SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                For the quarterly period ended September 30, 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 November  14,  2002,  1,500 shares of Class A common stock and 182,648
shares of Class B common stock were outstanding.


<PAGE>


                       CINEMARK USA, INC. AND SUBSIDIARIES

                                      Index

                                                                            Page
                                                                            ----

PART I         FINANCIAL INFORMATION

      Item 1.  Financial Statements

               Condensed Consolidated Balance Sheets
                   as of September 30, 2002 (unaudited)
                   and December 31, 2001                                      4

               Condensed Consolidated Statements of Income
                   (unaudited) for the three and nine month
                   periods ended September 30, 2002 and 2001                  5

               Condensed Consolidated Statements of Cash
                   Flows (unaudited) for the nine month
                   periods ended September 30, 2002 and 2001                  6

               Notes to Condensed Consolidated Financial
                   Statements (unaudited)                                     7

      Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of
                   Operations                                                 16

      Item 3.  Quantitative and Qualitative Disclosures
                   About Market Risk                                          28

      Item 4.  Controls and Procedures                                        29


PART II        OTHER INFORMATION

      Item 1.  Legal Proceedings                                              30

      Item 2.  Changes in Securities and Use of Proceeds                      30

      Item 3.  Defaults Upon Senior Securities                                30

      Item 4.  Submission of Matters to a Vote of Security Holders            30

      Item 5.  Other Information                                              30

      Item 6.  Exhibits and Reports on Form 8-K                               30


SIGNATURES                                                                    32


                                        2


<PAGE>

            CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This quarterly report on Form 10-Q includes  "forward-looking  statements" based
on the Company's current  expectations,  assumptions,  estimates and projections
about the Company's  and its  subsidiaries'  business and industry.  The Company
intends that this quarterly report be governed by the "safe harbor" provision of
the  Private  Securities  Litigation  Reform Act of 1995 (the  "PSLR  Act") with
respect to statements that may be deemed to be forward-looking  statements under
the PSLR Act. They include statements relating to:

     o   future revenues, expenses and profitability;
     o   the future development and expected growth of the Company's business;
     o   projected capital expenditures;
     o   attendance at movies  generally,  or in any of the markets in which the
         Company operates, the number or diversity of popular movies released or
         the  Company's  ability to  successfully  license and  exhibit  popular
         films;
     o   competition from other exhibitors; and
     o   determinations in lawsuits in which the Company is a defendant.

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


                                        3


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

                      CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                              September 30,         December 31,
                                                                                  2002                  2001
                                                                               (Unaudited)
                                                                             ------------------------------------
<S>                                                                          <C>                  <C>
                                     ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                                $   52,793,163       $   50,199,223
    Inventories                                                                   3,141,157            3,322,032
    Accounts receivable                                                          10,055,299           11,049,648
    Income tax receivable                                                         2,071,067            1,438,794
    Prepaid expenses and other                                                    3,847,830            3,246,829
                                                                             ------------------------------------
      Total current assets                                                       71,908,516           69,256,526

THEATRE PROPERTIES AND EQUIPMENT                                              1,150,867,720        1,201,334,337
    Less accumulated depreciation and amortization                             (364,361,409)        (334,927,920)
                                                                             ------------------------------------
      Theatre properties and equipment - net                                    786,506,311          866,406,417

OTHER ASSETS
    Goodwill - net                                                               10,505,022           15,124,954
    Investments in and advances to affiliates                                     4,173,168            4,447,003
    Deferred tax asset                                                                  -              3,716,206
    Deferred charges and other - net                                             31,458,175           37,592,644
                                                                             ------------------------------------
      Total other assets                                                         46,136,365           60,880,807
                                                                             ------------------------------------

TOTAL                                                                        $  904,551,192       $  996,543,750
                                                                             ====================================

                      LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
    Current portion of long-term debt                                        $   48,079,072       $   21,853,742
    Accounts payable and accrued expenses                                        81,358,854          117,501,526
                                                                             ------------------------------------
      Total current liabilities                                                 129,437,926          139,355,268

LONG-TERM LIABILITIES
    Senior credit agreements                                                    304,258,896          378,914,750
    Senior subordinated notes                                                   380,166,294          380,187,674
    Deferred lease expenses                                                      24,336,190           22,832,388
    Deferred gain on sale leasebacks                                              4,464,100            4,738,540
    Deferred income taxes                                                         8,832,208                  -
    Deferred revenues and other long-term liabilities                             5,875,302            9,824,212
                                                                             ------------------------------------
      Total long-term liabilities                                               727,932,990          796,497,564

COMMITMENTS AND CONTINGENCIES (see Note 10)                                             -                    -

MINORITY INTERESTS IN SUBSIDIARIES                                               24,867,705           35,353,662

SHAREHOLDER'S EQUITY (As restated at December 31, 2001, see Note 11)
    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                                                   11,700,561           15,097,709
    Unearned compensation - stock options                                               -             (4,226,004)
    Retained earnings                                                            75,932,600           44,696,299
    Treasury stock, 57,245 Class B shares at cost                               (24,232,890)         (24,232,890)
    Accumulated other comprehensive loss                                        (90,631,142)         (55,541,300)
                                                                             ------------------------------------
      Total shareholder's equity                                                 22,312,571           25,337,256
                                                                             ------------------------------------

TOTAL                                                                        $  904,551,192       $  996,543,750
                                                                             ====================================

See Notes to Condensed Consolidated Financial Statements
</TABLE>


                                       4


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

                                                             THREE MONTHS ENDED SEPTEMBER 30,      NINE MONTHS ENDED SEPTEMBER 30,
                                                                 2002               2001               2002               2001
                                                            ---------------------------------     ---------------------------------
<S>                                                         <C>                <C>                <C>               <C>
REVENUES
    Admissions                                              $ 147,393,762      $ 155,650,014      $ 455,200,470      $ 413,493,159
    Concession                                                 72,456,441         72,910,728        221,827,261        192,456,710
    Other                                                      12,536,251         11,459,823         35,510,166         32,499,627
                                                            ---------------------------------     ---------------------------------
           Total                                              232,386,454        240,020,565        712,537,897        638,449,496

COSTS AND EXPENSES
    Cost of operations:
       Film rentals and advertising                            77,488,441         83,852,286        244,106,792        220,838,403
       Concession supplies                                     13,318,849         12,986,228         39,076,003         33,489,939
       Salaries and wages                                      25,305,699         24,316,891         73,833,703         68,173,189
       Facility leases                                         29,153,620         28,883,312         87,429,023         85,807,545
       Utilities and other                                     25,215,186         26,120,153         78,344,938         76,825,525
                                                            ---------------------------------     ---------------------------------
           Total cost of operations                           170,481,795        176,158,870        522,790,459        485,134,601

    General and administrative expenses                         9,717,217         10,355,585         32,175,796         30,545,793
    Depreciation and amortization                              16,574,582         21,822,417         50,587,100         55,507,230
    Asset impairment loss                                             -                  -              781,776            450,000
    (Gain) loss on sale of assets and other                       (86,891)         2,653,400            726,033          4,484,486
                                                            ---------------------------------     ---------------------------------
           Total costs and expenses                           196,686,703        210,990,272        607,061,164        576,122,110

OPERATING INCOME                                               35,699,751         29,030,293        105,476,733         62,327,386

OTHER INCOME (EXPENSE)
    Interest expense                                          (13,423,014)       (16,885,200)       (42,229,814)       (53,997,718)
    Amortization of debt issue cost and debt discount            (634,795)          (641,276)        (1,904,385)        (1,927,533)
    Interest income                                               721,070            444,469          1,719,125          1,163,659
    Foreign currency exchange loss                             (3,864,034)        (1,961,853)        (6,185,798)        (4,493,223)
    Equity in income (loss) of affiliates                         340,079           (947,479)           553,087         (2,404,043)
    Minority interests in loss of subsidiaries                    741,351            289,780              5,625            985,549
                                                            ---------------------------------     ---------------------------------
           Total                                              (16,119,343)       (19,701,559)       (48,042,160)       (60,673,309)
                                                            ---------------------------------     ---------------------------------

INCOME BEFORE INCOME TAXES AND
    CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE                  19,580,408          9,328,734         57,434,573          1,654,077

Income taxes                                                    9,244,432          3,760,764         22,808,493          1,075,150
                                                            ---------------------------------     ---------------------------------

INCOME BEFORE CUMULATIVE EFFECT
    OF AN ACCOUNTING CHANGE                                    10,335,976          5,567,970         34,626,080            578,927

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

NET INCOME                                                  $  10,335,976      $   5,567,970      $  31,236,301      $     578,927
                                                            =================================     =================================

EARNINGS PER SHARE:
    Basic:
       Income before accounting change                            $ 56.13            $ 31.10           $ 188.03             $ 3.23
       Cumulative effect of an accounting change                       -                  -              (18.40)                -
                                                            ---------------------------------     ---------------------------------
       Net income                                                 $ 56.13            $ 31.10           $ 169.63             $ 3.23
                                                            =================================     =================================
    Diluted:
       Income before accounting change                            $ 56.13            $ 29.22           $ 188.03             $ 3.04
       Cumulative effect of an accounting change                       -                  -              (18.40)                -
                                                            ---------------------------------     ---------------------------------
       Net income                                                 $ 56.13            $ 29.22           $ 169.63             $ 3.04
                                                            =================================     =================================

See Notes to Condensed Consolidated Financial Statements
</TABLE>


                                       5


<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                                                  2002                2001
                                                                             ---------------------------------
<S>                                                                          <C>                  <C>
OPERATING ACTIVITIES
    Net income                                                               $ 31,236,301         $   578,927

    Noncash items in net income:
        Depreciation                                                           50,012,000          53,359,102
        Amortization of goodwill and other assets                                 575,099           2,148,128
        Amortization of foreign advanced rents                                  1,384,512           1,625,899
        Amortized compensation - stock options                                    828,856             500,988
        Amortization of debt issue costs                                        1,699,759           1,722,908
        Amortization of gain on sale leasebacks                                  (274,440)           (274,441)
        Amortization of debt discount and premium                                 (21,380)            (21,381)
        Amortization of deferred revenues                                      (3,639,678)         (7,106,122)
        Loss on impairment of assets                                              781,776             450,000
        Loss on sale of assets and other                                          726,033           4,484,486
        Deferred lease expenses                                                 1,503,802           1,767,857
        Deferred income tax expenses                                           12,548,414          (1,550,331)
        Equity in (income) loss of affiliates                                    (553,087)          2,404,043
        Minority interests in loss of subsidiaries                                 (5,625)           (985,549)
        Cumulative effect of an accounting change                               3,389,779                 -

    Changes in assets and liabilities:
        Inventories                                                               180,875             531,782
        Accounts receivable                                                       994,349          (1,221,829)
        Prepaid expenses and other                                               (601,001)           (220,557)
        Other assets                                                            3,146,854             683,434
        Advances with affiliates                                                  232,582             (43,023)
        Accounts payable and accrued expenses                                 (22,654,323)        (34,233,316)
        Other long-term liabilities                                              (309,232)          1,471,733
        Income tax receivable/payable                                            (632,273)            806,731
                                                                             ---------------------------------

        Net cash provided by operating activities                              80,549,952          26,879,469

INVESTING ACTIVITIES
    Additions to theatre properties and equipment                             (17,144,549)        (19,188,088)
    Sale of theatre properties and equipment                                    1,725,279           4,582,715
    Investment in affiliates                                                          -              (379,373)
    Dividends/capital returned from affiliates                                    594,340                 -
                                                                             ---------------------------------

        Net cash used for investing activities                                (14,824,930)        (14,984,746)

FINANCING ACTIVITIES
    Increase in long-term debt                                                 44,745,196          78,582,285
    Decrease in long-term debt                                                (90,984,320)        (83,200,400)
    Increase in minority investment in subsidiaries                               421,855           5,429,373
    Decrease in minority investment in subsidiaries                           (10,902,187)         (6,615,054)
                                                                             ---------------------------------

        Net cash used for financing activities                                (56,719,456)         (5,803,796)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
    CASH EQUIVALENTS                                                           (6,411,626)         (1,028,058)
                                                                             ---------------------------------

INCREASE IN CASH AND CASH EQUIVALENTS                                           2,593,940           5,062,869

CASH AND CASH EQUIVALENTS:
    Beginning of period                                                        50,199,223          19,839,994
                                                                             ---------------------------------

    End of period                                                            $ 52,793,163        $ 24,902,863
                                                                             =================================

SUPPLEMENTAL INFORMATION (see Note 5)

See Notes to Condensed Consolidated Financial Statements
</TABLE>


                                       6


<PAGE>


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

1.  The Company and Basis of Presentation

        Cinemark USA, Inc. and its  subsidiaries  (the  "Company") is one of the
leaders  in the  motion  picture  exhibition  industry  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  9 theatres  (71  screens) at September  30,
2002.

        The condensed  consolidated  financial  statements have been prepared by
the Company,  without audit, in accordance with accounting  principles generally
accepted  in the  United  States  of  America  ("U.S.")  for  interim  financial
information  and the  rules  and  regulations  of the  Securities  and  Exchange
Commission.  Accordingly, certain information and footnote disclosures typically
included in an Annual Report have been  condensed or omitted for this  Quarterly
Report. 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 present fairly
in all material respects the financial position,  results of operations and cash
flows  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 consolidation.

        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 and the  amended  Annual  Report  filed June 28, 2002 on Form 10-K/A by the
Company under the  Securities  Exchange Act of 1934.  Operating  results for the
three and nine  month  periods  ended  September  30,  2002 are not  necessarily
indicative   of  the  results  to  be  achieved  for  the  full  year.   Certain
reclassifications  have been made to the 2001 financial statements to conform to
the 2002 presentation.

        On May 16,  2002,  Cinemark,  Inc.  was formed as the  Delaware  holding
company of Cinemark USA, Inc.  Under a share exchange  agreement,  dated May 17,
2002, and after giving effect to a reverse stock split, each outstanding  share,
and each outstanding option to purchase shares of the Company were exchanged for
shares,  and  options  to  purchase  shares,  respectively,  of common  stock of
Cinemark, Inc.


                                        7


<PAGE>


2.  Earnings Per Share

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

<TABLE>
<CAPTION>
                                                                          Three Months Ended              Nine Months Ended
                                                                             September 30,                  September 30,
                                                                         2002            2001            2002           2001
                                                                         ----            ----            ----           ----
<S>                                                                  <C>              <C>            <C>               <C>
        Income before cumulative effect of an accounting change      $10,335,976      $5,567,970     $34,626,080       $578,927
                                                                     ===========      ==========     ===========       ========

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

        Income before cumulative effect of an accounting
         change per common share                                          $56.13          $31.10         $188.03          $3.23
                                                                          ======          ======         =======          =====

        Diluted:
        Weighted average common shares outstanding                       184,148         179,037         184,148        179,037
        Common equivalent shares for stock options                           -            11,546             -           11,683
                                                                         -------         -------         -------        -------
        Weighted average common and common equivalent shares
         outstanding                                                     184,148         190,583         184,148        190,720
                                                                         =======         =======         =======        =======

        Income before cumulative effect of an accounting
         change per common and common equivalent share                    $56.13          $29.22         $188.03          $3.04
                                                                          ======          ======         =======          =====

</TABLE>

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

        The dilutive  effect of the options to purchase common stock is excluded
from  the   computation   of  diluted  income  per  share  if  their  effect  is
antidilutive.  No options to purchase  shares of common stock have been excluded
from the  diluted  income  per share  calculation  for the  three or nine  month
periods ended September 30, 2001 as a result of antidilution.

        On May 16,  2002,  Cinemark,  Inc.  was formed as the  Delaware  holding
company of Cinemark USA, Inc.  Under a share exchange  agreement,  dated May 17,
2002, and after giving effect to a reverse stock split, each outstanding  share,
and each outstanding option to purchase shares of the Company were exchanged for
shares,  and  options  to  purchase  shares,  respectively,  of common  stock of
Cinemark,  Inc. As a result,  weighted average common shares outstanding for the
three and nine month periods ended  September 30, 2002 do not include options to
purchase shares of Cinemark, Inc.'s common stock.

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               Nine Months Ended
                                                                             September 30,                   September 30,
                                                                         2002            2001            2002            2001
                                                                         ----            ----            ----            ----
<S>                                                                  <C>             <C>             <C>             <C>
        Net income                                                   $10,335,976      $5,567,970     $31,236,301        $578,927
        Foreign currency translation adjustment                       (8,492,818)     (7,485,039)    (35,089,842)     (9,446,678)
                                                                     ------------    ------------    ------------     -----------
        Comprehensive income (loss)                                   $1,843,158     $(1,917,069)    $(3,853,541)    $(8,867,751)
                                                                     ============    ============    ============    ============

</TABLE>


                                        8


<PAGE>


4.  Foreign Currency Translation

        The accumulated  other  comprehensive  loss in  shareholder's  equity of
$90,631,142  and  $55,541,300  at  September  30, 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. and
Cinemark de Mexico, S.A. de C.V. into U.S. dollars.

        For 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 and transfers
of funds  abroad in early  January  2002.  The  Argentine  government  ended the
peso-dollar  parity regime and  established a dual exchange rate system,  with a
"commercial  rate" and a "market rate".  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) is reflected as a  cumulative  foreign  currency
translation  adjustment to the accumulated other comprehensive loss account as a
reduction of shareholder's 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 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  September  30, 2002,  the floating
rate was 3.7 pesos to the U.S.  dollar.  As a result,  the effect of translating
the  September  30,  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
shareholder's  equity in the amount of $14.3  million  at  September  30,  2002.
Income and expense  accounts from January through  September 2002 were converted
into U.S. dollars at the prevailing average floating rate for each of those nine
months.

        On September 30, 2002,  the exchange rate for the Brazilian real was 3.9
reais to the U.S.  dollar (the exchange rate was 2.3 reais to the U.S. dollar at
December 31, 2001).  As a result,  the effect of  translating  the September 30,
2002 real 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 shareholder's equity in
the amount of $10.7 million at September 30, 2002.

        On September  30, 2002,  the exchange rate for the Mexican peso was 10.2
pesos to the U.S.  dollar (the exchange rate was 9.2 pesos to the U.S. dollar at
December 31, 2001).  As a result,  the effect of  translating  the September 30,
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 shareholder's equity in
the amount of $8.1 million at September 30, 2002.

        In  2001  and  2002,  all  foreign   countries  where  the  Company  has
operations,  including  Argentina,  Brazil and Mexico,  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
shareholder's equity.

5.  Supplemental Cash Flow Information

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

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                             September 30,
                                                                             -------------
                                                                         2002            2001
                                                                         ----            ----
<S>                                                                  <C>             <C>
        Cash paid for interest                                       $50,173,593     $64,255,676
        Cash paid for income taxes (net of refunds)                   10,966,070       1,868,063

</TABLE>


                                        9


<PAGE>


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 nine months ended September 30 are as follows:

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                             September 30,
                                                                             -------------
        Revenues                                                         2002            2001
        --------                                                         ----            ----
<S>                                                                 <C>              <C>
        U.S. and Canada                                             $546,110,817     $478,471,719
        Mexico                                                        66,448,495       58,005,152
        Brazil                                                        52,516,519       47,607,208
        Other foreign countries                                       48,170,534       55,103,127
        Eliminations                                                    (708,468)        (737,710)
                                                                    -------------    -------------
        Total                                                       $712,537,897     $638,449,496
                                                                    =============    =============

</TABLE>

        Long-lived  assets in the United States and Canada,  Mexico,  Brazil and
other foreign countries as of September 30 are as follows:

<TABLE>
<CAPTION>
                                                                             September 30,
                                                                             -------------
        Long-Lived Assets                                                2002            2001
        -----------------                                                ----            ----
<S>                                                                 <C>              <C>
        U.S. and Canada                                             $640,253,838     $700,986,943
        Mexico                                                        66,636,219       74,790,946
        Brazil                                                        35,601,579       51,593,936
        Other foreign countries                                       44,014,675       70,656,059
                                                                    ------------     ------------
        Total                                                       $786,506,311     $898,027,884
                                                                    ============     ============

</TABLE>

7.  Accounting for Derivative Instruments and Hedging Activities

        The Company's condensed  consolidated balance sheets as of September 30,
2002 and December 31, 2001 include an interest  rate cap  agreement  recorded at
its fair value of $0.2 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  nine  month  periods  ended
September  30,  2002  and  2001,  a loss  of  $0.9  million  and  $1.3  million,
respectively,  has been  recorded  as a  component  of  interest  expense in the
condensed  consolidated  statements  of income to recognize  the decrease in the
fair value of the derivative asset.

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>

                                       10


<PAGE>


        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 nine month period ended  September 30, 2002  (recorded
as a component of asset impairment loss in the condensed consolidated statements
of income). The additional impairment of goodwill relates to further write-downs
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 nine month period ended September 30, 2002.

        The Company's other intangible  assets (included in deferred charges and
other on the Company's  condensed  consolidated  balance sheets) 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                 169,116         (152,953)              16,163
                                             ----------        ----------          ----------
                                             $9,389,438        $(868,246)          $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  capitalized licensing fees have definite useful lives and
thus are  continuing to be amortized  over their  remaining  useful  lives.  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  other  intangible  assets at  September  30, 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        $(941,667)          $8,058,333
        Non-compete fee                          72,403          (72,403)                 -
                                                 ------          --------              ------
                                             $9,072,403      $(1,014,070)          $8,058,333
                                             ==========      ============          ==========

        Unamortized Intangible Assets:
        Trademarks                             $147,919        $(147,919)             $   -
        Other intangible assets                 169,116         (152,953)              16,163
                                                -------         ---------              ------
                                               $317,035        $(300,872)             $16,163
                                               ========        ==========             =======

    Aggregate Amortization Expense:
    For the nine month period ended September 30, 2002          $575,099
                                                                ========

</TABLE>


                                       11


<PAGE>


        Aggregate amortization expense for the nine month period ended September
30, 2002 consists of $382,528 of  amortization  of other  intangible  assets and
$192,571 of amortization of other assets (both of which are included in deferred
charges and other on the Company's condensed consolidated balance sheets).

<TABLE>
<CAPTION>
        Estimated Amortization Expense of Other Intangible Assets:
<S>                                                                                     <C>
        For the year ended December 31, 2002                                            $507,528
        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

</TABLE>

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

<TABLE>
<CAPTION>
                                                                          Three Months Ended              Nine Months Ended
                                                                             September 30,                  September 30,
                                                                         2002            2001            2002           2001
                                                                         ----            ----            ----           ----
<S>                                                                  <C>              <C>            <C>             <C>
        Reported net income                                          $10,335,976      $5,567,970     $31,236,301       $578,927
        Add back: Cumulative effect of an accounting change                  -               -         3,389,779            -
        Add back: Goodwill amortization                                      -           633,126             -        1,351,217
        Add back: Other intangible asset amortization                        -             8,382             -           25,146
                                                                     -----------      ----------     -----------     ----------
        Adjusted net income                                          $10,335,976      $6,209,478     $34,626,080     $1,955,290
                                                                     ===========      ==========     ===========     ==========

        Basic earnings per share:
        Reported net income                                               $56.13          $31.10         $169.63          $3.23
        Add back: Cumulative effect of an accounting change                   -               -            18.40             -
        Add back: Goodwill amortization                                       -             3.53              -            7.55
        Add back: Other intangible asset amortization                         -              .05              -             .14
                                                                          ------          ------         -------         ------
        Adjusted net income                                               $56.13          $34.68         $188.03         $10.92
                                                                          ======          ======         =======         ======

        Diluted earnings per share:
        Reported net income                                               $56.13          $29.22         $169.63          $3.04
        Add back: Cumulative effect of an accounting change                   -               -            18.40             -
        Add back: Goodwill amortization                                       -             3.32              -            7.08
        Add back: Other intangible asset amortization                         -              .04              -             .13
                                                                          ------          ------         -------         ------
        Adjusted net income                                               $56.13          $32.58         $188.03         $10.25
                                                                          ======          ======         =======         ======

</TABLE>

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 establishes accounting standards
for recognition and measurement of the fair value of obligations associated with
the  retirement of long-lived  assets when there is a legal  obligation to incur
such costs.  Under SFAS No. 143, the costs of retiring an asset will be recorded
as a liability  when the retirement  obligation  arises and will be amortized to
expense  over the life of the asset.  SFAS No. 143 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
condensed consolidated financial statements.


                                       12


<PAGE>


        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 condensed 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.  Upon  adoption  of  SFAS  No.  145,  any  gain or loss on  early
extinguishment  of debt would be classified as income from operations  unless it
meets  the  criteria  for  extraordinary   treatment  set  forth  in  Accounting
Principles  Board  Opinion  No. 30. The  Company is  currently  considering  the
impact,  if any, that this  statement  will have on the  condensed  consolidated
financial statements.

        In September 2002, the Financial  Accounting Standards Board issued SFAS
No. 146,  "Accounting for Costs  Associated  with Exit or Disposal  Activities."
This  Statement  requires  recording  costs  associated  with  exit or  disposal
activities  at their fair  values  when a  liability  has been  incurred.  Under
previous guidance,  certain exit costs were accrued upon management's commitment
to an exit  plan,  which  is  generally  before  an  actual  liability  has been
incurred.  The  provisions of this  Statement are effective for exit or disposal
activities  that are initiated after December 31, 2002. The Company is currently
considering  the impact,  if any, that this statement will have on the condensed
consolidated financial statements.

10.  Litigation and Litigation Settlements

        The Company is currently a defendant in certain  litigation  proceedings
alleging certain  violations of the Americans with Disabilities Act of 1990 (the
"ADA")  relating to  accessibility  of movie theatres for  handicapped  and deaf
patrons.

        In March 1999, the Department of Justice filed suit in the U.S. District
Court, Northern District of Ohio, Eastern Division, against the Company alleging
certain  violations  of the ADA  relating to the  Company's  wheelchair  seating
arrangements and seeking remedial action.  An Order granting Summary Judgment to
the Company was issued in November  2001.  The Department of Justice has filed a
Notice of Appeal with the Sixth Circuit  Court of Appeals.  If the Company loses
this litigation,  the Company's  financial  position,  results of operations and
cash flows may be materially  and adversely  affected.  The Company is unable to
predict the outcome of this litigation or the range of potential loss,  however,
management  believes that based upon current  precedent the Company's  potential
liability  with respect to such  proceeding  is not material in the aggregate to
the  Company's  financial  position,  results  of  operations  and  cash  flows.
Accordingly,  the Company has not  established  a reserve for loss in connection
with this proceeding.

        In February 2000, Barbara Cornilles,  Edwin Cornilles,  Dorothy Johnson,
Damara Paris, Stephen Purvis, George Scheler,  Susan Teague, and Jackie Woltring
filed suit in the U.S.  District  Court for the  District of Oregon  against the
Company, Regal Cinemas, Inc., Century Theatres, Inc., and Carmike Cinemas, Inc.,
alleging  certain  violations  of the ADA  relating  to  accessibility  of movie
theatres for deaf patrons. An Order granting Summary Judgment to the Company was
issued by a federal  magistrate judge in December 2001 which was ratified by the
federal  district judge in March 2002. In April 2002, the plaintiffs  agreed not
to appeal the summary judgment ruling.


                                       13


<PAGE>


        In August 2001,  David  Wittie,  Rona Schnall,  Ron  Cranston,  Jennifer
McPhail,  Peggy  Garaffa  and ADAPT of Texas  filed  suit in the 201st  Judicial
District Court of Travis County,  Texas alleging certain violations of the Human
Resources Code, the Texas  Architectural  Barriers Act, the Texas  Accessibility
Standards and the Deceptive  Trade  Practices Act relating to  accessibility  of
movie  theatres for patrons  using  wheelchairs  at two theatres  located in the
Austin, Texas market. The plaintiffs are seeking remedial action and unspecified
damages.  The  Company  has  filed an  answer  denying  the  allegations  and is
vigorously  defending this suit. The Company is unable to predict the outcome of
this litigation or the range of potential  loss,  however,  management  believes
that based upon current precedent the Company's potential liability with respect
to such  proceeding is not material in the aggregate to the Company's  financial
position, results of operations and cash flows. Accordingly, the Company has not
established a reserve for loss in connection with this proceeding.

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

        In April 2002, the Malthouse  Development  Company Limited, as landlord,
filed a lawsuit in the High Court of  Justice,  Chancery  Division,  in England,
against  Cinemark  Theatres UK Limited and  Cinemark  International  L.L.C.,  as
tenant and guarantor of tenant's obligations,  respectively,  under that certain
lease for the construction and operation of a movie theatre in Banbury, England.
The lease  had been  previously  terminated  for  cause by the  tenant,  and the
landlord is suing for damages of the U.S.  dollar  equivalent  of  approximately
$1.5 million based on improper termination.  An answer to the complaint has been
filed,  denying the allegations and vigorously  defending the suit. Although the
Queen's counsel advising the Company has provided a positive overview on the law
and facts of the case,  the  Company  is unable to predict  the  outcome of this
litigation or the range of potential loss,  however,  the Company believes based
on the opinion of its barristers and Queen's  counsel,  its potential  liability
with  respect  to  such  proceeding  is not  material  in the  aggregate  to its
financial  position,  results of  operations  and cash flows.  Accordingly,  the
Company  has not  established  a  reserve  for  loss  in  connection  with  this
proceeding.

        In May 2002,  Robert Todd on behalf of Robert  Preston  Todd,  his minor
child  and "all  individuals  who are  deaf or are  severely  hearing  impaired"
brought this case in the United States District Court for the Southern  District
of Texas,  Houston  Division  against several movie  operators,  including,  AMC
Entertainment,  Inc.,  Regal  Entertainment,  Inc.,  the  Company,  and  Century
Theaters  as well as eight  movie  production  companies.  The  lawsuit  alleges
violation of Title III of the ADA and the First Amendment to the Constitution of
the United States.  Plaintiffs seek unspecified  injunctive relief,  unspecified
declaratory relief,  unspecified monetary damages (both actual and punitive) and
unspecified  attorneys'  fees.  The answer is not yet due. The Company  plans to
deny any  violation  of law and to  vigorously  defend  against all claims.  The
Company is unable to predict  the  outcome  of this  litigation  or the range of
potential loss,  however,  management believes that based upon current precedent
the  Company's  potential  liability  with  respect  to such  proceeding  is not
material  in the  aggregate  to the  Company's  financial  position,  results of
operations  and cash  flows.  Accordingly,  the Company  has not  established  a
reserve for loss in connection with this proceeding.

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


                                       14


<PAGE>


11. Restatement

        Subsequent to the issuance of the Company's 2001 consolidated  financial
statements,  the Company's management  determined that it should revise the fair
value of employee stock options granted during December 2001. This determination
was based in part on the timing between the original  valuation and the proposed
initial public offering of common stock by the Company's parent,  Cinemark, Inc.
The Company's management believed that on the date of grant the common stock had
a fair value of $330 per share. In connection with the parent Company's proposed
initial  public  offering of common stock and Staff  Accounting  Bulletin  Topic
4.D., the Company revised this fair value to $2,519 per share. As a result,  the
2001 financial  statements have been restated on the amended Annual Report filed
June  28,  2002 on Form  10-K/A  from  amounts  previously  reported  to  record
additional unearned compensation of $3,338,225 as of December 31, 2001.

        A summary of the significant effects of the restatement is as follows:

<TABLE>
<CAPTION>

                                                                   As of December 31, 2001
                                                         As Previously Reported        As Restated
                                                         ----------------------        ------------
        Balance Sheet Data:
<S>                                                                <C>                 <C>
            Additional paid-in-capital                             $11,759,484         $15,097,709
            Unearned compensation - stock options                     (887,779)         (4,226,004)

</TABLE>


                                       15


<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 by 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.  Film rental costs are accrued based on
the  applicable  box office  receipts and either the  mutually  agreed upon firm
terms or  estimates  of the final  settlement  depending  on the film  licensing
arrangement. Advertising 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, among other  things,  the size of the  directory and the frequency and
size of the newspaper's  circulation.  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

        The Company prepares the condensed  consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America.  As such, the Company is required to make certain estimates,  judgments
and  assumptions  that  the  Company  believes  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 the Company believes are
the most  critical to aid in fully  understanding  and  evaluating  its reported
financial results include the following:


                                       16


<PAGE>


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 either
the  mutually  agreed  upon firm  terms or  estimates  of the  final  settlement
depending on the film  licensing  arrangement.  Estimates  are made based on the
expected success of a film over the length of its run. The success of a film can
typically be  determined  a few weeks after a film is released  when initial box
office  performance  of  the  film  is  known.  Accordingly,  final  settlements
typically  approximate estimates since box office receipts are known at the time
the estimate is made and the  expected  success of a film over the length of its
run can  typically  be  estimated  early  in the  film's  run.  The  final  film
settlement  amount is negotiated at the  conclusion of the film's run based upon
how a film  actually  performs.  If actual  settlements  are  higher  than those
estimated,  additional film rental costs are recorded at that time.  Advertising
costs are expensed as incurred.

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
based primarily on the Company's  attendance  counts or screenings  depending on
the agreements.  The period when the Company recognizes revenues 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, theatre operating cash
flows compared to annual long-term lease payments,  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.  The  impairment
evaluation  is based on the estimated  cash flows from theatres 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.


                                       17


<PAGE>


Results of Operations

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

<TABLE>
<CAPTION>
                                                                          % of Revenues          % of Revenues
                                                                       Three Months Ended      Nine Months Ended
                                                                          September 30,          September 30,
                                                                          -------------          -------------
                                                                         2002       2001        2002       2001
                                                                         ----       ----        ----       ----
<S>                                                                     <C>        <C>         <C>        <C>
        Revenues:
          Admissions                                                     63.4%      64.8%       63.9%      64.8%
          Concession                                                     31.2       30.4        31.1       30.1
          Other                                                           5.4        4.8         5.0        5.1
                                                                          ---        ---         ---        ---
        Total revenues                                                  100.0      100.0       100.0      100.0

        Cost of operations                                               73.3       73.4        73.4       76.0
        General and administrative expenses                               4.2        4.3         4.5        4.8
        Depreciation and amortization                                     7.1        9.1         7.1        8.7
        Asset impairment loss                                               -          -         0.1        0.1
        (Gain) loss on sale of assets and other                             -        1.1         0.1        0.6
                                                                         ----       ----        ----       ----
        Total costs and expenses                                         84.6       87.9        85.2       90.2
                                                                         ----       ----        ----       ----

        Operating income                                                 15.4       12.1        14.8        9.8

        Interest expense                                                  5.8        7.0         5.9        8.5
        Income taxes                                                      4.0        1.6         3.2        0.2
        Income  before cumulative effect of an accounting change          4.4        2.3         4.9        0.1
        Net income                                                        4.4        2.3         4.4        0.1

</TABLE>

Third quarter ended September 30, 2002 and 2001

Revenues

        Revenues for the third  quarter ended  September  30, 2002  decreased to
$232.4  million from $240.0  million for the third quarter  ended  September 30,
2001,  a 3.2%  decrease.  The  decrease  in  revenues  for the third  quarter is
primarily  related to the impact from the  devaluation in foreign  currencies in
Argentina,  Mexico and Brazil which exceeded the revenue increase resulting from
the 2.3% increase in attendance.  Revenues per screen  decreased 4.9% to $77,026
in the third quarter of 2002 from $80,965 in the third quarter of 2001.

Cost of Operations

        Cost of operations,  as a percentage of revenues,  decreased to 73.3% in
the third quarter of 2002 from 73.4% in the third quarter of 2001.  The decrease
resulted  from a reduction in film rentals and  advertising  as a percentage  of
admissions  revenues  to 52.6% in the third  quarter  of 2002 from  53.9% in the
third quarter of 2001 as a result of weaker film product in the third quarter of
2002,  partially offset by an increase in concession supplies as a percentage of
concession  revenues  to 18.4% in the third  quarter  of 2002 from  17.8% in the
third  quarter of 2001,  an increase in salaries  and wages as a  percentage  of
revenues to 10.9% in the third  quarter of 2002 from 10.1% in the third  quarter
of 2001 and an increase in facility lease expense as a percentage of revenues to
12.5% in the third quarter of 2002 from 12.0% in the third quarter of 2001.


                                       18


<PAGE>


General and Administrative Expenses

        General and  administrative  expenses  decreased  to $9.7 million in the
third quarter of 2002 from $10.4  million in the third quarter of 2001.  General
and administrative expenses, as a percentage of revenues,  decreased to 4.2% for
the third quarter of 2002 from 4.3% for the third quarter of 2001.

        On May 16,  2002,  Cinemark,  Inc.  was formed as the  Delaware  holding
company of Cinemark USA, Inc. In 2002,  Cinemark,  Inc.  incurred  approximately
$2.7  million  of  legal,  accounting  and  other  professional  fees and  costs
associated  with its proposed  initial public  offering  which was  subsequently
postponed due to unfavorable  market  conditions.  Cinemark,  Inc.'s S-1 remains
filed with the  Securities  and  Exchange  Commission;  therefore  these  legal,
accounting and other  professional  fees and costs  associated with the proposed
initial public  offering have not been  expensed.  In the event  Cinemark,  Inc.
consummates  the proposed  initial public offering in 2002,  these  professional
fees and costs will be  capitalized.  In the event the proposed  initial  public
offering is not  consummated  by the end of 2002,  these  professional  fees and
costs  will  be  expensed  in  the  fourth   quarter  of  2002  as  general  and
administrative expenses.

Depreciation and Amortization

        Depreciation  and  amortization  decreased to $16.6 million in the third
quarter of 2002 from $21.8  million in the third  quarter of 2001.  Depreciation
and  amortization  as a percentage  of revenues  decreased to 7.1% for the third
quarter  of 2002  from 9.1% for the  third  quarter  of 2001.  The  decrease  is
partially  related to the January 1, 2002  adoption of  Statement  of  Financial
Accounting  Standards  (SFAS) No. 142 which  required  that  goodwill  and other
intangible  assets with  indefinite  useful  lives no longer be  amortized.  The
decrease is also related to a reduction in the  depreciable  basis of properties
and equipment resulting from the devaluation in foreign currencies (primarily in
Argentina, Mexico, and Brazil) and the decline in new construction.

Interest Expense

        Interest costs incurred,  including  amortization of debt issue cost and
debt  discount  and the  mark-to-market  adjustment  to the  interest  rate  cap
agreement  decreased  19.4% in the third  quarter of 2002 to $14.1  million from
$17.5 million in the third quarter of 2001. The decrease was  principally due to
a decrease in the average debt  outstanding and the average interest rates under
the Company's variable rate debt agreements.

Foreign Currency Exchange Loss

        A foreign  currency  exchange  loss of $3.9 million was recorded for the
third  quarter of 2002 as compared to a foreign  currency  exchange loss of $2.0
million for the third quarter of 2001. The increase is primarily  related to the
translation  of  Cinemark  Brasil  S.A.'s debt  denominated  in other than local
currency given the devaluation of the real in the third quarter of 2002.

Income Taxes

        Income tax expense of $9.2 million was recorded for the third quarter of
2002 as compared to income tax expense of $3.8 million for the third  quarter of
2001.  The Company's  effective tax rate for the third quarter of 2002 was 47.2%
as compared to 40.3% for the third quarter of 2001.


                                       19


<PAGE>


Income Before Cumulative Effect of an Accounting Change

        The Company  realized income before  cumulative  effect of an accounting
change of $10.3 million for the third quarter of 2002 in comparison  with income
before  cumulative  effect of an accounting change of $5.6 million for the third
quarter  of 2001.  The  increase  in  income  in the  third  quarter  of 2002 is
primarily  related to the  decrease in interest  expense  and  depreciation  and
amortization.

Net Income

        The Company  realized net income of $10.3  million for the third quarter
of 2002 in  comparison  with net income of $5.6 million for the third quarter of
2001.  The increase in income in the third quarter of 2002 is primarily  related
to the decrease in interest expense and depreciation and amortization.

Nine month periods ended September 30, 2002 and 2001

Revenues

        Revenues for the nine month period ended  September  30, 2002 ("the 2002
period")  increased  to $712.5  million  from $638.4  million for the nine month
period ended  September 30, 2001 ("the 2001  period"),  an 11.6%  increase.  The
increase  in  revenues  for the 2002  period is  primarily  related to the 13.5%
increase in  attendance.  Revenues per screen  increased 9.2% to $236,566 in the
2002 period from $216,629 in the 2001 period.

Cost of Operations

        Cost of operations,  as a percentage of revenues,  decreased to 73.4% in
the 2002 period from 76.0% in the 2001 period. The decrease is primarily related
to the 11.6%  increase  in revenues  and the  Company's  ability to  effectively
control its theatre  operating costs (some of which are of a fixed nature).  The
decrease as a  percentage  of  revenues  primarily  resulted  from a decrease in
facility  lease  expense as a percentage of revenues to 12.3% in the 2002 period
from 13.4% in the 2001  period,  a decrease  in  utilities  and other costs as a
percentage of revenues to 11.0% in the 2002 period from 12.0% in the 2001 period
and a decrease in salaries and wages as a percentage of revenues to 10.4% in the
2002 period from 10.7% in the 2001  period,  partially  offset by an increase in
film rentals and advertising as a percentage of admissions  revenues to 53.6% in
the 2002 period  from 53.4% in the 2001  period and an  increase  in  concession
supplies as a percentage of concession revenues to 17.6% in the 2002 period from
17.4% in the 2001 period.

General and Administrative Expenses

        General and  administrative  expenses  increased to $32.2 million in the
2002 period from $30.5  million in the 2001  period.  The  increase is primarily
related to increased professional fees. General and administrative  expenses, as
a percentage  of  revenues,  decreased to 4.5% for the 2002 period from 4.8% for
the 2001 period primarily as a result of the 11.6% increase in revenues.

        On May 16,  2002,  Cinemark,  Inc.  was formed as the  Delaware  holding
company of Cinemark USA, Inc. In 2002,  Cinemark,  Inc.  incurred  approximately
$2.7  million  of  legal,  accounting  and  other  professional  fees and  costs
associated  with its proposed  initial public  offering  which was  subsequently
postponed due to unfavorable  market  conditions.  Cinemark,  Inc.'s S-1 remains
filed with the  Securities  and  Exchange  Commission;  therefore  these  legal,
accounting and other  professional  fees and costs  associated with the proposed
initial public  offering have not been  expensed.  In the event  Cinemark,  Inc.
consummates  the proposed  initial public offering in 2002,  these  professional
fees and costs will be  capitalized.  In the event the proposed  initial  public
offering is not  consummated  by the end of 2002,  these  professional  fees and
costs  will  be  expensed  in  the  fourth   quarter  of  2002  as  general  and
administrative expenses.


                                       20


<PAGE>


Depreciation and Amortization

        Depreciation  and  amortization  decreased to $50.6  million in the 2002
period from $55.5 million in the 2001 period. Depreciation and amortization as a
percentage  of  revenues  decreased  to 7.1% in the 2002 period from 8.7% in the
2001 period.  The decrease is partially  related to the January 1, 2002 adoption
of Statement of Financial  Accounting  Standards  (SFAS) No. 142 which  required
that goodwill and other intangible assets with indefinite useful lives no longer
be  amortized.  The decrease is also  related to a reduction in the  depreciable
basis of properties  and equipment  resulting  from the  devaluation  in foreign
currencies  (primarily in Argentina,  Mexico, and Brazil) and the decline in new
construction.

Asset Impairment Loss

        The Company  wrote down the assets of certain  properties  to their fair
value  which  resulted  in asset  impairment  charges of $0.8  million  and $0.5
million in the 2002 and 2001 periods, respectively. The asset impairment charges
recorded in the 2002 period  related to a $0.6 million  write-down to fair value
of  goodwill  associated  with the  Company's  Argentina  operations  and a $0.2
million  write-down to fair value of one theatre  property  associated  with the
Company's El Salvador  operations.  The asset impairment charges of $0.5 million
recorded  in the  2001  period  related  to the  write-down  to  fair  value  of
properties associated with the Company's U.S. operations.

Interest Expense

        Interest costs incurred,  including  amortization of debt issue cost and
debt  discount  and the  mark-to-market  adjustment  to the  interest  rate  cap
agreement decreased 21.1% in the 2002 period to $44.1 million from $55.9 million
in the 2001 period.  The decrease in interest costs incurred for the 2002 period
was principally due to a decrease in the Company's  average debt outstanding and
the average interest rates on the Company's variable rate debt agreements.

Foreign Currency Exchange Loss

        A foreign  currency  exchange  loss of $6.2 million was recorded for the
2002 period as compared to a foreign currency  exchange loss of $4.5 million for
the 2001  period.  The  increase  is  primarily  related to the  translation  of
Cinemark  Brasil S.A.'s debt  denominated in other than local currency given the
devaluation of the real during the 2002 period.

Income Taxes

        Income tax expense of $22.8  million was recorded for the 2002 period as
compared to income tax expense of $1.1 million in the 2001 period. The Company's
effective  tax rate for the 2002  period was 39.7% as  compared to 65.0% for the
2001 period.

Income Before Cumulative Effect of an Accounting Change

        The Company  realized income before  cumulative  effect of an accounting
change of $34.6  million for the 2002 period in  comparison  with income  before
cumulative  effect of an accounting  change of $0.6 million for the 2001 period.
The  increase  in income in the 2002  period is  primarily  related to the 11.6%
increase in revenues and the decrease in interest  expense and  depreciation and
amortization.

Net Income

        The Company  realized net income of $31.2 million for the 2002 period in
comparison with net income of $0.6 million for the 2001 period.  The increase in
income in the 2002 period is primarily related to the 11.6% increase in revenues
and the decrease in interest expense and depreciation and amortization.


                                       21


<PAGE>


Liquidity and Capital Resources

Operating Activities

        The  Company's  revenues are  primarily  collected in cash,  through box
office  receipts and the sale of concession  supplies.  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.  As of
September  30,  2002,  the Company has opened two new  theatres (16 screens) and
closed one theatre (12  screens) in the U.S. in 2002.  The Company has no signed
commitments  to open any new theatres in the U.S.  during the remainder of 2002.
The Company has signed commitments for four new theatres (50 screens) and a five
screen  expansion to an existing  theatre  scheduled  to open in the U.S.  after
2002. As of September 30, 2002, the Company estimates that the remaining capital
expenditures  for  the  development  of  its  remaining  theatre  and  expansion
commitments (55 screens) in the U.S. will be approximately  $15 million.  Actual
expenditures for continued  theatre  development and acquisitions are subject to
change based upon the availability of attractive  opportunities for expansion of
the  Company's  U.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 sales of excess real estate.

        The Company also continues to expand its international  theatre circuit.
As of September 30, 2002, Cinemark International,  through its subsidiaries, has
opened two new  theatres  (18  screens)  and closed two  screens at an  existing
theatre in 2002. As of September 30, 2002, Cinemark  International,  through its
subsidiaries,  has three new  theatres  (24  screens)  and a pair of two  screen
expansions  to existing  theatres  under  construction  and scheduled to open in
international  markets  by the  end of  2002.  Cinemark  International  and  its
subsidiaries  have  signed  commitments  for  four  new  theatres  (27  screens)
scheduled to open in international markets after 2002. As of September 30, 2002,
the  Company  estimates  that  the  remaining   capital   expenditures  for  the
development of its remaining international theatre commitments (55 screens) will
be  approximately  $20  million.   Actual  expenditures  for  continued  theatre
development and  acquisitions  are subject to change based 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.

        As of September 30, 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.

Financing Activities

        As of September 30, 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:


                                       22


<PAGE>
<TABLE>
<CAPTION>

                                       Payments Due by Period
                                            (In millions)

                                                             Less Than      1-3       4-5       After
        Contractual Obligations                      Total     1 Year      Years     Years     5 Years
        -----------------------                      -----     ------      -----     -----     -------
<S>                                                <C>          <C>       <C>        <C>       <C>
        Long-term debt.........................     $732.5      $48.1     $255.5     $48.2      $380.7
        Capital lease obligations..............        0.3        0.2        0.1         -           -
        Operating lease obligations............    1,558.2      101.9      168.1     208.5     1,079.7

</TABLE>

        As of September 30, 2002,  the Company was in full  compliance  with all
agreements governing its outstanding debt.

Senior Subordinated Notes

        The Company has outstanding three issues of senior  subordinated  notes:
(1) $200 million in 9 5/8% Series B Senior  Subordinated Notes due 2008; (2) $75
million  in 9 5/8%  Series D Senior  Subordinated  Notes due 2008;  and (3) $105
million in 8 1/2% Series B Senior  Subordinated Notes due 2008. Interest in 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,  repurchases  of the  Company's  capital
stock, liens and additional indebtedness.  Upon a change of 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 additional  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, and in certain other circumstances.

        The  senior   subordinated  notes  are  general  unsecured   obligations
subordinated  in  right of  payment  to the  credit  agreement  or other  senior
indebtedness.  Generally,  if the Company is in default  under the senior credit
facility and other senior indebtedness, it would not be allowed to make payments
on the senior  subordinated  notes until the defaults have been cured or waived.
If the  Company  fails to make any  payments  when due or within the  applicable
grace period,  it would be in default under the indentures  governing the senior
subordinated notes.

Cinemark USA Revolving Credit Facility

        In February 1998, the Company entered into a reducing  revolving  credit
facility  with a group  of  banks  for  which  Bank  of  America,  N.A.  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  maturity in 2006.  As of September  30,  2002,  the
aggregate  commitment  available  to the Company is $275.6  million.  Borrowings
under the  credit  facility  are  secured by a pledge of all of the 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  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 September 30, 2002, $225 million is outstanding  under
the credit  facility and the effective  interest rate on such borrowings is 2.9%
per annum.


                                       23


<PAGE>


Cinemark Mexico Revolving Credit Facility

        In  November  1998,  Cinemark  Mexico  (USA),  Inc.  executed  a  credit
agreement  with Bank of America  National  Trust and  Savings  Association  (the
"Cinemark Mexico Credit  Agreement").  The Cinemark Mexico Credit Agreement 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 September 30, 2002,  $24.5
million is  outstanding  under the  Cinemark  Mexico  Credit  Agreement  and the
effective interest rate on such borrowing is 4.3% per annum.

Sale and Leaseback

        In  December  1999,  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 first  extension  is $130,612 or $1.6 million
annually.  The fixed monthly  rental  during the second  extension is 95% of the
fair rental value.

Cinema Properties Term Loan

        In December 2000,  Cinema  Properties,  Inc., a wholly owned  subsidiary
that is not  subject  to  restrictions  imposed by the  credit  facility  or the
indenture  governing the senior  subordinated  notes,  borrowed $77 million on a
three year term loan from Lehman  Brothers  Bank,  FSB (the  "Cinema  Properties
Facility"),  which originally  matured on December 31, 2003. In 2002, the Cinema
Properties facility was amended, which among other things, extended the maturity
date one year to December 31, 2004 and  eliminated  the  lender's  discretionary
right to require Cinema Properties, Inc. to make $1.5 million principal payments
in the third and  fourth  quarters  of 2002.  Cinema  Properties,  Inc.  has the
unilateral  ability to further  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,  if  certain  interest  coverage  ratios  are met and no  event of
default has occurred and is  continuing.  All principal  outstanding  matures on
December 31, 2004.  Funds borrowed  pursuant to the Cinema  Properties  Facility
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 for agreements of this type.
Cinema  Properties,  Inc.  has a  separate  legal  existence,  separate  assets,
separate  creditors  and  separate  financial  statements.  The assets of Cinema
Properties,  Inc. are not available to satisfy the debts of any of the Company's
other consolidated entities. 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  September  30,  2002,  $77 million is
outstanding under the Cinema Properties Facility and the effective interest rate
on such borrowing is 7.6% per annum.


                                       24


<PAGE>


Cinemark Brasil Notes Payable

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

        (1) BNDES  (Banco  Nacional de  Desenvolvimento  Economico e Social (the
    Brazilian  National  Development  Bank))  credit  line  in the  U.S.  dollar
    equivalent  in Brazilian  reais of US$2.8  million  executed in October 1999
    with a term of 5  years  (with  a nine  month  grace  period)  and  accruing
    interest at a BNDES basket rate, which is a multiple  currency rate based on
    the rate at which the bank borrows, plus a spread amounting to 14.5%;

        (2) BNDES credit line in the U.S.  dollar  equivalent in Brazilian reais
    of US$1.4  million  executed in November 2001 with a term of 5 years (with a
    one year grace  period) and accruing  interest at a BNDES basket rate plus a
    spread amounting to 13.8%;

        (3) BNDES credit  lines,  through  FINAME (Fundo de  Financiamento  para
    Aquisicao de Maquinas e Equipamentos  Industriais (the Government Agency for
    Equipment  Financing)) in the U.S.  dollar  equivalent in Brazilian reais of
    US$116,000  executed  in  December  1999 with a term of 3 years (with a nine
    month grace  period)  and  accruing  interest at a BNDES  basket rate plus a
    spread amounting to 13.0%;

        (4) Import financing executed with several banks from April 2001 through
    February 2002 in the amount of US$4.1 million with a term of 360 to 365 days
    and accruing interest at an average rate of 9.5% per annum; and

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

        These sources are secured by a variety of instruments, including comfort
letters  from  Cinemark  International,  promissory  notes for up to 130% of the
value, a revenue reserve account and equipment  collateral.  As of September 30,
2002,  an aggregate of $9.8 million was  outstanding  and the average  effective
interest rate on such borrowings is approximately 12.3% per annum.

Cinemark Brasil Equity Financing

        During 2001,  Cinemark Brasil S.A. received  additional capital from its
Brazilian  shareholders  in an aggregate  amount equal to the  approximate  U.S.
dollar  equivalent in Brazilian reais of $11.0 million 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 (U.S. dollar equivalent) and in November in the
aggregate  amount of $6.0  million  (U.S.  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 its 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 to be
registered in an initial public  offering under the Securities Act occurring any
time prior to December 31, 2007.  The Company has given notice to its  Brazilian
partners  that its parent  company,  Cinemark,  Inc. may  consummate  an initial
public  offering.  Certain  of the  Company's  Brazilian  partners  may elect to
exercise their exchange option.  If Cinemark,  Inc.'s initial public offering is
completed,  the  Brazilian  partners  which  receive  shares of  Cinemark,  Inc.
pursuant to the Exchange Option  Agreement,  will have  piggy-back  registration
rights in connection with Cinemark,  Inc.'s future public offerings of its Class
A common stock.


                                       25


<PAGE>


Cinemark Chile Notes Payable

        On  March  26,   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 approximately $10.6 million in
Chilean pesos  (adjusted  for inflation  pursuant to the Unidades de Fomento for
three of the four  loans).  Cinemark  Chile S.A.  is  required  to make 24 equal
quarterly installments of principal plus accrued and unpaid interest, commencing
March 27,  2002.  The  indebtedness  is secured by a first  priority  commercial
pledge of the shares of Cinemark  Chile S.A., a chattel  mortgage  over Cinemark
Chile's personal  property and by guarantees  issued by Cinemark  International,
L.L.C.  and Chile Films S.A.,  whose owners are  shareholders  of Cinemark Chile
S.A. The agreement  requires  Cinemark Chile S.A. to maintain certain  financial
ratios and contains other  restrictive  covenants typical for agreements of this
type such as a limitation on dividends. Funds borrowed under this agreement bear
interest at the 90 day TAB Banking  rate (360 day TAB Banking  rate with respect
to one of the four banks) as published by the Association of Banks and Financial
Institutions  Act plus 2%. As of September 30, 2002, $8.3 million is outstanding
under this  agreement and the effective  interest rate on such borrowing is 5.1%
per annum.

Credit Ratings

        In August  2002,  Standard  and Poor's  rated the Company as stable.  In
conjunction with this rating,  the Company's  corporate credit was assigned a B+
rating and its three series of senior  subordinated notes due 2008 were assigned
a B- rating.

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 establishes accounting standards
for recognition and measurement of the fair value of obligations associated with
the  retirement of long-lived  assets when there is a legal  obligation to incur
such costs.  Under SFAS No. 143, the costs of retiring an asset will be recorded
as a liability  when the retirement  obligation  arises and will be amortized to
expense  over the life of the asset.  SFAS No. 143 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
condensed 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 condensed 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.  Upon  adoption  of  SFAS  No.  145,  any  gain or loss on  early
extinguishment  of debt would be classified as income from operations  unless it
meets  the  criteria  for  extraordinary   treatment  set  forth  in  Accounting
Principles  Board  Opinion  No. 30. The  Company is  currently  considering  the
impact,  if any, that this  statement  will have on the  condensed  consolidated
financial statements.


                                       26


<PAGE>


        In September 2002, the Financial  Accounting Standards Board issued SFAS
No. 146,  "Accounting for Costs  Associated  with Exit or Disposal  Activities."
This  Statement  requires  recording  costs  associated  with  exit or  disposal
activities  at their fair  values  when a  liability  has been  incurred.  Under
previous guidance,  certain exit costs were accrued upon management's commitment
to an exit  plan,  which  is  generally  before  an  actual  liability  has been
incurred.  The  provisions of this  Statement are effective for exit or disposal
activities  that are initiated after December 31, 2002. The Company is currently
considering  the impact,  if any, that this statement will have on the condensed
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 seasonality of the release of successful
films,  however,  has become less pronounced in recent years with the release of
major motion pictures  occurring more evenly  throughout the year. 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.


                                       27


<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.

        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 September 30, 2002, there was an aggregate of  approximately  $352 million of
variable  rate  debt  outstanding  under  these  facilities.   These  facilities
represent approximately 48% 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 September 30, 2002
                                                                    ------------------------

                               Sept 30,     Sept 30,     Sept 30,     Sept 30,     Sept 30,                               Fair
    (in millions)                2003         2004         2005         2006         2007       Thereafter     Total      Value
    -------------                ----         ----         ----         ----         ----       ----------     -----      -----
<S>                            <C>          <C>          <C>          <C>          <C>          <C>            <C>        <C>
    Long-term debt:
    Fixed rate                     $0.1          $ -         $0.1          $ -          $ -         $380.2     $380.4     $399.3
        Average interest rate                                                                                    9.3%

    Variable rate                 $48.0        $87.5       $167.9        $46.3         $1.9           $0.5     $352.1     $354.8
        Average interest rate                                                                                    4.3%

    Total debt                    $48.1        $87.5       $168.0        $46.3         $1.9         $380.7     $732.5     $754.1

</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
    -------------                ----         ----         ----         ----         ----       ----------     -----      -----
<S>                            <C>          <C>          <C>          <C>          <C>          <C>            <C>        <C>
    Long-term debt:
    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 September  30, 2002 and December 31, 2001,
the  interest  rate cap  agreement is recorded at its fair value of $0.2 million
and $1.1  million,  respectively.  The  Company  does  not  have any  additional
derivative  financial  instruments  in place as of September 30, 2002 that would
have  a  material  effect  on  the  Company's  financial  position,  results  of
operations and cash flows.


                                       28


<PAGE>


        The  Company is also  exposed to market  risk  arising  from  changes in
foreign  currency  exchange rates as a result of its  international  operations.
Generally accepted accounting  principles in the U.S. require that the Company's
subsidiaries use the currency of the primary economic  environment in which they
operate  as their  functional  currency.  If one of the  Company's  subsidiaries
operates  in  a  highly  inflationary  economy,  generally  accepted  accounting
principles in the U.S.  require that the U.S.  dollar be used as the  functional
currency  for  the  subsidiary.  Currency  fluctuations  result  in the  Company
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.  Based  upon the
Company's equity ownership in its international subsidiaries as of September 30,
2002,  holding everything else constant,  a 10% immediate  unfavorable change in
each of the  foreign  currency  exchange  rates to which the  Company is exposed
would  decrease  the  net  fair  value  of  the  Company's  investments  in  its
international subsidiaries by approximately $5 million.

Item 4.  Controls and Procedures

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

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


                                       29


<PAGE>


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        Reference is made to Item 3 of the  Company's  Annual Report filed March
27, 2002 on Form 10-K and the amended  Annual Report filed June 28, 2002 on Form
10-K/A for the fiscal year ended  December 31,  2001.  Reference is also made to
Note 10 of the accompanying Notes to Condensed Consolidated Financial Statements
in this Quarterly Report on Form 10-Q.

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 third quarter through the solicitation of proxies or otherwise.

Item 5. Other Information

        Not Applicable

Item 6. Exhibits and Reports on Form 8-K

            a) Certifications under Exchange Act Rules 13a-14 or 15d-14

                       Certification of the Chief Executive Officer of
                       Cinemark USA, Inc.

                       Certification of the Chief Financial Officer of
                       Cinemark USA, Inc.

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

                       Condensed Consolidating Balance Sheets
                       (unaudited) as of September 30, 2002

                       Condensed Consolidating Statements of
                       Income (unaudited) for the nine months
                       ended September 30, 2002

                       Condensed Consolidating Statements of
                       Cash Flows (unaudited) for the nine months
                       ended September 30, 2002


                                       30


<PAGE>


            c) Exhibits

                       *99.1  Certification of the Chief Executive Officer of
                              Cinemark USA, Inc. pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002.

                       *99.2  Certification of the Chief Financial Officer of
                              Cinemark USA, Inc. pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002.

            d) Reports on Form 8-K

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


                                       31


<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:      November 14, 2002                             /s/Alan W. Stock
                                                         ----------------
                                                         Alan W. Stock
                                                         President


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


                                       32


<PAGE>


                              CERTIFICATION UNDER
                      EXCHANGE ACT RULES 13a-14 OR 15d-14

         CERTIFICATION

         I, Lee Roy Mitchell, certify that:

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

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

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

         4. The registrant's other certifying officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant,
         and we have:

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

                  b) evaluated the effectiveness of the registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

                  c) presented in this quarterly  report our  conclusions  about
                  the  effectiveness  of the disclosure  controls and procedures
                  based on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
         based on our most recent evaluation,  to the registrant's  auditors and
         the audit  committee of  registrant's  board of  directors  (or persons
         performing the equivalent function):

                  a) all significant  deficiencies in the design or operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the registrant's internal controls; and


                                       33


<PAGE>


         6. The registrant's  other certifying  officers and I have indicated in
         this quarterly report whether or not there were significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

         Date:  November 14, 2002.


                                                    CINEMARK USA, INC.


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


                                       34


<PAGE>


                              CERTIFICATION UNDER
                      EXCHANGE ACT RULES 13a-14 OR 15d-14

         CERTIFICATION

         I, Robert Copple, certify that:

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

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

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

         4. The registrant's other certifying officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant,
         and we have:

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

                  b) evaluated the effectiveness of the registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

                  c) presented in this quarterly  report our  conclusions  about
                  the  effectiveness  of the disclosure  controls and procedures
                  based on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
         based on our most recent evaluation,  to the registrant's  auditors and
         the audit  committee of  registrant's  board of  directors  (or persons
         performing the equivalent function):

                  a) all significant  deficiencies in the design or operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the registrant's internal controls; and


                                       35


<PAGE>


         6. The registrant's  other certifying  officers and I have indicated in
         this quarterly report whether or not there were significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

         Date:  November 14, 2002.


                                                    CINEMARK USA, INC.


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


                                       36


<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                            AS OF SEPTEMBER 30, 2002
                                  (Unaudited)

                                                                    Restricted      Unrestricted
                                                                       Group            Group        Eliminations         TOTAL
                                                                  --------------   --------------   --------------   ---------------
<S>                                                               <C>              <C>              <C>              <C>
                                     ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                     $  16,230,783    $  36,562,380    $         -      $   52,793,163
    Inventories                                                       2,637,069          504,088              -           3,141,157
    Accounts receivable                                               5,582,187        5,673,309       (1,200,197)       10,055,299
    Income tax receivable                                              (126,937)       2,198,004              -           2,071,067
    Prepaid expenses and other                                        3,285,105          937,725         (375,000)        3,847,830
                                                                  ------------------------------------------------------------------
       Total current assets                                          27,608,207       45,875,506       (1,575,197)       71,908,516

THEATRE PROPERTIES AND EQUIPMENT                                    948,890,711      201,977,009              -       1,150,867,720
    Less accumulated depreciation and amortization                 (318,257,297)     (46,104,112)             -        (364,361,409)
                                                                  ------------------------------------------------------------------
       Theatre properties and equipment - net                       630,633,414      155,872,897              -         786,506,311

OTHER ASSETS
    Goodwill - net                                                    7,939,202        2,565,820              -          10,505,022
    Investments in and advances to affiliates                       169,257,531        2,243,228     (167,327,591)        4,173,168
    Deferred charges and other - net                                 24,711,759        6,746,416              -          31,458,175
                                                                  ------------------------------------------------------------------
       Total other assets                                           201,908,492       11,555,464     (167,327,591)       46,136,365
                                                                  ------------------------------------------------------------------

TOTAL                                                             $ 860,150,113    $ 213,303,867    $(168,902,788)   $  904,551,192
                                                                  ==================================================================

                      LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
    Current portion of long-term debt                             $  39,740,871    $   8,338,201    $         -      $   48,079,072
    Current income taxes payable                                        (44,411)          44,411              -                 -
    Accounts payable and accrued expenses                            66,571,879       15,859,150       (1,072,175)       81,358,854
                                                                  ------------------------------------------------------------------
       Total current liabilities                                    106,268,339       24,241,762       (1,072,175)      129,437,926

LONG-TERM LIABILITIES
    Senior credit agreements                                        214,971,119       89,287,777              -         304,258,896
    Senior subordinated debt                                        380,166,294              -                -         380,166,294
    Deferred lease expenses                                          23,913,357          422,833              -          24,336,190
    Deferred gain on sale leasebacks                                  4,464,100              -                -           4,464,100
    Deferred income taxes                                             8,155,384          676,824              -           8,832,208
    Deferred revenues and other long-term liabilities                 4,712,134        1,538,168         (375,000)        5,875,302
                                                                  ------------------------------------------------------------------
       Total long-term liabilities                                  636,382,388       91,925,602         (375,000)      727,932,990

COMMITMENTS AND CONTINGENCIES                                               -                -                -                 -

MINORITY INTERESTS IN SUBSIDIARIES                                    8,097,795       16,769,910              -          24,867,705

SHAREHOLDER'S EQUITY
    Class A common stock, $.01 par value: 10,000,000 shares
       authorized, 1,500 shares issued and outstanding                       15              -                -                  15
    Class B common stock, no par value: 1,000,000 shares
       authorized, 239,893 shares issued and outstanding             49,543,427       14,958,000      (14,958,000)       49,543,427
    Additional paid-in-capital                                       11,700,561      152,497,613     (152,497,613)       11,700,561
    Retained earnings                                               121,419,021      (45,486,421)             -          75,932,600
    Treasury stock, 57,245 Class B shares at cost                   (24,232,890)             -                -         (24,232,890)
    Accumulated other comprehensive loss                            (49,028,543)     (41,602,599)             -         (90,631,142)
                                                                  ------------------------------------------------------------------
       Total shareholder's equity                                   109,401,591       80,366,593     (167,455,613)       22,312,571
                                                                  ------------------------------------------------------------------

TOTAL                                                             $ 860,150,113    $ 213,303,867    $(168,902,788)   $  904,551,192
                                                                  ==================================================================

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


                                       37


<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATING STATEMENTS OF INCOME
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                  (Unaudited)

                                                                    Restricted      Unrestricted
                                                                       Group            Group        Eliminations         TOTAL
                                                                  --------------   --------------   --------------   ---------------
<S>                                                               <C>              <C>              <C>               <C>
REVENUES                                                          $ 585,669,831    $ 136,338,056    $  (9,469,990)    $ 712,537,897

COSTS AND EXPENSES
    Cost of operations                                              427,584,520      104,675,929       (9,469,990)      522,790,459
    General and administrative expenses                              26,119,191        6,056,605              -          32,175,796
    Depreciation and amortization                                    39,332,438       11,254,662              -          50,587,100
    Asset impairment loss                                               558,398          223,378              -             781,776
    Loss on sale of assets and other                                    519,085          206,948              -             726,033
                                                                  ------------------------------------------------------------------
           Total costs and expenses                                 494,113,632      122,417,522       (9,469,990)      607,061,164

OPERATING INCOME                                                     91,556,199       13,920,534              -         105,476,733

OTHER INCOME (EXPENSE)
    Interest expense                                                (34,862,689)      (7,367,125)             -         (42,229,814)
    Amortization of debt issue cost and debt discount                  (768,357)      (1,136,028)             -          (1,904,385)
    Interest income                                                     566,361        1,152,764              -           1,719,125
    Foreign currency exchange gain (loss)                                66,016       (6,251,814)             -          (6,185,798)
    Equity in income of affiliates                                      163,585          389,502              -             553,087
    Minority interests in (income) loss of subsidiaries              (1,251,045)       1,256,670              -               5,625
                                                                  ------------------------------------------------------------------
           Total                                                    (36,086,129)     (11,956,031)             -         (48,042,160)
                                                                  ------------------------------------------------------------------

INCOME BEFORE INCOME TAXES AND
    CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE                        55,470,070        1,964,503              -          57,434,573

Income taxes                                                         22,805,894            2,599              -          22,808,493
                                                                  ------------------------------------------------------------------

INCOME BEFORE CUMULATIVE EFFECT
    OF AN ACCOUNTING CHANGE                                          32,664,176        1,961,904              -          34,626,080

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

NET INCOME                                                        $  29,274,397    $   1,961,904    $         -       $  31,236,301
                                                                  ==================================================================

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


                                       38


<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                  (Unaudited)
                                                                    Restricted      Unrestricted
                                                                       Group            Group        Eliminations         TOTAL
                                                                  --------------   --------------   --------------   ---------------
<S>                                                               <C>              <C>              <C>              <C>
OPERATING ACTIVITIES
    Net income                                                    $  29,274,397    $   1,961,904    $        -       $   31,236,301

    Noncash items in net income:
       Depreciation                                                  38,922,711       11,089,289             -           50,012,000
       Amortization of other assets                                     409,726          165,373             -              575,099
       Amortization of foreign advanced rents                           844,836          539,676             -            1,384,512
       Amortized compensation - stock options                           828,856              -               -              828,856
       Amortization of debt issue costs                                 563,731        1,136,028             -            1,699,759
       Amortization of gain on sale leasebacks                         (274,440)             -               -             (274,440)
       Amortization of debt discount and premium                        (21,380)             -               -              (21,380)
       Amortization of deferred revenues                             (3,639,678)             -               -           (3,639,678)
       Loss on impairment of assets                                     558,398          223,378             -              781,776
       Loss on sale of assets and other                                 519,085          206,948             -              726,033
       Deferred lease expenses                                        1,526,932          (23,130)            -            1,503,802
       Deferred income tax expenses                                  11,871,590          676,824             -           12,548,414
       Equity in income of affiliates                                  (163,585)        (389,502)            -             (553,087)
       Minority interests in income (loss) of subsidiaries            1,251,045       (1,256,670)            -               (5,625)
       Cumulative effect of an accounting change                      3,389,779              -               -            3,389,779

    Changes in assets and liabilities:
       Inventories                                                      (16,117)         196,992             -              180,875
       Accounts receivable                                             (237,075)       1,231,424             -              994,349
       Prepaid expenses and other                                      (734,123)         133,122             -             (601,001)
       Other assets                                                  (1,629,967)       4,776,821             -            3,146,854
       Advances with affiliates                                      (1,302,353)       1,534,935             -              232,582
       Accounts payable and accrued expenses                        (30,443,663)       7,789,340             -          (22,654,323)
       Other long-term liabilities                                      669,463         (978,695)            -             (309,232)
       Income tax receivable/payable                                   (647,954)          15,681             -             (632,273)
                                                                  ------------------------------------------------------------------

       Net cash provided by operating activities                     51,520,214       29,029,738             -           80,549,952

INVESTING ACTIVITIES
    Additions to theatre properties and equipment                   (13,804,772)      (3,339,777)            -          (17,144,549)
    Sale of theatre properties and equipment                          1,718,508            6,771             -            1,725,279
    Dividends/capital returned from affiliates                              -            594,340             -              594,340
                                                                  ------------------------------------------------------------------

       Net cash used for investing activities                       (12,086,264)      (2,738,666)            -          (14,824,930)

FINANCING ACTIVITIES
    Increase in long-term debt                                       42,514,736        2,230,460             -           44,745,196
    Decrease in long-term debt                                      (81,832,191)      (9,152,129)            -          (90,984,320)
    Increase in minority investment in subsidiaries                         -            421,855             -              421,855
    Decrease in minority investment in subsidiaries                    (791,634)     (10,110,553)            -          (10,902,187)
                                                                  ------------------------------------------------------------------

       Net cash used for financing activities                       (40,109,089)     (16,610,367)            -          (56,719,456)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
    CASH EQUIVALENTS                                                 (2,280,534)      (4,131,092)            -           (6,411,626)
                                                                  ------------------------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     (2,955,673)       5,549,613             -            2,593,940

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

    End of period                                                 $  16,230,783    $  36,562,380    $        -       $   52,793,163
                                                                  ==================================================================

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


                                       39


<PAGE>


                                                                    Exhibit 99.1


                                Certification of
                             Chief Executive Officer
                              of Cinemark USA, Inc.

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C.  ss. 1350, and accompanies the quarterly  report on Form 10-Q
(the "Form 10-Q") for the quarter ended September 30, 2002 of Cinemark USA, Inc.
(the "Registrant").

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

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

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

Dated:  November 14, 2002.


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


Subscribed and sworn to before me
this 14th day of November, 2002.


/s/ Keri Chorba
---------------------
Name:  Keri Chorba
Title:  Notary Public


My commission expires:  1/28/03


<PAGE>


                                                                    Exhibit 99.2


                                Certification of
                             Chief Financial Officer
                              of Cinemark USA, Inc.

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C.  ss. 1350, and accompanies the quarterly  report on Form 10-Q
(the "Form 10-Q") for the quarter ended September 30, 2002 of Cinemark USA, Inc.
(the "Registrant").

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

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

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

Dated:  November 14, 2002.


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


Subscribed and sworn to before me
this 14th day of November, 2002.


/s/ Keri Chorba
---------------------
Name:  Keri Chorba
Title:  Notary Public


My commission expires:  1/28/03