SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  SCHEDULE 13G

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


                             THE MARCUS CORPORATION
                                (Name of Issuer)

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

                                   566330 10 6
                                 (CUSIP Number)

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

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

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

   
<PAGE>

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

              Ben Marcus (395-03-2420)

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

     3   SEC USE ONLY

     4   CITIZENSHIP OR PLACE OF ORGANIZATION

              United States
                     5  SOLE VOTING POWER
      NUMBER OF
                             196.23
        SHARES

                     6  SHARED VOTING POWER
     BENEFICIALLY

                             3,303,382
       OWNED BY

                     7  SOLE DISPOSITIVE POWER
         EACH

                             196.23
      REPORTING

        PERSON
                    8   SHARED DISPOSITIVE POWER
         WITH
                             3,303,382

    9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              3,303,578.23

    10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES                                                           [ ]

              N/A

    11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

              16.8%

    12   TYPE OF REPORTING PERSON

              IN

   
<PAGE>

                      SEE INSTRUCTIONS BEFORE FILLING OUT!

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

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

        (a)  Amount Beneficially Owned:  3,303,578.23

        (b)  Percent of Class:  16.8%

        (c)  Number of shares as to which such person has:

             (i)    sole power to vote or to direct the vote:  196.23 Shares

             (ii)   shared power to vote or to direct the vote:  3,303,382
                    Shares

             (iii)  sole power to dispose or to direct the disposition of: 
                    196.23 Shares

             (iv)   shared power to dispose or to direct the disposition of: 
                    3,303,382 Shares

             The 196.23 shares which Mr. Marcus has sole voting and
   dispositive power result from his participation in The Marcus
   Corporation's profit sharing plan.  3,303,382 of the reported beneficial
   ownership of Common Stock results from the beneficial ownership of shares
   of Class B Common Stock, which are convertible at any time into Common
   Stock on a share-for-share basis.  The percent of class figure assumes
   conversion of all outstanding shares of Class B Common Stock into shares
   of Common Stock.  Since each share of Class B Common stock is entitled to
   10 votes as opposed to 1 vote for each share of Common Stock, it is
   extremely unlikely that Mr. Marcus would alone convert a significant
   portion of his Class B Common Stock into Common Stock.

             Mr. Marcus' beneficial ownership consists of:

             (i)    196.23 shares of Common Stock resulting from Mr. Marcus'
                    participation in The Marcus Corporation's profit sharing
                    plan;

             (ii)   2,175,569 shares of Class B Common Stock held by the Ben
                    Marcus and Celia Marcus Revocable Trust; 

             (iii)  828,266 shares of Class B Common Stock held by the Celia
                    Marcus and Ben Marcus Revocable Trust; and

             (iv)   299,547 shares of Class B Common Stock held by Mr. Marcus
                    as a Shareholder of Guest House Inn, Inc.

                                    SIGNATURE

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


   January 28, 1997
   Date


   /s/ Stephen H. Marcus
   (By Stephen H. Marcus as
   attorney-in-fact pursuant to 
   a power of attorney previously
   filed with the Commission 
   and incorporated by reference.