EXHIBIT 10.12(k)


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                                NOTE


$20,000,000                                         December 12, 1996


       FOR VALUE RECEIVED,  the  undersigned  CINEMARK USA, INC. (the "Company")
promises  to pay to the  order of  COMERICA  BANK - TEXAS  (the  "Bank")  on the
Maturity  Date the  principal  amount of  $20,000,000  or, if less,  the  unpaid
principal  amount of Loans  owing to the Bank  pursuant  to that  certain  First
Amended and Restated Credit  Agreement dated as of December 12, 1996,  among the
Company,  the  Banks  which are from time to time  parties  thereto  and Bank of
America National Trust and Savings Association, as Administrative Agent (in such
capacity,  the  "Administrative  Agent")  (as  amended,  restated,  extended  or
otherwise modified from time to time, the "Credit Agreement").

       The Company also promises to pay interest on the unpaid  principal amount
hereof until maturity  (whether by acceleration  or otherwise),  and also to pay
interest  after maturity on amounts not paid when due and until paid in full, at
the rates per annum and on the dates specified in the Credit Agreement.

       This Note is one of the Notes  referred  to in the Credit  Agreement,  to
which reference is made for a statement of the terms and conditions on which the
Company  is  permitted  and  required  to make  prepayments  and  repayments  of
principal  of the Loans  evidenced  by this Note and on which  such Loans may be
declared to be immediately due and payable.

       All payments of  principal  and interest in respect of this Note shall be
made in lawful  money of the  United  States of America in same day funds at the
office of Bank of  America  National  Trust  and  Savings  Association,  ABA No.
121-000-358,  for credit to:  BANCONTROL  Account  No.  12332-14226,  Reference:
Cinemark USA, Inc., or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit Agreement.

       The principal amount,  interest  periods,  the interest rates applicable,
maturity  and each  payment of  interest  and  principal  of the Loans  shall be
recorded and endorsed on the grid attached to this Note; provided, however, that
the failure by the Bank to make any such  recordation or  endorsement  shall not
limit or otherwise affect

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the obligations of the Company hereunder or under the Credit Agreement,  nor the
validity of any payment made by the Company.  In any event,  the Bank's  records
shall be conclusive  evidence,  absent  manifest  error,  of any Loan,  interest
periods, rates of interests, maturities and payments thereunder.

       This Note is one of the notes  described in the Credit  Agreement and the
Bank,  or  any  holder  hereof,  is  entitled  to  all  the  rights,   including
acceleration rights, remedies, security, benefits and privileges provided for in
the Credit  Agreement.  Terms not defined  herein have the meanings  assigned to
them in the Credit  Agreement.  This Note  amends and  restates  the prior notes
given by the  Company  to any Bank  party to the  Credit  Agreement  dated as of
February  14,  1996,  among the  Company,  the banks  party  thereto and Bank of
America National Trust and Savings Association,  as agent. All amounts evidenced
thereby are deemed evidenced hereby.

       The  Company  hereby  promises  to pay  all  out-of-pocket  expenses  and
reasonable  attorneys'  fees (including any allocated fees and costs of in-house
legal staff) incurred in the collection or enforcement of this Note.

       The Company  hereby  waives  notice of default,  presentment,  demand for
payment, protest and any notice of nonpayment or dishonor.

       THIS NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


       IN WITNESS  WHEREOF,  the Company has caused this Note to be executed and
delivered  by its duly  authorized  officer,  as of the day and year first above
written.

                           CINEMARK USA, INC.


                           By:

                           Title:



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