~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~DC ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~PURSUANT ~~REPORT~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~Date toof ~~Section 13~~report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~February 13, ~~of 1934~~ 2007

~~Date of Report (Date of Earliest Event Reported): December 30~~Cinemark, ~~2004~~Inc.

~~CINEMARK,~~(Exact ~~INC.~~ Name of Registrant as Specified in Charter)

Delaware (~~Exact~~State ~~name~~or Other Jurisdiction of ~~registrant~~Incorporation) as001-31372 ~~specified~~(Commission inFile ~~charter~~Number) 01-0687923 (IRS Employer Identification No.)

~~DELAWARE~~3900 ~~(State~~Dallas orParkway, ~~Other~~Suite 500, ~~Jurisdiction~~Plano, ofTexas ~~Incorporation)~~75093 (Address ~~333-116292~~of ~~(Commission~~Principal ~~File~~Executive ~~Number~~Offices) ~~01-0687923~~ (~~IRS~~Zip ~~Employer Identification No.~~Code)

~~3900~~Registrant’s ~~DALLAS~~telephone ~~PARKWAY~~number, ~~SUITE~~including ~~500 PLANO,~~area ~~TEXAS~~code: ~~75093 (Address and Zip Code of Principal Executive Offices)~~ 972.665.1000

~~972-665-1000~~N/A ~~(Registrant’s telephone number, including area code)~~

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ Report)

o Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule 425~~simultaneously satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General Instruction ~~230~~A.~~425~~2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule ~~14a~~ – 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Pre-commencement communications pursuant to Rule~~Item ~~14d-2(b)~~1.01 ~~under~~Entry ~~the~~into ~~Exchange~~a ~~Act~~Material ~~(17~~Definitive ~~CFR 240~~Agreement.~~14d-2 (b))~~

o On ~~Pre~~July 15, 2005, we, through a wholly-~~commencement~~owned ~~communications~~subsidiary, ~~pursuant~~joined toNational ~~Rule 13e~~CineMedia, LLC (“NCM LLC”), a joint venture with American Multi-4Cinema, Inc. (c“AMC”) ~~under~~and ~~the~~Regal ~~Exchange~~CineMedia ~~Act~~Holdings, LLC (17“Regal,” ~~CFR~~together ~~240~~with us and AMC, the “Founding Members”) which operates the largest digital in-theatre network in the U.~~13e~~S. and combines the cinema advertising and non-4film event businesses of the Founding Members. On February 13, 2007, National CineMedia, Inc. (c“NCM INC”), a newly formed entity that now serves as a member and the sole manager of NCM LLC, completed an initial public offering of its common stock. In connection with the NCM INC public offering, NCM INC became a member and the sole manager of NCM LLC, and we entered into or amended various agreements with NCM LLC and NCM INC including the Third Amended and Restated Limited Liability Company Operating Agreement (the “Third Restated LLC Agreement”) of NCM LLC, by and among the Founding Members and NCM INC and an Exhibitor Services Agreement, by and between us and NCM LLC. Prior to the initial public offering of NCM INC common stock, our ownership interest in NCM LLC was approximately 25% and subsequent to the completion of the offering we hold a 14% interest in NCM LLC.

~~TABLE~~Third OFAmended ~~CONTENTS~~and Restated Operating Agreement of National CineMedia, LLC

	Item 1.01 Entry into a Material Definitive Agreement
	Item 3.03Material Modifications to Rights of Security Holders
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
SIGNATURE
EXHIBIT INDEX
Amended/Restated Stockholders Agreement
Amendment to Registration Agreement

On February 13, 2007, Cinemark, Regal, AMC and NCM INC entered into the Third Restated LLC Agreement of NCM LLC. Among other things, the Third Restated LLC Agreement provides for the following:

~~Table~~ Appointment as Manager. NCM INC becomes a member and the sole manager of ~~Contents~~NCM LLC. As the sole manager, NCM INC controls all of the day to day business affairs and decision-making of NCM LLC without the approval of any other member.

~~Item 1~~ Founding Member Approval Rights.01 ~~Entry~~If ~~into~~any adirector ~~Material~~designee ~~Definitive~~to ~~Agreement~~the NCM INC board of directors designated by Cinemark, Regal or AMC is not appointed to the NCM INC board, nominated by NCM INC or elected by NCM INC stockholders, as applicable, then each of Cinemark, Regal or AMC (so long as such member continues to own 5% of NCM LLC’s issued and outstanding common membership units, calculated in accordance with the Third Restated LLC Agreement) will be entitled to certain approval rights over material actions of NCM LLC.

~~Amended~~Distributions. ~~and~~Members are entitled to mandatory distributions of all Available Cash (as defined in the Third Restated ~~Stockholders~~LLC Agreement) on a quarterly basis.

OnTransfer ~~December 30, 2004, Cinemark, Inc~~Restrictions. ~~(the~~Members ~~“Company”),~~are ~~Madison~~generally ~~Dearborn~~permitted ~~Capital~~to ~~Partners~~transfer ~~IV,~~their LPmembership ~~(“MDCP”),~~units ~~Lee~~in ~~Roy~~NCM ~~Mitchell (“Mitchell”)~~LLC, ~~The~~subject ~~Mitchell~~to ~~Special~~limited ~~Trust~~exceptions. ~~(the~~In ~~“Mitchell Trust” and together with Mitchell,~~ the ~~“Mitchell~~event ~~Investors”),~~of ~~Quadrangle~~a ~~Capital~~transfer ~~Partners~~of ~~LP,~~membership ~~Quadrangle Select~~units ~~Partners LP~~by us, ~~Quadrangle~~the ~~Capital~~transferee ~~Partners~~will Anot ~~LP,~~have the ~~management~~rights ~~investors~~ and ~~other stockholders~~powers of ~~the~~Cinemark ~~Company~~(such ~~entered~~as ~~into an Amended and Restated Stockholders Agreement. On December 30, 2004,~~ the ~~Company,~~right ~~MDCP,~~to ~~the Mitchell Investors, Quadrangle Capital Partners LP,~~designate ~~Quadrangle~~directors ~~Select~~for ~~Partners LP~~nomination), ~~and~~unless ~~Quadrangle Capital Partners A LP entered into~~ the ~~First Amendment~~transferee tois ~~Registration~~an ~~Rights~~affiliate ~~Agreement~~of ~~and~~Cinemark ~~Joinder.~~or ~~The~~is ~~“Quadrangle~~controlled ~~Investors” shall refer~~by ~~collectively~~Cinemark toor ~~Quadrangle~~certain ~~Capital~~owners ~~Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners A LP. A more detailed description~~ of ~~these agreements is contained in Item 3~~Cinemark.03 ~~below.~~

~~Item 3~~ Common Unit Redemption Right.~~03 Material~~ ~~Modifications~~The members are granted a redemption right in order to exchange ~~Rights~~common units of ~~Security~~NCM ~~Holders~~LLC for NCM INC shares of common stock on a one-for-one basis (as adjusted to account for stock splits, recapitalization or similar events), or at the option of NCM INC, a cash payment equal to the market price of one share of common stock. If NCM INC determines to make a cash payment, we have the option to rescind its redemption request within the specified time period.

~~Amended~~Preferred Unit Redemption Right. Prior to pricing the initial public offering of NCM INC, NCM LLC completed a recapitalization whereby (1) each issued and outstanding Class A unit of NCM LLC was split into 44,291 Class A units, and (2) following such split of Class A Units each issued and outstanding Class A Unit was recapitalized into one common unit and one preferred unit. As a result, we received 14,159,437 common units and 14,159,437 preferred units. All existing preferred units of NCM LLC, or 55,850,951 preferred units, held by Cinemark, Regal and AMC were redeemed on a pro rata basis upon execution of the Third Restated ~~Stockholders~~LLC Agreement. NCM LLC utilized the proceeds of its new $725.0 million term loan facility and $59.8 million it received from NCM INC from the proceeds of its initial public offering to redeem all of its outstanding preferred units upon execution of the Third Restated LLC Agreement in accordance with the terms thereof. Each preferred unit was redeemed for $13.7782 and we received approximately $195.1 million as payment in full for redemption of all of our preferred units in NCM LLC (the “Redemption Proceeds”). Upon payment of such amount, each preferred unit was cancelled and the holders of the preferred units ceased to have any rights with respect to the preferred units.

OnAmendments. ~~December 30,~~The ~~2004,~~Third ~~the~~Restated ~~Company,~~LLC ~~MDCP,~~Agreement ~~the~~may ~~Mitchell~~generally ~~Investors,~~be ~~the~~amended ~~Quadrangle~~by ~~Investors,~~a ~~the~~vote of ~~management~~the ~~investors~~members ~~and~~holding ~~other~~a ~~stockholders~~majority of the ~~Company~~outstanding ~~entered~~common ~~into~~units anplus ~~Amended~~each ~~and Restated Stockholders Agreement. Future holders~~ of ~~our~~Cinemark, ~~common~~Regal ~~stock may also be required to become parties to the Amended~~ and ~~Restated Stockholders Agreement~~AMC. Amendments ~~We refer~~ to ~~the~~specified ~~stockholders~~provisions ~~which~~also ~~are~~require ~~party to~~ the ~~Amended~~additional ~~and~~consent ~~Restated~~of ~~Stockholders~~NCM ~~Agreement~~INC ~~collectively~~ as the ~~“Stockholders”~~sole manager.

~~Voting. The Stockholders will vote any voting securities over which they have control and will~~2 take all other reasonably necessary or desirable actions to elect and continue in office, members of the Company’s Board of Directors consisting of twelve members, initially composed of two persons designated by the Mitchell Investors, nine persons designated by MDCP and one person designated by the Quadrangle Investors.

~~Transfer~~Exhibitor ~~restrictions.~~Services ~~Stockholders~~Agreement ~~may not transfer shares, other than in an exempt transfer, which includes transfers to affiliates, transfer to family members in the case of a natural person, transfers in connection~~ with ~~certain~~National ~~sales of the Company approved by the Company’s Board of Directors or by MDCP~~CineMedia, ~~and transfers by the management investors to the Company. Any such~~LLC affiliates, family members or other investors to which the Stockholders transfer shares of the Company’s common stock will agree in writing to be bound by the provisions of the Amended and Restated Stockholders Agreement.

~~Rights~~On ~~of first refusal. The Company~~February 13, ~~MDCP~~2007, ~~the~~we ~~Mitchell~~entered ~~Investors~~into ~~and~~ the ~~Quadrangle Investors~~Exhibitor ~~are~~Services ~~granted~~Agreement ~~certain rights of first refusal in connection~~ with ~~certain~~NCM ~~sales of shares of the Company’s common stock by any of the Mitchell Investors, the management investors, the Quadrangle Investors, if any, or their permitted assigns~~LLC. ~~The~~Among ~~Company, the Mitchell Investors and~~other ~~the~~things ~~Quadrangle Investors are granted certain rights of refusal in connection with certain transfers of shares of~~ the ~~Company’s~~Exhibitor ~~common~~Services ~~stock~~Agreement byprovides ~~MDCP~~for ~~to any of~~ the ~~Company’s competitors.~~following:

2 Services Provided. NCM LLC will be the exclusive provider within the United States of advertising services in the Company’s theatres (subject to limited exceptions), as well as of the exclusive provider of meeting events (known as “CineMeetings”) and digital programming events.

~~Table~~ Term. The Exhibitor Services Agreement has a term of ~~Contents~~30 years for advertising. The terms for CineMeetings and digital programming will each be approximately five years with provisions for automatic renewal if certain financial performance conditions are met by the CineMeetings or digital programming businesses, as applicable. Beginning one year prior to the end of the term and ending four years after the end of the term of the Exhibitor Services Agreement, NCM LLC will have a right of first refusal to enter into a services agreement for the services provided under the Exhibitor Services Agreement on terms equivalent to those offered by a third-party.

~~Participation rights~~Termination. ~~Pursuant~~Either toparty may terminate the ~~Amended~~agreement ~~and~~upon ~~Restated~~(1) a ~~Stockholders~~material ~~Agreement,~~breach ~~the~~of ~~Mitchell~~the ~~Investors,~~Exhibitor ~~the~~Services ~~management~~Agreement ~~investors,~~by the ~~Quadrangle~~other ~~Investors~~party after notice and ~~certain~~a ~~other stockholders~~cure ~~are~~period; ~~granted~~(2) a government, ~~certain~~regulatory ~~“tag-along”~~or ~~rights~~judicial injunction, ~~which~~order ~~entitle~~or ~~them~~decree; toor ~~participate~~(3) bankruptcy, ininsolvency ~~certain~~or ~~sales~~dissolution byof ~~MDCP~~the ofother ~~shares~~party, appointment of a receiver or trustee for the ~~Company’s~~other ~~common~~party ~~stock~~who ~~held~~is bynot dismissed ~~MDCP~~within 60 days or cessation of business or inability to pay debts.

~~Sale of Cinemark, Inc~~Theatres. ~~Subject~~The ~~to certain exceptions, if the~~ Company’s ~~Board~~is ofrequired ~~Directors~~to ~~or MDCP~~make ~~approves~~all ~~a sale~~ of ~~the~~its ~~Company,~~theatres ~~each~~available ~~of the Stockholders will vote~~ for ~~and consent to~~ the ~~approved~~services, ~~sale~~including ~~and~~theatres ~~will~~that ~~take~~are ~~all~~newly ~~necessary~~acquired ~~and~~or ~~desirable~~built ~~actions~~during inthe ~~connection~~term ~~with~~of the ~~consummation~~Exhibitor ofServices ~~the~~Agreement, ~~approved~~subject ~~sale~~to ascertain ~~reasonably~~limited ~~requested by the Company’s Board of Directors or by MDCP~~exceptions.

~~Holdback agreement~~Payments. NoIn ~~management~~consideration ~~investor~~for orNCM ~~his~~LLC’s ~~permitted~~access ~~transferee~~to ~~shall~~the ~~sell~~Company’s ~~any~~theatre attendees for on-screen advertising and use of off-screen locations within the Company’s ~~common~~theatres ~~stock~~for orthe ~~any~~lobby entertainment ~~securities~~network ~~convertible~~and ~~into~~lobby orpromotions, ~~exchangeable~~the orCompany ~~exercisable~~will ~~for~~receive ~~such common~~a ~~stock,~~monthly ~~during~~theatre access fee under the ~~period~~Exhibitor ~~beginning~~Services onAgreement. ~~the~~The ~~effective~~theatre ~~date~~access fee is composed of ~~any~~a ~~underwritten~~fixed ~~demand~~payment per ~~registration~~patron, orinitially ~~any~~$0.07, ~~underwritten~~and ~~piggyback~~a ~~registration~~fixed ~~pursuant~~payment toper ~~the~~digital ~~equity~~screen, ~~registration~~which may be adjusted for certain ~~agreement~~enumerated asreasons. The payment per theatre patron will increase by 8% every five years with the first ~~Company~~such increase taking effect after the end of fiscal 2011 and the ~~underwriters~~payment ~~managing~~per digital screen, initially $66.67, will increase annually by 5%, beginning after the ~~registration~~end ~~request~~of fiscal 2007. The theatre access fee paid in the aggregate to Regal, AMC and Cinemark will not be less than 12% of NCM LLC’s Aggregate Advertising Revenue (as defined in the Exhibitor Services Agreement), or it will be adjusted upward to reach this minimum payment.

~~Preemptive~~NCM ~~rights.~~LLC Ifwill also pay a portion of the ~~Company~~proceeds ~~proposes~~it receives from NCM INC in the initial public offering to ~~issue~~us ~~any~~for ~~additional~~agreeing ~~shares~~to ofmodify ~~common~~NCM ~~stock~~LLC’s payment obligation under the prior exhibitor orservices ofagreement. ~~any~~The ~~other~~modification ~~capital~~agreed ~~stock~~to orby ~~equity~~us ~~securities,~~reflects ora ~~any~~shift ~~securities~~from ~~convertible~~circuit ~~into~~share orexpense ~~exchangeable~~under orthe ~~exercisable~~prior ~~for~~exhibitor ~~shares~~service ofagreement ~~stock~~with us, ~~subject~~which previously obligated NCM LLC to ~~certain~~pay ~~exceptions~~us a percentage of revenue, to the ~~Company~~above-described ~~will~~monthly theatre access fee. The theatre access fee ~~offer~~will significantly reduce the contractual amounts paid to ~~each~~us ~~Stockholder~~by aNCM ~~portion~~LLC. ofIn exchange for our agreement to so modify the ~~number~~agreement, orNCM ~~amount~~LLC ofpaid ~~such~~us ~~securities~~approximately ~~proposed~~$174 million toupon beexecution ~~sold~~of, inand ~~any~~as ~~such~~required ~~transaction~~by, the Exhibitor Services Agreement on February 13, 2007 (the “ESA Payment”).

~~Anti-takeover~~In ~~measures.~~consideration ~~Prior~~for to the ~~commencement~~exhibition of andigital ~~initial~~programming ~~public~~events, ~~offering~~we ofwill ~~shares~~retain 15% of the revenue ~~Company’s~~from ~~common~~ticket ~~stock~~sales, ~~MDCP~~net ~~will~~of ~~request~~taxes ~~that~~and ~~the~~refunds ~~Company’s~~and ~~Board~~100% of ~~Directors~~the ~~adopt reasonable~~concession ~~and~~sales. ~~customary~~NCM ~~anti-takeover~~LLC ~~measures,~~will distribute ~~except~~a tototal ~~the~~of ~~extent~~15% ~~that~~of the ~~Company’s~~net ~~Board~~revenue ~~of Directors~~received ~~determines~~from inany ~~the~~promotional ~~observance~~fee offor ~~its~~a ~~fiduciary~~digital programming ~~duties~~event to those theatres that ~~any~~participated in such ~~measures~~digital ~~are~~programming ~~not~~event, inallocated ~~the~~based ~~best~~upon ~~interests~~the number of ~~the~~tickets ~~Company’s~~sold. ~~stockholders,~~Revenue orfrom meeting events will be shared based on the type ~~underwriters~~of ~~managing~~event. For meetings that include a movie, we will retain the ~~initial~~proceeds ~~public~~of movie ticket ~~offering~~sales ~~advise~~for a full sale of the ~~Company~~auditorium ~~that~~(at ~~any~~adult ~~such~~ticket ~~measures~~prices) ~~will~~and ~~adversely~~NCM ~~affect~~LLC ~~such~~will ~~offering~~retain orother ~~offering~~fees ~~price.~~associated

~~Approval of certain transactions. So long as the Mitchell Investors or the Quadrangle~~3 Investors and their permitted transferees own at least 5% of the Company’s outstanding common stock, they will possess approval rights over certain significant transactions that may be pursued by the Company.

~~Equity~~with ~~Registration~~the ~~Agreement~~meeting. For meetings without a movie, NCM LLC will pay us 15% of the rental revenue for the meeting. For church worship services, NCM LLC in the United States will pay us 50% of the rental revenue for the meeting.

OnNon-Competition. ~~December 30,~~Subject ~~2004, the Company entered into a first amendment~~ to ~~registration~~certain ~~agreement with~~limited ~~MDCP~~exceptions, the ~~Mitchell~~Exhibitor ~~Investors~~Services Agreement ~~and~~includes ~~the~~a ~~Quadrangle~~broad ~~Investors.~~non-compete ~~Under the amendment~~provision, ~~the~~whereby ~~holders~~we ~~of at~~agree ~~least~~not ato ~~majority~~compete ofwith ~~the~~NCM ~~registrable~~LLC ~~securities~~with respect ~~held~~to by the ~~Quadrangle~~services ~~Investors~~that ~~have~~ the ~~right at~~Exhibitor ~~any~~Services ~~time~~Agreement ~~after~~grants ~~180 days~~exclusivity ~~after~~to ~~the~~NCM ~~completion~~LLC ~~of an initial public~~to provide.

3 Certain Other Provisions. If the exhibitor services agreements of AMC or Regal are amended, then we have the right to amend the Exhibitor Services Agreement to match such change pursuant to a most-favored nation provision.

~~Table~~ We intend to use the net proceeds, after taxes, from the Redemption Proceeds, the ESA Payment described above and the approximately $19.9 million we received by selling common units in NCM LLC to NCM INC in connection with the exercise of ~~Contents~~the underwriter’s over-allotment option in the NCM INC initial public offering to repay outstanding debt. However we may decide to use these proceeds for a purpose other than the repayment of our indebtedness.

~~offering~~Item 2.01 Completion of ~~the~~Acquisition ~~Company’s common stock, subject to certain conditions, to require the Company to register their common stock on a registration statement on Form S-1~~ or ~~any~~Disposition ~~similar~~of ~~long-form registration at our expense~~Assets.

~~Item 5.02~~ The ~~Departure~~information ofdescribed ~~Directors~~above orin ~~Principal~~Item 1.01 ~~Officers;~~with ~~Election~~respect to disposition of ~~Directors;~~assets ~~Appointment~~is ofincorporated ~~Principal~~herein ~~Officers~~by reference.

	(1)	the majority of the Company’s stockholders elected Peter Ezersky to serve as a director on the Company’s Board of Directors.
	(2)	Peter Ezersky was nominated by the Quadrangle Investors, and elected by a majority of the Company’s stockholders, as a director of the Company pursuant to the terms of the Amended and Restated Stockholders Agreement referred to in Items1.01 and 3.03 above.
	(3)	It has not yet been determined to which, if any, committees Peter Ezersky will be appointed.
	(4)	Not applicable

4SIGNATURE

~~Table~~ Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURE~~ CINEMARK, INC. By: /s/ Michael D. Cavalier Name: Michael D. Cavalier Title: Senior Vice President — General Counsel

~~Pursuant~~Date: ~~to the requirements of the Securities Exchange Act of 1934~~February 20, ~~the registrant has duly~~2007 ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	CINEMARK, INC.
Date: January 4, 2005	By:	/s/ Michael D. Cavalier
	Name:		Michael D. Cavalier
	Title:		Vice President - General Counsel

EXHIBIT INDEX

The exhibits below are numbered in accordance with the Exhibit Table of Item 601 Regulation 8-K.

Exhibit No.		Description of Exhibit
3.1		Amended and Restated Stockholders Agreement dated as of December 30, 2004 among Cinemark, Inc., Madison Dearborn Capital Partners IV, LP, Lee Roy Mitchell, The Mitchell Special Trust, Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners, A LP and the other stockholders party thereto.
10.1		First Amendment to Registration Agreement dated as of December 30, 2004 among Cinemark, Inc., Madison Dearborn Capital Partners IV, LP, Lee Roy Mitchell, The Mitchell Special Trust, Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners, A LP and the other stockholders party thereto.

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