As Filed With The Securities and Exchange Commission on August 30, 1996
                                                     Registration No. 333-   

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                 ______________

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              The Marcus Corporation      
             (Exact name of registrant as specified in its charter)

               Wisconsin                            39-1139844       
    (State or other jurisdiction of    (I.R.S. Employer Identification No.)
     incorporation or organization)


                      250 East Wisconsin Avenue, Suite 1700
                           Milwaukee, Wisconsin  53202
                                 (414) 272-6020                  
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

           Thomas F. Kissinger                          With a copy to:
       General Counsel and Secretary                    Steven R. Barth
         The Marcus Corporation                         Foley & Lardner
    250 East Wisconsin Avenue, Suite 1700          777 East Wisconsin Avenue
       Milwaukee, Wisconsin  53202                Milwaukee, Wisconsin  53202
             (414) 272-6020                             (414) 271-2400
         Facsimile: (414) 272-0669                 Facsimile: (414) 297-4900
    (Name, address, including zip code, 
     and telephone number, including area 
     code, of agent for service)

                     _________________________________________

        Approximate date of commencement of proposed sale to the public: 
   From time to time after this registration statement becomes effective.

        If the only securities being registered on this Form are being
   offered pursuant to dividend or interest reinvestment plans, please check
   the following box. [_]

        If any of the securities being registered on this Form are to be
   offered on a delayed or continuous basis pursuant to Rule 415 under the
   Securities Act of 1933, other than securities offered only in connection
   with dividend or interest reinvestment plans, please check the following
   box. [X]
                               __________________

                         CALCULATION OF REGISTRATION FEE

    Title of Each                Proposed
       Class of                   Maximum    Proposed Maximum
      Securities      Amount     Offering        Aggregate       Amount of
        to be         to be        Price         Offering       Registration
      Registered    Registered   Per Share         Price            Fee

    Common Stock,    500,000
    $1 par value      shares     $24.0(1)     $12,000,000(1)       $4,138


   (1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933
        solely for the purpose of calculating the registration fee based on
        the average of the high and low prices for The Marcus Corporation
        Common Stock on the New York Stock Exchange on August 21, 1996.

                       ___________________________________

      The Registrant hereby amends this Registration Statement on such date
   or dates as may be necessary to delay its effective date until the
   Registrant shall file a further amendment which specifically states that
   this Registration Statement shall thereafter become effective in
   accordance with Section 8(a) of the Securities Act of 1933 or until this
   Registration Statement shall become effective on such date as the
   Commission, acting pursuant to said Section 8(a), may determine.

   
<PAGE>

   Prospectus



                             THE MARCUS CORPORATION

                            Dividend Reinvestment and
                          Associate Stock Purchase Plan

                  500,000 Shares of Common Stock, $1 Par Value

             The Marcus Corporation (the "Company") is offering to its
   shareholders and associates and the associates of its subsidiaries and
   covered affiliates, the opportunity to purchase shares of the Company's
   Common Stock, $1 par value (the "Common Stock"), by reinvesting dividends
   and/or by making optional cash investments pursuant to The Marcus
   Corporation Dividend Reinvestment and Associate Stock Purchase Plan (the
   "Plan").  Eligible shareholders under the Plan may reinvest all or a
   portion of their cash dividends in shares of Common Stock as well as make
   optional cash investments of $100 or more per investment in Common Stock
   up to a total of $1,500 per calendar month.  Eligible associates under the
   Plan may make optional cash investments, including payroll deductions, of
   $10 or more per investment in Common Stock.  In addition, dividends on all
   shares acquired and held in the accounts of participants under the Plan
   will be automatically reinvested in additional shares of Common Stock. 
   The term "associates" as used herein refers to employees of the Company
   and its subsidiaries and covered affiliates.

             The Common Stock is traded on the New York Stock Exchange under
   the symbol "MCS."  On August 12, 1996, the last reported sale price of the
   Common Stock on the New York Stock Exchange was $24.125 per share.

             The Plan provides that shares of Common Stock may be purchased
   for participants from the Company or in the open market or in privately
   negotiated transactions.  The price of newly issued shares purchased from
   the Company will be the average (computed to four decimal places) of the
   high and low prices of shares of Common Stock on the New York Stock
   Exchange on the date of purchase.  The price of shares of Common Stock
   purchased for participants on the open market or in privately negotiated
   transactions will be the weighted average of the prices paid for such
   shares.  No brokerage commissions, fees or service charges will be
   incurred by participants in connection with purchases of shares under the
   Plan (whether from the Company or on the open market or in privately
   negotiated transactions) or for participating in the Plan.  For a detailed
   summary of the Plan, see "The Plan."
                                 ______________

   The Company suggests that this Prospectus be retained for future
   reference.
                                 ______________

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
             HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                 SECURITIES COMMISSION PASSED UPON THE ACCURACY
                      OR ADEQUACY OF THIS PROSPECTUS.  ANY
                       REPRESENTATION  TO THE CONTRARY IS
                               A CRIMINAL OFFENSE.
                                 ______________

                 The date of this Prospectus is August 30, 1996

   
<PAGE>
                              AVAILABLE INFORMATION

             The Company is subject to the informational requirements of the
   Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
   accordance therewith files reports and other information with the
   Securities and Exchange Commission (the "Commission").  Reports, proxy
   statements and other information filed by the Company can be inspected and
   copied at the public reference facilities maintained by the Commission at
   450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
   regional offices located at the Northwestern Atrium Center, 500 West
   Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade
   Center, 13th floor, New York, New York 10048.  Copies of such material
   also may be obtained from the Public Reference Section of the Commission,
   450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

             In addition, the Commission maintains a Web site that contains
   reports, proxy and information statements and other information regarding
   registrants that file electronically with the Commission.  The address of
   such Web site is http://www.sec.gov.

             The Company has filed with the Commission a Registration
   Statement on Form S-3 (together with all amendments and exhibits thereto
   referred to herein as the "Registration Statement") under the Securities
   Act of 1933 with respect to the Common Stock offered hereby.  This
   Prospectus does not contain all of the information set forth in the
   Registration Statement, certain parts of which have been omitted in
   accordance with the rules and regulations of the Commission.  For further
   information, reference is hereby made to the Registration Statement which
   may be inspected and copied in the manner and at the sources described
   above.  For further information with respect to the Company and the Common
   Stock, reference is made to the Registration Statement, including the
   exhibits filed as a part thereof or incorporated by reference therein,
   which may be inspected at the principal office of the Commission, without
   charge, at 450 Fifth Street, N.W., Washington, D.C. 20549.

             Copies of the Registration Statement may be obtained from the
   Commission at its principal office at Room 1024, 450 Fifth Street, N.W.,
   Washington, D.C. 20549, upon payment of prescribed fees.  Statements
   contained in this Prospectus as to the contents of any contract or other
   document are not necessarily complete and, where the contract or the
   document has been filed or incorporated by reference as an exhibit to the
   Registration Statement, each such statement is qualified in all respects
   by reference to the applicable document filed with the Commission.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

             The following documents filed by the Company with the Commission
   under the Exchange Act are incorporated in this Prospectus by reference
   and made a part hereof:

             1.   The Company's Annual Report on Form 10-K for the
                  fiscal year ended May 30, 1996, which contains audited
                  financial statements for the Company's fiscal year
                  ended May 30, 1996.

             2.   The description of the Common Stock contained in the
                  Company's Registration Statement on Form 8-A, dated
                  November 15, 1993.

             All documents subsequently filed by the Company pursuant to
   Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
   this Prospectus and prior to the termination of this offering, shall be
   deemed to be incorporated in this Prospectus by reference and to be a part
   hereof.  Any statement contained in a document incorporated or deemed to
   be incorporated by reference in this Prospectus shall be deemed to be
   modified or superseded for purposes of this Prospectus to the extent that
   a statement contained in this Prospectus or in any other subsequently
   filed document which also is or is deemed to be incorporated by reference
   in this Prospectus modifies or supersedes such statement.  Any statement
   so modified or superseded shall not be deemed, except as so modified or
   superseded, to constitute a part of this Prospectus.

             The Company will provide without charge to each person to whom
   this Prospectus is delivered, upon written or oral request of such person,
   a copy of all of the information that has been incorporated in this
   Prospectus by reference (other than certain exhibits to documents
   incorporated by reference).  Such requests should be directed to Thomas F.
   Kissinger, General Counsel and Secretary, The Marcus Corporation, 250 East
   Wisconsin Avenue, Suite 1700, Milwaukee, Wisconsin 53202, telephone: (414)
   272-6020.

                                   THE COMPANY

             The Company is engaged in operating four business segments:
   motels; hotels and resorts; movie theatres; and restaurants.  The
   Company's motel operations include a chain of Budgetel Inns limited
   service motels and Woodfield Suites all-suite hotels.  The Company's hotel
   and resort operations include owned and managed full service hotels and
   full-facility destination resorts.  The Company also operates movie
   theatres and franchises a chain of KFC restaurants.

                                 USE OF PROCEEDS

             The Company has no basis for estimating either the number of
   authorized but unissued shares of Common Stock that will ultimately be
   sold by the Company pursuant to the Plan or the prices at which such
   shares will be sold.  Any net proceeds received by the Company from the
   sale of shares under the Plan will be added to the Company's general funds
   and used for general corporate purposes.  The Company will not receive any
   proceeds from the sale of shares under the Plan which are acquired on the
   open market or in privately negotiated transactions.

                                    THE PLAN

             The following is a summary of the provisions of the Plan.  The
   full text of the Plan is filed with the Commission as an exhibit to the
   Registration Statement.  This summary is subject to, and qualified by, the
   complete terms of the Plan to which reference is hereby made.  This
   summary is not part of the legal documents constituting the Plan and does
   not modify the Plan or serve as a legal interpretation of any of its
   provisions.

   Purpose

             The purpose of the Plan is to provide shareholders of record of
   the Common Stock of the Company and eligible associates of the Company and
   its subsidiaries and covered affiliates with a simple and convenient
   method of purchasing shares of Common Stock.  Once enrolled in the Plan,
   eligible shareholders may use cash dividends and/or make optional cash
   investments to acquire additional shares of Common Stock without incurring
   purchase fees, such as brokerage commissions or service charges.  Eligible
   associates may use optional cash investments, including payroll
   deductions, to acquire shares of Common Stock without incurring purchase
   fees.

   Administration of the Plan

             Firstar Trust Company (the "Trust Company") has been appointed
   by the Company as its agent to administer the Plan, maintain records, send
   statements of account to participants and perform other duties relating to
   the Plan, subject to the direction of the Company.  The Trust Company will
   hold for safekeeping the shares of Common Stock acquired under the Plan
   for each participant until termination of participation in the Plan or
   receipt of a request in writing from a participant for all or part of his
   or her Plan shares.  Shares held by the Trust Company will be registered
   in the name of the Trust Company or one of its nominees, as agent for
   participants in the Plan.  The Company acting through its Board of
   Directors may, at any time and in its sole discretion, appoint a successor
   administrator of the Plan upon 30 days' written notice to the Trust
   Company.

             All inquiries, notices, requests and other communications
   regarding participation in the Plan should be directed to the Trust
   Company as follows:

             Firstar Trust Company
             The Marcus Corporation Dividend Reinvestment
               and Associate Stock Purchase Plan
             P.O. Box 2077
             Milwaukee, Wisconsin  53201

   Advantages of Participating in the Plan

             Participants in the Plan who are shareholders of record of
   Common Stock may:

             -    Automatically reinvest dividends on all or a portion of
                  their shares of Common Stock held of record.

             -    Invest additional cash (in amounts of not less than $100
                  per investment, up to a maximum of $1,500 per calendar
                  month) to purchase additional shares of Common Stock.

             Participants in the Plan who are eligible associates may:

             -    Invest cash (in amounts of not less than $10 per
                  investment) to purchase additional shares of Common Stock.

             -    Establish a periodic investment plan by authorizing
                  automatic after-tax payroll deductions (in amounts of not
                  less than $10 per pay period) to purchase additional shares
                  of Common Stock.

             All participants in the Plan will:

             -    Have cash dividends on shares credited to their Plan
                  accounts automatically reinvested in additional shares of
                  Common Stock.

             -    Participate without incurring fees in connection with
                  purchases of additional shares of Common Stock under the
                  Plan, including brokerage commissions or service charges.

             -    Benefit from full investment of funds under the Plan
                  because fractional shares, as well as whole shares, will be
                  credited to their accounts; dividends on such fractional
                  shares, as well as on whole shares, will be reinvested in
                  additional shares.

             -    Avoid the need for safekeeping of certificates for shares
                  of Common Stock credited to their accounts under the Plan.

             -    Receive periodic statements from the Trust Company
                  reflecting all current activity in their Plan account,
                  thereby affording participants simplified recordkeeping.

   Participation by Shareholders of Record

             Eligibility.  Any shareholder who has shares of Common Stock
   registered in his or her own name on the books of the Company is eligible
   to participate in the Plan.  (Shareholders owning Class B Common Stock
   will not, solely as a result of such ownership, be eligible to participate
   in the Plan.)  A beneficial owner of Common Stock, whose shares are
   registered in the name of another (e.g., in a broker's "street name" or in
   the name of a bank nominee or trustee) and who desires to participate in
   the Plan, must either make appropriate arrangements with the record holder
   to participate on behalf of the beneficial owner or must become a
   shareholder of record by having part or all of such shares transferred
   into his or her own name.  Shares held by an individual in the Company's
   Pension Plus Plan are not registered in the name of the individual and are
   not eligible for participation in the Plan with respect to such shares.

             Participation by shareholders of record of Common Stock in the
   Plan is completely voluntary.  Shareholders who do not elect to
   participate in the Plan will continue to receive their cash dividends if,
   when and as declared by the Board of Directors of the Company.  On April
   10, 1996, the Company publicly announced that its Board of Directors
   intended to commence the quarterly payment of dividends, subject to future
   authorization and declaration by the Board of Directors in each case. 
   Prior to such announcement, since 1984 the Company had paid annual cash
   dividends to its shareholders.  Payment of cash dividends in the future by
   the Company will depend on its future earnings, financial requirements and
   other factors.  There can be no assurance that the Company will continue
   to pay cash dividends or pay cash dividends at the same rates or in the
   same amounts as in prior years.

             Investment Options.  An eligible shareholder of record of Common
   Stock may elect to participate in the Plan through the following dividend
   reinvestment and/or cash investment options:

             Full Dividend Reinvestment - Directs the Trust Company to
        reinvest the cash dividends on all shares of Common Stock
        currently or subsequently registered in the participant's name.

             Partial Dividend Reinvestment - Directs the Trust Company
        to reinvest the cash dividends on a designated number of the
        shares of Common Stock registered in the name of the
        participant.  The Company will continue to pay cash dividends
        directly to the participant on the other shares held in his or
        her name.

             Optional Cash Investments - Permits the shareholder
        participant to make optional cash investments of $100 or more
        per investment, up to a maximum of $1,500 per calendar month,
        for the purchase of additional shares of Common Stock, whether
        or not any dividends on the shares of Common Stock registered in
        the name of the participant are reinvested.  Such investments
        may be effected by making cash payments directly to the Trust
        Company.  A non-associate must first be a shareholder of record
        before being allowed to make optional cash investments.

             All shares acquired by a shareholder through dividend
   reinvestment and optional cash investments will be credited to the
   participant's account under the Plan.  Cash dividends on shares (including
   any fractional share interest) of Common Stock held in the participant's
   account under the Plan will be automatically reinvested in additional
   shares of Common Stock.

             Enrollment.  An eligible shareholder may join the Plan at any
   time by properly completing and signing the Shareholder Authorization Form
   accompanying this Prospectus and mailing it to the Trust Company, along
   with any necessary postage, in the envelope provided for that purpose.  If
   the shares of Common Stock are registered in more than one name (e.g.,
   joint tenants or trustees), all registered holders must sign.  Shareholder
   Authorization Forms may be obtained at any time by writing the Trust
   Company.

             The reinvestment of a shareholder participant's dividends will
   begin with the dividend payment date immediately following the date on
   which a signed and properly completed Shareholder Authorization Form
   specifying reinvestment of dividends is received by the Trust Company,
   provided that the Form is received by the Trust Company at least two
   business days before the record date for a dividend payment.  If the
   Shareholder Authorization Form is received by the Trust Company after that
   time, the reinvestment of dividends will begin with the next cash dividend
   payment.  Dividend payment dates in the future for the Common Stock are
   expected to be on or about the 15th day of February, May, August and
   November (or the closest business day thereto if such dividend payment
   date is not a business day).  Each corresponding record date is expected
   to be 21 days in advance of such dividend payment date.  There can be no
   assurance that these dates will not change or that the Company will
   continue paying quarterly cash dividends.

             Each shareholder participant is fully responsible for the proper
   completion and timely delivery to the Trust Company of his or her
   Shareholder Authorization Form.  Neither the Trust Company nor the Company
   may be held responsible for Shareholder Authorization Forms which are not
   properly completed or timely delivered.

             Participation in the Plan by an eligible shareholder making
   optional cash investments is described below under "Optional Cash
   Investments."

             Change of Investment Option.  A shareholder participant may
   change his or her investment option by obtaining and properly completing a
   new Shareholder Authorization Form and sending it to the Trust Company. 
   With respect to the reinvestment of dividends, the new Shareholder
   Authorization Form must be received by the Trust Company at least two
   business days before the record date for a dividend payment in order to be
   effective for such payment.  Each shareholder participant is fully
   responsible for the proper completion and timely delivery to the Trust
   Company of his or her Shareholder Authorization Form.  Neither the Trust
   Company nor the Company may be held responsible for Shareholder
   Authorization Forms which are not properly completed or timely delivered.

   Participation by Associates

             Eligibility.  Any full-time or part-time associate of the
   Company or any of its subsidiaries is eligible to participate in the Plan
   if he or she: (i) is at least 18 years of age; (ii) has completed one year
   of employment service in which the associate worked at least 1,000 hours
   for the Company or a subsidiary or covered affiliate; and (iii) is not
   covered under a collective bargaining agreement or is covered under a
   collective bargaining agreement which specifically provides for the
   associate's participation in the Plan.  Associates need not be
   shareholders of record to participate in the Plan.  Participation by
   associates in the Plan is completely voluntary.

             Investment Options.  An associate may participate in the Plan by
   making optional cash payments directly to the Trust Company or by
   authorizing the Company to automatically deduct a specified amount from
   each of the associate's payroll checks and then promptly forwarding such
   deducted amounts to the Trust Company for investment in Common Stock.  All
   such payroll deductions will be made with after-tax dollars.  For a
   discussion of the procedures for making optional cash investments, see
   "Optional Cash Investments" below.

             All shares acquired by an associate through optional cash
   investments will be credited to the associate's account under the Plan. 
   Cash dividends on shares (including fractional shares) of Common Stock
   held in the associate participant's account under the Plan will be
   automatically reinvested in additional shares of Common Stock.  An
   associate may not choose to have dividends reinvested on only a partial
   number of shares held in his or her associate's account.

             Enrollment.  An associate may join the Plan at any time by
   properly completing and signing the Associate Authorization Form
   accompanying this Prospectus and mailing it to the Trust Company, together
   with any necessary postage, in the envelope provided for that purpose. 
   Each associate participant is fully responsible for the proper completion
   and timely delivery to the Trust Company of his or her Associate
   Authorization Form.  Neither the Trust Company nor the Company may be held
   responsible for Associate Authorization Forms which are not properly
   completed or timely delivered.

             An associate's participation in the Plan will commence as soon
   as practicable after a properly completed and signed Associate
   Authorization Form is received by the Trust Company.  In order to be
   entitled to receive dividends and have them reinvested under the Plan, an
   associate must have shares in his or her Plan account on or before a
   record date for the payment of dividends.  Dividend payment dates in the
   future for the Common Stock are expected to be on or about the 15th day of
   February, May, August and November (or the next closest business day if
   such dividend payment date is not a business day).  Each corresponding
   record date is expected to be about 21 days in advance of such dividend
   payment date.  There can be no assurance that these dates will not change
   or that the Company will continue paying quarterly cash dividends.

             Associates Who Are Shareholders of Record.  An associate who is
   a shareholder of record and who desires to reinvest cash dividends on all
   or part of the shares of Common Stock held in his or her own name on the
   books of the Company may enroll in the Plan by executing a Shareholder
   Authorization Form and forwarding it to the Trust Company in the manner
   described above under "Participation by Shareholders of Record."

             Associate Participants Who Leave the Company.  Termination of
   employment does not automatically terminate participation in the Plan. 
   Dividends on all shares held under the Plan for the account of an
   associate participant who leaves the Company will continue to be
   reinvested until the participant withdraws from the Plan.  Optional cash
   investments may continue to be made by such a participant so long as there
   are shares credited to his or her account under the Plan.

   Optional Cash Investments

             How the Cash Investment Option Works.  An initial optional cash
   investment may be made by an eligible shareholder or an eligible associate
   when enrolling in the Plan by sending a check or money order (payable to
   Firstar Trust Company) to the Trust Company with a properly completed and
   signed Shareholder Authorization Form (in the case of a shareholder of
   record) or Associate Authorization Form (in the case of an eligible
   associate).  Once enrolled, the participant may use the designated portion
   of any statement of account supplied by the Trust Company to make
   additional optional cash investments.  Optional cash investments, if made
   by participants in such manner, need not be in the same amount each time
   and such investments need not be made on a regular basis.

             Associate participants under the Plan may also authorize the
   Company to automatically deduct a fixed amount from each of their payroll
   checks to purchase Common Stock.  All such deductions will be made with
   after-tax dollars.  To participate through payroll deductions, an
   associate participant must properly complete, sign and return to the Trust
   Company an Associate Authorization Form and indicate on such Form that he
   or she desires to have the specified amount (no less than $10) deducted
   from each of his or her payroll checks.  The Trust Company will provide a
   copy of such Form to the Human Resources Department of the Company, which
   will then coordinate the appropriate payroll deductions.  Each associate
   participant is fully responsible for the proper completion and timely
   delivery to the Trust Company of his or her Associate Authorization Form. 
   Neither the Trust Company nor the Company may be held responsible for
   Associate Authorization Forms which are not properly completed or timely
   delivered.  Automatic deductions will be made, starting as soon as
   possible after the Form is received by the Company from the Trust Company,
   in the specified fixed amount from each of the associate participant's
   payroll checks and will be forwarded promptly by the Company to the Trust
   Company to allow for investment in the Common Stock.  Neither the Trust
   Company nor the Company may be held responsible for administrative delays
   in effecting payroll deductions and their subsequent investment.  An
   associate participant may change the amount of automatic payroll deduction
   by obtaining and properly completing and signing a new Associate
   Authorization Form and sending it to the Trust Company.  Any such change
   will be effective as soon as administratively practicable after the Trust
   Company receives a properly completed and signed new Associate
   Authorization Form.  An associate participant may likewise discontinue the
   automatic payroll deductions by notifying the Trust Company in writing. 
   In each case above, the Trust Company will provide a copy of such change
   or termination to the Company.  The Trust Company will continue to
   reinvest dividends on shares in the participant's Plan account until the
   participant withdraws from the Plan.  See "Withdrawal from the Plan."

             Optional cash investments received from participants or
   automatically deducted from associate participants' payroll, will be
   applied by the Trust Company to the purchase of additional shares of
   Common Stock as of the Investment Date (as such term is defined under
   "Purchase of Shares" below) following the receipt of such payments, except
   as otherwise provided herein.  To be reinvested on the next Investment
   Date, optional cash investments must be received by the Trust Company no
   later than the 10th of each month (or the next succeeding business day if
   the 10th of the month is not a business day).  Any optional cash received
   thereafter will be held by the Trust Company and invested on the next
   succeeding Investment Date.  NO INTEREST WILL BE PAID BY THE COMPANY OR
   THE TRUST COMPANY ON OPTIONAL CASH INVESTMENTS.  THEREFORE, OPTIONAL CASH
   INVESTMENTS WHICH ARE MAILED TO THE TRUST COMPANY SHOULD BE SENT SO AS TO
   REACH THE TRUST COMPANY SHORTLY BEFORE THE DEADLINE.  PARTICIPANTS SHOULD
   ALLOW ADEQUATE TIME FOR MAILING.  PARTICIPANTS ARE RESPONSIBLE FOR PROPER
   COMPLETION AND TIMELY DELIVERY.

             Limitations on Amounts of Optional Investments by Shareholders. 
   Each optional cash investment by a non-associate shareholder participant
   must be at least $100 per month, and the maximum of each such optional
   cash investment may not exceed $1,500 per calendar month.  Each optional
   cash investment by an associate participant must be at least $10 per
   investment, with no maximum limitation.  All amounts received by the Trust
   Company for investment under the Plan must be denominated in United States
   dollars.

             In the case of a nominee who holds Common Stock for more than
   one beneficial owner, optional cash investments of more than $1,500 per
   calendar month may be made, provided such nominee certifies to the Trust
   Company and the Company, accompanied by such documentation as the Company
   may require, that each beneficial owner is not making optional cash
   investments in excess of the per investment maximum.

             Return of Uninvested Optional Cash Payments.  A participant may,
   without terminating participation in the Plan, obtain the return of any
   uninvested optional cash payments (without interest) upon written request
   received by the Trust Company at least two business days prior to the
   applicable Investment Date; provided that it is verified that good funds
   were originally received by the Trust Company.

   Costs and Expenses

             All out-of-pocket costs and expenses associated with the
   operation of the Plan, including service charges, will be paid by the
   Company.  However, a participant who instructs the Trust Company to sell
   Common Stock then held in the Plan for his or her account will be
   responsible for his or her pro rata share of applicable brokerage
   commissions, if any, plus a $5.00 service fee.

   Purchase of Shares

             Reinvested Common Stock dividends, optional cash investments and
   proceeds (which will be treated as optional cash investments) from the
   sale or redemption of Common Stock subscription or other rights, if any,
   received by the Trust Company on behalf of participants will be used to
   acquire either outstanding Common Stock, or authorized and previously
   unissued Common Stock from the Company, provided that the Company is then
   willing to sell additional stock.  In making purchases for a participant's
   account, the Trust Company will combine the participant's funds with those
   of other participants.  It is understood that governmental regulations may
   require the temporary curtailment or suspension of purchases of Common
   Stock under the Plan.  No interest will be paid on funds held by the Trust
   Company pending investment under the Plan.

             Purchases of Common Stock under the Plan will be made on or as
   soon as practicable after the following applicable "Investment Dates":

             (a)  Each Common Stock cash dividend payment date is an
        Investment Date for the reinvestment of cash dividends.

             (b)  The 15th day of each month (or the next closest business
        day if the 15th is not a business day) is an Investment Date for the
        investment of optional cash by participants.

             The number of shares of Common Stock to be purchased for a
   participant under the Plan depends on the purchase price of Common Stock
   on the applicable Investment Date and on the amount of the participant's
   cash dividends and optional cash to be invested.  A participant's account
   will be credited with that number of shares of Common Stock (including any
   fractional share interest, computed to three decimal places) equal to the
   total amount to be invested divided by the applicable purchase price per
   share.

   Share Purchase Prices

             The price of shares of Common Stock purchased from the Company
   for participants will be the average (computed to four decimal places) of
   the high and low prices of shares of Common Stock on the New York Stock
   Exchange on the applicable Investment Date.  If no trading occurs on the
   New York Stock Exchange in the Common Stock on the applicable Investment
   Date, the price will be determined with reference to the next preceding
   date on which the Common Stock was traded on the New York Stock Exchange. 
   The price of shares of Common Stock purchased for participants on the open
   market or in privately negotiated transactions will be the weighted
   average of the prices paid for such shares on the date the shares are
   purchased.  If shares are purchased on the open market or in privately
   negotiated transactions on more than one date, a weighted average of such
   averages will be used.  In the event investment under the Plan is made
   both in newly-issued and previously-issued shares, the shares purchased
   will be allocated proportionately among the accounts of all participants
   for whom funds are being invested at that time.

   Reports to Participants

             The Trust Company will maintain an account for each participant. 
   All shares of Common Stock (including any fractional shares, computed to
   three decimal places) purchased for a participant under the Plan will be
   credited to his or her account.  Each participant in the Plan will receive
   a quarterly statement of his or her account from the Trust Company as soon
   as practicable following each dividend payment date.  The Trust Company
   will also furnish a participant with an account statement as soon as
   practicable following the investment of any optional cash (other than
   through payroll deductions).

             If desired (as indicated on the participant's Authorization
   Form), each participant may with respect to his or her Plan shares receive
   copies of quarterly reports and certain other communications generally
   sent by the Company to holders of Common Stock.  Each participant will
   receive copies of the Company's Annual Report and Notice of Annual Meeting
   and Proxy Statement.  Information needed for reporting dividend income for
   federal income tax purposes will be provided to each participant in the
   Plan over the prior calendar year.

   Withdrawal from the Plan

             Timing and Effect of Withdrawal.  A participant may withdraw
   from the Plan at any time by notifying the Trust Company in writing.  A
   participant will be deemed to have withdrawn from the Plan upon the Trust
   Company receiving notice in writing of the participant's death. 
   Termination of participation in the Plan by a shareholder of record will
   immediately stop all reinvestment of the participant's dividends if the
   properly completed and signed notice of withdrawal is received by the
   Trust Company not later than 10 business days prior to the record date for
   the next dividend payment.  Investment of optional cash will stop
   immediately if notification of withdrawal from the Plan is received by the
   Trust Company at least two business days prior to the applicable
   Investment Date.  The entire amount of any optional cash received from
   which investment has been stopped by termination of participation in the
   Plan will be refunded to the participant.  In addition to the foregoing,
   the Trust Company may terminate any account by written notice to the
   participant and the Company.

             Sale of Shares or Issuance of Certificates upon Withdrawal from
   the Plan.  Upon termination of a participant's account, the participant
   (or his or her personal representative or other authorized agent) may
   elect to receive either stock or cash for all the full shares in the
   participant's account.  If the participant's account with the Trust
   Company is terminated and the participant (or his or her personal
   representative or other authorized agent) elects to have the participant's
   shares in the Plan sold, the Trust Company will make such sale and send to
   the participant (or his or her personal representative or other authorized
   agent) the proceeds less any commissions and a $5.00 service fee.  Sales
   requests may be accumulated by the Trust Company, but no sales
   transactions will be delayed (unless otherwise required by law, the
   pending update of a payroll contribution or unless required to allow the
   Trust Company to credit the last dividend payment to the participant's
   account) for more than 10 business days.  If funds are available, such
   shares may be purchased by the Trust Company for investment under the Plan
   at their current market value (determined in the same manner as the price
   of newly-issued shares is determined) as of the date of such sale to the
   Trust Company.  If no election is made, and within a reasonable time after
   termination of participation in the Plan, a certificate for the shares
   purchased under the Plan will be issued and delivered to the participant
   or his or her estate for all full shares.  In any event, any fractional
   interest in a share will be converted to cash at the market value as of
   the date of the sale thereof (determined in the same manner as the price
   of newly-issued shares is determined).

             Rejoining the Plan.  Any eligible shareholder of record or
   eligible associate may rejoin the Plan at any time by completing a new
   Authorization Form.  However, the Company may reject any such
   Authorization Form from a previous participant on grounds of excessive
   termination and rejoining.

   Certificates for Shares

             Shares Held by the Trust Company.  Certificates for shares of
   Common Stock purchased under the Plan will not be issued to a participant
   unless specifically requested in writing by the participant or until his
   or her account is terminated.  The number of shares credited to a
   participant's account under the Plan will be shown on each account
   statement mailed to the participant.  While in the custody of the Trust
   Company, shares of Common Stock purchased under the Plan will be
   registered in the name of the Trust Company or one of its nominees.  This
   convenience protects against loss, theft or destruction of stock
   certificates.

             At any time a participant may, without terminating participation
   in the Plan, request in writing that the Trust Company issue a certificate
   for all or part of the whole shares credited to his or her Plan account. 
   Any remaining whole shares and fractional share interest will continue to
   be credited to the participant's account.  A participant must request
   issuance of a certificate for any shares of Common Stock purchased under
   the Plan which he or she desires to sell, pledge or transfer.

             Certificates for fractional share interests will not be issued
   under any circumstances.

             Name in Which Certificates will be Issued.  Shareholder
   participants' accounts under the Plan will be maintained in the names in
   which certificates for shares of Common Stock of such participants are
   registered at the time they enter the Plan.  The account of an associate
   participating in the Plan will be maintained in his or her own name.  An
   associate may not establish an account or interest therein for other
   persons.  Certificates for whole shares, when issued, will be registered
   in the names in which accounts under the Plan are maintained.

             Should a participant want his or her shares registered in any
   other name upon the withdrawal of the shares from the Plan, the
   participant must so indicate in his or her request to the Trust Company
   and comply with all appropriate transfer requirements.  In the event of
   such a request, the participant will be responsible for any transfer taxes
   that may be due and for compliance with any applicable transfer
   restrictions.

             No Transfer of Shares Held in Plan; No Right to Draw Against
   Account.  Shares of Common Stock credited to the account of a participant
   under the Plan may not be assigned, pledged as collateral or otherwise
   transferred.  A participant who wishes to assign, pledge or otherwise
   transfer such shares must execute and deliver to the Trust Company a
   request (with signature guaranteed if the certificate will be registered
   in other than the participant's name) that a certificate for such shares
   be issued in his or her name.  In addition, participants will not have the
   right to draw checks or drafts against their accounts under the Plan.

   General Information

             Sale or Transfer of Registered Shares.  If a participant
   disposes of all the shares of Common Stock registered in his or her name,
   but retains shares in the Plan, the Trust Company will continue to
   reinvest the cash dividends on shares in the Plan, subject to a
   participant's right to withdraw from the Plan at any time.

             If a shareholder participant who has selected the partial
   dividend reinvestment option disposes of a portion of the shares
   registered in his or her name, to the extent that such participant has
   registered in his or her name fewer shares than the number of shares
   designated as participating in the Plan, dividends on all shares remaining
   in the name of the participant will be reinvested under the Plan.  If such
   participant subsequently acquires additional shares registered in his or
   her name, such additional shares shall be deemed to participate in the
   Plan until the number of shares equals the number of shares designated as
   participating in the Plan on the participant's then current Shareholder
   Authorization Form.

             Stock Dividends and Issuance of Rights.  Any shares distributed
   pursuant to stock dividends or stock splits effected by the Company on
   shares held by the Trust Company for a participant will be credited to
   such participant's account.  In the event that the Company makes available
   to the holders of its Common Stock subscription or other rights to
   purchase additional shares of Common Stock or other securities, the Trust
   Company will (if and when such rights trade independently) sell the rights
   accruing to all shares held by the Trust Company for the participants and
   will apply the net proceeds of such sale to the purchase of additional
   shares of Common Stock.  The Company will notify each participant in
   advance of any such offer.  If the participant does not want the Trust
   Company to sell his or her rights and invest the proceeds, it will be
   necessary for such participant to transfer all full shares held under the
   Plan to his or her own name by a given date.  This will permit the
   participant to exercise, transfer or sell the rights on such shares.  In
   the event that rights issued by the Company are redeemed prior to the date
   that such rights trade independently, the Trust Company will invest the
   resultant funds in additional shares of Common Stock.

             Voting of Shares Held in Plan.  If a participant holds
   certificates for shares of Common Stock, the participant will be sent a
   proxy card (together with applicable proxy solicitation materials) in
   connection with any annual or special meeting of shareholders.  This proxy
   will apply to all shares registered in the participant's name and to all
   whole shares credited to the participant's account under the Plan.  If the
   participant does not hold certificates for shares, the participant will
   receive a proxy card (together with applicable proxy solicitation
   materials) on which to indicate how the shares held by the Trust Company
   in the participant's Plan account are to be voted.  Fractional shares may
   not be voted.

             A proxy card which is properly signed and returned will be voted
   in the manner directed therein.  If the proxy card is properly signed and
   returned but no voting instructions are given with respect to any or all
   items on the card, all of the participant's shares of Common Stock covered
   by such proxy card will be voted in accordance with the recommendations of
   the Company's management or Board of Directors.  If the card is not
   returned or is returned unsigned, the participant's shares will not be
   voted.

             Duties and Responsibilities of the Company and the Trust
   Company.  Other than for willful misconduct, neither the Company nor the
   Trust Company nor its nominees will have any responsibility for any action
   taken or omitted pursuant to the Plan, nor will they have any duties,
   responsibilities or liabilities except as expressly set forth in the Plan. 
   Other than for willful misconduct, the Company and the Trust Company will
   not be liable under the Plan for any act or for any omission to act,
   including without limitation, any claims of liability (a) with respect to
   the time or prices at which shares are purchased or sold for a
   participant's account, or any inability to purchase or sell shares; (b)
   for any fluctuation in the market value after purchase or sale of shares;
   (c) any administrative delay in effecting payroll deductions; (d) delays
   resulting from the improper completion or delivery of Authorization Forms,
   changes thereto or withdrawal requests; or (e) arising out of a failure to
   terminate a participant's account upon such participant's death prior to
   receipt of notice in writing of such death.

             Amendment and Termination of the Plan.  The Company reserves the
   right to suspend, modify or terminate the Plan at any time.  All
   participants will be notified of any suspension, termination or
   significant modification of the Plan within a reasonable time prior to
   such change.

                        FEDERAL INCOME TAX CONSIDERATIONS

             The following summary sets forth the general federal income tax
   consequences for an individual participating in the Plan.  This discussion
   is not, however, intended to be an exhaustive treatment of such tax
   considerations.  Future legislative changes or changes in administrative
   or judicial interpretations, some or all of which may be retroactive,
   could significantly alter the tax treatment discussed herein. 
   Accordingly, and because tax consequences may differ among participants in
   the Plan, each participant is urged to consult his or her own tax advisor
   to determine the particular tax consequences (including state income tax
   consequences) that may result from participation in and the subsequent
   disposal of shares purchased under the Plan.

   General Considerations

             In general, participants reinvesting dividends under the Plan
   have the same federal income tax consequences with respect to their
   dividends as do shareholders who are not participants in the Plan.  On the
   dividend payment date, participants will receive a taxable dividend equal
   to the cash dividend reinvested, to the extent the Company has earnings
   and profits.  This treatment applies with respect to both the shares of
   Common Stock held of record by such participants and such participants'
   Plan account shares and even though the dividend amount is not actually
   received in cash but is instead applied to the purchase of shares of
   Common Stock under the Plan.  If shares are purchased on the open market
   or in a privately negotiated transaction, each participant's share of
   brokerage fees, if any, paid by the Company will also be taxed as an
   additional dividend to that participant, to the extent the Company has
   earnings and profits.

             Shares or any fraction thereof of Common Stock purchased on the
   open market or in a privately negotiated transaction with reinvested
   dividends will have a tax basis equal to the amount paid therefor,
   increased by any brokerage fees treated as a dividend to the participant. 
   Shares or any fraction thereof of Common Stock purchased from the Company
   with reinvested dividends will have a tax basis equal to the amount of the
   dividend.  Whether purchased on the open market or in a privately
   negotiated transaction or from the Company, the shares or any fraction
   thereof will have a holding period beginning on the day following the
   purchase date.

             Participants that make optional cash investments under the Plan
   will be deemed to have received an additional taxable dividend in the
   amount of the participant's pro rata share of the brokerage commissions,
   if any, paid by the Company on the shares acquired under the Plan, to the
   extent the Company has earnings and profits.  Such brokerage commissions
   may only be incurred on the purchase of Common Stock in the open market or
   in privately negotiated transactions.  Shares or any fraction thereof
   purchased with optional cash investments will have a tax basis equal to
   the amount of such payments increased by the amount of brokerage fees, if
   any, treated as a taxable dividend to the participant with respect to
   those shares or fraction thereof.  The holding period for such shares or
   fraction thereof will begin on the day following the purchase date.

             Participants should not be treated as receiving an additional
   taxable distribution relating to their pro rata share of the Trust
   Company's fees or other costs of administering the Plan, all of which will
   be paid by the Company.  However, there can be no assurance that the
   Internal Revenue Service ("IRS") will concur with this position.  The
   Company has no present plans to seek formal advice from the IRS on this
   issue.

             Participants will not recognize taxable income when they receive
   certificates for whole shares credited to their account, either upon their
   request for such certificates or upon withdrawal from or termination of
   the Plan.  However, participants will generally recognize gain or loss
   when whole shares acquired under the Plan are sold or exchanged either
   through the Plan at their request or by the participants after withdrawal
   from or termination of the Plan.  Participants will also generally
   recognize gain or loss when they receive cash payments for fractional
   shares credited to their  account upon withdrawal from or termination of
   the Plan.  The amount of gain or loss will be the difference between the
   amount a participant receives for his or her whole shares or fractional
   shares and the tax basis for such shares.  Generally, the gain or loss
   will be a capital gain or loss, long-term or short-term depending on the
   holding period.  Currently, net long-term capital gains of certain
   taxpayers are taxed at lower rates than other items of taxable income.

             Purchases of shares of Common Stock through payroll deductions
   by participants who are eligible associates of the Company or its
   subsidiaries will be made on an after-tax basis (i.e., after all
   appropriate payroll tax and other deductions have been made).

   Tax Withholding

             If a participant is a foreign shareholder whose dividends are
   subject to United States income tax withholding, or a participating
   domestic shareholder subject to backup withholding, the tax required to be
   withheld will be deducted from the amount of cash dividends reinvested. 
   Since such withholding tax applies also to  a dividend on shares credited
   to the participant's Plan account, only the net dividend on such shares
   will be applied to the purchase of additional shares of Common Stock. 
   Regular statements sent to such participants will indicate the amount of
   tax withheld.  Likewise, participants selling shares through the Plan who
   are subject to backup or other withholding will receive only the net cash
   proceeds from such sale as required by the Internal Revenue Code and the
   regulations thereunder.  The Company cannot refund amounts withheld. 
   Participants subject to withholding should contact their tax advisors or
   the IRS for additional information.


                                  LEGAL MATTERS

             The validity of the issuance by the Company of authorized but
   unissued or treasury shares of Common Stock offered hereby will be passed
   upon for the Company by Foley & Lardner, Milwaukee, Wisconsin.

                                     EXPERTS

             The consolidated financial statements of The Marcus Corporation
   appearing in the Company's Annual Report on Form 10-K for the year ended
   May 30, 1996 have been audited by Ernst & Young LLP, independent auditors,
   as set forth in their report thereon included therein and incorporated
   herein by reference.  Such consolidated financial statements are
   incorporated herein by reference in reliance upon such report given upon
   the authority of such firm as experts in accounting and auditing.

   
<PAGE>

        No person has been authorized to give any information or to make any
   representations, other than those contained or incorporated by reference
   in this Prospectus, in connection with the offer made by this Prospectus
   and, if given or made, such information or representations must not be
   relied upon as having been authorized by the Company.  This Prospectus
   does not constitute an offer to sell or a solicitation of an offer to buy
   any security in any jurisdiction to any person to whom it is unlawful to
   make such offer or solicitation in such jurisdiction.  Neither the
   delivery of this Prospectus nor any sale made hereunder shall under any
   circumstances imply that there has been no change in the affairs of the
   Company since the date hereof or that the information contained herein or
   incorporated by reference herein is correct as of any time subsequent to
   its date.

                                TABLE OF CONTENTS
                                                                         Page

   Available Information . . . . . . . . . . . . . . . . . . . . . . . . .  2
   Incorporation of Certain Documents by Reference . . . . . . . . . . . .  2
   The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   The Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     Administration of the Plan  . . . . . . . . . . . . . . . . . . . . .  4
     Advantages of Participating in the Plan . . . . . . . . . . . . . . .  4
     Participation by Shareholders of Record . . . . . . . . . . . . . . .  5
     Participation by Associates . . . . . . . . . . . . . . . . . . . . .  7
     Optional Cash Investments . . . . . . . . . . . . . . . . . . . . . .  8
     Costs and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . .  9
     Purchase of Shares  . . . . . . . . . . . . . . . . . . . . . . . . .  9
     Share Purchase Prices . . . . . . . . . . . . . . . . . . . . . . .   10
     Reports to Participants . . . . . . . . . . . . . . . . . . . . . . . 10
     Withdrawal from the Plan  . . . . . . . . . . . . . . . . . . . . . . 11
     Certificate for Shares  . . . . . . . . . . . . . . . . . . . . . . . 11
     General Information . . . . . . . . . . . . . . . . . . . . . . . . . 12
   Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . 14
     General Considerations  . . . . . . . . . . . . . . . . . . . . . . . 14
     Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
   Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
   Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15


                                     [LOGO]

                             THE MARCUS CORPORATION

             DIVIDEND REINVESTMENT AND ASSOCIATE STOCK PURCHASE PLAN



                                   PROSPECTUS
                                                    

   
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

   Item 14.  Other Expenses of Issuance and Distribution.

     The following is a statement of estimated expenses to be paid by the
   Registrant in connection with the issuance and distribution of the
   securities being registered hereby:

        Securities and Exchange Commission registration fee  .   $4,138
        New York Stock Exchange listing fee  . . . . . . . . .    1,500
        Accounting fees and expenses . . . . . . . . . . . . .    4,000
        Legal fees and expenses  . . . . . . . . . . . . . . .   15,000
        Printing . . . . . . . . . . . . . . . . . . . . . . .   12,000
        Miscellaneous expenses . . . . . . . . . . . . . . . .    3,362
                                                                -------
        Total  . . . . . . . . . . . . . . . . . . . . . . . .  $40,000
                                                                =======
   Item 15.  Indemnification of Directors and Officers.

        Pursuant to the provisions of the Wisconsin Business Corporation Law
   and the Registrant's By-Laws, directors and officers of the Registrant are
   entitled to mandatory indemnification from the Registrant against certain
   liabilities and expenses (i) to the extent such officers or directors are
   successful in the defense of a proceeding and (ii) in proceedings in which
   the director or officer is not successful in defense thereof, unless (in
   the latter case only) it is determined that the director or officer
   breached or failed to perform his or her duties to the Registrant and such
   breach or failure constituted:  (a) a willful failure to deal fairly with
   the Registrant or its shareholders in connection with a matter in which
   the director or officer had a material conflict of interest; (b) a
   violation of the criminal law unless the director or officer had
   reasonable cause to believe his or her conduct was lawful or had no
   reasonable cause to believe his or her conduct was unlawful; (c) a
   transaction from which the director or officer derived an improper
   personal profit; or (d) willful misconduct.  It should be noted that the
   Wisconsin Business Corporation Law specifically states that it is the
   public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Registrant are not subject to personal liability to the Registrant,
   its shareholders or any person asserting rights on behalf thereof for
   certain breaches or failures to perform any duty resulting solely from
   their status as directors, except in circumstances paralleling those
   outlined in (a) through (d) above.

        Expenses for the defense of any action for which indemnification may
   be available may be advanced by the Registrant under certain
   circumstances.

        The indemnification provided by the Wisconsin Business Corporation
   Law and the Registrant's By-Laws is not exclusive of any other rights to
   which a director or officer of the Registrant may be entitled.

        The Registrant maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933.

   Item 16.  Exhibits.

        The exhibits filed herewith or incorporated by reference herein are
   set forth and incorporated herein from the attached Exhibit Index. 

   Item 17.  Undertakings.

        (a)  The Registrant hereby undertakes as follows:

             (1)  To file, during any period in which offers or sales
        are being made, a post-effective amendment to this Registration
        Statement:

                  (i)  To include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events
             arising after the effective date of the Registration
             Statement (or the most recent post-effective amendment
             thereof) which, individually or in the aggregate, represent
             a fundamental change in the information set forth in the
             Registration Statement;

                  (iii)  To include any material information with
             respect to the plan of distribution not previously
             disclosed in the Registration Statement or any material
             change to such information in the Registration Statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
        not apply if the information required to be included in a post-
        effective amendment by those paragraphs is contained in periodic
        reports filed by the Registrant pursuant to Section 13 or
        Section 15(d) of the Securities Exchange Act of 1934 that are
        incorporated by reference in the Registration Statement.

             (2)  That, for the purpose of determining any liability
        under the Securities Act of 1933, each such post-effective
        amendment shall be deemed to be a new Registration Statement
        relating to the securities offered herein, and the offering of
        such securities at that time shall be deemed to be the initial
        bona fide offering thereof.

             (3)  To remove from registration by means of a post-
        effective amendment any of the securities being registered which
        remain unsold at the termination of the offering.

        (b)  The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each filing
   of the Registrant's annual report pursuant to Section 13(a) or Section
   15(d) of the Securities Exchange Act of 1934 that is incorporated by
   reference in the Registration Statement shall be deemed to be a new
   Registration Statement relating to the securities offered herein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

        (c)  Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.

   
<PAGE>

                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-3 and has duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Milwaukee, State of Wisconsin,
   on August 30, 1996.

                                      THE MARCUS CORPORATION

                                      By: /s/ Stephen H. Marcus     
                                           Stephen H. Marcus
                                           Chairman of the Board, President
                                           and Chief Executive Officer

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities indicated as of August 30, 1996.  Each person whose
   signature appears below constitutes and appoints Stephen H. Marcus, Thomas
   F. Kissinger and Douglas Neis, and each of them individually, his or her
   true and lawful attorneys-in-fact and agents, with full power of
   substitution and resubstitution, for him or her and in his or her name,
   place and stead, in any and all capacities, to sign any and all amendments
   (including post-effective amendments) to this Registration Statement and
   to file the same, with all exhibits thereto, and other documents in
   connection therewith, with the Securities and Exchange Commission,
   granting unto each said attorney-in-fact and agent full power and
   authority to do and perform each and every act and thing requisite and
   necessary to be done, as fully as he or she might or could do in person,
   hereby ratifying and confirming all that each said attorney-in-fact and
   agent may lawfully do or cause to be done by virtue hereof.

   /s/Stephen H. Marcus     /s/Kenneth A. MacKenzie     /s/Bruce J. Olson
   Stephen H. Marcus        Kenneth A. MacKenzie        Bruce J. Olson
   Chairman of the Board,   Treasurer (Chief            Group Vice President
   President, Chief         Accounting Officer)         and Director
   Executive Officer and
   Director (Chief Executive 
   and Financial Officer)

   /s/John L. Murray        /s/Allan H. Selig           /s/George R. Slater
   John L. Murray           Allan H. Selig              George R. Slater
   Director                 Director                    Director

 /s/Lee Sherman Dreyfus /s/Daniel F. McKeithan, Jr. /s/Diane Marcus Gershowitz
    Lee Sherman Dreyfus    Daniel F. McKeithan, Jr.    Diane Marcus Gershowitz
    Director               Director                    Director

   /s/Timothy E. Hoeksema
   Timothy E. Hoeksema
   Director

   
<PAGE>

                                  EXHIBIT INDEX
        Exhibit
        Number         Document Description

        4.1       Articles of Incorporation.  [Incorporated by reference
                  to Exhibit 3.1 to the Company's Form S-3 Registration
                  Statement (No. 33-57468).]

        4.2       By-laws, as amended as of September 28, 1995.
                  [Incorporated by reference to Exhibit 3.2 to the
                  Company's Annual Report on Form 10-K for the fiscal
                  year ended May 30, 1996.]

        4.3       The Marcus Corporation Dividend Reinvestment and
                  Associate Stock Purchase Plan.

        4.4       Shareholder Authorization Form for use in connection with
                  The Marcus Corporation Dividend Reinvestment and Associate
                  Stock Purchase Plan.

        4.5       Associate Authorization Form for use in connection with The
                  Marcus Corporation Dividend Reinvestment and Associate
                  Stock Purchase Plan.

        4.6       Shareholder Introductory Letter

        4.7       Associate Introductory Letter

        4.8       Shareholder Brochure

        4.9       Associate Brochure

        5         Opinion of Foley & Lardner

        23.1      Consent of Ernst & Young LLP

        23.2      Consent of Foley & Lardner (included as part of Exhibit 5
                  hereto)

        24        Power of Attorney relating to subsequent amendments
                  (included on the signature page of the Registration
                  Statement)





                                                                  Exhibit 4.3


                             THE MARCUS CORPORATION

                    DIVIDEND REINVESTMENT AND ASSOCIATE STOCK
                                  PURCHASE PLAN

             1.   Purpose.  The purpose of The Marcus Corporation Dividend
   Reinvestment and Associate Stock Purchase Plan (the "Plan") is to provide
   shareholders of record of the Common Stock, $1 par value (the "Common
   Stock"), of The Marcus Corporation (the "Company") and associates of the
   Company and its subsidiaries and covered affiliates with a simple and
   convenient method of purchasing shares of Common Stock.  Once enrolled in
   the Plan, eligible shareholders may use cash dividends on the Common Stock
   and/or make optional cash investments to acquire additional shares of
   Common Stock without incurring purchase fees, such as brokerage
   commissions or service charges.  Eligible associates may use optional cash
   investments, including payroll deductions, to acquire shares of Common
   Stock without incurring purchase fees.

             2.   Administration.  Firstar Trust Company (the "Trust
   Company") has been appointed by the Company as its agent to administer the
   Plan, maintain records, send statements of account to participants and
   perform other duties relating to the Plan, subject to the direction of the
   Company.  The Trust Company will hold for
 safekeeping the shares of Common
   Stock acquired under the Plan for each participant until termination of
   participation in the Plan or receipt of a request in writing from a
   participant for all or part of his or her Plan shares.  Shares held by the
   Trust Company will be registered in the name of the Trust Company or one
   of its nominees, as agents for participants in the Plan.  The Company
   acting through its Board of Directors may, at any time and in its sole
   discretion, appoint a successor administrator of the Plan upon 30 days'
   written notice to the Trust Company.  The Company shall not be required to
   give participants advance notice of such an appointment.

             3.   Shares Subject to the Plan.  Reinvested Common Stock
   dividends, optional cash investments and proceeds (which will be treated
   as optional cash investments) from the sale or redemption of Common Stock
   subscription or other rights, if any, received by the Trust Company on
   behalf of participants will be used to acquire either outstanding Common
   Stock, or authorized and previously unissued Common Stock from the
   Company, provided that the Company is then willing to sell such additional
   stock.  The maximum number of authorized and previously unissued shares of
   Common Stock which may be issued for purposes of the Plan is 500,000;
   provided, however, that in the event of any change in the outstanding
   Common Stock by reason of stock dividends, recapitalizations,
   reorganizations, mergers, consolidations, split-ups, combinations or
   exchanges of shares or comparable transactions, the number of shares which
   thereafter may be issued by the Company under the Plan shall be
   appropriately adjusted by the Company.

             4.   Participation by Shareholders.

                  (a)  Eligibility.  Any shareholder who has shares of Common
        Stock registered in his or her own name on the books of the Company
        is eligible to participate in the Plan.  A beneficial owner, whose
        shares are registered in the name of another (e.g., in a broker's
        "street name" or in the name of a bank nominee or trustee) and who
        desires to participate in the Plan, must either make appropriate
        arrangements with the record holder to participate on behalf of the
        beneficial owner or must become a shareholder of record by having
        part or all of such shares transferred into his or her own name.

                  (b)  Investment Options.  An eligible shareholder of record
        of Common Stock may elect to participate in the Plan through the
        following dividend reinvestment and/or optional cash investment
        options:

                       (i)  Reinvestment of all cash dividends on all shares
             of Common Stock currently or subsequently registered in the
             participant's name.

                       (ii) Reinvestment of all cash dividends on a
             designated number of shares of Common Stock registered in the
             name of the participant.  

                       (iii)     Optional cash investments as provided in
             Paragraph 6.

             All shares acquired by a shareholder of record through dividend
   reinvestment and optional cash investments will be credited to the
   shareholder's account under the Plan.  Cash dividends on shares (including
   fractional shares) of Common Stock held in the participant's account under
   the Plan will be automatically reinvested in additional shares of Common
   Stock.  Fractional shares will be computed to three decimal places.

                  (c)  Enrollment and Change of Investment Options.  An
        eligible shareholder may enroll in the Plan at any time by properly
        completing and signing a Shareholder Authorization Form and returning
        the completed Form to the Trust Company.  The shareholder is
        responsible for proper completion and timely delivery to the Trust
        Company of the Shareholder Authorization Form.  If the shares of
        Common Stock are registered in more than one name (e.g., joint
        tenants or trustees), all registered holders will be required to sign
        the Shareholder Authorization Form.  The reinvestment of a
        shareholder participant's dividends will begin with the dividend
        payment date immediately following the date on which a properly
        completed and signed Shareholder Authorization Form specifying
        reinvestment of dividends is received by the Trust Company, provided
        such Form is properly completed and received by the Trust Company at
        least two business days before the record date for a dividend
        payment.  If the Shareholder Authorization Form is received after
        that time, the reinvestment of dividends will begin with the next
        cash dividend payment.  Participation in the Plan by an eligible
        shareholder with optional cash investments is governed by
        Paragraph 6.

                  A shareholder participant may change his or her investment
        option by obtaining and completing a new Shareholder Authorization
        Form and sending it to the Trust Company.  With respect to the
        reinvestment of dividends, the new Shareholder Authorization Form
        must be received by the Trust Company at least two business days
        before the record date for a dividend payment in order to be
        effective for such payment.

             5.   Participation by Associates.

                  (a)  Eligibility.  The term "associate(s)" as used in this
        Plan means an employee of the Company or a subsidiary who meets the
        eligibility criteria hereinafter set forth.  Any associate, who is an
        employee on the payroll of the Company or any of its subsidiaries, is
        eligible to participate in the Plan if he or she meets the following
        criteria:  (i) he or she is at least 18 years old; (ii) he or she has
        completed one year of service in which he or she worked at least
        1,000 hours as an employee of the Company or a subsidiary or a
        covered affiliate; and (iii) he or she is not covered under a
        collective bargaining agreement or he or she is covered under a
        collective bargaining agreement which specifically provides for his
        or her participation in the Plan.

                  (b)  Investment Option.  An eligible associate regardless
        of whether he or she is already a shareholder of record may
        participate in the Plan by making optional cash investments in the
        manner as provided in Paragraph 6.

                  All shares acquired by an associate through optional cash
        investments will be credited to the associate's account under the
        Plan.  Cash dividends on all shares (including fractional shares) of
        Common Stock held in the associate participant's account under the
        Plan will be automatically reinvested in additional shares of Common
        Stock.  Fractional shares will be computed to three decimal places. 
        Associates may not elect to have dividends reinvested on only part of
        the shares held in their Plan account.

                  (c)  Enrollment.  To participate in the Plan, an eligible
        associate should complete the Associate Authorization Form in the
        manner as contemplated by Paragraph 6 and return the completed Form
        to the Trust Company.  The associate is responsible for proper
        completion and timely delivery to the Trust Company of the Associate
        Authorization Form.

                  (d)  Associates Who Are Shareholders of Record.  An
        associate who is a shareholder of record and who desires to reinvest
        cash dividends on the shares of Common Stock held in his or her name
        may enroll in the Plan by executing a Shareholder Authorization Form
        and forwarding it to the Trust Company in the manner provided in
        Paragraph 4.

                  (e)  Associate Participants Who Leave the Company. 
        Termination of employment does not automatically terminate
        participation in the Plan.  Dividends on shares held under the Plan
        for the account of an associate participant who leaves the Company or
        any of its subsidiaries will continue to be reinvested until the
        participant withdraws from the Plan.  Optional cash investments may
        continue to be made by such participant so long as there are shares
        credited to his or her account under the Plan.

             6.   Optional Cash Investments.

                  (a)  Investment of Optional Cash.  An initial optional cash
        investment may be made by an eligible participant (i.e., a
        shareholder of record or an eligible associate) when enrolling in the
        Plan by sending a check or money order (payable to Firstar Trust
        Company) to the Trust Company with a properly completed and signed
        Shareholder Authorization Form (in the case of a shareholder of
        record) or a properly completed and signed Associate Authorization
        Form (in the case of an eligible associate).  Once enrolled, the
        participant may use the designated portion of any statement of
        account supplied by the Trust Company to make additional optional
        cash investments.  Optional cash investments, if made in such manner,
        need not be in the same amount each time.

                  Associate participants under the Plan may also authorize
        the Company to automatically deduct a fixed amount from each of their
        payroll checks to purchase Common Stock.  To participate through
        payroll deductions, an associate participant must properly complete,
        sign and return to the Trust Company an Associate Authorization Form
        which specifies the amount of each payroll check which the associate
        participant desires to have deducted and withheld, on an after-tax
        basis, from each payroll check and applied toward the purchase of
        Common Stock under the Plan.  Upon receipt of a properly completed
        and signed Associate Authorization Form indicating that the associate
        participant desires to initiate payroll deductions, the Trust Company
        will provide a copy of such Authorization Form to the Human Resources
        Department of the Company.  Beginning as soon as possible after
        receipt of such a properly completed and signed Authorization Form,
        automatic deductions will be made in the specified fixed amount from
        each of the associate participant's subsequent payroll checks and
        such amounts will be forwarded promptly by the Company to the Trust
        Company along with appropriate directions as to the account for which
        such amounts should be applied to purchase Common Stock.  An
        associate participant may change the amount of automatic payroll
        deduction by obtaining and properly completing and signing a new
        Associate Authorization Form and sending it to the Trust Company. 
        Any such change will be effective as soon as administratively
        practicable after the Trust Company receives the properly completed
        and signed new Authorization Form.  An associate participant may
        likewise discontinue the automatic payroll deductions by notifying
        the Trust Company in writing.  In each case above, the Trust Company
        will promptly provide a copy of such change or termination to the
        Company.  The Trust Company will continue to reinvest dividends on
        shares in the participant's Plan account until the participant
        withdraws from the Plan. 

                  Optional cash investments received from participants or
        automatically deducted from associate participants' payroll will be
        applied by the Trust Company to the purchase of additional shares of
        Common Stock as of the Investment Date (as defined in Paragraph 7)
        following the receipt of such payments except as otherwise provided
        below.  To be reinvested on the next Investment Date, optional cash
        investments must be received by the Trust Company no later than the
        10th of each month (or the next succeeding business day if the 10th
        of the month is not a business day).  Any optional cash received
        thereafter but prior to the next Investment Date will be held by the
        Trust Company and invested on the next succeeding Investment Date. 
        Neither the Company nor the Trust Company will pay interest on
        optional cash pending investment.

                  (b)  Limitations on Amounts of Payments or Withdrawals. 
        Each optional cash investment by a non-associate shareholder
        participant must be at least $100 per investment and may not exceed
        $1,500 per calendar month.  Each optional cash investment by an
        associate participant must be at least $10 per investment, with no
        maximum limitation.  All amounts received by the Trust Company for
        investment under the Plan must be denominated in United States
        dollars.

                  (c)  Return of Uninvested Cash.  A participant may, without
        terminating participation in the Plan, obtain the return (without
        interest) of any uninvested optional cash upon written request
        received by the Trust Company at least two business days prior to the
        applicable Investment Date; provided that it is verified that good
        funds were originally received by the Trust Company.

             7.   Purchase of Common Stock by the Trust Company.  Purchases
   of Common Stock under the Plan will be made on or as soon as practicable
   after the following applicable "Investment Dates":

                  (a)  Each dividend payment date is an Investment Date for
        the reinvestment of cash dividends.

                  (b)  The 15th day of each month (or the next closest
        business day if the 15th is not a business day) is an Investment Date
        for the investment of optional cash by a participant.

             For various reasons, including the observance of the rules and
   regulations of the Securities and Exchange Commission or other regulatory
   agencies requiring temporary curtailment or suspension of purchases, the
   investment of all or part of the funds available in a participant's
   account may be delayed from time to time.  No interest will be paid by the
   Company or the Trust Company pending investment (or return) of funds held
   under the Plan.

             A participant's account will be credited with that number of
   shares of Common Stock (including any fractional shares, computed to three
   decimal places) equal to the total amount to be invested divided by the
   applicable purchase price per share.

             8.   Price to Participants.  The price of shares of Common Stock
   purchased from the Company for participants will be the average (computed
   to four decimal places) of the high and low prices of shares of Common
   Stock on the New York Stock Exchange on the applicable Investment Date. 
   If no trading occurs on the New York Stock Exchange in the Common Stock on
   the applicable Investment Date, the price will be determined with
   reference to the next preceding date on which the Common Stock was traded
   on the New York Stock Exchange.  The price of shares of Common Stock
   purchased for participants on the open market or in privately negotiated
   transactions will be the weighted average of the prices paid for such
   shares on the date the shares are purchased.  If shares are purchased on
   the open market or in privately negotiated transactions on more than one
   date, a weighted average of such averages will be used.  In the event
   investment under the Plan is made both in newly-issued and previously-
   issued shares, the shares purchased shall be allocated proportionately
   among the accounts of all participants for whom funds are being invested
   at that time.

             9.   Reports to Participants.  The Trust Company will maintain
   an account for each participant.  All shares of Common Stock (including
   any fractional shares, computed to three decimal places) purchased for a
   participant under the Plan will be credited to his or her account.

             Each participant in the Plan will receive a quarterly statement
   of his or her account from the Trust Company as soon as practicable
   following each dividend payment date.  The Trust Company will also furnish
   a participant with an account statement as soon as practicable following
   the investment of any optional cash (other than through payroll
   deductions).

             10.  Custody of Stock and Issuance of Stock Certificates.  The
   Trust Company will hold the shares of all participants acquired under the
   Plan in its name or one of its nominee's name without charge.  A
   participant may, from time to time, make written request of the Trust
   Company to issue a stock certificate in his or her name for full shares. 
   No certificates for fractional shares will be issued.

             11.  Costs and Expenses.  All costs and expenses associated with
   the operation of the Plan, including service charges, will be paid by the
   Company.  However, a participant who instructs the Trust Company to sell
   any Common Stock then held in the Plan for his or her account will be
   responsible for his or her pro rata share of applicable brokerage
   commissions relating to such sale, plus a $5.00 service fee.

             12.  Withdrawal from Plan.

                  (a)  Timing and Effect of Withdrawal.  A participant may
        withdraw from the Plan at any time by notifying the Trust Company in
        writing.  A participant will be deemed to have withdrawn from the
        Plan upon the Trust Company receiving notice in writing of the
        participant's death.  Termination of participation in the Plan by a
        shareholder of record will immediately stop all reinvestment of the
        participant's dividends if the notice of withdrawal is received by
        the Trust Company not later than 10 business days prior to the record
        date for the next dividend payment.  Investment of optional cash will
        stop immediately if notification of withdrawal from the Plan is
        received by the Trust Company at least two business days prior to the
        applicable Investment Date.  The entire amount of any optional cash
        received for which investment has been stopped by termination of
        participation in the Plan will be refunded to the participant.  In
        addition to the foregoing, the Trust Company may terminate any
        account by written notice to the participant and to the Company.

                  (b)  Sale of Shares or Issuance of Certificates upon
        Withdrawal from Plan.  Upon termination of a participant's account,
        the participant (or his or her personal representative or other
        authorized agent) may elect to receive either stock or cash for all
        the full shares in the participant's account.  If the participant's
        account with the Trust Company is terminated and the participant (or
        his or her personal representative or other authorized agent) elects
        to have the participant's shares in the Plan sold, the Trust Company
        shall make such sale and send to the participant (or his or her
        personal representative or other authorized agent) the proceeds less
        any applicable commissions and a $5.00 service fee.  Sales requests
        may be accumulated by the Trust Company, but no sales transactions
        shall be delayed (unless otherwise required by law, the pending
        update of a payroll contribution or unless required to allow the
        Trust Company to credit the last dividend payment to the
        participant's account) for more than 10 business days.  If funds are
        available, such shares may be purchased by the Trust Company for
        investment under the Plan at their current market value (determined
        in the same manner as the price of newly-issued shares is determined
        under Paragraph 8) as of the date of such sale to the Trust Company. 
        If no election is made, and within a reasonable time after
        termination, a certificate for the shares purchased under the Plan
        will be issued and delivered to the participant or his or her estate
        for all full shares.  In any event, any fractional interest in a
        share will be converted to cash at the market value as of the date of
        the sale thereof (determined in the same manner as the price of
        newly-issued shares is determined under Paragraph 8).

                  (c)  Rejoining the Plan.  Any eligible shareholder of
        record or eligible associate may rejoin the Plan at any time by
        completing a new Authorization Form.  However, the Company in its
        discretion shall have the right to reject any such Form from a
        previous participant on grounds of excessive termination and
        rejoining.

             13.  Sale or Other Transfer of Registered Shares.  If a
   participant disposes of all the shares of Common Stock registered in his
   or her name, but retains shares in the Plan, the Trust Company will
   continue to reinvest the cash dividends on shares in the Plan, subject to
   a participant's right to withdraw from the Plan at any time.

             If a shareholder participant who has selected the partial
   dividend reinvestment option disposes of a portion of the shares
   registered in his or her name, to the extent that such participant has
   registered in his or her name fewer shares than the number of shares
   designated as participating in the Plan, dividends on all shares remaining
   in the name of the participant will be reinvested under the Plan.  If such
   participant subsequently acquires additional shares registered in his or
   her name, such additional shares shall be deemed to participate in the
   Plan until the number of shares equals the number of shares designated as
   participating in the Plan on the participant's then current Shareholder
   Authorization Form.

             14.  Voting of Shares Held Under the Plan.  The Trust Company
   will vote at shareholders' meetings of the Company any full shares of
   Common Stock held for each participant's account under the Plan in
   accordance with the directions provided by the participant to the Trust
   Company.  Such shares will not be voted if no directions are given by the
   participant.  No fractional shares will be voted in any case.

             15.  Stock Dividends and Issuance of Rights.  Any shares of
   Common Stock distributed pursuant to stock dividends or stock splits
   effected by the Company on shares held by the Trust Company for a
   participant will be credited to such participant's account.  In the event
   that the Company makes available to the holders of its Common Stock
   subscription or other rights to purchase additional shares of Common Stock
   or other securities, the Trust Company will (if and when such rights trade
   independently) sell the rights accruing to all shares held by the Trust
   Company for the participants and will apply the net proceeds of such sale
   to the purchase of Common Stock in accordance with Paragraph 6.  The
   Company will notify each participant in advance of any such offer.  If the
   participant does not want the Trust Company to sell his or her rights and
   invest the proceeds, it will be necessary for such participant to transfer
   all full shares held under the Plan to his or her own name by a given
   date.  This will permit the participant to exercise, transfer or sell the
   rights on such shares.  In the event that rights issued by the Company are
   redeemed prior to the date that such rights trade independently, the Trust
   Company will invest the resultant funds in additional shares of Common
   Stock in accordance with Paragraph 6.

             16.  No Right to Draw Against Account.  No participant shall
   have a right to draw checks or drafts against his or her account or to
   give instructions to the Trust Company with respect to any shares or cash
   held therein except as expressly provided herein.

             17.  Notice to Participants.  Notices to the participants may be
   given by letter addressed to each participant at his or her last address
   of record with the Company.  Each participant shall give prompt written
   notice to the Company of any change of address.

             18.  Amendment and Termination of Plan.  The Company in its
   discretion reserves the right to suspend, modify or terminate the Plan at
   any time.  All participants will be notified of any suspension,
   termination or significant modification of the Plan within a reasonable
   time prior to such change.

             19.  Duties and Responsibilities.  Other than with respect to
   actions or inactions constituting willful misconduct, neither the Company
   nor the Trust Company nor its nominees shall have any responsibility for
   any action taken or omitted pursuant to the Plan, nor shall they have any
   duties, responsibilities or liabilities except as expressly set forth
   herein.  Other than with respect to actions or inactions constituting
   willful misconduct, neither the Company nor the Trust Company shall be
   liable hereunder for any act, or for any omission to act, including
   without limitation, any claims of liability (a) with respect to the time
   or prices at which shares are purchased or sold for a participant's
   account, or any inability to purchase or sell shares, (b) for any
   fluctuation in the market value after purchase or sale of shares, (c) any
   administrative delay in effecting payroll deductions, (d) delays resulting
   from the improper completion or delivery of Authorization Forms, changes
   thereto or withdrawal requests, or (e) arising out of a failure to
   terminate a participant's account upon such participant's death prior to
   receipt of notice in writing of such death.

             20.  Governing Law.  This Plan is governed by the internal laws
   of the State of Wisconsin.



                                                                  Exhibit 4.4


                         SHAREHOLDER AUTHORIZATION FORM

                             THE MARCUS CORPORATION
             DIVIDEND REINVESTMENT AND ASSOCIATE STOCK PURCHASE PLAN

   1.      Dividend Reinvestment
           (Check only one box - fill in amount where appropriate)

     [_]   a.     Full Cash Dividend Reinvestment.  I wish to reinvest under
                  the Plan cash dividends on all shares of The Marcus
                  Corporation Common Stock registered in my name.

     [_]   b.     Partial Cash Dividend Reinvestment.  I wish to have cash
                  dividends reinvested on __________________ shares of The
                  Marcus Corporation Common Stock personally held by me in
                  certificate form and on all Plan shares held in my name.  I
                  wish to have the balance of my cash dividends mailed to me.

   2.  [_] Optional Cash Investment (minimum $100 per investment; maximum
           $1,500 per month).  Please buy shares of The Marcus Corporation
           Common Stock under the Plan with the enclosed check or money
           order for $_________________ payable to Firstar Trust Company.

   3.  [_] Shareholder Reports.  I want to receive copies of all reports and
           information generally sent by The Marcus Corporation to
           shareholders.  If you do not check this box, you will not receive
           such reports or information with respect to the shares held for
           your account in the Plan other than notices of shareholder
           meetings, proxy statements and annual reports.


   
<PAGE>

   A.   To the extent I have so designated, I hereby elect to participate in
        the Plan and authorize Firstar Trust Company, as my agent, to apply
        cash dividends and any optional cash investments received by it on my
        behalf to the purchase of shares of The Marcus Corporation Common
        Stock under the Plan.  I have read the Prospectus for the Plan and
        understand there is risk in investing in The Marcus Corporation
        Common Stock.

   Signature______________________  [_] I am a U.S. Citizen or Resident Alien
                                    [_] I am a Nonresident Alien-Foreign Tax
                                        Status Applies
  
   Signature______________________

   Date_______________________
       (Please sign above exactly as name appears below.)

       [_][_][_]-[_][_]-[_][_][_][_]            [_][_]-[_][_][_][_][_][_][_]
       Social Security Number.  (If             Employer Identification
       shares are held jointly, the             Number.  (To be completed if
       Social Security Number should            the shareholder is not an
       be that of the first person              individual.)
       listed on the stock
       certificate.)

   B.   Under penalties of perjury, I certify (1) that the number shown
        directly above is my correct Taxpayer Identification Number and (2)
        that I am not subject to backup withholding because:  (a) I am exempt
        from backup withholding, or (b) I have not been notified by the
        Internal Revenue Service (the "IRS") that I am subject to backup
        withholding as a result of a failure to report all interest or
        dividends, or (c) the IRS has notified me that I am no longer subject
        to backup withholding.

   Signature____________________________

   Signature____________________________

   PLEASE SIGN BOTH A & B



                                                                  Exhibit 4.5


                          ASSOCIATE AUTHORIZATION FORM

                             THE MARCUS CORPORATION
             DIVIDEND REINVESTMENT AND ASSOCIATE STOCK PURCHASE PLAN

   I wish to participate in the Dividend Reinvestment and Associate Stock
   Purchase Plan as follows (minimum $10 per investment):

   1.   [_]  Automatic Payroll Deduction.  I want cash automatically
             deducted, on an after tax basis, from each of my subsequent
             payroll checks and used to purchase Common Stock under the Plan. 
             If you choose the Automatic Payroll Deduction Option, you must
             complete and sign the other portions of this Form.

   2.   [_]  Initial Cash Investment.  Please buy shares of Common Stock of
             The Marcus Corporation under the Plan with the enclosed check or
             money order for $____________________ payable to Firstar Trust
             Company.

   3.   [_]  Shareholder Reports.  I want to receive copies of all reports
             and information generally sent by The Marcus Corporation to
             shareholders.  If you do not check this box, you will not
             receive such reports or information with respect to the shares
             held for your account in the Plan, other than notices of
             shareholder meetings, proxy statements and annual reports.

                       (Please complete the reverse side)

   
<PAGE>

   A.   To the extent I have so designated, I hereby elect to participate in
        the Plan and authorize Firstar
 Trust Company, as my agent, to apply
        optional cash investments and/or automatic payroll deductions
        received by it on my behalf to the purchase of shares of The Marcus
        Corporation Common Stock.  I understand that all dividends received
        on all shares credited to my Plan account will be automatically
        reinvested in The Marcus Corporation Common Stock.  I have read the
        Prospectus for the Plan and understand there is risk in investing in
        The Marcus Corporation Common Stock.

   Signature____________________ [_]  I am a U.S. Citizen or Resident Alien
                                 [_]  I am a Nonresident Alien - Foreign 
                                      Tax Status Applies

   Date_________________________
       (Please sign above exactly as name appears below.)

                                      [_][_][_]-[_][_]-[_][_][_][_]
                                         Social Security Number.

   B.   Under penalties of perjury, I certify (1) that the number shown
        directly above is my correct Taxpayer Identification Number and (2)
        that I am not subject to backup withholding because:  (a) I am exempt
        from backup withholding, or (b) I have not been notified by the
        Internal Revenue Service (the "IRS") that I am subject to backup
        withholding as a result of a failure to report all interest or
        dividends, or (c) the IRS has notified me that I am no longer subject
        to backup withholding.

   Signature______________________

   PLEASE COMPLETE AND SIGN ALL OF A, B AND C


   C.   PAYMENT INSTRUCTIONS:

    _____  Start deducting $____________               FOR USE BY FIRSTAR 
                            (enter amount)             TRUST COMPANY ONLY:
           PER PAY PERIOD, as soon as possible
                                                       Shareholder
                                                       Account Number:  
    _____  Supplemental Cash Investment-Enclosed
           please find $__________________
           payable to Firstar Trust Company.


    Exact Name of Employer:________________________________

    Location of Employer: ___ Budgetel Inns ___ Corporate  ___ Movie Theatres
    ___ Hotel/Resorts     ___ Restaurants


    Associate's Authorization:____________ [_][_][_]-[_][_]-[_][_][_][_]
                                             Social Security Number.
    Date:_________________

              BE SURE TO COMPLETE AND SIGN ALL SIDES OF THIS FORM.
                    YOUR SIGNATURE IS REQUIRED IN A, B AND C.
     MAIL TO FIRSTAR TRUST COMPANY, P.O. BOX 2877, MILWAUKEE, WI  53201-2077



                                                                  Exhibit 4.6
   The Marcus Corporation
   Shareholder DRIP Letter

                                STEPHEN H. MARCUS
                              Chairman of the Board
                             Chief Executive Officer

   August 30, 1996

   Dear Shareholder:

   We are pleased to introduce The Marcus Corporation's new Dividend
   Reinvestment Plan, a convenient and inexpensive way for shareholders to
   increase their investment in Marcus Corporation common stock.  While our
   plan is entirely voluntary, it does represent the kind or systematic
   stock-purchase program used by many shareholders in achieving the long-
   term investment goals.

   The only requirement is that you own Marcus Corporation stock in your own
   name.  If your shares are held by your broker in "street" name, by a bank
   trust department or other nominee, you may request the transfer of at
   least one share into your own name so you can participate.  You may
   automatically reinvest dividends on all or a portion of shares you hold in
   your own name.

   Besides reinvesting quarterly dividends, you may purchase, entirely by
   mail, from $100 to $1,500 in additional common stock each month.  There
   are no service charges, brokerage commissions or other costs involved with
   stock purchases, but you will be responsible for any fees or commissions
   when shares are sold.  Account
 statements from Firstar Trust Company,
   administrator of the plan, should make recordkeeping simple.  Cumulative
   statements are issued during each calendar year when there is activity in
   your account, including the reinvestment of dividends.  

   Enclosed is a plan brochure and prospectus, which we encourage you to read
   carefully before making a decision.  To enroll, you must complete the
   enclosed Shareholder Authorization Form and mail it in the enclosed
   postage-paid envelope to Firstar Trust.  If you have any questions
   regarding enrollment or participation, please contact Firstar Trust at
   (414) 276-3737 or toll-free at (800) 637-7549.

   The first dividend reinvested under the plan is expected to be paid on
   November 15, 1996.  If you wish to reinvest the November dividend, your
   Authorization Form must be received by Firstar Trust no later than October
   23, 1996.  If you wish to make an optional cash investment in November of
   1996, your check or money order must arrive at Firstar Trust no later than
   November 11, 1996.

   All of us at The Marcus Corporation are enthusiastic about this new
   program for shareholders.  We sincerely hope the plan will help you
   achieve your personal investment objectives.  As always, thank you for
   your continuing support of The Marcus Corporation.

   Very truly yours,

   THE MARCUS CORPORATION

   Stephen H. Marcus
   Chairman and Chief Executive Officer



                                                                  Exhibit 4.7
   The Marcus Corporation
   Associate DRIP Letter

                                STEPHEN H. MARCUS
                              Chairman of the Board
                             Chief Executive Officer

   August 30, 1996

   Dear Fellow Associate:

   I'm pleased to introduce the new Marcus Dividend Reinvestment and
   Associate Stock Purchase Plan, a convenient and inexpensive way to invest
   in the future of your company.

   As I said in our annual report, the most important asset of The Marcus
   Corporation is our outstanding team of associates.  You have helped The
   Marcus Corporation grow into the strong, diversified company it is today. 
   This new plan will enable you to increase your personal interest in the
   company through a systematic stock-purchase program.  These types of
   programs are used by many individuals to achieve their long-term financial
   goals.

   The plan is convenient and economical.  It allows eligible associates of
   The Marcus Corporation and its subsidiaries to reinvest cash dividends
   and/or make optional cash investments of at least $10 through payroll
   deduction.  The company will pay all service charges, brokerage
   commissions and other costs involved with purchases, but you will be
   responsible for fees or commissions when shares are sold.  Optional
   payments made by participants
 will be invested on or as soon as possible
   after the 15th day of each month, beginning in November 1996.  Each
   quarter, you will receive an easy-to-understand account statement from
   Firstar Trust Company, administrator of the plan.

   To participate, you must be 18 years old and have completed at least one
   calendar year of employment and 1,000 hours of work in  a calendar year
   with the company or a subsidiary.  Employees covered by a collective
   bargaining agreement are not eligible to participate, unless the agreement
   specifically provides for participation in the plan.

   Enclosed is a plan brochure and prospectus, which we encourage you to
   carefully read before making a decision.  To enroll, you need to complete
   the enclosed Associate Authorization Form and mail it in the enclosed
   postage-paid envelope to Firstar Trust Company.  To begin your payroll
   deduction in November, you must return your authorization form by October
   25, 1996.  If you have any questions regarding enrollment or participation
   in the plan, please contact Firstar Trust Company at (414) 276-3737 or
   toll-free at (800) 637-7549.

   If you already own shares in The Marcus Corporation in your own name, you
   will also receive information describing how shareholders can participate
   in the plan.  If you own shares only under your Pension Plus Plan, you are
   not a shareholder of record for the plan and will need to participate
   separately in the plan as an associate.

   We're excited about this new plan and encourage you to carefully consider
   becoming a shareholder in your company.  As always, thank you for your
   ongoing support.

   Very truly yours,


   Stephen H. Marcus
   Chairman and Chief Executive Officer



                                                                  Exhibit 4.8


   Dear Shareholder:

   In response to shareholder interest, The Marcus Corporation is pleased to
   offer its shareholders of record the opportunity to participate in our
   Dividend Reinvestment and Associate Stock Purchase Plan.  The plan is
   intended to help you expand your stock ownership in The Marcus Corporation
   by allowing you to reinvest the cash dividends you receive and make
   supplemental cash investments in additional shares of common stock.  This
   voluntary plan allows you to buy our shares at a lower cost than you would
   normally incur on your own since you won't have to pay brokerage
   commissions or service charges to buy shares.

   There are two ways you can take advantage of the plan:

        (1)  you can reinvest all or part of your common stock cash dividends
             in additional shares, and

        (2)  you can purchase more shares with additional cash payments.

   Details of the plan are explained in this brochure and prospectus.  To
   participate in the plan, just complete and mail the enclosed shareholder
   authorization card.

   We hope this plan will be helpful to you in achieving your investment
   objectives.  As always, thank you for your interest and support.

   Sincerely,

   Stephen H. Marcus

   
<PAGE>
                                  PLAN SUMMARY

   Dividend Reinvestment


   This is a simple and automatic way to apply your quarterly common stock
   cash dividends to buy more stock.  By authorizing The Marcus Corporation
   to pay all or part of your cash dividends to your agent, Firstar Trust
   Company, the Trust Company will use your dividends to buy additional
   shares of stock for your account.  The shares purchased with your
   dividends will also earn future dividends for reinvestment, helping your
   investment compound and grow even faster.

   Supplemental Cash Investments

   You can also send the Trust Company a check each month (or less
   frequently) payable to "Firstar Trust Company" for an amount between $100
   to $1,500 to buy additional shares of The Marcus Corporation common stock. 
   You need not invest regularly and you may vary the amount invested each
   time within the prescribed dollar limits.  All cash dividends earned on
   these shares will automatically be reinvested in additional shares of The
   Marcus Corporation common stock.

   Plan Features

   -    You may reinvest all or part of your quarterly cash dividends.

   -    You pay no service fees or brokerage commissions on purchases.

   -    You can send in a check for between $100 and $1,500 to supplementally
        purchase additional shares of The Marcus Corporation common stock
        monthly or less frequently.

   -    Participation in the plan is voluntary and can be terminated at any
        time.

   -    You receive an easy-to-understand account statement from the Trust
        Company following each investment.

   -    All stock certificates are retained by the Trust Company in your
        account, preventing their loss or theft.

   -    To obtain your stock certificates or end your participation in the
        plan, simply send the Trust Company a written request.

   -    You must own stock of record (in your own name) to participate.  Your
        broker will transfer shares held in street or nominee name to your
        name upon request.

   -    Fees and commissions from the sale of stock are your responsibility.

   -    Your investment in our common stock is subject to market risk,
        including the risk that our stock value may go down after you buy
        shares.  There is no guarantee of stock performance.

   
<PAGE>

   How to Enroll

   To participate in the plan, simply complete the enclosed authorization
   card and mail it to:

   Firstar Trust Company
   Corporate Trust Department
   P.O. Box 2077
   Milwaukee, WI  53201-2077

   For reinvestment of dividends, the form must be received at least two
   business days before the record date for a dividend payment.  If the form
   is received after that time, dividend reinvestment will begin with the
   next quarterly cash dividend payment.  Supplemental cash investments must
   be received by the tenth day of the month to be invested that month.

   Prospectus

   The Prospectus, which provides the complete terms and conditions of the
   plan, begins on Page 5.  Please read the Prospectus carefully before
   deciding to participate in the plan.

   For Additional Information:

   Call toll free 1-800-637-7549
   or in the Milwaukee area call: 276-3737



                                                                  Exhibit 4.9

   Dear Fellow Associate:

   As an associate of The Marcus Corporation, you may be eligible to
   participate in our Dividend Reinvestment and Associate Stock Purchase
   Plan.  This voluntary plan is intended to help you invest, if you desire,
   in the stock of The Marcus Corporation at a lower cost than you would
   normally incur on your own, as you will not have to pay brokerage
   commissions or service charges to buy shares.

   If you are an eligible associate, there are three ways you can take
   advantage of the plan:

        (1)  you can authorize automatic after-tax payroll
             deductions to be used to buy shares each month, 

        (2)  all your quarterly common stock cash dividends are
             automatically reinvested in additional shares, and 

        (3)  you can purchase more shares with additional cash
             payments.

   Details are explained in this brochure and prospectus.  If you are
   eligible to participate in the plan, just complete and mail the enclosed
   associate authorization card.

   As always, thank you for your commitment and support.

   Sincerely,


   Stephen H. Marcus
   Chairman and Chief Executive Officer

   
<PAGE>
                                  PLAN SUMMARY

   Eligibility

   You are eligible to participate in the plan if you:

   -    Are at least 18 years old;

   -    Have completed at least one year of employment with
 The Marcus
        Corporation, a subsidiary or a covered affiliate in which you worked
        at least 1,000 hours in a calendar year; and

   -    Are not covered under a collective bargaining agreement or you are
        covered under a collective bargaining agreement which specifically
        provides for your participation in the plan.

   Payroll Deductions

   You may authorize a fixed amount (no less than $10) to be automatically
   deducted from each of your payroll checks.  These deducted amounts will be
   used to purchase shares of our common stock each month for your account. 
   All deductions will be made in after-tax dollars.  You can change the
   amount or discontinue your payroll deductions at any time.

   Dividend Reinvestment

   This simple and automatic plan applies your quarterly common stock cash
   dividends to buy more stock.  Dividends are automatically reinvested in
   additional shares of stock.  The shares purchased with your dividends will
   also earn future dividends for reinvestment, helping your investment
   compound and grow even faster.

   Additional Cash Investments

   In addition to, or instead of, automatic payroll deductions, you can also
   send the Trust Company each month a check (no less than $10) payable to
   "Firstar Trust Company" to buy additional shares of The Marcus Corporation
   common stock.  You need not invest regularly and you may vary the amount
   invested each time.  All cash dividends earned on these shares will
   automatically be reinvested in additional shares of The Marcus Corporation
   common stock.

   Plan Features

   -    Automatic after-tax payroll deductions can help you establish a
        systematic investment plan in The Marcus Corporation's common stock.

   -    All of your quarterly cash dividends will automatically be
        reinvested.

   -    You pay no service fees or brokerage commissions on purchases.

   -    You can send in a check (no less than $10)  monthly or less
        frequently to supplementally purchase additional shares of The Marcus
        Corporation common stock.

   -    Participation in the plan is voluntary and can be terminated at any
        time.

   -    You receive an easy-to-understand account statement from the Trust
        Company each quarter. 

   -    All stock certificates are retained by the Trust Company in your
        account, preventing their loss or theft.

   -    To obtain your stock certificates or end your participation in the
        plan, simply send the Trust Company a written request.

   -    Fees and commissions from the sale of stock are your responsibility.

   -    Your investment in Marcus Corporation common stock is subject to
        market risk, including the risk that the stock value may go down
        after you buy shares.  There is no guarantee of stock performance.

   How to Enroll

   To participate in the plan, simply complete the enclosed authorization
   card and mail it in the enclosed envelope to:

   Firstar Trust Company
   Corporate Trust Department
   P.O. Box 2077
   Milwaukee, WI  53201-2077

   Prospectus

   The Prospectus, which provides complete terms and conditions of the plan,
   begins on Page 5.  Please read the Prospectus carefully before deciding to
   participate in the plan.

   For Additional Information:

   Call toll free:  1-800-637-7549
   or in the Milwaukee area call: 276-3737



                                                                    Exhibit 5

                           F O L E Y  &  L A R D N E R

                          A T T O R N E Y S  A T  L A W

   CHICAGO                       FIRSTAR CENTER                     SAN DIEGO
   JACKSONVILLE             777 EAST WISCONSIN AVENUE           SAN FRANCISCO
   LOS ANGELES           MILWAUKEE, WISCONSIN 53202-5367          TALLAHASSEE
   MADISON                  TELEPHONE (414) 271-2400                    TAMPA
   ORLANDO                  FACSIMILE (414) 297-4900         WASHINGTON, D.C.
   SACRAMENTO                                                 WEST PALM BEACH
                              WRITER'S DIRECT LINE


                                 August 30, 1996


   The Marcus Corporation
   250 East Wisconsin Avenue
   Suite 1700
   Milwaukee, Wisconsin  53202

   Gentlemen:

             We have acted as counsel for The Marcus Corporation, a Wisconsin
   corporation (the "Company"), in conjunction with the preparation of a Form
   S-3 Registration Statement (the "Registration Statement") to be filed by
   the Company with the Securities and Exchange Commission under the
   Securities Act of 1933, as amended (the "Securities Act"), relating to
   500,000 shares ("shares") of the Company's common stock, $1 par value (the
   "Common Stock"), which may be issued pursuant to The Marcus Corporation
   Dividend Reinvestment and Associate Stock Purchase Plan ("Plan").

             We have examined: (i) the Plan; (ii) the Registration Statement;
   (iii) the Company's Restated Articles of Incorporation and Bylaws, as
   amended to date; (iv) resolutions of the Company's Board of Directors
   relating to the Plan; and (v) such other documents
 and records as we have
   deemed necessary to enable us to render this opinion.

             Based on the foregoing, we are of the opinion that:

             1.   The Company is a corporation validly existing under the
   laws of the State of Wisconsin.

             2.   The Shares, when issued and paid for in the manner set
   forth in the Plan, will be validly issued, fully paid and nonassessable
   and no personal liability will attach to the ownership thereof, except
   with respect to wage claims of employees of the Company for services
   performed not to exceed six (6) months service in any one case, as
   provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation
   Law.

             We consent to the use of this opinion as an Exhibit to the
   Registration Statement.  In giving our consent, we do not admit that we
   are "experts" within the meaning of Section 11 of the Securities Act or
   within the category of persons whose consent is required by Section 7 of
   said Act.

                                      Very truly yours,

                                      FOLEY & LARDNER



                                                                 Exhibit 23.1

                           DIVIDEND REINVESTMENT PLAN
               Consent of Ernst & Young LLP, Independent Auditors

   We consent to the reference to our firm under the caption "Experts" in the
   Registration Statement on Form S-3 pertaining to the Dividend Reinvestment
   and Associate Stock Purchase Plan of The Marcus Corporation and to the
   incorporation by reference therein of our report dated July 19, 1996 with
   respect to the consolidated financial statements of The Marcus Corporation
   included in its Annual Report (Form 10-K) for the year ended May 30, 1996,
   filed with the Securities and Exchange Commission.


                                           ERNST & YOUNG LLP


   Milwaukee, Wisconsin
   August 26, 1996