SecProbe.io

Mail Stop 3561
August 25 , 201 5

Gregory S. Marcus
President and Chief Executive Officer
The Marcus Corporation
100 East Wisconsin Avenue, Suite 1900
Milwaukee, WI 53202

Re: The Marcus Corporation
  Registration Statement on Form  S-3
Filed  August 11 , 201 5
  File No.  333-206304

Dear Mr. Marcus :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts a nd
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comme nts.

Where You Can Find More Information, page 28

1. We note that you incorporate by reference your Form 10 -K for the fiscal year ended May
28, 2015 and that such form  incorporates by reference portions of your definitive proxy
statement , which has not ye t been filed.  In order to satisfy Item 12 of Form S -3, please
either amend your Form 10 -K to include the information required pursuant to Part III of
Form 10 -K or file your definitive proxy statement.  For guidance, refer to Compliance
and Disclosure Inte rpretations, Securities Act Forms, Question 123.01, located on our
website.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and i ts management are in

Gregory S. Marcus
The Marcus Corporation
August 25 , 201 5
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective d ate
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissio n from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accu racy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Sonia Bednarowski  at (202) 551 -3666 or me at (202) 551 -3469 with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transpo rtation and Leisure

cc:  Spencer T. Moats
Foley & Lardner LLP