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EXHIBIT 25

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM T - 1

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION To DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) _________

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U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)

75-2353745
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

2001 Ross Ave, Suite 2700 75201
Dallas, Texas (Zip Code)
(Address of trustee's
Principal executive offices)

Compliance Officer
U.S. Trust Company of Texas, N.A.
2001 Ross Ave, Suite 2700
Dallas, Texas 75201
(214) 754-1200
(Name, address and telephone number of agent for service)

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Cinemark USA, Inc.
(Exact name of obligor as specified in its charter)

Texas 75-2353745
(State or other jurisdiction of I.R.S. employer
incorporation or organization) identification No.)

7502 Greenville Ave, Suite 800
Dallas, Texas 75231
(Address of principal executive offices) (Zip Code)

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9 5/8% Series C Senior Subordinated Notes due 2008
(Title of the indenture securities)

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GENERAL

1. General Information.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

Federal Reserve Bank of Dallas (11th District), Dallas, Texas
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency, Dallas, Texas

(b) Whether it is authorized to exercise corporate trust powers.

The Trustee is authorized to corporate trust powers.

2. Affiliations with Obligor and Underwriters.

If the obligor or any underwriter for the obligor is an affiliate of the
Trustee, describe each such affiliation.

None.

3. Voting Securities of the Trustee.

Furnish the following information as to each class of voting securities of
the Trustee:

As of September 15,1997

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Col A. Col B.

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Title of class Amount Outstanding

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Capital Stock - par value $100 per share 5,000 shares

4. Trusteeships under Other Indentures.

Cinemark USA, Inc. 9 5/8% Senior Subordinated Notes Due 2008 Series A/B

5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.

Not Applicable
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6. Voting Securities of the Trustee Owned by the Obligor or its Officials.

Not Applicable

7. Voting Securities of the Trustee Owned by Underwriters or their Officials.

Not Applicable

8. Securities of the Obligor Owned or Held by the Trustee.

Not Applicable

9. Securities of Underwriters Owned or Held by the Trustee.

Not Applicable

10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.

Not Applicable

11. Ownership or Holdings by the Trustee of any Securities of a Person Owning
50 Percent or More of the Voting Securities of the Obligor.

Not Applicable

12. Indebtedness of the Obligor to the Trustee.

Not Applicable

13. Defaults by the Obligor.

Not Applicable

14. Affiliations with the Underwriters.

Not Applicable

15. Foreign Trustee.

Not Applicable

16. List of Exhibits.

T - 1.1 - A copy of the Articles of Association of U.S. Trust Company
of Texas, N.A.; incorporated herein by reference to Exhibit
T-1.1 filed with Form T-1 Statement, Registration
No. 22-21897.
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16. (con't.)

T-1.2 - A copy of the certificate of authority of the Trustee to
commence business; incorporated herein by reference to Exhibit
T-1.2 filed with Form T-1 Statement, Registration No.
22-21897.

T-1.3 - A copy of the authorization of the Trustee to exercise
corporate trust powers; incorporated herein by reference to
Exhibit T-1.3 filed with Form T-1 Statement, Registration
No. 22-21897.

T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas,
N.A., as amended to date,; incorporated herein by reference to
Exhibit T-1.4 filed with Form T-1 Statement, Registration
No. 22-21897.

T-1.6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939.

T-1.7 - A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.

NOTE

As of September 15,1997 the Trustee had 5,000 shares of Capital Stock
outstanding, all of which are owned by U.S. T.L.P.O. Corp. As of September
15, 1997 U.S. T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of
which are owned by U.S. Trust Corporation U.S. Trust Corporation had
outstanding 19,185,828 shares of $5 par value Common Stock as of September
12, 1997.

The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.

Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee
of all the facts on which to base responsive answers to Items 2, 5, 6, 7,
9, 10 and 11, the answers to said Items are based upon incomplete information.
Items 2, 5, 6, 7, 9, 10 and 11 may, however, be considered correct unless
amended by an amendment to this Form T-1.

In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the
Trustee disclaims responsibility for the accuracy or completeness of such
information.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
U.S Trust Company of Texas, N.A., a national banking association organized
under the laws of the United States of America, has duly caused the statement
of eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Dallas, and State of Texas on the
15th day of September, 1997.

U.S. Trust Company
of Texas, N.A., Trustee

By:
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Bill Barbner
Vice President

Articles of Association EXHIBIT T-1.1
of
U.S. Trust Company of Texas, National Association

For the purpose of organizing an association to perform any lawful activities
of national banks, the undersigned to enter into the following articles of
association:

FIRST: The title of this association shall be U.S. Trust Company of Texas,
National Association.

SECOND: The main office of the association shall be in Dallas County of
Dallas, State of Texas. The general business of the association
shall be conducted at its main office and its branches.

THIRD: The board of directors of this association shall consist of not
less than five nor more than twenty-five persons, the exact number
to be fixed and determined from time to time by resolution of a
majority of the full board of directors or by resolution of a
majority of the shareholders at any annual or special meeting
thereof. Each director shall own common or preferred stock of the
association with an aggregate par value of not less than $1,000,
or common or preferred stock of a bank holding company owning the
association with an aggregate par, fair market or equity value of
not less than $1,000, as of either (i) the date of purchase, (ii)
the date the person became a director or (iii) the date of that
person's most recent election to the board of directors,
whichever is greater. Any combination of common or preferred
stock of the association or such holding company may be used.

Any vacancy in the board of directors may be filled by action of a
majority of the remaining directors may not increase the number of
directors between meetings of shareholders to a number which:
(1) exceeds by more than two the number of directors last elected
by shareholders where the number was 15 or less; and (2) exceeds
by more than four the number of directors last elected by
shareholders where the number was 16 or more, but in no event
shall the number of directors exceed 25.

Terms of directors, including directors selected to fill
vacancies, shall expire at the next regular meeting of
shareholders at which directors are elected, unless the directors
resign or are removed from office.

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Despite the expiration of a director's term, the director shall
continue to serve until his or her successor is elected and
qualifies or until there is a decrease in the number of directors
and his or her position is eliminated.

Honorary or advisory members of the board of directors, without
voting power or power of final decision in matters concerning the
business of the association, may be appointed by resolution of a
majority of the full board of directors or by resolution of
shareholders at any annual or special meeting. Honorary or
advisory directors shall not be counted for purposes of
determining the number of directors of the association or the
presence of a quorum in connection with any board action, and
shall not be required to own qualifying shares.

FOURTH: There shall be an annual meeting of the shareholders to elect
directors and transact whatever other business may be brought
before the meeting. It shall be held at the main office or any
other convenient place the board of directors may designate, on
the day of each year specified therefore in the bylaws, or if
that day falls on a legal holiday in the State in which the
association is located, on the next following banking day. If no
election is held on the day fixed, or in event of a legal
holiday, an election may be held on any subsequent day within 60
days of the day fixed, to be designated by the board of directors,
or, if the directors fail to fix the day, by shareholders
representing two-thirds of the shares issued and outstanding. In
all cases at least 10 days advance notice of the meeting shall be
given to the shareholders by first class mail.

In all elections of directors, the number of votes each common
shareholder may cast will be determined by multiplying the number
of shares he or she owns by the number of directors to be elected.
Those votes may be cumulated and cast for a single candidate or
may be distributed among two or more candidates in the manner
selected by the shareholder. On all other requisitions, each
common shareholder shall be entitled to one vote for each share of
stock held by him or her.

Nominations for election to the board of directors may be made by
the board of directors or by any stockholder of any outstanding
class of capital stock of the association entitled to vote for
election of directors. Nominations other than those made by or on
behalf of the existing management shall be made in writing and be
delivered or

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mailed to the president of the association and to the Comptroller
of the Currency, Washington, D.C., not less than 14 days nor more
than 50 days prior to any meeting of shareholders called for the
election of directors; provided, however, that if less than 21
days notice of the meeting is given to shareholders, such
nominations shall be mailed or delivered to the president of the
association and to the Comptroller of the Currency not later than
the close of business on the seventh day following the day on
which the notice of meeting was mailed. Such notification shall
contain the following information to the extent known to the
notifying shareholder.

(1) The name and address of each proposed nominee.

(2) The principal occupation of each proposed nominee.

(3) The total number of shares of capital stock of the
association that will be voted for each proposed nominee.

(4) The name and residence address of the notifying shareholder.

(5) The number of shares of capital stock of the association
owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her
decision, be disregarded by the chairperson of the meeting, and
the vote tellers may disregard all votes cast for each such
nominee. No bylaw may unreasonably restrict the nomination of
directors by shareholders.

A director may resign at any time by delivering written notice to
the board of directors, its chairperson, or to the association,
which resignation shall be effective when the notice is delivered
unless the notice specifics a later effective date.

A director may be removed by shareholders at a meeting called to
remove him or her, when notice of the meeting stating that the
purpose or one of the purposes is to remove him or her is
provided, if there is a failure to fulfill one of the affirmative
requirements for qualification, or for case, provided, however,
that a director may not be removed if the number of votes
sufficient to elect him or her under cumulative voting is voted
against his or her removal.

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FIFTH: The authorized amount of capital stock of this association shall be
5,000 shares of common stock of the par value of One Hundred
Dollars ($100) each; but said capital stock may be increased or
decreased from time to time, according to the provisions of the
laws of the United States.

No holder of shares of the capital stock of any class of the
association shall have any preemptive or preferential right of
subscription to any shares of any class of stock of the
association, whether nor or hereafter authorized, or to any
obligations convertible into stock of the association, issued, or
sold, nor any right of subscription to any thereof other than
such, if any, as the board of directors, in its discretion may
from time to time determine and at such price as the board of
directors may from time to time fix.

Unless otherwise specified in the articles of association or
required by law, (1) all matters requiring shareholder action,
including amendments to the articles of association must be
approved by shareholders owning a majority voting interest in the
outstanding voting stock, and (2) each shareholder shall be
entitled to one vote per share.

Unless otherwise specified in the articles of association or
required by law, all shares of voting stock shall be voted
together as a class, on any matters requiring shareholder
approval. If a proposed amendment would affect two or more
classes or series in the same or a substantially similar way, all
the classes or series so affected, must vote together as a single
voting group on the proposed amendment.

Shares of the same class or series may be issued as a dividend on
a pro rata basis and without consideration. Shares of another
class or series may be issued as a share dividend in respect of a
class or series of stock if approved by a majority of the votes
entitled to the cast by the class or series to be issued unless
there are no outstanding shares of the class or series to be
issued. Unless otherwise provided by the board of directors, the
record date for determining shareholders entitled to a share
dividend shall be the date the board of directors authorizes the
share dividend.

Unless otherwise provided in the bylaws, the record date for
determining shareholders entitled to notice of and to vote at any
meeting is the close of business on the day before the first
notice is

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mailed or otherwise sent to the shareholders, provided that in no
event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to
preemptive rights, a stock dividend, consolidation or merger,
reverse stock split or otherwise, the association may (a) issue
fractional shares, or (b) in lieu of the issuance of fractional
shares, issue script or warrants entitling the holder to receive a
full share upon surrendering enough script or warrants to equal a
full share, (c) if there is an established and active market in
the association's stock, make reasonable arrangements to provide
the shareholder with an opportunity to realize a fair price
throughout sale of the fraction, or purchase of the additional
fraction required for a full share, (d) remit the cash equivalent
of the fraction to the shareholder, or (e) sell full shares
representing all the fractions at public auction or to the highest
bidder after having solicited and received sealed bids from at
least three licensed stock brokers, and distribute the proceeds
pro rata to shareholders who otherwise would be entitled to the
fractional shares. The holder of a fractional share is entitled
to exercise the rights from shareholder, including the right to
vote, to receive dividends, and to participate in the assets of
the association upon liquidation, in proportion to the fractional
interest. The holder of script or warrants is not entitled to any
of these rights unless the script or warrants explicitly provide
for such rights. The script or warrants may be subject to such
additional conditions as (1) that the script or warrants will
become void if not exchanged for full shares before a specified
date, and (2) that the shares for which the script or warrants are
exchangeable may be sold at the option of the association, at any
time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of
the shareholders. Obligations classified as debt, whether or not
subordinated, which may be issued by the association without the
approval of shareholders, do not carry voting rights on any issue,
including an increase or decrease in the aggregate number of the
securities, or the exchange or reclassification of all or part of
securities into securities of another class or series.

SIXTH: The board of directors shall appoint one of its members
president of this association, and one of its members chairperson
of the board and shall have the power to appoint one or more vice
presidents, a secretary who shall keep minutes of the directors'
and shareholders' meetings and be responsible for authenticating
the records of the association, and such other officers and
employees as may be required

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to transact the business of this association. A duly appointed
officer may appoint one or more officers or assistant officers if
authorized by the board of directors in accordance with the
bylaws.

The board of directors shall have the power to:

(1) Define the duties of the officers, employees and
agents of the association.

(2) Delegate the performance of its duties, but not the
responsibility for its duties, to the officers,
employees, and agents of the association.

(3) Fix the compensation and enter into employment
contracts with its officers and employees upon
reasonable terms and conditions consistent with
applicable law.

(4) Dismiss officers and employees.

(5) Require bonds from officers and employees and to fix
the penalty thereof.

(6) Ratify written policies authorized by the
association's management or committees of the board.

(7) Regulate the manner in which any increase or decrease
of the capital of the association shall be made,
provided that nothing herein shall restrict the
power of shareholders to increase or decrease the
capital of the association in accordance with law,
and nothing shall raise or lower from two-thirds the
percentage required for shareholder approval to
increase or reduce the capital.

(8) Manage and administer the business and affairs of the
association.

(9) Adopt initial bylaws, not inconsistent with law or
the articles of association, for managing the
business and regulating the affairs of the
association.

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(10) Amend or repeal bylaws, except to the extent that
the articles of association reserve this power in
whole or in part to shareholders.

(11) Make contracts.

(12) Generally to perform all acts that are legal for a
board of directors to perform.

SEVENTH: The board of directors shall have the power to change the
location of the main office to any other place within the limits
of Dallas, Texas, without the approval of the shareholders, and
shall have the power to establish or change the location of any
branch or branches of the association to any other location
permitted under applicable law, without the approval of the
shareholders, subject to approval by the Office of the
Comptroller of the Currency.

EIGHTH: The corporate existence of this association shall continue until
terminated according to the laws of the United States.

NINTH: The board of directors of this association, or any one or more
shareholders owning, in the aggregate, not less than five
percent of the stock of this association, may call a special
meeting of shareholders at any time. Unless otherwise provided
by the bylaws or the laws of the United States, or waived by
shareholders, a notice of the time, place, and purpose of every
annual and special meeting of the shareholders shall be given by
first-class mail, postage prepaid, mailed at least 10, and no
more than 60, days prior to the date of meeting to each
shareholder of record at his/her address as shown upon the boods
of this association. Unless otherwise provided by the bylaws,
any action requiring approval of shareholders must be effected
at duly called annual or special meeting.

TENTH: An director of the association or such director's heirs,
executors, or: administrators may be indemnified or reimbursed
by the association for reasonable expenses actually incurred in
connection with claims made against such director to the extent
allowed by applicable law, including 12 CFR 7.5217, and
regulatory and public policy.

ELEVENTH: These articles of association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of
the holders of a majority of the stock of this association,
unless the vote of the holders of a greater amount of stock is
required by law, and in that case by the vote of the holders of
such greater amount. The association's board of directors may
propose one or more amendments to the articles of association
for submission to the shareholders.
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COMPTROLLER OF THE CURRENCY

TREASURY DEPARTMENT OF THE UNITED STATES

WASHINGTON, D.C.

Whereas, satisfactory evidence has been presented to the Comptroller of
the Currency that U.S. Trust Company of Texas, National Association located in
Rowlett State of Texas has complied with all provisions of the statutes of the
United States required to be complied with before being authorized to commence
the business of banking as a National Banking Association;

Now therefore. Thereby certify that the above-named association is
authorized to commence the business of banking as a National Banking
Association.

In testimony whereof. witness my signature and seal of
office this 7th day of December 1990

Charter No. 18782 /s/ Peter C. Keaft
Comptroller of the Currency
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Exhibit T-1.3

TRUST PERMIT
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COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
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Southwestern District
1600 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201-3394

WHEREAS,-U.S. Trust Company of Texas, National Association, located in Dallas,
Texas, being a national banking association, organized under the statutes of
the United States, has made application for authority to act as fiduciary;

AND WHEREAS, applicable provisions of the statutes of the United States
authorize the grant of such authority;

NOW THEREFORE, I certify that the said association is authorized to act in all
fiduciary capacities permitted by such statutes.

IN TESTIMONY WHEREOF, witness my
signature and seal of the Office
this Sixth day of August, 1991.

/s/ EDWARD M. GRAVES
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Edward M. Graves
Director for Analysis

CHARTER NUMBER 18782
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BY-LAWS
U.S. TRUST COMPANY OF TEXAS, N.A.

1.0

MEETING OF SHAREHOLDERS

1.1. Annual Meeting

The regular annual meeting of the shareholders for the election of directors
and the transaction of whatever business may properly come before the meeting,
shall be held at such time, within six months after the close of the
Corporation's fiscal year, and place as Board of Directors may designate.
Notice of such meeting shall be mailed, postage prepaid, at least ten days
prior to the date thereof, addressed to each shareholder at his address
appearing on the books of the Corporation. If, from any cause, an election of
directors is not made on the said day, the Board of Directors shall order the
election to be held on some subsequent day, as soon thereafter as practicable,
according to the provisions of law; and notice thereof shall be given in the
manner herein provided for the annual meeting.

1.2. Special Meetings.

Except as otherwise specifically provided by statute, special meetings of the
shareholders may be called for any purpose at any time by the Board of
Directors or by any one or more shareholders owning, in the aggregate, not less
than ten (10) percent of the stock of the Corporation. Every such special
meeting, unless otherwise provided by law, shall be called by mailing, postage
prepaid, not less than ten days prior to the date fixed for such meeting, to
each stockholder at his address appearing on the books, of the Corporation, a
notice stating the purpose of the meeting.

1.3. Nominations for Director.

Nominations for election to the Board of Directors may be made by the Board of
Directors or by any stockholder of any outstanding class of capital stock of
the Corporation entitled to vote for the election of directors.
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1.4. Proxies.

Shareholders may vote at any meeting of the shareholders by proxies duly
authorized in writing, but no officer or employee of this Corporation shall act
as proxy. Proxies shall be valid only for one meeting, to be specified therein,
and any adjournments of such meeting. Proxies shall be dated and shall be filed
with the records of the meeting.

1.5. Quorum.

A majority of the outstanding capital stock, represented in person or by proxy,
shall constitute a quorum at any meeting of shareholders, unless otherwise
provided by law; but less than a quorum may adjourn any meeting, from time to
time, and the meeting may be held, as adjourned, without further notice. A
majority of the votes cast shall decide every question or matter submitted to
the shareholders at any meeting, unless otherwise provided by law. Shareholders
may participate in said meeting by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence at a meeting.

1.6. Action Without a Meeting.

Any action required by law, these By-Laws, or the Articles of Incorporation of
the Corporation to be taken at any annual or special meeting of shareholders of
the Corporation, or any action which may be taken at any annual or special
meeting of such shareholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of all outstanding stock entitled to vote
thereon.
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2.0

DIRECTORS

2.1. Board of Directors.

The Board of Directors shall have the power to manage and administer the
business and affairs of the Corporation. Except as expressly limited by law,
all corporate powers of the Corporation shall be vested in and may be exercised
by said Board of Directors.

2.2. Numbers.

The Board of Directors shall consist of not less than five nor more than
twenty-five persons, the exact number within such minimum and maximum limits to
be fixed and determined from time to time by resolution of a majority of the
full Board of Directors or by resolution of the shareholders at any meeting
thereof; provided, however, that a majority of the full Board of Directors may
not increase the number of directors to a number which exceeds by more than two
the number of directors last elected by shareholders.

2.3. Organization Meeting.

The Secretary, upon receiving the result of any election, shall notify the
directors-elect of their election and of the time at which they are required to
meet at the Main Office of the corporation for the purpose of filing their
affidavits accepting such directorship, as required by law, organizing the new
Board of Directors and electing and appointing officers of the Corporation for
the succeeding year. Such meeting shall be held on the day of the election or
as soon thereafter as practicable, and, in any event, within thirty days
thereof. If, at the time fixed for such meeting, there shall not be a quorum
present, the directors present may adjourn the meeting, from time to time,
until a quorum is obtained.

2.4. Regular Meetings.

At least one regular meeting of the Board of Directors shall be held in the
months of January, February, March, April, May, June, July, September, October
and November upon notice. Written notice of the time and place of such regular
meetings of the Board of Directors shall be given to each Director by either
personal delivery, telegram, facsimile transmission, or any other form of
electronic communications, unless prohibited by law, at least two (2) days
before the meeting or by notice mailed to the Director at least five (5) days
before each meeting. One
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or more representatives designated by the sole shareholder shall receive prior
notice of, and an invitation to attend, any meeting of the Board of Directors.

2.5. Special Meetings.

Special meetings of the Board of Directors may be called by the President of
the Corporation, or at the request of two or more directors. Each member of the
Board of Directors shall be given notice stating the time and place, by
telegram, letter, facsimile transmission or other electronic communication, or
in person, of each such special meeting.

2.6. Quorum.

A majority of the directors shall constitute a quorum at any meeting, except
when otherwise provided by law; but a lesser number may adjourn any meeting
from time to time, and the meeting may be held, as adjourned, without further
notice. Members of the Board of Directors or any committee thereof may
participate in a meeting of such Board or committee by means of a conference
telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

2.7. Vacancies.

When any vacancy occurs among the directors, the remaining members of the Board
of Directors, in accordance with the laws of the State of Texas, may appoint a
director to fill such vacancy at any regular meeting of the Board of Directors,
or at a special meeting for that purpose.

2.8. Action Without a Meeting.

Any action required to be taken at a meeting of the Board of Directors of the
Corporation, or any action which may be taken at a meeting of the Board of
Directors or a committee thereof, may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, signed by all of the
directors, or all the members of the committee, as the case may be, is filed in
the minutes of the proceedings of the Board of Directors or of the committee.
Such consent shall have the same effect as a unanimous vote.
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3.0

COMMITTEES OF THE BOARD

3.1 Examining Committee.

The Board of Directors shall annually appoint a committee of two or more
directors, which shall, at least once during each calendar year and within
fifteen months of the last such examination make suitable examinations of the
affairs of the Corporation, or cause suitable examinations to be made by
examiners responsible only to the Board of Directors, to ascertain whether the
Corporation is in sound financial condition, whether internal controls and
procedures are being maintained, and shall recommend to the Board of Directors
such changes in the manner of conducing the affairs of the Corporation as shall
be deemed advisable. Such reports shall state the results of such examinations
in writing to the Board of Directors at the next regular meeting thereafter.

3.2 Executive Committee.

There shall be an Executive Committee composed of two or more directors which
shall have and may exercise all the authority of the Board of Directors when
the Board of Directors is not in session, except that such committee shall not
have the authority to:

(a) approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders,

(b) Designate candidates for the office of director, for purposes
of proxy solicitation or otherwise,

(d) amend the By-Laws, or

(e) authorize or approve the issuance or sale of, or any contract
to issue or sell, shares, except that the Board of Directors,
having provided general authorization for the issuance or sale
of shares, or any contract therefore, may, pursuant to a
general formula or method specified by the Board of Directors,
by resolution or by adoption of a stock option or other plan,
authorize the Executive Committee to fix the terms of any
contract for the sale of the shares and to fix the terms upon
which such share may be issued or sold; provided, however,
that the Executive Committee shall secure the consent or
approval of U.S. Trust Corporation on behalf of the sole
shareholder of the Corporation evidenced by (i) a resolution
of its
20
Board of Directors or (ii) written approval of its Chairman
or President to such action.

The Executive Committee shall keep minutes of its meetings, and such minutes
shall be submitted at the next regular meeting of the Board of Directors at
which a quorum is present, and any action taken by the Board of Directors with
respect thereto shall be entered in the minutes of the Board of Directors.

The Executive Committee shall meet at least once in each calendar month in
which a regular meeting of the Board of Directors is not scheduled.
21

4.0

OFFICERS AND EMPLOYEES

4.1 Chairman of the Board.

The Board of Directors shall appoint one of its members to be Chairman of the
Board of Directors to serve at the pleasure of the Board of Directors. Such
person shall preside at all meetings of the Board of Directors. The Chairman of
the Board of Directors shall supervise the carrying out of the policies adopted
or approved by the Board of Directors; shall have general executive powers, as
well as the specific powers conferred by these By-Laws; shall also have and may
exercise such further powers and duties as from time to time may be conferred
upon or assigned by the Board of Directors.

4.2 President.

The Board of Directors shall appoint one of its members to be President of the
Corporation. In the absence of the Chairman, the President shall preside at any
meeting of the Board of Directors. The President shall have general executive
powers, and shall exercise any and all other powers and duties pertaining by
law, regulation or practice to the Office of President, or imposed by these
By-Laws. The President shall also exercise such further powers and duties as
from time to time may-be conferred or assigned by the Board of Directors.

4.3 Vice President.

The Board of Directors may appoint one or more Vice Presidents. Each Vice
President shall have such powers and duties as may be assigned by the Board of
Directors. One Vice President shall be designated by the Board of Directors, in
the absence of the President, to perform all the duties of the President.

4.4 Secretary.

The Board of Directors shall appoint a Secretary, Cashier, or other designated
officer who shall be Secretary of the Board of Directors and of the
Corporation, and shall keep accurate minutes of all meetings. The Secretary
shall attend to the giving of all notices required by these By-Laws to be
given; shall be custodian of the corporate seal, records, documents and papers
of the Corporation; shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice, to the Offices of the
Secretary or Cashier, or imposed by these By-Laws; and shall also perform such
other duties as may be assigned from time to time by the Board of Directors.

4.5 Other Officers.

The Board of Directors may appoint one or more Assistant Vice Presidents, one
or more Trust Officers, one or more Assistant Secretaries, one or more
Assistant Cashiers, one or more Managers and Assistant Managers of Branches and
such other officers and attorneys which from time to time may appear to the
Board of
22
Directors to be required or desirable to transact the business of the
Corporation. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon,
or assigned to them by the Board of Directors, the Chairman of the Board of
Directors, or the President.

4.6 Tenure of Office.

The President and all other officers shall hold office for the current year for
which the Board of Directors was elected, unless they shall resign, become
disqualified, or removed; and any vacancy occurring in the Office of the
President shall be filled promptly by the Board of Directors.
23

5.0

TRUST DEPARTMENT

5.1 Trust Department.

There shall be a department of the Corporation known as the Trust Department
which shall perform the fiduciary responsibilities of the Corporation.

5.2 Trust Officer.

There shall be a Trust Officer of this Corporation whose duties shall be to
manage, supervise and direct all the activities of the Trust Department. Such
person shall do or cause to be done all things necessary or proper in carrying
on the business of the Trust Department in accordance with provisions of law
and applicable regulation; and shall act pursuant to opinions of counsel where
such opinions is deemed necessary. Opinions of counsel shall be retained on
file in connection with all important matters pertaining to fiduciary
activities. The Trust Officer shall be responsible for all assets and documents
held by the Corporation in connection with fiduciary matters.

The Board of Directors may appoint such other officers of the Trust Department
as it may deem necessary, with such duties as may be assigned.

5.3 Trust Investment Committee

There shall be a Trust Investment Committee of this Corporation composed of two
or more members, who shall be capable and experienced officers or directors of
the Corporation. All investments of funds held in a fiduciary capacity shall be
made, retained or disposed of only with the approval of the Trust Investment
Committee, and the Committee shall keep minutes of all its meetings, showing
the disposition of all matters it considers and passes upon. The Committee
shall, promptly after the acceptance of an account for which the Corporation
has investment responsibilities, review the assets thereof, to determine the
advisability of retaining or disposing of such assets. The Committee shall
conduct a similar review at least once during each calendar year thereafter.

The Trust Investment Committee or any sub-committee thereof shall additionally
exercise the Department's fiduciary authority over matters such as
discretionary distributions, account overdrafts, acceptance of new accounts,
closing of accounts, exceptions or changes to the published fee schedules, and
all other matters which require a high degree of corporate discretion.

A report of all investment reviews and other Committee actions shall be noted
in the minutes of the Committee.
24
5.4 Trust Department Files

There shall be maintained in the Trust Department files containing all
fiduciary records necessary to assure that its fiduciary responsibilities have
been properly undertaken and discharged.

5.5 Trust Investments

Funds held in a fiduciary capacity shall be invested in accordance with the
instrument establishing the fiduciary relationship and permissible by law.
25

6.0

STOCK AND STOCK CERTIFICATES

6.1 Transfers

Shares of stock shall be transferrable on the books of the Corporation, and a
transfer book shall be kept in which all transfers of stock shall be recorded.
Every person becoming a shareholder by such transfer shall, in proportion to
his shares, succeed to all rights of the prior holder of such shares.

6.2 Stock Certificates

Certificates of stock shall bear the signature of the Chairman (which may be
engraved, printed, or impressed) and Secretary, Cashier, Assistant Cashier, or
any other officer appointed by the Board of Directors for that purpose, to be
known as an Authorized Officer, and the seal of the Corporation shall be
engraved thereon. Each certificate shall recite on its face that the stock
represented thereby is transferrable only upon the books of the Corporation
properly endorsed.
26

7.0

CORPORATE SEAL

7.1

The President, the Cashier, the Secretary or any Assistant Cashier or Assistant
Secretary, or other officer thereunto designated by the Board of Directors,
shall have the authority to affix the corporate seal to any document requiring
such seal, and to attest the same. Such seal shall be substantially in the
following form:

Impression
of
Seal
27

8.0

MISCELLANEOUS PROVISIONS

8.1 Fiscal Year

The Fiscal Year of the Corporation shall be the calendar year.

8.2 Execution of Instruments

All agreements, indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds, undertakings,
proxies and other instruments or documents may be signed, executed,
acknowledged, verified, delivered or accepted on behalf of the Corporation by
the Chairman of the Board, or the President, or any Vice President, or the
Secretary, or the Cashier, or, if in connection with exercise of fiduciary
powers of the Corporation, by any of said officers or by any Trust Officer.
Any such instruments may also be executed, acknowledged, verified, delivered or
accepted on behalf of the Corporation in such other manner and by such other
officers or agents as the Board of Directors may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other provision of
these By-Laws.

8.3 Records

The Articles of Incorporation, the By-laws and the proceedings of all meetings
of the shareholders, the Board of Directors, and standing committees of the
Board shall be recorded in appropriate minute books provided for the purpose.
The minutes of each meeting shall be signed by the Secretary, Cashier or other
Officer appointed to act as Secretary of the meeting.

28
9.0

BY-LAWS

9.1 Inspection

A copy of the By-Laws, with all amendments thereto, shall at all times be kept
in a convenient place at the Main Office of the Corporation, and shall be open
for inspection to all shareholders, during business hours.

9.2 Amendments

The By-Laws may be amended, altered, or repealed, at any regular or special
meeting of the Board of Directors, by a vote of a majority of the total number
of the Directors.

29
10.0

INDEMNIFICATION

10.1 Indemnified Person

To the extent permitted and in the manner prescribed by law, the Corporation
shall indemnify any person ("indemnified person") made or threatened to be made
a party to any action, suit or proceeding, whether civil or criminal, by reason
of the fact that he, his testator or intestate, is or was a director, advisory
board member or officer of the Corporation or served any other corporation of
any type or kind, domestic or foreign, or any partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity at the request
of the Corporation, against judgments, fines, amounts paid in settlement and
reasonable expenses (which the Corporation may advance), including attorney's
fees, actually and necessarily incurred as a result of such action, suit or
proceeding, or any appeal therein. The foregoing right of indemnification shall
not be exclusive of any other right to which any such person may be entitled
but shall not apply in the event of misconduct or gross negligence of the
proposed indemnified person.
30

Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2000
- -------------------------------------------------------------------------------------------------------------------------
[1]
[LOGO] Please refer to page i,
Table of Contents, for
the required disclosure
of estimated burden
- -------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC OFFICES ONLY AND TOTAL ASSETS
OF LESS THAN $100 MILLION -- FFIEC 034
(970331)
REPORT AT THE CLOSE OF BUSINESS JUNE 30, 1997 -----------
(RCRI 9999)

This report is required by law: 12 U.S.C. Section 324 (State This report form is to be filed by banks with domestic
member banks); 12 U.S.c. Section 1817 (State nonmember offices only. Banks with branches and consolidated
banks); and 12 U.S.C. Section 161 (National banks). subsidiaries in U.S. territories and possessions,
Edge or Agreement subsidiaries, foreign branches,
consolidated foreign subsidiaries, or International
Banking Facilities must file FFIEC 031.
- -------------------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by The Reports of Condition and Income are to be
an authorized officer and the Report of Condition must be prepared in accordance with Federal regulatory
attested to by not less than two directors (trustees) for authority instructions. NOTE: These instructions may
State nonmember banks and three directors for State member in some cases differ from generally accepted
and National Banks. accounting principles.

I, Alfred B. Childs, SVP & Cashier We, the undersigned directors (trustees), attest to
-------------------------------------------------------- the correctness of this Report of Condition
Name and Title of Officer Authorized to Sign Report (including the supporting schedules) and declare that
it has been examined by us and to the best of our
of the named bank do hereby declare that these Reports of knowledge and belief has been prepared in conformance
Condition and Income (including the supporting schedules) with the instructions issued by the appropriate
have been prepared in conformance with the instructions Federal regulatory authority and is true and correct.
issued by the appropriate Federal regulatory authority and
are true to the best of my knowledge and belief. /s/ William Goodwin
-----------------------------------------------------
Director (Trustee)
/s/ Alfred B. Childs
- ------------------------------------------------------------- /s/ Arthur C. White
Signature of Officer Authorized to Sign Report -----------------------------------------------------
Director (Trustee)

July 16, 1997 /s/ J.T. Moore
- ------------------------------------------------------------- -----------------------------------------------------
Date of Signature Director (Trustee)
- -------------------------------------------------------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:

STATE MEMBER BANKS: Return the original and one copy to the NATIONAL BANKS: Return the original only in the
appropriate Federal Reserve District Bank. special return address envelope provided. If express
mail is used in lieu of the special return address
STATE NONMEMBER BANKS: Return the original only in the envelope, return the original only to the FDIC, c/o
special return address envelope provided. If express mail is Quality Data Systems, 2127 Espey Court, Suite 204,
used in lieu of the special return address envelope, return Crofton, MD 21114.
the original only to the FDIC, c/o Quality Data Systems,
2127 Espey Court, Suite 204, Crofton, MD 21114.
- -------------------------------------------------------------------------------------------------------------------------
06-30-97
FDIC Certificate Number Banks should affix the address label in this space.
-----------
(RCRI 9050) U.S. Trust Company of Texas, National Association
-------------------------------------------------
Legal Title of Bank (TEXT 9010)

2001 Ross Avenue, Suite 2700
----------------------------
City (TEXT 9130)

Dallas, TX 75201
-----------------------------------------
State Abbrev. (TEXT 9200) ZIP Code (TEXT 9920)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency

U.S. Trust Company of Texas, N.A. Call Date: 06/30/97 State #: 6797 FFIEC 034
2100 Ross Avenue, Suite 2700 Vendor ID: D Cert #: 33217 Page RC-2
Dallas, TX 75201 Transit #: 11101765
----------
9
----------

CONSOLIDATED REPORT OF CONDITION FOR INSURED
COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC -- Balance Sheet

C100
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------

RCON
----
ASSETS
1. Cash and balances due from depository institutions:
a. Noninterest-bearing balances and currency and coin(1,2)............................... 0081 996 1.a
b. Interest bearing balances(3).......................................................... 0071 679 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)............................ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).......................... 1773 96,249 2.b
3. Federal funds sold (4) and securities purchased under agreements to resell: 1350 7,000 3
4. Loans and lease financing receivables: RCON
----
a. Loans and leases, net of unearned income (from Schedule RC-C)... 2122 43,923 4.a
b. LESS: Allowance for loan and lease losses....................... 3123 531 4.b
c. LESS: Allocated transfer risk reserve........................... 3128 0 4.c
RCON
d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b ----
and 4.c).............................................................................. 2125 43,392 4.d
5. Trading assets ............................................................................ 3545 0 5.
6. Premises and fixed assets (including capitalized leases)................................... 2145 725 6.
7. Other real estate owned (from Schedule RC-M)............................................... 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule
RC-M)...................................................................................... 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding............................... 2155 0 9.
10. Intangible assets (from Schedule RC-M)..................................................... 2143 0 10.
11. Other assets (from Schedule RC-F).......................................................... 2160 1,539 11.
12. a. Total assets (sum of items 1 through 11)................................................ 2170 150,580 12.a
b. Losses deferred pursuant to U.S.C. 1823(j).............................................. 0306 0 12.b
c. Total assets and losses deferred pursuant to 12 U.S.C. 1823(j)
(sum of items 12.a and 12.b)............................................................ 0307 150,580 12.c

(1) Includes cash items in process of collection and unposted debits.
(2) The amount reported in this item must be greater than or equal to the sum of
Schedule RC-M, items 3.a and 3.b.
(3) Includes time certificates of deposit not held for trading.
(4) Report `term federal funds sold' in Schedule RC, item 4.a, `Loans and
leases, net of unearned income', and in Schedule RC-C, part 1.
(5) Report securities purchased under agreements to resell that involve the
receipt of immediately available funds and mature in one business day or
roll over under a continuing contract in Schedule RC, item 3.a, `Federal
Funds sold.'

SCHEDULE RC -- CONTINUED

Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------

LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E)................................................................ RCON 2200 116,826 13.a
(1) Noninterest-bearing(1).......................... RCON 6631 7,804 13.a.1
(2) Interest-bearing................................ RCON 6636 109,022
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs...............
(1) Noninterest-bearing.....................................................
(2) Interest-bearing........................................................
14. Federal funds purchased(2) and securities sold under agreements to repurchase: RCON 2800 0 14.
15. a. Demand notes issued to the U.S. Treasury.................................... RCON 2840 0 15.a
b. Trading liabilities......................................................... RCON 3548 0 15.b
16. Other borrowed money:
a. WITH A REMAINING MATURITY OF ONE YEAR OR LESS............................... RCON 2332 5,000 16.a
b. WITH A REMAINING MATURITY OF MORE THAN ONE YEAR THROUGH THREE YEARS......... RCON A547 3,000 16.b
c. WITH A REMAINING MATURITY OF MORE THAN THREE YEARS.......................... RCON A548 3,000 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding....................... RCON 2920 0 18.
19. Subordinated notes and debentures.............................................. RCON 3200 0 19.
20. Other liabilities (from Schedule RC-G)......................................... RCON 2930 1,393 20.
21. Total liabilities (sum of items 13 through 20)................................. RCON 2948 129,219 21.
22. Not applicable
EQUITY CAPITAL

23. Perpetual preferred stock and related surplus.................................. RCON 3838 7,000 23.
24. Common stock................................................................... RCON 3230 500 24.
25. Surplus (exclude all surplus related to preferred stock)....................... RCON 3839 8,384 25.
26. a. Undivided profits and capital reserves...................................... RCON 3632 5,404 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities...... RCON 8434 73 26.b
27. Cumulative foreign currency translation adjustments............................
28. a. Total equity capital (sum of items 23 through 27)........................... RCON 3210 21,361 28.a
b. Losses deferred pursuant to 12 U.S.C. 1823(j)............................... RCON 0306 0 28.b
c. Total equity capital and losses deferred pursuant to 12 U.S.C. 1823(j)
(sum of items 28.a and 28.b)................................................ RCON 3559 21,361 28.c
29. Total liabilities, limited-life preferred stock, equity capital, and losses
deferred pursuant to 12 U.S.C. 1823(j) (sum of items 21, 22 and 28.c).......... RCON 2257 150,580 29.

MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank
by independent external auditors as of any date during 1995..................... RCON 6724 N/A M.1

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report "term federal funds purchased" in Schedule RC, item 16, 'Other
borrowed money.'
(3) Report securities sold under agreements to repurchase that involve the
receipt of immediately available funds and mature in one business day or
roll over under a continuing contract in Schedule RC, item 14.a, 'Federal
funds purchased.'

33
Exhibit T-1.6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of Cinemark USA, Inc.
9 5/8% Series C Senior Subordinated Notes due 2008, we hereby consent that
reports of examination by Federal, State, Territorial or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefore.

U.S. Trust Company of Texas, N.A.

By:
----------------------------
Bill Barber
Vice President