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corresp

May 27, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

    Attn:

    Mr. David R. Humphrey

    RE:

    Cinemark USA, Inc.

    Form 10-K for year ended December 31, 2004; File No. 033-47040

Dear Mr. Humphrey:

      Cinemark USA, Inc. (the “Company”) proposes certain revisions shown below for its
future filings in response to the comments received from the Securities and Exchange Staff (the
“Staff”) in the Staff’s letter dated May 10, 2005. Due to the proximity of receiving Staff
comments to the Company’s filing of its Quarterly Report on Form 10-Q for the quarter ended March
31, 2005, the Company was not able to include these responses in such report. Set forth below are
the Company’s responses to the Staff’s numbered comments which will be addressed in the Company’s
future filings.

      Staff Comment 1. Please expand your critical accounting policies disclosures to
address each accounting policy that requires management’s most difficult, subjective or complex
judgments. For example, you should provide disclosure addressing any uncertainties or significant
judgments surrounding your accounting for gift cards, contingent facility rentals, depreciable
lives of theater equipment, and advances collected on concession contracts. These disclosures
should discuss how management assesses the likelihood of gift card redemptions as well as how
management assesses the accounting for contingent rentals based on operating results of underlying
theaters and how management assess the appropriateness of useful lives in determining depreciation
expense. Additionally, your disclosures should clarify when management considers advances
collected on concession contracts to be earned. Please ensure that you do not simply duplicate the
accounting policy disclosures in the notes to the financial statements. For guidance refer to FRR
72.

      Response 1. The Company will add language in the Critical Accounting Policies
in Management’s Discussion and Analysis of Financial Condition and Results of Operation to
address each of the issues in the paragraphs below:

    •
    Revenue and Expense Recognition.

Securities and Exchange Commission

May 27, 2005

Page 2

    Ø
    Gift Cards. The Company will add language stating that when it
evaluates the likelihood of redemption, the Company considers the period
the gift card has been outstanding, the level and frequency of activity on
that gift card and the period of inactivity.

    Ø
    Contingent Rent. The Company will add more detailed language
regarding how contingent rent is estimated for leases subject only to
monthly percentage rent and those that pay percentage rent in addition to
minimum rent once certain performance thresholds have been met. More
specifically, the Company will clarify that for those theatres subject to
percentage rent based on a target annual revenue level, the Company
estimates and accrues percentage rent on a monthly basis if the theatre’s
historical or forecasted performance indicates that the annual target will
be reached and bases the estimates on trailing twelve months of revenues.

    Ø
    Depreciation. The Company will add language specifying that
property and equipment is depreciated using the straight line method over
such property or equipment’s useful life. The new language will further
clarify that the useful life of property and equipment is estimated by the
Company based upon its experience with such assets and historical
replacement periods.

    Ø
    Advances on Concession Contracts. During 2004, the Company did
not receive any contract advances nor did the Company recognize income for
material advances received in prior years; however, if such payments are
received in the future, the Company will add language to explain the
methods used to recognize the related income.

      Staff Comment 2. Please consider revising your discussion of investing activities to
quantify capital expenditures related to both construction of new theaters and refurbishment of
existing theatres.

      Response 2. The Company will add language in Investing Activities to
distinguish between capital expenditures for new theatres and theatre expansions and capital
expenditures for existing theatres.

      Staff Comment 3. You state that you typically operate with a negative working capital
position primarily because of the lack of significant inventory and accounts receivable. It does
not appear that your explanation for the cause of your working capital deficit is correct, as you
also state that your revenues are received in cash prior to the payment of related expenses.
Please revise this disclosure as appropriate.

Securities and Exchange Commission

May 27, 2005

Page 3

      Response 3. The Company will add language in Operating Activities with respect
to its discussion of “operating float” to reflect that our operations generate float and do
not require traditional working capital financing due to the timing of the receipt of
revenues and payment of expenses. The Company will remove the reference to negative working
capital.

      Staff Comment 4. As the table of contractual obligations is intended to increase the
transparency of cash flow, we believe that registrants should generally include scheduled interest
payments in the table. Where interest rates are variable and unknown, you may use your judgment to
determine whether or not to include such estimates. If you elect to include them, you may
determine the appropriate methodology to estimate the interest payments. Regardless of whether you
include interest payments or not, a footnote to the table should clarify whether or not you have
done so and, if applicable, the methodology you have used in your estimate. If interest payments
are excluded from the table, please disclose the significant contractual terms of the debt and any
other additional information that is material to an understanding of these future cash flows.
Please revise to reflect the effect of interest payments.

      Response 4. The chart for Contractual Obligations in Financing Activities will
include scheduled interest payments on long term debt. The Company will estimate variable
rate interest payments based on the interest rates in effect at the end of the period being
reported. An appropriate footnote will be included to describe the estimates used on
variable rate interest payments.

      Staff Comment 5. Please revise to clarify why you recognize foreign advanced rents
over a period of 10 to 20 years.

      Response 5. The Company will add language in Deferred Charges and Other Assets
in Note 1 – Summary of Significant Accounting Policies to the Company’s financial statements
to clarify that advance rents are amortized over the period called for in the various lease
agreements. These periods generally range from 10 to 20 years.

      Staff Comment 6. Please revise your lease accounting policy to describe the nature of
your involvement during the construction period for assets which you will lease when construction
is complete. Refer to EITF 97-10.

      Response 6. The Company will add language in Lease Accounting in Note 1 –
Summary of Significant Accounting Policies to the Company’s financial statements to clarify
that the landlord is typically responsible for constructing a theater using guidelines and
specifications agreed to by the Company and assumes substantially all of the risk of
construction. The Company will further clarify that in the instances where the Company
concludes that it has substantially all of the construction period risk, the Company will

Securities and Exchange Commission

May 27, 2005

Page 4

record an asset and related liability for the amount of the total project costs during the
construction period in accordance with EITF 97-10.

      Staff Comment 7. Please revise your accounting policy for goodwill to disclose
reporting units used in your impairment tests and the multiple of cash flows used in estimating
fair values of reporting units.

      Response 7. The Company will add language in Goodwill and Other Intangible
Assets in Note 1 – Summary of Significant Accounting Policies to the Company’s financial
statements to (i) clarify that the goodwill is recorded at the theatre level and (ii) to
specify the multiple of cash flow the Company uses in performing its annual goodwill
impairment evaluation.

The Company acknowledges that:

    •
    the Company is responsible for the adequacy and accuracy of the disclosure in the
Company’s filings with the Securities and Exchange Commission;

    •
    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Securities and Exchange Commission from taking any action with respect to
the filing; and

    •
    the Company may not assert Staff comments as a defense in any proceeding initiated
by the Securities and Exchange Commission or any person under the federal securities
laws of the United States

      If any questions should arise in the course of your review of this letter, please call me at
(972) 665-1000.

    Sincerely,

    /s/ Robert Copple

    Robert Copple

    Chief Financial Officer