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, 2000



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

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

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

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



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

                                  Yes X No ____

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

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

        As of May 10,  2000,  1,500  shares of Class A Common  Stock and 185,180
shares of Class B Common  Stock  (including  options to acquire  7,803 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, 2000 (unaudited)
                   and December 31, 1999                                     3

                 Condensed Consolidated Statements of Operations
                   (unaudited) for the three month
                   periods ended March 31, 2000 and 1999                     4

                 Condensed Consolidated Statements of Cash
                   Flows (unaudited) for the three month
                   periods ended March 31, 2000 and 1999                     5

                 Notes to Condensed Consolidated Financial
                   Statements                                                6

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

     Item 3.     Quantitative and Qualitative Disclosures
                   About Market Risk                                         14


PART II             OTHER INFORMATION

     Item 1.     Legal Proceedings                                           15

     Item 2.     Changes in Securities and Use of Proceeds                   15

     Item 3.     Defaults Upon Senior Securities                             15

     Item 4.     Submission of Matters to a Vote of Security Holders         15

     Item 5.     Other Information                                           15

     Item 6.     Exhibits and Reports on Form 8-K                            15

SIGNATURES                                                                   19






                                        2


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

                       CINEMARK USA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                    March 31,         December 31,
                                                                      2000                1999
                                                                   (Unaudited)
                                                                -------------------------------------
<S>                                                             <C>                 <C>
                                     ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                        $ 8,569,445         $ 8,872,157
    Inventories                                                        3,522,474           4,734,520
    Co-op advertising and other receivables                           13,410,645          12,067,471
    Income tax receivable                                              1,271,257           2,036,146
    Prepaid expenses and other                                         3,127,824           7,508,722
                                                                -------------------------------------
      Total current assets                                            29,901,645          35,219,016

THEATRE PROPERTIES AND EQUIPMENT                                   1,142,720,534       1,107,786,308
    Less accumulated depreciation and amortization                  (190,612,844)       (173,827,249)
                                                                -------------------------------------
      Theatre properties and equipment - net                         952,107,690         933,959,059

OTHER ASSETS:
    Investments in and advances to affiliates                          3,460,411           2,289,553
    Goodwill - net                                                    18,248,009          18,619,715
    Deferred charges and other - net                                  46,846,095          51,773,896
                                                                -------------------------------------
      Total other assets                                              68,554,515          72,683,164
                                                                -------------------------------------
TOTAL                                                            $ 1,050,563,850     $ 1,041,861,239
                                                                =====================================

              LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt                               $ 21,775,041        $ 21,420,579
    Current income taxes payable                                       1,983,930                   -
    Accounts payable and other accrued expenses                       99,546,225         128,611,615
                                                                -------------------------------------
      Total current liabilities                                      123,305,196         150,032,194

LONG-TERM LIABILITIES:
    Senior credit agreements                                         405,093,790         376,747,810
    Senior subordinated notes                                        380,237,563         380,244,689
    Deferred lease expenses                                           16,948,716          16,188,800
    Deferred gain on sale leaseback                                    5,378,901           5,470,381
    Deferred income taxes                                             12,791,170          18,088,004
    Deferred revenues                                                 14,976,490           1,426,472
                                                                -------------------------------------
      Total long-term liabilities                                    835,426,630         798,166,156

MINORITY INTERESTS IN SUBSIDIARIES                                    30,495,045          29,812,343

SHAREHOLDERS' EQUITY:
    Class A common stock, $.01 par value: 10,000,000 shares
      authorized, 1,500 shares issued and outstanding                         15                  15
    Class B common stock, no par value: 1,000,000 shares
      authorized, 234,197 and 234,073 shares issued, respectively     49,537,731          49,537,607
    Additional paid-in-capital                                        13,769,229          13,733,221
    Unearned compensation - stock options                             (2,864,120)         (3,131,680)
    Retained earnings                                                 53,578,966          59,140,652
    Treasury stock, 57,245 and 57,211 Class B shares at cost,
      respectively                                                   (24,232,890)        (24,198,890)
    Accumulated other comprehensive loss                             (28,451,952)        (31,230,379)
                                                                -------------------------------------
      Total shareholders' equity                                      61,336,979          63,850,546
                                                                -------------------------------------
TOTAL                                                            $ 1,050,563,850     $ 1,041,861,239
                                                                =====================================
      See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                        3

<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                                                        THREE MONTHS ENDED MARCH 31,
                                                                          2000             1999
                                                                    ---------------------------------
<S>                                                                 <C>                <C>

REVENUES:
   Admissions                                                         $ 112,486,845     $ 95,216,424
   Concessions                                                           52,124,057       46,777,297
   Other                                                                 10,254,676        7,274,306
                                                                    ---------------------------------
        Total                                                           174,865,578      149,268,027

COSTS AND EXPENSES:
   Cost of operations:
      Film rentals and advertising                                       57,447,939       49,201,117
      Concession supplies                                                 9,713,238        7,494,034
      Salaries and wages                                                 21,649,486       19,337,983
      Facility leases                                                    26,633,985       20,572,916
      Utilities and other                                                24,958,134       21,660,535
                                                                    ---------------------------------
        Total                                                           140,402,782      118,266,585

   General and administrative expenses                                   10,011,893        7,993,500
   Depreciation and amortization                                         14,215,453       11,332,785
   Asset impairment loss                                                    440,000                -
   (Gain) loss on sale of assets                                            251,176          (66,906)
                                                                    ---------------------------------
        Total                                                           165,321,304      137,525,964

OPERATING INCOME                                                          9,544,274       11,742,063

OTHER INCOME (EXPENSE):
   Interest expense                                                     (16,889,952)     (13,121,263)
   Amortization of debt issue cost                                         (201,869)        (199,554)
   Amortization of bond discount                                            (43,625)         (43,625)
   Interest income                                                          314,652          579,563
   Foreign currency exchange gain (loss)                                    339,671           76,234
   Equity in income of affiliates                                            58,356           55,859
   Minority interests in subsidiaries                                      (444,536)         730,402
                                                                    ---------------------------------
        Total                                                           (16,867,303)     (11,922,384)
                                                                    ---------------------------------
INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE
   EFFECT OF AN ACCOUNTING CHANGE                                        (7,323,029)        (180,321)

Income taxes (benefit)                                                   (1,761,343)         (10,025)
                                                                    ----------------------------------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE           (5,561,686)        (170,296)

Cumulative effect of a change in an accounting principle - net of tax
   benefit of $417,570                                                            -       (2,968,637)
                                                                    ----------------------------------
NET INCOME (LOSS)                                                      $ (5,561,686)    $ (3,138,933)
                                                                    ==================================

EARNINGS PER SHARE:
   Basic:
      Income (loss) before cumulative effect of an accounting change       $ (31.17)         $ (0.95)
      Cumulative effect of an accounting change                                   -           (16.65)
                                                                    ----------------------------------
      Net Income (loss)                                                    $ (31.17)        $ (17.60)
                                                                    ==================================

   Diluted:
      Income (loss) before cumulative effect of an accounting change       $ (31.17)         $ (0.95)
      Cumulative effect of an accounting change                                   -           (16.65)
                                                                     ---------------------------------
      Net Income (loss)                                                    $ (31.17)        $ (17.60)
                                                                     =================================
COMMON SHARES OUTSTANDING:
   Basic:
      Weighted average common shares outstanding                            178,407          178,362
                                                                     =================================
   Diluted:
      Weighted average common shares outstanding                            178,407          178,362
      Common equivalent shares for stock options                                  -                -
                                                                     --------------------------------
      Weighted average shares outstanding                                   178,407          178,362
                                                                     =================================
</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements.

                                        4

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

                                                                 THREE MONTHS ENDED MARCH 31,
                                                                      2000               1999
                                                                 -----------------------------------
<S>                                                              <C>                  <C>
OPERATING ACTIVITIES:
     Net Income (loss)                                              $ (5,561,686)      $ (3,138,933)

     Noncash items in net income:
        Depreciation                                                  13,609,925         11,005,899
        Amortization - goodwill and other assets                         605,528            526,440
        Loss on impairment of assets                                     440,000                  -
        Amortization of gain on sale leaseback                           (91,480)           (88,438)
        Deferred lease expenses                                          759,916            424,009
        Amortization of prepaid leases                                   574,896            182,994
        Deferred income tax expense                                   (5,296,834)         4,598,168
        Amortization of debt discount and premium                         (7,126)            (7,128)
        Amortized compensation - stock options                           269,830            356,138
        Compensation expense related to repurchase of stock options      103,584                  -
        (Gain) loss on sale of assets                                    251,176            (66,906)
        Equity in income of affiliates                                   (58,356)           (55,859)
        Minority interests in income (loss) of subsidiaries              444,536           (730,402)
        Cumulative effect of an accounting change                              -          3,386,207

     Cash provided by (used for) operating working capital:
        Inventories                                                    1,212,046            161,063
        Co-op advertising and other receivables                       (1,343,174)        (5,568,308)
        Prepaid expenses and other                                     4,380,898            325,137
        Accounts payable and accrued expenses                        (29,065,390)       (32,404,006)
        Income tax receivable/payable                                  2,748,819         (2,538,861)
                                                                 ------------------------------------
           Net cash provided by (used for) operating activities      (16,022,892)       (23,632,786)

INVESTING ACTIVITIES:
     Additions to Theatre properties and equipment                   (36,885,888)       (38,876,156)
     Sale of Theatre properties and equipment                          7,042,268             66,906
     Decrease in certificates of deposit                                       -          1,834,258
     Decrease in investments in and advances to affiliates            (1,112,502)         8,240,602
     Increase in deferred charges and other                            4,116,813         (7,900,973)
                                                                 -----------------------------------
        Net cash provided by (used for) investing activities         (26,839,309)       (36,635,363)

FINANCING ACTIVITIES:
     Decrease in long-term debt                                      (16,862,281)       (14,217,969)
     Increase in long-term debt                                       45,562,723         73,679,561
     Increase in deferred revenues                                    13,550,018          1,779,377
     Purchase of treasury stock                                          (34,000)                 -
     Repurchase of stock options                                         (67,452)                 -
     Minority interests in subsidiaries, net                             238,166         (7,638,346)
                                                                 -----------------------------------
        Net cash provided by (used for) financing activities          42,387,174         53,602,623

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  172,315           (433,944)
                                                                 -----------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        (302,712)        (7,099,470)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                               8,872,157         25,645,868
                                                                 -----------------------------------
     End of period                                                   $ 8,569,445       $ 18,546,398
                                                                 ===================================
</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements.

                                        5

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

1.      Interim Financial Statements

        The accompanying  condensed  consolidated financial statements have been
prepared by the Company,  without audit,  according to the rules and regulations
of the Securities and Exchange Commission.  In the opinion of management,  these
interim financial  statements reflect all adjustments (which include only normal
recurring  adjustments)  necessary  to state fairly the  financial  position and
results  of   operations   as  of  and  for  the  periods   indicated.   Certain
reclassifications  have been made to March 31, 1999  amounts to conform with the
March 31, 2000 presentation.

        These  financial  statements  should  be read in  conjunction  with  the
audited  annual  financial  statements  and the notes thereto for the year ended
December  31,  1999  included  in the  Annual  Report  filed on Form 10-K by the
Company under the Securities Exchange Act of 1934 on March 30, 2000.

        Operating  results  for the three  months  ended  March 31, 2000 are not
necessarily indicative of the results to be achieved for the full year.

2.      Foreign Currency Translation

        The  accumulated  other  comprehensive  loss in shareholders'  equity of
$28,451,952 and $31,230,379 at March 31, 2000 and December 31, 1999,
respectively,  primarily  relates to the unrealized adjustments from translating
the financial statements of Cinemark Brasil, S.A.,  Cinemark de  Mexico, S.A. de
C.V. and Cinemark Chile, S.A. into U.S. dollars.

        In 1999 and 2000, the Company was required to utilize the U.S. dollar as
the functional currency of Cinemark del Ecuador S.A. for U.S. reporting purposes
due to the highly  inflationary  economy of Ecuador.  Thus,  devaluations in the
sucre during 1999 and 2000 that affected the Company's  investment  were charged
to foreign  currency  exchange gain (loss) rather than to the accumulated  other
comprehensive loss account as a reduction to shareholders'  equity. At March 31,
2000,  the total  assets of Cinemark  del Ecuador  S.A.  were  approximately  $4
million.

3.      Comprehensive  Loss

        The following  components  are reflected in the Company's  comprehensive
loss:


<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                              March 31,
                                                                     2000                  1999
                                                               ------------------  ------------------
<S>                                                             <C>                <C>
           Net loss                                              $(5,561,686)          $(3,138,933)
           Foreign currency translation adjustment                 2,778,427           (10,433,944)
                                                               ------------------  ------------------
           Comprehensive loss                                    $(2,783,259)         $(13,572,877)
                                                               =================== ==================
</TABLE>










                                        6
<PAGE>

4.      (Gain) Loss on Sale of Assets

        In 1999, the Company  adopted Staff  Accounting  Bulletin (SAB) No. 101,
"Revenue Recognition in Financial  Statements,"  requiring that gains and losses
on sale of assets be recorded as a component of operating income.  The Company's
practice  had been to  classify  these  gains  and  losses as other  income  and
expense.  As a result  of the new  accounting  pronouncement,  the  Company  has
reclassified the gain on sale of assets of $66,906 from other income and expense
to be included as a component of operating  income in the first quarter of 1999.
The  comparable  amount in the first quarter of 2000 is a loss on sale of assets
of $251,176.

5.      Accounting for Start-up Activities and Organization Costs

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

                    United States                                 $152,966
                    Mexico                                               -
                    Brazil                                         552,488
                    Other Foreign Countries                      2,263,183
                                                                -----------
                                                                $2,968,637
                                                                ===========


6.      Earnings Per Share

        Basic net income (loss) per share is computed by dividing the net income
(loss) by the weighted  average  number of shares of Common stock of all classes
outstanding  during the period.  Diluted net income (loss) per share is computed
by dividing the net income  (loss) by the weighted  average  number of shares of
Common  stock and  potential  Common stock  outstanding  and options to purchase
Common stock using the treasury stock method. The dilutive effect of the options
to purchase Common stock are excluded from the computation of diluted net income
(loss) per share if their effect is antidilutive.


7.      Supplemental Cash Flow Information

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

                                                    Three Months Ended March 31,
                                                  2000                    1999
                                                  ----                    ----
                Cash paid for interest        $25,901,452           $22,171,834
                Cash paid for income taxes        493,256               288,267












                                        7

<PAGE>
8.      Reporting Segments

        The Company operates in a single industry as a motion picture exhibitor.
The Company is a multinational  corporation with consolidated  operations in the
United  States,  Canada,  Mexico,  Argentina,   Brazil,  Chile,  Ecuador,  Peru,
Honduras,  El  Salvador,  Nicaragua,  Costa  Rica  and  Colombia.  Revenues  and
long-lived  assets in the United States and other countries for the three months
ended March 31 are as follows: <TABLE> <CAPTION>
                                                                       Other Foreign
                      United States       Mexico          Brazil         Countries     Eliminations     Consolidated
2000
<S>                   <C>              <C>             <C>              <C>              <C>            <C>

Total revenues          $127,733,849     $14,632,489     $15,207,868      $17,522,284     $(230,912)       $174,865,578
                      =============== =============== =============== ================ ============== ==================

Long-lived assets,
net                      743,642,188      65,023,896      65,049,250       78,392,356              -        952,107,690
                      =============== =============== =============== ================ ============== ==================

1999

Total revenues          $114,820,158     $12,087,078      $9,225,861      $13,268,360     $(133,430)       $149,268,027
                      =============== =============== =============== ================ ============== ==================

Long-lived assets,
net                      624,436,974      54,486,748      45,893,367       74,907,490              -        799,724,579
                      =============== =============== =============== ================ ============== ==================
</TABLE>



































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

Results of Operations

        The  following  table  presents  certain  income  statement  items  as a
percentage of revenues.

                                                               % of Revenues
                                                             Three Months Ended
                                                                  March 31,
                                                          2000             1999
                                                         ----------------------
   Revenues:
     Admissions                                              64.3          63.8
     Concessions                                             29.8          31.3
     Other                                                    5.9           4.9
                                                            -----         -----
   Total revenues                                           100.0         100.0
   Cost of operations                                        80.3          79.2
   General and administrative expenses                        5.7           5.4
   Depreciation and amortization                              8.1           7.6
   Asset impairment loss                                      0.3           0.0
   (Gain) loss on sale of assets                              0.1         (0.0)
   Operating income                                           5.5           7.9
   Interest expense                                           9.8           9.0
   Income (loss) before income taxes and
     cumulative effect of an accounting change               (4.2)        (0.1)
   Income (loss) before cumulative effect
     of an accounting change                                 (3.2)        (0.1)
   Net income (loss)                                         (3.2)        (2.1)


Revenues

        Revenues  for the  quarter  ended  March 31,  2000  increased  to $174.9
million  from  $149.3  million for the quarter  ended  March 31,  1999,  a 17.1%
increase.   The  increase  in  revenues  for  the  first  quarter  is  primarily
attributable to a 10.3% increase in attendance as the result of the net addition
of 400 screens  since the first  quarter of 1999 and a 4.7% increase in revenues
per patron.  Revenues per average screen decreased 1.9% to $63,829 for the first
quarter of 2000 from $65,065 for the first quarter of 1999.


Cost of Operations

        Cost of operations,  as a percentage of revenues,  increased to 80.3% in
the first quarter of 2000 from 79.2% in the first quarter of 1999.  The increase
as a percentage of revenues  resulted from an increase in facility lease expense
as a  percentage  of revenues to 15.2% in 2000 from 13.8% in 1999 in addition to
an increase in concession  supplies as a percentage  of  concession  revenues to
18.6%  in  2000  from  16.0%  in 1999  as a  result  of the  greater  number  of
international theatres in operation,  offset by a decrease in salaries and wages
as a  percentage  of revenues to 12.4% in 2000 from 13.0% in 1999, a decrease in
film rentals and  advertising  expense as a percentage of admission  revenues to
51.1% in 2000 from 51.7% in 1999 and a decrease in utilities and other  expenses
as a percentage of revenues to 14.3% in 2000 from 14.5% in 1999.


General and Administrative Expenses

        General  and  administrative  expenses,  as a  percentage  of  revenues,
increased to 5.7% in the first  quarter of 2000 as compared to 5.4% in the first
quarter of 1999. The absolute level of general and administrative expenses


                                        9


<PAGE>
increased to $10.0 million in the first quarter of 2000 from $8.0 million in the
first quarter of 1999.  The increase in general and  administrative  expenses is
attributed to costs (primarily salaries and wages) associated with the continued
growth of the Company.


Depreciation and Amortization

        Depreciation  and  amortization  increased 25.7% to $14.2 million in the
first  quarter of 2000 from  $11.3  million  in the first  quarter of 1999.  The
increase is a result of the net addition of $190.4  million in theatre  property
and equipment since the first quarter of 1999, a 20.0% increase.  The difference
in the percentage  increase in  depreciation  and  amortization  compared to the
increase in theatre property and equipment is a result of the timing of when the
additions were placed in service during the period.


Asset Impairment Loss

        The Company  recorded  asset  impairment  charges of $0.4 million in the
first quarter of 2000 pursuant to Statement of Financial Standards No. 121 (FASB
121). In accordance  with FASB 121, the Company wrote down the assets of certain
theatres to their fair value.


Interest Expense

        Interest costs incurred,  including  amortization of debt issue cost and
debt discount, increased 20.5% during the first quarter of 2000 to $17.6 million
(including  capitalized  interest to properties under  construction)  from $14.6
million  (including  capitalized  interest).  The  increase  in  interest  costs
incurred  for the first  quarter of 2000 was due  principally  to an increase in
average debt  outstanding  resulting from borrowings  under the Company's Credit
Facility and increased interest rates on the Company's variable rate debt.

Income Taxes

        An income tax benefit of  $1,761,343  was recorded for the first quarter
of 2000 as compared to an income tax benefit of $10,025 in the first  quarter of
1999.  The  Company's  effective  rate for the first  quarter  of 2000 was 24.1%
compared to 5.6% in the first quarter of 1999. The net increase is mainly due to
the benefit of the alternative  minimum tax credit generated from losses carried
back to prior years.

Cumulative Effect of a Change in an Accounting Principle

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

Net Income (Loss)

        The Company realized a net loss of $5.6 million for the first quarter of
2000 in  comparison  with a net loss of $3.1  million  for the first  quarter of
1999.

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.

                                       10
<PAGE>
Liquidity and Capital Resources

        The  Company's  revenues are  collected in cash,  primarily  through box
office  receipts  and the sale of  concession  items.  Because its  revenues are
received  in cash prior to the payment of related  expenses,  the Company has an
operating  "float" and, as a result,  historically has not required  traditional
working capital financing.

        The Company's theatres are typically equipped with modern projection and
sound equipment,  with  approximately 86% of the screens operated by the Company
having been built in the 1990's.  The Company's  investing  activities have been
principally in connection with new theatre openings and acquisitions of existing
theatres  and theatre  circuits.  As of May 10,  2000,  the Company has opened 3
theatres (52 screens) and has 6 theatres  (91  screens)  under  construction  or
scheduled  to open in the  United  States by the end of 2000.  Certain  of these
theatres will be megaplexes which may cost in excess of $15 million per theatre.
The Company is  presently  committed  to opening 19 screens in the U.S. in 2001.
The  Company  currently   estimates  that  its  capital   expenditures  for  the
development  of  these  162  screens  in the  U.S.  in  2000  and  2001  will be
approximately  $90  million.  As of May  10,  2000,  the  Company  had  expended
approximately  $42 million toward the development of these screens in the United
States. The Company plans to fund capital  expenditures for its development from
cash  flow  from  operations,  borrowings  under the  Credit  Facility  and sale
leaseback transactions. As of May 10, 2000, the Company owned approximately $350
million of real  estate  and  improvements  resulting  from the  development  of
megaplex facilities over the last several years. The Company plans to enter into
sale and leaseback transactions relating to certain of these facilities provided
the  Company  can  secure  favorable  terms.  Actual  expenditures  for  theatre
development  and  acquisitions  during 2000 and 2001 are subject to change based
upon the availability of attractive opportunities for expansion of the Company's
theatre circuit.

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

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

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

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


                                       11


<PAGE>
       The  Credit  Facility  is a  reducing  revolving  credit  facility,  with
commitments   automatically   reduced  each  calendar   quarter  by  $8,750,000,
$11,812,500,  $13,125,000,  $12,031,000  and  $6,562,500  in calendar year 2001,
2002, 2003, 2004 and 2005,  respectively.  The Company is required to prepay all
loans  outstanding in excess of the aggregate  commitment as reduced pursuant to
the  terms of the  Credit  Facility.  Borrowings  are  secured  by a pledge of a
majority of the issued and  outstanding  capital  stock of the Company,  and the
credit agreement  requires that the Company  maintains certain financial ratios;
restricts  the  payment  of  dividends,  payment of  subordinated  debt prior to
maturity  and  issuance of  preferred  stock and other  indebtedness;  and other
restrictive  covenants.  Pursuant  to the terms of the  Credit  Facility,  funds
borrowed  bear  interest  at a rate per  annum  equal to the  Offshore  Rate (as
defined  in the  Credit  Facility)  or the Base Rate (as  defined  in the Credit
Facility,  as the case may be),  plus the  Applicable  Margin (as defined in the
Credit  Facility).  As of May 10, 2000,  the Company had  borrowed  $345 million
under the Credit Facility.  The effective interest rate on such borrowings as of
May 10, 2000 is 8.3% per annum.

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

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

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

        In February  2000,  the Company  repurchased  159 stock  options from an
employee of the Company for $1,674 per option and  repurchased  34 shares of its
Class B common stock as treasury stock from a former  employee of the company at
$1,000 per share.

        In 1992,  the  Company  formed  Cinemark  International  to develop  and
acquire  theatres  in  international  markets.  As of  May  10,  2000,  Cinemark
International,  through  its  affiliates,  operated 72  theatres  (630  screens)
principally in Latin America.  The following table  summarizes the Company's and
Cinemark  International's  holdings in each international  market, the number of
theatres  and  screens  in such  market  as of May 10,  2000 and the  number  of
theatres and screens under construction in 2000. <TABLE> <CAPTION>

                           Year of                               Operating              Planned Openings Through 2000
Country                   Formation      Ownership %         Theatres/Screens                 Theatres/Screens
<S>                         <C>            <C>         <C>                               <C>
Mexico                      1992             95%         22 theatres (209 screens)         4 theatres (38 screens)
Chile                       1992             98%         11 theatres (89 screens)           1 theatre (4 screens)
Argentina                   1995            100%          7 theatres (59 screens)          2 theatres (20 screens)
Brazil                      1996             60%         20 theatres (181 screens)         4 theatres (39 screens)
Ecuador                     1996             60%          2 theatres (16 screens)                     -
Peru                        1996            100%          2 theatres (21 screens)                     -
Central America             1997             50%          7 theatres (45 screens)                     -
Colombia                    1998             51%          1 theatre (10 screens)            1 theatre (6 screens)
United Kingdom              1998            100%                    N/A                               -
Taiwan                      1998             51%                    N/A                               -
Germany                     1999            100%                    N/A                    1 theatre (13 screens)

    Total                                                72 theatres (630 screens)        13 theatres (120 screens)
</TABLE>
                                       12


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

        In August 1998, the Company formed Cinemark Investments  Corporation for
the purpose of financing its Brazilian  operations by investing in foreign fixed
rate notes issued by Cinemark Brasil S.A., an indirect  Brazilian  subsidiary of
the Company.  In September 1998,  Cinemark  Investments  Corporation  executed a
credit  agreement  with  Bank of  America  that  provides  Cinemark  Investments
Corporation up to $20 million in the aggregate  under a revolving line of credit
facility (the Cinemark  Investments Credit Agreement).  The Cinemark Investments
Credit  Agreement is secured by an assignment of certain fixed rate notes issued
by Cinemark Brasil S.A. to Cinemark Investments Corporation and an unconditional
guaranty  by the  Company.  Pursuant  to the terms of the  Cinemark  Investments
Credit Agreement,  funds borrowed bear interest at a rate per annum equal to the
Offshore Rate or the Base Rate (both defined in the Cinemark  Investments Credit
Agreement)  as the  case  may  be.  As of May  12,  2000,  Cinemark  Investments
Corporation  had borrowed  $20 million  under the  Cinemark  Investments  Credit
Agreement,  the proceeds of which were used to purchase  fixed rate notes issued
by Cinemark Brasil S.A. bearing interest at 13.25%.  The effective interest rate
on such borrowings as of May 10, 2000 is 8.4% per annum.

        In September  1998, the Company  incorporated  Cinemark  Theatres   U.K.
Ltd., an English  company,  to develop  state-of-the-art multiplex  theatres  in
the United Kingdom. Cinemark Theatres U.K. Ltd. is a wholly owned subsidiary  of
the  Company.  Cinemark  Theatres  U.K. Ltd. expects to begin construction on 1
theatre (10 screens) in 2000.

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

        In November 1998,  Cinemark Mexico executed a credit agreement with Bank
of America  National Trust and Savings  Association  (the Cinemark Mexico Credit
Agreement).  The Cinemark Mexico Credit Agreement is a revolving credit facility
and  provides  for a  loan  to  Cinemark  Mexico  of up to  $30  million  in the
aggregate. The Cinemark Mexico Credit Agreement is secured by a pledge of 65% of
the stock of Cinemark de Mexico S.A. de C.V.  and an  unconditional  guaranty by
the Company.  Pursuant to the terms of the  Cinemark  Mexico  Credit  Agreement,
funds  borrowed bear interest at a rate per annum equal to the Offshore Rate (as
defined in the Cinemark Mexico Credit Agreement) or the Base Rate (as defined in
the Cinemark Mexico Credit  Agreement),  as the case may be, plus the Applicable
Margin (as defined in the Cinemark  Mexico Credit  Agreement).  Cinemark  Mexico
borrowed $30 million under the Cinemark Mexico Credit Agreement, the proceeds of
which were used to repay an  intercompany  loan of Cinemark Mexico from Cinemark
International.  Cinemark  International  used the proceeds of such  repayment to
repay all outstanding  indebtedness under its then existing credit facility. The
effective interest rate on such borrowings as of May 10, 2000 is 7.6% per annum.

        In  September  1999,  Cinemark  International,  through its wholly owned
subsidiary Cinemark Germany Gmbh, executed a lease agreement for a movie theatre
in Herne,  Germany.  The theatre (13  screens) is  scheduled to open in December
2000.

        In September 1999, Cinemark  International acquired all of the shares of
its Argentine joint venture  partner,  Prodecine S.A.,  which held the remaining
50% of the shares of Cinemark  Argentina S.A. Cinemark  International  paid $2.8
million in cash and delivered the following promissory notes bearing interest at
the rate of 10% per annum:  (a) totaling  US$2.5  million due January 2000,  (b)
totaling  US$2.5  million due April 2000,  (c) totaling  A$2.5 million pesos due
July 2000, (c) totaling A$3.5 million pesos due October 2000. The 100% interests
in Prodecine S.A., Cinemark Investments Argentina,  S.A. and Cinemark Argentina,
S.A. held by Cinemark  International  were  transferred  to one of the Company's
subsidiaries in December 1999.


                                       13


<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk

        The Company has limited  exposure to financial  market risks,  including
changes in interest rates and other relevant market prices. The Company does not
have any derivative financial instruments in place as of March 31, 2000.

        An increase or decrease in interest  rates would affect  interest  costs
relating to the Company's  variable rate credit  facilities.  The Company and/or
its subsidiaries are currently parties to such variable rate credit  facilities.
At March 31,  2000,  there was an  aggregate  of  approximately  $418 million of
variable  rate debt  outstanding  under  these  facilities.  The  Company has no
interest  rate  swaps or  other  hedging  facilities  relating  to these  credit
facilities.  These  facilities  represent  approximately  52% of  the  Company's
outstanding long-term debt. Changes in interest rate do not have a direct impact
on interest expense relating to the remaining fixed rate debt facilities.

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

<TABLE>
<CAPTION>

                                  March 31, 2000      March 31, 2000       December 31, 1999      December 31, 1999
         (in millions)            Carrying Amount    Fair Market Value      Carrying Amount       Fair Market Value
<S>                               <C>                <C>                   <C>                     <C>
Long-term debt:
        Fixed rate                     $389                $437                  $392                   $439
        Average interest rate          9.3%                                      9.3%

        Variable rate                   418                 429                   386                    394
        Average interest rate          8.2%                                      8.1%

        Long-term debt                 $807                $866                  $778                   $833
</TABLE>


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






















                                       14


<PAGE>
PART II. Other Information

Item 1. Legal Proceedings

        The Company currently is a defendant in certain  litigation  proceedings
alleging certain  violations of the Americans with Disabilities Act of 1990 (the
"ADA")relating  to the accessibility of certain theatre seating to patrons using
wheelchairs. In August 1998, the federal district judge presiding over a case in
El Paso (lara,  et al versus Cinemark USA, Inc.) granted  plaintiffs  motion for
summary judgement ruling the Company's stadium theatre design is in violation of
the ADA. The Company appealed this ruling to the Fifth Circuit Court of Appeals.
In April 2000,  the Fifth  Circuit  Court of Appeals  reversed the ruling of the
federal  district judge and rendered  judgement in favor of the Company  holding
that the  Company's  theatre  subject to the lawsuit  complied with the ADA. The
Company is now seeking  dismissals of similar  cases pending in Texas.  Although
the Company cannot  predict the final  resolution of this case or the outcome of
the other cases, management believes that the Company's potential liability with
respect to such  proceedings  is not material in the  aggregate to the Company's
financial position, results of operations and cash flows.

        Reference is also made to Item 3 of the Company's  Annual Report on Form
10-K for the fiscal year ended December 31, 1999.

Item 2. Change in Securities and Use of Proceeds

        Not Applicable

Item 3. Defaults upon Senior Securities

        Not Applicable

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

        There have not been any matters  submitted to a vote of security holders
during  the first  quarter  of 2000  through  the  solicitation  of  proxies  or
otherwise.

Item 5. Other Information

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

Item 6. Exhibits and Reports on Form 8-K
        a)     Supplemental schedules specified by the Senior Notes indenture:

                   Condensed Consolidating Balance Sheet
                   (unaudited) as of March 31, 2000

                   Condensed Consolidating Statement of
                   Operations (unaudited) for the three months
                   ended March 31, 2000

                   Condensed  Consolidating  Statement of Cash Flow  (unaudited)
                   for the three months ended March 31, 2000

        b)     Reports on Form 8-K

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

                                       15

<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                              AS OF MARCH 31, 2000
                                   (Unaudited)

                                                       Restricted       Unrestricted
                                                         Group            Group        Eliminations        TOTAL
                                                     -----------------------------------------------------------------
<S>                                                 <C>               <C>              <C>             <C>
                  ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                           $ 2,280,043     $ 6,289,402             $ -       $ 8,569,445
    Inventories                                           2,923,819         598,655               -         3,522,474
    Co-op advertising and other receivables             (17,060,318)     30,598,453        (127,490)       13,410,645
    Tax receivable                                        1,205,239          66,018               -         1,271,257
    Prepaid expenses and other                            2,830,808         297,016               -         3,127,824
                                                     -----------------------------------------------------------------
       Total current assets                              (7,820,409)     37,849,544        (127,490)       29,901,645

THEATRE PROPERTIES AND EQUIPMENT                      1,015,502,155     127,218,379               -     1,142,720,534
    Less accumulated depreciation and amortization     (171,102,002)    (19,510,842)              -      (190,612,844)
                                                     -----------------------------------------------------------------
       Theatre properties and equipment - net           844,400,153     107,707,537               -       952,107,690

OTHER ASSETS:
    Certificates of deposit                                       -               -               -                 -
    Investments in and advances to affiliates           113,228,615         732,676    (110,500,880)        3,460,411
    Goodwill - net                                       10,018,059       8,229,950               -        18,248,009
    Deferred charges and other - net                     39,022,043       7,824,052               -        46,846,095
                                                     -----------------------------------------------------------------
       Total other assets                               162,268,717      16,786,678    (110,500,880)       68,554,515
                                                     -----------------------------------------------------------------
TOTAL                                                 $ 998,848,461    $ 162,343,759   $(110,628,370)  $ 1,050,563,850
                                                     =================================================================

        LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt                   $ 1,178,142     $20,596,899             $ -      $ 21,775,041
    Current income taxes payable                          1,981,674           2,256               -         1,983,930
    Accounts payable and other accrued expenses          88,751,790      10,921,925        (127,490)       99,546,225
                                                     -----------------------------------------------------------------
       Total current liabilities                         91,911,606      31,521,080        (127,490)      123,305,196
LONG-TERM LIABILITIES:
    Senior credit agreements                            362,281,839      42,811,951               -       405,093,790
    Senior subordinated debt                            380,237,563               -               -       380,237,563
    Deferred lease expenses                              16,613,314         335,402               -        16,948,716
    Deferred gain on sale leaseback                       5,378,901               -               -         5,378,901
    Deferred income taxes                                12,836,783         (45,613)              -        12,791,170
    Deferred revenues                                    14,865,501         110,989               -        14,976,490
                                                       ---------------------------------------------------------------
       Total long-term liabilities                      792,213,901      43,212,729               -       835,426,630

MINORITY INTERESTS IN SUBSIDIARIES                        5,897,217      24,597,828               -        30,495,045

SHAREHOLDERS' EQUITY:
    Class A common stock, $.01 par value: 10,000,000 shares
       authorized, 1,500 shares issued and outstanding           15              -                -                15
    Class B common stock, no par value: 1,000,000 shares
       authorized, 234,197 shares issued                 49,537,731      10,901,000     (10,901,000)       49,537,731
    Additional paid-in-capital                           13,728,565      99,640,544     (99,599,880)       13,769,229
    Unearned compensation - stock options                (2,864,120)              -               -        (2,864,120)
    Retained earnings                                    84,100,430     (30,521,464)              -        53,578,966
    Treasury stock, 57,245 Class B shares at cost       (24,232,890)              -               -       (24,232,890)
    Accumulated other comprehensive loss                (11,443,994)    (17,007,958)              -       (28,451,952)
                                                     -----------------------------------------------------------------
       Total shareholders' equity                       108,825,737      63,012,122    (110,500,880)       61,336,979
                                                     -----------------------------------------------------------------
TOTAL                                                 $ 998,848,461    $ 162,343,759   $(110,628,370)  $ 1,050,563,850
                                                     =================================================================

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

                                       16

<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Unaudited)

                                                             Restricted      Unrestricted
                                                               Group            Group        Eliminations       TOTAL
                                                           ----------------------------------------------------------------
<S>                                                        <C>              <C>              <C>            <C>
REVENUES:
    Admissions                                               $94,102,537      $18,384,308             $ -     $112,486,845
    Concessions                                               46,264,121        5,859,936               -       52,124,057
    Other                                                      9,425,959        1,059,629        (230,912)      10,254,676
                                                           ----------------------------------------------------------------
                  Total                                      149,792,617       25,303,873        (230,912)     174,865,578

COSTS AND EXPENSES:
    Cost of operations:
       Film rentals and advertising                           48,356,784        9,091,155               -       57,447,939
       Concession supplies                                     7,742,529        1,970,709               -        9,713,238
       Salaries and wages                                     19,594,314        2,055,172               -       21,649,486
       Facility leases                                        22,493,418        4,140,567               -       26,633,985
       Utilities and other                                    22,637,332        2,551,714        (230,912)      24,958,134
                                                           ----------------------------------------------------------------
                  Total                                      120,824,377       19,809,317        (230,912)     140,402,782

    General and administrative expenses                        8,074,732        1,937,161               -       10,011,893
    Depreciation and amortization                             11,096,584        3,118,869               -       14,215,453
    Asset impairment loss                                        440,000                -               -          440,000
    (Gain) loss on sale of assets                                251,201              (25)              -          251,176
                                                           ----------------------------------------------------------------
                  Total                                      140,686,894       24,865,322        (230,912)     165,321,304

OPERATING INCOME                                               9,105,723          438,551               -        9,544,274

OTHER INCOME (EXPENSE):
    Interest expense                                         (15,468,417)      (1,421,535)              -      (16,889,952)
    Amortization of debt issue cost                             (193,536)          (8,333)              -         (201,869)
    Amortization of bond discount                                (43,625)               -               -          (43,625)
    Interest income                                              248,268           66,384               -          314,652
    Foreign currency exchange gain (loss)                        129,763          209,908               -          339,671
    Equity in income of affiliates                                23,023           35,333               -           58,356
    Minority interests in subsidiaries                          (444,820)             284               -         (444,536)
                                                           ----------------------------------------------------------------
                  Total                                      (15,749,344)      (1,117,959)              -      (16,867,303)
                                                           ----------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES                             (6,643,621)        (679,408)              -       (7,323,029)

Income taxes (benefit)                                        (1,481,532)        (279,811)              -       (1,761,343)
                                                            ---------------------------------------------------------------
NET INCOME (LOSS)                                            $(5,162,089)      $ (399,597)            $ -     $ (5,561,686)
                                                            ===============================================================

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

                                       17


<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Unaudited)

                                                            Restricted      Unrestricted
                                                               Group            Group        Eliminations       TOTAL
                                                           ---------------------------------------------------------------
<S>                                                        <C>              <C>              <C>             <C>
OPERATING ACTIVITIES:
    Net Income (loss)                                       $ (5,162,089)      $ (399,597)           $ -     $ (5,561,686)

    Noncash items in net income:
       Depreciation                                           10,803,559        2,806,366              -       13,609,925
       Amortization - goodwill and other assets                  293,025          312,503              -          605,528
       Loss on impairment of assets                              440,000                -              -          440,000
       Amortization of gain on sale leaseback                    (91,480)               -              -          (91,480)
       Deferred lease expenses                                   716,351           43,565              -          759,916
       Amortization of prepaid leases                            350,549          224,347              -          574,896
       Deferred income tax expense                            (5,244,470)         (52,364)             -       (5,296,834)
       Amortization of debt discount and premium                  (7,126)               -              -           (7,126)
       Amortized compensation - stock options                    269,830                -              -          269,830
       Compensation expense related to repurchase of
         stock options                                           103,584                -              -          103,584
       (Gain) loss on sale of assets                             251,201              (25)             -          251,176
       Equity in income of affiliates                            (23,023)         (35,333)             -          (58,356)
       Minority interests in income (loss) of subsidiaries       444,820             (284)             -          444,536

    Cash provided by (used for) operating working capital:
       Inventories                                               508,287          703,759              -        1,212,046
       Co-op advertising and other receivables                (5,240,171)       4,011,329       (114,332)      (1,343,174)
       Prepaid expenses and other                              4,529,332         (148,434)             -        4,380,898
       Accounts payable and accrued expenses                 (28,846,634)        (333,088)       114,332      (29,065,390)
       Income tax receivable/payable                           2,812,581          (63,762)             -        2,748,819
                                                           ---------------------------------------------------------------
           Net cash used for operating activities            (23,091,874)       7,068,982              -      (16,022,892)

INVESTING ACTIVITIES:
    Additions to Theatre properties and equipment            (29,790,462)      (7,095,426)             -      (36,885,888)
    Sale of Theatre properties and equipment                   7,042,243               25              -        7,042,268
    Decrease (increase) in other assets, investments in
       and advances to affiliates                              5,366,764       (2,362,453)             -        3,004,311
                                                           ---------------------------------------------------------------
       Net cash provided by (used for) investing activities  (17,381,455)      (9,457,854)             -      (26,839,309)

FINANCING ACTIVITIES:
    Decrease in long-term debt                               (15,073,696)      (1,788,585)             -      (16,862,281)
    Increase in long-term debt                                42,606,648        2,956,075              -       45,562,723
    Increase in deferred revenues                             13,472,174           77,844              -       13,550,018
    Purchase of treasury stock                                   (34,000)               -              -          (34,000)
    Repurchase of stock options                                  (67,452)               -              -          (67,452)
    Minority interests in subsidiaries, net                     (723,653)         961,819              -          238,166
                                                           ---------------------------------------------------------------
       Net cash provided by (used for) financing activities   40,180,021        2,207,153              -       42,387,174

EFFECT OF EXCHANGE RATE CHANGES ON CASH                           62,985          109,330              -          172,315
                                                           ---------------------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (230,323)         (72,389)             -         (302,712)

CASH AND CASH EQUIVALENTS:
    Beginning of period                                        2,510,366        6,361,791              -        8,872,157
                                                           ---------------------------------------------------------------
    End of period                                            $ 2,280,043      $ 6,289,402            $ -      $ 8,569,445
                                                           ===============================================================

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

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<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 10, 2000


                               /s/Robert Copple
                               Robert Copple
                               Senior Vice President and
                               Chief Financial Officer



































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