SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3010

        March 19, 2010
 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 Year Ended May 28, 2009 Filed August 11, 2009 Definitive 14A Filed September 4, 2009 File No. 001-12604

Dear Mr. Neis:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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 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 March 19, 2010 Page 2

Definitive Proxy Statement on Schedule 14A
 Compensation Discussion and Analysis, page 11

Total Compensation, page 14

1. You disclose that for fiscal 2009, the tota l direct compensation (i.e., salary and
annual cash bonus) paid to your named ex ecutive officers generally fell between
the 50th and 75th percentile of the total direct comp ensation amounts paid to
executives holding equivalent positions at your surveyed group of benchmarked
sectors and that in establishing these relative levels of compensation, your
compensation committee believed that this relative level of total direct compensation reflected the highly experi enced nature of your  senior executive
team and was consistent with our corpor ate financial performance, the individual
performance of your named executive officer s and your prior shareholder return.
Please provide further disclosure regard ing how your corporate performance and
your prior shareholder return relate to your compensation committee’s decision to pay your named executive officers direct  compensation that generally fell
between the 50th and 75th pe rcentile of the total direct compensation amounts
paid to executives holding equivalent  positions at your surveyed group of
benchmarked sectors.  For example, did your corporate performance and your prior shareholder return ge nerally fall between the 50t h and 75th percentile of
your surveyed group of benchmarked sectors?   Please provide this disclosure in
future filings and tell us how you plan to comply.

2. Please explain the reasons that your comp ensation committee for fiscal 2009 tried
to equate the relative level of long-term incentive awards to approximately 50% to
90% of each officer’s base salary.  Please provide this disclosure in future filings and tell us how you plan to comply.
 Elements of Compensation, page 15

 Base Salary, page 15

3. We note your disclosure of what fact ors you consider when evaluating and
adjusting the salaries of your named executi ve officers.  On an  individual basis,
please more specifically explain why for fiscal 2009, Douglas A. Neis, Bruce J.
Olson, William J. Otto and Thomas F. Kissinger received increases of 11.1%,
8.0%, 6.7% and 14.3%, respectively, in their base salaries.  For example, what
factors led to Mr. Kissinger receiving a 14.3% increase in base salary while Mr.
Otto received only a 6.7% increase in base salary?  Please provide similar
disclosure for fiscal 2010.  Please provide th is disclosure in future filings and tell
us how you plan to comply.

Douglas A. Neis
The Marcus Corporation March 19, 2010 Page 3

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment 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:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities 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 filing or in response to our comments on your filing.     Please contact Phil Rothenberg at (202)  551-3466 or me at (202) 551-3655 with
any questions.
Sincerely,

Sonia Barros
 Special Counsel