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     FOLEY & LARDNER LLP
ATTORNEYS AT LAW

     777 EAST WISCONSIN AVENUE

MILWAUKEE, WISCONSIN  53202-5306

414.271.2400  TEL

414.297.4900  FAX

www.foley.com

     June 12, 1008

     WRITER’S DIRECT LINE

414.297.5662

sbarth@foley.com  EMAIL

     VIA EDGAR AND FEDERAL EXPRESS

     CLIENT/MATTER NUMBER

052560-0725

Mr. Kevin Woody
Accounting
Branch Chief
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F
Street, N.E.
Washington, DC 20549-3561

Re:
The
Marcus Corporation
Form 10-K for Fiscal Year Ended May 31, 2007
Filed August 14, 2007

Definitive 14A
Filed September 12, 2007
File No. 001-12604

Dear Mr. Woody:

        On
behalf of our client, The Marcus Corporation, a Wisconsin corporation (the
“Company”), set forth below are the Company’s responses to the comments of
the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in the Staff’s letter, dated June 4, 2008 (the
“Comment Letter”), with respect to the above-referenced filings. The numbered
items set forth below repeat (in bold italics) the comments of the Staff reflected in the
Comment Letter, and following such comments are the Company’s responses (in regular
type).

Form 10-K for the fiscal
year ended May 31, 2007

General

1.
We
note general counsel’s affirmation regarding the company’s           awareness
of its obligations under the Securities Act of 1933  and the Exchange
Act of 1934 and the representations which followed.           Please provide to us the
same representations from the  company, signed by an appropriate
officer of the company.

The
Company’s affirmatory Tandy letter accompanies this response.

Item 7.
Management’s Discussion and Analysis

Hotels and Resorts, Page
25

2.
We
note your response to our comment number four; however, we continue to           believe
that you should disclose in your future  filings           the actual
amounts of RevPAR, occupancy, and average daily room rates for the           periods
reported. This disclosure  appears to be standard           in the
hotel industry so it is not clear why you believe disclosure by your           company
would cause  competitive harm. We also note that           this
information is reported by Smith Travel Research so it appears that you           have
 previously released the information and the           information
appears to be relevant to analysts and investors.

BOSTON

BRUSSELS

CENTURY CITY

CHICAGO

DETROIT

JACKSONVILLE

LOS ANGELES

MADISON

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

SAN FRANCISCO

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

Mr. Kevin Woody
June 12, 2008
Page 2

        We
respectfully advise the Staff that the Company believes that disclosing the actual amounts
of its Hotel and Resort Division’s RevPAR, occupancy and average daily room rates
would be potentially confusing and misleading to investors, and potentially competitively
harmful to the Company. The Company’s management does not analyze or manage its Hotel
and Resorts Division business based on the specific nominal amounts of these aggregated
composite statistics. Instead, the Company’s management reviews, analyzes and manages
its Hotels and Resorts Division business based on the relevant period-over-period trends
in these statistics, and the underlying causes and effects of such trends. Unlike many
other publicly traded lodging companies, the Company only owns eight hotels and resorts
that would form the basis for reporting these aggregated composite statistics. The RevPAR,
occupancy and average daily room rates statistics for the Company’s hotels are
significantly different than those statistics for its resorts, and the statistics vary
significantly depending upon the geographic market for the relevant property. For example,
the RevPAR, occupancy and ADR statistics for the Company’s hotel located in Chicago
are significantly different from, and are not comparable to, the RevPAR, occupancy and ADR
statistics for its Madison, Wisconsin hotel, and both of those property’s statistics
are significantly different than those of the Company’s Lake Geneva, Wisconsin
resort. With only eight properties, these aggregated and averaged statistics are largely
meaningless to investors and are subject to significant volatility based on changes at any
single property. This circumstance makes the nominal amount of these aggregated composite
statistics potentially confusing and misleading to investors. Similarly, because of the
Company’s small owned property base and the potentially misleading nature of the
nominal aggregated composite statistics, the Company believes that publicly reporting the
nominal amount of these statistics will be confusing and misleading to actual and
potential customers and provide opportunities for local market competitors to misconstrue
and misrepresent such statistics in their customer-oriented marketing efforts in order to
create a competitive advantage for their properties compared to the Company’s local
property, in each case thereby resulting in a loss of business for the Company’s
facilities and adversely affecting the Company’s results of operations and
shareholder value.

        Additionally,
while the Company provides its individual property RevPAR, occupancy and ADR statistics to
Smith Travel and Research under the terms of a strict confidentiality agreement, Smith
Travel and Research does not publicly report the Company’s specific statistics to its
paid subscribers. Rather, Smith Travel and Research aggregates the Company’s
statistics and combines them together with the statistics of all of its other reporting
lodging companies in order to determine its reported averaged lodging sector statistics.
Only the aggregated and averaged sector statistics (and not individual company or property
statistics) are reported by Smith Travel and Research to its paid subscribers. Such
aggregated and averaged statistics are not publicly available to non-subscribers.

        The
Company continues to believe, based on its own experiences with its analysts and
investors, as well as how it otherwise manages its Hotel and Resorts Division segment,
that publicly disclosing the period-over-period percentage changes in its aggregated
composite RevPAR, occupancy and ADR statistics, and the reasons therefore, provides the
most beneficial and useful disclosure of this information to investors. Therefore, the
Company continues to propose complying with the Staff’s original comment No. 4 in the
Staff’s April 23, 2008 comment letter to the extent set forth in the Company’s
May 30, 2008 response letter.

Mr. Kevin Woody
June 12, 2008
Page 3

Item 8. Financial
Statements and Supplementary Data

Consolidated Statements
of Earnings, Page 39

3.
We
have reviewed your response to comment number six and your support for           the
significance of the line item to the company.  Please           tell
us whether current and future revenue streams expected from your           unconsolidated
joint ventures are the same  streams that           the company
currently enjoys. For those revenue streams of the unconsolidated           joint
ventures that are not the  same as those currently           enjoyed
by the company, please provide additional information supporting your
          compliance with Rule  5-03(b) of regulation S-X.

        The
Company hereby confirms to the Staff that the current and future expected revenue streams
from its unconsolidated joint ventures relate to the same types of business-related
revenues that the Company otherwise recognizes.

Definitive 14A for the
fiscal year ended May 31, 2007

Compensation Discussion
and Analysis

Role of Our Compensation
Committee, Page 11

4.
We
note your response to our comment number eight that the compensation           committee
did not receive or review the identities  of the           companies
used by Watson Wyatt in preparing compensation data for the committee.           Please
tell us and revise future  filings to describe in           more
detail the data that the compensation committee receives from Watson Wyatt           and
disclose that the  compensation committee does not           receive
or consider the identities of the companies for which it has received
          compensation  data. Clarify whether Watson Wyatt provides
          data on a company-by-company basis or if it provides average data within each
 market sector. Please note that if you are benchmarking
          compensation to certain companies, you must identify all of the  companies
in your future filings.

        The
Staff is hereby advised that, in connection with the Compensation Committee’s fiscal
2008 compensation decisions, Watson Wyatt provided the Committee with then current survey
and benchmarking compensation data on a position-by-position basis for each of the
Company’s named executive officers on a composite aggregated basis for various
selected industry sectors. Specifically, Watson Wyatt provided the Compensation Committee
with composite aggregated data respecting the base salary and total direct compensation
(i.e., base salary and bonus) for similarly situated executives at other companies
with comparable annual revenue levels in the following sectors: (1) all organizations
(excluding financial service organizations); (2) all non-manufacturing organizations; (3)
service organizations; (4) leisure and hospitality service organizations; and (5) leisure
and recreational services organizations (including motion picture theatre organizations).
The Committee chose these sectors so as to provide it with both a broad scope of
applicable executive compensation data to consider, as well as more specific information
at similarly sized companies in comparable sectors. Watson Wyatt did not provide, and the
Compensation Committee did not receive, review or consider, the individual identities of
the companies which comprised these general sector categories of benchmarked
organizations. For each of these sectors, Watson Wyatt provided the Committee with
aggregated compiled data and identified the 25th percentile, median and 75th percentile
amounts for the base salary and total direct compensation amounts for executives similarly
situated to the named executive officers in each sector. In particular, when reviewing
this survey data, the Committee paid particular attention to the composite benchmark base
salary and total direct compensation data related to the leisure and hospitality and
leisure and recreational service sectors because the Committee believed that such sectors
are the most similar to the Company’s Hotels and Resorts and Theatre Divisions.

Mr. Kevin Woody
June 12, 2008
Page 4

        The
Company will include the foregoing disclosure (updated and revised to reflect then current
circumstances) in its proxy statement for its 2008 annual meeting of shareholders and all
other relevant filings. The Company understands that, if its Compensation Committee
benchmarks compensation to certain individual companies, it must then identify all such
individual companies in its future relevant filings.

Cash Bonuses, Page 12

5.
We
note your response to our comment no. 11, which addresses disclosure of           targets
for future years. Please confirm that  you will           disclose
your 2008 Adjusted EBITDA target in connection with your discussion of           2008
compensation amounts in the  2009 proxy statement.

        The
Company will disclose in its proxy statement for its 2008 annual meeting of shareholders
its applicable fiscal 2008 Adjusted EBITDA targets in connection with its discussion of
fiscal 2008 bonus amounts paid to its named executive officers.

*  *  *  *  *

        Additionally,
as requested, the Company is also enclosing with this response letter a letter from the
Company executed by its Chief Financial Officer and Treasurer acknowledging that:

•
the
Company is responsible for the adequacy and accuracy of the disclosure in its 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 comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Mr. Kevin Woody
June 12, 2008
Page 5

        If
the Staff has any questions with respect to the foregoing, please contact the undersigned
at (414) 297-5662 or Thomas F. Kissinger, the Company’s Vice President, General
Counsel and Secretary, at (414) 905-1390.

Very
truly yours,

/s/ Steven R. Barth

Steven R. Barth

Enclosures

cc:
Douglas
Neis – The Marcus Corporation
Thomas Kissinger – The Marcus Corporation