SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Cinemark Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

17243V102

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

			o Rule 13d-1(b)
			o Rule 13d-1(c)
			þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		17243V102	13G

 * SEE INSTRUCTIONS BEFORE FILLING OUT

 ** SEE ITEM 4(b).

CUSIP No.		17243V102	13G

 *SEE INSTRUCTIONS BEFORE FILLING OUT

 **SEE ITEM 4(a).

CUSIP No.		17243V102	13G

 * SEE INSTRUCTIONS BEFORE FILLING OUT

Item 1(a)		Name of Issuer: Cinemark Holdings, Inc.
Item 1(b)		Address of issuer’s principal executive offices.
		3900 Dallas Parkway, Suite 500 Plano, Texas 75093
Item 2(a)		Name of Person Filing.
		Lee Roy Mitchell
		Gary Witherspoon, Co Trustee, The Mitchell Special Trust
		The Mitchell Special Trust
Item 2(b)		Address or Principal Business Office.
		Lee Roy Mitchell 3900 Dallas Parkway, Suite 500 Plano, TX 75093
		Gary Witherspoon 12400 Coit Road, Suite 800 Dallas, TX 75251
		The Mitchell Special Trust 12400 Coit Road, Suite 800 Dallas, TX 75251
Item 2(c)		Citizenship or Place of Organization.
		Lee Roy Mitchell: United States Citizen
		Gary Witherspoon: United States Citizen
		The Mitchell Special Trust: Texas
Item 2(d)		Title of Class of Securities.
		Common Stock, par value $.001 per share.
Item 2(e)		CUSIP No.
		17243V102
Item 3		Not Applicable
Item 4		Ownership.

(a)

Amount Beneficially Owned:

(i) Lee Roy Mitchell may be deemed to beneficially own 13,117,845 shares of Cinemark Holdings, Inc.’s common stock, which includes 6,419,095 shares directly held by The Mitchell Special Trust. Lee Roy Mitchell is a co-trustee of The Mitchell Special Trust.

(ii) Gary Witherspoon, a co-trustee of The Mitchell Special Trust, may be deemed to beneficially own 6,419,095 shares of Cinemark Holdings, Inc.’s common stock.

(iii) The Mitchell Special Trust may be deemed to beneficially own 6,419,095 shares of Cinemark Holdings, Inc.’s common stock.

Lee Roy Mitchell and Gary Witherspoon disclaim beneficial ownership of 6,419,095 shares directly held by the Mitchell Special Trust.

(b)

Percent of Class

	(i)		Lee Roy Mitchell: 12.3%
	(ii)		Gary Witherspoon: 6.0%
	(iii)		The Mitchell Special Trust: 6.0%

This percentage is determined by dividing the number of shares of common stock beneficially owned by each of Lee Roy Mitchell, Gary Witherspoon, as co trustee of The Mitchell Special Trust and The Mitchell Special Trust by 106,978,684, the number of shares of common stock issued and outstanding as of December 31, 2007, as provided by Cinemark Holdings, Inc.

	(c)		No. of shares as to which the person has:
	(i)		Sole power to vote or to direct the vote:

	(1)		Lee Roy Mitchell: 6,698,750
	(2)		Gary Witherspoon: 0
	(3)		The Mitchell Special Trust: 6,419,095

(ii)

Shared power to vote or to direct the vote:

	(i)		Lee Roy Mitchell: 6,419,095
	(ii)		Gary Witherspoon: 6,419,095
	(iii)		The Mitchell Special Trust: 0

(iii)

Sole power to dispose or to direct the disposition of:

	(i)		Lee Roy Mitchell: 6,698,750
	(ii)		Gary Witherspoon: 0
	(iii)		The Mitchell Special Trust: 6,419,095

(iv)

Shared power to dispose or to direct the disposition of:

	(i)		Lee Roy Mitchell: 6,419,095
	(ii)		Gary Witherspoon: 6,419,095
	(iii)		The Mitchell Special Trust: 0

Item 5		Ownership of 5 Percent or Less of a Class.
		Not Applicable
Item 6		Ownership of More than 5 Percent on Behalf of Another Person.
		Not Applicable
Item 7		Identification and Classification of the Subsidiary.
		Not Applicable
Item 8		Identification and Classification of Members of the Group.
		Not Applicable
Item 9		Notice of Dissolution of a Group.
		Not Applicable
Item 10		Certification.
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits		Exhibit I: Joint Filing Agreement by and among Lee Roy Mitchell, Gary Witherspoon and The Mitchell Special Trust.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     Date: February 14, 2008