SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3010

        May 26, 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 May 26, 2010 Page 2

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

Total Compensation, page 14

1. We note your response to our prior comment  #1.  In your response you state that
your compensation committee has not specifically considered your relative corporate performance and/or shareholder return in comparison to your surveyed
group of benchmarked sectors or other peer  groups or indices.  Your disclosure on
page 14 under this subheading, however, in dicates that for fiscal 2009, the total
direct compensation paid to your named executive 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 was consistent with your  corporate financial performance, the
individual performance of your named ex ecutive officers, your prior shareholder
return and was reasonable in its tota lity.  Please provide further disclosure
indicating how the compensation comm ittee decided to set total direct
compensation to your NEOs at levels  which fell between the 50th and 75th
percentile of the total di rect compensation amounts pa id to executives holding
equivalent positions at your surveyed group of benchmarked sectors.  Please
provide this disclosure in future filings  and tell us what the revised disclosure
would look like in a supplemental response.
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:

Douglas A. Neis
The Marcus Corporation May 26, 2010 Page 3

• 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
   cc: Steven R. Barth