SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002


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



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

                        Texas                             75-2206284
            (State or other jurisdiction               (I.R.S. Employer
          of incorporation or organization)           Identification No.)

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

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




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

                                 Yes X No ____








        As of May 15,  2002,  1,500  shares of Class A Common  Stock and 185,657
shares of Class B Common Stock  (including  3,009 shares of Class B Common Stock
exercisable within 60 days of such date) were outstanding.


<PAGE>


                       CINEMARK USA, INC. AND SUBSIDIARIES

                                      Index

                                                                            Page
                                                                            ----
PART I         FINANCIAL INFORMATION

      Item 1.  Financial Statements

               Condensed Consolidated Balance Sheets
                   as of March 31, 2002 (unaudited)
                   and December 31, 2001                                     3

               Condensed Consolidated Statements of Operations
                   (unaudited) for the three month periods
                   ended March 31, 2002 and 2001                             4

               Condensed Consolidated Statements of Cash
                   Flows (unaudited) for the three month
                   periods ended March 31, 2002 and 2001                     5

               Notes to Condensed Consolidated Financial
                   Statements (unaudited)                                    6

      Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of
                   Operations                                                12

      Item 3.  Quantitative and Qualitative Disclosures
                   About Market Risk                                         20


PART II        OTHER INFORMATION

      Item 1.  Legal Proceedings                                             22

      Item 2.  Changes in Securities and Use of Proceeds                     22

      Item 3.  Defaults Upon Senior Securities                               22

      Item 4.  Submission of Matters to a Vote of Security Holders           22

      Item 5.  Other Information                                             22

      Item 6.  Exhibits and Reports on Form 8-K                              22


SIGNATURES                                                                   26


                                        2


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

                       CINEMARK USA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                   March 31,           December 31,
                                                                                      2002                 2001
                                                                                  (Unaudited)
                                                                                ------------------------------------
<S>                                                                             <C>                  <C>
                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                                    $   59,437,502       $   50,199,223
   Inventories                                                                       3,433,246            3,322,032
   Co-op advertising and other receivables                                          10,886,318           11,049,648
   Income tax receivable                                                             7,890,977            1,438,794
   Prepaid expenses and other                                                        3,224,980            3,246,829
                                                                                ------------------------------------
      Total current assets                                                          84,873,023           69,256,526

THEATRE PROPERTIES AND EQUIPMENT                                                 1,196,315,287        1,201,334,337
   Less accumulated depreciation and amortization                                 (349,849,591)        (334,927,920)
                                                                                ------------------------------------
      Theatre properties and equipment - net                                       846,465,696          866,406,417

OTHER ASSETS
   Goodwill - net                                                                   11,240,945           15,124,954
   Investments in and advances to affiliates                                         3,210,382            4,447,003
   Deferred tax asset                                                                      -              3,716,206
   Deferred charges and other - net                                                 32,239,269           37,592,644
                                                                                ------------------------------------
      Total other assets                                                            46,690,596           60,880,807
                                                                                ------------------------------------

TOTAL                                                                           $  978,029,315       $  996,543,750
                                                                                ====================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Current portion of long-term debt                                            $   59,126,699       $   21,853,742
   Accounts payable and accrued expenses                                            92,064,347          117,501,526
                                                                                ------------------------------------
      Total current liabilities                                                    151,191,046          139,355,268

LONG-TERM LIABILITIES
   Senior credit agreements                                                        344,244,081          378,914,750
   Senior subordinated notes                                                       380,180,547          380,187,674
   Deferred lease expenses                                                          23,286,590           22,832,388
   Deferred gain on sale leasebacks                                                  4,647,060            4,738,540
   Deferred income taxes                                                             6,700,171                  -
   Deferred revenues and other long-term liabilities                                 8,877,575            9,824,212
                                                                                ------------------------------------
      Total long-term liabilities                                                  767,936,024          796,497,564

MINORITY INTERESTS IN SUBSIDIARIES                                                  36,442,960           35,353,662

SHAREHOLDERS' EQUITY
   Class A Common Stock, $.01 par value: 10,000,000 shares
      authorized, 1,500 shares issued and outstanding                                       15                   15
   Class B Common Stock, no par value: 1,000,000 shares
      authorized, 239,893 shares issued and outstanding                             49,543,427           49,543,427
   Additional paid-in-capital                                                       11,759,484           11,759,484
   Unearned compensation - stock options                                              (777,410)            (887,779)
   Retained earnings                                                                51,638,473           44,696,299
   Treasury stock, 57,245 Class B shares at cost                                   (24,232,890)         (24,232,890)
   Accumulated other comprehensive loss                                            (65,471,814)         (55,541,300)
                                                                                ------------------------------------
      Total shareholders' equity                                                    22,459,285           25,337,256
                                                                                ------------------------------------

TOTAL                                                                           $  978,029,315       $  996,543,750
                                                                                ====================================
</TABLE>

See Notes to Condensed Consolidated Financial Statements


                                        3


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

                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                      2002                 2001
                                                                                ------------------------------------

<S>                                                                             <C>                  <C>
REVENUES
   Admissions                                                                   $  146,411,564       $  127,838,738
   Concession                                                                       69,286,218           57,843,747
   Other                                                                            11,004,324           10,387,587
                                                                                ------------------------------------
         Total                                                                     226,702,106          196,070,072

COSTS AND EXPENSES
   Cost of operations:
      Film rentals and advertising                                                  74,962,492           65,308,423
      Concession supplies                                                           11,981,820           10,272,880
      Salaries and wages                                                            22,550,434           21,478,604
      Facility leases                                                               29,149,610           28,791,406
      Utilities and other                                                           28,607,876           26,687,718
                                                                                ------------------------------------
         Total cost of operations                                                  167,252,232          152,539,031

   General and administrative expenses                                              10,476,106            9,842,940
   Depreciation and amortization                                                    17,166,781           16,608,564
   Asset impairment loss                                                               558,398              450,000
   Loss on sale of assets and other                                                    539,192              110,914
                                                                                ------------------------------------
         Total                                                                     195,992,709          179,551,449

OPERATING INCOME                                                                    30,709,397           16,518,623

OTHER INCOME (EXPENSE)
   Interest expense                                                                (14,740,312)         (19,262,230)
   Amortization of debt issue cost and debt discount                                  (634,795)            (643,128)
   Interest income                                                                     483,339              369,644
   Foreign currency exchange loss                                                     (220,997)          (1,152,129)
   Equity in income (loss) of affiliates                                               116,741              (37,678)
   Minority interests in (income) loss of subsidiaries                                (876,471)             119,890
                                                                                ------------------------------------
         Total                                                                     (15,872,495)         (20,605,631)
                                                                                ------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES AND
   CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE                                        14,836,902           (4,087,008)

Income taxes (benefit)                                                               4,504,949           (1,424,490)
                                                                                ------------------------------------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT
   OF AN ACCOUNTING CHANGE                                                          10,331,953           (2,662,518)

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

NET INCOME (LOSS)                                                               $    6,942,174       $   (2,662,518)
                                                                                ====================================

EARNINGS (LOSS) PER SHARE:
   Basic:
      Income (loss) before accounting change                                    $        56.11       $       (14.87)
      Cumulative effect of an accounting change                                         (18.41)                  -
                                                                                ------------------------------------
      Net income (loss)                                                         $        37.70       $       (14.87)
                                                                                ====================================

   Diluted:
      Income (loss) before accounting change                                    $        55.61       $       (14.87)
      Cumulative effect of an accounting change                                         (18.24)                  -
                                                                                ------------------------------------
      Net income (loss)                                                         $        37.37       $       (14.87)
                                                                                ====================================
</TABLE>

See Notes to Condensed Consolidated Financial Statements


                                        4


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

                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                      2002                 2001
                                                                                ------------------------------------
<S>                                                                             <C>                  <C>
OPERATING ACTIVITIES
   Net income (loss)                                                            $   6,942,174        $   (2,662,518)

   Noncash items in net income (loss):
      Depreciation                                                                 16,957,553            15,918,706
      Amortization of goodwill and other assets                                       209,228               689,858
      Amortization of foreign advanced rents                                          497,963               690,048
      Amortized compensation - stock options                                          110,369               206,860
      Amortization of gain on sale leasebacks                                         (91,480)              (91,481)
      Amortization of debt discount and premium                                        (7,127)               (7,127)
      Loss on impairment of assets                                                    558,398               450,000
      Loss on sale of assets and other                                                539,192               110,914
      Deferred lease expenses                                                         454,202               554,281
      Deferred income tax expenses                                                 10,416,377            (2,139,418)
      Equity in (income) loss of affiliates                                          (116,741)               37,678
      Minority interests in income (loss) of subsidiaries                             876,471              (119,890)
      Cumulative effect of an accounting change                                     3,389,779                   -

   Cash provided by (used for) operating working capital:
      Inventories                                                                    (111,214)              287,591
      Co-op advertising and other receivables                                         163,330            (1,988,336)
      Prepaid expenses and other                                                       21,849               134,048
      Accounts payable and accrued expenses                                       (26,383,816)          (37,280,920)
      Income tax receivable/payable                                                (6,452,183)             (223,595)
                                                                                ------------------------------------

         Net cash provided by (used for) operating activities                       7,974,324           (25,433,301)

INVESTING ACTIVITIES
   Additions to theatre properties and equipment                                   (8,656,770)           (6,604,114)
   Sale of theatre properties and equipment                                         1,504,441             3,159,517
   Decrease in investments in and advances to affiliates                            1,353,362               405,539
   Decrease in deferred charges and other                                           4,582,016             3,600,899
                                                                                ------------------------------------

      Net cash provided by (used for) investing activities                         (1,216,951)              561,841

FINANCING ACTIVITIES
   Increase in long-term debt                                                      17,772,828            34,192,808
   Decrease in long-term debt                                                     (15,170,540)           (2,220,484)
   Minority investment in subsidiaries, net                                           212,827            (1,867,169)
                                                                                ------------------------------------

      Net cash provided by financing activities                                     2,815,115            30,105,155

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
   CASH EQUIVALENTS                                                                  (334,209)             (151,653)
                                                                                ------------------------------------

INCREASE IN CASH AND CASH EQUIVALENTS                                               9,238,279             5,082,042

CASH AND CASH EQUIVALENTS:
   Beginning of period                                                             50,199,223            19,839,994
                                                                                ------------------------------------
   End of period                                                                $  59,437,502        $   24,922,036
                                                                                ====================================
</TABLE>

See Notes to Condensed Consolidated Financial Statements


                                       5


<PAGE>


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

1.  The Company and Basis of Presentation

        Cinemark  USA,  Inc. and its  subsidiaries  (the  "Company")  is a world
leader in the motion picture exhibition industry and owns or leases and operates
motion picture theatres in 33 states, Canada, Mexico, Argentina,  Brazil, Chile,
Ecuador,  Peru, Honduras, El Salvador,  Nicaragua,  Costa Rica, Colombia and the
United Kingdom.  The Company  operates 3,014 screens in 278 theatres and manages
an additional 7 theatres (58 screens) at March 31, 2002.

        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 (which,  except for the cumulative
effect of an  accounting  change,  include  only normal  recurring  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. The results of these subsidiaries and
affiliates  are  included  in the  financial  statements  effective  with  their
formation or from their dates of acquisition.  Significant intercompany balances
and transactions are eliminated in the consolidation.  Certain reclassifications
have been made to March 31, 2001 and December 31, 2001 amounts to conform to the
March 31, 2002 presentation.

        These  financial  statements  should  be read in  conjunction  with  the
audited  annual  financial  statements  and the notes thereto for the year ended
December  31, 2001,  included in the Annual  Report filed March 27, 2002 on Form
10-K by the Company under the Securities Exchange Act of 1934. Operating results
for the three month period ended March 31, 2002 are not  necessarily  indicative
of the results to be achieved for the full year.

2.  Earnings (Loss) Per Share

        Earnings (loss) 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
(loss) per share.

<TABLE>
<CAPTION>
                                                                                                      Three Months Ended
                                                                                                           March 31,
                                                                                                           ---------
                                                                                                     2002             2001
                                                                                                     ----             ----
<S>                                                                                              <C>              <C>
        Income (loss) before cumulative effect of an accounting change                           $10,331,953      $(2,662,518)
                                                                                                 ===========      ============

        Basic:
        Weighted average Common shares outstanding                                                   184,148           179,037
                                                                                                 ===========      ============

        Income (loss) before cumulative effect of an accounting change per Common share               $56.11          $(14.87)
                                                                                                 ===========      ============
        Diluted:
        Weighted average Common shares outstanding                                                   184,148           179,037
        Common equivalent shares for stock options                                                     1,651               -
                                                                                                 -----------      ------------
        Weighted average Common and Common equivalent shares outstanding                             185,799           179,037
                                                                                                 ===========      ============

        Income (loss) before cumulative effect of an accounting change per Common and
           Common equivalent share                                                                    $55.61          $(14.87)
                                                                                                 ===========      ============
</TABLE>


                                        6


<PAGE>


        Basic income  (loss) per share is computed by dividing the income (loss)
by the  weighted  average  number  of  shares  of  Common  Stock of all  classes
outstanding  during the period.  Diluted  income (loss) per share is computed by
dividing the income  (loss) by the weighted  average  number of shares of Common
Stock and potential  Common Stock  outstanding  using the treasury stock method.
The dilutive effect of the options to purchase Common Stock is excluded from the
computation of diluted income (loss) per share if their effect is  antidilutive.
At March 31, 2001,  11,753  options to purchase  Common Stock have been excluded
from the diluted income (loss) per share  calculation as their effect would have
been antidilutive.

3.  Comprehensive Income (Loss)

        Statement of Financial  Accounting  Standards (SFAS) No. 130 establishes
standards  for  reporting  and display of  comprehensive  income  (loss) and its
components in the financial  statements.  The following components are reflected
in the Company's comprehensive income (loss):

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                  March 31,
                                                                  ---------
                                                           2002              2001
                                                           ----              ----
<S>                                                    <C>               <C>
        Net income (loss)                              $ 6,942,174       $(2,662,518)
        Foreign currency translation adjustment         (9,930,514)       (3,063,383)
                                                       ------------      ------------
        Comprehensive loss                             $(2,988,340)      $(5,725,901)
                                                       ============      ============
</TABLE>

4.  Foreign Currency Translation

        The accumulated  other  comprehensive  loss in  shareholders'  equity of
$65,471,814   and   $55,541,300  at  March  31,  2002  and  December  31,  2001,
respectively,  primarily relates to the unrealized  adjustments from translating
the financial  statements of Cinemark Argentina,  S.A.,  Cinemark Brasil,  S.A.,
Cinemark Chile, S.A. and Cinemark de Mexico, S.A. de C.V. into U.S. dollars.

        During the majority of 2001, the country of Argentina  utilized the peso
as its  functional  currency  with it  pegged  at a rate of 1.0 peso to the U.S.
dollar.  As a result of  economic  turmoil  which began in  December  2001,  the
Argentine  government  announced several restrictions on currency conversions in
early  January  2002  as part of a  "Public  Emergency  Bill  and  Amendment  of
Convertibility Law"  ("Convertibility  Law"). The Convertibility Law set forth a
dual  exchange  rate  system  with  a  "commercial  rate"  and a  "market  rate"
established.  The  commercial  rate of 1.4  pesos to the U.S.  dollar  was to be
utilized to settle all exports and certain  essential  imports.  The market rate
traded for the first time on January  11, 2002 and closed at a rate of 1.7 pesos
to the U.S. dollar. As a result, the effect of translating the December 31, 2001
peso balances for assets and  liabilities  into U.S.  dollars at the first known
free-floating  market rate as of January 11, 2002 (1.7 pesos to the U.S. dollar)
was reflected as a cumulative  foreign  currency  translation  adjustment to the
accumulated  other  comprehensive  loss account as a reduction of  shareholders'
equity in the amount of $19.1  million at December 31, 2001.  Income and expense
accounts from January through  November 2001 were converted into U.S. dollars at
the exchange rate of 1.0 peso to the U.S. dollar and income and expense accounts
in December 2001 were  converted  into U.S.  dollars at the exchange rate of 1.7
pesos to the U.S. dollar. On January 14, 2002, the Argentine  government unified
the  commercial  rate and the  market  rate  into  one  floating  rate  which is
presently in use. At March 31, 2002, the floating rate was 3.0 pesos to the U.S.
dollar. As a result,  the effect of translating the March 31, 2002 peso balances
for assets  and  liabilities  into U.S.  dollars is  reflected  as a  cumulative
foreign currency  translation  adjustment to the accumulated other comprehensive
loss account as an additional reduction of shareholders' equity in the amount of
$11.1  million at March 31,  2002.  Income and  expense  accounts  from  January
through March 2002 were  converted into U.S.  dollars at the prevailing  average
floating rate for each of those three months.

        In  2001  and  2002,  all  foreign   countries  where  the  Company  has
operations,  including Argentina, were deemed non-highly inflationary. Thus, any
fluctuation  in the  currency  results in the  Company  recording  a  cumulative
foreign currency  translation  adjustment to the accumulated other comprehensive
loss account as an increase or reduction to shareholders' equity.


                                        7


<PAGE>


5.  Supplemental Cash Flow Information

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

<TABLE>
<CAPTION>
                                                Three Months Ended
                                                     March 31,
                                                     ---------
                                               2002             2001
                                               ----             ----
<S>                                        <C>              <C>
        Cash paid for interest             $23,270,639      $28,295,479
        Cash paid for income taxes             764,884          796,030
</TABLE>

6.  Financial Information About Geographic Areas

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

<TABLE>
<CAPTION>
                                              Three Months Ended
                                                   March 31,
                                                   ---------
        Revenues                            2002              2001
        --------                            ----              ----
<S>                                    <C>               <C>
        U.S. and Canada                $169,061,159      $143,422,703
        Mexico                           22,051,762        16,750,662
        Brazil                           19,328,049        17,550,195
        Other foreign countries          16,547,126        18,560,844
        Eliminations                       (285,990)         (214,332)
                                       -------------     -------------
        Total                          $226,702,106      $196,070,072
                                       =============     =============
</TABLE>

        Long-lived  assets in the United States and Canada,  Mexico,  Brazil and
other foreign countries as of March 31 are as follows:

<TABLE>
<CAPTION>
                                                  March 31,
                                                  ---------
        Long-Lived Assets                  2002              2001
        -----------------                  ----              ----
<S>                                    <C>               <C>
        U.S. and Canada                $656,610,712      $723,090,096
        Mexico                           77,439,104        70,836,242
        Brazil                           63,085,245        62,468,150
        Other foreign countries          49,330,635        77,793,479
                                       ------------      ------------
        Total                          $846,465,696      $934,187,967
                                       ============      ============
</TABLE>

7.  Accounting for Derivative Instruments and Hedging Activities

        The Company's condensed consolidated balance sheets as of March 31, 2002
and  December 31, 2001 include an interest  rate cap  agreement  recorded at its
fair value of $0.9 million and $1.1 million, respectively. This derivative asset
is  recorded  as a component  of  deferred  charges  and other on the  Company's
condensed  consolidated  balance sheets. For the three month periods ended March
31, 2002 and 2001, a loss of $0.2 million and $0.7  million,  respectively,  has
been recorded as a component of interest  expense in the condensed  consolidated
statements  of  operations  to  recognize  the decrease in the fair value of the
derivative asset.


                                        8


<PAGE>


8.  Accounting for Amortization of Goodwill and Other Intangible Assets

        On  January  1,  2002,  the  Company  adopted   Statement  of  Financial
Accounting  Standards (SFAS) No. 142,  "Goodwill and Other  Intangible  Assets".
This  statement   requires  that  goodwill  and  other  intangible  assets  with
indefinite  useful  lives no longer be  amortized,  but  instead  be tested  for
impairment at least annually.

        The Company's goodwill at December 31, 2001 was as follows:

<TABLE>
<CAPTION>
                                    Gross Carrying      Accumulated       Net Goodwill
              Goodwill                  Amount          Amortization         Amount
              --------                  ------          ------------         ------
<S>                                    <C>              <C>               <C>
        U.S. operations                $ 9,313,165      $(4,004,427)       $ 5,308,738
        Argentina operations             5,162,418         (893,308)         4,269,110
        Chile operations                 3,663,883         (732,777)         2,931,106
        Peru operations                  3,270,000         (654,000)         2,616,000
                                       -----------      ------------       -----------
                                       $21,409,466      $(6,284,512)       $15,124,954
                                       ===========      ============       ===========
</TABLE>

        The adoption of this accounting  pronouncement resulted in the aggregate
write  down of  goodwill  to fair  value as a  cumulative  effect of a change in
accounting principle on January 1, 2002 as follows:

        U.S. operations             $    27,226
        Argentina operations          3,298,385
                                    -----------
                                     $3,325,611
                                    ===========

        The Company has  recorded an  additional  impairment  of goodwill in the
amount of $558,398 in the three month period ended March 31, 2002 (recorded as a
component of asset  impairment loss in the condensed  consolidated  statement of
operations).  The  additional  impairment  of  goodwill  relates  to  a  further
write-down of goodwill to fair value  associated  with the  Company's  Argentina
operations which continue to be impacted by the economic turmoil in the country.
Fair value for this goodwill reporting unit was estimated based on a multiple of
estimated  cash  flows  for  each of the  individual  Argentina  properties.  No
additional goodwill was acquired in the three month period ended March 31, 2002.

        The Company's other intangible  assets (included in deferred charges and
other on the Company's  condensed  consolidated  balance  sheet) at December 31,
2001 were as follows:

<TABLE>
<CAPTION>
                                          Gross Carrying      Accumulated       Net Intangible
          Other Intangible Assets             Amount          Amortization       Asset Amount
          -----------------------             ------          ------------       ------------
<S>                                           <C>               <C>                 <C>
        Capitalized licensing fees            $9,000,000        $(566,666)          $8,433,334
        Trademarks                               147,919          (83,751)              64,168
        Non-compete fee                           72,403          (64,876)               7,527
        Other intangible assets                   40,406          (24,243)              16,163
                                              ----------        ----------          ----------
                                              $9,260,728        $(739,536)          $8,521,192
                                              ==========        ==========          ==========
</TABLE>


        The adoption of this accounting  pronouncement resulted in the aggregate
write down of other intangible assets with indefinite useful lives to fair value
as a cumulative effect of a change in accounting principle on January 1, 2002 as
follows:

        Trademarks         $64,168
                           -------
                           $64,168
                           =======

        The  Company's  other  intangible  assets have  indefinite  useful lives
remaining  but were not written down on January 1, 2002 since they are presently
recorded at or below their fair value. The Company's  capitalized licensing fees
have a definite  useful life and thus are  continuing  to be amortized  over the
remaining  useful life  period.  The  Company's  non-compete  fee has a definite
useful life and thus is  continuing to be amortized  over the  remaining  useful
life period.


                                        9


<PAGE>


        The Company's other intangible assets at March 31, 2002 are as follows:

<TABLE>
<CAPTION>
                                              Gross Carrying      Accumulated       Net Intangible
        Other Intangible Assets                   Amount          Amortization       Asset Amount
        -----------------------                   ------          ------------       ------------
<S>                                               <C>               <C>                 <C>
        Amortized Intangible Assets:
        Capitalized licensing fees                $9,000,000        $(691,666)          $8,308,334
        Non-compete fee                               72,403          (68,103)               4,300
                                                  ----------        ----------          ----------
                                                  $9,072,403        $(759,769)          $8,312,634
                                                  ==========        ==========          ==========

        Unamortized Intangible Assets:
        Trademarks                                  $147,919        $(147,919)             $     -
        Other intangible assets                       40,406          (24,243)              16,163
                                                    --------        ----------             -------
                                                    $188,325        $(172,162)             $16,163
                                                    ========        ==========             =======

        Aggregate Amortization Expense:
        For the three month period ended March 31, 2002              $209,228
                                                                     ========
</TABLE>

        Aggregate  amortization  expense for the three month  period ended March
31, 2002 consists of $128,227 of  amortization  of other  intangible  assets and
$81,001 of  amortization of other assets (both of which are included in deferred
charges and other on the Company's condensed consolidated balance sheet).

        Estimated Amortization Expense:
        For the year ended December 31, 2002        $507,527
        For the year ended December 31, 2003         500,000
        For the year ended December 31, 2004         500,000
        For the year ended December 31, 2005         500,000
        For the year ended December 31, 2006         500,000

        The Company's  non-compete  fee will be fully  amortized by December 31,
2002.

        The impact on net income (loss) and earnings (loss) per share related to
the adoption of this accounting pronouncement is as follows:

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                             March 31,
                                                                             ---------
                                                                       2002             2001
                                                                       ----             ----
<S>                                                                <C>              <C>
        Reported net income (loss)                                 $ 6,942,174      $(2,662,518)
        Add back: Cumulative effect of an accounting change          3,389,779                -
        Add back: Goodwill amortization                                      -          359,046
        Add back: Other intangible asset amortization                        -            8,382
                                                                   -----------      ------------
        Adjusted net income (loss)                                 $10,331,953      $(2,295,090)
                                                                   ===========      ============

        Basic earnings (loss) per share:
        Reported net income (loss)                                      $37.70          $(14.87)
        Add back: Cumulative effect of an accounting change              18.41                -
        Add back: Goodwill amortization                                      -             2.01
        Add back: Other intangible asset amortization                        -              .04
                                                                        ------          --------
        Adjusted net income (loss)                                      $56.11          $(12.82)
                                                                        ======          ========

        Diluted earnings (loss) per share:
        Reported net income (loss)                                      $37.37          $(14.87)
        Add back: Cumulative effect of an accounting change              18.24                -
        Add back: Goodwill amortization                                      -             2.01
        Add back: Other intangible asset amortization                        -              .04
                                                                        ------          --------
        Adjusted net income (loss)                                      $55.61          $(12.82)
                                                                        ======          ========
</TABLE>


                                       10


<PAGE>


9.  New Accounting Pronouncements

        In  August  2001,  the  Financial   Accounting  Standards  Board  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 143,  "Accounting for
Asset Retirement  Obligations".  This statement  requires the establishment of a
liability for an asset  retirement  obligation.  This statement is effective for
financial  statements issued for fiscal years beginning after June 15, 2002. The
Company is currently  considering  the impact,  if any, that this statement will
have on the consolidated financial statements.

        In October 2001, the Financial  Accounting  Standards  Board issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets", which
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
of Long-Lived  Assets to be Disposed Of", and portions of APB No. 30, "Reporting
the Results of  Operations  - Reporting  the Effects of Disposal of a Segment of
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions",  and amends Accounting  Research  Bulletin No. 51,  "Consolidated
Financial  Statements".  This statement generally conforms,  among other things,
impairment   accounting  for  assets  to  be  disposed  of  including  those  in
discontinued  operations and eliminates the exception to consolidation for which
control is likely to be  temporary.  This  statement  became  effective  for the
Company on  January  1, 2002.  The  adoption  of this  statement  did not have a
material effect on the consolidated financial statements.

        In April 2002, the Financial  Accounting Standards Board issued SFAS No.
145,  "Rescission  of FASB  Statements  No.  4, 44,  and 64,  Amendment  of FASB
Statement No. 13, and Technical  Corrections".  This statement  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. The Company is currently considering the impact, if any, that this
statement will have on the consolidated financial statements.

10.  Related Party Transactions

        During 2001,  Cinemark Brasil, S.A. received additional capital from its
Brazilian  shareholders  in an  aggregate  amount equal to  approximately  $11.0
million  (US  dollar  equivalent)  in  exchange  for  shares of common  stock of
Cinemark  Brasil,  S.A.  The  contributions  were made in July in the  aggregate
amount of $5.0 million (US dollar  equivalent)  and in November in the aggregate
amount of $6.0 million (US dollar  equivalent).  The additional  capital will be
used to fund  development  in  Brazil  and to  reduce  Cinemark  Brasil,  S.A.'s
outstanding  indebtedness.  After giving  effect to the  additional  issuance of
common  stock,  Cinemark  International's  ownership  interest  was  diluted  to
approximately 53%. As part of the additional capitalization,  the Company agreed
to give the Brazilian partners an option to exchange shares they own in Cinemark
Brasil,  S.A.  for shares of the class of the  Company's  common  stock which is
registered in an initial  public  offering  under the Securities Act of 1933, as
amended,  occurring  at any time prior to December 31,  2007.  If the  Brazilian
partners exercise their exchange option, the Company will obtain appraisals from
independent  investment  banks of the fair  market  value of the  Company and of
Cinemark  Brasil,  S.A. The number of shares to be issued will be  determined by
multiplying the number of shares of common stock owned by each Brazilian partner
by a fraction,  the numerator of which is equal to the appraised value per share
of Cinemark Brasil,  S.A. and the denominator of which is equal to the appraised
value per share of the Company's common stock.


                                       11


<PAGE>


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

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

Overview

        The Company's revenues are generated primarily from box office receipts,
concession  sales and screen  advertising  sales.  Revenues are recognized  when
admissions  and  concession  sales are  received  at the box  office  and screen
advertising  is shown at the theatres.  The  Company's  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.  Additional  revenues related to theatre  operations
are  generated  from vendor  marketing  programs,  pay phones,  ATM machines and
electronic  video  games  installed  in  video  arcades  located  in some of the
Company's theatres.

        Film rentals and advertising, concession supplies and salaries and wages
vary  directly  with  changes in  revenues.  These  expenses  have  historically
represented   approximately   65%  of  all  theatre   operating   expenses   and
approximately  50% of  revenues.  Film  rental  costs are  accrued  based on the
applicable box office receipts and estimates of the final settlement pursuant to
the film license agreements. Advertising cost, which is expensed as incurred, is
primarily  fixed at the  theatre  level as daily  movie  directories  placed  in
newspapers  represent the largest  component of advertising  costs.  The monthly
cost of these ads is based on the size of the directory.  The Company  purchases
concession supplies to replace units sold. Although salaries and wages include a
fixed  component of cost (i.e.  the minimum  staffing  cost to operate a theatre
facility  during  non-peak  periods),  salaries  and wages move in  relation  to
revenues as theatre staffing is adjusted to handle attendance volume.

        Conversely,  facility  lease  expense is  primarily  a fixed cost at the
theatre level as the Company's facility leases generally require a fixed monthly
minimum rent payment. Facility lease expense as a percentage of revenues is also
affected by the number of leased versus fee owned facilities.

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

Critical Accounting Policies

        We  prepare  the  condensed  consolidated  financial  statements  of the
Company 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 include the following:

Revenue and Expense Recognition

        Revenues  are  recognized  when  admissions  and  concession  sales  are
received at the box office and screen advertising is shown at the theatres. Film
rental  costs are  accrued  based on the  applicable  box  office  receipts  and
estimates of the final settlement  pursuant to the film license  agreements.  If
actual settlements are higher than those estimated, additional film rental costs
would be required in the future. Advertising costs are expensed as incurred.


                                       12


<PAGE>


Deferred Revenues

        Advances  collected  on  long-term  screen  advertising  and  concession
contracts are recorded as deferred  revenues.  The advances  collected on screen
advertising  contracts  are  recognized  as other  revenues in the period earned
which may  differ  from the period  the  advance  was  collected.  The  advances
collected on concession  contracts  are  recognized as a reduction to concession
supplies  expense in the  period  earned  which may  differ  from the period the
advance was collected.

Asset Impairment Loss

        The  Company  reviews  long-lived  assets,   including   goodwill,   for
impairment  in  conjunction  with the  preparation  of the  Company's  quarterly
consolidated   financial   statements   and   whenever   events  or  changes  in
circumstances  indicate  the  carrying  amount  of the  assets  may not be fully
recoverable.  The Company considers actual theatre level cash flow, future years
budgeted  theatre  level cash  flow,  theatre  property  and  equipment  values,
goodwill  values,  competitive  theatres  in the  marketplace,  the sharing of a
market with other  Company  theatres,  the age of a recently  built  theatre and
other factors in its  assessment of  impairment  of individual  theatre  assets.
Assets are evaluated for impairment on an individual theatre basis or a group of
theatres  that  share  the same  marketplace,  which  the  Company's  management
believes is the lowest  applicable level for which there are  identifiable  cash
flows.  The  impairment  evaluation  is based on the  estimated  cash flows from
continuing use through the remainder of the theatre's useful life. The remainder
of the useful life  correlates  with the  available  remaining  lease period for
leased  properties  and a period of twenty  years for fee owned  properties.  If
actual future cash flows differ from those estimated in the Company's impairment
evaluation, additional impairment charges may be required in the future.

Results of Operations

        The  following  table  sets  forth,  for  the  periods  indicated,   the
percentage  of total  revenues  represented  by certain  items  reflected in the
Company's condensed consolidated statements of operations.

<TABLE>
<CAPTION>
                                                                                % of Revenues
                                                                              Three Months Ended
                                                                                   March 31,
                                                                                   ---------
                                                                               2002        2001
                                                                               ----        ----
<S>                                                                           <C>         <C>
        Revenues
          Admissions                                                           64.6%       65.2%
          Concession                                                           30.6        29.5
          Other                                                                 4.8         5.3
                                                                              -----       -----
        Total revenues                                                        100.0       100.0

        Cost of operations                                                     73.8        77.8
        General and administrative expenses                                     4.6         5.0
        Depreciation and amortization                                           7.6         8.5
        Asset impairment loss                                                   0.3         0.2
        Loss on sale of assets and other                                        0.2         0.1
                                                                               ----        ----
        Total operating expenses                                               86.5        91.6
                                                                               ----        ----

        Operating income                                                       13.5         8.4

        Interest expense                                                       (6.8)      (10.1)

        Income taxes (benefit)                                                  1.9        (0.7)

        Income (loss) before cumulative effect of an accounting change          4.6        (1.4)

        Net income (loss)                                                       3.1        (1.4)
</TABLE>


                                       13


<PAGE>


First quarter ended March 31, 2002 and 2001

Revenues

        Revenues for the first quarter ended March 31, 2002  increased to $226.7
million from $196.1  million for the first quarter ended March 31, 2001, a 15.6%
increase.   The  increase  in  revenues  for  the  first  quarter  is  primarily
attributable to a 14.7% increase in attendance and a 5.0% increase in concession
revenues per patron. Revenues per screen increased 12.8% to $75,492 in the first
quarter of 2002 from $66,952 in the first quarter of 2001.

Cost of Operations

        Cost of operations,  as a percentage of revenues,  decreased to 73.8% in
the first quarter of 2002 from 77.8% in the first quarter of 2001.  The decrease
as a percentage of revenues was primarily due to the 15.6%  increase in revenues
and the Company's  ability to effectively  control its theatre  operating  costs
(many of which are of a fixed nature).  The decrease as a percentage of revenues
resulted  from a decrease in  concession  supplies as a percentage of concession
revenues to 17.3% in the first  quarter of 2002 from 17.8% in the first  quarter
of  2001  resulting  from  lower  concession  procurement  costs  and  increased
concession  volume rebates,  a decrease in salaries and wages as a percentage of
total  revenues  to 9.9% in the first  quarter  of 2002 from  11.0% in the first
quarter of 2001, a decrease in facility  lease  expense as a percentage of total
revenues to 12.9% in the first  quarter of 2002 from 14.7% in the first  quarter
of 2001 and a decrease  in  utilities  and other  expenses  as a  percentage  of
revenues to 12.6 % in the first  quarter of 2002 from 13.6% in the first quarter
of 2001,  partially  offset by an increase in film rentals and  advertising as a
percentage  of  admissions  revenues to 51.2% in the first  quarter of 2002 from
51.1% in the first quarter of 2001.

General and Administrative Expenses

        General  and  administrative  expenses,  as a  percentage  of  revenues,
decreased to 4.6% for the first  quarter of 2002 from 5.0% for the first quarter
of 2001  primarily  as a  result  of the  15.6%  increase  in  revenues  and the
Company's ability to effectively  control its overhead costs. The absolute level
of general and  administrative  expenses increased to $10.5 million in the first
quarter of 2002 from $9.8 million in the first quarter of 2001.  The increase in
the  absolute  level of general and  administrative  expenses is  attributed  to
increased accrued bonus expense.

Depreciation and Amortization

        Depreciation and  amortization as a percentage of revenues  decreased to
7.6% for the first quarter of 2002 from 8.5% for the first quarter of 2001.  The
decrease is primarily  related to the 15.6%  increase in revenues.  The absolute
level of depreciation and  amortization  increased to $17.2 million in the first
quarter of 2002 from $16.6 million in the first quarter of 2001. The increase in
the absolute level of  depreciation  and  amortization  is primarily  related to
depreciation on new additions and previously classified construction-in-progress
assets that have been placed in service.

Asset Impairment Loss

        The Company recorded asset  impairment  charges of $0.6 million and $0.5
million  in the  first  quarter  of 2002 and  2001,  respectively,  pursuant  to
Statement of Financial Accounting  Standards No. 142 and No. 121,  respectively,
related to assets held for use.  The asset  impairment  charges  recorded in the
first  quarter of 2002  related  to the  write-down  to fair  value of  goodwill
associated with the Company's Argentina operations. The asset impairment charges
recorded in the first quarter of 2001 related to the write-down to fair value of
properties associated with the Company's United States operations.


                                       14


<PAGE>


Interest Expense

        Interest costs incurred,  including  amortization of debt issue cost and
debt discount, the mark-to-market  adjustment to the interest rate cap agreement
and the capitalization of interest to properties under  construction,  decreased
22.6%  in the  first  quarter  of 2002 to  $15.4  million  from  $19.9  million,
including the  capitalization  of interest,  in the first  quarter of 2001.  The
decrease was due  principally to a decrease in the average debt  outstanding and
the average interest rates under the Company's long-term debt agreements.

Income Taxes (Benefit)

        Income tax expense of $4.5 million was recorded for the first quarter of
2002 as compared to an income tax benefit of $1.4  million in the first  quarter
of 2001.  The  Company's  effective  tax rate for the first  quarter of 2002 was
30.4% as  compared  to 34.9% for the first  quarter  of 2001.  The change in the
effective tax rate is primarily due to the impact on the rate resulting from the
cumulative effect of the change in accounting  principle offset by the effect of
the decrease in the tax rate for Cinemark de Mexico, S.A. de C.V.

Income (Loss) Before Cumulative Effect of an Accounting Change

        The Company  realized income before  cumulative  effect of an accounting
change of $10.3 million for the first quarter of 2002 in comparison  with a loss
before  cumulative  effect of an accounting change of $2.7 million for the first
quarter  of 2001.  The  increase  in  income  in the  first  quarter  of 2002 is
primarily related to the 15.6% increase in revenues and the decrease in interest
expense.

Liquidity and Capital Resources

Operating Activities

        The  Company's  revenues are  primarily  collected in cash,  through box
office  receipts and  concession  sales.  The Company is expanding the number of
theatres  that provide the patron a choice of using a credit  card,  in place of
cash, which the company  converts to cash in  approximately  three to four days.
Because revenues are primarily  received in cash prior to the payment of related
expenses,  the Company has an operating  "float" and, as a result,  historically
has not required  traditional  working capital  financing.  Primarily due to the
lack of significant inventory and accounts receivable, the Company has typically
operated  with a negative  working  capital  position  for its  ongoing  theatre
operations throughout the year.

Investing Activities

        The Company's  investing  activities have been principally in connection
with 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 the Company's
credit facility.

        The Company continues to expand its U.S. theatre circuit.  Since January
1, 2002,  the  Company has opened one new  domestic  theatre (4 screens) in Park
City,  Utah  which  screens  first  run  films  and also acts as the home of the
Sundance Film  Festival.  As of March 31, 2002,  the Company has one new theatre
(12 screens) and a five screen addition to an existing theatre scheduled to open
by the end of 2002 and has signed  commitments for two new theatres (31 screens)
scheduled to open after 2002. As of March 31, 2002,  the Company  estimates that
the remaining capital  expenditures for the development of its remaining theatre
and expansion commitments (48 screens) in the United States will be less than $5
million.  Actual  expenditures  for theatre  development  and  acquisitions  are
subject to change based upon the  availability of attractive  opportunities  for
expansion of the Company's  theatre  circuit.  The Company plans to fund capital
expenditures  for its  continued  development  from cash  flow from  operations,
borrowings under the Credit Facility,  proceeds from sale leaseback transactions
and/or


                                       15


<PAGE>


sales  of  excess  real  estate.  As  of  March  31,  2002,  the  Company  owned
approximately  $275 million of real estate and  improvements  resulting from the
development of multiplex  facilities over the last several years.  Additionally,
the Company and/or its affiliates,  may from time to time, subject to compliance
with the Company's debt  instruments,  purchase on the open market the Company's
debt securities depending upon the availability and prices of such securities.

        The Company also continues to expand its international operations. Since
January 1, 2002, Cinemark  International,  through its subsidiaries,  has opened
two new theatres (18 screens) and closed two screens at an existing theatre.  As
of March 31, 2002, Cinemark International,  through its subsidiaries,  has three
new  theatres  (24  screens)  under   construction  and  scheduled  to  open  in
international  markets  by the end of  2002.  The  Company  estimates  that  the
remaining   capital   expenditures   for  the   development   of  its  remaining
international  theatre  commitments  (24  screens)  will  be  approximately  $10
million.  Although  Cinemark  International  and its  subsidiaries are reviewing
sites,  there are no signed  commitments to build any theatres in  international
markets beyond 2002. Actual  expenditures for continued theatre  development and
acquisitions  during  2002  and  thereafter  are  subject  to  change  upon  the
availability  of  attractive   opportunities  for  expansion  of  the  Company's
international  theatre  circuit.  The Company  anticipates  that  investments in
excess of Cinemark International's  available cash will be funded by the Company
or by debt or equity  financing  to be  provided  by third  parties  directly to
Cinemark International or its subsidiaries.

Financing Activities

        The Company has outstanding three issues of senior  subordinated  notes:
(i) $200  million  in 9-5/8%  Series B  Subordinated  Notes  due 2008;  (ii) $75
million in 9-5/8% Series D  Subordinated  Notes due 2008; and (iii) $105 million
in 8-1/2% Series B  Subordinated  Notes 2008.  Interest on each issue is payable
semi-annually 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
and  repurchase of the Company's  capital stock.  Upon a change in control,  the
Company 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 the Company to incur permitted  indebtedness if
it satisfies the coverage ratio specified in each indenture, both at the time of
incurrence  and  after  giving  effect  to  the  incurrence  of  the  additional
indebtedness.   These  notes  are  registered  and  are  unsecured   obligations
subordinated  in  right of  payment  to the  credit  facility  or  other  senior
indebtedness.  If the Company were in default under the credit facility or other
senior  indebtedness,  it would generally not be allowed to make payments on the
senior subordinated notes until the defaults have been cured or waived.

        In February 1998, the Company replaced its existing credit facility with
a reducing,  revolving credit agreement (the "Credit  Facility") through a group
of banks for which Bank of America  National Trust and Savings  Association acts
as Administrative  Agent. The Credit Facility provided for an initial commitment
of $350 million  which is  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 the Credit Facility matures in 2006. As of March
31, 2002, the aggregate  commitment  available to the Company is $301.9 million.
The  Company  is  required  to  prepay  all loans  outstanding  in excess of the
aggregate  commitment as reduced  pursuant to the terms of the Credit  Facility.
Borrowings  under the Credit  Facility  are secured by a pledge of a majority of
the issued and  outstanding  capital  stock of the  Company  and  guarantees  by
material  subsidiaries.  The Credit  Facility  requires  the Company to maintain
certain  financial  ratios;  restricts  the  payment  of  dividends,  payment of
subordinated  debt prior to maturity and  issuance of preferred  stock and other
indebtedness; and contains other restrictive covenants typical for agreements of
this type.  Funds  borrowed  pursuant  to the  Credit  Facility  currently  bear
interest at a rate per annum equal to the Offshore Rate or the Base Rate, as the
case may be, plus the Applicable Margin (as defined in the Credit Facility).  As
of March 31, 2002, $263 million is outstanding under the Credit Facility and the
effective interest rate on such borrowing is 3.7% per annum.


                                       16


<PAGE>


        In September 1998, Cinemark Investments Corporation borrowed $20 million
under the Cinemark  Investments  Credit Agreement.  In September 2001,  Cinemark
Investments  Corporation  repaid the $20  million  Cinemark  Investments  Credit
Agreement at maturity.

        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 is a
revolving  credit  facility and provides for a loan to Cinemark  Mexico of up to
$30 million in the aggregate. The Cinemark Mexico Credit Agreement is secured by
a pledge of 65% of the stock of Cinemark de Mexico,  S.A. de C.V.  and  Cinemark
Holdings  Mexico  S.  de R.L.  de C.V.  and an  unconditional  guarantee  by the
Company.  Pursuant to the terms of the Cinemark Mexico Credit  Agreement,  funds
borrowed  bear  interest at a rate per annum equal to the  Offshore  Rate or the
Base Rate,  as the case may be,  plus the  Applicable  Margin (as defined in the
Cinemark Mexico Credit Agreement). Cinemark Mexico is required to make principal
payments  of $1.5  million  per  quarter  in 2002 with the  remaining  principal
outstanding  of $23  million  due in January  2003.  As of March 31,  2002,  $29
million is  outstanding  under the  Cinemark  Mexico  Credit  Agreement  and the
effective interest rate on such borrowing is 4.9% per annum.

        In December  1999, the Company  completed a sale  leaseback  transaction
pursuant to which the Company sold the land,  building and site  improvements of
its corporate  office  property to a third party special  purpose  entity for an
aggregate  purchase price equal to approximately  $20.3 million.  Simultaneously
with the sale, the Company entered into an operating lease for approximately 60%
of the  property  for a base term equal to ten years at a fixed  monthly  rental
payment of $114,000  or $1.4  million  annually  for the first seven years and a
fixed monthly rental payment of $123,000 or $1.5 million  annually for the final
three years. The Company has two options to extend the office lease;  five years
for the first  option and ten years for the  second  option.  The fixed  monthly
rental during the second extension is 95% of the fair rental value.

        In December 2000, Cinema  Properties,  Inc., a wholly-owned  Subsidiary,
borrowed  $77 million from Lehman  Brothers  Bank,  FSB (the "Cinema  Properties
Facility").  The Cinema Properties  Facility is a term loan maturing on December
31,  2003.  Cinema  Properties,  Inc. has the  unilateral  ability to extend the
maturity date two times for one year each by paying  extension  fees of 1.5% and
3.0% of the outstanding  borrowing,  respectively.  At the lender's  discretion,
Cinema  Properties,  Inc.  may be  required to make  principal  payments of $1.5
million in the third and fourth  quarters of 2002 with the  remaining  principal
outstanding in December 2003. Funds borrowed  pursuant to the Cinema  Properties
Credit Facility  currently bear interest at a rate per annum equal to LIBOR plus
5.75%.  Borrowings are secured by, among other things,  a mortgage placed on six
of Cinema  Properties,  Inc.'s theatres and certain equipment leases. The Cinema
Properties  Facility  requires  Cinema  Properties,  Inc. to comply with certain
interest  coverage ratios and contains other  restrictive  covenants  typical of
agreements of this type.  Cinema  Properties,  Inc. also  purchased  from Lehman
Brothers Derivative Products Inc. an Interest Rate Cap Agreement with a notional
amount equal to $77 million with a five year term and a strike rate equal to the
excess of three month LIBOR over the strike price of 6.58%. Three month LIBOR as
of the date of  closing  was  6.58%.  As of  March  31,  2002,  $77  million  is
outstanding under the Cinema Properties Facility and the effective interest rate
on such borrowing is 7.7% per annum.

        Cinemark Brasil,  S.A.  currently has five main types of funding sources
executed with local and  international  banks.  These are: a) BNDES automatic in
the amount of US$4.7 million  executed  October 1999 at a term of 5 years with a
nine month grace  period at a BNDES  basket  rate (which is a multiple  currency
rate  based on the rate at which the bank  borrows)  plus  spread  amounting  to
14.5%, b) BNDES automatic in the amount of US$2.3 million executed November 2001
at a term of 5 years with a one year grace  period at a BNDES  basket  rate plus
spread amounting to 13.8%, c) FINAME/BNDES  facility  executed  December 1999 in
the amount of R$450,000  (equivalent to US$190,000) for a term of 3 years with a
six month grace period at a BNDES basket rate plus spread amounting to 13.0%, d)
Import financing executed between April 2001 through February 2002 in the amount
of US$6.3  million at a term of 360 to 365 days at an average  rate of 8.2%,  e)
Project  developer  financing  executed between  September 2000 through December
2000 in the  amount of  US$1.8  million  for a term of 5 years  with a six month
grace period at a rate of TJLP+5%. Each of these sources have varying guarantees
including comfort letters from Cinemark  International,  promissory notes for up
to 130% of the value, a revenue reserve account and equipment collateral.  As of
March 31, 2002, $13.4 million is outstanding and the effective  interest rate on
such borrowing is approximately 11.7% per annum.


                                       17


<PAGE>


        During 2001,  Cinemark Brasil, S.A. received additional capital from its
Brazilian  shareholders  in an  aggregate  amount equal to  approximately  $11.0
million  (US  dollar  equivalent)  in  exchange  for  shares of common  stock of
Cinemark  Brasil,  S.A.  The  contributions  were made in July in the  aggregate
amount of $5.0 million (US dollar  equivalent)  and in November in the aggregate
amount of $6.0 million (US dollar  equivalent).  The additional  capital will be
used to fund  development  in  Brazil  and to  reduce  Cinemark  Brasil,  S.A.'s
outstanding  indebtedness.  After giving  effect to the  additional  issuance of
common  stock,  Cinemark  International's  ownership  interest  was  diluted  to
approximately 53%. As part of the additional capitalization,  the Company agreed
to give the Brazilian partners an option to exchange shares they own in Cinemark
Brasil,  S.A.  for shares of the class of the  Company's  common  stock which is
registered in an initial  public  offering  under the Securities Act of 1933, as
amended,  occurring  at any time prior to December 31,  2007.  If the  Brazilian
partners exercise their exchange option, the Company will obtain appraisals from
independent  investment  banks of the fair  market  value of the  Company and of
Cinemark  Brasil,  S.A. The number of shares to be issued will be  determined by
multiplying the number of shares of common stock owned by each Brazilian partner
by a fraction,  the numerator of which is equal to the appraised value per share
of Cinemark Brasil,  S.A. and the denominator of which is equal to the appraised
value per share of the Company's common stock.

        In March 2002, Cinemark Chile, S.A. entered into a Debt Acknowledgement,
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 $10.6 million in Chilean pesos (adjusted
for inflation pursuant to Unidades de Fomento). Cinemark Chile, S.A. is required
to make 24 equal  quarterly  installments  of principal  plus accrued and unpaid
interest,  commencing  March 31, 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.A.'s personal property and by guarantees issued
by  Cinemark  International,  L.L.C.  and Chile  Films S.A.,  a  shareholder  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 Banking Rate, 90 day TAB rate (360 day TAB
rate with respect to one of the four banks),  as published by the Association of
Banks  and  Financial  Institutions  Act plus 2%. As of March  31,  2002,  $10.1
million is  outstanding  under this  agreement  and the  effective  rate on such
borrowing is 7.7% per annum.

        As of March 31, 2002, the Company's long-term debt obligations,  capital
lease  obligations  and future minimum lease  obligations  under  non-cancelable
operating leases for each period indicated are summarized as follows:

<TABLE>
<CAPTION>
                                                Payments Due by Period
                                                ----------------------
                                                     (in millions)
                                                     -------------
                                                         Less than                                      After
          Contractual Obligations            Total         1 year       1-3 years      4-5 years       5 years
        ------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>            <C>             <C>        <C>
        Long-term debt                     $  783.6         $ 59.1         $248.0          $94.8      $  381.7
        Capital lease obligations               0.4            0.2            0.2              -             -
        Operating lease obligations         1,541.7          103.1          210.0          210.0       1,018.6
</TABLE>


                                       18


<PAGE>


New Accounting Pronouncements

        In  August  2001,  the  Financial   Accounting  Standards  Board  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 143,  "Accounting for
Asset Retirement  Obligations".  This statement  requires the establishment of a
liability for an asset  retirement  obligation.  This statement is effective for
financial  statements issued for fiscal years beginning after June 15, 2002. The
Company is currently  considering  the impact,  if any, that this statement will
have on the consolidated financial statements.

        In October 2001, the Financial  Accounting  Standards  Board issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets", which
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
of Long-Lived  Assets to be Disposed Of", and portions of APB No. 30, "Reporting
the Results of  Operations  - Reporting  the Effects of Disposal of a Segment of
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions",  and amends Accounting  Research  Bulletin No. 51,  "Consolidated
Financial  Statements".  This statement generally conforms,  among other things,
impairment   accounting  for  assets  to  be  disposed  of  including  those  in
discontinued  operations and eliminates the exception to consolidation for which
control is likely to be  temporary.  This  statement  became  effective  for the
Company on  January  1, 2002.  The  adoption  of this  statement  did not have a
material effect on the consolidated financial statements.

        In April 2002, the Financial  Accounting Standards Board issued SFAS No.
145,  "Rescission  of FASB  Statements  No.  4, 44,  and 64,  Amendment  of FASB
Statement No. 13, and Technical  Corrections".  This statement  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. The Company is currently considering the impact, if any, that this
statement will have on the consolidated financial statements.

Seasonality

        The Company's revenues have historically been seasonal,  coinciding with
the timing of releases of motion pictures by the major distributors.  Generally,
the most  successful  motion  pictures  have been  released  during  the  summer
extending from Memorial Day to Labor Day and during the holiday season extending
from  Thanksgiving  through  year-end.  The  unexpected  emergence of a hit film
during other periods can alter this  seasonality  trend. The timing of such film
releases can have a significant  effect on the Company's  results of operations,
and the results of one quarter are not necessarily indicative of results for the
next quarter or for the same period in the following year.

Other Issues

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


                                       19


<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

        The Company has exposure to financial market risks, including changes in
interest  rates,  foreign  currency  exchange  rates and other  relevant  market
prices. The Company does not have any derivative financial  instruments in place
as of March  31,  2002  that  would  have a  material  effect  on the  Company's
financial position, results of operations and cash flows.

        An increase or decrease in interest  rates would affect  interest  costs
relating to the Company's  variable rate credit  facilities.  The Company and/or
its subsidiaries are currently parties to such variable rate credit  facilities.
At March 31,  2002,  there was an  aggregate  of  approximately  $403 million of
variable  rate  debt  outstanding  under  these  facilities.   These  facilities
represent approximately 51% of the Company's outstanding long-term debt. Changes
in interest  rates do not have a direct impact on interest  expense  relating to
the remaining fixed rate debt facilities.

        The table below provides  information about the Company's fixed rate and
variable rate long-term debt agreements:

<TABLE>
<CAPTION>
                                                       Expected Maturity Date
                                                        As of March 31, 2002
                                                        --------------------

                             March 31,     March 31,     March 31,     March 31,     March 31,                               Fair
(in millions)                  2003          2004          2005          2006          2007        Thereafter     Total      Value
-------------                  ----          ----          ----          ----          ----        ----------     -----      ------
Long-term debt:
<S>                             <C>          <C>            <C>           <C>            <C>          <C>         <C>        <C>
Fixed rate                      $   -        $  0.1         $   -         $ 0.1          $0.1         $380.2      $380.5     $390.2
Average interest rate                                                                                               9.3%

Variable rate                   $59.1        $156.2         $91.7         $92.2          $2.4           $1.5      $403.1     $400.4
Average interest rate                                                                                               5.0%

Total debt                      $59.1        $156.3         $91.7         $92.3          $2.5         $381.7      $783.6     $790.6
</TABLE>

<TABLE>
<CAPTION>
                                                       Expected Maturity Date
                                                       As of December 31, 2001
                                                       -----------------------

                             Dec. 31,      Dec. 31,      Dec. 31,      Dec. 31,      Dec. 31,                                Fair
(in millions)                  2002          2003          2004          2005          2006        Thereafter     Total      Value
-------------                  ----          ----          ----          ----          ----        ----------     -----      ------
Long-term debt:
<S>                             <C>          <C>            <C>           <C>           <C>            <C>        <C>        <C>
Fixed rate                      $   -        $  0.1         $ 0.1         $ 0.1         $   -          $380.2     $380.5     $395.3
Average interest rate                                                                                               9.3%

Variable rate                   $21.8        $173.2         $91.3         $95.6         $18.3            $0.3     $400.5     $405.0
Average interest rate                                                                                               5.5%

Total debt                      $21.8        $173.3         $91.4         $95.7         $18.3          $380.5     $781.0     $800.3
</TABLE>

        In December 2000, Cinema Properties,  Inc., a wholly-owned subsidiary of
the Company, entered into the Cinema Properties Facility.  Pursuant to the terms
of the Cinema  Properties  Facility,  funds borrowed bear interest at a rate per
annum equal to LIBOR (as defined in the Cinema Properties  Facility) plus 5.75%.
As part of the Cinema  Properties  Facility,  in order to hedge  against  future
changes in  interest  rates,  Cinema  Properties,  Inc.  purchased  from  Lehman
Brothers Derivative Products Inc. an Interest Rate Cap Agreement with a notional
amount equal to $77 million with a five year term and a strike rate equal to the
excess of three month Libor over the strike price of 6.58%. Three month LIBOR as
of the date of closing was 6.58%.  At March 31, 2002 and December 31, 2001,  the
interest  rate cap  agreement  is recorded at its fair value of $0.9 million and
$1.1 million,  respectively. The Cinema Properties Facility provides the Company
with the  unilateral  ability to extend the maturity date two times for one year
each by paying  extension  fees of 1.5% and 3.0% of the  outstanding  borrowing,
respectively.


                                       20


<PAGE>


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


                                       21


<PAGE>


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        Reference is made to Item 3 of the Company's  Annual Report on Form 10-K
for the fiscal year ended December 31, 2001.

Item 2. Changes in Securities and Use of Proceeds

        Not Applicable

Item 3. Defaults Upon Senior Securities

        Not Applicable

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

        There have not been any matters  submitted to a vote of security holders
during the first three  months of 2002  through the  solicitation  of proxies or
otherwise.

Item 5. Other Information

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

Item 6. Exhibits and Reports on Form 8-K

          a) Supplemental schedules  specified by the Senior Subordinated  Notes
Indenture:

                     Condensed Consolidating Balance Sheets
                     (unaudited) as of March 31, 2002

                     Condensed Consolidating Statements of
                     Operations (unaudited) for the three months
                     ended March 31, 2002

                     Condensed Consolidating Statements of Cash Flows
                     (unaudited) for the three months ended March 31, 2002

          b) Reports on Form 8-K

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


                                       22


<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                              AS OF MARCH 31, 2002
                                   (Unaudited)

                                                                     Restricted     Unrestricted
                                                                        Group           Group        Eliminations         TOTAL
                                                                   --------------   -------------   --------------   ---------------
<S>                                                                <C>              <C>             <C>              <C>
                       ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                      $  28,109,333    $ 31,328,169    $         -      $   59,437,502
    Inventories                                                        2,845,442         587,804              -           3,433,246
    Co-op advertising and other receivables                            5,615,743       6,459,196       (1,188,621)       10,886,318
    Income tax receivable                                              5,650,745       2,240,232              -           7,890,977
    Prepaid expenses and other                                         2,905,043       1,444,937       (1,125,000)        3,224,980
                                                                   -----------------------------------------------------------------
       Total current assets                                           45,126,306      42,060,338       (2,313,621)       84,873,023

THEATRE PROPERTIES AND EQUIPMENT                                     955,982,483     240,332,804              -       1,196,315,287
    Less accumulated depreciation and amortization                  (298,957,930)    (50,891,661)             -        (349,849,591)
                                                                   -----------------------------------------------------------------
       Theatre properties and equipment - net                        657,024,553     189,441,143              -         846,465,696

OTHER ASSETS
    Goodwill - net                                                     7,897,512       3,343,433              -          11,240,945
    Investments in and advances to affiliates                        169,348,272       1,531,173     (167,669,063)        3,210,382
    Deferred tax asset                                                       -               -                -                 -
    Deferred charges and other - net                                  24,742,443       7,496,826              -          32,239,269
                                                                   -----------------------------------------------------------------
       Total other assets                                            201,988,227      12,371,432     (167,669,063)       46,690,596
                                                                   -----------------------------------------------------------------

TOTAL                                                              $ 904,139,086    $243,872,913    $(169,982,684)   $  978,029,315
                                                                   =================================================================

        LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Current portion of long-term debt                              $  47,240,871    $ 11,885,828    $         -       $  59,126,699
    Current income taxes payable                                        (102,097)        102,097              -                 -
    Accounts payable and accrued expenses                             74,260,612      18,992,356       (1,188,621)       92,064,347
                                                                   -----------------------------------------------------------------
       Total current liabilities                                     121,399,386      30,980,281       (1,188,621)      151,191,046

LONG-TERM LIABILITIES
    Senior credit agreements                                         251,743,364      92,500,717              -         344,244,081
    Senior subordinated debt                                         380,180,547             -                -         380,180,547
    Deferred lease expenses                                           22,848,337         438,253              -          23,286,590
    Deferred gain on sale leasebacks                                   4,647,060             -                -           4,647,060
    Deferred income taxes                                              5,984,857         715,314              -           6,700,171
    Deferred revenues and other long-term liabilities                  8,077,158       1,925,417       (1,125,000)        8,877,575
                                                                   -----------------------------------------------------------------
       Total long-term liabilities                                   673,481,323      95,579,701       (1,125,000)      767,936,024

MINORITY INTERESTS IN SUBSIDIARIES                                     7,925,133      28,517,827              -          36,442,960

SHAREHOLDERS' EQUITY
    Class A Common Stock, $.01 par value: 10,000,000 shares
       authorized, 1,500 shares issued and outstanding                        15             -                -                  15
    Class B Common Stock, no par value: 1,000,000 shares
       authorized, 239,893 shares issued and outstanding              49,543,427      14,308,000      (14,308,000)       49,543,427
    Additional paid-in-capital                                        11,759,484     153,361,063     (153,361,063)       11,759,484
    Unearned compensation - stock options                               (777,410)            -                -            (777,410)
    Retained earnings                                                101,284,043     (49,645,570)             -          51,638,473
    Treasury stock, 57,245 Class B shares at cost                    (24,232,890)            -                -         (24,232,890)
    Accumulated other comprehensive loss                             (36,243,425)    (29,228,389)             -         (65,471,814)
                                                                   -----------------------------------------------------------------
       Total shareholders' equity                                    101,333,244      88,795,104     (167,669,063)       22,459,285
                                                                   -----------------------------------------------------------------

TOTAL                                                              $ 904,139,086    $243,872,913    $(169,982,684)   $  978,029,315
                                                                   =================================================================
</TABLE>

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


                                       23


<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2002
                                   (Unaudited)

                                                                     Restricted     Unrestricted
                                                                        Group           Group        Eliminations         TOTAL
                                                                   --------------   -------------   --------------   ---------------
<S>                                                                <C>              <C>             <C>              <C>

REVENUES                                                           $ 183,318,295    $ 46,412,371    $  (3,028,560)   $  226,702,106

COSTS AND EXPENSES
    Cost of operations                                               134,847,485      35,433,307       (3,028,560)      167,252,232
    General and administrative expenses                                8,505,346       1,970,760              -          10,476,106
    Depreciation and amortization                                     13,248,226       3,918,555              -          17,166,781
    Asset impairment loss                                                    -           558,398              -             558,398
    Loss on sale of assets and other                                     324,779         214,413              -             539,192
                                                                   -----------------------------------------------------------------
                  Total                                              156,925,836      42,095,433       (3,028,560)      195,992,709

OPERATING INCOME                                                      26,392,459       4,316,938              -          30,709,397

OTHER INCOME (EXPENSE)
    Interest expense                                                 (12,091,399)     (2,648,913)             -         (14,740,312)
    Amortization of debt issue cost and debt discount                   (256,119)       (378,676)             -            (634,795)
    Interest income                                                      158,088         325,251              -             483,339
    Foreign currency exchange loss                                       (60,922)       (160,075)             -            (220,997)
    Equity in income of affiliates                                         1,587         115,154              -             116,741
    Minority interests in income of subsidiaries                        (441,703)       (434,768)             -            (876,471)
                                                                   -----------------------------------------------------------------
                  Total                                              (12,690,468)     (3,182,027)             -         (15,872,495)
                                                                   -----------------------------------------------------------------

INCOME BEFORE INCOME TAXES AND
    CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE                         13,701,991       1,134,911              -          14,836,902

Income taxes                                                           4,497,888           7,061              -           4,504,949
                                                                   -----------------------------------------------------------------

INCOME BEFORE CUMULATIVE EFFECT
    OF AN ACCOUNTING CHANGE                                            9,204,103       1,127,850              -          10,331,953

Cumulative effect of a change in accounting principle,
    net of income tax benefit of $0.                                     (64,684)     (3,325,095)             -          (3,389,779)
                                                                   -----------------------------------------------------------------

NET INCOME (LOSS)                                                  $   9,139,419    $ (2,197,245)   $         -      $    6,942,174
                                                                   =================================================================
</TABLE>

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


                                       24


<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2002
                                   (Unaudited)

                                                                     Restricted     Unrestricted
                                                                        Group           Group        Eliminations         TOTAL
                                                                   --------------   -------------   --------------   ---------------
<S>                                                                <C>              <C>             <C>              <C>
OPERATING ACTIVITIES
    Net income (loss)                                              $   9,139,419    $ (2,197,245)   $         -      $    6,942,174

    Noncash items in net income (loss):
       Depreciation                                                   13,078,041       3,879,512              -          16,957,553
       Amortization of other assets                                      170,185          39,043              -             209,228
       Amortization of foreign advanced rents                            312,630         185,333              -             497,963
       Amortized compensation - stock options                            110,369             -                -             110,369
       Amortization of gain on sale leasebacks                           (91,480)            -                -             (91,480)
       Amortization of debt discount and premium                          (7,127)            -                -              (7,127)
       Loss on impairment of assets                                          -           558,398              -             558,398
       Loss on sale of assets and other                                  324,779         214,413              -             539,192
       Deferred lease expenses                                           461,912          (7,710)             -             454,202
       Deferred income tax expenses                                   10,416,377             -                -          10,416,377
       Equity in income of affiliates                                     (1,587)       (115,154)             -            (116,741)
       Minority interests in income of subsidiaries                      441,703         434,768              -             876,471
       Cumulative effect of an accounting change                          64,684       3,325,095              -           3,389,779

    Cash provided by (used for) operating working capital:
       Inventories                                                      (224,490)        113,276              -            (111,214)
       Co-op advertising and other receivables                          (270,631)        433,961              -             163,330
       Prepaid expenses and other                                       (354,061)        375,910              -              21,849
       Accounts payable and accrued expenses                         (20,220,193)     (6,163,623)             -         (26,383,816)
       Income tax receivable/payable                                  (6,345,435)       (106,748)             -          (6,452,183)
                                                                   -----------------------------------------------------------------

           Net cash provided by operating activities                   7,005,095         969,229              -           7,974,324

INVESTING ACTIVITIES
    Additions to theatre properties and equipment                     (5,447,665)     (3,209,105)             -          (8,656,770)
    Sale of theatre properties and equipment                           1,495,840           8,601              -           1,504,441
    Decrease in other assets, investments in
       and advances to affiliates                                      1,391,402       4,543,976              -           5,935,378
                                                                   -----------------------------------------------------------------

       Net cash provided by (used for) investing activities           (2,560,423)      1,343,472              -          (1,216,951)

FINANCING ACTIVITIES
    Increase in long-term debt                                        17,505,311         267,517              -          17,772,828
    Decrease in long-term debt                                       (12,550,521)     (2,620,019)             -         (15,170,540)
    Minority investment in subsidiaries, net                            (154,954)        367,781                            212,827
                                                                   -----------------------------------------------------------------

       Net cash provided by (used for) financing activities            4,799,836      (1,984,721)             -           2,815,115

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
    CASH EQUIVALENTS                                                    (321,631)        (12,578)             -            (334,209)
                                                                   -----------------------------------------------------------------

INCREASE IN CASH AND CASH EQUIVALENTS                                  8,922,877         315,402              -           9,238,279

CASH AND CASH EQUIVALENTS:
    Beginning of period                                               19,186,456      31,012,767              -          50,199,223
                                                                   -----------------------------------------------------------------

    End of period                                                  $  28,109,333    $ 31,328,169    $         -      $   59,437,502
                                                                   =================================================================
</TABLE>

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


                                       25


<PAGE>


                                   SIGNATURES

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


                                                         CINEMARK USA, INC.
                                                         Registrant


DATE:      May 15, 2002


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


                                                         /s/Robert Copple
                                                         ----------------
                                                         Robert Copple
                                                         Chief Financial Officer


                                       26