FORM 10-K                                

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

   [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the fiscal year ended May 30, 1996 

                  OR

   [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the transition period from ______ to __________ 

                         Commission file number 1-12604

                             THE MARCUS CORPORATION
                           (Exact name of registrant)
                          as specified in its charter)

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

        250 East Wisconsin Avenue - Suite 1700                
               Milwaukee, Wisconsin                        53202-4220
       (Address of principal executive offices)            (Zip Code)

   Registrant's telephone number, including area code:  (414) 272-6020 
   Securities registered pursuant to Section 12(b) of the Act:  Common Stock,
   $1 par value
   Securities registered pursuant to Section 12(g) of the Act:  None 

   Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that
   the registrant was required to file such reports), and (2) has been
   subject to such filing requirements for the past 90 days. 

                             Yes  [X]        No  [_]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
   405 of Regulation S-K (Section 229.405 of this chapter) is not contained
   herein, and will not be contained, to the best of registrant's knowledge,
   in definitive proxy or information statements incorporated by reference in

   Part III of this Form 10-K or any amendment to this Form 10-K.    [X]

   State the aggregate market value of the voting stock held by
   non-affiliates of the registrant as of August 9, 1996:  $353,000,000

   Number of shares outstanding of each of the classes of the registrant's
   capital stock as of August 9, 1996:

                 Common Stock, $1 par value:  10,816,145 shares
              Class B Common Stock, $1 par value:  8,856,405 shares

   PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED HEREIN BY REFERENCE: 

   Proxy Statement for 1996 annual meeting of shareholders (incorporated by
   reference into Part III, to the extent indicated therein).

   
<PAGE>

                                     PART I

             Unless the context indicates otherwise, references to the number
   of the Company's various facilities set forth in this Form 10-K Annual
   Report are as of May 30, 1996.

                Special Note Regarding Forward-Looking Statements

             Certain matters discussed in this Annual Report on Form 10-K are
   "forward-looking statements" intended to qualify for the safe harbors from
   liability established by the Private Securities Litigation Reform Act of
   1995.  These forward-looking statements can generally be identified as
   such because the context of the statement will include words such as the
   Company "believes," "anticipates," "expects" or words of similar import. 
   Similarly, statements that describe the Company's future plans, objectives
   or goals are also forward-looking statements.  Such forward-looking
   statements are subject to certain risks and uncertainties which are
   described in close proximity to such statements and which could cause
   actual results to differ materially from those currently anticipated. 
   Shareholders, potential investors and other readers are urged to consider
   these factors in evaluating the forward-looking statements and are
   cautioned not to place undue reliance on such forward-looking statements. 
   The forward-looking statements included herein are only made as of the
   date of this report and the Company undertakes no obligation to publicly
   update such forward-looking statements to reflect subsequent events or
   circumstances.


   Item 1.   Business.

             The Marcus Corporation through its subsidiaries (collectively,
   the "Company") is engaged in four business segments:  motels; movie
   theatres; hotels and resorts; and restaurants.

             The Company's motel operations include a chain of 124 Budgetel
   Inn limited service motels in 28 states and three Woodfield Suites all-
   suite hotels.  Of the 124 Budgetel Inns, 93 are owned or operated by the
   Company and 31 are franchised.

             The Company operates 36 movie theatres with an aggregate of 219
   screens throughout Wisconsin and in Northern Illinois.

             The Company's hotel and resort operations include the Pfister
   and the Milwaukee Hilton which are full-service hotels in the Milwaukee,
   Wisconsin metropolitan area, and the Grand Geneva Resort & Spa, which is a
   full-facility destination resort in Lake Geneva, Wisconsin.  The Company
   also manages two hotels for third parties:  the Mead Inn in Wisconsin
   Rapids, Wisconsin and the Crowne-Plaza Northstar in Minneapolis,
   Minnesota.

             The Company's restaurant division includes 31 KFC (Kentucky
   Fried Chicken) restaurants in Wisconsin.

             The Company is currently in the third year of an aggressive
   multi-year expansion plan which is expected to impact all four divisions. 
   The Company's current plans include pursuing the following goals:

             -    Increasing its number of Budgetel Inns to 300 by the year
                  2000, with up to 12 new Company-owned and 16 new franchised
                  motels currently planned to be opened in fiscal 1997.  The
                  Company currently believes that much of this anticipated
                  future growth will ultimately come from its increasing
                  emphasis on opening new franchised Budgetel Inns.

             -    Continuing to expand the number of Company-owned Woodfield
                  Suites, including two new facilities in fiscal 1997.

             -    Increasing its number of movie theatre screens to 400 by
                  the year 2000, with planned continued expansion outside of
                  Wisconsin.  Up to 90 new screens are currently planned to
                  be opened by the Company in fiscal 1997, including the 27
                  new screens at the three theatres acquired by the Company
                  immediately after the end of fiscal 1996.  Early in fiscal
                  1997, two new eight-plex theatres opened in Appleton and
                  New Berlin, Wisconsin, along with a four-screen addition to
                  an existing theatre in Green Bay, Wisconsin.  Currently
                  under construction is a new 20-screen ultraplex theatre in
                  Addison, Illinois.  Other current expansion plans include a
                  six-screen addition to the Company's existing 14-plex in
                  Gurnee Mills, Illinois and 17 new screens to be added to
                  existing locations in Delafield, Mequon and New Berlin,
                  Wisconsin and Addison, Illinois.

             -    Adding up to one or two hotel properties each year over the
                  next few fiscal years, either Company-owned or managed for
                  others. 

             -    Expanding and enhancing the Company's KFC franchise.

   The actual number, mix and timing of future new facilities or expansions
   will depend in large part on continuing favorable industry and general
   economic conditions, the Company's financial performance and available
   capital, the competitive environment, evolving customer needs and trends,
   and the availability of attractive opportunities.  It is likely that the
   Company's expansion goals will continue to evolve and change in response
   to these and other factors and there can be no assurance that the Company
   will succeed in achieving these goals.

   Business Segment Data

             Set forth below is certain business segment data for the
   Company's three most recent fiscal years relating to the Company's four
   industry segments. Intersegment sales and transfers are not material.

                                                Fiscal Year
                                   1996            1995           1994
                                         (Dollars in thousands)
    Revenues from unaffiliated
    customers:
         Motels                  $118,679       $104,356       $ 89,043
         Theatres                  63,696         53,968         50,494
         Hotels and resorts        53,498         45,292         32,330
         Restaurants               25,927         74,076         70,404
         Corporate items(1)           487            298            343
                                 --------       --------       --------
                                 $262,287       $277,990       $242,614
                                 ========       ========       ========
    Operating income (loss):

         Motels                  $ 36,266       $ 31,992       $ 26,041
         Theatres                  15,017         12,175         11,483
         Hotels and resorts         3,374          1,473          2,550
         Restaurants                1,992          3,318          1,499
         Corporate items(1)        (4,834)        (2,163)        (3,689)
                                 --------       --------       --------
                                $  51,815       $ 46,795       $ 37,884
                                 ========       ========       ========
    Identifiable assets:

         Motels                  $247,328       $211,112       $182,174
         Theatres                  63,365         46,928         47,244
         Hotels and resorts        73,045         68,731         45,787
         Restaurants               29,041         53,090         51,896
         Corporate items(1)        42,536         27,221         34,505
                                 --------       --------       --------
                                 $455,315       $407,082       $361,606
                                 ========       ========       ========
   _______________
   (1)  Corporate items include amounts not allocable to specific business
        segments.  Corporate revenues consist principally of rent and the
        corporate operating loss includes general corporate expenses. 
        Corporate assets primarily include cash and cash equivalents, notes
        receivable, receivables from joint ventures and land held for
        development.


   Motel Operations 

   Budgetel Inns

               The Company owns, operates or franchises 124 economy motels,
   with over 12,000 rooms, under the name "Budgetel Inn" in 28 states.  Of
   this total, 31 Budgetel Inns are operated through franchisees, 84 are
   Company-owned or operated and nine are operated under joint venture type
   agreements.

             Targeted at the business traveler, Budgetel Inns feature an
   upscale, contemporary exterior appearance, are generally located in high
   traffic commercial areas in close proximity to interstate highway exits
   and major thoroughfares and typically vary in size between 60 and 150
   rooms.

             The Company believes that providing amenities not typically
   associated with limited service motels distinguish Budgetel Inns from many
   of its competitors. These amenities include executive conference centers,
   room-delivered complimentary continental breakfasts, king-sized beds, free
   local telephone calls and incoming fax transmissions, non-smoking rooms,
   in-room coffee makers and hair dryers, remote control cable televisions,
   extra-long telephone cords and large working desks.  To enhance customer
   security, the Company has converted substantially all of its Company-owned
   and franchised Budgetel Inn rooms to "card key" locking systems and
   provides well-lighted parking areas and all-night front desk staffing. 
   The interior of each Budgetel Inn is refurbished in accordance with a
   strict periodic schedule.

             During fiscal 1996, Budgetel Inns opened a new 7,000 square foot
   nationwide guest reservations center.  Travelers can call 1-800-4-BUDGET
   toll-free to obtain Budgetel Inn room reservations and other information.

             The Company has a national franchise program for its Budgetel
   Inns and has increased its emphasis on opening more franchised Budgetel
   Inns.  Towards this end, the Company opened a third franchise support
   office in fiscal 1996.  The new support office in Chicago, together with
   existing support offices in Atlanta and Dallas, and a service office in
   Florida, are intended to help support expansion of the Budgetel Inn
   franchise.  Franchisees pay an initial franchise fee and annual marketing
   assessments, reservation system assessments and royalty fees based on room
   revenues.  The Company is qualified to sell, and anticipates ultimately
   selling, franchises in all 50 states.

             Depending upon continuing favorable industry conditions and
   attractive opportunities, the Company currently plans to add up to 28 new
   Budgetel Inns in fiscal 1997 (including up to 12 Company-owned and 16
   franchised facilities).  During fiscal 1996, 11 new Company-owned units
   and seven new franchised units were opened.

   Woodfield Suites

             The Company operates three mid-priced, all-suite hotels under
   the name "Woodfield Suites" and currently plans to open two additional
   Woodfield Suites in fiscal 1997.  Although the Company remains
   enthusiastic about the future growth potential of its Woodfield Suites
   concept, the number of potential additional Woodfield Suites will depend
   on continuing favorable industry and economic conditions, the availability
   of attractive site locations and customer acceptance.  Woodfield Suites
   offers all of its guests the use of its centrally-located swimming pool,
   whirlpool and game room.  Each suite has a bedroom and separate living
   room and features an extra-length bed, sleeper sofa for additional guests,
   microwave, refrigerator, wet bar, television and hair dryer.  Some suites
   also have a kitchenette. All guests receive a free continental breakfast
   and are invited to a free cocktail hour.

   Hotels and Resorts Operations

   The Pfister Hotel

             The Company owns and operates the Pfister Hotel in downtown
   Milwaukee.  The Pfister Hotel, a full service, luxury hotel, has 307 rooms
   (including 80 luxury suites), three restaurants, two cocktail lounges, a
   night club, an indoor swimming pool, an exercise facility and a 275-car
   parking ramp.  The Pfister has 20,000 square feet of banquet and
   convention facilities. Banquet and meeting rooms can accommodate up to
   3,000 persons and the hotel features two large ballrooms, including one of
   the largest ballrooms in the Milwaukee metropolitan area, with banquet
   seating for 1,200 people.  A portion of the Pfister's first-floor space is
   leased for use by retail tenants.  In fiscal 1996, the Pfister Hotel
   earned its 20th consecutive four-diamond award from the American
   Automobile Association.  The Pfister is also a member of Preferred Hotels
   and Resorts Worldwide Association, an organization of independent luxury
   hotels and resorts, and the Association of Historic Hotels of America.  

   The Milwaukee Hilton

             The Company owns and operates the 500-room Milwaukee Hilton.
   Formerly known as the Marc Plaza Hotel, the Company secured a Hilton
   franchise for the hotel which reopened on June 1, 1995 after a six-month
   renovation and restoration project.  All 500 guest rooms, bathrooms,
   public areas and a significant portion of meeting space have been
   remodeled.  The Company leases office suites on two floors of the
   Milwaukee Hilton to professional and other business tenants on a short-
   term to intermediate-term basis.  The Hilton franchise affiliation has
   benefitted the Milwaukee Hilton through the Hilton's international
   centralized reservation and marketing system, advertising cooperatives and
   frequent stay programs.  In connection with the City of Milwaukee's
   planned construction of a new convention facility in downtown Milwaukee,
   the Company plans to add up to 250 new rooms, together with ancillary
   facilities, and connect the Milwaukee Hilton by skywalk to the convention
   center by the end of fiscal 1998.

   The Grand Geneva Resort & Spa 

             The Grand Geneva Resort & Spa in Lake Geneva, Wisconsin is a
   full-facility destination resort located on 1,300 acres.  The largest
   convention resort in Wisconsin includes 355 guest rooms, 50,000 square
   feet of banquet meeting and exhibit space, three speciality restaurants,
   two cocktail lounges, two championship golf courses, several ski-hills,
   four indoor and five outdoor tennis courts, four swimming pools, an
   executive and fitness complex, horse stables and an on-site airport.

             Completed renovation projects at the Grand Geneva in fiscal 1996
   included renovation of the resort's condominiums and the renovation of the
   renamed "Highland's" golf course, which opened during the late summer of
   1996, as well as other property enhancements.

   Operated and Managed Hotels

             The Company operates the Crowne Plaza-Northstar Hotel in
   Minneapolis, Minnesota pursuant to a management agreement.  The Crowne
   Plaza - Northstar Hotel is located in downtown Minneapolis and has 226
   rooms, 13 meeting rooms, 6,370 square feet of ballroom and convention
   space, one restaurant, one cocktail lounge, and an exercise facility. 
   Although closed for a portion of fiscal 1996 due to an electrical fire,
   the Northstar has been reopened since May 1996.

             The Company manages the Mead Inn in Wisconsin Rapids, Wisconsin,
   pursuant to a management agreement.  The Mead Inn has 154 guest rooms, 11
   meeting rooms totaling 8,180 square feet of meeting space, two cocktail
   lounges, two restaurants, and an indoor pool with sauna and whirlpool.

             The Company completed construction of a fully-automated laundry
   facility in fiscal 1996.  This central facility will process the laundry
   for the Pfister, Milwaukee Hilton and Grand Geneva Resort & Spa and is
   expected to provide significant efficiencies to the hotels and resorts
   division.

   Theatre Operations

             The Company operates 36 movie theatre locations with an
   aggregate of 219 screens in Wisconsin and Northern Illinois for an average
   of 6.1 screens per location, compared to an average of 5.3 screens per
   location at the end of fiscal 1995 and 5.0 at the end of fiscal 1994.  The
   Company's facilities include 32 multi-screen complexes and four single-
   screen theatres.  The theatre division's long-term growth strategy is to
   focus on multi-screen theatres having between eight to 20 screens and
   which typically vary in seating capacity from 150 to 450 seats per screen. 
   Multi-screen theatres allow the Company to offer a diversified selection
   of films to attract additional customers, exhibit movies in larger or
   smaller auditoriums within the same theatre depending on the popularity of
   the movie and benefit from the economies of having common box office,
   concession, projection and lobby facilities.  Most of the Company's movie
   theatres feature exclusively first-run films.

             In fiscal 1996, the Company opened 27 new screens, including a
   new ten-plex theatre in Orland Park, Illinois, an eight-plex in Green Bay,
   Wisconsin and a total of nine screens added to existing theatres.  Three
   theatres with a total of seven screens were closed in fiscal 1996. 
   Immediately after the end of fiscal 1996, the Company acquired an 11-
   screen theatre in Chicago Heights, Illinois and two eight-screen budget
   movie theatres in the Milwaukee metropolitan area.  With the conversion of
   one of its existing first-run theatres to a budget theatre shortly after
   the end of fiscal 1996, the Company now operates 24 budget movie screens. 
   In addition to the 27 screens acquired in early fiscal 1997, the Company
   plans on opening up to 63 additional new screens in fiscal 1997.

             The results of the Company's movie theatre business and the
   motion picture industry in general are largely dependent upon the box
   office appeal and marketing of available first-run films.  Movie
   production has been stimulated by additional demand from ancillary markets
   such as home video, pay-per-view and cable television, as well as
   increased demand from European film markets.  The annual number of first-
   run film releases has more than doubled since the late 1970s.  Fiscal 1996
   featured such box office hits as Apollo 13, Toy Story, Twister, Batman
   Forever, Grumpier Old Men and Pocahontas.

             The Company obtains its films from all of the various national
   motion picture production and distribution companies and is not dependent
   on any single motion picture supplier.  Booking, advertising, refreshment
   purchases and promotion are handled centrally by an administrative staff.

             The Company strives to provide its movie patrons with high-
   quality picture and sound presentation in clean, comfortable, attractive
   and contemporary theatre environments.  Substantially all of the Company's
   movie theatre complexes feature either digital sound, Dolby or other
   stereo sound systems; acoustical ceilings; side wall insulation;
   engineered drapery folds to eliminate sound imbalance, reverberation and
   distortion; tiled floors; loge seats; cup-holder chair-arms; and computer-
   controlled heating, air conditioning and ventilation.  Many of the
   Company's new theatres also offer tiered high-back stadium seating and
   oversized "love seats."  Computerized box offices permit most of the
   Company's movie theatres to sell tickets in advance.  Most of the
   Company's theatres are accessible to persons with disabilities and provide
   wireless headphones for hearing-impaired moviegoers. The Company also
   operates an exclusive customer information telephone system in Milwaukee
   and Madison, allowing customers to call for information as to the
   locations, times and titles of movies being shown by the Company
   throughout each metropolitan area.

             The Company sells food and beverage concessions at all of its
   movie theatres.  The Company believes that a wide variety of food and
   beverage items, properly merchandised, increases concession revenue per
   patron.  Although popcorn still remains the traditional favorite with
   moviegoers, the Company continues to upgrade its available concessions by
   offering a wide range of choices.  For example, some of the Company's
   theatres offer hot dogs, pizza, ice cream, pretzel bites, frozen yogurt,
   coffee, mineral water and juices.

             In July 1996, the Company opened its first family entertainment
   center, Funset Boulevard, adjacent to its new eight-screen movie theatre
   in Appleton, Wisconsin.  Funset Boulevard features a 40,000 square foot
   entertainment center with a restaurant, soft play areas for toddlers,
   laser tag and virtual reality games for teenagers, mini golf for the
   family and other entertainment options.

   Restaurant Operations 

             Significant changes occurred in the Company's restaurant
   division in early fiscal 1996.  On June 30, 1995, the Company sold its
   Applebee's restaurants and associated development rights for approximately
   $48.3 million, resulting in a substantial gain on investment.

             The Company has non-exclusive franchise rights to operate KFC
   restaurants in the Milwaukee metropolitan area and in northeast Wisconsin. 
   The Company has operated KFC restaurants for 36 years, currently operates
   31 KFC restaurants and is the largest operator of KFC restaurants in
   Wisconsin, based on the number of facilities operated.  The restaurants
   feature Kentucky Fried Chicken and other franchisor-authorized food items.

             Virtually all of the Company's KFC restaurants feature inside
   seating for approximately 40 customers, drive-thru windows and updated
   electronic equipment to better facilitate food preparation and order
   processing.  In fiscal 1996, the Company closed four underperforming KFC
   restaurants and opened one new KFC restaurant during the fourth quarter. 
   The Company is exploring various expansion and acquisition opportunities
   for its KFC operations.

             In fiscal 1996, the Company's KFC restaurants introduced home
   delivery service, as well as three new products, including the Colonel's
   Crispy Chicken Strips, Chunky Chicken Pot Pies and Tender Roast chicken by
   the piece.  All three new products were well received by customers and
   contributed to increased luncheon sales.

             The Company's KFC locations operate under individual franchise
   agreements ranging in terms from 10 to 20 years in length.  Franchise
   royalties approximate 4% of net sales and, in addition, an initial flat
   fee of $20,000 is payable for each new KFC restaurant.

             The KFC franchisor specifies certain product requirements and
   provide for certain approved suppliers of products and supplies in order
   to maintain the franchise's quality standards.

   Competition 

             In each of its businesses, the Company experiences intense
   competition from national and/or regional chain and franchise operations,
   some of which have substantially greater financial and marketing resources
   than the Company.  There are other facilities in close proximity to most
   of the Company's facilities which compete directly with those of the
   Company.

             The Company's Budgetel Inns compete with such national limited
   service motel chains as Days Inn, Hampton Inn (owned by The Promus
   Companies Incorporated), Fairfield Inn (owned by Marriott Corporation),
   Red Roof Inn, La Quinta Inn, Comfort Inn and others, as well as a large
   number of regional and local motels.

             The Company's hotels compete in the Milwaukee metropolitan area
   with the hotels operated by Hyatt Corporation, Marriott Corporation,
   Ramada Inns, Holiday Inns and Wyndham Hotels.  The major competition for
   the Grand Geneva Resort & Spa consists primarily of independently operated
   full-service resorts in the Lake Geneva area and other full service and
   destination resorts in Wisconsin and Illinois.  The Mead Inn competes with
   limited-service motels in Wisconsin Rapids for business, and with other
   central Wisconsin properties such as the Holiday Inn of Stevens Point, for
   groups.  The Crowne Plaza in Minneapolis competes with Hilton Hotels,
   Hyatt Corporation, Marriott Corporation, Radisson Hotels and Holiday Inns.

             In the restaurant business, the Company's KFC restaurants
   compete locally with Hardee's, Boston Market, Popeye's and similar
   national, as well as regional, fast food chains and individual restaurants
   offering chicken.

             The Company's movie theatres compete with large national movie
   theatre operators, such as United Artists, Cinemark, Cineplex Odeon and
   Carmike Cinemas, Inc., as well as with a wide array of smaller first-run
   and discount exhibitors.  Although movie exhibitors in general also
   compete with the home video, pay-per-view and cable television markets,
   the Company believes that such markets have assisted the growth of the
   movie theatre industry by encouraging a significant increase in the number
   of first-run movies produced and released for initial movie theatre
   exhibition, which establishes the demand in the ancillary markets.

             The Company believes that the principal factors of competition
   in each of its businesses, in varying degrees, are the price and quality
   of its product, quality and location of its facilities, and customer
   service. The Company believes that it is well positioned to compete on the
   basis of these factors.

   Seasonality

             Historically, the Company's first and fourth fiscal quarters
   have produced the strongest operating results, since such periods coincide
   with the typical summer seasonality of the movie theatre industry and the
   spring and summer strength of the travel and food service aspects of the
   Company's business.

   Research and Development

             Research and development expenditures for the Company are not
   material.

   Environmental Regulation

             The Company does not expect federal, state or local
   environmental legislation to have a material effect on the Company's
   capital expenditures, earnings or competitive position.  However, the
   Company's activities in acquiring and selling real estate for business
   development purposes have been complicated by the continued increased
   emphasis placed by Company personnel on properly analyzing real estate
   sites for potential environmental problems. This circumstance has resulted
   in, and is expected to continue to result in, greater time and increased
   costs involved in acquiring and selling properties associated with the
   Company's various businesses.

   Employees 

             As of the end of fiscal 1996, the Company had approximately
   7,600 employees, a majority of whom were employed on a part-time basis.  A
   majority of the Company's hotel employees in Milwaukee are covered by
   collective bargaining agreements.  Relations with employees have been
   satisfactory and there have been no work stoppages due to labor disputes. 


 
  Item 2.   Properties. 

             The Company owns a substantial portion of its facilities,
   including the Pfister Hotel, the Milwaukee Hilton and the Grand Geneva
   Resort and Spa, all of the Company-owned Budgetel Inns, the majority of
   its theatres and restaurants, and leases the remainder.  The Company also
   manages two hotel properties for third parties.  Additionally, the Company
   owns properties acquired for the future construction and operation of new
   Company operating facilities.  Some of its properties are leased from
   entities owned by principal shareholders of the Company.  All of the
   Company's properties are suitably maintained and adequately utilized to
   cover the respective business segment served.

             The operating properties owned, leased and franchised by the
   Company as of May 30, 1996 are summarized in the following table:  

   
<TABLE>
   <CAPTION>
                                                   Leased     Leased     Managed    Managed
                         Total Number               From       From        for        for        Operated 
                         of Facilities            Unrelated   Related    Related    Unrelated       By
    Business Segment     in Operation   Owned(1)   Parties    Parties    Parties    Parties     Franchisees

    <S>                      <C>         <C>         <C>         <C>        <C>         <C>          <C>
    Restaurants:

      KFC                     31          30          1          0          0           0             0

    Movie Theatres:

      Indoor                  36          23         12          1          0           0             0

    Hotels and Resorts:

      Hotels                   4           2          0          0          0           2             0

      Resorts                  1           1          0          0          0           0             0

    Motels:

      Budgetel               124          82          0          1          9           1            31

      Woodfield Suites         3           3          0          0          0           0             0
                             ---         ---        ---         --         --          --           ---
         TOTALS              199         141         13          2          9           3            31
                             ===         ===        ===         ==         ==          ==           ===
   <FN>
   ________________

   (1)  Two of the KFC restaurants, two of the movie theatres owned by the
        Company, and two of the motels are on land leased from unrelated
        parties under long-term leases.  One of the motels is on land leased
        from related parties.  The Company's partnership interests in nine
        Budgetel Inns that it manages and one movie theatre that it leases
        are not included in this column. 

   </TABLE>


             Certain of the above individual properties or facilities are
   subject to purchase money or construction mortgages or commercial lease
   financing arrangements, none of which encumbrances are considered in the
   aggregate to be material to the Company.

             Assuming exercise by the Company of all renewal and extension
   options, the terms of the Company's operating property leases expire on
   various dates, with over 90% of the leases expiring after 1997.


   Item 3.   Legal Proceedings. 

             The Company does not believe that any pending legal proceeding
   involving the Company is material to its business.  No legal proceeding
   required to be disclosed under this item was terminated during the fourth
   quarter of the Company's 1996 fiscal year. 


   Item 4.   Submission of Matters to a Vote of Security Holders. 

             No matters were submitted to a vote of the Company's
   shareholders during the fourth quarter of the Company's 1996 fiscal year.


                          EXECUTIVE OFFICERS OF COMPANY

             Each of the current executive officers of the Company is
   identified below together with information about each such officer's age,
   current position with the Company and employment history for at least the
   past five years:

        Name                              Position                 Age 

   Stephen H. Marcus           Chairman of the Board, President      
                               and Chief Executive Officer          61

   Bruce J. Olson              Group Vice President                 46

   H. Fred Delmenhorst         Vice President-Human Resources       55

   Kenneth A. MacKenzie        Chief Financial Officer and
                               Treasurer                            62

   Thomas F. Kissinger         General Counsel and Secretary        36

   Douglas A. Neis             Corporate Controller                 37

             Stephen H. Marcus became Chairman of the Board of the Company in
   December 1991.  He also served as Treasurer of the Company prior to the
   election of Mr. MacKenzie to such position in September 1987.  In December
   1988, he became the Chief Executive Officer of the Company, in addition to
   Chief Operating Officer.  Mr. Marcus has been with the Company for 35
   years.

             Bruce J. Olson has been employed in his present position with
   the Company since July 1991.  He was elected to serve on the Company's
   Board of Directors in April 1996.  Mr. Olson previously served as Vice
   President-Administration and Planning for the Company from September 1987
   until July 1991 and as Executive Vice President and Chief Operating
   Officer of Marcus Theatres Corporation from August 1978 until October
   1988, when he was appointed President of that corporation.  Mr. Olson
   joined the Company in 1974.

             H. Fred Delmenhorst has been the Vice President-Human Resources
   since he joined the Company in December 1984.

             Kenneth A. MacKenzie was elected Treasurer of the Company in
   September 1987 and Chief Financial Officer in June 1994.  He was the
   Controller of the Company or its Marcus Restaurants, Inc. subsidiary June
   1979 through September 1995.

             Thomas F. Kissinger joined the Company in August 1993 as
   Secretary and Director of Legal Affairs and in August 1995 was promoted to
   General Counsel and Secretary.  Prior thereto, Mr. Kissinger was
   associated with the law firm of Foley & Lardner for five years.

             Douglas A. Neis joined the Company in February 1986 as
   Controller of the Marcus Theatres division.  In November 1987, Mr. Neis
   was promoted to Controller of Marcus Restaurants.  In July 1991, he was
   appointed Vice President of Planning and Administration for Marcus
   Restaurants.  In September 1994, Mr. Neis was also named Director of
   Technology for the Company and in September 1995 he was elected Corporate
   Controller for the Company.

             The executive officers of the Company are generally elected
   annually by the Board of Directors after the annual meeting of
   shareholders.  Each executive officer holds office until his successor has
   been duly qualified and elected or until his earlier death, resignation or
   removal.


                                     PART II


   Item 5.  Market for the Company's Common Equity and Related Shareholder
   Matters. 

             The following data has been adjusted, where necessary, to
   retroactively adjust for the Company's three-for-two stock split effected
   in the form of a 50% stock dividend distributed on November 14, 1995.

                      Last Sale Price Range of Common Stock

              First Quarter   Second Quarter   Third Quarter  Fourth Quarter

                         Fiscal Year Ended May 30, 1996

    High       $21.33           $23.67          $28.00          $28.25

    Low        $19.08           $19.83          $22.25          $25.00

                         Fiscal Year Ended May 25, 1995

    High       $19.08           $18.67          $18.67          $20.50

    Low        $16.42           $16.67          $16.00          $17.08


             On August 9, 1996, there were 1,740 shareholders of record for
   the Common Stock and 34 shareholders of record for the Class B Common
   Stock.

             See Item 6 for information on the Company's cash dividends paid
   on its Common Stock.  Cash dividends paid on the Company's Class B Common
   Stock were $0.31 and $0.21 per share in fiscal 1996 and 1995,
   respectively.  In April 1996, the Company announced that its Board of
   Directors intended to commence paying regular quarterly dividends on or
   about the middle of February, May, August and November of each year,
   subject to future specific Board of Directors' authorization and
   declaration in each case based on, among other factors, the Company's
   financial performance and condition.


   Item 6.   Selected Financial Data.

   
<TABLE>
   <CAPTION>
                                                          Fiscal Year
                                     1996(1)      1995       1994       1993       1992          1991
    Operating Results
    (Dollars In Thousands)
    <S>                             <C>         <C>        <C>        <C>        <C>          <C>
    Revenues                        $262,287    $277,990   $242,614   $212,910   $204,297     $188,008

    Net earnings                    $ 42,307    $ 24,136   $ 22,829   $ 16,482   $ 13,289     $ 11,618

    Common Stock Data(2)                                          

    Net earnings per share          $   2.14    $   1.23   $   1.16   $   0.95   $   0.79     $   0.68

    Cash dividends per common
    share                           $   0.34    $   0.23   $   0.19   $   0.17   $   0.15     $   0.13

    Average shares outstanding
    (In Thousands)                    19,808      19,691     19,661     17,472     16,883       17,046

    Book value per share            $  12.77    $  10.94   $   9.92   $   8.93   $   7.46     $   6.81

    Financial Position (Year End)
    (In Thousands)

    Total assets                    $455,315    $407,082   $361,606   $309,455   $274,394     $255,117

    Long-term debt                  $127,135    $116,364   $107,681   $ 78,995   $100,032     $ 96,183

    Shareholders' equity            $251,248    $214,464   $193,918   $173,980   $124,874     $114,697

    Capital expenditures            $ 83,689    $ 77,083   $ 75,825   $ 47,237   $ 27,238     $ 39,861

    Financial Ratios

    Current ratio (year end)            0.62        0.41       0.67       0.90       0.73         0.65

    Debt/capitalization ratio
    (year-end)                          0.35        0.37       0.37       0.34       0.46         0.47

    Return on revenues                  16.1%        8.7%       9.4%       7.7%       6.5%         6.2%

    Return on average
    shareholders' equity                18.2%       11.8%      12.4%      11.0%      11.1%        10.5%


    <CAPTION>
                                                          Fiscal Year
                                      1990        1989       1988       1987        1986
    Operating Results
    (Dollars In Thousands)
    <S>                             <C>         <C>        <C>        <C>        <C>
    Revenues                        $176,592    $166,710   $162,393   $152,531   $141,202

    Net earnings                    $ 10,781    $ 10,042   $ 10,073   $  8,078   $  8,719

    Common Stock Data(2)

    Net earnings per share          $   0.63    $   0.58   $   0.58   $   0.47   $   0.50

    Cash dividends per common
    share                           $   0.12    $   0.11   $   0.10   $   0.10   $   0.09

    Average shares outstanding
    (In Thousands)                    17,226      17,306     17,364     17,364     17,315

    Book value per share            $   6.25    $   5.74   $   5.29   $   4.80   $   4.43

    Financial Position (Year End)
    (In Thousands)

    Total assets                    $230,789    $197,898   $181,354   $167,289   $156,343

    Long-term debt                  $ 85,563    $ 64,163   $ 56,635   $ 55,255   $ 52,316

    Shareholders' equity            $106,983    $ 98,250   $ 91,318   $ 82,952   $ 76,328

    Capital expenditures            $ 42,385    $ 34,253   $ 23,591   $ 28,234   $ 38,865

    Financial Ratios
    Current ratio (year end)            0.91        0.75       1.00       0.94       1.13

    Debt/capitalization ratio
    (year-end)                          0.45        0.41       0.40       0.41       0.42

    Return on revenues                   6.1%        6.0%       6.2%       5.3%       6.2%

    Return on average
    shareholders' equity                10.5%       10.6%      11.6%      10.1%      12.0%

   <FN>
   _______________
       (1)   Includes an after-tax gain of $14.8 million, or $0.75 per share,
             on the sale of certain restaurant locations.

       (2)   All per share and shares outstanding data have been adjusted to
             reflect stock splits in fiscal 1996, 1993 and 1987.

   </TABLE>



   Item 7.   Management's Discussion and Analysis of Financial Condition and
             Results of Operations.

   Certain statements herein constitute "forward-looking statements."  See
   "Special Note Regarding Forward-Looking Statements" included in the
   forepart of this report.

   RESULTS OF OPERATIONS

   GENERAL

             The Marcus Corporation and its four divisions report their
   consolidated and individual segment results of operations on either a 52-
   or 53-week fiscal year.  Fiscal 1996 was a 53-week fiscal year for the
   Company and its theatre division, while the Company's remaining divisions
   reported on a 52-week fiscal year.  Fiscal 1995 and 1994 were 52-week
   years for the Company and each of its divisions.  Fiscal 1997 will be a
   53-week fiscal year for the Company's motel and hotels/resorts divisions,
   while the Company and each of its other divisions will report on a 52-week
   fiscal year.

             Total consolidated revenues for fiscal 1996 were $262.3 million,
   a decrease of $15.7 million, or 5.6%, compared to fiscal 1995 consolidated
   revenues of $278.0 million.  The anticipated decline in fiscal 1996
   revenues from the prior year was due to the loss of approximately $46
   million in restaurant division revenues in fiscal 1996, resulting from the
   Company's June 1995 sale of its 18 Applebee's restaurants and February
   1995 disposition through lease of its 11 Marc's Cafe & Coffee Mill
   restaurants.  However, as described below, the loss of revenues from the
   disposition of these restaurants was substantially offset by increased
   1996 revenues by all of the Company's other divisions.  The Company
   increasingly overcame this loss of revenue throughout fiscal 1996, with
   the Company's fiscal 1996 fourth quarter revenues equal to fiscal 1995
   fourth quarter revenues.  The additional week of results reported for the
   theatre division in fiscal 1996 contributed an additional $2.0 million in
   revenues and $550,000 in operating income to the Company's fourth quarter
   and fiscal 1996 results.

             Excluding the after-tax gain of $14.8 million, or $0.75 per
   share, resulting from the Company's sale of restaurants, fiscal 1996
   earnings were $27.5 million, or $1.39 per share.  This represented a 14.1%
   increase from net earnings of $24.1 million, or $1.23 per share, in fiscal
   1995.  Including the gain from the sale of restaurants, net earnings were
   $42.3 million, or $2.14 per share, for fiscal 1996.  Weighted average
   shares outstanding were 19.8 million in fiscal 1996 and 19.7 million in
   1995.  All per share and share data in this discussion have been adjusted
   to reflect the Company's three-for-two stock split effected in the form of
   a 50% stock dividend on November 14, 1995.

             The Company's income tax expense for fiscal 1996 was $27.8
   million, an increase of $11.7 million from fiscal 1995.  The Company's
   effective tax rate for fiscal 1996 was 39.6% versus the prior fiscal
   year's 40.0%.

             Historically, the Company's first and fourth fiscal quarters
   have produced the strongest operating results, since these periods
   coincide with the typical summer seasonality of the movie theatre industry
   and the spring and summer strength of the Company's travel and food
   service businesses.

             The Company is currently in the third year of an aggressive
   multi-year expansion plan which is expected to impact all four divisions. 
   The Company's current plans include the following goals:

             -    Increasing its number of Budgetel Inns to 300 by the year
                  2000, with up to 12 new Company-owned and 16 new franchised
                  motels currently planned to be opened in fiscal 1997.  The
                  Company currently believes that much of this anticipated
                  future growth will ultimately come from its increasing
                  emphasis on opening new franchised Budgetel Inns.

             -    Continuing to expand its number of Company-owned Woodfield
                  Suites, including two new facilities in fiscal 1997.

             -    Increasing its number of movie theatre screens to 400 by
                  the year 2000, with continued expansion outside of
                  Wisconsin.  Up to 90 new screens are currently planned to
                  be opened by the Company in fiscal 1997, including the 27
                  new screens at the three theatres acquired by the Company
                  immediately after the end of fiscal 1996.  Early in fiscal
                  1997, two eight-plexes opened in Appleton and New Berlin,
                  Wisconsin, along with a four-screen addition to an existing
                  theatre in Green Bay, Wisconsin.  Currently under
                  construction is a new 20-screen ultraplex theatre in
                  Addison, Illinois.  Other current expansion plans include a
                  six-screen addition to the Company's existing 14-plex in
                  Gurnee Mills, Illinois and 17 new screens to be added to
                  existing locations in Delafield, Mequon and New Berlin,
                  Wisconsin and Addison, Illinois.

             -    Adding up to one or two hotel properties each year over the
                  next few fiscal years, either Company-owned or managed for
                  others.

             -    Expanding and enhancing the Company's KFC franchise.

             The actual number, mix and timing of potential future new
   facilities and expansions will depend in large part on continuing
   favorable industry and general economic conditions, the Company's
   financial performance and available capital, the competitive environment,
   evolving customer needs and trends, and the continued availability of
   attractive opportunities.  It is likely that the Company's expansion goals
   will continue to evolve and change in response to these and other factors
   and there can be no assurance that these current goals will be achieved.

   MOTELS

   Fiscal 1996 Versus Fiscal 1995

             Total revenues in fiscal 1996 for the motel division were $118.7
   million, an increase of $14.3 million, or 13.7%, compared to $104.4
   million in fiscal 1995.  The motel division's operating income in fiscal
   1996 totaled $36.3 million, an increase of $4.3 million, or 13.4%, over
   the division's fiscal 1995 operating income of $32.0 million.

             Average daily room rates increased by 4.2% at the Company's
   motels in fiscal 1996 compared to fiscal 1995 principally as a result of
   scheduled selective price increases and continued favorable lodging and
   general economic conditions.  The Company's motel occupancy percentage in
   fiscal 1996 fell slightly compared to fiscal 1995 but still remained well
   above industry averages.  Factors contributing to this slight decline
   included severe weather conditions and two federal government shutdowns
   during the third quarter.

             At May 30, 1996, there were 124 Budgetel Inns (93 Company owned
   or operated and 31 franchised) and three Woodfield Suites in operation,
   compared to 106 Budgetel Inns (82 Company owned and operated and 24
   franchised) and three Woodfield Suites at 1995 fiscal year end.  Eleven
   new Company-owned Budgetel locations and seven new franchised Budgetel
   locations were opened in fiscal 1996.  The Company's newly opened motels
   contributed additional revenues of $5.3 million and nominal operating
   income in fiscal 1996.  Similar comparative operating results are expected
   for new facilities to be opened in fiscal 1997.

   Fiscal 1995 Versus Fiscal 1994

             Total revenues in fiscal 1995 for the motel division were $104.4
   million, an increase of $15.4 million, or 17.2%, compared to $89.0 million
   in fiscal 1994.  The motel division's operating income in fiscal 1995
   totaled $32.0 million, an increase of $6.0 million, or 22.9%, over the
   division's fiscal 1994 operating income of $26.0 million.

             Average daily room rates increased by 6.3% at the Company's
   motels in fiscal 1995 principally as a result of increased demand from
   continued favorable lodging industry and general economic conditions.  The
   Company's motel occupancy percentage in fiscal 1995 remained consistent
   with fiscal 1994, well above industry averages.

             At the end of fiscal 1995, there were 106 Budgetel Inns and
   three Woodfield Suites in operation, compared to 98 Budgetel Inns and one
   Woodfield Suites at 1994 fiscal year end.  Together with the two new
   Woodfield Suites, the Company's new motels contributed additional revenues
   of $9.9 million and nominal operating income in fiscal 1995.

   THEATRES

   Fiscal 1996 Versus Fiscal 1995

             The theatre division's fiscal 1996 revenues were $63.7 million,
   an increase of $9.7 million, or 18.0%, over $54.0 million in fiscal 1995. 
   The division's operating income for fiscal 1996 was $15.0 million, an
   increase of $2.8 million or 23.3%, from $12.2 million in fiscal 1995.  The
   additional week of operations included in the theatre division's fiscal
   1996 results (which included the Memorial Day holiday weekend) contributed
   an additional $2.0 million to the division's fiscal 1996 revenues.

             At May 30, 1996, the Company operated 219 screens at 36
   locations in Wisconsin and Illinois, compared to 199 screens at 37
   locations at the end of fiscal 1995.  Consistent with the Company's long-
   term strategic plan to focus on operating large multi-screen theatres, the
   Company opened 27 new screens, including a new ten-plex theatre in Orland
   Park, Illinois and an eight-plex in Green Bay, Wisconsin.  Additionally,
   three theatres with a total of seven screens were closed in fiscal 1996. 
   These closed theatres had a minimal impact on fiscal 1996 operations.  The
   addition of the new screens in fiscal 1996 generated additional revenues
   of over $7.0 million compared to fiscal 1995.  Immediately after the end
   of fiscal 1996, the Company acquired an 11-screen theatre in Chicago
   Heights, Illinois and two budget-film, eight-plex theatres in the
   metropolitan Milwaukee area.  The Company also switched the emphasis of
   one of its Appleton, Wisconsin theatres from first-run movies to budget
   movies, bringing the Company's total number of budget oriented screens to
   24.  Compared to first-run theatres, budget theatres generally have lower
   box office revenues and associated film costs and higher concession sales
   as a percentage of box office.  Additionally, the Company's first family
   entertainment center opened in late July 1996 in Appleton, Wisconsin.  The
   95,000 square foot Hollywood-themed indoor amusement facility includes an
   eight-plex theatre and a restaurant, party rooms, a laser tag center,
   virtual reality games, a miniature golf course and an arcade.

             Revenues of the theatre business and the motion picture industry
   in general are heavily dependent on the general audience appeal of
   available films, together with studio marketing, advertising and support
   campaigns, factors over which the Company has no control.  Fiscal 1996
   included such box office hits as Apollo 13, Toy Story, Twister, Batman
   Forever, Grumpier Old Men and Pocahontas.  Each of these films produced
   box office receipts in excess of $1 million for the theatre division in
   fiscal 1996.  Approximately the same number of first-run films were
   released in fiscal 1996 as in fiscal 1995.  The Company exhibited five
   films which contributed box office receipts in excess of $1 million in
   fiscal 1995.

             Total box office receipts in fiscal 1996 were $44.4 million, an
   increase of $6.1 million, or 15.9%, from $38.3 million in fiscal 1995. 
   This increase can be attributed to a 9.2% increase in attendance and a
   6.0% increase in the average ticket price.  The increase in attendance in
   fiscal 1996 was due to the addition of new screens, including the new
   Orland Park ten-plex.  Attendance at the Company's other comparable
   locations was virtually the same between fiscal years.

             Vending revenues in fiscal 1996 were $17.7 million, an increase
   of $3.1 million, or 20.9%, over $14.6 million in fiscal 1995.  Vending
   revenues increased due to the increase in theatre attendance from the
   Company's added screens and the 10.4% increase in the average concession
   sales per person in fiscal 1996 from fiscal 1995.

   Fiscal 1995 Versus Fiscal 1994

             The theatre division's fiscal 1995 revenues were $54.0 million,
   an increase of $3.5 million, or 6.9%, over $50.5 million in fiscal 1994. 
   Operating income for fiscal 1995 was $12.2 million, an increase of almost
   $700,000, or 6.0%, from $11.5 million in fiscal 1994.

             At the end of fiscal 1995, the Company operated 199 screens at
   37 locations in Wisconsin and Illinois, compared to 189 screens at 36
   locations at the end of fiscal 1994.  The Company opened a new eight-plex
   theatre in Delafield, Wisconsin, in November 1994 and added two screens to
   an existing theatre in Racine, Wisconsin.  The addition of the new
   Delafield theatre for a part of the fiscal year and the operation of the
   Gurnee Mills ten-plex theatre for an entire year generated additional
   revenues of over $3.8 million compared to fiscal 1994.

             In fiscal 1995, over 160 first-run films were released, 
   including such box office hits as The Lion King, Forrest Gump, The Santa
   Clause, True Lies and Speed.  Each of these films produced box office
   receipts in excess of $1 million for the theatre division.  Approximately
   the same number of first-run films were released in fiscal 1994.  The
   Company exhibited six films which contributed box office receipts in
   excess of $1 million in fiscal 1994.

             Total box office receipts in fiscal 1995 were $38.3 million, an
   increase of $2.8 million, or 8.0%, from $35.5 million in fiscal 1994. 
   This increase can be attributed to a 3.1% increase in attendance and a
   4.8% increase in the average ticket price.  The increase in attendance was
   due solely to the addition of the new Delafield theatre for the last half
   of the fiscal year and the operation of Gurnee Mills for an entire fiscal
   year.  Attendance at other comparable locations decreased 2.0% between
   fiscal years.

             Vending revenues in fiscal 1995 were $14.6 million, an increase
   of $1 million, or 7.3%, over $13.6 million in fiscal 1994, due to the
   increase in theatre attendance and the 3.5% increase in the average
   concession sales per person in fiscal 1995 from fiscal 1994.

   HOTELS AND RESORTS

   Fiscal 1996 Versus Fiscal 1995

             Total revenues from the Company's hotels and resorts division in
   fiscal 1996 increased by $8.2 million, or 18.1%, to $53.5 million,
   compared to the $45.3 million recognized in the previous fiscal year,
   while operating income increased by $1.9 million, or 129%, to $3.4
   million, compared to the $1.5 million earned in fiscal 1995.  

             Increased occupancy at the Grand Geneva Resort & Spa as a result
   of greater market awareness and the reduction of start-up related
   expenses, together with the revenue from having the restored and renovated
   Milwaukee Hilton (formerly the Marc Plaza) open for the entire 1996 fiscal
   year and the impact of increased average daily room rates at all three of
   the Company's owned hotels, were the primary reasons for the division's
   increased fiscal 1996 revenues and operating income compared to the prior
   year. However, the amortization of the Hilton's pre-opening costs, the
   loss of revenue from the nonrenewal of the operating agreement for the
   Sheraton-Mayfair Inn, together with the effects on occupancy of adverse
   winter weather, negatively impacted the division's fiscal 1996 operating
   results.  Construction of a new central laundry facility during fiscal
   1996 is expected to reduce future housekeeping expenses for the division
   and further improve the division's profitability.

   Fiscal 1995 Versus Fiscal 1994

             Total revenues from the Company's hotels and resorts division in
   fiscal 1995 increased by $13.0 million, or 40.1%, to $45.3 million,
   compared to the $32.3 million recognized in the previous fiscal year,
   while operating income decreased by $1.1 million, or 42.2%, to $1.5
   million, compared to the $2.6 million earned in fiscal 1994.  The reason
   for the reduction in operating income was the continuing non-capitalized
   start-up and renovation expenses incurred for ongoing upgrades at the
   Grand Geneva Resort & Spa.

             The division's increase in revenues in fiscal 1995 was
   attributable principally to an 11.4% increase in occupancy rates and a
   16.5% increase in room rates.  The increase in occupancy rates was due
   primarily to generally favorable economic conditions and the increase in
   room rates was mainly due to the relatively higher room rates at the newly
   renovated Grand Geneva which was open for the entire fiscal year.  These
   factors contributed $14.2 million to the division's revenues in fiscal
   1995.  Additionally, the continuing favorable customer response to the
   fiscal 1994 renovation of the Pfister Hotel contributed positively to
   fiscal 1995 revenues, while the temporary closing of the Marc Plaza for
   major renovation and remodeling for the last half of fiscal 1995 modestly
   reduced revenues.  The remainder of the fiscal 1995 revenue increase was
   derived from an entire fiscal year of management fees from operating the
   Mead Inn and the Crowne Plaza-Northstar.  The Company elected not to renew
   its Sheraton-Mayfair Inn operating agreement for fiscal 1996.  The Marc
   Plaza Hotel reopened as the Milwaukee Hilton on June 1, 1995.

   RESTAURANTS

   Fiscal 1996 Versus Fiscal 1995

             Fiscal 1996 restaurant division revenues totaled $25.9 million,
   a decrease of $48.1 million, or 65.0%, from $74.1 million in fiscal 1995. 
   The division's operating income for fiscal 1996 was $2.0 million, a
   decrease of $1.3 million, or 40.0%, from operating income of $3.3 million
   in fiscal 1995.  The sale of the Company's Applebee's restaurants,
   together with the fiscal 1995 divestiture of the Marc's Cafe & Coffee Mill
   and other restaurants, reduced fiscal 1996 restaurant division revenues by
   approximately $46 million and reduced 1996 operating income by
   $1.2 million.  Annual rental income of approximately $1 million from
   leasing the 11 divested Marc's Cafes and one of the sold Applebee's was
   included as restaurant division revenue in fiscal 1996.

             The Company's KFC restaurants experienced a 1.4% decrease in
   aggregate revenues and a 25.0% decrease in aggregate operating income
   during fiscal 1996 compared to fiscal 1995.  The decreased revenues were
   the result of the loss of $1.0 million in revenues from the closure of
   four underperforming KFC restaurants during fiscal 1996.  The decrease in
   operating income was almost entirely the result of start-up costs
   associated with the introduction of home delivery services.  Same-store
   KFC restaurants sales increased 4.3% during fiscal 1996 compared to fiscal
   1995 because guest counts increased 3.3% due to increased lunch-time
   traffic, the introduction of home delivery service and the introduction of
   several new franchisor products.  Average check amounts increased over
   fiscal 1995 levels.  The Company opened a new KFC during the fiscal 1996
   fourth quarter and, at the end of fiscal 1996, operated 31 KFC restaurants
   compared to 34 at the end of fiscal 1995.  The Company is currently
   exploring various KFC expansion and acquisition opportunities.

   Fiscal 1995 Versus Fiscal 1994

             During fiscal 1995, the Company divested 11 Marc's Cafe & Coffee
   Mill restaurants by leasing the restaurants to a group of former
   restaurant division employees and closed its three remaining Marc's Big
   Boy, two Big Boy Expresses, one KFC and one Original Gino's East of
   Chicago restaurants.

             Restaurant division revenues totaled almost $74.1 million for
   fiscal 1995, an increase of almost $3.7 million, or 5.2%, from $70.4
   million in fiscal 1994.  The revenue increase was due almost entirely to
   the Company's five newly opened Applebee's, the operation of three
   additional Applebee's for an entire fiscal year, and increasing customer
   counts and average check amounts at the Company's 10 continuing Applebee's
   and 34 KFC restaurants.  The division's operating income for fiscal 1994
   was $3.3 million, an increase of $1.8 million, or 121.3%, from operating
   income of $1.5 million in fiscal 1994.  Fiscal 1995 operating income
   improvements were derived principally from improved same store sales at
   continuing Applebee's and KFCs and expense savings realized from divesting
   its underperforming restaurants.

             The Company's KFC operating income increased significantly in
   fiscal 1995 over fiscal 1994.  KFC's decreased fiscal 1995 guest counts
   were more than offset by an increase in average check amounts, resulting
   in a same store sales increase of 1.7% in fiscal 1995 over fiscal 1994. 
   The Company believes that this result was largely caused by the focus of
   the franchisor's promotional campaign on higher priced family meals.  The
   Company closed one underperforming KFC restaurant in fiscal 1995.

   FINANCIAL CONDITION

             The Company's lodging, movie theatre and restaurant businesses
   each generate significant and consistent daily amounts of cash because
   each segment's revenue is derived predominantly from consumer cash
   purchases.  The Company believes that these consistent and predictable
   cash sources, together with the availability to the Company of $44.5
   million in unused credit lines at fiscal 1996 year end, should be adequate
   to support the ongoing operational liquidity needs of the Company's
   businesses.

             Net cash provided by operating activities decreased by $15.8
   million, or 27.5%, in fiscal 1996 to $41.8 million compared to $57.6
   million in fiscal 1995.  The decrease was primarily the result of
   approximately $10 million of income taxes incurred on the gain on the sale
   of restaurants, combined with timing differences in the payment of
   accounts payable and receipt of accounts receivable.

             Net cash used in investing activities decreased by $27.4
   million, or 40.1%, to $40.8 million in fiscal 1996.  The net proceeds of
   $48.9 million from disposals of property, equipment and other assets
   (principally from the sale of Applebee's) more than offset increased
   advances to joint ventures and a $6.6 million, or 8.6%, increase in
   capital expenditures.  Capital expenditures in fiscal 1996 included $51.5
   million spent on motel division capital projects, $20.3 million on theatre
   division projects and $8.0 million on hotels and resorts division
   projects.  In fiscal 1995, $32.9 million was spent on motel division
   projects, $11.0 million on theatre division projects, $27.2 million on
   hotels and resorts division projects and $5.9 million on restaurant
   division projects.

             Principally as a result of funding a portion of the Company's
   fiscal 1996 facility expansions and renovations, the Company's total debt
   increased to $136.2 million at the close of fiscal 1996, compared to
   $125.6 million at the end of fiscal 1995, primarily through increased
   borrowings on its lines of credit.  Net cash provided by financing
   activities was $5.7 million in fiscal 1996, a decrease of $3.7 million, or
   39.2%, from fiscal 1995, as the Company financed more of its capital
   requirements from cash generated from operating and investing activities. 
   The Company issued $19.6 million of new notes payable and long-term debt
   in fiscal 1996 compared to $18.0 million in the prior year and made $7.9
   million of debt principal payments in fiscal 1996 compared to $4.5 million
   in fiscal 1995.  The Company's debt-capitalization ratio was 0.35 at May
   30, 1996, compared to 0.37 at the prior fiscal year end.

             Total capital expenditures (including normal continuing capital
   maintenance projects) of $83.7 million and $77.1 million were incurred in
   fiscal 1996 and 1995, respectively.  Total capital expenditures in fiscal
   1997 are expected to exceed fiscal 1996 expenditures and are expected to
   be funded by cash generated from operations and additional debt, including
   potentially up to $85 million of additional institutional debt.



 
  Item 8.   Financial Statements and Supplementary Data. 


                         REPORT OF INDEPENDENT AUDITORS

   The Board of Directors and Shareholders
    of The Marcus Corporation

   We have audited the accompanying consolidated balance sheets of The Marcus
   Corporation (the Company) as of May 30, 1996 and May 25, 1995, and the
   related consolidated statements of earnings, shareholders' equity and cash
   flows for each of the three years in the period ended May 30, 1996.  These
   financial statements are the responsibility of the Company's management.
   Our responsibility is to express an opinion on these financial statements
   based on our audits.

   We conducted our audits in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are
   free of material misstatement.  An audit includes examining, on a test
   basis, evidence supporting the amounts and disclosures in the financial
   statements.  An audit also includes assessing the accounting principles
   used and significant estimates made by management, as well as evaluating
   the overall financial statement presentation.  We believe that our audits
   provide a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
   in all material respects, the consolidated financial position of the
   Company at May 30, 1996 and May 25, 1995, and the consolidated results of
   its operations and its cash flows for each of the three years in the
   period ended May 30, 1996, in conformity with generally accepted
   accounting principles.

   As discussed in Note 7 to the consolidated financial statements, effective
   May 28, 1993, the Company changed its method of accounting for income
   taxes.

   Milwaukee, Wisconsin                                     ERNST & YOUNG LLP
   July 19, 1996


   
<PAGE>
                             THE MARCUS CORPORATION

                           CONSOLIDATED BALANCE SHEETS


                                                   May 30, 1996  May 25, 1995
                                                          (In Thousands)
   ASSETS
   CURRENT ASSETS:
     Cash and cash equivalents                         $ 15,466     $  8,798
     Accounts and notes receivable (Note 3)               8,780        6,166
     Receivables from joint ventures (Note 9)             4,890        1,861
     Other current assets                                 2,463        4,817
                                                       --------     --------
   Total current assets                                  31,599       21,642

   PROPERTY AND EQUIPMENT, net (Note 3)                 411,563      374,284

   OTHER ASSETS:
     Investments in joint ventures (Notes 8 and 9)        1,295          629
     Other (Note 10)                                     10,858       10,527
                                                       --------     --------
   Total other assets                                    12,153       11,156
                                                       --------     --------
   Total assets                                        $455,315     $407,082
                                                       ========     ========
   LIABILITIES AND SHAREHOLDERS' EQUITY
   CURRENT LIABILITIES:
     Notes payable (Note 9)                            $  5,555     $  4,452

     Accounts payable                                    15,646       17,886
     Income taxes                                         1,393        2,069
     Taxes other than income taxes                        8,323        9,091
     Accrued compensation                                 1,380        1,458
     Other accrued liabilities                            9,352        8,052
     Current maturities on long-term debt (Note 4)        9,069        9,245
                                                       --------     --------
   Total current liabilities                             50,718       52,253

   LONG-TERM DEBT (Note 4)                              127,135      116,364

   DEFERRED INCOME TAXES (Note 7)                        20,027       19,957

   DEFERRED COMPENSATION AND OTHER (Note 6)               6,187        4,044

   COMMITMENTS, LICENSE RIGHTS AND CONTINGENCIES
    (Note 8)

   SHAREHOLDERS' EQUITY (Note 5):
     Preferred Stock, $1 par; authorized 
      1,000,000 shares; none issued
     Common Stock:
       Common Stock, $1 par; authorized 30,000,000 
        shares; issued 11,529,962 shares in 1996 
        and 7,522,368 shares in 1995                     11,530        7,522
       Class B Common Stock, $1 par; authorized 
        20,000,000 shares; issued and outstanding 
        8,856,605 shares in 1996 and 6,068,952 
        shares in 1995                                    8,857        6,069
     Capital in excess of par                            38,832       45,154
     Retained earnings                                  195,643      159,675
                                                       --------     --------
                                                        254,862      218,420
     Less cost of Common Stock in treasury 
      (718,352 shares in 1996 and 
       525,847 shares in 1995)                            3,614        3,956
                                                       --------     --------
   Total shareholders' equity                           251,248      214,464
                                                       --------     --------
   Total liabilities and shareholders' equity          $455,315     $407,082
                                                       ========     ========
   See accompanying notes.

   
<PAGE>
                             THE MARCUS CORPORATION

                       CONSOLIDATED STATEMENTS OF EARNINGS

                         THREE YEARS ENDED MAY 30, 1996

                                         May 30,     May 25,     May 26,
                                             1996      1995       1994    
                                      (In Thousands, Except Per Share Data)
   REVENUES:
     Rooms and telephone                 $137,961    $119,705    $100,691 
     Food and beverage                     43,193      89,755      81,948 
     Theatre operations                    63,099      53,733      50,263 
     Other income                          18,034      14,797       9,712 
                                          -------     -------     -------
   Total revenues                         262,287     277,990     242,614 

   COSTS AND EXPENSES:
     Rooms and telephone                   51,346      42,780      37,100 
     Food and beverage                     32,014      69,137      63,470 
     Theatre operations                    38,055      32,612      30,212 
     Advertising and marketing             15,273      16,241      13,348 
     Administrative                        25,532      23,080      21,569 
     Depreciation and amortization         25,117      23,570      20,385 
     Rent (Note 8)                          2,461       3,727       3,572 
     Property taxes                         9,416       9,488       8,873 
     Other operating expenses              11,258      10,560       6,201 
                                          -------     -------     -------
   Total costs and expenses               210,472     231,195     204,730 
                                          -------     -------     -------
   OPERATING INCOME                        51,815      46,795      37,884 

   OTHER INCOME (LOSS):
     Investment income                      2,378       1,525       2,162 
     Interest expense                      (8,696)     (8,587)     (6,931)
     Gain on disposition of property 
      and equipment (Note 2)               24,595         463       1,539 
                                          -------     -------     -------
                                           18,277      (6,599)     (3,230)
                                          -------     -------     -------
   EARNINGS BEFORE INCOME TAXES AND
     CHANGE IN ACCOUNTING PRINCIPLE        70,092      40,196      34,654 
   INCOME TAXES (Note 7)                   27,785      16,060      13,607 
                                          -------     -------     -------
   EARNINGS BEFORE CHANGE IN
     ACCOUNTING PRINCIPLE                  42,307      24,136      21,047 

   CUMULATIVE EFFECT OF CHANGE IN
     ACCOUNTING FOR INCOME TAXES
     (Note 7)                                   -           -       1,782 
                                          -------     -------     -------
   NET EARNINGS                          $ 42,307    $ 24,136    $ 22,829 
                                           ======      ======      ======
   EARNINGS PER SHARE:
     Earnings before change in 
     accounting principle                   $2.14       $1.23       $1.07 
     Cumulative effect of change in 
     accounting for income taxes                -           -         .09 
                                          -------     -------     -------
     Net earnings                           $2.14       $1.23       $1.16 
                                           ======      ======      ======
   WEIGHTED AVERAGE SHARES
     OUTSTANDING (Note 5)                  19,808      19,691      19,661 
                                           ======      ======      ======
   See accompanying notes.

   
<PAGE>
   
<TABLE>
                             THE MARCUS CORPORATION

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                         THREE YEARS ENDED MAY 30, 1996

   <CAPTION>
                                                                     Class B    Capital
                                                         Common      Common    in Excess      Retained       Treasury
                                                          Stock       Stock     of Par        Earnings         Stock  
                                                                             (In Thousands)

   <C>                                                  <S>          <S>        <S>           <S>             <S>
   BALANCES AT MAY 27, 1993                             $ 7,269      $6,322     $44,557       $120,429        $(4,597)
     Cash dividends:
       $.17 per share Class B Common Stock                    -           -           -         (1,609)             - 
       $.19 per share Common Stock                            -           -           -         (1,872)             - 
     Exercise of stock options                                -           -         (38)             -            389 
     Purchase of treasury stock                               -           -           -              -           (148)
     Savings and profit-sharing contribution                  -           -         224              -            160 
     Reissuance of treasury stock                             -           -           2              -              1 
     Conversion of Class B Common Stock                      97         (97)          -              -              - 
     Net earnings for the year                                -           -           -         22,829              - 
                                                         ------      ------      ------        -------         ------
   BALANCES AT MAY 26, 1994                               7,366       6,225      44,745        139,777         (4,195)
     Cash dividends:
       $.21 per share Class B Common Stock                    -           -           -         (1,924)             - 
       $.23 per share Common Stock                            -           -           -         (2,314)             - 
     Exercise of stock options                                -           -           -              -            186 
     Savings and profit-sharing contribution                  -           -         404              -             49 
     Reissuance of treasury stock                             -           -           5              -              4 
     Conversions of Class B Common Stock                    156        (156)          -              -              - 
     Net earnings for the year                                -           -           -         24,136              - 
                                                         ------      ------      ------        -------         ------
   BALANCES AT MAY 25, 1995                               7,522       6,069      45,154        159,675         (3,956)
     Cash dividends:
       $.31 per share Class B Common Stock                    -           -           -         (2,770)             - 
       $.34 per share Common Stock                            -           -           -         (3,559)             - 
     Three-for-two stock split                            3,764       3,032      (6,796)           (10)             - 
     Exercise of stock options                                -           -         118              -            403 
     Purchase of treasury stock                               -           -           -              -           (145)
     Savings and profit-sharing contribution                  -           -         350              -             83 
     Reissuance of treasury stock                             -           -           6              -              1 
     Conversions of Class B Common Stock                    244        (244)          -              -              - 
     Net earnings for the year                                -           -           -         42,307              - 
                                                         ------      ------      ------        -------         ------
   BALANCES AT MAY 30, 1996                             $11,530      $8,857     $38,832       $195,643        $(3,614)
                                                        =======      ======     =======       ========        =======
   </TABLE>


   See accompanying notes.

   
<PAGE>
   
<TABLE>
                                                       THE MARCUS CORPORATION

                                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   THREE YEARS ENDED MAY 30, 1996

   <CAPTION>
                                                                      May 30,             May 25,             May 26,
                                                                       1996                1995                1994
   OPERATING ACTIVITIES
   <S>                                                                <C>                 <C>                 <C>
   Net earnings                                                       $42,307             $24,136             $22,829 
   Adjustments to reconcile net earnings to net cash
     provided by operating activities:
       Earnings on investments in joint ventures, net
        of distributions                                                 (406)                 33                 308 
       Gain on disposition of property and equipment                  (24,595)               (463)             (1,539)
       Depreciation and amortization                                   25,117              23,570              20,385 
       Deferred income taxes                                               70               3,958               1,643 
       Deferred compensation and other                                  2,143                 703                 901 
       Contribution of Company stock to savings and
        profit-sharing plan                                               433                 453                 384 
       Changes in assets and liabilities:
        Accounts and notes receivable                                  (2,614)                193                (862)
        Other current assets                                            1,767              (1,768)             (1,375)
        Accounts payable                                               (2,240)              4,638               6,398 
        Income taxes                                                     (676)               (727)              2,535 
        Taxes other than income taxes                                    (768)              1,784                 (12)
        Accrued compensation                                              (78)                 10                (106)
        Other accrued liabilities                                       1,300               1,074               1,272 
                                                                      -------             -------             -------
   Total adjustments                                                     (547)             33,458              29,932 
   Cumulative effect of change in accounting for
     income taxes (Note 7)                                                  -                   -              (1,782)
                                                                      -------             -------             -------
   Net cash provided by operating activities                           41,760              57,594              50,979 

   INVESTING ACTIVITIES
   Capital expenditures                                               (83,689)            (77,083)            (75,825)
   Net proceeds from disposals of property, equipment and
     other assets                                                      48,914               1,695               3,349 
   Purchase of interest in joint ventures, net of cash acquired          (260)                  -                (692)
   Loan to affiliated hotel                                                 -                   -              (2,860)
   (Increase) decrease in other assets                                 (2,770)              1,049              (1,986)
   Cash received from (advanced to) joint ventures                     (3,029)              6,122               2,389 
                                                                      -------             -------             -------
   Net cash used in investing activities                              (40,834)            (68,217)            (75,625)

   FINANCING ACTIVITIES
   Debt transactions:
     Net proceeds from issuance of notes payable and 
       long-term debt                                                  19,603              17,984              64,650 
     Principal payments on notes payable and long-term debt            (7,905)             (4,494)            (42,594)
   Equity transactions:
     Treasury stock transactions, except for stock options               (138)                  9                (145)
     Exercise of stock options                                            521                 186                 351 
     Dividends paid                                                    (6,339)             (4,238)             (3,481)
                                                                      -------             -------             -------
   Net cash provided by financing activities                            5,742               9,447              18,781 
                                                                      -------             -------             -------
   Net increase (decrease) in cash and cash equivalents                 6,668              (1,176)             (5,865)
   Cash and cash equivalents at beginning of year                       8,798               9,974              15,839 
                                                                      -------             -------             -------
   Cash and cash equivalents at end of year                           $15,466             $ 8,798             $ 9,974 
                                                                      =======             =======             =======
   </TABLE>


   See accompanying notes.

   
<PAGE>
                             THE MARCUS CORPORATION 

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  May 30, 1996

   1.  Description of Business and Summary of Significant Accounting Policies

   Description of Business - The Marcus Corporation and its subsidiaries (the
   Company) operates principally in four business segments:

     Motels:         Operates and franchises lodging facilities under the 
                     names Budgetel Inns and Woodfield Suites, primarily 
                     located in the eastern half of the United States.

     Theatres:       Operates multi-screen motion picture theatres in
                     Wisconsin and Illinois.

     Hotels/Resorts: Owns and operates full service hotels and resorts in
                     Wisconsin and manages full service hotels in Wisconsin
                     and Minnesota.

     Restaurants:    Operates KFC restaurants under a license agreement for
                     certain areas in the state of Wisconsin.

   Principles of Consolidation - The consolidated financial statements
   include the accounts of The Marcus Corporation and all of its
   subsidiaries. Investments in 50%-owned affiliates are accounted for on the
   equity method. All intercompany accounts and transactions have been
   eliminated in consolidation.

   Fiscal Year - The Company reports on a 52/53-week year ending the last
   Thursday of May. The Theatres and Corporate segments had a 53-week year in
   fiscal 1996. All other segments in 1996 and all segments in fiscal 1995
   and 1994 had 52-week years.

   Cash Equivalents - The Company considers all highly liquid investments
   with maturities of three months or less when purchased to be cash
   equivalents. Cash equivalents are carried at cost, which approximates
   market.

   Inventories - Inventories, consisting principally of food and beverages,
   are stated at average cost or at first-in, first-out cost.

   Preopening Costs - Certain costs incurred prior to opening new or
   remodeled motels and remodeled hotels are deferred and charged to
   operations over the 12 months subsequent to the opening. Similar expenses
   incurred in connection with the opening and remodeling of theatres and all
   restaurants are deferred and charged to operations at the time of opening.

   Depreciation and Amortization - Depreciation and amortization of property
   and equipment is provided using the straight-line method over the
   following estimated useful lives:

                                                         Years 
               Land improvements                       10 -  39
               Buildings and improvements              10 -  39
               Leasehold improvements                   3 -  39
               Furniture, fixtures and equipment        3 -  15

   Recent Accounting Pronouncements  -  In March 1995, the Financial
   Accounting Standards Board (FASB) issued Statement of Financial Accounting
   Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived
   Assets and for Long-Lived Assets to be Disposed Of," which requires
   impairment losses to be recorded on long-lived assets used in operations
   when indicators of impairment are present and the undiscounted cash flows
   estimated to be generated by those assets are less than the assets'
   carrying amount.  Statement No. 121 also addresses the accounting for
   long-lived assets that are expected to be disposed of.  The Company will
   adopt Statement No. 121 in the first quarter of fiscal 1997, and based on
   current circumstances, does not believe the effect of adoption will be
   material.

   During October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-
   Based Compensation," which will be effective for the Company beginning May
   31, 1996.  SFAS No. 123 requires expanded disclosures of stock-based
   compensation arrangements with employees and encourages (but does not
   require) compensation cost to be measured based on the fair value of the
   equity instrument awarded. Companies are permitted, however, to continue
   to apply Accounting Principles Board (APB) Opinion No. 25, which
   recognized compensation cost based on the intrinsic value of the equity
   instrument award. The Company will continue to apply APB Opinion No. 25 to
   its stock-based compensation awards to employees.

   Advertising and Marketing Costs - The Company expenses all advertising and
   marketing costs as incurred.

   Net Earnings Per Share - Net earnings per share were computed based on the
   weighted average number of shares of Common Stock, Class B Common Stock
   and common stock equivalents (stock options) outstanding during the year.

   Capitalization of Interest - The Company capitalizes interest during
   construction periods by adding such interest to the cost of property and
   equipment. Interest of approximately $1,119,000, $867,000 and $726,000 was
   capitalized in fiscal 1996, 1995 and 1994, respectively.

   Use of Estimates - The preparation of financial statements in conformity
   with generally accepted accounting principles requires management to make
   estimates and assumptions that affect the amounts reported in the
   financial statements and accompanying notes. Actual results could differ
   from those estimates.

   Reclassifications - Certain items in the accompanying fiscal 1995 and 1994
   financial statements have been reclassified to conform to the fiscal 1996
   presentation.

   2.  Disposition of Restaurant Properties

   Pursuant to an asset purchase agreement dated April 12, 1995, the Company
   completed the sale of its 18 existing Applebee's Neighborhood Grill & Bar
   restaurants (Applebee's), two Applebee's under construction, five
   Applebee's under development and its development rights for Applebee's to
   Apple South, Inc. (the Purchaser).  On June 5, 1995, the Company entered
   into a management agreement with the Purchaser, whereby the Purchaser
   would commence immediately managing, operating and assuming all of the
   Company's existing operating and development responsibilities related to
   the Company's Applebee's restaurant operations.  The Purchaser was
   entitled to all profits of the restaurants since June 5, 1995, as
   reimbursement for its management service. 

   On June 30, 1995, proceeds from the sale of approximately $48.3 million
   were received in cash. The Company realized a net pretax gain of $25.4
   million.  Revenues and operating income from the Company's Applebee's
   operations were not significant in fiscal 1996 and were as follows in
   fiscal 1995 and 1994:
                                       Year ended        
                                  May 25,      May 26,
                                   1995         1994 
                                     (In Thousands)     
    Revenues                     $35,574       $24,438
    Operating Income               2,250           983

   On February 27, 1995, the Company leased 11 of its Marc's Cafe and Coffee
   Mill restaurants to a group led by former members of the restaurants'
   management team.  The lease terms, which include certain buyout
   incentives, differ for each location with the leases expiring on various
   dates through February 28, 2001.  Revenues related to the Company's
   operation of the 11 restaurants were $10,169,000 and $14,958,000 for
   fiscal years ended May 25, 1995 and May 26, 1994, respectively.

   3.  Additional Balance Sheet Information

   The composition of accounts and notes receivable is as follows:

                                                May 30,     May 25,
                                                 1996        1995  
                                                  (In Thousands)

   Trade receivables                            $4,981      $2,667
   Notes receivable                                798         758
   Other receivables                             3,001       2,741
                                                ------       -----
                                                $8,780      $6,166
                                                ======      ======

   The composition of property and equipment, which is stated at cost, is as
   follows:
                                                  May 30,       May 25,
                                                   1996          1995  
                                                     (In Thousands)

   Land and improvements                         $ 60,177      $ 54,740
   Buildings and improvements                     329,458       290,219
   Leasehold improvements                           5,688         7,562
   Furniture, fixtures and equipment              137,305       128,035
   Construction in progress                        22,336        27,434
                                                 --------      -------- 
   Total property and equipment                   554,964       507,990
   Less accumulated depreciation and
    amortization                                  143,401       133,706
                                                 --------      --------
                                                 $411,563      $374,284
                                                 ========      ========

   4. Long-Term Debt

   Long-term debt is summarized as follows:
  
                                                 May 30,         May 25,
                                                  1996            1995  
                                                      (In Thousands)

   Mortgage notes due to 2001                  $  9,890        $ 10,513
   Senior notes, unsecured, due 2005 
    at 10.22%                                    25,665          27,298
   Industrial Development Revenue Bonds
    due to 2006                                   7,459           9,814
   Unsecured term notes                          57,719          60,000
   Commercial paper                              11,971          12,984
   Revolving credit agreements                   23,500           5,000
                                               --------        --------
                                                136,204         125,609
   Less current maturities                        9,069           9,245
                                               --------        --------
                                               $127,135        $116,364
                                               ========        ========

   Substantially all of the mortgage notes, both fixed rate and adjustable,
   bear interest from 7.16% to 9.25% at May 30, 1996. Adjustable rate
   Industrial Development Revenue Bonds ($3,579,000 at May 30, 1996) bear
   interest at 76.5% of prime plus 1% (7.31% at May 30, 1996), or are
   adjustable based on high quality tax-exempt obligation rates
   (approximately 3.75% at May 30, 1996). The Company's remaining Industrial
   Development Revenue Bonds bear interest at 6.3% or 8.8%.

   The mortgage notes and the Industrial Development Revenue Bonds are
   secured by the related land, buildings and equipment.

   The Company has three unsecured term notes outstanding, as follows:


                                                    May 30,     May 25,
                                                     1996        1995
                                                      (In Thousands)
   Note due May 31, 2004, with quarterly
       principal payments of $781,250. The
       variable interest rate is based on
       the LIBOR rate with an effective rate
       of 5.88% at May 30, 1996.                   $24,219     $25,000

   Note due February 1, 2001, with quarterly
       principal payments of $714,286 due
       beginning May 1, 1997.  The variable  
       interest rate is based on the LIBOR
       rate with an effective rate of 6.66%
       at May 30, 1996.                             20,000      20,000

   Note due November 1, 2000, with quarterly
       principal payments of $750,000. The
       variable interest rate is based on
       the LIBOR rate with an effective rate
       of 6.21% at May 30, 1996.                    13,500      15,000
                                                   -------     -------
                                                   $57,719     $60,000
                                                   =======     =======

   The Company issues commercial paper through an agreement with a bank.  The
   agreement requires the Company to maintain unused bank lines of credit at
   least equal to the principal amount of its outstanding commercial paper. 
   At May 30, 1996, after reduction for outstanding commercial paper
   borrowings, the Company had $44,529,000 of unused credit lines available
   under various bank revolving credit agreements. The weighted average
   interest rate on amounts outstanding under the revolving credit agreements
   was 6.4% at May 30, 1996. There is an annual commitment fee of .25% of the
   unused portion of $65,000,000 of these commitments. Interest on
   outstanding commercial paper borrowings at May 30, 1996, ranged from 5.5%
   to 5.6%. The Company has the ability to replace commercial paper
   borrowings with long-term borrowings under its revolving credit agreement,
   which matures October 31, 1997. Accordingly, the Company has classified
   its outstanding commercial paper borrowings at May 30, 1996, as long-term
   debt. 

   Scheduled annual principal payments on long-term debt for the five years
   subsequent to May 30, 1996, are:

                       Fiscal
                        Year               (In Thousands)

                        1997                 $  9,069
                        1998                   37,669
                        1999                   27,296
                        2000                   13,165
                        2001                   12,017

   Interest paid, net of amounts capitalized, in 1996, 1995 and 1994 totaled
   $8,272,000, $8,610,000, and $7,266,000, respectively.

   Two swap agreements covering $15,000,000 were terminated during 1995 at a
   loss of $185,000. The remaining swap agreement covering $13,500,000, which
   is reduced by $750,000 quarterly, expires October 31, 2000, and requires
   the Company to pay interest at a defined fixed rate of 5.08% while
   receiving interest at a defined variable rate of three-month LIBOR (5.47%
   at May 30, 1996), which effectively converts $13,500,000 of the Company's
   variable rate unsecured term notes to a fixed rate. The Company recorded
   the net interest expense (income) related to these swap agreements as
   incurred, totaling ($96,000), $61,000 and $94,000 in 1996, 1995 and 1994,
   respectively. The accompanying consolidated balance sheet at May 30, 1996,
   does not reflect the fair market value of the remaining swap agreement as
   determined by the lender, which totals approximately $457,000.

   The carrying amounts of the Company's long-term debt, based on the
   respective rates and prepayment provisions of the senior notes,
   approximate their fair value.

   5. Shareholders' Equity

   The Company's Board of Directors declared a three-for-two stock split,
   effected in the form of a 50% stock dividend, distributed on November 14,
   1995, to all holders of Common and Class B Common Stock. All per share,
   weighted average shares outstanding and stock option data prior to
   November 14, 1995, have been adjusted to reflect this dividend.

   Shareholders may convert their shares of Class B Common Stock into shares
   of Common Stock at any time.  Class B Common Stock shareholders are
   substantially restricted in their ability to transfer their Class_B Common
   Stock. Holders of Common Stock are entitled to cash dividends per share
   equal to 110% of all dividends declared and paid on each share of the
   Class B Common Stock. Holders of Class_B Common Stock are entitled to ten
   votes per share while holders of Common Stock are entitled to one vote per
   share on any matters brought before the shareholders of the Company. 
   Liquidation rights are the same for both classes of stock.

   Shareholders have approved the issuance of up to 1,668,750 shares of
   Common Stock under various stock option plans.  The options generally
   become exercisable 40% after two years, 60% after three years and 80%
   after four years.  The remaining options are exercisable four and one-half
   years after the date of the grant.  At May 30, 1996, there were 895,063
   shares available for grants under the plans.

   Transactions with respect to the Company's stock option plans for each of
   the three years in the period ended May 30, 1996, are summarized as
   follows:

                                       Price Range         Number of Shares

   Outstanding at May 27, 1993        $ 4.67 - $10.00           319,748 
     Granted                          $13.83 - $18.00           211,275 
     Exercised                        $ 4.67 - $10.00           (48,128)
     Canceled                         $ 4.67 - $10.00           (42,323)
                                                               --------
   Outstanding at May 26, 1994        $ 4.67 - $18.00           440,572 
     Granted                          $17.75 - $19.17           125,550 
     Exercised                        $ 4.67 - $10.00           (25,815)
     Canceled                         $ 5.11 - $18.00           (66,735)
                                                               --------
   Outstanding at May 25, 1995        $ 4.67 - $19.17           473,572 
     Granted                          $17.25 - $25.75           124,825 
     Exercised                        $ 4.67 - $18.00           (59,296)
     Canceled                         $ 5.11 - $19.50           (32,820)
                                                               --------
   Outstanding at May 30, 1996        $ 4.67 - $25.75           506,281 
                                                               ========
   Shares exercisable at May 30, 1996                           144,206
                                                               ========

   The Company's Board of Directors has approved the repurchase of up to
   1,125,000 shares of Common Stock to be held in treasury. The Company
   intends to reissue these shares upon the exercise of stock options and for
   savings and profit-sharing contributions. The Company purchased 7,127 and
   9,251 shares pursuant to this plan during 1996 and 1994, respectively.
   There were no purchases in 1995. At May 30, 1996, there were 347,680
   shares available for repurchase under this authorization.

   The Company's loan agreements include, among other covenants, restrictions
   on retained earnings and maintenance of certain financial ratios. At May
   30, 1996, retained earnings of approximately $69,042,000 were
   unrestricted.


   6. Employee Benefit Plans

   The Company has a qualified profit-sharing savings plan (401(k) plan)
   covering eligible employees. The 401(k) plan provides for a contribution
   of a minimum of 1% of defined compensation for all plan participants and
   matching of 25% of employee contributions up to 6% of defined
   compensation. In addition, the Company may make additional discretionary
   contributions. The Company also sponsors unfunded nonqualified defined
   benefit and deferred compensation plans. Pension and profit-sharing
   expense for all plans was $1,355,000, $917,000 and $1,138,000 for 1996,
   1995 and 1994, respectively.

   7. Income Taxes

   Income tax expense consists of the following:

                                               Year ended
                             May 30, 1996     May 25, 1995     May 26, 1994
                                             (In Thousands)
   Currently payable:
     Federal                    $22,347          $ 9,273          $ 9,470
     State                        5,368            2,829            2,494
   Deferred                          70            3,958            1,643
                                -------          -------          -------
                                $27,785          $16,060          $13,607
                                =======          =======          =======

   Effective May 28, 1993, the Company adopted the provisions of Statement of
   Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
   which requires recognition of deferred tax assets and liabilities for the
   expected future tax consequences of events that have been included in the
   financial statements or tax returns. Under this method, deferred tax
   assets and liabilities are determined based on the difference between the
   financial statement and tax basis of assets and liabilities using enacted
   tax rates for the year in which the differences are expected to reverse.

   As of May 28, 1993, the Company recorded a tax benefit of $1,782,000, or
   $.09 per share, which represents the net change in its deferred income tax
   assets and liabilities at that date. Such amount has been reflected in the
   1994 consolidated statement of earnings as the cumulative effect of change
   in accounting for income taxes. 

   The components of the net deferred tax liability were as follows:

                                             May 30, 1996    May 25, 1995
                                                     (In Thousands)
   Deferred tax assets:
     Accrued employee benefits                   $ 1,297      $   787
     Other accrued liabilities                       263          294
   Total deferred assets                           1,560        1,081
                                                 -------      -------
    Deferred tax liability  
     Depreciation and amortization                21,587       21,038
                                                 -------      -------
   Net deferred tax liability included
     in balance sheet                            $20,027      $19,957
                                                 =======      =======

   A reconciliation of the statutory federal tax rate to the effective tax
   rate follows:
                                                  Year ended
                                     May 30, 1996 May 25, 1995 May 26, 1994

   Expected tax expense:                  35.0%       35.0%       35.0%
        State income taxes, net of
        federal income tax benefit         5.1         5.3         5.3   
        Jobs tax credits                     -         (.3)        (.6)  
        Other                              (.5)          -         (.4)  
                                          -----       -----       -----
                                          39.6%       40.0%       39.3%
                                          =====       =====       =====

   Income taxes paid in 1996, 1995 and 1994 totaled $28,391,000, $12,830,000
   and $9,445,000, respectively.

   8. Commitments, License Rights and Contingencies

   Lease Commitments   The Company leases real estate under various
   noncancellable operating leases with an initial term greater than one
   year. Percentage rentals are based on the revenues at the specific rented
   property. Rent expense charged to operations under these leases was as
   follows:
                                               Year ended
                                  May 30, 1996   May 25, 1995  May 26, 1994
                                                (In Thousands)
   Fixed minimum rentals               $2,287         $2,358       $2,519 
   Percentage rentals                     356          1,551        1,218 
   Sublease rental income                (182)          (182)        (165)
                                       ------         ------       ------
                                       $2,461         $3,727       $3,572 
                                       ======         ======       ======

   Payments to affiliated parties for lease obligations were approximately
   $268,000, $335,000 and $390,000 in 1996, 1995 and 1994, respectively.

   Aggregate minimum rental commitments at May 30, 1996, are as follows, in
   thousands:

                    Fiscal Year

                       1997                    $ 1,505
                       1998                      1,348
                       1999                      1,265
                       2000                      1,218
                       2001                      1,245
                       After 2001               11,464
                                               -------
                                               $18,045
                                               =======

   Included in the above commitments is $1,906,000 in minimum rental
   commitments to affiliated parties.

   Commitments - The Company has commitments for the completion of
   construction at various properties and the purchase of various properties
   totaling approximately $37,000,000 at May 30, 1996.

   License Rights - The Company owns the license rights in certain areas to
   operate its restaurants and to sell products using the KFC trademark. In
   addition, the Company has license rights to operate a hotel using the
   Hilton trademark. Under the terms of the licenses, the Company is
   obligated to pay fees based on defined gross sales. The KFC license also
   requires the Company to pay an additional fee for each new location
   established.

   Contingencies - The Company guarantees the debt of joint ventures totaling
   approximately $12,858,000 at May 30, 1996. The debt has been
   collateralized by the real estate, buildings and improvements, and all
   equipment of each joint venture.

   9. Joint Venture Transactions

   At May 30, 1996 and May 25, 1995, the Company held investments of
   $1,295,000 and $629,000, respectively, in various approximately 50%-owned
   affiliates (joint ventures) which are accounted for under the equity
   method. 

   The Company has receivables from the joint ventures of $4,890,000 and
   $1,861,000 at May 30, 1996 and May 25, 1995, respectively. The Company
   earns interest on $4,076,000 and $1,082,000 of the receivables at
   approximately prime to prime plus 1.5% at May 30, 1996 and May 25, 1995,
   respectively.

   Included in notes payable at May 30, 1996 and May 25, 1995, is $1,515,000
   and $1,211,000, respectively, due to joint ventures in connection with
   cash advanced to the Company. The Company pays interest on the cash
   advances based on the 90-day certificate of deposit rates.

   10. Business Segment Information

   Following is a summary of business segment information for 1994 through
   1996:

   
<TABLE>
   <CAPTION>
                                                         Hotels/                    Corporate
                                Motels     Theatres      Resorts    Restaurants       Items       Total  
                                                            (In Thousands)
   1996
   <S>                        <C>           <C>          <C>            <C>          <C>         <C>
   Revenues                   $118,679      $63,696      $53,498        $25,927      $   487     $262,287
   Operating income (loss)      36,266       15,017        3,374          1,992       (4,834)      51,815
   Depreciation and
     amortization               13,815        3,265        5,467          2,191          379       25,117
   Assets                      247,328       63,365       73,045         29,041       42,536      455,315
   Capital expenditures         51,542       20,316        8,010            619        3,202       83,689

   1995
   Revenues                   $104,356      $53,968      $45,292        $74,076     $    298     $277,990
   Operating income (loss)      31,992       12,175        1,473          3,318       (2,163)      46,795
   Depreciation and
    amortization                12,883        2,766        4,101          3,385          435       23,570
   Assets                      211,112       46,928       68,731         53,090       27,221      407,082
   Capital expenditures         32,880       10,999       27,207          5,900           97       77,083

   1994
   Revenues                   $ 89,043      $50,494      $32,330        $70,404     $    343     $242,614
   Operating income (loss)      26,041       11,483        2,550          1,499       (3,689)      37,884
   Depreciation and
    amortization                11,246        2,519        3,030          3,112          478       20,385
   Assets                      182,174       47,244       45,787         51,896       34,505      361,606
   Capital expenditures         33,377        7,305       23,654         11,039          450       75,825

   </TABLE>


   Corporate items include amounts not allocable to the business segments.
   Corporate revenues consist principally of rent and the corporate operating
   loss includes general corporate expenses. Corporate assets primarily
   include cash and cash equivalents, notes receivable, receivables from
   joint ventures and land held for development.

   During 1994, the Company entered into contracts to manage two hotel
   properties. The Company also has loans outstanding of $3,049,284 at May
   30, 1996, to one of these hotels, which bears interest at the prime rate
   plus 1% and matures December 31, 2008. Interest on this note totaled
   approximately $297,000 and $292,000 for fiscal 1996 and 1995,
   respectively.


 
                                   PART III


   Item 10.  Directors and Executive Officers of the Company. 

             The information required by this item with respect to directors
   is incorporated herein by reference to the information pertaining thereto
   set forth under the caption entitled "Election of Directors" in the
   definitive Proxy Statement for the Company's 1996 Annual Meeting of
   Shareholders scheduled to be held September 26, 1996 ("Proxy Statement"). 
   The required information with respect to executive officers appears at the
   end of Part I of this Form 10-K.


   Item 11.  Executive Compensation. 

             The information required by this item is incorporated herein by
   reference to the information pertaining thereto set forth under the
   caption entitled "Executive Compensation" in the Proxy Statement. 


   Item 12.  Security Ownership of Certain Beneficial Owners and Management. 

             The information required by this item is incorporated herein by
   reference to the information pertaining thereto set forth under the
   caption entitled "Stock Ownership of Management and Others" in the Proxy
   Statement.


   Item 13.  Certain Relationships and Related Transactions. 

             The information required by this item, to the extent applicable,
   is incorporated herein by reference to the information pertaining thereto
   set forth under the caption entitled "Certain Transactions" in the Proxy
   Statement.


                                     PART IV


   Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.


   1.   Financial Statement Schedules.

             (a)  All schedules are omitted because they are inapplicable,
                  not required under the instructions or the financial
                  information is included in the consolidated financial
                  statements or notes thereto.

   2.   Exhibits and Reports on Form 8-K.  

             (a)  The exhibits filed herewith or incorporated by reference
   herein are set forth on the attached Exhibit Index.*

             (b)  The Company did not file a Form 8-K with the Securities and
   Exchange Commission during the fourth quarter of fiscal 1996.

   __________________

   *    Exhibits to this Form 10-K will be furnished to shareholders upon
        advance payment of a fee of $0.20 per page, plus mailing expenses. 
        Requests for copies should be addressed to Thomas F. Kissinger,
        General Counsel and Secretary, The Marcus Corporation, 250 East
        Wisconsin Avenue, Suite 1700, Milwaukee, Wisconsin 53202.   

   
<PAGE>

                                   SIGNATURES

             Pursuant to the requirements of Section 13 or 15(d) of the
   Securities Exchange Act of 1934, the Company has duly caused this report
   to be signed on its behalf by the undersigned, thereunto duly authorized.

                                    THE MARCUS CORPORATION


    Date:   August 28, 1996         By: /s/ Stephen H. Marcus          
                                        Stephen H. Marcus,
                                        Chairman of the Board and
                                        President

             Pursuant to the requirements of the Securities Exchange Act of
   1934, this report has been signed below by the following persons on behalf
   of the Company and in the capacities as of the date indicated above.


    By:  /s/ Stephen H. Marcus       By:  /s/ George R. Slater            
         Stephen H. Marcus,               George R. Slater, Director
         Chairman of the Board and
         President (Chief Executive
         and Financial Officer)


    By:  /s/ Kenneth A. MacKenzie    By:  /s/ Lee Sherman Dreyfus         
         Kenneth A. MacKenzie,            Lee Sherman Dreyfus, Director
         Treasurer (Chief
         Accounting Officer)


    By:  /s/ Bruce J. Olson          By:  /s/ Daniel F. McKeithan, Jr.    
         Bruce J. Olson, Director         Daniel F. McKeithan, Jr.,
                                          Director


    By:  /s/ John L. Murray          By:  /s/ Diane Marcus Gershowitz     
         John L. Murray, Director         Diane Marcus Gershowitz,
                                          Director


    By:  /s/ Alan H. Selig           By:  /s/ Timothy E. Hoeksema         
         Alan H. Selig, Director          Timothy E. Hoeksema, Director

   
<PAGE>

                                  EXHIBIT INDEX

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

          3.2       Bylaws, as amended as of September 28, 1995.*

          4         Senior Note Purchase Agreement dated May 31, 1990
                    between the Company and The Northwestern Mutual Life
                    Insurance Company.  [Incorporated by reference to
                    Exhibit 4 to the Company's Annual Report on Form 10-K
                    for the fiscal year ended May 31, 1990.]

          4.1       Other than as set forth in Exhibit 4, the Company has
                    numerous instruments which define the rights of holders
                    of long-term debt.  These instruments, primarily
                    promissory notes, have arisen from the purchase of
                    operating properties in the ordinary course of
                    business.  These instruments are not being filed with
                    this Annual Report on Form 10-K in reliance upon Item
                    601(b)(4)(iii) of Regulation S-K.  Copies of these
                    instruments will be furnished to the Securities and
                    Exchange Commission upon request.

          10.1      The Company is the guarantor and/or obligor under
                    various loan agreements in connection with operating
                    properties (primarily Budgetel Inns) which were
                    financed through the issuance of industrial development
                    bonds. These loan agreements and the additional
                    documentation relating to these projects are not being
                    filed with this Annual Report on Form 10-K in reliance
                    upon Item 601(b)(4)(iii) of Regulation S-K.  Copies of
                    these documents will be furnished to the Securities and
                    Exchange Commission upon request.

          10.2      Comprehensive Image Enhancement Agreement dated October
                    12, 1988 between the Company and KFC Corporation. 
                    [Incorporated by reference to Exhibit 10.11 to the
                    Company's Annual Report on Form 10-K for the fiscal
                    year ended May 25, 1989.]

          10.3      Form of individual Kentucky Fried Chicken franchise
                    agreement between the Company and KFC Corporation. 
                    [Incorporated by reference to Exhibit 10.12 to the
                    Company's Annual Report on Form 10-K for the fiscal
                    year ended May 25, 1989.]

          10.4*     The Marcus Corporation 1987 Stock Option Plan. 
                    [Incorporated by reference to Exhibit A to the
                    Company's 1987 Proxy Statement.]

          10.5*     The Marcus Corporation 1995 Equity Incentive Plan, as
                    amended.

          10.6*     The Marcus Corporation 1994 Nonemployee Director Stock
                    Option Plan.  [Incorporated by reference to Exhibit A
                    to the Company's 1994 Proxy Statement.]

          21        Subsidiaries of the Company as of May 30, 1996.

          23.1      Consent of Ernst & Young LLP.

          27        Financial Data Schedule
          
          99        Proxy Statement for 1996 Annual Meeting of Shareholders
                    scheduled to be held on September 26, 1996.  (To be
                    filed with the Securities and Exchange Commission under
                    Regulation 14A within 120 days of May 30, 1996 and,
                    upon such filing, to be hereby incorporated by
                    reference herein to the extent indicated).
   __________

   *    This exhibit is a management contract or compensatory plan or
        arrangement required to be filed as an exhibit to this form pursuant
        to Item 14(c) of Form 10-K.





                                                                  EXHIBIT 3.2

                                     BY-LAWS

                                       OF

                             THE MARCUS CORPORATION
                            (a Wisconsin corporation)

                         Amended 3/23/95 (Section 3.01)
              Amended 9/28/95 (Sections 3.02 and new Section 3.015)



                                     BY-LAWS
                                       OF
                             THE MARCUS CORPORATION
                            (a Wisconsin corporation)


                               ARTICLE I.  OFFICES

             1.01.     Principal and Business Offices.  The corporation may
   have such principal and other business offices, either within or without
   the State of Wisconsin, as the Board of Directors may designate or as the
   business of the corporation may require from time to time.

             1.02.     Registered Office.  The registered office of the
   corporation required by the Wisconsin Business Corporation Law to be
   maintained in the State of Wisconsin may be, but need not be, identical
   with the principal office in the State of Wisconsin, and the address of
   the registered office may be changed from time to time by the Board of
   Directors or by the registered agent.  The business office of the
   registered agent of the corporation shall be identical to such registered
   office.

                            ARTICLE II.  SHAREHOLDERS

             2.01.     Annual Meeting.  The annual meeting of the
   shareholders shall be held on such day in September or October of each
   year as may be designated by or under the authority of the Board of
   Directors, for the purpose of electing directors
 and for the transaction
   of such other business as may come before the meeting.  If the day fixed
   for the annual meeting shall be a legal holiday in the State of Wisconsin,
   such meeting shall be held on the next succeeding business day.  

             2.02.     Special Meetings.  Special meetings of the
   shareholders, for any purpose or purposes, unless otherwise prescribed by
   the Wisconsin Business Corporation Law, may be called by the Chairman of
   the Board, the President or the Board of Directors.  The corporation shall
   call a special meeting of shareholders in the event that the holders of at
   least 10% of all of the votes entitled to be cast on any issue proposed to
   be considered at the proposed special meeting sign, date and deliver to
   the corporation one or more written demands for the meeting describing one
   or more purposes for which it is to be held. The corporation shall give
   notice of such a special meeting within thirty days after the date that
   the demand is delivered to the corporation.

             2.03.     Place of Meeting.  The Board of Directors may
   designate any place, either within or without the State of Wisconsin, as
   the place of meeting for any annual or special meeting of shareholders. 
   If no designation is made, the place of meeting shall be the principal
   office of the corporation.  Any meeting may be adjourned to reconvene at
   any place designated by vote of the shares represented thereat.

             2.04.     Notice of Meeting.  Written notice stating the date,
   time and place of any meeting of shareholders and, in case of a special
   meeting, the purpose or purposes for which the meeting is called, shall be
   delivered not less than ten days nor more than sixty days before the date
   of the meeting (unless a different time is provided by the Wisconsin
   Business Corporation Law or the articles of incorporation), either
   personally or by mail, by or at the direction of the President or the
   Secretary, to each shareholder of record entitled to vote at such meeting
   and to such other persons as required by the Wisconsin Business
   Corporation Law.  If mailed, such notice shall be deemed to be effective
   when deposited in the United States mail, addressed to the shareholder at
   his or her address as it appears on the stock record books of the
   corporation, with postage thereon prepaid. If an annual or special meeting
   of shareholders is adjourned to a different date, time or place, the
   corporation shall not be required to give notice of the new date, time or
   place if the new date, time or place is announced at the meeting before
   adjournment; provided, however, that if a new record date for an adjourned
   meeting is or must be fixed, the corporation shall give notice of the
   adjourned meeting to persons who are shareholders as of the new record
   date.

             2.045.    Proper Business or Purposes of Shareholder Meetings. 
   To be properly brought before a meeting of shareholders for voting
   consideration, business must be (a) specified in the notice of the meeting
   (or any supplement thereto) given by or at the discretion of the Board of
   Directors or otherwise as provided in Section 2.04 hereof; (b) otherwise
   properly brought before the meeting by or at the direction of the Board of
   Directors; or (c) otherwise properly brought before the meeting by a
   shareholder.  For business to be properly brought before a meeting by a
   shareholder, the shareholder must have given written notification thereof,
   either by personal delivery or by United States mail, postage prepaid, to
   the Secretary of the corporation at its principal business office, and, in
   the case of an annual meeting of shareholders, such notification must be
   given not later than fifteen (15) days in advance of the Originally
   Scheduled Date of such meeting.  Any such notification shall set forth as
   to each matter the shareholder proposes to bring before the meeting for
   voting consideration (i) a brief description of the business desired to be
   brought before the meeting and the reasons for conducting such business at
   the meeting and, in the event that such business includes a proposal to
   amend either the articles of incorporation or bylaws of the corporation,
   the exact language of the proposed amendment; (ii) whether or not such
   business is in the nature of a precatory proposal; (iii) the name and
   address of the shareholder proposing such business; (iv) a representation
   that the shareholder is a holder of record of stock of the corporation
   entitled to vote at such meeting and intends to appear in person or by
   proxy at the meeting to propose such business; and (v) any material
   interest of the shareholder in such business.  No business shall be
   conducted at a meeting of shareholders except in accordance with this
   Section 2.045, and the chairperson of any meeting of shareholders may
   refuse to permit any business to be brought before such meeting without
   compliance with the foregoing procedures.  For purposes of these bylaws,
   the "Originally Scheduled Date" of any meeting of shareholders shall be
   the date such meeting is scheduled to occur as specified in the notice of
   such meeting first generally given to shareholders regardless of whether
   any subsequent notice is given for such meeting or the record date of such
   meeting is changed. Nothing contained in this Section 2.045 shall be
   construed to limit the rights of a shareholder to submit proposals to the
   corporation which comply with Regulation 14A of the Securities Exchange
   Act of 1934, as amended ("Registration 14A"), for inclusion in the
   corporation's proxy statement for voting consideration at shareholder
   meetings.

             2.05.     Waiver of Notice.  A shareholder may waive any notice
   required by the Wisconsin Business Corporation Law, the articles of
   incorporation or these bylaws before or after the date and time stated in
   the notice.  The waiver shall be in writing and signed by the shareholder
   entitled to the notice, contain the same information that would have been
   required in the notice under applicable provisions of the Wisconsin
   Business Corporation Law (except that the time and place of meeting need
   not be stated) and be delivered to the corporation for inclusion in the
   corporate records.  A shareholder's attendance at a meeting, in person or
   by proxy, waives objection to all of the following:  (a) lack of notice or
   defective notice of the meeting, unless the shareholder at the beginning
   of the meeting or promptly upon arrival objects to holding the meeting or
   transacting business at the meeting; and (b) consideration of a particular
   matter at the meeting that is not within the purpose described in the
   meeting notice, unless the shareholder objects to considering the matter
   when it is presented.

             2.06.     Fixing of Record Date.  The Board of Directors may fix
   in advance a date as the record date for the purpose of determining
   shareholders entitled to notice of and to vote at any meeting of
   shareholders, shareholders entitled to demand a special meeting as
   contemplated by Section 2.02 hereof, shareholders entitled to take any
   other action, or shareholders for any other purpose.  Such record date
   shall not be more than seventy days prior to the date on which the
   particular action, requiring such determination of shareholders, is to be
   taken.  If no record date is fixed by the Board of Directors or by the
   Wisconsin Business Corporation Law for the determination of shareholders
   entitled to notice of and to vote at a meeting of shareholders, the record
   date shall be the close of business on the day before the first notice is
   given to shareholders.  If no record date is fixed by the Board of
   Directors or by the Wisconsin Business Corporation Law for the
   determination of shareholders entitled to demand a special meeting as
   contemplated in Section 2.02 hereof, the record date shall be the date
   that the first shareholder signs the demand.  Except as provided by the
   Wisconsin Business Corporation Law for a court-ordered adjournment, a
   determination of shareholders entitled to notice of and to vote at a
   meeting of shareholders is effective for any adjournment of such meeting
   unless the Board of Directors fixes a new record date, which it shall do
   if the meeting is adjourned to a date more than 120 days after the date
   fixed for the original meeting.  The record date for determining
   shareholders entitled to a distribution (other than a distribution
   involving a purchase, redemption or other acquisition of the corporation's
   shares) or a share dividend is the date on which the Board of Directors
   authorized the distribution or share dividend, as the case may be, unless
   the Board of Directors fixes a different record date.

             2.07.     Shareholders' List for Meetings.  After a record date
   for a special or annual meeting of shareholders has been fixed, the
   corporation shall prepare a list of the names of all of the shareholders
   entitled to notice of the meeting.  The list shall be arranged by class or
   series of shares, if any, and show the address of and number of shares
   held by each shareholder.  Such list shall be available for inspection by
   any shareholder, beginning two business days after notice of the meeting
   is given for which the list was prepared and continuing to the date of the
   meeting, at the corporation's principal office or at a place identified in
   the meeting notice in the city where the meeting will be held.  A
   shareholder or his or her agent may, on written demand, inspect and,
   subject to the limitations imposed by the Wisconsin Business Corporation
   Law, copy the list, during regular business hours and at his or her
   expense, during the period that it is available for inspection pursuant to
   this Section 2.07.  The corporation shall make the shareholders' list
   available at the meeting and any shareholder or his or her agent or
   attorney may inspect the list at any time during the meeting or any
   adjournment thereof.  Refusal or failure to prepare or make available the
   shareholders' list shall not affect the validity of any action taken at a
   meeting of shareholders.

             2.08.     Quorum and Voting Requirements.  Shares entitled to
   vote as a separate voting group may take action on a matter at a meeting
   only if a quorum of those shares exists with respect to that matter.  If
   the corporation has only one class of stock outstanding, such class shall
   constitute a separate voting group for purposes of this Section 2.08. 
   Except as otherwise provided in the articles of incorporation, any bylaw
   adopted under authority granted in the articles of incorporation, or the
   Wisconsin Business Corporation Law, a majority of the votes entitled to be
   cast on the matter shall constitute a quorum of the voting group for
   action on that matter.  Once a share is represented for any purpose at a
   meeting, other than for the purpose of objecting to holding the meeting or
   transacting business at the meeting, it is considered present for purposes
   of determining whether a quorum exists for the remainder of the meeting
   and for any adjournment of that meeting unless a new record date is or
   must be set for the adjourned meeting.  If a quorum exists, except in the
   case of the election of directors, action on a matter shall be approved if
   the votes cast within the voting group favoring the action exceed the
   votes cast opposing the action, unless the articles of incorporation, any
   bylaw adopted under authority granted in the articles of incorporation, or
   the Wisconsin Business Corporation Law requires a greater number of
   affirmative votes.  Unless otherwise provided in the articles of
   incorporation, directors shall be elected by a plurality of the votes cast
   by the shares entitled to vote in the election of directors at a meeting
   at which a quorum is present.  For purposes of this Section 2.08,
   "plurality" means that the individuals with the largest number of votes
   are elected as directors up to the maximum number of directors to be
   chosen at the meeting.  Though less than a quorum of the outstanding votes
   of a voting group are represented at a meeting, a majority of the votes so
   represented may adjourn the meeting from time to time without further
   notice.  At such adjourned meeting at which a quorum shall be present or
   represented, any business may be transacted which might have been
   transacted at the meeting as originally notified.

             2.09.     Conduct of Meeting.  The Chief Executive Officer, and
   in his or her absence, the Chairman of the Board or the President, as the
   case may be, and in their absence, a Vice President in the order provided
   under Section 4.09 hereof, and in their absence, any person chosen by the
   shareholders represented at the meeting in person or by proxy shall call
   the meeting of the shareholders to order and shall act as chairperson of
   the meeting, and the Secretary of the corporation shall act as secretary
   of all meetings of the shareholders, but, in the absence of the Secretary,
   the presiding officer may appoint any other person to act as secretary of
   the meeting.

             2.10.     Proxies.  At all meetings of shareholders, a
   shareholder may vote his or her shares in person or by proxy.  A
   shareholder may appoint a proxy to vote or otherwise act for the
   shareholder by signing an appointment form, either personally or by his or
   her attorney-in-fact.  An appointment of a proxy is effective when
   received by the Secretary or other officer or agent of the corporation
   authorized to tabulate votes.  An appointment is valid for eleven months
   from the date of its signing unless a different period is expressly
   provided in the appointment form.

             2.11.     Voting of Shares.  Except as provided in the articles
   of incorporation or in the Wisconsin Business Corporation Law, each
   outstanding share of Common Stock is entitled to one (1) vote, and each
   outstanding share of Class B Common Stock shall be entitled to ten (10)
   votes, upon each matter voted on at a meeting of shareholders.

             2.12.     Action without Meeting.  Any action required or
   permitted by the articles of incorporation or these bylaws or any
   provision of the Wisconsin Business Corporation Law to be taken at a
   meeting of the shareholders may be taken without a meeting and without
   action by the Board of Directors if a written consent or consents,
   describing the action so taken, is signed by all of the shareholders
   entitled to vote with respect to the subject matter thereof and delivered
   to the corporation for inclusion in the corporate records.

             2.13.     Acceptance of Instruments Showing Shareholder Action. 
   If the name signed on a vote, consent, waiver or proxy appointment
   corresponds to the name of a shareholder, the corporation, if acting in
   good faith, may accept the vote, consent, waiver or proxy appointment and
   give it effect as the act of a shareholder.  If the name signed on a vote,
   consent, waiver or proxy appointment does not correspond to the name of a
   shareholder, the corporation, if acting in good faith, may accept the
   vote, consent, waiver or proxy appointment and give it effect as the act
   of the shareholder if any of the following apply:

             (a)  The shareholder is an entity and the name signed
        purports to be that of an officer or agent of the entity.

             (b)  The name purports to be that of a personal
        representative, administrator, executor, guardian or conservator
        representing the shareholder and, if the corporation requests,
        evidence of fiduciary status acceptable to the corporation is
        presented with respect to the vote, consent, waiver or proxy
        appointment.

             (c)  The name signed purports to be that of a receiver or
        trustee in bankruptcy of the shareholder and, if the corporation
        requests, evidence of this status acceptable to the corporation
        is presented with respect to the vote, consent, waiver or proxy
        appointment.

             (d)  The name signed purports to be that of a pledgee,
        beneficial owner, or attorney-in-fact of the shareholder and, if
        the corporation requests, evidence acceptable to the corporation
        of the signatory's authority to sign for the shareholder is
        presented with respect to the vote, consent, waiver or proxy
        appointment.

             (e)  Two or more persons are the shareholders as co-tenants
        or fiduciaries and the name signed purports to be the name of at
        least one of the co-owners and the person signing appears to be
        acting on behalf of all co-owners.

   The corporation may reject a vote, consent, waiver or proxy appointment if
   the Secretary or other officer or agent of the corporation who is
   authorized to tabulate votes, acting in good faith, has reasonable basis
   for doubt about the validity of the signature on it or about the
   signatory's authority to sign for the shareholder.

                        ARTICLE III.  BOARD OF DIRECTORS

             3.01.     General Powers and Number.  All corporate powers shall
   be exercised by or under the authority of, and the business and affairs of
   the corporation managed under the direction of, the Board of Directors. 
   The number of directors constituting the Board of Directors of the
   corporation shall initially be seven (7) and thereafter such number as is
   fixed from time to time by a majority vote of the Board of Directors then
   in office.

             3.015.  Directors Emeritus.  Any person who has reached sixty-
   five (65) years of age and has served as a director of the corporation,
   including service as a director of any corporation with which the
   corporation is affiliated through common stock ownership, for at least ten
   years, or as an officer and director of the corporation for at least ten
   years, may, after retirement or resignation from the Board of Directors,
   be appointed by the Board of Directors as a Director Emeritus to serve
   until he or she resigns or his or her appointment is terminated by
   resolution adopted by a majority of the entire Board of Directors. 
   Directors Emeritus shall serve in an advisory capacity to the Board of
   Directors, shall be entitled to attend meetings of the Board of Directors,
   shall be reimbursed for their expenses in attending meetings of the Board
   of Directors, and shall receive the same fees and compensation paid to
   directors.  Directors Emeritus shall have no vote on matters brought
   before the Board of Directors and shall not be considered as directors
   under the Articles of Incorporation or Bylaws of the corporation;
   provided, however, that Directors Emeritus shall be entitled to the
   liability limitations accorded directors set forth in Section 180.0828 of
   the Wisconsin Business Corporation Law and the indemnification and expense
   reimbursement provisions accorded directors under Article VIII of these
   bylaws, as if such Directors Emeritus were, for such purposes only,
   directors of the corporation.

             3.02.     Tenure and Qualifications.  Each director shall hold
   office until the next annual meeting of shareholders and until his or her
   successor shall have been elected and, if necessary, qualified, or until
   there is a decrease in the number of directors which takes effect after
   the expiration of his or her term, or until his or her prior death,
   resignation or removal.  A director may be removed by the shareholders
   only at a meeting called for the purpose of removing the director, and the
   meeting notice shall state that the purpose, or one of the purposes, of
   the meeting is removal of the director.  A director may be removed from
   office with or without cause if the number of votes cast to remove the
   director exceeds the number of votes cast not to remove such director.  A
   director may resign at any time by delivering written notice which
   complies with the Wisconsin Business Corporation Law to the Board of
   Directors, to the President (in his or her capacity as chairperson of the
   board of directors) or to the corporation.  A director's resignation is
   effective when the notice is delivered unless the notice specifies a later
   effective date.  Directors need not be residents of the State of Wisconsin
   or shareholders of the corporation.  The mandatory retirement of a
   director, who is not otherwise also serving as an officer of the
   corporation, from the Board of Directors shall take effect at the
   conclusion of the annual meeting of the shareholders next following the
   date on which said director attains the age of seventy (70) years.  No
   person, other than a person who is then serving as an officer of the
   corporation, shall be eligible for election to the office of director
   after he or she shall have attained the age of seventy (70) years.  In
   either case above, with respect to existing directors of the corporation
   as of September 28, 1995, the foregoing two sentences shall not take
   effect until immediately prior to the corporation's 1997 annual meeting of
   shareholders, unless any such director voluntarily retires from the Board
   of Directors prior to such time.

             3.025.  Shareholder Nomination Procedure.  Nominations for the
   election of directors may be made by (a) the Board of Directors; (b) a
   committee appointed by the Board of Directors; or (c) any shareholder
   entitled to vote for the election of directors at such meeting who
   complies fully with the requirements of this Section 3.025.  Any
   shareholder entitled to vote for the election of directors at a meeting
   may nominate a person or persons for election as a director or directors
   only if written notice of such shareholder's intent to make any such
   nomination is given, either by personal delivery or by United States mail,
   postage prepaid, to the Secretary of the corporation at its principal
   business office not later than fifteen (15) days in advance of the
   Originally Scheduled Date of such meeting.  Each such notice shall set
   forth: (a) the name and address of the shareholder who intends to make the
   nomination and of the person or persons to be nominated; (b) a
   representation that the shareholder is a holder of record of stock of the
   corporation entitled to vote at such meeting and intends to appear in
   person or by proxy at the meeting to nominate the person or persons
   specified in the notice; (c) a description of all arrangements or
   understandings between the shareholder and each nominee and any other
   person or persons (naming such person or persons) pursuant to which the
   nomination or nominations are to be made by the shareholder; (d) such
   background and other information regarding each nominee proposed by such
   shareholder as would have been required to be included in a proxy
   statement filed pursuant to Regulation 14A had each nominee been
   nominated, or intended to be nominated, by the Board of Directors; and (e)
   the written consent of each nominee to serve as a director of the
   corporation if so elected. The chairperson of any meeting of shareholders
   to elect directors and the Board of Directors may refuse to acknowledge
   the nomination by a shareholder of any person not made in compliance with
   the foregoing procedure.

             3.03.     Regular Meetings.  A regular meeting of the Board of
   Directors shall be held without other notice than this bylaw immediately
   after the annual meeting of shareholders and each adjourned session
   thereof.  The place of such regular meeting shall be the same as the place
   of the meeting of shareholders which precedes it, or such other suitable
   place as may be announced at such meeting of shareholders.  The Board of
   Directors may provide, by resolution, the date, time and place, either
   within or without the State of Wisconsin, for the holding of additional
   regular meetings of the Board of Directors without other notice than such
   resolution.

             3.04.     Special Meetings.  Special meetings of the Board of
   Directors may be called by or at the request of the Chief Executive
   Officer, the Chairman of the Board, the President, the Secretary or any
   two directors.  The President or Secretary may fix any place, either
   within or without the State of Wisconsin, as the place for holding any
   special meeting of the Board of Directors, and if no other place is fixed
   the place of the meeting shall be the principal office of the corporation
   in the State of Wisconsin.

             3.05.     Notice; Waiver.  Notice of each meeting of the Board
   of Directors (unless otherwise provided in or pursuant to Section 3.03)
   shall be given by written notice delivered in person, by telegraph,
   teletype, facsimile or other form of wire or wireless communication, or by
   mail or private carrier, to each director at his business address or at
   such other address as such director shall have designated in writing filed
   with the Secretary, in each case not less than forty-eight (48) hours
   prior to the meeting.  The notice need not describe the purpose of the
   meeting of the Board of Directors or the business to be transacted at such
   meeting.  If mailed, such notice shall be deemed to be effective when
   deposited in the United States mail so addressed, with postage thereon
   prepaid.  If notice is given by telegram, such notice shall be deemed to
   be effective when the telegram is delivered to the telegraph company.  If
   notice is given by private carrier, such notice shall be deemed to be
   effective when delivered to the private carrier.  Whenever any notice
   whatever is required to be given to any director of the corporation under
   the articles of incorporation or these bylaws or any provision of the
   Wisconsin Business Corporation Law, a waiver thereof in writing, signed at
   any time, whether before or after the date and time of meeting, by the
   director entitled to such notice shall be deemed equivalent to the giving
   of such notice. The corporation shall retain any such waiver as part of
   the permanent corporate records.  A director's attendance at or
   participation in a meeting waives any required notice to him or her of the
   meeting unless the director at the beginning of the meeting or promptly
   upon his or her arrival objects to holding the meeting or transacting
   business at the meeting and does not thereafter vote for or assent to
   action taken at the meeting.

             3.06.     Quorum.  Except as otherwise provided by the Wisconsin
   Business Corporation Law or by the articles of incorporation or these
   bylaws, a majority of the number of directors specified in Section 3.01 of
   these bylaws shall constitute a quorum for the transaction of business at
   any meeting of the Board of Directors.  Except as otherwise provided by
   the Wisconsin Business Corporation Law or by the articles of incorporation
   or by these bylaws, a quorum of any committee of the Board of Directors
   created pursuant to Section 3.12 hereof shall consist of a majority of the
   number of directors appointed to serve on the committee.  A majority of
   the directors present (though less than such quorum) may adjourn any
   meeting of the Board of Directors or any committee thereof, as the case
   may be, from time to time without further notice.

             3.07.     Manner of Acting.  The affirmative vote of a majority
   of the directors present at a meeting of the Board of Directors or a
   committee thereof at which a quorum is present shall be the act of the
   Board of Directors or such committee, as the case may be, unless the
   Wisconsin Business Corporation Law, the articles of incorporation or these
   bylaws require the vote of a greater number of directors.

             3.08.     Conduct of Meetings.  The Chief Executive Officer, and
   in his or her absence, the Chairman of the Board or the President, as the
   case may be, and in their absence, a Vice President, in the order provided
   under Section 4.09, and in their absence, any director chosen by the
   directors present, shall call meetings of the Board of Directors to order
   and shall act as chairperson of the meeting.  The Secretary of the
   corporation shall act as secretary of all meetings of the Board of
   Directors but in the absence of the Secretary, the presiding officer may
   appoint any other person present to act as secretary of the meeting. 
   Minutes of any regular or special meeting of the Board of Directors shall
   be prepared and distributed to each director.

             3.09.     Vacancies.  Except as provided below, any vacancy
   occurring in the Board of Directors, including a vacancy resulting from an
   increase in the number of directors, may be filled by any of the
   following:  (a) the shareholders; (b) the Board of Directors; or (c) if
   the directors remaining in office constitute fewer than a quorum of the
   Board of Directors, the directors, by the affirmative vote of a majority
   of all directors remaining in office.  In the case of a vacancy created by
   the removal of a director by vote of the shareholders, the shareholders
   shall have the right to fill such vacancy at the same meeting or any
   adjournment thereof.  If the vacant office was held by a director elected
   by a voting group of shareholders, only the holders of shares of that
   voting group may vote to fill the vacancy if it is filled by the
   shareholders, and only the remaining directors elected by that voting
   group may vote to fill the vacancy if it is filled by the directors.  A
   vacancy that will occur at a specific later date, because of a resignation
   effective at a later date or otherwise, may be filled before the vacancy
   occurs, but the new director may not take office until the vacancy occurs.

             3.10.     Compensation.  The Board of Directors, irrespective of
   any personal interest of any of its members, may establish reasonable
   compensation of all directors for services to the corporation as directors
   or may delegate such authority to an appropriate committee.  The Board of
   Directors also shall have authority to provide for or delegate authority
   to an appropriate committee to provide for reasonable pensions, disability
   or death benefits, and other benefits or payments, to directors, officers
   and employees and to their estates, families, dependents or beneficiaries
   on account of prior services rendered by such directors, officers and
   employees to the corporation.

             3.11.     Presumption of Assent.  A director who is present and
   is announced as present at a meeting of the Board of Directors or any
   committee thereof created in accordance with Section 3.12 hereof, when
   corporate action is taken, assents to the action taken unless any of the
   following occurs:  (a) the director objects at the beginning of the
   meeting or promptly upon his or her arrival to holding the meeting or
   transacting business at the meeting; (b) the director dissents or abstains
   from an action taken and minutes of the meeting are prepared that show the
   director's dissent or abstention from the action taken;  (c) the director
   delivers written notice that complies with the Wisconsin Business
   Corporation Law of his or her dissent or abstention to the presiding
   officer of the meeting before its adjournment or to the corporation
   immediately after adjournment of the meeting; or (d) the director dissents
   or abstains from an action taken, minutes of the meeting are prepared that
   fail to show the director's dissent or abstention from the action taken,
   and the director delivers to the corporation a written notice of that
   failure that complies with the Wisconsin Business Corporation Law promptly
   after receiving the minutes.  Such right of dissent or abstention shall
   not apply to a director who votes in favor of the action taken.

             3.12.     Committees.  The Board of Directors by resolution
   adopted by the affirmative vote of a majority of all of the directors then
   in office may create one or more committees, appoint members of the Board
   of Directors to serve on the committees and designate other members of the
   Board of Directors to serve as alternates.  Each committee shall have two
   or more members who shall, unless otherwise provided by the Board of
   Directors, serve at the pleasure of the Board of Directors.  A committee
   may be authorized to exercise the authority of the Board of Directors,
   except that a committee may not do any of the following:  (a) authorize
   distributions; (b) approve or propose to shareholders action that the
   Wisconsin Business Corporation Law requires to be approved by
   shareholders; (c) fill vacancies on the Board of Directors or, unless the
   Board of Directors provides by resolution that vacancies on a committee
   shall be filled by the affirmative vote of the remaining committee
   members, on any Board committee; (d) amend the corporation's articles of
   incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of
   merger not requiring shareholder approval; (g) authorize or approve
   reacquisition of shares, except according to a formula or method
   prescribed by the Board of Directors; and (h) authorize or approve the
   issuance or sale or contract for sale of shares, or determine the
   designation and relative rights, preferences and limitations of a class or
   series of shares, except that the Board of Directors may authorize a
   committee to do so within limits prescribed by the Board of Directors. 
   Unless otherwise provided by the Board of Directors in creating the
   committee, a committee may employ counsel, accountants and other
   consultants to assist it in the exercise of its authority.

             3.13.     Telephonic Meetings.  Except as herein provided and
   notwithstanding any place set forth in the notice of the meeting or these
   bylaws, members of the Board of Directors (and any committees thereof
   created pursuant to Section 3.12 hereof) may participate in regular or
   special meetings by, or through the use of, any means of communication by
   which all participants may simultaneously hear each other, such as by
   conference telephone.  If a meeting is conducted by such means, then at
   the commencement of such meeting the presiding officer shall inform the
   participating directors that a meeting is taking place at which official
   business may be transacted.  Any participant in a meeting by such means
   shall be deemed present in person at such meeting.  Notwithstanding the
   foregoing, no action may be taken at any meeting held by such means on any
   particular matter which the presiding officer determines, in his or her
   sole discretion, to be inappropriate under the circumstances for action at
   a meeting held by such means.  Such determination shall be made and
   announced in advance of such meeting.

             3.14.     Action Without Meeting.  Any action required or
   permitted by the Wisconsin Business Corporation Law to be taken at a
   meeting of the Board of Directors or a committee thereof created pursuant
   to Section 3.12 hereof may be taken without a meeting if the action is
   taken by all members of the Board or of the committee.  The action shall
   be evidenced by one or more written consents describing the action taken,
   signed by each director or committee member and retained by the
   corporation.  Such action shall be effective when the last director or
   committee member signs the consent, unless the consent specifies a
   different effective date.

                              ARTICLE IV.  OFFICERS

             4.01.     Number.  The principal officers of the corporation
   shall be a President, a Secretary, and a Treasurer, each of whom shall be
   elected by the Board of Directors.  A Chairman of the Board, any number of
   Vice Presidents, other officers and assistant officers as may be deemed
   necessary may be elected or appointed by the Board of Directors.  The
   Board of Directors may also authorize any duly appointed officer to
   appoint one or more officers or assistant officers.  The Chief Executive
   Officer, designated in accordance with Section 4.06 of these By-laws, may
   from time to time appoint any number of Vice Presidents as he shall
   determine necessary who shall hold their offices for such terms and shall
   exercise such powers and perform such duties as the Chief Executive
   Officer shall from time to time determine.  Any two or more offices may be
   held by the same person.

             4.02.     Election and Term of Office.  The officers of the
   corporation to be elected by the Board of Directors shall be elected
   annually by the Board of Directors at the first meeting of the Board of
   Directors held after each annual meeting of the shareholders.  If the
   election of officers shall not be held at such meeting, such election
   shall be held as soon thereafter as is practicable.  Each officer shall
   hold office until his or her successor shall have been duly elected or
   until his or her prior death, resignation or removal.

             4.03.     Removal.  The Board of Directors may remove any
   officer and, unless restricted by the Board of Directors or these By-laws,
   an officer may remove any officer or assistant officer appointed by that
   officer, at any time, with or without cause and notwithstanding the
   contract rights, if any, of the officer removed.  The appointment of an
   officer does not of itself create contract rights.

             4.04.     Resignation.  An officer may resign at any time by
   delivering notice to the corporation that complies with the Wisconsin
   Business Corporation Law.  The resignation shall be effective when the
   notice is delivered, unless the notice specifies a later effective date
   and the corporation accepts the later effective date.

             4.05.     Vacancies.  A vacancy in any principal office because
   of death, resignation, removal, disqualification or otherwise, shall be
   filled by the Board of Directors for the unexpired portion of the term. 
   If a resignation of an officer is effective at a later date as
   contemplated by Section 4.04 hereof, the Board of Directors may fill the
   pending vacancy before the effective date if the Board provides that the
   successor may not take office until the effective date.

             4.06.     Chief Executive Officer.  The Board of Directors shall
   from time to time designate the Chairman of the Board, if any, or the
   President of the corporation as the Chief Executive Officer of the
   corporation.  The President shall be the Chief Executive Officer whenever
   the office of Chairman of the Board of the corporation is vacant.  Subject
   to the control of the Board of Directors, the Chief Executive Officer
   shall in general supervise and control all of the business and affairs of
   the corporation.  He shall preside at all meetings of the shareholders and
   of the Board of Directors.  He shall have authority, subject to such rules
   as may be prescribed by the Board of Directors, to appoint and remove such
   agents and employees of the corporation as he shall deem necessary, to
   prescribe their powers, duties and compensation, and to delegate authority
   to them.  He shall have authority to sign, execute and acknowledge, on
   behalf of the corporation, all deeds, mortgages, securities, contracts,
   leases, reports, and all other documents or other instruments necessary or
   proper to be executed in the course of the corporation's regular business,
   or which shall be authorized by resolution of the Board of Directors; and,
   except as otherwise provided by law or the Board of Directors, he may
   authorize any elected Vice President or other officer or agent of the
   corporation to sign, execute and acknowledge such documents or instruments
   in his place and stead.  In general, he shall perform all duties incident
   to the office of Chief Executive Officer of the corporation and such other
   duties as may be prescribed by the Board of Directors from time to time.

             4.07.     Chairman of the Board.  The Chairman of the Board, if
   one be chosen by the Board of Directors, when present, and in the absence
   of the Chief Executive Officer if the President is designated as the Chief
   Executive Officer, shall preside at all meetings of the Board of Directors
   and of the shareholders and shall perform all duties incident to the
   office of Chairman of the Board of the corporation and such other duties
   as may be prescribed by the Board of Directors from time to time.

             4.08.     President.  The President shall be the principal
   executive officer of the corporation and, subject to the direction of the
   Board of Directors, shall in general supervise and control all of the
   business and affairs of the corporation; provided, however, that should
   the Board of Directors elect a Chairman of the Board, any or all of the
   powers customarily incidental to the office of President may be assigned
   by the Board of Directors to the Chairman of the Board.  If the Chairman
   of the Board is designated as the Chief Executive Officer, the President
   shall be the chief operating officer of the corporation.  Unless the Board
   of Directors otherwise provides, in the absence of the Chairman of the
   Board or in the event of his inability or refusal to act, or in the event
   of a vacancy in the office of the Chairman of the Board, the President
   shall perform the duties of the Chairman of the Board, and when so acting
   shall have all the powers of and be subject to all the restrictions upon
   the Chairman of the Board.  The President shall, when present, preside at
   all meetings of the shareholders and of the Board of Directors.  He or she
   shall have authority, subject to such rules as may be prescribed by the
   Board of Directors, to appoint such agents and employees of the
   corporation as he or she shall deem necessary, to prescribe their powers,
   duties and compensation, and to delegate authority to them.  Such agents
   and employees shall hold office at the discretion of the President.  He or
   she shall have authority to sign, execute and acknowledge, on behalf of
   the corporation, all deeds, mortgages, bonds, stock certificates,
   contracts, leases, reports and all other documents or instruments
   necessary or proper to be executed in the course of the corporation's
   regular business, or which shall be authorized by resolution of the Board
   of Directors; and, except as otherwise provided by law or the Board of
   Directors, he or she may authorize any Vice President or other officer or
   agent of the corporation to sign, execute and acknowledge such documents
   or instruments in his or her place and stead.  In general he or she shall
   perform all duties incident to the office of President and such other
   duties as may be prescribed by the Board of Directors from time to time.

             4.09.     The Vice Presidents.  In the absence of the Chairman
   of the Board, if any, and the President or in the event of their death,
   inability or refusal to act, or in the event for any reason it shall be
   impracticable for the Chairman of the Board and the President to act
   personally, the Vice President (or in the event there be more than one
   Vice President, the Vice Presidents in the order designated by the Board
   of Directors or the Chief Executive Officer, or in the absence of any
   designation, then in the order of their election) shall perform the duties
   of the Chairman of the Board and/or the President, and when so acting,
   shall have all the powers of and be subject to all the restrictions upon
   the Chairman of the Board and/or the President.  Any Vice President may
   sign, with the Secretary or Assistant Secretary, certificates for shares
   of the corporation; and shall perform such other duties and have such
   authority as from time to time may be delegated or assigned to him or her
   by the Chief Executive Officer, the President or the Board of Directors.
   The execution of any instrument of the corporation by any Vice President
   shall be conclusive evidence, as to third parties, of his or her authority
   to act in the stead of the Chairman of the Board and/or the President.

             4.10.     The Secretary.  The Secretary shall:  (a) keep minutes
   of the meetings of the shareholders and of the Board of Directors (and of
   committees thereof) in one or more books provided for that purpose
   (including records of actions taken by the shareholders or the Board of
   Directors (or committees thereof) without a meeting); (b) see that all
   notices are duly given in accordance with the provisions of these bylaws
   or as required by the Wisconsin Business Corporation Law; (c) be custodian
   of the corporate records and of the seal of the corporation and see that
   the seal of the corporation is affixed to all documents the execution of
   which on behalf of the corporation under its seal is duly authorized; (d)
   maintain a record of the shareholders of the corporation, in a form that
   permits preparation of a list of the names and addresses of all
   shareholders, by class or series of shares and showing the number and
   class or series of shares held by each shareholder; (e) sign with the
   President, or a Vice President, certificates for shares of the
   corporation, the issuance of which shall have been authorized by
   resolution of the Board of Directors; (f) have general charge of the stock
   transfer books of the corporation; and (g) in general perform all duties
   incident to the office of Secretary and have such other duties and
   exercise such authority as from time to time may be delegated or assigned
   by the Chief Executive Officer, the President or by the Board of
   Directors.

             4.11.     The Treasurer.  The Treasurer shall:  (a) have charge
   and custody of and be responsible for all funds and securities of the
   corporation; (b) maintain appropriate accounting records; (c) receive and
   give receipts for moneys due and payable to the corporation from any
   source whatsoever, and deposit all such moneys in the name of the
   corporation in such banks, trust companies or other depositaries as shall
   be selected in accordance with the provisions of Section 5.04; and (d) in
   general perform all of the duties incident to the office of Treasurer and
   have such other duties and exercise such other authority as from time to
   time may be delegated or assigned by the Chief Executive Officer or by the
   Board of Directors.  If required by the Board of Directors, the Treasurer
   shall give a bond for the faithful discharge of his or her duties in such
   sum and with such surety or sureties as the Board of Directors shall
   determine.

             4.12.     Assistant Secretaries and Assistant Treasurers.  There
   shall be such number of Assistant Secretaries and Assistant Treasurers as
   the Board of Directors or the Chief Executive Officer may from time to
   time authorize.  The Assistant Secretaries may sign with the President or
   a Vice President certificates for shares of the corporation the issuance
   of which shall have been authorized by a resolution of the Board of
   Directors.  The Assistant Treasurers shall respectively, if required by
   the Board of Directors, give bonds for the faithful discharge of their
   duties in such sums and with such sureties as the Board of Directors shall
   determine.  The Assistant Secretaries and Assistant Treasurers, in
   general, shall perform such duties and have such authority as shall from
   time to time be delegated or assigned to them by the Secretary or the
   Treasurer, respectively, or by the Chief Executive Officer, the President
   or the Board of Directors.

             4.13.     Other Assistants and Acting Officers.  The Board of
   Directors and the Chief Executive Officer shall have the power to appoint,
   or to authorize any duly appointed officer of the corporation to appoint,
   any person to act as assistant to any officer, or as agent for the
   corporation in his or her stead, or to perform the duties of such officer
   whenever for any reason it is impracticable for such officer to act
   personally, and such assistant or acting officer or other agent so
   appointed by the Board of Directors or the Chief Executive Officer shall
   have the power to perform all the duties of the office to which he or she
   is so appointed to be an assistant, or as to which he or she is so
   appointed to act, except as such power may be otherwise defined or
   restricted by the Board of Directors or the appointing officer.

             4.14.     Salaries.  The salaries of the principal officers
   shall be fixed from time to time by the Board of Directors or by a duly
   authorized committee thereof, and no officer shall be prevented from
   receiving such salary by reason of the fact that he or she is also a
   director of the corporation.

                      ARTICLE V.  CONTRACTS, LOANS, CHECKS
                      AND DEPOSITS; SPECIAL CORPORATE ACTS

             5.01.     Contracts.  The Board of Directors may authorize any
   officer or officers, agent or agents, to enter into any contract or
   execute or deliver any instrument in the name of and on behalf of the
   corporation, and such authorization may be general or confined to specific
   instances.  In the absence of other designation, all deeds, mortgages and
   instruments of assignment or pledge made by the corporation shall be
   executed in the name of the corporation by the Chief Executive Officer,
   the President or one of the Vice Presidents and by the Secretary, an
   Assistant Secretary, the Treasurer or an Assistant Treasurer; the
   Secretary or an Assistant Secretary, when necessary or required, shall
   affix the corporate seal, if any, thereto; and when so executed no other
   party to such instrument or any third party shall be required to make any
   inquiry into the authority of the signing officer or officers.

             5.02.     Loans.  No indebtedness for borrowed money shall be
   contracted on behalf of the corporation and no evidences of such
   indebtedness shall be issued in its name unless authorized by or under the
   authority of a resolution of the Board of Directors.  Such authorization
   may be general or confined to specific instances.

             5.03.     Checks, Drafts, etc.  All checks, drafts or other
   orders for the payment of money, notes or other evidences of indebtedness
   issued in the name of the corporation, shall be signed by such officer or
   officers, agent or agents of the corporation and in such manner as shall
   from time to time be determined by or under the authority of a resolution
   of the Board of Directors.

             5.04.     Deposits.  All funds of the corporation not otherwise
   employed shall be deposited from time to time to the credit of the
   corporation in such banks, trust companies or other depositaries as may be
   selected by or under the authority of a resolution of the Board of
   Directors.

             5.05.     Voting of Securities Owned by this Corporation. 
   Subject always to the specific directions of the Board of Directors, (a)
   any shares or other securities issued by any other corporation and owned
   or controlled by this corporation may be voted at any meeting of security
   holders of such other corporation by the President of this corporation if
   he or she be present, or in his or her absence by any Vice President of
   this corporation who may be present, and (b) whenever, in the judgment of
   the President, or in his or her absence, of any Vice President, it is
   desirable for this corporation to execute a proxy or written consent in
   respect to any shares or other securities issued by any other corporation
   and owned by this corporation, such proxy or consent shall be executed in
   the name of this corporation by the President or one of the Vice
   Presidents of this corporation, without necessity of any authorization by
   the Board of Directors, affixation of corporate seal, if any, or
   countersignature or attestation by another officer.  Any person or persons
   designated in the manner above stated as the proxy or proxies of this
   corporation shall have full right, power and authority to vote the shares
   or other securities issued by such other corporation and owned by this
   corporation the same as such shares or other securities might be voted by
   this corporation.

            ARTICLE VI.  CERTIFICATES FOR SHARES; TRANSFER OF SHARES

             6.01.     Certificates for Shares.  Certificates representing
   shares of the corporation shall be in such form, consistent with the
   Wisconsin Business Corporation Law, as shall be determined by the Board of
   Directors.  Such certificates shall be signed by the President or a Vice
   President and by the Secretary or an Assistant Secretary.  All
   certificates for shares shall be consecutively numbered or otherwise
   identified.  The name and address of the person to whom the shares
   represented thereby are issued, with the number of shares and date of
   issue, shall be entered on the stock transfer books of the corporation. 
   All certificates surrendered to the corporation for transfer shall be
   cancelled and no new certificate shall be issued until the former
   certificate for a like number of shares shall have been surrendered and
   cancelled, except as provided in Section 6.06 hereof.

             6.02.     Facsimile Signatures and Seal.  The seal of the
   corporation, if any, on any certificates for shares may be a facsimile. 
   The signature of the President or Vice President and the Secretary or
   Assistant Secretary upon a certificate may be facsimiles if the
   certificate is manually signed on behalf of a transfer agent, or a
   registrar, other than the corporation itself or an employee of the
   corporation.

             6.03.     Signature by Former Officers.  The validity of a share
   certificate is not affected if a person who signed the certificate (either
   manually or in facsimile) no longer holds office when the certificate is
   issued.

             6.04.     Transfer of Shares.  Prior to due presentment of a
   certificate for shares for registration of transfer the corporation may
   treat the registered owner of such shares as the person exclusively
   entitled to vote, to receive notifications and otherwise to have and
   exercise all the rights and power of an owner.  Where a certificate for
   shares is presented to the corporation with a request to register for
   transfer, the corporation shall not be liable to the owner or any other
   person suffering loss as a result of such registration of transfer if (a)
   there were on or with the certificate the necessary endorsements, and (b)
   the corporation had no duty to inquire into adverse claims or has
   discharged any such duty.  The corporation may require reasonable
   assurance that such endorsements are genuine and effective and compliance
   with such other regulations as may be prescribed by or under the authority
   of the Board of Directors.

             6.05.     Restrictions on Transfer.  The face or reverse side of
   each certificate representing shares shall bear a conspicuous notation of
   any restriction imposed by the corporation upon the transfer of such
   shares.

             6.06.     Lost, Destroyed or Stolen Certificates.  Where the
   owner claims that certificates for shares have been lost, destroyed or
   wrongfully taken, a new certificate shall be issued in place thereof if
   the owner (a) so requests before the corporation has notice that such
   shares have been acquired by a bona fide purchaser, (b) files with the
   corporation a sufficient indemnity bond if required by the Board of
   Directors or any principal officer, and (c) satisfies such other
   reasonable requirements as may be prescribed by or under the authority of
   the Board of Directors.

             6.07.     Consideration for Shares.  The Board of Directors may
   authorize shares to be issued for consideration consisting of any tangible
   or intangible property or benefit to the corporation, including cash,
   promissory notes, services performed, contracts for services to be
   performed or other securities of the corporation.  Before the corporation
   issues shares, the Board of Directors shall determine that the
   consideration received or to be received for the shares to be issued is
   adequate.  The determination of the Board of Directors is conclusive
   insofar as the adequacy of consideration for the issuance of shares
   relates to whether the shares are validly issued, fully paid and
   nonassessable. The corporation may place in escrow shares issued in whole
   or in part for a contract for future services or benefits, a promissory
   note, or other property to be issued in the future, or make other
   arrangements to restrict the transfer of the shares, and may credit
   distributions in respect of the shares against their purchase price, until
   the services are performed, the benefits or property are received or the
   promissory note is paid.  If the services are not performed, the benefits
   or property are not received or the promissory note is not paid, the
   corporation may cancel, in whole or in part, the shares escrowed or
   restricted and the distributions credited.

             6.08.     Stock Regulations.  The Board of Directors shall have
   the power and authority to make all such further rules and regulations not
   inconsistent with law as it may deem expedient concerning the issue,
   transfer and registration of shares of the corporation.

                               ARTICLE VII.  SEAL

             7.01.     The Board of Directors may provide for a corporate
   seal for the corporation.

                         ARTICLE VIII.  INDEMNIFICATION

             8.01.     Certain Definitions.  All capitalized terms used in
   this Article VIII and not otherwise hereinafter defined in this Section
   8.01 shall have the meaning set forth in Section 180.0850 of the Statute. 
   The following capitalized terms (including any plural forms thereof) used
   in this Article VIII shall be defined as follows:

             (a)  "Affiliate" shall include, without limitation, any
        corporation, partnership, joint venture, employee benefit plan,
        trust or other enterprise that directly or indirectly through
        one or more intermediaries, controls or is controlled by, or is
        under common control with, the Corporation.

             (b)  "Authority" shall mean the entity selected by the
        Director or Officer to determine his or her right to
        indemnification pursuant to Section 8.04.

             (c)  "Board" shall mean the entire elected and serving
        Board of Directors of the corporation, including all Directors
        Emeritus and all members of the Board of Directors of the
        corporation and Directors Emeritus who are Parties to the
        subject Proceeding or any related Proceeding.

             (d)  "Breach of Duty" shall mean the Director or Officer
        breached or failed to perform his or her duties to the
        Corporation and his or her breach of or failure to perform those
        duties is determined, in accordance with Section 8.04, to
        constitute misconduct under Section 180.0851(2)(a) l, 2, 3 or 4
        of the Statute.

             (e)  "Corporation," as used herein and as defined in the
        Statute and incorporated by reference into the definitions of
        certain other capitalized terms used herein, shall mean this
        Corporation, including, without limitation, any successor
        corporation or entity to this Corporation by way of merger,
        consolidation or acquisition of all or substantially all of the
        capital stock or assets of this Corporation.

             (f)  "Director" or "Officer" shall have the meaning set
        forth in the Statute and shall also include all Directors
        Emeritus for purposes of the definition of 'Director' under this
        Article VIII; provided, that, for purposes of this Article VIII,
        it shall be conclusively presumed that any Director or Officer
        serving as a director, officer, partner, trustee, member of any
        governing or decision-making committee, employee or agent of an
        Affiliate shall be so serving at the request of the
        corporation."

             (g)  "Disinterested Quorum" shall mean a quorum of the
        Board who are not Parties to the subject Proceeding or any
        related Proceeding.

             (h)  "Party" shall have the meaning set forth in the
        Statute; provided, that, for purposes of this Article VIII, the
        term "Party" shall also include any Director or Officer or
        employee of the Corporation who is or was a witness in a
        Proceeding at a time when he or she has not otherwise been
        formally named a Party thereto.

             (i)  "Proceeding" shall have the meaning set forth in the
        Statute; provided, that, in accordance with Section 180.0859 of
        the Statute and for purposes of this Article VIII, the term
        "Proceeding" shall also include all Proceedings (i) brought
        under (in whole or in part) the Securities Act of 1933, as
        amended, the Securities Exchange Act of 1934, as amended, their
        respective state counterparts, and/or any rule or regulation
        promulgated under any of the foregoing; (ii) brought before an
        Authority or otherwise to enforce rights hereunder; (iii) any
        appeal from a Proceeding; and (iv) any Proceeding in which the
        Director or Officer is a plaintiff or petitioner because he or
        she is a Director or Officer; provided, however, that any such
        Proceeding under this subsection (iv) must be authorized by a
        majority vote of a Disinterested Quorum.

             (j)  "Statute" shall mean Sections 180.0850 through
        180.0859, inclusive, of the Wisconsin Business Corporation Law,
        Chapter 180 of the Wisconsin Statutes, as the same shall then be
        in effect, including any amendments thereto, but, in the case of
        any such amendment, only to the extent such amendment permits or
        requires the Corporation to provide broader indemnification
        rights than the Statute permitted or required the Corporation to
        provide prior to such amendment.

             8.02.     Mandatory Indemnification of Directors and Officers. 
   To the fullest extent permitted or required by the Statute, the
   Corporation shall indemnify a Director or Officer against all Liabilities
   incurred by or on behalf of such Director or Officer in connection with a
   Proceeding in which the Director or Officer is a Party because he or she
   is a Director or Officer.

             8.03.     Procedural Requirements.

             (a)  A Director or Officer who seeks indemnification under
   Section 8.02 shall make a written request therefor to the Corporation. 
   Subject to Section 8.03(b), within sixty days of the Corporation's receipt
   of such request, the Corporation shall pay or reimburse the Director or
   Officer for the entire amount of Liabilities incurred by the Director or
   Officer in connection with the subject Proceeding (net of any Expenses
   previously advanced pursuant to Section 8.05).

             (b)  No indemnification shall be required to be paid by the
   Corporation pursuant to Section 8.02 if, within such sixty-day period, (i)
   a Disinterested Quorum, by a majority vote thereof, determines that the
   Director or Officer requesting indemnification engaged in misconduct
   constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be
   obtained.

             (c)  In either case of nonpayment pursuant to Section 8.03(b),
   the Board shall immediately authorize by resolution that an Authority, as
   provided in Section 8.04, determine whether the Director's or Officer's
   conduct constituted a Breach of Duty and, therefore, whether
   indemnification should be denied hereunder.

             (d)  (i) If the Board does not authorize an Authority to
   determine the Director's or Officer's right to indemnification hereunder
   within such sixty-day period and/or (ii) if indemnification of the
   requested amount of Liabilities is paid by the Corporation, then it shall
   be conclusively presumed for all purposes that a Disinterested Quorum has
   affirmatively determined that the Director or Officer did not engage in
   misconduct constituting a Breach of Duty and, in the case of subsection
   (i) above (but not subsection (ii)), indemnification by the Corporation of
   the requested amount of Liabilities shall be paid to the Director or
   Officer immediately.

             8.04.     Determination of Indemnification.

             (a)  If the Board authorizes an Authority to determine a
   Director's or Officer's right to indemnification pursuant to Section 8.03,
   then the Director or Officer requesting indemnification shall have the
   absolute discretionary authority to select one of the following as such
   Authority:

             (i)  An independent legal counsel; provided, that such
        counsel shall be mutually selected by such Director or Officer
        and by a majority vote of a Disinterested Quorum or, if a
        Disinterested Quorum cannot be obtained, then by a majority vote
        of the Board;

             (ii) A panel of three arbitrators selected from the panels
        of arbitrators of the American Arbitration Association in
        Wisconsin; provided, that (A) one arbitrator shall be selected
        by such Director or Officer, the second arbitrator shall be
        selected by a majority vote of a Disinterested Quorum or, if a
        Disinterested Quorum cannot be obtained, then by a majority vote
        of the Board, and the third arbitrator shall be selected by the
        two previously selected arbitrators, and (B) in all other
        respects (other than this Article VIII), such panel shall be
        governed by the American Arbitration Association's then existing
        Commerical Arbitration Rules; or

             (iii)     A court pursuant to and in accordance with
        Section 180.0854 of the Statute.

             (b)  In any such determination by the selected Authority there
   shall exist a rebuttable presumption that the Director's or Officer's
   conduct did not constitute a Breach of Duty and that indemnification
   against the requested amount of Liabilities is required.  The burden of
   rebutting such a presumption by clear and convincing evidence shall be on
   the Corporation or such other party asserting that such indemnification
   should not be allowed.

             (c)  The Authority shall make its determination within sixty
   days of being selected and shall submit a written opinion of its
   conclusion simultaneously to both the Corporation and the Director or
   Officer.

             (d)  If the Authority determines that indemnification is
   required hereunder, the Corporation shall pay the entire requested amount
   of Liabilities (net of any Expenses previously advanced pursuant to
   Section 8.05), including interest thereon at a reasonable rate, as
   determined by the Authority, within ten days of receipt of the Authority's
   opinion; provided, that, if it is determined by the Authority that a
   Director or Officer is entitled to indemnification against Liabilities'
   incurred in connection with some claims, issues or matters, but not as to
   other claims, issues or matters, involved in the subject Proceeding, the
   Corporation shall be required to pay (as set forth above) only the amount
   of such requested Liabilities as the Authority shall deem appropriate in
   light of all of the circumstances of such Proceeding.

             (e)  The determination by the Authority that indemnification is
   required hereunder shall be binding upon the Corporation regardless of any
   prior determination that the Director or Officer engaged in a Breach of
   Duty.

             (f)  All Expenses incurred in the determination process under
   this Section 8.04 by either the Corporation or the Director or Officer,
   including, without limitation, all Expenses of the selected Authority,
   shall be paid by the Corporation.

             8.05.     Mandatory Allowance of Expenses.

             (a)  The Corporation shall pay or reimburse from time to time or
   at any time, within ten days after the receipt of the Director's or
   Officer's written request therefor, the reasonable Expenses of the
   Director or Officer as such Expenses are incurred; provided, the following
   conditions are satisfied:

             (i)  The Director or Officer furnishes to the Corporation
        an executed written certificate affirming his or her good faith
        belief that he or she has not engaged in misconduct which
        constitutes a Breach of Duty; and

             (ii) The Director or Officer furnishes to the Corporation
        an unsecured executed written agreement to repay any advances
        made under this Section 8.05 if it is ultimately determined by
        an Authority that he or she is not entitled to be indemnified by
        the Corporation for such Expenses pursuant to Section 8.04.

             (b)  If the Director or Officer must repay any previously
   advanced Expenses pursuant to this Section 8.05, such Director or Officer
   shall not be required to pay interest on such amounts.

             8.06.     Indemnification and Allowance of Expenses of Certain
   Others.

             (a)  The Board may, in its sole and absolute discretion as it
   deems appropriate, pursuant to a majority vote thereof, indemnify a
   director or officer of an Affiliate (who is not otherwise serving as a
   Director or Officer) against all Liabilities, and shall advance the
   reasonable Expenses, incurred by such director or officer in a Proceeding
   to the same extent hereunder as if such director or officer incurred such
   Liabilities because he or she was a Director or Officer, if such director
   or officer is a Party thereto because he or she is or was a director or
   officer of the Affiliate.

             (b)  The Corporation shall indemnify an employee who is not a
   Director or Officer, to the extent he or she has been successful on the
   merits or otherwise in defense of a Proceeding, for all reasonable
   Expenses incurred in the Proceeding if the employee was a Party because he
   or she was an employee of the Corporation.

             (c)  The Board may, in its sole and absolute discretion as it
   deems appropriate, pursuant to a majority vote thereof, indemnify (to the
   extent not otherwise provided in Section 8.06(b) hereof) against
   Liabilities incurred by, and/or provide for the allowance of reasonable
   Expenses of, an employee or authorized agent of the Corporation acting
   within the scope of his or her duties as such and who is not otherwise a
   Director or Officer.

             8.07.     Insurance.  The Corporation may purchase and maintain
   insurance on behalf of a Director or Officer or any individual who is or
   was an employee or authorized agent of the Corporation against any
   Liability asserted against or incurred by such individual in his or her
   capacity as such or arising from his or her status as such, regardless of
   whether the Corporation is required or permitted to indemnify against any
   such Liability under this Article VIII.

             8.08.     Notice to the Corporation.  A Director, Officer or
   employee shall promptly notify the Corporation in writing when he or she
   has actual knowledge of a Proceeding which may result in a claim of
   indemnification against Liabilities or allowance of Expenses hereunder,
   but the failure to do so shall not relieve the Corporation of any
   liability to the Director, Officer or employee hereunder unless the
   Corporation shall have been irreparably prejudiced by such failure (as
   determined, in the case of Directors or Officers only, by an Authority
   selected pursuant to Section 8.04(a)).

             8.09.     Severability.  If any provision of this Article VIII
   shall be deemed invalid or inoperative, or if a court of competent
   jurisdiction determines that any of the provisions of this Article VIII
   contravene public policy, this Article VIII shall be construed so that the
   remaining provisions shall not be affected, but shall remain in full force
   and effect, and any such provisions which are invalid or inoperative or
   which contravene public policy shall be deemed, without further action or
   deed by or on behalf of the Corporation, to be modified, amended and/or
   limited, but only to the extent necessary to render the same valid and
   enforceable; it being understood that it is the Corporation's intention to
   provide the Directors and Officers with the broadest possible protection
   against personal liability allowable under the Statute.

             8.10.     Nonexclusivity of Article VIII.  The rights of a
   Director, Officer or employee (or any other person) granted under this
   Article VIII shall not be deemed exclusive of any other rights to
   indemnification against Liabilities or allowance of Expenses which the
   Director, Officer or employee (or such other person) may be entitled to
   under any written agreement, Board resolution, vote of shareholders of the
   Corporation or otherwise, including, without limitation, under the
   Statute.  Nothing contained in this Article VIII shall be deemed to limit
   the Corporation's obligations to indemnify against Liabilities or allow
   Expenses to a Director, Officer or employee under the Statute.

             8.11.     Contractual Nature of Article VIII; Repeal or
   Limitation of Rights.  This Article VIII shall be deemed to be a contract
   between the Corporation and each Director, Officer and employee of the
   Corporation and any repeal or other limitation of this Article VIII or any
   repeal or limitation of the Statute or any other applicable law shall not
   limit any rights of indemnification against Liabilities or allowance of
   Expenses then existing or arising out of events, acts or omissions
   occurring prior to such repeal or limitation, including, without
   limitation, the right to indemnification against Liabilities or allowance
   of Expenses for Proceedings commenced after such repeal or limitation to
   enforce this Article VIII with regard to acts, omissions or events arising
   prior to such repeal or limitation.

                             ARTICLE IX.  AMENDMENTS

             9.01.     By Shareholders.  These bylaws may be amended or
   repealed and new bylaws may be adopted by the shareholders at any annual
   or special meeting of the shareholders at which a quorum is in attendance.

             9.02.     By Directors.  Except as otherwise provided by the
   Wisconsin Business Corporation Law or the articles of incorporation, these
   bylaws may also be amended or repealed and new bylaws may be adopted by
   the Board of Directors by affirmative vote of a majority of the number of
   directors present at any meeting at which a quorum is in attendance;
   provided, however, that the shareholders in adopting, amending or
   repealing a particular bylaw may provide therein that the Board of
   Directors may not amend, repeal or readopt that bylaw.

             9.03.     Implied Amendments.  Any action taken or authorized by
   the shareholders or by the Board of Directors which would be inconsistent
   with the bylaws then in effect but which is taken or authorized by
   affirmative vote of not less than the number of shares or the number of
   directors required to amend the bylaws so that the bylaws would be
   consistent with such action shall be given the same effect as though the
   bylaws had been temporarily amended or suspended so far, but only so far,
   as is necessary to permit the specific action so taken or authorized.



                                                                 Exhibit 10.5

                             THE MARCUS CORPORATION
                           1995 EQUITY INCENTIVE PLAN
                       AMENDED AND RESTATED JUNE 26, 1996

                   (Section 6(a)(ii) amended in its entirety)

   
<PAGE>

                             THE MARCUS CORPORATION
                           1995 EQUITY INCENTIVE PLAN
                       AMENDED AND RESTATED JUNE 26, 1996

                   (Section 6(a)(ii) amended in its entirety)

   Section 1.     Purpose

             The purpose of The Marcus Corporation 1995 Equity Incentive Plan
   (the "Plan") is to promote the best interests of The Marcus Corporation
   (the "Company") and its shareholders by providing key employees of the
   Company and its Affiliates (as defined below) with an opportunity to
   acquire a, or increase their, proprietary interest in the Company.  It is
   intended that the Plan will promote continuity of management and increased
   incentive and personal interest in the welfare of the Company by those key
   employees who are primarily responsible for shaping and carrying out the
   long-range plans of the Company and securing the Company's continued
   growth and financial success.

   Section 2.     Definitions

             As used in the Plan, the following terms shall have the
   respective meanings set forth below:

             (a)  "Affiliate" shall mean any entity that, directly or through
   one or more intermediaries, is controlled by, controls, or is under common
   control with, the
 Company.

             (b)  "Award" shall mean any Option, Stock Appreciation Right,
   Restricted Stock or Performance Share granted under the Plan.

             (c)  "Award Agreement" shall mean any written agreement,
   contract or other instrument or document evidencing any Award granted
   under the Plan.

             (d)  "Code" shall mean the Internal Revenue Code of 1986, as
   amended from time to time.

             (e)  "Commission" shall mean the Securities and Exchange
   Commission.

             (f)  "Committee" shall mean the Compensation and Nominating
   Committee of the Board of Directors of the Company (or any other committee
   thereof designated by such Board to administer the Plan); provided,
   however, that the Committee is composed of not less than two directors,
   each of whom is a "disinterested person" within the meaning of Rule 16b-3.

             (g)  "Exchange Act" shall mean the Securities Exchange Act of
   1934, as amended from time to time.

             (h)  "Fair Market Value" shall mean, with respect to any
   property (including, without limitation, any Shares or other securities),
   the fair market value of such property determined by such methods or
   procedures as shall be established from time to time by the Committee.

             (i)  "Incentive Stock Option" shall mean an option granted under
   Section 6(a) of the Plan that is intended to meet the requirements of
   Section 422 of the Code (or any successor provision thereto).

             (j)  "Key Employee" shall mean any officer or other key employee
   of the Company or of any Affiliate who is responsible for or contributes
   to the management, growth or profitability of the business of the Company
   or any Affiliate as determined by the Committee in its discretion.

             (k)  "Non-Qualified Stock Option" shall mean an option granted
   under Section 6(a) of the Plan that is not intended to be an Incentive
   Stock Option.

             (l)  "Option" shall mean an Incentive Stock Option or a Non-
   Qualified Stock Option.

             (m)  "Participating Key Employee" shall mean a Key Employee
   designated to be granted an Award under the Plan.

             (n)  "Performance Period" shall mean, in relation to Performance
   Shares, any period for which a performance goal or goals have been
   established.

             (o)  "Performance Share" shall mean any right granted under
   Section 6(d) of the Plan that will be paid out as a Share (which, in
   specified circumstances, may be a Share of Restricted Stock).

             (p)  "Person" shall mean any individual, corporation,
   partnership, association, joint-stock company, trust, unincorporated
   organization or government or political subdivision thereof.

             (q)  "Released Securities" shall mean Shares of Restricted Stock
   with respect to which all applicable restrictions have expired, lapsed or
   been waived.

             (r)  "Restricted Securities" shall mean Awards of Restricted
   Stock or other Awards under which issued and outstanding Shares are held
   subject to certain restrictions.

             (s)  "Restricted Stock" shall mean any Share granted under
   Section 6(c) of the Plan or, in specified circumstances, a Share paid in
   connection with a Performance Share under Section 6(e) of the Plan.

             (t)  "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
   Commission under the Exchange Act, or any successor rule or regulation
   thereto.

             (u)  "Shares" shall mean shares of common stock of the Company,
   $1 par value, and such other securities or property as may become subject
   to Awards pursuant to an adjustment made under Section 4(b) of the Plan.

             (v)  "Stock Appreciation Right" shall mean any right granted
   under Section 6(b) of the Plan.

   Section 3.     Administration

             The Plan shall be administered by the Committee; provided,
   however, that if at any time the Committee shall not be in existence, the
   functions of the Committee as specified in the Plan shall be exercised by
   those members of the Board of Directors of the Company who qualify as
   "disinterested persons" under Rule 16b-3.  Subject to the terms of the
   Plan and applicable laws and without limitation by reason of enumeration,
   the Committee shall have full discretionary power and authority to:  (i)
   designate Participating Key Employees; (ii) determine the type or types of
   Awards to be granted to each Participating Key Employee under the Plan;
   (iii) determine the number of Shares to be covered by (or with respect to
   which payments, rights or other matters are to be calculated in connection
   with) Awards granted to Participating Key Employees; (iv) determine the
   terms and conditions of any Award granted to a Participating Key Employee;
   (v) determine whether, to what extent and under what circumstances Awards
   granted to Participating Key Employees may be settled or exercised in
   cash, Shares, other securities, other Awards or other property, and the
   method or methods by which Awards may be settled, exercised, canceled,
   forfeited or suspended; (vi) determine whether, to what extent and under
   what circumstances cash, Shares, other Awards and other amounts payable
   with respect to an Award granted to Participating Key Employees under the
   Plan shall be deferred either automatically or at the election of the
   holder thereof or of the Committee; (vii) interpret and administer the
   Plan and any instrument or agreement relating to, or Award made under, the
   Plan (including, without limitation, any Award Agreement); (viii)
   establish, amend, suspend or waive such rules and regulations and appoint
   such agents as it shall deem appropriate for the proper administration of
   the Plan; and (ix) make any other determination and take any other action
   that the Committee deems necessary or desirable for the administration of
   the Plan.  Unless otherwise expressly provided in the Plan, all
   designations, determinations, interpretations and other decisions under or
   with respect to the Plan or any Award shall be within the sole discretion
   of the Committee, may be made at any time or from time to time, and shall
   be final, conclusive and binding upon all Persons, including the Company,
   any Affiliate, any Participating Key Employee, any holder or beneficiary
   of any Award, any shareholder and any employee of the Company or of any
   Affiliate.  

   Section 4.     Shares Available for Award

             (a)  Shares Available.  Subject to adjustment as provided in
   Section 4(b):

                  (i)  Number of Shares Available.  The number of Shares with
        respect to which Awards may be granted under the Plan shall be
        500,000, subject to the limitations set forth in Section 6(c)(i).  

                  (ii) Accounting for Awards.  The number of Shares covered
        by an Award under the Plan, or to which such Award relates, shall be
        counted on the date of grant of such Award against the number of
        Shares available for granting Awards under the Plan.

                  (iii)     Sources of Shares Deliverable Under Awards.  Any
        Shares delivered pursuant to an Award may consist, in whole or in
        part, of authorized and unissued Shares or of treasury Shares.

             (b)  Adjustments.  In the event that the Committee shall
   determine that any dividend or other distribution (whether in the form of
   cash, Shares, other securities or other property), recapitalization, stock
   split, reverse stock split, reorganization, merger, consolidation, split-
   up, spin-off, combination, repurchase or exchange of Shares or other
   securities of the Company, issuance of warrants or other rights to
   purchase Shares or other securities of the Company, or other similar
   corporate transaction or event affects the Shares such that an adjustment
   is determined by the Committee to be appropriate in order to prevent
   dilution or enlargement of the benefits or potential benefits intended to
   be made available under the Plan, then the Committee may, in such manner
   as it may deem equitable, adjust any or all of (i) the number and type of
   Shares subject to the Plan and which thereafter may be made the subject of
   Awards under the Plan; (ii) the number and type of Shares subject to
   outstanding Awards; and (iii) the grant, purchase or exercise price with
   respect to any Award, or, if deemed appropriate, make provision for a cash
   payment to the holder of an outstanding Award; provided, however, in each
   case, that with respect to Awards of Incentive Stock Options no such
   adjustment shall be authorized to the extent that such authority would
   cause the Plan to violate Section 422(b) of the Code (or any successor
   provision thereto); and provided further that the number of Shares subject
   to any Award payable or denominated in Shares shall always be a whole
   number.  

   Section 5.     Eligibility

             Any Key Employee, including any executive officer or employee-
   director of the Company or of any Affiliate, who is not a member of the
   Committee shall be eligible to be designated a Participating Key Employee. 
   Ben Marcus, Stephen H. Marcus, Diane Marcus Gershowitz and any other
   person who beneficially owns, directly or indirectly (taking into account
   stock ownership attributed to such person pursuant to Section 425(d) of
   the Code), stock possessing more than five percent (5%) of the total
   combined voting power of all classes of stock of the Company or of any
   Affiliate of the Company shall not be eligible to receive Awards under the
   Plan.

   Section 6.     Awards

             (a)  Option Awards.  The Committee is hereby authorized to grant
   Options to Key Employees with the terms and conditions as set forth below
   and with such additional terms and conditions, in either case not
   inconsistent with the provisions of the Plan, as the Committee shall
   determine in its discretion.

                  (i)  Exercise Price.  The exercise price per Share of an
        Option granted pursuant to this Section 6(a) shall be determined by
        the Committee; provided, however, that such exercise price shall not
        be less than 100% of the Fair Market Value of a Share on the date of
        grant of such Option.

                  (ii) Option Term.  The term of each Option shall be fixed
        by the Committee; provided, however, that in no event shall the term
        of any Option exceed a period of ten years from the date of its
        grant.

                  (iii)     Exercisability and Method of Exercise.  An Option
        shall become exercisable in such manner and within such period or
        periods and in such installments or otherwise as shall be determined
        by the Committee.  The Committee also shall determine the method or
        methods by which, and the form or forms, including, without
        limitation, cash, Shares, other securities, other Awards, other
        property or any combination thereof, having a Fair Market Value on
        the exercise date equal to the relevant exercise price, in which
        payment of the exercise price with respect to any Option may be made
        or deemed to have been made.

                  (iv) Incentive Stock Options.  The terms of any Incentive
        Stock Option granted under the Plan shall comply in all respects with
        the provisions of Section 422 of the Code (or any successor provision
        thereto) and any regulations promulgated thereunder.  Notwithstanding
        any provision in the Plan to the contrary, no Incentive Stock Option
        may be granted hereunder after the tenth anniversary of the adoption
        of the Plan by the Board of Directors of the Company.

             (b)  Stock Appreciation Right Awards.  The Committee is hereby
   authorized to grant Stock Appreciation Rights to Key Employees.   Subject
   to the terms of the Plan and any applicable Award Agreement, a Stock
   Appreciation Right granted under the Plan shall confer on the holder
   thereof a right to receive, upon exercise thereof, the excess of (i) the
   Fair Market Value of one Share on the date of exercise over (ii) the grant
   price of the Stock Appreciation Right as specified by the Committee, which
   shall not be less than 100% of the Fair Market Value of one Share on the
   date of grant of the Stock Appreciation Right.  Subject to the terms of
   the Plan, the grant price, term, methods of exercise, methods of
   settlement (including whether the Participating Key Employee will be paid
   in cash, Shares, other securities, other Awards, or other property or any
   combination thereof), and any other terms and conditions of any Stock
   Appreciation Right shall be as determined by the Committee in its
   discretion.  The Committee may impose such conditions or restrictions on
   the exercise of any Stock Appreciation Right as it may deem appropriate,
   including, without limitation, restricting the time of exercise of the
   Stock Appreciation Right to specified periods as may be necessary to
   satisfy the requirements of Rule 16b-3.

             (c)  Restricted Stock Awards.

                  (i)  Issuance.  The Committee is hereby authorized to grant
        Awards of Restricted Stock to Key Employees; provided, however, that
        the aggregate number of Shares of Restricted Stock granted under the
        Plan to all Participating Key Employees as a group shall not exceed
        50,000 Shares (such number of Shares subject to adjustment in
        accordance with the terms of Section 4(b) hereof) of the total number
        of Shares available for Awards under Section 4(a)(i).  

                  (ii) Restrictions.  Shares of Restricted Stock granted to
        Participating Key Employees shall be subject to such restrictions as
        the Committee may impose in its discretion (including, without
        limitation, any limitation on the right to vote a Share of Restricted
        Stock or the right to receive any dividend or other right or
        property), which restrictions may lapse separately or in combination
        at such time or times, in such installments or otherwise, as the
        Committee may deem appropriate in its discretion.

                  (iii)     Registration.  Any Restricted Stock granted under
        the Plan to a Participating Key Employee may be evidenced in such
        manner as the Committee may deem appropriate in its discretion,
        including, without limitation, book-entry registration or issuance of
        a stock certificate or certificates.  In the event any stock
        certificate is issued in respect of Shares of Restricted Stock
        granted under the Plan to a Participating Key Employee, such
        certificate shall be registered in the name of the Participating Key
        Employee and shall bear an appropriate legend (as determined by the
        Committee) referring to the terms, conditions and restrictions
        applicable to such Restricted Stock.

                  (iv) Payment of Restricted Stock.  At the end of the
        applicable restriction period relating to Restricted Stock granted to
        a Participating Key Employee, one or more stock certificates for the
        appropriate number of Shares, free of restrictions imposed under the
        Plan, shall be delivered to the Participating Key Employee or, if the
        Participating Key Employee received stock certificates representing
        the Restricted Stock at the time of grant, the legends placed on such
        certificates shall be removed.

                  (v)  Forfeiture.  Except as otherwise determined by the
        Committee in its discretion, upon termination of employment of a
        Participating Key Employee (as determined under criteria established
        by the Committee in its discretion) for any reason during the
        applicable restriction period, all Shares of Restricted Stock still
        subject to restriction shall be forfeited by the Participating Key
        Employee; provided, however, that the Committee may, when it finds
        that a waiver would be in the best interests of the Company, waive in
        whole or in part any or all remaining restrictions with respect to
        Shares of Restricted Stock held by a Participating Key Employee.

             (d)  Performance Share Awards.

                  (i)  Issuance.  The Committee is hereby authorized to grant
        Awards of Performance Shares to Key Employees.  

                  (ii) Performance Goals and Other Terms.  The Committee
        shall determine in its discretion the Performance Period, the
        performance goal or goals to be achieved during any Performance
        Period, the proportion of payments, if any, to be made for
        performance between the minimum and full performance levels, the
        restrictions applicable to Shares of Restricted Stock received upon
        payment of Performance Shares if Performance Shares are paid in such
        manner, and any other terms, conditions and rights relating to a
        grant of Performance Shares.  Performance goals established by the
        Committee may be based on one or more measures such as return on
        shareholders' equity, earnings or any other standard or standards
        deemed relevant by the Committee, measured internally or relative to
        other organizations and before or after extraordinary items.
    
                  (iii)     Rights and Benefits During the Performance
        Period.  The Committee may provide that, during a Performance Period,
        a Participating Key Employee shall be paid cash amounts, with respect
        to each Performance Share held by such Participating Key Employee, in
        the same manner, at the same time, and in the same amount paid, as a
        cash dividend on a Share.  Participating Key Employees shall have no
        voting rights with respect to Performance Shares held by them.

                  (iv) Adjustments with Respect to Performance Shares.  Any
        other provision of the Plan to the contrary notwithstanding, the
        Committee may in its discretion at any time or from time to time
        adjust performance goals (up or down) and minimum or full performance
        levels (and any intermediate levels and proportion of payments
        related thereto), adjust the manner in which performance goals are
        measured, or shorten any Performance Period or waive in whole or in
        part any or all remaining restrictions with respect to Shares of
        Restricted Stock issued in payment of Performance Shares, if the
        Committee determines that conditions, including but not limited to,
        changes in the economy, changes in competitive conditions, changes in
        laws or governmental regulations, changes in generally accepted
        accounting principles, changes in the Company's accounting policies,
        acquisitions or dispositions by the Company or its Affiliates, or the
        occurrence of other unusual, unforeseen or extraordinary events, so
        warrant.

                  (v)  Payment of Performance Shares. As soon as is
        reasonably practicable following the end of the applicable
        Performance Period, one or more certificates representing the number
        of Shares equal to the number of Performance Shares payable shall be
        registered in the name of and delivered to the Participating Key
        Employee; provided, however, that any Shares of Restricted Stock
        payable in connection with Performance Shares shall, pending the
        expiration, lapse, or waiver of the applicable restrictions, be
        evidenced in the manner as set forth in Section 6(c)(iii) hereof. 

             (e)  General.

                  (i)  No Consideration for Awards.  Awards shall be granted
        to Participating Key Employees for no cash consideration unless
        otherwise determined by the Committee.  

                  (ii) Award Agreements.  Each Award granted under the Plan
        shall be evidenced by an Award Agreement in such form (consistent
        with the terms of the Plan) as shall have been approved by the
        Committee.

                  (iii)     Awards May Be Granted Separately or Together. 
        Awards to Participating Key Employees under the Plan may be granted
        either alone or in addition to, in tandem with, or in substitution
        for, any other Award or any award granted under any other plan of the
        Company or any Affiliate.  Awards granted in addition to, or in
        tandem with, other Awards, or in addition to, or in tandem with,
        awards granted under any other plan of the Company or any Affiliate,
        may be granted either at the same time as or at a different time from
        the grant of such other Awards or awards.

                  (iv) Forms of Payment Under Awards.  Subject to the terms
        of the Plan and of any applicable Award Agreement, payments or
        transfers to be made by the Company or an Affiliate upon the grant,
        exercise or payment of an Award to a Participating Key Employee may
        be made in such form or forms as the Committee shall determine, and
        may be made in a single payment or transfer, in installments, or on a
        deferred basis, in each case in accordance with rules and procedures
        established by the Committee in its discretion.  Such rules and
        procedures may include, without limitation, provisions for the
        payment or crediting of interest on installment or deferred payments.

                  (v)  Limits on Transfer of Awards.  No Award (other than
        Released Securities), and no right under any such Award, shall be
        assignable, alienable, saleable or transferable by a Participating
        Key Employee otherwise than by will or by the laws of descent and
        distribution (or, in the case of an Award of Restricted Securities,
        to the Company); provided, however, that a Participating Key Employee
        at the discretion of the Committee may be entitled, in the manner
        established by the Committee, to designate a beneficiary or
        beneficiaries to exercise his or her rights, and to receive any
        property distributable, with respect to any Award upon the death of
        the Participating Key Employee. Each Award, and each right under any
        Award, shall be exercisable, during the lifetime of the Participating
        Key Employee, only by such individual or, if permissible under
        applicable law, by such individual's guardian or legal
        representative.  No Award (other than Released Securities), and no
        right under any such Award, may be pledged, alienated, attached or
        otherwise encumbered, and any purported pledge, alienation,
        attachment or encumbrance thereof shall be void and unenforceable
        against the Company or any Affiliate.

                  (vi) Term of Awards.  Except as otherwise provided in the
        Plan, the term of each Award shall be for such period as may be
        determined by the Committee.

                  (vii)     Rule 16b-3 Six-Month Limitations.  To the extent
        required in order to comply with Rule 16b-3 only, any equity security
        offered pursuant to the Plan may not be sold for at least six months
        after acquisition, except in the case of death or disability, and any
        derivative security issued pursuant to the Plan shall not be
        exercisable for at least six months, except in case of death or
        disability of the holder thereof.  Terms used in the preceding
        sentence shall, for the purposes of such sentence only, have the
        meanings, if any, assigned or attributed to them under Rule 16b-3.

                  (viii)    Share Certificates; Representation.  In addition
        to the restrictions imposed pursuant to Section 6(c) and Section 6(d)
        hereof, all certificates for Shares delivered under the Plan pursuant
        to any Award or the exercise thereof shall be subject to such stop
        transfer orders and other restrictions as the Committee may deem
        advisable under the Plan or the rules, regulations and other
        requirements of the Commission, New York Stock Exchange or any other
        stock exchange or other market upon which such Shares are then listed
        or traded, and any applicable federal or state securities laws, and
        the Committee may cause a legend or legends to be put on any such
        certificates to make appropriate reference to such restrictions.  The
        Committee may require each Participating Key Employee, or other
        Person who acquires Shares under the Plan by means of an Award
        originally made to a Participating Key Employee to represent to the
        Company in writing that such Participating Key Employee, or other
        Person is acquiring the Shares without a view to the distribution
        thereof.

   Section 7.     Amendment and Termination of the Plan; Correction of
   Defects and Omissions

             (a)  Amendments to and Termination of the Plan.  The Board of
   Directors of the Company may at any time amend, alter, suspend,
   discontinue or terminate the Plan; provided, however, that shareholder
   approval of any amendment of the Plan shall also be obtained if otherwise
   required by: (i) the rules and/or regulations promulgated under Section 16
   of the Exchange Act (in order for the Plan to remain qualified under Rule
   16b-3); (ii) the Code or any rules promulgated thereunder (in order to
   allow for Incentive Stock Options to be granted under the Plan); or (iii)
   the listing requirements of the New York Stock Exchange or any other
   principal securities exchange or market on which the Shares are then
   traded (in order to maintain the listing of the Shares thereon). 
   Termination of the Plan shall not affect the rights of Participating Key
   Employees with respect to Awards previously granted to them, and all
   unexpired Awards shall continue in force and effect after termination of
   the Plan except as they may lapse or be terminated by their own terms and
   conditions.

             (b)  Correction of Defects, Omissions and Inconsistencies.  The
   Committee may in its discretion correct any defect, supply any omission or
   reconcile any inconsistency in any Award or Award Agreement in the manner
   and to the extent it shall deem desirable to carry the Plan into effect.

   Section 8.     General Provisions

             (a)  No Rights to Awards.  No Key Employee, Participating Key
   Employee or other Person shall have any claim to be granted any Award
   under the Plan, and there is no obligation for uniformity of treatment of
   Key Employees, Participating Key Employees or holders or beneficiaries of
   Awards under the Plan.  The terms and conditions of Awards need not be the
   same with respect to each Participating Key Employee.

             (b)  Withholding.  No later than the date as of which an amount
   first becomes includable in the gross income of a Participating Key
   Employee for federal income tax purposes with respect to any Award under
   the Plan, the Participating Key Employee shall pay to the Company, or make
   arrangements satisfactory to the Company regarding the payment of, any
   federal, state, local or foreign taxes of any kind required by law to be
   withheld with respect to such amount.  Unless otherwise determined by the
   Committee, withholding obligations arising with respect to Awards to
   Participating Key Employees under the Plan may be settled with Shares
   previously owned by the Participating Key Employee; provided, however,
   that the Participating Key Employee may not settle such obligations with
   Shares that are part of, or are received upon exercise of, the Award that
   gives rise to the withholding requirement.  The obligations of the Company
   under the Plan shall be conditional on such payment or arrangements, and
   the Company and any Affiliate shall, to the extent permitted by law, have
   the right to deduct any such taxes from any payment otherwise due to the
   Participating Key Employee.  The Committee may establish such procedures
   as it deems appropriate for the settling of withholding obligations with
   Shares, including, without limitation, the establishment of such
   procedures as may be necessary to satisfy the requirements of Rule 16b-3.

             (c)  No Limit on Other Compensation Arrangements.  Nothing
   contained in the Plan shall prevent the Company or any Affiliate from
   adopting or continuing in effect other or additional compensation
   arrangements, and such arrangements may be either generally applicable or
   applicable only in specific cases.

             (d)  Rights and Status of Recipients of Awards.  The grant of an
   Award shall not be construed as giving a Participating Key Employee the
   right to be retained in the employ of the Company or any Affiliate. 
   Further, the Company or any Affiliate may at any time dismiss a
   Participating Key Employee from employment, free from any liability, or
   any claim under the Plan, unless otherwise expressly provided in the Plan
   or in any Award Agreement.  Except for rights accorded under the Plan and
   under any applicable Award Agreement, Participating Key Employees shall
   have no rights as holders of Shares as a result of the granting of Awards
   hereunder.

             (e)  Unfunded Status of the Plan.  Unless otherwise determined
   by the Committee, the Plan shall be unfunded and shall not create (or be
   construed to create) a trust or a separate fund or funds.  The Plan shall
   not establish any fiduciary relationship between the Company or the
   Committee and any Participating Key Employee or other Person.  To the
   extent any Person holds any right by virtue of a grant under the Plan,
   such right (unless otherwise determined by the Committee) shall be no
   greater than the right of an unsecured general creditor of the Company.

             (f)  Governing Law.  The validity, construction and effect of
   the Plan and any rules and regulations relating to the Plan shall be
   determined in accordance with the internal laws of the State of Wisconsin
   and applicable federal law.

             (g)  Severability.  If any provision of the Plan or any Award
   Agreement or any Award is or becomes or is deemed to be invalid, illegal
   or unenforceable in any jurisdiction, or as to any Person or Award, or
   would disqualify the Plan, any Award Agreement or any Award under any law
   deemed applicable by the Committee, such provision shall be construed or
   deemed amended to conform to applicable laws, or if it cannot be so
   construed or deemed amended without, in the determination of the
   Committee, materially altering the intent of the Plan, any Award Agreement
   or the Award, such provision shall be stricken as to such jurisdiction,
   Person or Award, and the remainder of the Plan, any such Award Agreement
   and any such Award shall remain in full force and effect.

             (h)  No Fractional Shares.  No fractional Shares or other
   securities shall be issued or delivered pursuant to the Plan, any Award
   Agreement or any Award, and the Committee shall determine (except as
   otherwise provided in the Plan) whether cash, other securities or other
   property shall be paid or transferred in lieu of any fractional Shares or
   other securities, or whether such fractional Shares or other securities or
   any rights thereto shall be canceled, terminated or otherwise eliminated.

             (i)  Headings.  Headings are given to the Sections and
   subsections of the Plan solely as a convenience to facilitate reference. 
   Such headings shall not be deemed in any way material or relevant to the
   construction or interpretation of the Plan or any provision thereof.

   Section 9.     Effective Date of the Plan

             The Plan shall be effective as of the date the Plan is adopted
   by the shareholders, provided such shareholder approval of the Plan is
   within 12 months following the date of adoption of the Plan by the Board
   of Directors, and all Awards granted under the Plan prior to the date of
   shareholder approval shall be subject to such approval and the effective
   date of such Award grants shall be deemed to be the date of such
   shareholder approval.

   Section 10.  Term of the Plan

             No Award shall be granted under the Plan following the tenth
   anniversary of its effective date.  However, unless otherwise expressly
   provided in the Plan or in an applicable Award Agreement, any Award
   theretofore granted may extend beyond such date and, to the extent set
   forth in the Plan, the authority of the Committee to amend, alter, adjust,
   suspend, discontinue or terminate any such Award, or to waive any
   conditions or restrictions with respect to any such Award, and the
   authority of the Board of Directors of the Company to amend the Plan,
   shall extend beyond such date.



                                                                   Exhibit 21

                           Subsidiaries of the Company
                               as of May 30, 1996    


        The Company owns all of the stock of the following corporations:

             Name                  State of Incorporation

   Marcus Theatres Corporation           Wisconsin
   Marcus Restaurants, Inc.              Wisconsin
   B & G Realty, Inc.                    Wisconsin
   First American Finance Corporation    Wisconsin
   Marc Plaza Corporation                Wisconsin
   Pfister Corporation                   Wisconsin
   Marcus Geneva, Inc.                   Wisconsin
   Marcus Hotels, Inc.                   Wisconsin
   Budgetel Inns, Inc.                   Wisconsin


        Marcus Theatres Corporation owns all of the stock of the following
   corporations:

             Name                  State of Incorporation

   Appleton Theatres Corporation         Wisconsin
   Centre Theatres Corporation           Wisconsin
   LaCrosse Amusement Company            Wisconsin
   Lake-Vue Drive-In Corp.               Wisconsin
   Marcus Cinemas, Inc.                  Wisconsin
   Marcus Productions, Inc.              Wisconsin
   M&S Amusement, Inc.                   Wisconsin
   Pilgrim Theatre Corporation           Wisconsin
   Southtown Corporation                 Wisconsin
   Starlight-24 Corporation              Wisconsin
   Stephen Amusement Corporation         Wisconsin
   Tower 41-Corporation                  Wisconsin
   Vending Corporation                   Wisconsin
   41-Bowl, Inc.                         Wisconsin
   Marcus Amusement Co., Inc.            Wisconsin


             Budgetel Inns, Inc. owns all of the stock of the following
   corporations:

             Name                        State of Incorporation

   Budgetel Partners, Inc.                     Wisconsin
   Guest House Inn-Appleton, Inc.              Wisconsin
   Guest House Inn of Manitowoc, Inc.          Wisconsin
   Marc's Budgetel of Nebraska, Inc.           Nebraska
   Budgetel Franchises International, Inc.     Wisconsin
   Woodfield Refreshments of Colorado, Inc.    Colorado


        Marcus Restaurants, Inc. owns all of the stock of the following
   corporations, except it owns 50% of 642, Inc.:

             Name                          State of Incorporation

   Marc's Carryout Corporation                   Wisconsin
   Tops, Inc.                                     Illinois
   B&G Leasing Corporation                       Wisconsin
   Captains-Juneau, Inc.                         Wisconsin
   Captains-Mayfair, Inc.                        Wisconsin
   Captains-Wausau, Inc.                         Wisconsin
   Captains-Kenosha, Inc.                        Wisconsin
   Colony Inns Southgate Corporation             Wisconsin
   Marc's Steak House, Inc.                      Wisconsin
   642, Inc.                                     Wisconsin
   Red Garter-Manitowoc, Inc.                    Wisconsin
   Captains-Appleton, Inc.                       Wisconsin
   Speciality Products Corporation of Wisconsin  Wisconsin
   Glendale Refreshments, Inc.                   Wisconsin
   Grand Avenue Refreshments, Inc.               Wisconsin


        Marcus Restaurants, Inc. has an option to purchase the remaining 50%
   of the stock of 642, Inc. for $5.

        Colony Inns Southgate Corporation owns 80% of the stock of Colony
   Inns Refreshments, Inc., a Wisconsin corporation, and has an option to
   purchase the remaining 20% for $5.

        Marcus Hotels, Inc. owns all of the stock of Marcus Northstar, Inc.,
   a Minnesota corporation.





                                                                 Exhibit 23.1


               Consent of Ernst & Young LLP, Independent Auditors


   We consent to the incorporation by reference in Registration Statements
   (Forms S-8 No. 33-18801 and No. 33-55695) of The Marcus Corporation of our
   report dated July 19, 1996, with respect to the consolidated financial
   statements of The Marcus Corporation included in the Annual Report (Form
   10-K) for the year ended May 30, 1996. 


                                      ERNST & YOUNG LLP


   Milwaukee, Wisconsin
   August 26, 1996






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARCUS CORPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS 
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAY-30-1996
<PERIOD-START>                             MAY-26-1995
<PERIOD-END>                               MAY-30-1996
<CASH>                                          15,466
<SECURITIES>                                         0
<RECEIVABLES>                                   13,670
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                31,599
<PP&E>                                         554,964
<DEPRECIATION>                                 143,401
<TOTAL-ASSETS>                                 455,315
<CURRENT-LIABILITIES>                           50,718
<BONDS>                                        127,135
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        20,387
<OTHER-SE>                                     230,861
<TOTAL-LIABILITY-AND-EQUITY>                   455,315
<SALES>                                        244,253
<TOTAL-REVENUES>                               262,287
<CGS>                                          121,415
<TOTAL-COSTS>                                  210,472
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               8,696
<INCOME-PRETAX>                                 70,092
<INCOME-TAX>                                    27,785
<INCOME-CONTINUING>                             42,307
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    42,307
<EPS-PRIMARY>                                     2.14
<EPS-DILUTED>                                     2.14
        

</TABLE>