SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 18)*

                             THE MARCUS CORPORATION
                                (Name of Issuer)

                          Common Stock, $1.00 par value
                         (Title of Class of Securities)

                                   566330 10 6
                                 (CUSIP Number)

   Check the following box if a fee is being paid with this statement  [ ]. 
   (A fee is not required only if the filing person:  (1) has a previous
   statement on file reporting beneficial ownership of more than five percent
   of the class of securities described in Item 1; and (2) has filed no
   amendment subsequent thereto reporting beneficial ownership of five
   percent or less of such class.)  (See Rule 13d-7.)

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

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

   
<PAGE>

     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Stephen H. Marcus (398-30-7032)

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)  [ ]
                                                                     (b)  [ ]
              Not Applicable

     3   SEC USE ONLY

     4   CITIZENSHIP OR PLACE OF ORGANIZATION

              United States
                     5  SOLE VOTING POWER
      NUMBER OF
                             1,820,855.58
        SHARES

                     6  SHARED VOTING POWER
     BENEFICIALLY

                             1,384,526
       OWNED BY

                     7  SOLE DISPOSITIVE POWER
         EACH

                             1,820,855.58
      REPORTING

        PERSON
                    8   SHARED DISPOSITIVE POWER
         WITH
                             1,384,526


    9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              3,205,381.58

    10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES                                                           [_]

              N/A


    11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              16.3%


    12   TYPE OF REPORTING PERSON

              IN

   
<PAGE>

                      SEE INSTRUCTIONS BEFORE FILLING OUT!

             This Amendment No. 18 to Schedule 13G with regard to The Marcus
   Corporation is being filed on behalf of the undersigned to amend Item 4 of
   the originally filed Schedule 13G.  Except as expressly stated herein,
   there have been no material changes in the information set forth in the
   Schedule 13G.

   Item 4.   Ownership (as of the date of filing of this Amendment to
             Schedule 13G):

        (a)  Amount Beneficially Owned:  3,205,381.58
        (b)  Percent of Class:  16.3%
        (c)  Number of shares as to which such person has:

             (i)    sole power to vote or to direct the vote:  1,820,855.58
                    Shares
             (ii)   shared power to vote or to direct the vote:  1,384,526
                    Shares
             (iii)  sole power to dispose or to direct the disposition of: 
                    1,820,855.58 Shares
             (iv)   shared power to dispose or to direct the disposition of: 
                    1,384,526 Shares

             Other than with respect to (i) 49,516 shares of Common Stock
   (which Mr. Marcus shares voting and dispositive power) and (ii) 539.58
   shares of Common Stock (which Mr. Marcus has sole voting and dispositive
   power) all of the reported beneficial ownership of Common Stock results
   from the beneficial ownership of shares of Class B Common Stock, which are
   convertible at any time into Common Stock on a share-for-share basis.  The
   percent of class figure assumes conversion of all outstanding shares of
   Class B Common stock into shares of Common Stock.  Since each share of
   Class B Common Stock is entitled to 10 votes as opposed to 1 vote for each
   share of Common Stock, it is extremely unlikely that Mr. Marcus would
   alone convert a significant amount of his Class B Common Stock into Common
   Stock.  Mr. Marcus' beneficial ownership consists of:

             (i)    150 shares of Common Stock held individually by
                    Mr. Marcus; 
             (ii)   389.58 shares of Common Stock held individually by
                    Mr. Marcus by The Marcus Corporation 401(k) Plan; 
             (iii)  49,516 shares of Common Stock held by trusts whereby Mr.
                    Marcus serves as Trustee; 
             (iv)   1,820,316 shares of Class B Common Stock held
                    individually by Mr. Marcus;
             (v)    299,547 shares of Class B Common Stock held by Mr. Marcus
                    as a Shareholder of Guest House Inn, Inc.
             (vi)   138,877 shares of Class B Common Stock held as tenant in
                    common with Mr. Marcus' wife; 
             (vii)  47,840 shares of Class B Common Stock held individually
                    by Mr. Marcus' wife;
             (viii) 423,186 shares of Class B Common Stock held by Mr.
                    Marcus' wife as Trustee for the benefit of their
                    children;
             (ix)   276,263 shares of Class B Common Stock held by Mr. Marcus
                    as Trustee; and
             (x)    149,297 shares of Class B Common Stock held by Mr. Marcus
                    and his wife as Co-Trustees.

             Mr. Marcus' wife (for shares held individually), the trusts, and
   the corporation have the right to receive dividends and proceeds from the
   sale of securities held thereby.

                                    SIGNATURE

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


   January 28, 1997
   Date


   /s/ Stephen H. Marcus
   Stephen H. Marcus