due each
calendar  quarter  through  March 31,  2007 and  increase  to  $39,703,125  each
calendar  quarter from June 30, 2007 to maturity at March 31, 2008.  The amended
term loan bears interest,  at our option, at: (A) the base rate plus a margin of
1.75% or (B) the eurodollar rate plus a margin of 2.50%.

        Borrowings under the revolving credit line bear interest, at our option,
at:  (A) a margin of 2.00% per annum plus a "base  rate"  equal to the higher of
(i) the prime  lending  rate as set  forth on the  British  Banking  Association
Telerate page 5 or (ii) the federal funds  effective rate from time to time plus
0.50%, or (B) a "eurodollar rate" equal to the rate at which eurodollar deposits
are offered in the interbank  eurodollar  market for terms of one, two, three or
six, or (if  available to all lenders in their sole  discretion)  nine or twelve
months,  as  selected  by us,  plus a margin  of 3.00%  per  annum.  The  margin
applicable to base rate loans ranges from 1.25% per annum to 2.00% per annum and
the margin  applicable to  eurodollar  rate loans ranges from 2.25% per annum to
3.00% per annum based upon our achieving  certain ratios of debt to consolidated
EBITDA (as defined in the senior secured credit facility).

        The senior  secured  credit  facility is guaranteed by the guarantors of
the new Senior Subordinated Notes and is secured by mortgages on certain fee and
leasehold  properties and security  interests on certain personal and intangible
property,  including without limitation,  pledges of all of the capital stock of
certain  domestic  subsidiaries  and 65% of the  voting  stock of certain of our
foreign subsidiaries.  Under the senior secured credit facility, we are required
to maintain specified levels of fixed charge coverage and set limitations on our
leverage  ratios.  We are  limited in our  ability to pay  dividends  and in our
ability to incur additional  indebtedness and liens and,  following the issuance
of certain  types of  indebtedness  or the  disposition  of  assets,  subject to
certain  exceptions,  we would be required to apply  certain of the  proceeds to
repay amounts  outstanding under the senior secured credit facility.  The senior
secured credit facility also contains  certain other covenants and  restrictions
customary in credit agreements of this kind.

        At  September  30,  2003,   there  was   approximately   $164.6  million
outstanding  under  the  term  loan  and  no  outstanding  revolver  borrowings.
Approximately  $74.9 million was  available  for  borrowing  under the revolving
credit line, giving effect to a $0.1 million letter of credit  outstanding.  The
effective  interest  rate on  outstanding  borrowings  under the senior  secured
credit facility at September 30, 2003 was 3.7% per annum.

Cinemark USA Revolving Credit Facility

        In February 1998, we entered into a reducing  revolving  credit facility
(the "Credit  Facility") with a group of  banks for which Bank of America,  N.A.
acted as  administrative  agent.  The Credit  Facility  provided  for an initial
commitment of $350 million which was automatically reduced each quarter by 2.5%,
3.75%,  5.0%, 6.25% and 6.25% of the aggregate $350 million in 2001, 2002, 2003,
2004 and 2005,  respectively,  until  maturity in 2006. As of December 31, 2002,
the  aggregate  commitment  available  to us was  $262.5  million.  We prepaid a
portion of the  indebtedness  outstanding  under the Credit Facility on February
11,  2003 with the net  proceeds  of our new $150  million  principal  amount 9%
Senior  Subordinated  Notes issuance.  The Credit Facility was repaid in full on
February 14, 2003 from the net proceeds of our senior  secured  credit  facility
entered into with Lehman Commercial Paper, Inc. for itself and as administrative
agent for a syndicate of lenders.

                                       27

<PAGE>

Cinemark Mexico Revolving Credit Facility

        In  November  1998,  Cinemark  Mexico  (USA),  Inc.  executed  a  credit
agreement  with Bank of America  National  Trust and  Savings  Association  (the
"Cinemark Mexico Credit Agreement").  The Cinemark Mexico Credit Agreement was a
revolving  credit  facility and provided for a loan to Cinemark  Mexico of up to
$30 million in the  aggregate.  Cinemark  Mexico was required to make  principal
payments of $0.5 million in each of the third and fourth  quarters of 2001, $1.5
million  per quarter in 2002 with the  remaining  principal  outstanding  of $23
million due in January  2003.  On January 15, 2003,  the Cinemark  Mexico Credit
Agreement was paid in full.

Cinema Properties Term Loan

        In December 2000,  Cinema  Properties,  Inc., a wholly owned  subsidiary
that was not  subject to  restrictions  imposed by the  Credit  Facility  or the
indentures  governing  the Senior  Subordinated  Notes,  borrowed a $77  million
3-year  term  loan  from  Lehman  Brothers  Bank,  FSB (the  "Cinema  Properties
Facility"),  which was  originally  scheduled to mature on December 31, 2003. In
2002,  the Cinema  Properties  Facility was amended,  which among other  things,
extended the  maturity  date one year to December  31, 2004 and  eliminated  the
lender's  discretionary  right to require Cinema  Properties,  Inc. to make $1.5
million  principal  payments in the third and fourth  quarters of 2002.  The $77
million Cinema Properties  Facility was repaid in full on February 14, 2003 from
the net proceeds of our senior secured credit facility  entered into with Lehman
Commercial Paper, Inc. for itself and as administrative agent for a syndicate of
lenders.  Simultaneously,  with such repayment,  Cinema Properties, Inc. and its
shareholders were merged with and into us.

Cinemark Brasil Notes Payable

        Cinemark  Brasil S.A.  currently has three main types of funding sources
executed with local and international banks.  These include:

        (1) BNDES  (Banco  Nacional de  Desenvolvimento  Economico e Social (the
Brazilian National  Development Bank)) credit line in the U.S. dollar equivalent
in Brazilian  reais of US$3.8 million  executed in October 1999 with a term of 5
years (with a nine month grace  period) and accruing  interest at a BNDES basket
rate,  which is a  multiple  currency  rate  based on the rate at which the bank
borrows, plus a spread amounting to 14.5%;

        (2) BNDES credit line in the U.S.  dollar  equivalent in Brazilian reais
of US$1.9  million  executed in November 2001 with a term of 5 years (with a one
year grace  period) and  accruing  interest at a BNDES basket rate plus a spread
amounting to 13.8%; and

        (3) Project developer financing executed with two engineering  companies
in September 2000 in the amount of US$1.8 million with a term of 5 years (with a
nine month grace  period) and  accruing  interest at a rate of TJLP+5%  (Taxa de
Juros de Longo  Prazo (a long term  interest  rate  published  by the  Brazilian
government)).

        These sources are secured by a variety of instruments, including comfort
letters  from  Cinemark  International,  promissory  notes for up to 130% of the
value,  a revenue  reserve  account and equipment  collateral.  A fourth funding
source (import financing executed with Banco ABC Brasil) was paid in full during
the second  quarter of 2003.  As of  September  30,  2003,  an aggregate of $4.0
million  was  outstanding  and  the  average  effective  interest  rate  on such
borrowings was 14.3% per annum.

Cinemark Chile Notes Payable

        On  March  26,   2002,   Cinemark   Chile  S.A.   entered  into  a  Debt
Acknowledgment,  Rescheduling  and Joint  Guarantee and Co-Debt  Agreement  with
Scotiabank Sud Americano and three local banks.  Under this agreement,  Cinemark
Chile S.A. borrowed the U.S. dollar equivalent of approximately $10.6 million in
Chilean  pesos  (adjusted  for  inflation  pursuant to the Unidades de Fomento).
Cinemark  Chile S.A.  is  required to make 24 equal  quarterly  installments  of
principal  plus accrued and unpaid  interest,  commencing  March 27,  2002.  The
indebtedness is secured by a first priority  commercial  pledge of the shares of
Cinemark Chile S.A., a chattel mortgage over Cinemark Chile's personal  property
and by guarantees issued by Cinemark International, L.L.C. and Chile Films S.A.,
whose owners are  shareholders  of Cinemark  Chile S.A. The  agreement  requires
Cinemark  Chile S.A. to maintain  certain  financial  ratios and contains  other
restrictive  covenants  typical for agreements of this type such as a limitation
on dividends.  Funds  borrowed  under this agreement bear interest at the 90 day
TAB  Banking  rate (360 day TAB  Banking  rate with  respect  to one of the four
banks) as published by

                                       28

<PAGE>

the Association of Banks and Financial Institutions Act plus 2%. As of September
30, 2003, $7.7 million was  outstanding  under  this agreement and the effective
interest rate on such borrowing was 5.7% per annum.

Seasonality

        Our 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 our 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.

Cautionary Statement Regarding Forward-Looking Statements

        This quarterly report on Form 10-Q includes "forward-looking statements"
based on our current expectations,  assumptions, estimates and projections about
our and our subsidiaries'  business and industry.  We intend that this quarterly
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. They include
statements relating to:
                o future revenues, expenses and profitability;
                o the future development and expected growth of our business;
                o projected capital expenditures;
                o attendance  at movies  generally,  or in any of the markets in
                  which we operate;
                o the number or diversity of popular movies released;
                o our ability to successfully license and exhibit popular films;
                o competition from other exhibitors; and
                o determinations in lawsuits in which we are a defendant.

        You can identify forward-looking  statements by the use of words such as
"may,"  "should,"  "will,"  "could,"   "estimates,"   "predicts,"   "potential,"
"continue,"   "anticipates,"   "believes,"   "plans,"  "expects,"  "future"  and
"intends" and similar expressions which are intended to identify forward-looking
statements.  These  statements are not guarantees of future  performance and are
subject to risks,  uncertainties and other factors, some of which are beyond our
control  and  difficult  to predict  and could  cause  actual  results to differ
materially from those expressed or forecasted in the forward-looking statements.
In evaluating these  forward-looking  statements,  you should carefully consider
the risks and  uncertainties  described  in this report.  These  forward-looking
statements  reflect our view only as of the date of this report.  Actual results
could differ materially from those indicated by such forward-looking  statements
due to a number of factors. All forward-looking statements attributable to us or
persons  acting on our behalf are expressly  qualified in their entirety by this
cautionary statement. We undertake no current obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.

                                       29

<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

        We have  exposure  to  financial  market  risks,  including  changes  in
interest  rates,  foreign  currency  exchange  rates and other  relevant  market
prices.

Interest Rate Risk

        An increase or decrease in interest  rates would affect  interest  costs
relating to our  variable  rate debt  facilities.  We and our  subsidiaries  are
currently  parties to variable rate debt  facilities.  At September 30, 2003, we
had an aggregate of $180.4 million of variable rate debt outstanding under these
facilities. Borrowings under these facilities represent approximately 27% of our
total  outstanding  long-term debt at September 30, 2003.  Based on the interest
rate levels in effect on the variable  rate debt  outstanding  at September  30,
2003, a 100 basis point increase in market interest rates would not increase our
annual interest expense by a material  amount.  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 our fixed rate and variable
rate long-term debt agreements:

<TABLE>
<CAPTION>
                                           Expected Maturity As of September 30, 2003
                                                         (in millions)
                                        September 30,                                                         Average
                     --------------------------------------------------                              Fair     Interest
                        2004      2005      2006      2007      2008      Thereafter      Total      Value      Rate
                        ----      ----      ----      ----      ----      ----------      -----      -----      ----
<S>                   <C>       <C>       <C>       <C>       <C>         <C>           <C>        <C>          <C>
  Fixed rate          $  0.1    $  0.1    $  0.1    $   -     $104.5      $    374.6    $ 479.4    $ 483.4      8.9%
  Variable rate          6.4       5.6       5.8      82.3      80.3              -       180.4      182.6      4.1%
                     --------------------------------------------------------------------------------------
  Total debt          $  6.5    $  5.7    $  5.9    $ 82.3    $184.8      $    374.6    $ 659.8    $ 666.0
                     ======================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                           Expected Maturity As of December 31, 2002
                                                         (in millions)
                                         December 31,                                                         Average
                     --------------------------------------------------                              Fair     Interest
                        2003      2004      2005      2006      2007      Thereafter      Total      Value      Rate
                        ----      ----      ----      ----      ----      ----------      -----      -----      ----
<S>                   <C>       <C>       <C>       <C>       <C>         <C>           <C>        <C>          <C>
  Fixed rate          $  0.1    $   -     $  0.1    $   -     $   -       $    380.2    $ 380.4    $ 393.8      9.3%
  Variable rate         30.1     165.6      94.6      19.9       2.0              -       312.2      324.1      4.4%
                     --------------------------------------------------------------------------------------
  Total debt          $ 30.2    $165.6    $ 94.7    $ 19.9    $  2.0      $    380.2    $ 692.6    $ 717.9
                     ======================================================================================
</TABLE>

        In December 2000, Cinema Properties,  Inc., a wholly-owned subsidiary of
ours,  entered  into  the  Cinema  Properties  Facility.  As part of the  Cinema
Properties  Facility,  to hedge against future changes in interest rates, Cinema
Properties,  Inc.  purchased  an Interest  Rate Cap  Agreement,  with a notional
amount  equal to $77  million,  a five-year  term and a strike rate equal to the
excess of three month LIBOR over the strike price of 6.58%, from Lehman Brothers
Derivative  Products Inc. At December 31, 2002,  the Interest Rate Cap Agreement
was  recorded at its fair value of $0.1  million.  During the nine month  period
ended  September  30, 2003,  the Interest Rate Cap Agreement was written down to
$0. We do not have any additional  derivative financial  instruments in place as
of  September  30,  2003 that  would  have a  material  effect on our  financial
position, results of operations and cash flows.

Foreign Currency Exchange Rate Risk

        We are also  exposed  to market  risk  arising  from  changes in foreign
currency exchange rates as a result of our international  operations.  Generally
accepted accounting principles in the U.S. require that our subsidiaries use the
currency  of the primary  economic  environment  in which they  operate as their
functional  currency.  If our  subsidiaries  operate  in a  highly  inflationary
economy,  generally accepted accounting  principles in the U.S. require that the
U.S.  dollar be used as the  functional  currency for the  subsidiary.  Currency
fluctuations  result in us reporting exchange gains (losses) or foreign currency
translation adjustments relating to our international  subsidiaries depending on
the inflationary  environment of the country in which we operate. Based upon our
equity  ownership in our  international  subsidiaries  as of September 30, 2003,
holding everything else constant, a 10% immediate  unfavorable change in each of
the foreign

                                       30

<PAGE>

currency  exchange  rates to which we are exposed  would  decrease  the net fair
value of our investments in our  international  subsidiaries by approximately $5
million.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

        We have established a system of controls and other  procedures  designed
to ensure that  information  required to be disclosed  in our  periodic  reports
filed  under the  Securities  Exchange  Act of 1934  (the  "Exchange  Act"),  as
amended, is recorded, processed, summarized and reported within the time periods
specified in the Securities  and Exchange  Commission's  rules and forms.  These
disclosure  controls and procedures  have been evaluated  under the direction of
our Chief Executive Officer and Chief Financial Officer within the last 90 days.
Based on such  evaluations,  the Chief  Executive  Officer  and Chief  Financial
Officer have concluded that the disclosure controls and procedures are effective
in  alerting  them in a timely  basis to  material  information  relating to the
Company and its consolidated subsidiaries required to be included in our reports
filed or submitted under the Exchange Act.

Changes in Internal Controls

        There  have  been no  significant  changes  in our  system  of  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the evaluation by the Chief Executive  Officer and Chief Financial
Officer.

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,  2002.  See updated  discussion  of
Litigation  and Litigation  Settlements  in the notes to condensed  consolidated
financial statements.

Item 5. Other Information

        Supplemental Schedules specified by the Senior Subordinated
        Notes Indenture:                                                    Page
                                                                            ----

            Condensed Consolidating Balance Sheets (unaudited) as of
            September 30, 2003                                               32

            Condensed Consolidating Statements of Operations (unaudited)
            for the nine month period ended September 30, 2003               33

            Condensed Consolidating Statements of Cash Flows (unaudited)
            for the nine month period ended September 30, 2003               34

                                       31

<PAGE>

<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                            AS OF SEPTEMBER 30, 2003
                                  (Unaudited)

                                                               Restricted       Unrestricted
                                                                 Group             Group          Eliminations         TOTAL
                                                             --------------    --------------    --------------    --------------

<S>                                                          <C>               <C>               <C>               <C>
                                     ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                  $  21,677,046     $  29,177,438     $         -       $  50,854,484
  Inventories                                                    3,153,227           652,490               -           3,805,717
  Accounts receivable                                          (17,012,398)       31,960,671          (384,259)       14,564,014
  Income tax receivable                                         (1,545,124)        1,545,124               -                 -
  Prepaid expenses and other                                     5,464,202           826,372               -           6,290,574
                                                             --------------------------------------------------------------------
    Total current assets                                        11,736,953        64,162,095          (384,259)       75,514,789

THEATRE PROPERTIES AND EQUIPMENT - net                         699,535,867        70,833,943               -         770,369,810

OTHER ASSETS
  Goodwill                                                       8,105,943         2,891,750               -          10,997,693
  Investments in and advances to affiliates                    168,081,309         1,293,843      (166,354,310)        3,020,842
  Deferred charges and other - net                              32,698,264         5,476,435               -          38,174,699
                                                             --------------------------------------------------------------------
    Total other assets                                         208,885,516         9,662,028      (166,354,310)       52,193,234
                                                             --------------------------------------------------------------------

TOTAL ASSETS                                                 $ 920,158,336     $ 144,658,066     $(166,738,569)    $ 898,077,833
                                                             ====================================================================

                      LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES
  Current portion of long-term debt                          $   1,890,871     $   4,594,298     $         -       $   6,485,169
  Current income taxes payable                                   4,898,377         1,321,155               -           6,219,532
  Accounts payable and accrued expenses                         74,302,341        15,165,041          (402,889)       89,064,493
                                                             --------------------------------------------------------------------
    Total current liabilities                                   81,091,589        21,080,494          (402,889)      101,769,194

LONG-TERM LIABILITIES
  Senior credit agreements                                     165,143,057         9,020,985               -         174,164,042
  Senior subordinated notes                                    479,115,982               -                 -         479,115,982
  Deferred lease expenses                                       24,782,230         2,261,549               -          27,043,779
  Deferred gain on sale leasebacks                               4,098,180               -                 -           4,098,180
  Deferred income taxes                                         17,432,038          (232,687)              -          17,199,351
  Deferred revenues and other long-term liabilities                663,389         2,043,564               -           2,706,953
                                                             --------------------------------------------------------------------
    Total long-term liabilities                                691,234,876        13,093,411               -         704,328,287

MINORITY INTERESTS IN SUBSIDIARIES                               8,767,113        23,670,275               -          32,437,388

SHAREHOLDER'S EQUITY
  Class A common stock, $.01 par value: 10,000,000 shares
   authorized, 1,500 shares issued and outstanding                      15        14,952,000       (14,952,000)               15
  Class B common stock, no par value: 1,000,000 shares
   authorized, 239,893 shares issued and outstanding            49,543,427             6,000            (6,000)       49,543,427
  Additional paid-in-capital                                    12,796,687       151,377,681      (151,377,680)       12,796,688
  Retained earnings                                            152,938,677       (44,201,375)              -         108,737,302
  Treasury stock, 57,245 Class B shares at cost                (24,232,890)              -                 -         (24,232,890)
  Accumulated other comprehensive loss                         (51,981,158)      (35,320,420)              -         (87,301,578)
                                                             --------------------------------------------------------------------
    Total shareholder's equity                                 139,064,758        86,813,886      (166,335,680)       59,542,964
                                                             --------------------------------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                   $ 920,158,336     $ 144,658,066     $(166,738,569)    $ 898,077,833
                                                             ====================================================================

</TABLE>

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

                                       32

<PAGE>

<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                                  (Unaudited)

                                                               Restricted       Unrestricted
                                                                 Group             Group          Eliminations         TOTAL
                                                             --------------    --------------    --------------    --------------

<S>                                                          <C>               <C>               <C>               <C>
REVENUES                                                     $ 611,108,213     $  96,506,790     $  (2,048,775)    $ 705,566,228


COSTS AND EXPENSES
  Cost of operations                                           451,318,270        75,239,272        (2,048,775)      524,508,767
  General and administrative expenses                           25,720,404         5,828,050               -          31,548,454
  Depreciation and amortization                                 40,912,510         8,601,162               -          49,513,672
  Asset impairment loss                                          4,560,845               -                 -           4,560,845
  (Gain) loss on sale of assets and other                         (769,661)           11,139               -            (758,522)
                                                             --------------------------------------------------------------------
    Total costs and expenses                                   521,742,368        89,679,623        (2,048,775)      609,373,216
                                                             --------------------------------------------------------------------

OPERATING INCOME                                                89,365,845         6,827,167               -          96,193,012

OTHER INCOME (EXPENSE)
  Interest expense                                             (38,365,880)       (1,717,410)              -        (40,083,290)
  Amortization of debt issue cost                               (1,529,777)         (205,534)              -         (1,735,311)
  Interest income                                                  596,451           999,542               -           1,595,993
  Foreign currency exchange gain                                   102,105            36,799               -             138,904
  Loss on early retirement of debt                              (6,202,902)       (1,325,367)              -          (7,528,269)
  Equity in income of affiliates                                   213,658           358,589               -             572,247
  Minority interests in income of subsidiaries                  (1,029,974)       (1,861,432)              -          (2,891,406)
                                                             --------------------------------------------------------------------
    Total other expenses                                       (46,216,319)       (3,714,813)              -         (49,931,132)
                                                             --------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                      43,149,526         3,112,354               -          46,261,880

Income taxes                                                    16,613,902         1,183,999               -          17,797,901
                                                             -------------------------------------------------------------------

NET INCOME                                                   $  26,535,624     $   1,928,355     $         -       $  28,463,979
                                                             ====================================================================
</TABLE>

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

                                       33

<PAGE>

<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                                  (Unaudited)

                                                               Restricted       Unrestricted
                                                                 Group             Group          Eliminations         TOTAL
                                                             --------------    --------------    --------------    --------------
<S>                                                          <C>               <C>               <C>               <C>
OPERATING ACTIVITIES
  Net income                                                 $  26,535,624     $   1,928,355     $          -      $  28,463,979

  Noncash items in net income:
    Depreciation                                                40,499,256         8,523,435                -         49,022,691
    Amortization of other assets                                   413,254            77,727                -            490,981
    Amortization of foreign advanced rents                         810,473           542,772                -          1,353,245
    Amortized compensation - stock options                         821,828               -                  -            821,828
    Amortization of debt issue costs                             1,529,777           205,534                -          1,735,311
    Amortization of gain on sale leasebacks                       (274,440)              -                  -           (274,440)
    Amortization of debt discount and premium                     (606,253)              -                  -           (606,253)
    Amortization of deferred revenues                           (2,318,011)              -                  -         (2,318,011)
    Loss on impairment of assets                                 4,560,845               -                  -          4,560,845
    (Gain) loss on sale of assets and other                       (769,661)           11,139                -           (758,522)
    Loss on early retirement of debt                             6,202,902         1,325,367                -          7,528,269
    Deferred lease expenses                                        359,896         1,846,426                -          2,206,322
    Deferred income tax expenses                                 6,616,910          (587,687)               -          6,029,223
    Equity in (income) loss of affiliates                         (213,658)         (358,589)               -           (572,247)
    Minority interests in income of subsidiaries                 1,029,974         1,861,432                -          2,891,406
  Cash provided by (used for) operating working capital        (12,775,004)      (31,507,072)               -        (44,282,076)
                                                             --------------------------------------------------------------------

      Net cash provided by (used for) operating activities      72,423,712       (16,131,161)               -         56,292,551

INVESTING ACTIVITIES
  Additions to theatre properties and equipment                (22,516,492)       (5,053,315)               -        (27,569,807)
  Sale of theatre properties and equipment                       2,223,574            79,866                -          2,303,440
  Transfer of theatre properties and equipment                 (93,106,945)       93,106,945                -                -
  Investment in affiliates                                          (3,314)              -                  -             (3,314)
  Dividends/capital returned from affiliates                       153,000           147,465                -            300,465
                                                             --------------------------------------------------------------------

      Net cash provided by (used for) investing activities    (113,250,177)       88,280,961                -        (24,969,216)

FINANCING ACTIVITIES
  Issuance of senior subordinated notes                        375,225,000               -                  -        375,225,000
  Retirement of senior subordinated notes                     (275,000,000)              -                  -       (275,000,000)
  Increase in long-term debt                                   403,512,451               -                  -        403,512,451
  Decrease in long-term debt                                  (453,194,690)      (83,023,639)               -       (536,218,329)
  Increase in debt issue cost                                  (15,598,321)              -                  -        (15,598,321)
  Increase in minority investment in subsidiaries                   11,495         3,461,655                -          3,473,150
  Decrease in minority investment in subsidiaries                 (480,479)         (161,618)               -           (642,097)
                                                             --------------------------------------------------------------------

      Net cash provided by (used for) financing activities      34,475,456       (79,723,602)               -        (45,248,146)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
  CASH EQUIVALENTS                                                (457,454)        1,518,234                -          1,060,780
                                                             --------------------------------------------------------------------

DECREASE IN CASH AND CASH EQUIVALENTS                           (6,808,463)       (6,055,568)               -        (12,864,031)

CASH AND CASH EQUIVALENTS:
  Beginning of period                                           28,485,509        35,233,006                -         63,718,515
                                                             --------------------------------------------------------------------

  End of period                                              $  21,677,046     $  29,177,438      $         -      $  50,854,484
                                                             ====================================================================
</TABLE>

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

                                       34

<PAGE>

Item 6. Exhibits and Reports on Form 8-K

        a) Exhibits
                3.1    Amended and  Restated  Articles of  Incorporation  of the
                        Company filed with the Texas  Secretary of State on June
                        3,1992  (incorporated  by reference to Exhibit 3.1(a) to
                        the  Company's  Annual  Report  on Form  10-K  (File No.
                        033-47040) filed March 31, 1993).
                3.2(a) Bylaws  of  the  Company,  as  amended  (incorporated  by
                        reference to Exhibit 3.2 to the  Company's  Registration
                        Statement on Form S-1 (File No.  033-47040)  filed April
                        9, 1992).
                3.2(b) Amendment  to Bylaws of the Company  dated March 12, 1996
                        (incorporated  by  reference  to  Exhibit  3.2(b) to the
                        Company's   Annual   Report  on  Form  10-K   (File  No.
                        033-47040) filed March 6, 1997).
                4.1(a) Exchange and Registration Rights Agreement dated February
                        11, 2003, among Cinemark USA, Inc.,  certain  subsidiary
                        guarantor  parties  thereto and the  initial  purchasers
                        named  therein  (incorporated  by  reference  to Exhibit
                        10.2(c)  to the  Company's  Annual  Report  on Form 10-K
                        (File No. 033-47040) filed March 19, 2003).
                4.1(b) Exchange and  Registration  Rights Agreement dated May 7,
                        2003  among  Cinemark  USA,  Inc.,   certain  subsidiary
                        guarantors  party  thereto  and the  initial  purchasers
                        named  therein  (incorporated  by  reference  to Exhibit
                        4.1(b) to the Company's  Registration  Statement on Form
                        S-4 (File No. 333-104940) filed May 28, 2003.
                4.2(a) Indenture  dated  August 15, 1996 between the Company and
                        U.S. Trust Company of Texas, N.A.,  governing the 9 5/8%
                        Senior     Subordinated    Notes    issued    thereunder
                        (incorporated   by  reference  to  Exhibit  4.1  to  the
                        Company's  Registration  Statement on Form S-4 (File No.
                        333-11895) filed September 13, 1996).
                4.2(b) First Supplemental  Indenture dated June 26, 1997 between
                        the  Company  and U.S.  Trust  Company  of  Texas,  N.A.
                        (incorporated  by  reference to Exhibit 4.4 to Cinemark,
                        Inc.'s  Registration  statement  on Form S-1  (File  No.
                        333-88618) filed on May 17, 2002).
                4.2(c) Second  Supplemental  Indenture  dated as of February 11,
                        2003  between  the  Company,  the  Subsidiary  guarantor
                        parties  thereto and The Bank of New York Trust  Company
                        of Florida,  N.A.,  as successor  trustee to U.S.  Trust
                        Company of Texas,  N.A.  (incorporated  by  reference to
                        Exhibit  4.2  (c)  to  Cinemark,   Inc.'s   Registration
                        statement of Form S-1 (File No. 333-104940) filed on May
                        2, 2003).
                4.2(d) Indenture  dated June 26,  1997  between  the Company and
                        U.S. Trust Company of Texas,  N.A.  governing the 9 5/8%
                        Senior     Subordinated    Notes    issued    thereunder
                        (incorporated   by  reference  to  Exhibit  4.1  to  the
                        Company's  Registration  Statement on Form S-4 (File No.
                        333-32959) filed August 6, 1997).
                4.2(e) First  Supplemental  Indenture  dated as of February  11,
                        2003  between the  Company,  the  subsidiary  guarantors
                        party  thereto and The Bank of New York Trust Company of
                        Florida,  N.A.,  as  successor  trustee  to  U.S.  Trust
                        Company of Texas,  N.A.  (incorporated  by  reference to
                        Exhibit 4.2 (d) to the Company's  Registration Statement
                        on Form S-4 (File No. 333-104940) filed May 2, 2003).
                4.2(f) Indenture  dated January 14, 1998 between the Company and
                        U.S. Trust Company of Texas,  N.A.  governing the 8 1/2%
                        Senior     Subordinated    Notes    issued    thereunder
                        (incorporated   by  reference  to  Exhibit  4.1  to  the
                        Company's  Registration  Statement on Form S-4 (File No.
                        333-45417) filed February 2, 1998).
                4.2(g) First  Supplemental  Indenture  dated as of February  11,
                        2003  between the  Company,  the  subsidiary  guarantors
                        party  thereto and The Bank of New York Trust Company of
                        Florida,  N.A.,  as  successor  trustee  to  U.S.  Trust
                        Company of Texas,  N.A.  (incorporated  by  reference to
                        Exhibit 4.2 (g) to the Company's  Registration Statement
                        on Form S-4 (File No. 333-104940) filed May 2, 2003).
                4.2(h) Indenture dated February 11, 2003 between the Company and
                        The Bank of New York  Trust  Company  of  Florida,  N.A.
                        governing  the  9%  Senior   Subordinated  Notes  issued
                        thereunder (incorporated by reference to Exhibit 10.2(b)
                        to the  Company's  Annual  Report on Form 10-K (File No.
                        033-47040) filed March 19, 2003).
                4.2(i) First  Supplemental  Indenture  dated  as of May 7,  2003
                        between the Company,  the  subsidiary  guarantors  party
                        thereto  and  The  Bank of New  York  Trust  Company  of
                        Florida,  N.A.  (incorporated  by  reference  to Exhibit
                        4.2(i) to the Company's  Registration  Statement on Form
                        S-4 (File No. 333-104940) filed May 28, 2003).

                                       35

<PAGE>

                4.2(j) Form of 9 5/8% Note (contained in the Indenture listed as
                        Exhibit  4.2(a)  above)  (incorporated  by  reference to
                        Exhibit 4.1 to the Company's  Registration  Statement on
                        Form S-4 File No. 333-11895) filed September 13, 1996).
                4.2(k) Form of 9 5/8% Note (contained in the Indenture listed as
                        Exhibit  4.2(d)  above)  (incorporated  by  reference to
                        Exhibit 4.1 to the Company's  Registration  Statement on
                        Form S-4 File No. 333-32959) filed August 6, 1997).
                4.2(l) Form of 8 1/2% Note (contained in the Indenture listed as
                        Exhibit  4.2(f)  above)  (incorporated  by  reference to
                        Exhibit 4.1 to the Company's  Registration  Statement on
                        Form S-4 (File No. 333-45417) filed February 2, 1998).
                4.2(m) Form of 9% Note  (contained  in the  Indenture  listed as
                        Exhibit  4.2(h)  above)  (incorporated  by  reference to
                        Exhibit  10.2(b) to the Company's  Annual Report on Form
                        10-K (File 033-47040) filed March 19, 2003).
                *10.1  First Amendment and Waiver,  dated as of August, 15, 2003
                        to the Credit  Agreement  dated as of February  14, 2003
                        among Cinemark Inc.,  CNMK Holdings,  Inc., the Company,
                        the several  lenders from time to time parties  thereto,
                        Lehman  Brothers  Inc.,  as  arranger,  Bank of America,
                        N.A., as syndication agent, Fleet National Bank, General
                        Electric Capital Corporation and The Bank of New York as
                        co-documentation agents.
                *31.1  Certification of Chief Executive Officer of Cinemark USA,
                        Inc. Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                        of 2002.
                *31.2  Certification of Chief Financial Officer of Cinemark USA,
                        Inc. Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                        of 2002.
                *32.1  Certification of the Chief Executive  Officer of Cinemark
                        USA, Inc. Pursuant to Section 906 of the  Sarbanes-Oxley
                        Act of 2002.
                *32.2  Certification of the Chief Financial  Officer of Cinemark
                        USA, Inc. Pursuant to Section 906 of the  Sarbanes-Oxley
                        Act of 2002.

                        *filed herewith.

b) Reports on Form 8-K

                On August 4, 2003, the Company filed a Form 8-K, reporting under
        Item 9 a press release  announcing  our operating  results for the three
        and six month periods ended June 30, 2003.

                On November 13, 2003,  the Company  filed a Form 8-K,  reporting
        under Item 9 a press release  announcing  our operating  results for the
        three and nine month periods ended September 30, 2003.

                                       36

<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 thereunto duly authorized.


                                                         CINEMARK USA, INC.
                                                         Registrant


DATE: November 14, 2003


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


                                                         /s/ Robert Copple
                                                         Robert Copple
                                                         Chief Financial Officer

                                       37

<PAGE>

                                  Exhibit Index

                3.1    Amended and  Restated  Articles of  Incorporation  of the
                        Company filed with the Texas  Secretary of State on June
                        3,1992  (incorporated  by reference to Exhibit 3.1(a) to
                        the  Company's  Annual  Report  on Form  10-K  (File No.
                        033-47040) filed March 31, 1993).
                3.2(a) Bylaws  of  the  Company,  as  amended  (incorporated  by
                        reference to Exhibit 3.2 to the  Company's  Registration
                        Statement on Form S-1 (File No.  033-47040)  filed April
                        9, 1992).
                3.2(b) Amendment  to Bylaws of the Company  dated March 12, 1996
                        (incorporated  by  reference  to  Exhibit  3.2(b) to the
                        Company's   Annual   Report  on  Form  10-K   (File  No.
                        033-47040) filed March 6, 1997).
                4.1(a) Exchange and Registration Rights Agreement dated February
                        11, 2003, among Cinemark USA, Inc.,  certain  subsidiary
                        guarantor  parties  thereto and the  initial  purchasers
                        named  therein  (incorporated  by  reference  to Exhibit
                        10.2(c)  to the  Company's  Annual  Report  on Form 10-K
                        (File No. 033-47040) filed March 19, 2003).
                4.1(b) Exchange and  Registration  Rights Agreement dated May 7,
                        2003  among  Cinemark  USA,  Inc.,   certain  subsidiary
                        guarantors  party  thereto  and the  initial  purchasers
                        named  therein  (incorporated  by  reference  to Exhibit
                        4.1(b) to the Company's  Registration  Statement on Form
                        S-4 (File No. 333-104940) filed May 28, 2003.
                4.2(a) Indenture  dated  August 15, 1996 between the Company and
                        U.S. Trust Company of Texas, N.A.,  governing the 9 5/8%
                        Senior     Subordinated    Notes    issued    thereunder
                        (incorporated   by  reference  to  Exhibit  4.1  to  the
                        Company's  Registration  Statement on Form S-4 (File No.
                        333-11895) filed September 13, 1996).
                        4.2(b) First Supplemental  Indenture dated June 26, 1997
                        between  the Company  and U.S.  Trust  Company of Texas,
                        N.A.  (incorporated  by  reference  to  Exhibit  4.4  to
                        Cinemark,  Inc.'s  Registration  statement  on Form  S-1
                        (File No. 333-88618) filed on May 17, 2002).
                4.2(c) Second  Supplemental  Indenture  dated as of February 11,
                        2003  between  the  Company,  the  Subsidiary  guarantor
                        parties  thereto and The Bank of New York Trust  Company
                        of Florida,  N.A.,  as successor  trustee to U.S.  Trust
                        Company of Texas,  N.A.  (incorporated  by  reference to
                        Exhibit  4.2  (c)  to  Cinemark,   Inc.'s   Registration
                        statement of Form S-1 (File No. 333-104940) filed on May
                        2, 2003).
                4.2(d) Indenture  dated June 26,  1997  between  the Company and
                        U.S. Trust Company of Texas,  N.A.  governing the 9 5/8%
                        Senior     Subordinated    Notes    issued    thereunder
                        (incorporated   by  reference  to  Exhibit  4.1  to  the
                        Company's  Registration  Statement on Form S-4 (File No.
                        333-32959) filed August 6, 1997).
                4.2(e) First  Supplemental  Indenture  dated as of February  11,
                        2003  between the  Company,  the  subsidiary  guarantors
                        party  thereto and The Bank of New York Trust Company of
                        Florida,  N.A.,  as  successor  trustee  to  U.S.  Trust
                        Company of Texas,  N.A.  (incorporated  by  reference to
                        Exhibit 4.2 (d) to the Company's  Registration Statement
                        on Form S-4 (File No. 333-104940) filed May 2, 2003).
                4.2(f) Indenture  dated January 14, 1998 between the Company and
                        U.S. Trust Company of Texas,  N.A.  governing the 8 1/2%
                        Senior     Subordinated    Notes    issued    thereunder
                        (incorporated   by  reference  to  Exhibit  4.1  to  the
                        Company's  Registration  Statement on Form S-4 (File No.
                        333-45417) filed February 2, 1998).
                4.2(g) First  Supplemental  Indenture  dated as of February  11,
                        2003  between the  Company,  the  subsidiary  guarantors
                        party  thereto and The Bank of New York Trust Company of
                        Florida,  N.A.,  as  successor  trustee  to  U.S.  Trust
                        Company of Texas,  N.A.  (incorporated  by  reference to
                        Exhibit 4.2 (g) to the Company's  Registration Statement
                        on Form S-4 (File No. 333-104940) filed May 2, 2003).
                4.2(h) Indenture dated February 11, 2003 between the Company and
                        The Bank of New York  Trust  Company  of  Florida,  N.A.
                        governing  the  9%  Senior   Subordinated  Notes  issued
                        thereunder (incorporated by reference to Exhibit 10.2(b)
                        to the  Company's  Annual  Report on Form 10-K (File No.
                        033-47040) filed March 19, 2003).
                4.2(i) First  Supplemental  Indenture  dated  as of May 7,  2003
                        between the Company,  the  subsidiary  guarantors  party
                        thereto  and  The  Bank of New  York  Trust  Company  of
                        Florida,  N.A.  (incorporated  by  reference  to Exhibit
                        4.2(i) to the Company's  Registration  Statement on Form
                        S-4 (File No. 333-104940) filed May 28, 2003).
                4.2(j) Form of 9 5/8% Note (contained in the Indenture listed as
                        Exhibit  4.2(a)  above)  (incorporated  by  reference to
                        Exhibit 4.1 to the Company's  Registration  Statement on
                        Form S-4 File No. 333-

                                       38

<PAGE>

                        11895) filed September 13, 1996).
                4.2(k) Form of 9 5/8% Note (contained in the Indenture listed as
                        Exhibit  4.2(d)  above)  (incorporated  by  reference to
                        Exhibit 4.1 to the Company's  Registration  Statement on
                        Form S-4 File No. 333-32959) filed August 6, 1997).
                4.2(l) Form of 8 1/2% Note (contained in the Indenture listed as
                        Exhibit  4.2(f)  above)  (incorporated  by  reference to
                        Exhibit 4.1 to the Company's  Registration  Statement on
                        Form S-4 (File No. 333-45417) filed February 2, 1998).
                4.2(m) Form of 9% Note  (contained  in the  Indenture  listed as
                        Exhibit  4.2(h)  above)  (incorporated  by  reference to
                        Exhibit  10.2(b) to the Company's  Annual Report on Form
                        10-K (File 033-47040) filed March 19, 2003).
                *10.1  First Amendment and Waiver,  dated as of August, 15, 2003
                        to the Credit  Agreement  dated as of February  14, 2003
                        among Cinemark Inc.,  CNMK Holdings,  Inc., the Company,
                        the several  lenders from time to time parties  thereto,
                        Lehman  Brothers  Inc.,  as  arranger,  Bank of America,
                        N.A., as syndication agent, Fleet National Bank, General
                        Electric Capital Corporation and The Bank of New York as
                        co-documentation agents.
                *31.1  Certification of Chief Executive Officer of Cinemark USA,
                        Inc. Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                        of 2002.
                *31.2  Certification of Chief Financial Officer of Cinemark USA,
                        Inc. Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                        of 2002.
                *32.1  Certification of the Chief Executive  Officer of Cinemark
                        USA, Inc. Pursuant to Section 906 of the  Sarbanes-Oxley
                        Act of 2002.
                *32.2  Certification of the Chief Financial  Officer of Cinemark
                        USA, Inc. Pursuant to Section 906 of the  Sarbanes-Oxley
                        Act of 2002.

                        *filed herewith.

                                       39

<PAGE>

                                                                    EXHIBIT 10.1

            FIRST  AMENDMENT  AND  WAIVER,  dated as of August  15,  2003  (this
"Amendment"),  to the  CREDIT  AGREEMENT,  dated  as of  February  14,  2003 (as
amended,  supplemented  or otherwise  modified in writing from time to time, the
"Credit Agreement"),  among CiNemark,  inc. (the "Parent"),  cnmk holding,  inc.
("Holdings"),  cinemark usa, inc. (the "Borrower"),  the several banks and other
financial  institutions  or  entities  from time to time  parties  to the Credit
Agreement  (the  "Lenders"),  LEHMAN  BROTHERS  INC.,  as sole lead arranger and
bookrunner,  BANK OF AMERICA,  N.A., as syndication agent, and LEHMAN COMMERCIAL
PAPER INC.,  as  administrative  agent (in such  capacity,  the  "Administrative
Agent").

                              W I T N E S S E T H:

            WHEREAS,  pursuant to the Credit Agreement,  the Lenders have agreed
to make,  and have made,  certain  Loans and other  extensions  of credit to the
Borrower;

            WHEREAS, the Borrower desires to refinance the outstanding principal
balance of the Term Loans made on the Closing  Date (the  "August 2003 Term Loan
Refinancing");

            WHEREAS, the Borrower intends to redeem (the "9 5/8% Redemption") up
to $29,916,000 of its outstanding 9 5/8% Series B Senior  Subordinated Notes due
2008 (the "Series B Senior  Subordinated  Notes") and up to  $12,095,000  of its
outstanding  9 5/8% Series D Senior  Subordinated  Notes due 2008 (the "Series D
Senior  Subordinated  Notes" and, together with the Series B Senior Subordinated
Notes, the "Redeemed 9 5/8% Notes");

            WHEREAS,  in order to finance the August 2003 Term Loan  Refinancing
and the 9 5/8% Redemption,  the Borrower has requested that the Lenders agree to
make certain amendments to the Credit Agreement; and

            WHEREAS, the Lenders have agreed to make such amendments solely upon
the terms and conditions provided for in this Amendment;

            NOW, THEREFORE, the parties hereto agree as follows:

            1.    Defined Terms. Unless otherwise noted herein, terms defined in
the Credit  Agreement  and used herein shall have the meanings  given to them in
the Credit Agreement.

            2.    Amendments  to Section  1.1 of the Credit  Agreement  (Defined
Terms).  (a) Section 1.1 is hereby  amended by adding the  following new defined
terms in the appropriate alphabetical order:

<PAGE>

            "9 5/8% Redemption":  the redemption by the Borrower of the Redeemed
      9 5/8% Notes.

            "August  2003  Term  Loan  Refinancing":   the  refinancing  of  the
      outstanding  principal balance of the Term Loans (as defined in the Credit
      Agreement  in effect prior to the First  Amendment)  on the Tranche C Term
      Loan Effective Date.

            "Extended  Tranche C Term Loan Maturity Date": as defined in Section
      2.24(c).

            "First  Amendment":  the First  Amendment  and  Waiver,  dated as of
      August 15, 2003, to this Agreement.

            "Redeemed 9 5/8 Notes": a collective  reference to up to $29,916,000
      of the Borrower's  outstanding 9 5/8% Series B Senior  Subordinated  Notes
      due 2008 and up to $12,095,000 of the Borrower's outstanding 9 5/8% Series
      D Senior Subordinated Notes due 2008.

            "Tranche C Term Loan": as defined in Section 2.24(a).

            "Tranche C Term Loan Commitment":  as to any Lender,  the obligation
      of such  Lender,  if any,  to make a Tranche  C Term Loan to the  Borrower
      hereunder  in a principal  amount not to exceed the amount set forth under
      the heading "Tranche C Term Loan  Commitment"  opposite such Lender's name
      on Schedule 1 to the Lender Addendum  delivered by such Lender, or, as the
      case may be, in the  Assignment  and  Acceptance  pursuant  to which  such
      Lender became a party hereto, as the same may be changed from time to time
      pursuant to the terms hereof. The original aggregate amount of the Tranche
      C Term Loan Commitments is $165,000,000.

            "Tranche  C Term  Loan  Effective  Date":  the  date  on  which  the
      conditions  precedent set forth in Section 14 of the First Amendment shall
      have been satisfied.

            "Tranche C Term Loan Facility":  the Tranche C Term Loan Commitments
      and the Tranche C Term Loans made thereunder.

            "Tranche C Term Loan Facility  Syndication  Date": the date on which
      the  syndication  of the Tranche C Term Loan Facility is completed and the
      entities  selected  in such  syndication  process  become  parties to this
      Agreement.

            "Tranche C Term Loan Lender":  each Lender which has made or holds a
      Tranche C Term Loan.

            "Tranche  C Term  Loan  Percentage":  as to any  Tranche C Term Loan
      Lender at any time, the percentage which such Lender's Tranche C Term Loan
      Commitment  then  constitutes  of  the  aggregate   Tranche  C  Term  Loan
      Commitments (or, at any time after the Tranche C Term Loan Effective Date,
      the percentage  which the aggregate amount of such Lender's Tranche C Term
      Loans then  outstanding  constitutes of the aggregate  principal amount of
      Tranche C Term Loans then outstanding).

<PAGE>

            (b)   Section 1.1 is further  amended by deleting the defined  terms
"Applicable Margin", "Extended Term Loan Maturity Date", "Term Loan", "Term Loan
Commitment",  "Term Loan Facility" and "Term Loan Lender"  substituting  in lieu
therefor the following new definitions in the appropriate alphabetical order:

            "Applicable Margin": for each Type of Loan under each Facility,  the
      rate per annum set forth opposite such Facility under the relevant  column
      heading below:

                                         Base Rate Loans      Eurodollar Loans

      Tranche C Term Loan Facility            1.50%                2.50%
      Revolving Credit Facility               2.00%                3.00%;

      provided  that,  (i) with respect to the Revolving  Credit  Loans,  on and
      after the  Adjustment  Date for the quarter ended  September 30, 2003, the
      Applicable  Margin  with  respect to the  Revolving  Credit  Loans will be
      determined  pursuant  to the  Pricing  Grid and (ii) with  respect  to the
      Tranche C Term  Loans,  on and after the  Adjustment  Date for the quarter
      ended March 31, 2004, the Applicable  Margin with respect to the Tranche C
      Term Loan Loans will be determined pursuant to the Pricing Grid.

            "Extended Term Loan Maturity Date": the Extended Tranche C Term Loan
      Maturity Date.

            "Term Loan": each Tranche C Term Loan.

            "Term Loan  Commitment":  as to any Lender,  its Tranche C Term Loan
      Commitment.

            "Term Loan  Facility":  the Tranche C Term Loan  Commitments and the
      Tranche C Term Loans made thereunder.

            "Term Loan Lender": each Tranche C Term Loan Lender.

            3.    Amendment  to Section 2.1 of the Credit  Agreement  (Term Loan
Commitments;  Incremental  Loans). (a) Section 2.1(a) of the Credit Agreement is
hereby amended by deleting it in its entirety and  substituting in lieu therefor
the words "[Intentionally Omitted].".

            (b)   Section 2.1(b)(i) of the Credit Agreement is hereby amended by
deleting the amount  $100,000,000  therein and substituting in lieu therefor the
number $60,000,000.

            4.    Amendment to Sections 2.2 (Procedure for Term Loan  Borrowing)
and 2.3 (Repayment of Term Loans) of the Credit Agreement.  Sections 2.2 and 2.3
of the Credit  Agreement are hereby  amended by deleting them in their  entirety
and,  in each case,  substituting  in lieu  therefor  the words  "[Intentionally
Omitted].".

            5.    Amendment to Section 2.6(a) of the Credit Agreement (Repayment
of Loans;  Evidence of Debt).  Section 2.6(a) of the Credit  Agreement is hereby
amended by

<PAGE>

deleting  the  reference  to  "Section  2.3"  therein and  substituting  in lieu
therefor a reference to "Section 2.24".

            6.    Amendment  to Section 2 of the Credit  Agreement  (Amount  and
Terms of the  Commitments).  Section 2 of the Credit Agreement is hereby amended
by adding the following new Section 2.24 in the appropriate numerical order:

                  2.24     Tranche C Term Loan Facility.

            (a)   Tranche C Term  Loans.  Subject  to the  terms and  conditions
      hereof, the Tranche C Term Loan Lenders severally agree to make term loans
      (each, a "Tranche C Term Loan") to the Borrower on the Tranche C Term Loan
      Effective  Date for each  Tranche C Term  Loan  Lender  not to exceed  the
      amount of the Tranche C Term Loan Commitment of such Lender. The Tranche C
      Term Loans may from time to time be  Eurodollar  Loans or Base Rate Loans,
      as determined by the Borrower and notified to the Administrative  Agent in
      accordance with Sections 2.24(b) and 2.11.

            (b)   Procedure  for  Tranche C Term Loan  Borrowing.  The  Borrower
      shall  deliver  to the  Administrative  Agent a  Borrowing  Notice  (which
      Borrowing  Notice must be received  by the  Administrative  Agent prior to
      10:00 A.M.,  New York City time,  at least one  Business  Day prior to the
      anticipated  Tranche  C Term  Loan  Effective  Date)  requesting  that the
      Tranche C Term Loan Lenders make the Tranche C Term Loans on the Tranche C
      Term Loan  Effective  Date. The Tranche C Term Loans made on the Tranche C
      Term Loan  Effective  Date  shall  initially  be Base Rate  Loans,  and no
      Tranche C Term Loan may be  converted  into or  continued  as a Eurodollar
      Loan  having an  Interest  Period in excess of one month prior to the date
      which  is the  earlier  of (i) 60  days  after  the  Tranche  C Term  Loan
      Effective Date and (ii) the Tranche C Term Loan Facility Syndication Date.
      Upon  receipt of such  Borrowing  Notice the  Administrative  Agent  shall
      promptly  notify each Tranche C Term Loan Lender  thereof.  Not later than
      12:00 Noon,  New York City time, on the Tranche C Term Loan Effective Date
      each Tranche C Term Loan Lender shall make available to the Administrative
      Agent at the Funding Office an amount in immediately available funds equal
      to the  Tranche  C Term Loan or  Tranche  C Term  Loans to be made by such
      Lender.  The  Administrative  Agent shall  promptly make  available to the
      Borrower the aggregate of the amounts made available to the Administrative
      Agent by the Tranche C Term Loan Lenders, in like funds as received by the
      Administrative Agent.

            (c)   Repayment of Tranche C Term Loans.  The Tranche C Term Loan of
      each Tranche C Term Loan Lender shall mature in 19  consecutive  quarterly
      installments,  commencing on September 30, 2003, each of which shall be in
      an amount equal to such Lender's Tranche C Term Loan Percentage multiplied
      by the amount set forth below opposite such installment:

<PAGE>

                  Installment                   Principal Amount

                  September 30, 2003                  $412,500
                  December 31, 2003                   $412,500
                  March 31, 2004                      $412,500
                  June 30, 2004                       $412,500
                  September 30, 2004                  $412,500
                  December 31, 2004                   $412,500
                  March 31, 2005                      $412,500
                  June 30, 2005                       $412,500
                  September 30, 2005                  $412,500
                  December 31, 2005                   $412,500
                  March 31, 2006                      $412,500
                  June 30, 2006                       $412,500
                  September 30, 2006                  $412,500
                  December 31, 2006                   $412,500
                  March 31, 2007                      $412,500
                  June 30, 2007                    $39,703,125
                  September 30, 2007               $39,703,125
                  December 31, 2007                $39,703,125
                  March 31, 2008                   $39,703,125

      provided  that, if the Borrower  amends or refinances  its 9 5/8% Series B
      Senior Subordinated Notes due 2008 and 8 1/2% Series B Senior Subordinated
      Notes due 2008, on or prior to May 31, 2007 such that no principal payment
      is due under such  securities  prior to September 30, 2009 and at the time
      of such  amendment  or  refinancing,  no Default  or Event of Default  has
      occurred and is continuing,  then the final maturity date of the Tranche C
      Term  Loans  shall be March 31,  2009 (the  "Extended  Tranche C Term Loan
      Maturity Date") and the amount to be repaid for the period beginning April
      2007  until the  Extended  Tranche C Term Loan  Maturity  Date shall be as
      follows:

                  Installment                   Principal Amount

                  June 30, 2007                       $412,500
                  September 30, 2007                  $412,500
                  December 31, 2007                   $412,500
                  March 31, 2008                      $412,500
                  June 30, 2008                    $39,290,625
                  September 30, 2008               $39,290,625
                  December 31, 2008                $39,290,625
                  March 31, 2009                   $39,290,625

            7.    Amendment to Section 2.10 of the Credit  Agreement  (Mandatory
Prepayments).  Section  2.10  of the  Credit  Agreement  is  hereby  amended  by
inserting the following new paragraph (d) in the appropriate order:

<PAGE>

            (d)   If the 9 5/8%  Redemption of the Redeemed 9 5/8% Notes has not
      occurred  prior to the date which is 45 days after the Tranche C Term Loan
      Effective Date, then, on such 45th day, the Term Loans shall be prepaid by
      an amount  equal to the  excess of  $165,000,000  minus the  amount of the
      Tranche C Term Loans used to finance the August 2003 Term Loan Refinancing
      and to pay related fees and expenses.

            8.    Amendment  to Section 4.1 of the Credit  Agreement  (Financial
Condition).  Section 4.1 of the Credit  Agreement is hereby amended by inserting
the following new paragraph (c) in the appropriate order:

            (c)   The  unaudited  pro forma  consolidated  balance  sheet of the
      Parent and its  consolidated  Subsidiaries  as at June 30, 2003 (including
      the notes  thereto) (the  "Tranche C Term Loan Pro Forma Balance  Sheet"),
      copies of which have heretofore been furnished to each Tranche C Term Loan
      Lender, has been prepared giving effect (as if such events had occurred on
      such  date)  to  (i)  the  consummation  of  the  August  2003  Term  Loan
      Refinancing  and the 9 5/8%  Redemption,  (ii) the Loans to be made on the
      Tranche C Term Loan  Effective  Date and the use of  proceeds  thereof and
      (iii) the payment of fees and expenses in connection  with the  foregoing.
      The Tranche C Term Loan Pro Forma Balance Sheet has been prepared based on
      the best  information  available  to the Parent as of the date of delivery
      thereof, and presents fairly in all material respects on a pro forma basis
      the  estimated  financial  position  of the  Parent  and its  consolidated
      Subsidiaries  as at June 30, 2003,  assuming that the events  specified in
      the preceding sentence had actually occurred at such date.

            9.    Amendment  to  Section  4.16 of the Credit  Agreement  (Use of
Proceeds).  Section 4.16 of the Credit  Agreement is hereby  amended by deleting
the  first  sentence  thereof  and by  adding  to the  end of such  Section  the
following:  "The  proceeds  of the Tranche C Term Loans shall be used to finance
the  August  2003 Term Loan  Refinancing  and the 9 5/8%  Redemption  and to pay
related fees and expenses in connection therewith."

            10.   Amendment to Section 7.9 of the Credit  Agreement  (Limitation
on Optional Payments and Modifications of Debt Instruments).  (a) Section 7.9(a)
of the  Credit  Agreement  is hereby  amended  by  deleting  the words  "(x) the
Borrower may pay,  prepay,  repurchase,  redeem or defease up to  $50,000,000 of
such Senior  Subordinated  Notes at any time and from time to time, and, (y) the
Borrower may also" and  substitute in lieu therefor the words "at any time after
the Tranche C Term Loan Effective Date, the Borrower may".

            (b)   Section  7.9(b) is hereby amended by deleting the reference to
"Section 2.3" therein and  substituting in lieu therefor a reference to "Section
2.24".

            11.   Amendment to Section 10.17 of the Credit  Agreement  (Delivery
of Lender  Addenda).  Section 10.17 of the Credit Agreement is hereby amended by
adding  (a) a  paragraph  lettering  "(a)" in front  of the  existing  paragraph
therein and (b) the following new paragraph (b) at the end thereof:

<PAGE>

                  (b)   Each  Tranche C Term Loan Lender shall become a party to
      this Agreement by delivering to the Administrative Agent a Lender Addendum
      duly executed by such Lender, the Borrower and the Administrative Agent.

            12.   Amendment to Annex A of the Credit  Agreement  (Pricing Grid).
Annex A to the Credit Agreement is hereby amended by deleting it in its entirety
and  substituting  in lieu  therefor,  the  following  new Annex A,  attached as
Exhibit A hereto.

            13.   Waiver to Section 7.9 of the Credit  Agreement  (Limitation on
Optional  Payments  and  Modifications  of Debt  Instruments).  Compliance  with
Section 7.9(a) of the Credit  Agreement is hereby waived to the extent necessary
to permit the 9 5/8% Redemption.

            14.   Conditions to Effectiveness and the Tranche C Term Loans. This
Amendment  shall  become  effective  on the date on which  all of the  following
conditions  precedent  have been  satisfied or waived (the  "Tranche C Term Loan
Effective  Date"),  and the agreement of each Tranche C Term Loan Lender to make
the  Tranche  C Term  Loan  requested  to be made by it is also  subject  to the
satisfaction,  prior to or  concurrently  with the making of such  extension  of
credit,  on the Tranche C Term Loan Effective Date, of the following  conditions
precedent:

            (a)   The Administrative Agent shall have received five counterparts
of this  Amendment  duly executed and delivered by the Parent,  Holdings and the
Borrower.

            (b)   The  Administrative  Agent shall have received executed Lender
Consent Letters,  substantially in the form of Exhibit B hereto ("Lender Consent
Letters"),  from  Lenders  constituting  not less than the  Required  Prepayment
Lenders  (as  defined  in the Credit  Agreement  without  giving  effect to this
Amendment).

            (c)   The Administrative Agent shall have received a Lender Addendum
executed  and  delivered  by each Tranche C Term Loan Lender and accepted by the
Borrower.

            (d)   The  Administrative  Agent  shall have  received  an  executed
Acknowledgment and Consent, in the form of Exhibit C hereto (the "Acknowledgment
and Consent"), from the Guarantors.

            (e)   The Administrative Agent shall have received duly executed and
delivered  amendments  to the  Mortgages  necessary  or desirable to reflect the
addition of the Tranche C Term Loan Facility and the Tranche C Term Loans.

            (f)   The  Administrative  Agent  shall have  received  satisfactory
evidence  that on the  Tranche C Term Loan  Effective  Date the  Borrower,  upon
receipt  of the  proceeds  of the  Tranche C Term Loan,  will issue  irrevocable
notice  redeeming the Redeemed 9 5/8% Notes  pursuant to the terms of the Senior
Subordinated  Note  Indentures  related  to the  Redeemed  9 5/8%  Notes and the
redemption  date of the  Redeemed 9 5/8% Notes set forth in such notice shall be
on or prior to the date that is 40 days after the Tranche C Term Loan  Effective
Date.

            (g)   The  Tranche C Term  Loan  Lenders  shall  have  received  the
Tranche C Term Loan Pro Forma Balance Sheet.

<PAGE>

            (h)   The Administrative Agent shall have received all fees required
to be paid, and all expenses for which invoices have been presented supported by
customary  documentation  (including  reasonable fees,  disbursements  and other
charges  of  counsel  to the  Agents),  on or  before  the  Tranche  C Term Loan
Effective  Date.  All such amounts will be paid with  proceeds of Tranche C Term
Loans made on the Tranche C Term Loan  Effective  Date and will be  reflected in
the funding instructions given by the Borrower to the Administrative Agent on or
before the Tranche C Term Loan Effective Date.

            (i)   On or  before  the  Tranche C Term Loan  Effective  Date,  all
corporate and other  proceedings  taken or to be taken in  connection  with this
Amendment   shall  be   reasonably   satisfactory   in  form  and  substance  to
Administrative  Agent and its counsel, and Administrative Agent and such counsel
shall have received all such  counterpart  originals or certified copies of such
documents as Administrative Agent may reasonably request.

            (j)   The Administrative  Agent shall have received a certificate of
the  Borrower,  dated  the  Tranche  C Term  Loan  Effective  Date,  in form and
substance reasonably satisfactory to the Administrative Agent.

            (k)   The Administrative Agent shall have received the legal opinion
of Akin Gump Strauss Hauer & Feld LLP, counsel to the Loan Parties,  in form and
substance reasonably satisfactory to the Administrative Agent.

            (l)   All material  governmental and third party approvals necessary
in connection with the Tranche C Term Loan Facility,  the continuing  operations
of the Parent,  Holdings,  the Borrower and its Restricted  Subsidiaries and the
transactions  contemplated  hereby shall have been obtained and be in full force
and effect.

            15.   Representations and Warranties. The Borrower hereby represents
and  warrants to  Administrative  Agent and each  Lender that  (before and after
giving effect to this Amendment):

            (a)   Each Loan Party has the corporate power and authority, and the
legal right, to make,  deliver and perform this Amendment and the Acknowledgment
and Consent (the "Amendment  Documents") to which it is a party and, in the case
of the Borrower,  to borrow under the Credit  Agreement as amended hereby.  Each
Loan Party has taken all  necessary  corporate or other action to authorize  the
execution,  delivery and performance of the Amendment Documents to which it is a
party and, in the case of the Borrower, to authorize the borrowings on the terms
and  conditions  of the  Credit  Agreement  as amended  by this  Amendment  (the
"Amended Credit Agreement"). No consent or authorization of, filing with, notice
to or other act by or in respect  of, any  Governmental  Authority  or any other
Person is required in connection  with the Amendment  Documents,  the borrowings
under the Amended  Credit  Agreement or the  execution,  delivery,  performance,
validity or enforceability of this Amendment or the  Acknowledgment and Consent,
except  (i)  consents,  authorizations,  filings  and  notices  which  have been
obtained or made and are in full force and effect and (ii) the filings  referred
to in Section 4.19 of the Credit  Agreement.  Each  Amendment  Document has been
duly  executed  and  delivered  on  behalf of each  Loan  Party  that is a party
thereto.  Each Amendment Document and the Amended Credit Agreement constitutes a
legal, valid and binding obligation of each Loan

<PAGE>

Party  that is a party  thereto,  enforceable  against  each such Loan  Party in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general  equitable  principles
(whether enforcement is sought by proceedings in equity or at law).

            (b)   The  execution,  delivery  and  performance  of the  Amendment
Documents,  the borrowings under the Amended Credit Agreement and the use of the
proceeds  thereof  will  not  violate  any  Requirement  of Law or any  material
Contractual  Obligation  of the  Parent,  Holdings,  the  Borrower or any of its
Restricted  Subsidiaries  and will not result in, or  require,  the  creation or
imposition  of any  Lien  on any of  their  respective  properties  or  revenues
pursuant to any  Requirement of Law or any such  Contractual  Obligation  (other
than the Liens created by the Security Documents).

            (c)   Each of the  representations  and warranties  made by any Loan
Party herein or in or pursuant to the Loan  Documents is true and correct in all
material respects on and as of the Tranche C Term Loan Effective Date as if made
on and as of such date (except that any  representation or warranty which by its
terms is made as of an earlier  date shall be true and  correct in all  material
respects as of such earlier date).

            (d)   The Borrower and the other Loan Parties have  performed in all
material  respects  all  agreements  and  satisfied  all  conditions  which this
Amendment and the other Loan  Documents  provide shall be performed or satisfied
by the  Borrower or the other Loan  Parties on or before the Tranche C Term Loan
Effective Date.

            (e)   After giving  effect to this  Amendment,  the August 2003 Term
Loan Refinancing and the 9 5/8%  Redemption,  no Default or Event of Default has
occurred  and is  continuing,  or  will  result  from  the  consummation  of the
transactions contemplated by this Amendment.

            16.   Payment of Expenses.  The Borrower  agrees to pay or reimburse
the  Administrative  Agent  for all of its  reasonable  out-of-pocket  costs and
expenses  incurred  in  connection  with this  Amendment,  any  other  documents
prepared  in  connection  herewith  and the  transactions  contemplated  hereby,
including,  without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.

            17.   No  Other  Amendments  or  Waivers;  Confirmation.  Except  as
expressly  provided  hereby,  all of the  terms  and  provisions  of the  Credit
Agreement  and the other Loan  Documents  are and shall remain in full force and
effect.  The amendment and waiver  contained herein shall not be construed as an
amendment or waiver of any other provision of the Credit  Agreement or the other
Loan  Documents  or for any purpose  except as  expressly  set forth herein or a
consent to any further or future  action on the part of the Borrower  that would
require the waiver or consent of the Administrative Agent or the Lenders.

            18.   GOVERNING LAW;  Miscellaneous.  (a) THIS  AMENDMENT  SHALL  BE
GOVERNED BY, AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH, THE LAWS OF THE
STATE OF NEW YORK.

<PAGE>

            (b)   On and after the  Tranche C Term  Loan  Effective  Date,  each
reference in the Credit Agreement to "this  Agreement",  "hereunder",  "hereof",
"herein",  or words of like import referring to the Credit  Agreement,  and each
reference in the other Loan Documents to the "Credit  Agreement",  "thereunder",
"thereof",  or words of like import referring to the Credit Agreement shall mean
and be a reference to the Amended Credit Agreement.

            (c)   This  Amendment  may be executed by one or more of the parties
to this  Agreement  on any  number  of  separate  counterparts,  and all of said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.  A set of the  copies  of this  Amendment,  the  Acknowledgment  and
Consent and the Lender Consent Letters signed by all the parties shall be lodged
with the Borrower and the Administrative  Agent. This Amendment may be delivered
by facsimile transmission of the relevant signature pages hereof.

            (d)   The execution and delivery of the Lender Consent Letter by any
Lender  shall be binding  upon each of its  successors  and  assigns  (including
assignees of its Loans in whole or in part prior to effectiveness hereof).

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their  respective  proper and duly  authorized
officers as of the day and year first above written.

                                     CINEMARK, INC.

                                     By: /s/Michael Cavalier
                                         Name: Michael Cavalier
                                         Title: Secretary

                                     CNMK HOLDING, INC.

                                     By: /s/Michael Cavalier
                                         Name: Michael Cavalier
                                         Title: Vice President

                                     CINEMARK USA, INC.

                                     By: /s/Robert Copple
                                         Name: Robert Copple
                                         Title: Senior Vice President-CFO

                                     BANK OF AMERICA, N.A., as Syndication Agent

                                     By: /s/ Michael Pavell
                                         Name: Michael Pavell
                                         Title: Principal

                                     LEHMAN COMMERCIAL PAPER INC., as
                                     Administrative Agent

                                     By: /s/G. Robert Berzins
                                     Name: G. Robert Berzins
                                     Title: Vice President

<PAGE>

                                                                    EXHIBIT 31.1
                                CEO CERTIFICATION
                         PURSUANT TO SECTION 302 OF THE
                          SARBANES - OXLEY ACT OF 2002

        I, Lee Roy Mitchell, certify that:

        1. I have reviewed this  quarterly  report on Form 10-Q of Cinemark USA,
        Inc.;

        2. Based on my  knowledge,  this  quarterly  report does not contain any
        untrue  statement  of a material  fact or omit to state a material  fact
        necessary to make the  statements  made,  in light of the  circumstances
        under which such  statements  were made, not misleading  with respect to
        the period covered by this quarterly report;

        3. Based on my knowledge, the financial statements,  and other financial
        information  included in this  quarterly  report,  fairly present in all
        material  respects the financial  condition,  results of operations  and
        cash flows of the  registrant  as of, and for, the periods  presented in
        this quarterly report;

        4. The registrant's  other certifying  officer and I are responsible for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined  in  Exchange  Act  Rules  13a-15  (e) and  15d-15  (e)) for the
        registrant and have:

                a) designed such disclosure  controls and procedures,  or caused
                    such disclosure controls and procedures to be designed under
                    our  supervision,   to  ensure  that  material   information
                    relating  to  the  registrant,  including  its  consolidated
                    subsidiaries,  is made  known to us by others  within  those
                    entities,  particularly  during  the  period  in which  this
                    quarterly report is being prepared;

                b) evaluated the  effectiveness of the  registrant's  disclosure
                    controls and  procedures  and  presented  in this  quarterly
                    report  our  conclusions  about  the  effectiveness  of  the
                    disclosure  controls  and  procedures,  as of the end of the
                    period  covered  by  this  quarterly  report  based  on such
                    evaluation; and

                c) disclosed   in  this  quarterly  report  any  change  in  the
                    registrant's  internal control over financial reporting that
                    occurred during the registrant's  most recent fiscal quarter
                    (the  registrant's  fourth fiscal  quarter in the case of an
                    annual   report)  that  has  materially   affected,   or  is
                    reasonably  likely to materially  affect,  the  registrant's
                    internal control over financial reporting; and

        5. The registrant's other certifying officer and I have disclosed, based
        on our  most  recent  evaluation  of  internal  control  over  financial
        reporting,  to the  registrant's  auditors  and the audit  committee  of
        registrant's  board of directors (or persons  performing  the equivalent
        functions):

                a) all significant  deficiencies and material  weaknesses in the
                    design or  operation  of  internal  control  over  financial
                    reporting  which are reasonably  likely to adversely  affect
                    the registrant's ability to record,  process,  summarize and
                    report financial information; and

                b) any fraud, whether or not material,  that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal control over financial reporting.

        Date: November 14, 2003


CINEMARK USA, INC.


By: /s/ Lee Roy Mitchell
    Lee Roy Mitchell
    Chief Executive Officer

<PAGE>

                                                                    EXHIBIT 31.2
                                CFO CERTIFICATION
                         PURSUANT TO SECTION 302 OF THE
                          SARBANES - OXLEY ACT OF 2002

        I, Robert Copple, certify that:

        1. I have reviewed this  quarterly  report on Form 10-Q of Cinemark USA,
        Inc.;

        2. Based on my  knowledge,  this  quarterly  report does not contain any
        untrue  statement  of a material  fact or omit to state a material  fact
        necessary to make the  statements  made,  in light of the  circumstances
        under which such  statements  were made, not misleading  with respect to
        the period covered by this quarterly report;

        3. Based on my knowledge, the financial statements,  and other financial
        information  included in this  quarterly  report,  fairly present in all
        material  respects the financial  condition,  results of operations  and
        cash flows of the  registrant  as of, and for, the periods  presented in
        this quarterly report;

        4. The registrant's  other certifying  officer and I are responsible for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined  in  Exchange  Act  Rules  13a-15  (e) and  15d-15  (e)) for the
        registrant and have:

                a) designed such disclosure  controls and procedures,  or caused
                    such disclosure controls and procedures to be designed under
                    our  supervision,   to  ensure  that  material   information
                    relating  to  the  registrant,  including  its  consolidated
                    subsidiaries,  is made  known to us by others  within  those
                    entities,  particularly  during  the  period  in which  this
                    quarterly report is being prepared;

                b) evaluated the  effectiveness of the  registrant's  disclosure
                    controls and  procedures  and  presented  in this  quarterly
                    report  our  conclusions  about  the  effectiveness  of  the
                    disclosure  controls  and  procedures,  as of the end of the
                    period  covered  by  this  quarterly  report  based  on such
                    evaluation; and

                c) disclosed  in  this  quarterly   report  any  change  in  the
                    registrant's  internal control over financial reporting that
                    occurred during the registrant's  most recent fiscal quarter
                    (the  registrant's  fourth fiscal  quarter in the case of an
                    annual   report)  that  has  materially   affected,   or  is
                    reasonably  likely to materially  affect,  the  registrant's
                    internal control over financial reporting; and

        5. The registrant's other certifying officer and I have disclosed, based
        on our  most  recent  evaluation  of  internal  control  over  financial
        reporting,  to the  registrant's  auditors  and the audit  committee  of
        registrant's  board of directors (or persons  performing  the equivalent
        functions):

                a) all significant  deficiencies and material  weaknesses in the
                    design or  operation  of  internal  control  over  financial
                    reporting  which are reasonably  likely to adversely  affect
                    the registrant's ability to record,  process,  summarize and
                    report financial information; and

                b) any fraud, whether or not material,  that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal control over financial reporting.

        Date: November 14, 2003


CINEMARK USA, INC.


By: /s/ Robert Copple
    Robert Copple
    Chief Financial Officer

<PAGE>

                                                                    EXHIBIT 32.1
                               CEO CERTIFICATION
                         PURSUANT TO SECTION 906 OF THE
                          SARBANES - OXLEY ACT OF 2002

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 and accompanies the quarterly  report on Form 10-Q (the "Form 10-Q") for
the quarter ended September 30, 2003 of Cinemark USA, Inc. (the "Issuer").

I, Lee Roy Mitchell,  the Chief Executive  Officer of Issuer certify that to the
best of my knowledge:

        (i)     the Form 10-Q fully  complies with the  requirements  of section
                13(a) or section  15(d) of the  Securities  Exchange Act of 1934
                (15 U.S.C. 78m(a) or 78o(d)); and

        (ii)    the information  contained in the Form 10-Q fairly presents,  in
                all material  respects,  the financial  condition and results of
                operations of the Issuer.


Dated: November 14, 2003

       /s/ Lee Roy Mitchell
       Lee Roy Mitchell
       Chief Executive Officer


Subscribed and sworn to before me this 14th day of November 2003.


       /s/ Carol Waldman
Name:  Carol Waldman
Title: Notary Public

My commission expires: 06/07/04

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

<PAGE>

                                                                    EXHIBIT 32.2
                               CFO CERTIFICATION
                         PURSUANT TO SECTION 906 OF THE
                          SARBANES - OXLEY ACT OF 2002

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 and accompanies the quarterly  report on Form 10-Q (the "Form 10-Q") for
the quarter ended September 30, 2003 of Cinemark USA, Inc. (the "Issuer").

I, Robert Copple, the Chief Financial Officer of Issuer certify that to the best
of my knowledge:

        (i)     the Form 10-Q fully  complies with the  requirements  of section
                13(a) or section  15(d) of the  Securities  Exchange Act of 1934
                (15 U.S.C. 78m(a) or 78o(d)); and

        (ii)    the information  contained in the Form 10-Q fairly presents,  in
                all material  respects,  the financial  condition and results of
                operations of the Issuer.


Dated: November 14, 2003

       /s/ Robert Copple
       Robert Copple
       Chief Financial Officer


Subscribed and sworn to before me this 14th day of November 2003.


       /s/ Carol Waldman
Name:  Carol Waldman
Title: Notary Public

My commission expires: 06/07/04

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.