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, 1999



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

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

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

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

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



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

                                  Yes X No ____

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

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

        As of  November  10,  1999,  1,500  shares  of Class A Common  Stock and
184,842  shares of Class B Common  Stock  (including  options to  acquire  7,980
shares of Class B Common  Stock  exercisable  within 60 days of such  date) were
outstanding.

<PAGE>
                       CINEMARK USA, INC. AND SUBSIDIARIES

                                      Index

                                                                           Page

PART I            FINANCIAL INFORMATION

         Item 1.      Financial Statements

                      Condensed Consolidated Balance Sheets
                         as of September 30, 1999 (unaudited)
                         and December 31, 1998                               3

                      Condensed Consolidated Statements of Income
                         (unaudited) for the three and nine month
                         periods ended September 30, 1999 and 1998           4

                      Condensed Consolidated Statements of Cash
                         Flows (unaudited) for the nine month
                         periods ended September 30, 1999 and 1998           5

                      Notes to Condensed Consolidated Financial
                         Statements                                          6

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

         Item 3.      Quantitative and Qualitative Disclosures
                         About Market Risk                                   15


PART II           OTHER INFORMATION

         Item 1.      Legal Proceedings                                      16

         Item 2.      Changes in Securities and Use of Proceeds              16

         Item 3.      Defaults Upon Senior Securities                        16

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

         Item 5.      Other Information                                      16

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

SIGNATURES                                                                   20




                                        2


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

                   CINEMARK USA, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                   September 30,     December 31,
                                                                       1999               1998
                                                                   (Unaudited)
                                                                  ----------------------------------
CURRENT ASSETS:
<S>                                                              <C>                 <C>
    Cash and cash equivalents                                       $ 12,480,885       $ 25,645,868
    Inventories                                                        4,220,544          3,591,705
    Co-op advertising and other receivables                           19,107,264         12,414,288
    Income tax receivable                                              3,745,956          3,032,642
    Prepaid expenses and other                                         3,489,079          2,457,952
                                                                  ----------------------------------
      Total current assets                                            43,043,728         47,142,455

THEATRE PROPERTIES AND EQUIPMENT                                   1,065,826,524        888,242,478
    Less accumulated depreciation and amortization                  (173,616,523)      (138,550,648
                                                                  ----------------------------------
      Theatre properties and equipment - net                         892,210,001        749,691,830

OTHER ASSETS:
    Certificates of deposit                                                    -          4,056,096
    Investments in and advances to affiliates                          2,364,018         29,811,533
    Goodwill - net                                                    18,684,207         13,495,195
    Deferred charges and other - net                                  54,903,525         38,475,525
                                                                  ----------------------------------
      Total other assets                                              75,951,750         85,838,349
                                                                  ----------------------------------
TOTAL                                                             $1,011,205,479       $882,672,634
                                                                  ==================================

                   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt                               $ 10,416,815          $ 337,895
    Accounts payable and accrued expenses                            111,201,363         94,725,816
                                                                  ----------------------------------
      Total current liabilities                                      121,618,178         95,063,711

LONG-TERM LIABILITIES:

    Senior credit agreements                                         375,868,050        251,037,528
    Senior subordinated notes                                        380,251,816        380,273,198
    Deferred lease expenses                                           15,786,288         14,578,747
    Deferred gain on sale leaseback                                    4,055,111          6,803,542
    Deferred income taxes                                             22,915,936         16,114,342
                                                                  ----------------------------------
      Total long-term liabilities                                    798,877,201        668,807,357

MINORITY INTERESTS IN SUBSIDIARIES                                    24,292,748         43,001,950

SHAREHOLDERS' EQUITY:
    Class A common stock, $.01 par value: 10,000,000 shares
      authorized, 1,500 shares issued and outstanding                         15                 15
    Class B common stock, no par value: 1,000,000 shares
      authorized, 234,073 shares issued                               49,537,607         49,537,607
    Additional paid-in-capital                                        13,790,731         13,773,691
    Unearned compensation - stock options                             (3,357,514)        (4,221,326)
    Retained earnings                                                 62,953,752         58,105,217
    Treasury stock, 57,211 Class B shares at cost                    (24,198,890)       (24,198,890)
    Accumulated other comprehensive income                           (32,308,349)       (17,196,698)
                                                                  -----------------------------------
      Total shareholders' equity                                      66,417,352         75,799,616
                                                                  -----------------------------------
TOTAL                                                             $1,011,205,479       $882,672,634
                                                                  ===================================
</TABLE>
     See accompanying Notes to Condensed Consolidated Financial Statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
                      CINEMARK USA, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)

                                                      THREE MONTHS ENDED SEPTEMBER 30,   NINE MONTHS ENDED SEPTEMBER 30,
                                                         1999              1998               1999             1998
                                                     ---------------------------------   --------------------------------
REVENUES
<S>                                                 <C>                <C>               <C>              <C>
   Admissions                                        $ 136,571,435      $ 103,913,412     $ 343,608,982    $ 265,366,057
   Concessions                                          65,430,836         54,972,765       166,884,681      141,863,239
   Other                                                 8,551,785          5,738,849        23,194,450       12,591,513
                                                    ----------------------------------   --------------------------------
       Total                                           210,554,056        164,625,026       533,688,113      419,820,809

COSTS AND EXPENSES:
   Cost of operations
      Film rentals and advertising                      73,130,909         55,512,785       183,490,925      142,467,211
      Concession supplies                               11,848,441          9,392,262        28,855,519       22,922,612
      Salaries and wages                                21,965,254         18,716,250        62,575,802       50,172,697
      Facility leases                                   22,257,551         16,814,790        65,002,951       44,280,349
      Utilities and other                               27,202,248         20,353,739        74,134,044       54,740,591
                                                     ---------------------------------   --------------------------------
       Total                                           156,404,403        120,789,826       414,059,241      314,583,460

   General and administrative expenses                   8,378,683          8,472,756        24,879,571       23,398,154
   Depreciation and amortization                        13,955,873          9,634,104        37,916,476       25,495,192
   Asset impairment loss                                 1,550,000                  -         1,550,000                -
                                                     ---------------------------------   --------------------------------
       Total                                           180,288,959        138,896,686       478,405,288      363,476,806

OPERATING INCOME                                        30,265,097         25,728,340        55,282,825       56,344,003

OTHER INCOME (EXPENSE)
   Interest expense                                    (15,289,827)       (10,889,544)      (41,764,049)     (29,480,236)
   Amortization of debt issue cost                        (225,175)          (168,429)         (632,845)        (529,911)
   Amortization of bond discount                           (43,625)           (43,625)         (130,875)        (122,542)
   Interest income                                         550,260            345,721         1,834,129        2,527,511
   Gain (loss) on sale of assets and other                (891,712)             7,681          (891,475)       1,060,178
   Foreign currency exchange gain (loss)                   121,730           (389,956)          121,350       (1,098,791)
   Equity in income of affiliates                          (35,771)         1,337,954            77,355        1,200,756
   Minority interests in subsidiaries                     (890,448)          (579,285)          100,362          415,634
                                                     ----------------------------------   -------------------------------
       Total                                           (16,704,568)       (10,379,483)      (41,286,048)     (26,027,401)
                                                     ----------------------------------   -------------------------------

INCOME BEFORE INCOME TAXES AND CUMULATIVE
   EFFECT OF AN ACCOUNTING CHANGE                       13,560,529         15,348,857        13,996,777       30,316,602

Income taxes                                             5,253,301          5,876,811         6,179,605       11,414,880
                                                     ----------------------------------   -------------------------------
INCOME BEFORE CUMULATIVE EFFECT OF
   AN ACCOUNTING CHANGE                                  8,307,228          9,472,046         7,817,172       18,901,722

Cumulative effect of a change in an accounting principle
   - net of tax benefit of $417,570                              -                  -        (2,968,637)               -
                                                    ----------------------------------   --------------------------------
NET INCOME                                             $ 8,307,228        $ 9,472,046       $ 4,848,535     $ 18,901,722
                                                    ==================================   ================================
EARNINGS PER SHARE:
   Basic:
     Income before cumulative effect of an
        accounting change                                  $ 46.58            $ 53.12           $ 43.83         $ 106.01
     Cumulative effect of an accounting change                   -                  -            (16.64)               -
                                                    ----------------------------------   --------------------------------
     Net Income                                            $ 46.58            $ 53.12           $ 27.18         $ 106.01
                                                    ==================================   ================================
   Diluted:
      Income before cumulative effect of an
         accounting change                                 $ 43.32            $ 50.78           $ 40.76         $ 101.33
      Cumulative effect of an accounting change                  -                  -            (15.48)               -
                                                    ----------------------------------   --------------------------------
      Net Income                                           $ 43.32            $ 50.78           $ 25.28         $ 101.33
                                                    ==================================   ================================
COMMON SHARES OUTSTANDING:
   Basic:
     Weighted average common shares outstanding            178,362            178,302           178,362          178,302
                                                    ==================================   ================================
   Diluted:
      Weighted average common shares outstanding           178,362            178,302           178,362          178,302
      Common equivalent shares for stock options            13,409              8,235            13,409            8,235
                                                    ----------------------------------   --------------------------------
      Weighted average shares outstanding                  191,771            186,537           191,771          186,537
                                                    ==================================   ================================
</TABLE>
       See accompanying Notes to Condensed Consolidated Financial Statements.

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

                                                                                NINE MONTHS ENDED SEPTEMBER 30,
                                                                                  1999                   1998
                                                                               --------------------------------------
OPERATING ACTIVITIES:
<S>                                                                            <C>                     <C>

     Net Income (loss)                                                            $ 4,848,535           $ 18,901,722

     Noncash items in net income:
        Depreciation                                                               37,145,230             24,385,578
        Amortization - goodwill and other assets                                    1,404,091              1,109,614
        Loss on impairment of assets                                                1,550,000                      -
        Amortization of gain on sale leaseback                                       (164,190)                     -
        Deferred lease expenses                                                     1,207,541              1,166,329
        Amortization of prepaid leases                                                758,756                363,982
        Deferred income tax expense                                                 6,801,594              8,861,349
        Amortization of debt discount and premium                                     (21,382)               (29,714)
        Amortized compensation - stock options                                        887,662                669,875
        Loss on sale of assets and other                                              891,475                 38,613
        Equity in income of affiliates                                                (77,355)            (1,200,756)
        Minority interests in income (loss) of subsidiaries                          (100,362)              (415,634)
        Cumulative effect of an accounting change                                   3,386,207                      -

    Cash provided by (used for) operating working capital:
        Inventories                                                                  (628,839)              (971,176)
        Co-op advertising and other receivables                                    (6,692,976)            (4,504,814)
        Prepaid expenses and other                                                 (1,789,883)             4,326,629
        Accounts payable and accrued expenses                                      15,354,955             (9,627,967)
        Income tax receivable/payable                                                (713,314)                     -
                                                                               ---------------------------------------
           Net cash provided by operating activities                               64,047,745             43,073,630

INVESTING ACTIVITIES:
     Additions to Theatre properties and equipment                               (169,383,765)          (284,656,008)
     Proceeds on sale of theatre properties and equipment                           1,472,410            133,802,332
     Decrease in certificates of deposit                                            4,056,096                      -
     Decrease in investments in and advances to affiliates                          9,394,870              4,022,390
     Increase in goodwill, deferred charges and other                             (18,727,756)            (8,092,464)
                                                                               --------------------------------------
        Net cash used for investing activities                                   (173,188,145)          (154,923,750)

FINANCING ACTIVITIES:
     Issuance of Senior Subordinated Notes                                                  -            103,950,000
     Decrease in long-term debt                                                   (19,385,516)          (203,446,337)
     Increase in long-term debt                                                   136,576,424            192,396,139
     Minority investment in subsidiaries, net                                     (21,103,840)             7,839,071
                                                                               --------------------------------------
        Net cash provided by financing activities                                  96,087,068            100,738,873

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                              (111,651)               (67,019)
                                                                               --------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  (13,164,983)           (11,178,266)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                           25,645,868             31,788,380
                                                                               --------------------------------------
     End of period                                                               $ 12,480,885           $ 20,610,114
                                                                               ======================================
</TABLE>
     See accompanying Notes to Condensed Consolidated Financial Statements.

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

1.      Interim Financial Statements

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

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

        Operating  results for the nine months ended  September 30, 1999 are not
necessarily indicative of the results to be achieved for the full year.

2       Foreign Currency Translation

        The accumulated other  comprehensive  income in shareholders'  equity of
$32,308,349  and  $17,196,698  at  September  30, 1999 and  December  31,  1998,
respectively,  primarily relates to the unrealized  adjustments from translating
the financial  statements of Cinemark Brasil,  S.A., Cinemark de Mexico, S.A. de
C.V. and Cinemark Chile, S.A..

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

        In  1999,  the  economy  of  Mexico   reverted  back  to  a  non  highly
inflationary  status in which the peso again became the  functional  currency of
Cinemark de Mexico resulting in certain assets,  liabilities and equity accounts
being restated at the current exchange rate. Thus, changes in the peso have been
recorded in the accumulated other comprehensive  income account during the first
nine months of 1999.


3.      FAS 130 - Comprehensive  Income

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

<TABLE>
<CAPTION>

                                                  Three Months Ended                      Nine Months Ended
                                                     September 30,                          September 30,
                                                1999                1998               1999               1998
                                                ----                ----               ----               ----
<S>                                          <C>                 <C>               <C>                  <C>

Net income                                    $ 8,307,228         $ 9,472,046         $4,848,535        $18,901,722
Foreign currency translation adjustment        (1,701,936)            100,246        (15,111,651)        (7,822,687)
                                             -------------        -----------       -------------       ------------
Comprehensive income (loss)                    $6,605,292          $9,572,292       $(10,263,116)       $11,079,035
                                             =============        ===========       =============       ============
</TABLE>

                                       6


<PAGE>

4.      Income Taxes

        Beginning   January  1,  1999,   management   plans  to   reinvest   the
undistributed  earnings of its foreign  subsidiaries located in Mexico, Peru and
Argentina.  For years  beginning  after 1998, the Company  adopted the exception
allowed  under APB  Opinion  #23 for these  foreign  subsidiaries.  As a result,
deferred  U.S.  federal  income  taxes  are not  provided  on the  undistributed
earnings of these foreign  subsidiaries.  The cumulative amount of undistributed
earnings on which the Company has not recognized income taxes is $6.9 million.

5.      Accounting for Start-up Activities and Organization Costs

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

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

6.      Supplemental Cash Flow Information

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

                                                Nine Months Ended September 30,
                                                 1999                  1998
               Cash paid for interest         $53,093,218           $37,797,868
               Cash paid for income taxes     $ 2,506,399           $ 3,750,500


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

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

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

               Theatre properties and equipment, net                $4,306,176
               Net other assets                                        693,824
               Minority interest                                    (2,495,000)
                                                                    -----------
               Investment in affiliate                              $2,505,000
                                                                    ===========

                                       7


<PAGE>

7.     Reporting Segments

       The Company operates in a single industry as a motion picture  exhibitor.
The Company is a multinational  corporation with consolidated  operations in the
United States,  Mexico,  Canada,  Argentina,  Brazil,  Central  America,  Chile,
Ecuador and Peru.  Revenues and long-lived assets in the United States and other
countries for the nine months ended September 30 are as follows:

<TABLE>
<CAPTION>
                                                                       Other Foreign
                      United States       Mexico          Brazil         Countries     Eliminations     Consolidated
1999
<S>                   <C>             <C>             <C>             <C>              <C>            <C>
Total revenues          $417,705,026     $41,860,493     $29,081,211      $47,093,441   $(2,052,058)       $533,688,113
                      =============== =============== =============== ================ ============== ==================
Long-lived assets,
net                     $706,172,108     $58,760,210     $50,162,857      $77,114,826              -       $892,210,001
                      =============== =============== =============== ================ ============== ==================


1998

Total revenues          $360,772,455     $34,984,815     $21,159,308       $4,031,173   $(1,126,942)       $419,820,809
                      =============== =============== =============== ================ ============== ==================

Long-lived assets,
net                     $550,723,801     $34,408,937     $57,906,759      $25,150,171              -       $668,189,668
                      =============== =============== =============== ================ ============== ==================

</TABLE>

































                                       8


<PAGE>

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

Results of Operations

        The  following  table  presents  certain  income  statement  items  as a
percentage of revenues.
<TABLE>
<CAPTION>
                                                               % of Revenues                  % of Revenues
                                                            Three Months Ended              Nine Months Ended
                                                               September 30,                  September 30,
                                                               1999           1998            1999          1998
<S>                                                          <C>            <C>             <C>            <C>

  Revenues:
    Admissions                                                 64.9           63.1            64.4          63.2
    Concessions                                                31.1           33.4            31.3          33.8
    Other                                                       4.0            3.5             4.3           3.0
                                                              -----          -----           -----         -----
  Total revenues                                              100.0          100.0           100.0         100.0
  Cost of operations                                           74.3           73.4            77.6          74.9
  General and administrative expenses                           4.0            5.2             4.7           5.6
  Depreciation and amortization                                 6.6            5.8             7.1           6.1
  Asset impairment loss                                         0.8            0.0             0.3           0.0
  Operating income                                             14.4           15.6            10.4          13.4
  Interest expense                                              7.3            6.6             7.8           7.0
  Income (loss) before income taxes and
     Cumulative effect of an accounting change                  6.4            9.3             2.6           7.2
  Income (loss) before cumulative effect
     Of an accounting change                                    3.9            5.8             1.5           4.5
  Net income (loss)                                             3.9            5.8             0.9           4.5
</TABLE>

Revenues

        Revenues for the quarter ended  September  30, 1999  increased to $210.6
million from $164.6  million for the quarter  ended  September 30, 1998, a 27.9%
increase.  The  Company  generated  revenues  for the nine  month  period  ended
September 30, 1999 (the "1999  period") of $533.7  million as compared to $419.8
million for the nine month period ended  September 30, 1998 (the "1998 period"),
a 27.1% increase. The increase in revenues are primarily attributable to a 27.5%
increase  in  attendance  in the third  quarter of 1999 as compared to the third
quarter of 1998 and a 24.9%  increase in  attendance  for the 1999 period versus
the 1998 period as the result of the net addition of 544 screens since the third
quarter of 1998. Revenues per average screen have decreased 11.6% to $83,728 for
the third  quarter of 1999 as compared to $94,748 for the third quarter of 1998.
Revenues per average  screen have decreased 4.2% to $221,080 for the 1999 period
from  $230,836  for the 1998 period.  Admissions  and  concessions  revenues per
patron in the third  quarter of 1999 and for the 1999  period  remained  flat as
compared to the prior year.


Cost of Operations

        Cost of operations,  as a percentage of revenues,  increased to 74.3% in
the third quarter of 1999 from 73.4% in the third quarter of 1998.  The increase
as a percentage of revenues resulted from an increase in concession  supplies as
a percentage of  concession  revenues to 18.1% in the third quarter of 1999 from
17.1%  in the  third  quarter  of 1998 as a  result  of the  greater  number  of
international theatres in operation,  an increase in facility lease expense as a
percentage  of revenues to 10.6% in the third  quarter of 1999 from 10.2% in the
third  quarter of 1998 and an  increase  in  utilities  and other  expenses as a
percentage  of revenues to 12.9% in the third  quarter of 1999 from 12.4% in the
third quarter of 1998.  These  increases were partially  offset by a decrease in
salaries  and wages  expense as a  percentage  of revenues to 10.4% in the third
quarter of 1999 from 11.4% in the second quarter of 1998.

                                       9
<PAGE>

        Cost of operations,  as a percentage of revenues,  increased to 77.6% in
the 1999  period  from  74.9% for the same  period in 1998.  The  increase  as a
percentage  of revenues  resulted  from an increase in  concession  expense as a
percentage of concession  revenues to 17.3% in the 1999 period from 16.2% in the
1998  period as a result of the  greater  number of  international  theatres  in
operation,  an increase in facility lease expense as a percentage of revenues to
12.2% in the 1999 period from 10.5% in the 1998 period  partially as a result of
the two sale  leaseback  transactions  which  occurred  in the first and  fourth
quarters of 1998 and an increase in utilities and other expenses as a percentage
of revenues to 13.9% in the 1999  period  from 13.0% in the 1998  period.  These
increases  were  partially  offset by a decrease in film rental and  advertising
costs as a percentage  of  admissions  revenues to 53.4% in the 1999 period from
53.7% in the 1998  period  and a decrease  in  salaries  and wages  expense as a
percentage  of  revenues  to  11.7% in the 1999  period  from  12.0% in the 1998
period.


General and Administrative Expenses

        General  and  administrative  expenses,  as a  percentage  of  revenues,
declined  to 4.0% in the third  quarter of 1999 as compared to 5.2% in the third
quarter of 1998. General and administrative expenses as a percentage of revenues
also  decreased in the nine month period ended  September  30, 1999 to 4.7% from
5.6% for the same period in 1998.  The  decrease  in general and  administrative
expenses as a percentage of revenues is  reflective  of the Company's  expanding
base of theatre operations.

        The absolute level of general and  administrative  expenses increased to
$24.9  million in the 1999 period  from $23.4  million in the 1998  period.  The
increase  in the  absolute  level of  general  and  administrative  expenses  is
attributed to costs (primarily salaries and wages) associated with the Company's
expansion program.


Depreciation and Amortization

        Depreciation  and  amortization  increased 45.8% to $14.0 million in the
third  quarter of 1999 from $9.6 million in the third  quarter of 1998.  For the
1999 period, depreciation and amortization increased 48.6% to $37.9 million from
$25.5  million in the 1998 period.  The increase is a result of the net addition
of $280 million in theatre  property and  equipment  since the third  quarter of
1998,  a  35.6%  increase.   The  difference  in  the  percentage   increase  in
depreciation and  amortization  compared to the increase in theatre property and
equipment is a result of the timing of when the additions were placed in service
during the period.


Asset Impairment Loss

        The Company  recorded asset  impairment  charges of $1.55 million in the
third quarter of 1999 pursuant to Statement of Financial Standards No. 121 (FASB
121). In accordance  with FASB 121, the Company wrote down the assets of certain
theatres to their fair value.


Interest Expense

        Interest costs incurred,  including  amortization of debt issue cost and
bond discount, increased 36.7% during the third quarter of 1999 to $16.4 million
(including  capitalized  interest to properties under  construction)  from $12.0
million (including  capitalized  interest).  Interest costs incurred in the 1999
period,  including amortization of debt issue cost and bond discount,  increased
34.9% to $46.0  million  (including  capitalized  interest to  properties  under
construction)  from $34.1 million (including  capitalized  interest) in the 1998
period.  The increase in interest  costs  incurred for the third quarter of 1999
and the 1999 period was due  principally  to an  increase  in the  average  debt
outstanding resulting from borrowings under the Company's Credit Facility and an
increase in interest rates.

                                       10

<PAGE>
Income Taxes

        Income tax expense of $6.2  million was  recorded for the 1999 period as
compared  to  income  tax  expense  of $11.4  million  in the 1998  period.  The
Company's  effective tax rate for the 1999 period was 44.2% compared to 37.7% in
the 1998  period.  The  increase  is due to the  increase  in the local  country
foreign  taxes and losses in certain  foreign  countries  which are subject to a
valuation allowance.


Cumulative Effect of a Change in an Accounting Principle

        The  Company  recorded  a  cumulative  effect of a change in  accounting
principle of $3.0 million  (net of tax) in the first  quarter of 1999  resulting
from the write off of the unamortized start-up activities and organization costs
due to the adoption of Statement of Position (SOP) 98-5.


Liquidity and Capital Resources

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

        The Company's theatres are typically equipped with modern projection and
sound equipment,  with  approximately 80% of the screens operated by the Company
having been built in the 1990's.  The Company's  investing  activities have been
principally in connection with new theatre openings and acquisitions of existing
theatres and theatre  circuits.  As of November 10, 1999, the Company has opened
14 theatres (218 screens) and has 7 theatres (123 screens) under construction or
scheduled  to open in the  United  States by the end of 1999.  Certain  of these
theatres will be megaplexes which may cost in excess of $15 million per theatre.
The Company  also plans to open  approximately  175 screens in the U.S. in 2000.
The  Company  currently   estimates  that  its  capital   expenditures  for  the
development of these approximately 525 screens in the U.S. in 1999 and 2000 will
be approximately $260 million. As of November 10, 1999, the Company had expended
approximately $188 million toward the development of these screens.  The Company
plans to fund  capital  expenditures  for its  development  from  cash flow from
operations,   sale  leaseback  transactions  and  borrowings  under  the  Credit
Facility.  Actual  expenditures for theatre  development and acquisitions during
1999 and 2000 are subject to change based upon the  availability  of  attractive
opportunities for expansion of the Company's theatre circuit.

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

        In June 1997, the Company issued $75 million  principal amount of Series
D Senior Subordinated Notes due 2008 which bear interest at a rate of 9-5/8% per
annum (the "Series D Notes"),  payable  semi-annually on February 1 and August 1
of each  year.  The  Series D Notes were  issued at 103% of the  principal  face
amount (a premium of $30.00 per $1,000  principal  amount).  The net proceeds to
the Company from the  issuance of the Series D Notes (net of fees and  expenses)
were  approximately  $77.1  million.  The  proceeds  of the  Series D Notes were
utilized to reduce the Company's indebtedness under the Credit Facility.

                                       11
<PAGE>

        In January 1998,  the Company  issued $105 million  aggregate  principal
amount of 8-1/2% Series A Senior Subordinated Notes due 2008 which bear interest
at a rate of 8-1/2% per annum (the "Series A Notes"),  payable  semi-annually on
February 1 and August 1 of each year pursuant to Rule 144A (the "Offering"). The
Series A Notes were issued at 99.0% of the principal  face amount (a discount of
$10.00 per $1,000 principal amount).  The net proceeds of the Offering of $103.9
million (net of discount,  fees and  expenses)  were  utilized by the Company to
reduce  the  Company's  indebtedness  under the  Credit  Facility.  The  Company
exchanged  the  Series A Notes  on March  17,  1998 for  8-1/2%  Series B Senior
Subordinated  Notes (the  "8-1/2%  Series B Notes")  which have been  registered
under the Securities Act of 1933, as amended.

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

        The  Credit  Facility  is a reducing  revolving  credit  facility,  with
commitments   automatically   reduced  each  calendar   quarter  by  $8,750,000,
$11,812,500,  $13,125,000,  $12,031,000  and  $6,562,500  in calendar year 2001,
2002, 2003, 2004 and 2005,  respectively.  The Company is required to prepay all
loans  outstanding in excess of the aggregate  commitment as reduced pursuant to
the  terms of the  Credit  Facility.  Borrowings  are  secured  by a pledge of a
majority of the issued and  outstanding  capital  stock of the Company,  and the
credit agreement  requires that the Company  maintains certain financial ratios;
restricts  the  payment  of  dividends,  payment of  subordinated  debt prior to
maturity  and  issuance of  preferred  stock and other  indebtedness;  and other
restrictive  covenants.  Pursuant  to the terms of the  Credit  Facility,  funds
borrowed  bear  interest  at a rate per  annum  equal to the  Offshore  Rate (as
defined  in the  Credit  Facility)  or the Base Rate (as  defined  in the Credit
Facility,  as the case may be),  plus the  Applicable  Margin (as defined in the
Credit Facility). As of November 10, 1999, the Company had borrowed $320 million
under the Credit Facility.  The effective interest rate on such borrowings as of
November 10, 1999 is 8.2% per annum.

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

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













                                       12


<PAGE>

        In 1992,  the  Company  formed  Cinemark  International  to develop  and
acquire theatres in  international  markets.  As of November 10, 1999,  Cinemark
International,  through  its  affiliates,  operated 63  theatres  (564  screens)
principally in Latin America.  The following table  summarizes the Company's and
Cinemark  International's  holdings in each international  market, the number of
theatres  and screens in such  market as of November  10, 1999 and the number of
theatres and screens under construction in 1999.

<TABLE>
<CAPTION>
                           Year of                               Operating                1999 Planned Openings
Country                   Formation      Ownership %         Theatres/Screens               Theatres/Screens
-------                   ---------      -----------         ----------------             ---------------------
<S>                         <C>          <C>            <C>                               <C>
Mexico                      1992              95%        20 theatres (192 screens)
Chile                       1992              98%        11 theatres (89 screens)
Argentina                   1995             100%         5 theatres (44 screens)
Argentina                   1997             100%         2 theatres (15 screens)
Brazil                      1996              60%        15 theatres (147 screens)          2 theatres (16 screens)
Ecuador                     1996              60%         2 theatres (16 screens)           existing theatre (3 screens)
Peru                        1996             100%         2 theatres (21 screens)
Central America             1997              50%         7 theatres (45 screens)
United Kingdom              1998             100%                   N/A
Taiwan                      1998              51%                   N/A
Colombia                    1998              50%                   N/A
Germany                     1999             100%                   N/A


    Total                                                64 theatres (569 screens)           2 theatres (19 screens)
</TABLE>

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

        In August 1998, the Company formed Cinemark Investments  Corporation for
the purpose of financing its Brazilian  operations by investing in foreign fixed
rate notes issued by Cinemark Brasil S.A., an indirect  Brazilian  subsidiary of
the Company.  In September 1998,  Cinemark  Investments  Corporation  executed a
credit  agreement  with  Bank of  America  that  provides  Cinemark  Investments
Corporation up to $20 million in the aggregate  under a revolving line of credit
facility (the Cinemark  Investments Credit Agreement).  The Cinemark Investments
Credit  Agreement is secured by an assignment of certain fixed rate notes issued
by Cinemark Brasil S.A. to Cinemark Investments Corporation and an unconditional
guaranty  by the  Company.  Pursuant  to the terms of the  Cinemark  Investments
Credit Agreement,  funds borrowed bear interest at a rate per annum equal to the
Offshore Rate or the Base Rate (both defined in the Cinemark  Investments Credit
Agreement)  as the case may be. As of November  10, 1999,  Cinemark  Investments
Corporation  had borrowed  $20 million  under the  Cinemark  Investments  Credit
Agreement,  the proceeds of which were used to purchase  fixed rate notes issued
by Cinemark Brasil S.A. bearing interest at 13.25%.  The effective interest rate
on such borrowings as of November 10, 1999 is 8.6% per annum.

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

        In September 1998, Cinemark  International  entered into a joint venture
agreement with Core Pacific Ltd. to develop state-of-the-art  multiplex theatres
in Taiwan,  Republic of China.  The joint  venture  will  conduct  its  business
through   Cinemark-Core   Pacific   Ltd.   which  is  50.5%  owned  by  Cinemark
International  and 49.5% owned by Core Pacific Ltd.  Cinemark-Core  Pacific Ltd.
expects to begin construction on four theatres (32 screens) during 2000.

                                       13


<PAGE>

        In November 1998,  Cinemark Mexico executed a credit agreement with Bank
of  America   National  Trust  and  Savings   Association   for  itself  and  as
Administrative Agent (the Cinemark Mexico Credit Agreement). The Cinemark Mexico
Credit  Agreement  is a revolving  credit  facility  and  provides for a loan to
Cinemark  Mexico of up to $30  million in the  aggregate.  The  Cinemark  Mexico
Credit  Agreement  is  secured  by a pledge of 65% of the stock of  Cinemark  de
Mexico S.A. de C.V. and an  unconditional  guaranty by the Company.  Pursuant to
the terms of the Cinemark Mexico Credit Agreement,  funds borrowed bear interest
at a rate per annum  equal to the  Offshore  Rate (as  defined  in the  Cinemark
Mexico  Credit  Agreement)  or the Base Rate (as defined in the Cinemark  Mexico
Credit Agreement), as the case may be, plus the Applicable Margin (as defined in
the Cinemark  Mexico Credit  Agreement).  Cinemark  Mexico  borrowed $30 million
under the Cinemark Mexico Credit  Agreement,  the proceeds of which were used to
repay an  intercompany  loan of  Cinemark  Mexico from  Cinemark  International.
Cinemark  International  used  the  proceeds  of such  repayment  to  repay  all
outstanding  indebtedness under its then existing credit facility. The effective
interest rate on such borrowings as of November 10, 1999 is 6.6% per annum.

        In December 1998,  Cinemark  International entered entered into a joint
venture  agreement  with  Casa  Editorial  El  Tiempo  S.A.,  Tempora S.A.  and
Prodiscos  S.A. to develop  state-of-the-art  multiplex  theatres in  Colombia.
The  joint  venture  will  conduct its business through Cinemark Colombia  S.A.
which  is  owned 50.1% by Cinemark  International,  and the remaining  49.9% is
collectively owned by Casa Editorial El Tiempo S.A., Tempora S.A. and Prodiscos
S.A. Cinemark Colombia S.A. expects to begin  construction on one theatre
(10 screens) during 1999.

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

        In September 1999, Cinemark  International acquired all of the shares of
its Argentine joint venture  partner,  Prodecine S.A.,  which held the remaining
50% of the shares of Cinemark  Argentina S.A. Cinemark  International paid $2.75
million in cash and delivered the following promissory notes bearing interest at
the rate of 10% per annum:  (a) totalling  US$2.5  million due January 2000, (b)
totalling  US$2.5 million due April 2000, (c) totalling  A$2.5 million pesos due
July 2000, (c) totalling A$3.5 million pesos due October 2000.


Year 2000 Compliance

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

        The Year 2000 compliance  effort undertaken by the Company was initially
structured  around a process of  assessment,  modification  and testing.  At the
present  time,  the  necessary  modifications  to the  day-to-day  operating and
reporting  systems for all theatres have been  successfully  completed to ensure
Year 2000 compliance. The necessary modifications to the financial reporting and
operational  databases associated with the U.S. corporate office and the various
international  corporate  offices to ensure Year 2000  compliance have also been
completed.  The costs to  modify  these  existing  systems  to ensure  Year 2000
compliance were less than $100,000 in the aggregate.

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

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

                                       14


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

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


Item 3. Quantitative and Qualitative Disclosures About Market Risk

        The Company has limited  exposure to financial  market risks,  including
changes in interest rates and other relevant market prices. The Company does not
have any derivative financial instruments in place as of September 30, 1999.

        An increase or decrease in interest  rates would affect  interest  costs
relating to the Company's  variable rate credit  facilities.  The Company and/or
its  subsidiaries  are  currently  parties to three such credit  facilities.  At
September  30, 1999,  there was an aggregate  of  approximately  $347 million of
variable rate debt outstanding under these facilities. The facilities are priced
with a  variable  rate  based on LIBOR or a base rate,  plus,  in each case,  an
applicable  margin.  The  Company has no  interest  rate swaps or other  hedging
facilities  relating to these  credit  facilities.  These  facilities  represent
approximately  45% of the  Company's  outstanding  long-term  debt.  Changes  in
interest  rate do not have a direct impact on interest  expense  relating to the
remaining fixed rate debt facilities.

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



















                                       15


<PAGE>
PART II.       Other Information

Item 1. Legal Proceedings

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

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

Item 2. Change in Securities and Use of Proceeds

        Not Applicable

Item 3. Defaults upon Senior Securities

        Not Applicable

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

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

Item 5. Other Information

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

Item 6. Exhibits and Reports on Form 8-K

        a)     Supplemental schedules specified by the Senior Notes indenture:

                           Condensed Consolidating Balance Sheet
                           (unaudited) as of September 30, 1999

                           Condensed Consolidating Statement of
                           Income (unaudited) for the nine months
                           ended September 30, 1999

                           Condensed   Consolidating   Statement  of  Cash  Flow
                           (unaudited)  for the nine months ended  September 30,
                           1999

         b)     Reports on Form 8-K

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

                                       16
<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            AS OF SEPTEMBER 30, 1999
                                   (Unaudited)

                                                       Restricted      Unrestricted
                                                         Group             Group       Eliminations         TOTAL
                                                     --------------   ---------------  ------------        --------
                   ASSETS
<S>                                                  <C>              <C>              <C>                 <C>
CURRENT ASSETS:
    Cash and cash equivalents                           $ 8,728,204      $ 3,752,681             $ -      $ 12,480,885
    Inventories                                           3,094,700        1,125,844               -         4,220,544
    Co-op advertising and other receivables             (13,488,917)      32,944,877        (348,696)       19,107,264
    Tax receivable                                        3,715,812           30,144               -         3,745,956
    Prepaid expenses and other                            3,219,705          269,374               -         3,489,079
                                                     ------------------------------------------------------------------
       Total current assets                               5,269,504       38,122,920        (348,696)       43,043,728

THEATRE PROPERTIES AND EQUIPMENT                        965,884,147       99,942,377               -     1,065,826,524
    Less accumulated depreciation and amortization     (161,108,362)     (12,508,161)              -      (173,616,523)
                                                     ------------------------------------------------------------------
       Theatre properties and equipment - net           804,775,785       87,434,216               -       892,210,001

OTHER ASSETS:
    Certificates of deposit                                       -                -               -                 -
    Investments in and advances to affiliates           111,981,121       22,085,057    (131,702,160)        2,364,018
    Goodwill - net                                       10,457,348        8,226,859               -        18,684,207
    Deferred charges and other - net                     45,975,945        8,927,580               -        54,903,525
                                                     ------------------------------------------------------------------
       Total other assets                               168,414,414       39,239,496    (131,702,160)       75,951,750
                                                     ------------------------------------------------------------------
TOTAL                                                 $ 978,459,703    $ 164,796,632   $(132,050,856)   $ 1,011,205,479
                                                     ==================================================================

     LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt                     $ 276,718      $10,140,097             $ -        10,416,815
    Accounts payable and accrued expenses                99,570,450       11,917,092        (286,179)      111,201,363
                                                     ------------------------------------------------------------------
       Total current liabilities                         99,847,168       22,057,189        (286,179)      121,618,178

LONG-TERM LIABILITIES:
    Senior credit agreements                            334,680,439       41,187,611               -       375,868,050
    Senior subordinated debt                            380,251,816                -               -       380,251,816
    Deferred lease expenses                              15,538,016          248,272               -        15,786,288
    Deferred gain on sale leaseback                       4,055,111                -               -         4,055,111
    Deferred income taxes                                22,914,899            1,037               -        22,915,936
                                                     ------------------------------------------------------------------
       Total long-term liabilities                      757,440,281       41,436,920               -       798,877,201

MINORITY INTERESTS IN SUBSIDIARIES                        5,827,014       18,465,734               -        24,292,748

SHAREHOLDERS' EQUITY:
    Class A common stock, $.01 par value: 10,000,000 shares
       authorized, 1,500 shares issued and outstanding           15                -               -                15
    Class B common stock, no par value: 1,000,000 shares
       authorized, 234,073 shares issued                 70,801,404       10,901,000     (32,164,797)       49,537,607
    Additional paid-in-capital                           13,790,731       99,599,880     (99,599,880)       13,790,731
    Unearned compensation - stock options                (3,357,514)               -               -        (3,357,514)
    Retained earnings                                    69,622,693       (6,143,941)       (525,000)       62,953,752
    Treasury stock, 57,211 Class B shares at cost       (24,198,890)               -               -       (24,198,890)
    Distributions                                                 -         (525,000)        525,000                 -
    Other accumulated comprehensive income              (11,313,199)     (20,995,150)              -       (32,308,349)
                                                     ------------------------------------------------------------------
       Total shareholders' equity                       115,345,240       82,836,789    (131,764,677)       66,417,352
                                                     ------------------------------------------------------------------
TOTAL                                                 $ 978,459,703    $ 164,796,632   $(132,050,856)   $ 1,011,205,479
                                                     ==================================================================
</TABLE>

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

                                       17
<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (Unaudited)

                                                             Restricted       Unrestricted
                                                               Group             Group        Eliminations       TOTAL
                                                           --------------   ---------------   -------------   -------------
<S>                                                        <C>              <C>               <C>             <C>
REVENUES:
    Admissions                                              $ 304,365,878      $39,243,104             $ -     $343,608,982
    Concessions                                               153,984,726       12,899,955               -      166,884,681
    Other                                                      21,625,929        2,061,367        (492,846)      23,194,450
                                                           -----------------------------------------------------------------
                  Total                                       479,976,533       54,204,426        (492,846)     533,688,113

COSTS AND EXPENSES:
    Cost of operations
       Film rentals and advertising                           163,756,598       19,734,327               -      183,490,925
       Concession supplies                                     24,580,460        4,275,059               -       28,855,519
       Salaries and wages                                      57,029,193        5,546,609               -       62,575,802
       Facility leases                                         55,921,174        9,081,777               -       65,002,951
       Utilities and other                                     68,640,648        5,986,242        (492,846)      74,134,044
                                                           -----------------------------------------------------------------
                  Total                                       369,928,073       44,624,014        (492,846)     414,059,241

    General and administrative expenses                        19,824,901        5,054,670               -       24,879,571
    Depreciation and amortization                              31,082,163        6,834,313               -       37,916,476
    Asset impairment loss                                       1,550,000                -               -        1,550,000
                                                           -----------------------------------------------------------------
                  Total                                       422,385,137       56,512,997        (492,846)     478,405,288

OPERATING INCOME                                               57,591,396       (2,308,571)              -       55,282,825

OTHER INCOME (EXPENSE)
    Interest expense                                          (39,077,411)      (2,686,638)              -      (41,764,049)
    Amortization of debt issue cost                              (560,970)         (71,875)              -         (632,845)
    Amortization of bond discount                                (130,875)               -               -         (130,875)
    Dividend income                                               525,000                -        (525,000)               -
    Interest income                                             1,193,869          640,260               -        1,834,129
    Gain (loss) on sale of assets and other                    (1,032,535)         141,060               -         (891,475)
    Foreign currency exchange gain                                 92,719           28,631               -          121,350
    Equity in income of affiliates                                  1,726           75,629               -           77,355
    Minority interests in subsidiaries                         (1,340,814)       1,441,176               -          100,362
                                                           -----------------------------------------------------------------
                  Total                                       (40,329,291)        (431,757)       (525,000)     (41,286,048)
                                                           -----------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES AND
    CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE                  17,262,105       (2,740,328)       (525,000)      13,996,777

Income taxes                                                    5,081,463        1,098,142               -        6,179,605
                                                           -----------------------------------------------------------------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT
    OF AN ACCOUNTING CHANGE                                    12,180,642       (3,838,470)       (525,000)       7,817,172

Cumulative effect of a change in accounting principle
     - net of tax benefit                                        (500,857)      (2,467,780)             -        (2,968,637)
                                                           -----------------------------------------------------------------
NET INCOME                                                   $ 11,679,785     $ (6,306,250)     $ (525,000)     $ 4,848,535
                                                           =================================================================
</TABLE>
Note:  "Restricted Group" and "Unrestricted Group" are defined in the
Indenture for the Senior Subordinated Notes.

                                       18
<PAGE>
<TABLE>
<CAPTION>
                       CINEMARK USA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (Unaudited)

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

OPERATING ACTIVITIES:
    Net Income (loss)                                         $ 11,679,785     $ (6,306,250)     $ (525,000)    $ 4,848,535

    Noncash items in net income:
       Depreciation                                             30,368,295        6,776,935               -      37,145,230
       Amortization - goodwill and other assets                  1,345,279           58,812               -       1,404,091
       Loss on impairment of assets                              1,550,000                -               -       1,550,000
       Amortization of gain on sale leaseback                     (164,190)               -               -        (164,190)
       Deferred lease expenses                                   1,076,846          130,695               -       1,207,541
       Amortization of prepaid leases                              690,150           68,606               -         758,756
       Deferred income tax expense                               6,802,957           (1,363)              -       6,801,594
       Amortization of debt discount and premium                   (21,382)               -               -         (21,382)
       Amortized compensation - stock options                      887,662                -               -         887,662
       Loss on sale of assets and other                          1,032,535         (141,060)              -         891,475
       Equity in income of affiliates                               (1,726)         (75,629)              -         (77,355)
       Minority interests in income (loss) of subsidiaries       1,340,814       (1,441,176)              -        (100,362)
       Cumulative effect of an accounting change                   500,857        2,885,350               -       3,386,207

    Cash provided by (used for) operating working capital:
       Inventories                                                   2,135         (630,974)              -        (628,839)
       Co-op advertising and other receivables                  (3,628,733)      (3,064,243)              -      (6,692,976)
       Prepaid expenses and other                               (1,363,465)        (426,418)              -      (1,789,883)
       Accounts payable and accrued expenses                    10,353,548         5,001,407              -      15,354,955
       Income tax receivable/payable                              (713,314)               -               -        (713,314)
                                                             ---------------------------------------------------------------
       Net cash provided by (used for) operating activities     61,738,053        2,834,692        (525,000)     64,047,745

INVESTING ACTIVITIES:
    Additions to Theatre properties and equipment             (158,287,069)     (11,096,696)              -    (169,383,765)
    Proceeds on sale of theatre properties and equipment           966,423          505,987               -       1,472,410
    Decrease in certificates of deposit                          2,244,854        1,811,242               -       4,056,096
    Decrease (increase) in other assets, investments in
       and advances to affiliates                              (18,852,588)       8,994,702         525,000      (9,332,886)
                                                             ---------------------------------------------------------------
       Net cash provided by (used for) investing activities   (173,928,380)         215,235         525,000    (173,188,145)

FINANCING ACTIVITIES:
    Decrease in long-term debt                                 (17,301,048)      (2,084,468)              -     (19,385,516)
    Increase in long-term debt                                 123,020,565       13,555,859               -     136,576,424
    Minority investment in subsidiaries, net                    (2,126,903)     (18,976,937)              -     (21,103,840)
                                                             ---------------------------------------------------------------
       Net cash provided by (used for) financing activities    103,592,614       (7,505,546)              -      96,087,068

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  -         (111,651)              -        (111,651)
                                                             ---------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (8,597,713)      (4,567,270)              -     (13,164,983)

CASH AND CASH EQUIVALENTS:
    Beginning of period                                         17,325,917        8,319,951               -      25,645,868
                                                             ---------------------------------------------------------------
    End of period                                              $ 8,728,204      $ 3,752,681             $ -     $12,480,885
                                                             ===============================================================
</TABLE>

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

                                       19
<PAGE>

                                   SIGNATURES


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




                                                   CINEMARK USA, INC.
                                                   Registrant

DATE:         November 10, 1999


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





                                      20