SecProbe.io

Mail Stop 4561
April 23, 2008
  Via U.S. Mail and Facsimile 414.905.2879

 Mr. Douglas A. Neis Chief Financial Officer and Treasurer The Marcus Corporation  100 East Wisconsin Avenue Suite 1900 Milwaukee, WI  53202-4125

Re: The Marcus Corporation
Form 10-K for Fiscal Ye ar Ended May 31, 2007
  Filed August 14, 2007   Form 10-Q for the Period Ended February 28, 2008
  Filed April 8, 2008
Definitive 14A
Filed September 12, 2007 File No. 001-12609

Dear Mr. Neis:

We have reviewed your filings and have the following comments.  If you disagree
with our comments, we will consider your e xplanation as to why our comments are not
applicable.  Please be as deta iled as necessary in your expl anation.  In our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Douglas A. Neis
The Marcus Corporation April 23, 2008 Page 2  Form 10-K for the fiscal year ended May 31, 2007

 General

1. Please correct the file number on your Form 10-K cover page to reflect the
accurate file number for your filings.  Pleas e note that your file number for reports
filed under the Securities Exchange Ac t of 1934 is 1-12604, not 1-12609 as noted
on your Form 10-K.
 Item 1 – Business, page 2

 2. Please include a cross reference to the financial information about your business
segments contained in your financial stat ements.  We refer you to Item 101(b) of
Regulation S-K.
 Item 7. Management’s Discussion and Analysis

 Theaters, page 22

 3. Please disclose the portion of your theater revenues derived from ticket sales and
concession sales, respectively.  Also, if  used by management, please disclose the
average ticket price per person and discuss whether an increase in ticket prices
contributed to an increase in revenues fo r the period.  Similarly, please disclose
the actual amount of concession sales per person and discuss whether the increase
is attributed to increases in price or volume of sales.
 Hotels and Resorts, page 25

 4. Please disclose actual amounts of RevPAR , occupancy, and average daily room
rate for each of the periods reported.  Cu rrently, you disclose only the percentage
change.
 5. Please furnish us with copies of the relevant portions of the Smith Travel
Research reports that you re ference in the last paragraph on page 25 and again in
the third paragraph on page 27.  Please  mark the copies to highlight the
information that supports your disclosure.
 Item 8. Financial Statements and Supplementary Data.

 Consolidated Statements of Earnings, page 39

 6. Please tell us how your current presentati on of Equity losses from unconsolidated
joint ventures, net complies with Rule 5- 03(b) of Regulation S- X.  Please also

Douglas A. Neis
The Marcus Corporation April 23, 2008 Page 3
consider the presentation of this line it em within your periodic filings on Form
10-Q as well.
  Definitive 14A for the fiscal year ended May 31, 2007

 Election of Directors, page 3

 7. Please describe the business experience during the past five years of each director
and each person nominated to become a dir ector.  Please refer to Item 401(e) of
Regulation S-K.
 Compensation Discussion and Analysis

 Role of Our Compensation Committee, page 11

 8. We note that the committee uses benchmark data in determining compensation
amounts.  Please revise to identify the peer companies used and the specific
compensation components used in those comparisons.  Also, please clarify
whether the comparisons are limited to base salaries of similarly situated
executives or if other data from peer comp anies is also used.  In your disclosure
regarding base salary of your named executive officers,  please clearly describe
how these benchmarks compared to the ba se salaries awarded to each person.
 Base Salary, page 12

 9. Please expand your discussion of base salary  awards to explain specifically how
each of the seven factors was used to de termine individual base salaries.  For
example, under the third factor, descri be each executive officer’s past and
anticipated future contributions to your performance and how the committee’s evaluation of performance factored into the amount of salary awarded.  Provide
similarly detailed disclosure for each factor.
 Cash Bonuses, page 12

 10. Please disclose how the compensation committee evaluated individual
performance measures, including ach ievements related to advancing
entrepreneurial spirit.  We note that each  individual successf ully achieved his
respective individual pe rformance criterion.
 11. Please disclose the Adjusted EBITDA target amount for 2008.

Douglas A. Neis
The Marcus Corporation April 23, 2008 Page 4  Equity Awards, page 14

 12. Please disclose how the five factors li sted on page 14 were evaluated and how
they resulted in the equity awards gr anted for 2007 and 2008.  We note that each
named executive officer received the same amount.
 Pension Benefits, page 23

 13. We note in the Pension Benefits Table on page 23 that Mr. Stephen Marcus is
credited with 45 years of service.  Pl ease disclose, if any, your policies with
regard to granting extra years of cred ited service.  We refer you to Item
402(h)(3)(v) of Regulation S-K.
 Nonqualified Deferred Compensation, page 24

 14. We note your statement that “[t]he amounts set forth [in the Nonqualified
Deferred Compensation Table] should not be  added to the amounts set forth in the
Summary Compensation Table.”  We also  note, however, that pursuant to
footnote 5 to the Summary Compensation Ta ble, the numbers in the “Change in
Pension Value and Nonqualified Deferre d Compensation Earnings” column
include above-market earnings in y our Deferred Compensation Plan.  Please
clarify this disclosure and provide a f ootnote, if appropriate, to your Nonqualified
Deferred Compensation Table quantifyi ng the extent to which the amounts
reported in the “Aggregate Earnings” co lumn are reported as compensation in
your Summary Compensation Table.  We refer you to the Instruction to Item
402(i)(2) of Regulation S-K.

*     *     *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.   Please submit a response letter on EDGAR
that keys your response to our comments and provide any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

Douglas A. Neis
The Marcus Corporation April 23, 2008 Page 5
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comment on your filings.
You may contact Mark Rakip, Sta ff Accountant, at 202.551.3573 or the
undersigned at 202.551.3629 if you have questions  regarding comments on the financial
statements and related matters.  Please contact Kristina Aberg, Staff Attorney, at 202.551.3404 or Karen Garnett, Assistant Di rector, at 202.551.3785 with any other
questions.          S i n c e r e l y ,
Kevin Woody
Accounting Branch Chief