SecProbe.io

May 28, 2026

Chad Paris
Chief Financial Officer
The Marcus Corporation
111 East Kilbourn Avenue, Suite 1200
Milwaukee, WI 53202 -6628
Re: The Marcus Corporation
Form 10-K for the Fiscal Year Ended December 31, 2025
File No. 001 -12604
Dear Chad Paris:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

Division of Corporation Finance
Office of Trade & Services

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 Document ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX WWW.FOLEY.COM WRITER’S DIRECT LINE 414.319.7024 gbishop@foley.com EMAIL CLIENT/MATTER NUMBER 052560-0725 May 27, 2026 Mr. James Giugliano Office of Trade & Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Re:    The Marcus Corporation Form 10-K for the Fiscal Year Ended December 31, 2025 File No. 001-12604 Dear Mr. Giugliano: On behalf of The Marcus Corporation (the “Company”), set forth below is the response of the Company to the comment of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated May 14, 2026, with respect to the above-referenced filing, the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2025 (the “Form 10-K”). The numbered item set forth below repeats (in bold italics) the comment of the Staff reflected in the comment letter, and following such comment is the response of the Company (in regular type). Capitalized terms used but not defined in this letter have the meanings given to such terms in the Form 10-K. References to page numbers in this letter are to page numbers in the Form 10-K. Form 10-K for the Fiscal Year Ended December 31, 2025 Item 8. Financial Statements and Supplementary Data Consolidated Statements of Operations, page 55 1. Please tell us how you computed the fiscal 2024 debt conversion expense referencing authoritative literature you relied upon. In doing so, please explain why the repurchase impacted equity as evidenced by the "Convertible Senior note repurchase" line item in your Consolidated Statements of Shareholders' Equity. Response:         The Company evaluated the accounting for the 2024 convertible senior note repurchases in accordance with ASC 470-20-40-13 through 40-17, which addresses the accounting for changes made by the debtor to the conversion privileges for the purpose of inducing conversion. AUSTIN | BOSTON | BRUSSELS | CHICAGO | DALLAS | DENVER | DETROIT | HOUSTON | JACKSONVILLE | LOS ANGELES MADISON | MEXICO CITY | MIAMI | MILWAUKEE | NASHVILLE | NEW YORK | ORLANDO | RALEIGH | SACRAMENTO | SALT LAKE CITY | SAN DIEGO | SAN FRANCISCO | SILICON VALLEY | TALLAHASSEE | TAMPA | TOKYO | WASHINGTON, D.C. 4912-7375-8879.1 U.S. Securities and Exchange Commission May 27, 2026 Page 2 The Company determined that both criteria in paragraph 40-13 were met and accounted for the convertible notes repurchases as induced conversions. At the time of the repurchases the Company had not yet adopted ASU 2024-04. Pursuant to ASC 470-20-40-16, the fair value of the additional securities or other consideration issued to induce conversion in excess of the fair value of the securities issuable pursuant to the original conversion terms is recognized as an expense. The fair value of the additional securities or other consideration shall be determined on the date the inducement offer is accepted. The debt conversion expense was calculated as the amount of consideration due to holders upon execution of the repurchase agreements in excess of the contractual value due to the holders upon a conversion in accordance with the original conversion terms. Pursuant to ASC 470-20-40-4, the value deliverable upon conversion (including a conversion into cash where the original conversion terms permit the issuer to settle a conversion in cash, as these convertible senior notes permitted) is first used to reduce the carrying value of the converted debt (including any unamortized premium, discount, or issuance costs), then any remaining cash transferred for the conversion is recognized in the capital accounts. This excludes the inducement expense calculated pursuant to ASC 470-20-40-16 (as discussed above). The repurchase of the convertible senior notes impacted equity (additional paid-in capital) by the amount in which the contractual conversion value pursuant to the original conversion terms exceeded the carrying value of the convertible senior notes. * * * If the Staff has any questions with respect to any of the foregoing, please contact the undersigned at (414) 319-7024. Very truly yours, /s/ Garrett F. Bishop Garrett F. Bishop Foley & Lardner LLP Cc:     Adam Phippen, U.S. Securities and Exchange Commission     Chad Paris, The Marcus Corporation

May 14, 2026
Chad Paris
Chief Financial Officer
The Marcus Corporation
111 East Kilbourn Avenue, Suite 1200
Milwaukee, WI 53202-6628
Re: The Marcus Corporation
Form 10-K for the Fiscal Year Ended December 31, 2025
File No. 001-12604
Dear Chad Paris:
 We have reviewed your filing and have the following comment.
 Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe the
comment applies to your facts and circumstances, please tell us why in your response.
 After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2025
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Operations, page 55
1. Please tell us how you computed the fiscal 2024 debt conversion expense referencing
authoritative literature you relied upon. In doing so, please explain why the repurchase
impacted equity as evidenced by the "Convertible Senior note repurchase" line item in
your Consolidated Statements of Shareholders' Equity.
 We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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THE MARCUS CORPORATION

111 East Kilbourn Avenue, Suite 1200

Milwaukee WI, 53202

October 17, 2024

VIA EDGAR Correspondence

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Ms. Cara Wirth

 Re: Acceleration of Effective Date

   The Marcus Corporation

   Registration Statement on Form S-3 (File No. 333-282521)

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), The Marcus Corporation (the “Registrant”), hereby requests
that the effective date of the above-referenced Registration Statement (the “Registration Statement”), be accelerated so that
the Registration Statement becomes effective under the Securities Act by 5:00 p.m., Eastern Time, on October 21, 2024, or as soon thereafter
as practicable.

The Registrant respectfully
requests that you notify Mr. Garrett Bishop of Foley & Lardner LLP of such effectiveness by a telephone call to (414) 319-7024.

    Very truly yours,

    The Marcus Corporation

    By:
    /s/ Chad Paris

    Chad Paris

    Chief Financial Officer and Treasurer

October 15, 2024
Gregory S. Marcus
President and Chief Executive Officer
Marcus Corp
111 East Kilbourn Avenue, Suite 1200
Milwaukee, Wisconsin 53202
Re:Marcus Corp
Registration Statement on Form S-3
Filed October 7, 2024
File No. 333-282521
Dear Gregory S. Marcus:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Garrett F. Bishop

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THE
MARCUS CORPORATION

100 East Wisconsin Avenue, Suite 1900

Milwaukee, Wisconsin 53202

October 15, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Janice Adeloye

 Re: The Marcus Corporation

Registration Statement on Form S-3 (Registration
No. 333-260154)

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, the undersigned registrant, The Marcus Corporation, hereby requests that the above-referenced
Registration Statement be declared effective at 11:00 a.m., Eastern Time, on October 19, 2021, or as soon as practicable thereafter.

    Very truly yours,

    THE MARCUS CORPORATION

    By:
    /s/Douglas A, Neis

    Douglas A. Neis

    Chief Financial Officer and Treasurer

United States securities and exchange commission logo
October 14, 2021
Gregory Marcus
Chief Executive Officer
Marcus Corp
100 East Wisconsin Avenue, Suite 1900
Milwaukee, Wisconsin 53202
Re:Marcus Corp
Registration Statement on Form S-3
Filed on October 8, 2021
File No. 333-260154
Dear Mr. Marcus:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Garrett F. Bishop

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THE MARCUS CORPORATION

100 East Wisconsin Avenue, Suite 1900

Milwaukee, Wisconsin 53202

September 14, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Julia Griffith

 Re: The Marcus Corporation

Registration
Statement on Form S-3 (Registration No. 333-227217)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant, The Marcus Corporation,
hereby requests that the above-referenced Registration Statement be declared effective
at 11:00 a.m., Eastern Time, on September 18, 2018, or as soon as practicable thereafter.

    Very truly yours,

    THE MARCUS CORPORATION

    By:
    /s/ Douglas A. Neis

    Douglas A. Neis

    Chief Financial Officer and Treasurer

September 13, 2018
Gregory S. Marcus
President and Chief Executive Officer
Marcus Corp.
100 East Wisconsin Ave., Suite 1900
Milwaukee, WI 53202
Re:Marcus Corp.
Registration Statement on Form S-3
Filed September 7, 2018
File No. 333-227217
Dear Mr. Marcus:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Julie Griffith at 202-551-3267 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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THE MARCUS CORPORATION

100 East Wisconsin Avenue, Suite 1900

Milwaukee, Wisconsin 53202

September 8, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie

 Re: The Marcus Corporation

  Registration Statement on Form S-3 (Registration No. 333-206304)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant, The Marcus Corporation (the “Registrant”),
hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective
at 11:00 a.m., Central Time, on September 10, 2015, or as soon as practicable thereafter.

In connection with the
foregoing, the undersigned Registrant hereby acknowledges that:

 h should the Securities and Exchange Commission (the “Commission”) or the staff of the
Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

 h the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the undersigned Registrant from its full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement; and

 h the undersigned Registrant may not assert 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.

    Very truly yours,

    THE MARCUS CORPORATION

    By:
    /s/ Thomas F. Kissinger

    Thomas F. Kissinger

    Senior Executive Vice President, General Counsel

    and Secretary

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THE MARCUS CORPORATION

100 East Wisconsin Avenue, Suite 1900

Milwaukee, Wisconsin 53202

September 8, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie

 Re: The Marcus Corporation

  Registration Statement on Form S-3 (Registration No. 333-206304)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant, The Marcus Corporation (the “Registrant”),
hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective
at 11:00 a.m., Central Time, on September 10, 2015, or as soon as practicable thereafter.

In connection with the
foregoing, the undersigned Registrant hereby acknowledges that:

 h should the Securities and Exchange Commission (the “Commission”) or the staff of the
Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

 h the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the undersigned Registrant from its full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement; and

 h the undersigned Registrant 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.

    Very truly yours,

    THE MARCUS CORPORATION

    By:
    /s/ Thomas F. Kissinger

    Thomas F. Kissinger

    Senior Executive Vice President, General Counsel

    and Secretary

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September 4, 2015

Mr. Justin Dobbie

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: The Marcus Corporation

Registration
Statement on Form S-3

Filed
August 11, 2015

File
No. 333-206304

Dear Mr. Dobbie,

This letter is in response to your letter dated August 25, 2015
regarding the review by the U.S. Securities and Exchange Commission (the “Commission”) of the above-referenced Registration
Statement on Form S-3 (the “Registration Statement”) filed with the Commission on August 11, 2015 by The Marcus Corporation
(the “Registrant”). For the convenience of the Staff of the Division of Corporation Finance (the “Staff”),
the Staff’s comment is repeated below in italics, and set forth below the comment is the Registrant’s response.

We have attempted to provide a clear and complete response to
the comment. We also acknowledge that:

 · Should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

 · The Registrant 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.

If you have any questions regarding our response or would like
to discuss the matter further, please contact our outside legal counsel, Spencer T. Moats of Foley & Lardner LLP, at (414)
319-7343.

Sincerely,

/s/ Thomas F. Kissinger

Thomas F. Kissinger

Senior Executive Vice President, General Counsel and Secretary

 cc: Sonia Bednarowski

U.S.
Securities and Exchange Commission

Spencer
T. Moats

Foley
& Lardner LLP

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 yet 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 Interpretations, Securities Act Forms, Question 123.01, located on our website.

Please
be advised that, on September 4, 2015, the Registrant filed its definitive proxy statement with the Commission. The Commission
accepted such filing at 8:59 a.m., Eastern Time, on September 4, 2015.

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

June 4, 2013

Via E -mail
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 y ear ended May 31, 2012
  Filed August 14, 2012
  File No. 1-12604

Dear Mr. Neis:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with resp ect to the company or the filing  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.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert F. Telewicz Jr.

Robert F. Telewicz, Jr.
Senior Staff Accountant

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May 15, 2013

VIA EDGAR

Mr. Robert F. Telewicz, Jr.

Staff Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0305

 Re: The Marcus Corporation

Form 10-K for the fiscal year ended May 31, 2012

Filed August 14, 2012

File No. 1-12604

Dear Mr. Telewicz:

On March 5, 2013, The
Marcus Corporation (the “Company”) received your comment letter with respect to the Company’s Form 10-K for the
fiscal year ended May 31, 2012. Following our response dated March 29, 2013, you provided the Company with the following additional
comments in a letter dated April 23, 2013. We have provided our responses to your additional comments below. For your ease of review,
we have repeated your comments in their entirety in this letter, along with our responses.

Form 10-K for fiscal year ended May 31, 2012

Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations, page 20

Financial Condition, page 37

Liquidity and Capital Resources, page 37

Fiscal 2012 versus Fiscal 2011, page 37

SEC Staff Comment

 1. We note your response to prior comments 1 and 3 and are unable to agree with your conclusions.
Please revise the liquidity section of your MD&A to capital expenditures for acquisitions, redevelopments/renovations, and,
new developments. In addition, please revise your Consolidated Statements of Cash Flows to separately present cash outflows for
acquisitions, redevelopments/renovations, and new developments as applicable.

    The Marcus Corporation 100
East Wisconsin Avenue, Suite 1900, Milwaukee, WI 53202-4125

Phone 414-905-1000 Fax 414-905-2879

A NYSE Company

The Company proposes
to revise the liquidity section of the MD&A in its upcoming Form 10-K for the fiscal year ending May 30, 2013 to incorporate
the Staff’s comment. Specifically, the Company proposes to revise the third paragraph of the Fiscal 2012 versus Fiscal 2011
section to read as follows (changes in bold, italics and underlined):

Total
cash capital expenditures (including normal continuing capital maintenance and renovation projects) totaled
$31.8 million during fiscal 2012, compared to $16.1 million of capital expenditures incurred
in fiscal 2011. We did not incur any capital expenditures related to developing new theatres or hotels during fiscal 2012
or 2011. We incurred approximately $20.0 million of capital expenditures during fiscal 2012 in our theatre division,
including costs associated with our up-front digital cinema contribution in conjunction with our master license agreement, costs
associated with a lobby remodel at an existing theatre and expenditures related to the construction of two new Zaffiro’s
Pizzeria and Bars in existing theatres. We incurred approximately $11.5 million of capital expenditures during
fiscal 2012 in our hotels and resorts division, including costs associated with the above described renovations at our Hilton Madison
and Hotel Phillips properties, as well as other maintenance capital projects at our company-owned hotels and resorts. We incurred
approximately $6.8 million of capital expenditures during fiscal 2011 in our theatre division, including costs
associated with various remodeling and other maintenance capital projects. During fiscal 2011, we incurred approximately $9.2 million
of capital expenditures in our hotels and resorts division, including costs associated with the renovations at our Hilton Milwaukee
and Grand Geneva properties.

Acquisition
capital expenditures for our theatre division totaled $6.2 million in fiscal 2012, which pertained to our theatre acquisition in
Franklin, Wisconsin. During fiscal 2011, our theatre division incurred acquisition capital expenditures of approximately $9.1 million
related to our acquisition of a theatre in Appleton, Wisconsin. We did not incur any acquisition-related capital expenditures in
our hotels and resorts division during fiscal 2012 or 2011.

The Company also advises the Staff that
in its upcoming Form 10-K for the fiscal year ending May 30, 2013, the Consolidated Statements of Cash Flows for Fiscal 2012 and
Fiscal 2011 will separately disclose acquisitions of theatres in fiscal 2012 and 2011 of $6.2 million and $9.1 million, respectively.

Item 8. Financial Statements and Supplementary Data, page
42

Notes to Consolidated Financial Statements,
page 51

3. Additional Balance Sheet Information,
page 56

Capital Lease Obligation, page 57

SEC Staff Comment

 2. We note your response to prior comment 5. Please tell us how you have considered the guidance
in ASC Topic 605-50-45-14 in determining that payments made by film distributors to CDF2 should be accounted for as a reduction
to interest and amortization expense. In your response, tell us whether the distributors will continue to pay VPFs to the company
once the lease arrangement has terminated. Additionally, tell us whether the company is considered an agent of the distributors
or a principal in the transaction and how you have applied the guidance in ASC Topic 605-45 in arriving at your conclusions.

    2

The Company advises
the Staff that in determining how to account for payments made by film distributors to CDF2, the Company applied the accounting
literature that it believed best reflected the substance of the arrangement. The Company considered both ASC Topic 605-50-45-14
and ASC Topic 605-50-45-15 and concluded that the guidance in ASC Topic 605-50-45-15 better supported the substance of the arrangement
based on the facts and circumstances previously described.

ASC Topic 605-50-45-14
states the following (emphasis added):

Cash consideration represents
a payment for assets or services delivered to the vendor and shall be characterized as revenue (or other income, as appropriate)
when recognized in the customer's income statement if the vendor receives, or will receive, an identifiable benefit (goods or
services) in exchange for the consideration. To meet that condition the identified benefit must be sufficiently separable from
the customer's purchase of the vendor's products such that the customer would have entered into an exchange transaction with a
party other than the vendor in order to provide that benefit, and the customer can reasonably estimate the fair value of the benefit
provided. If the amount of cash consideration paid by the vendor exceeds the estimated fair value of the benefit received, that
excess amount shall be characterized as a reduction of cost of sales when recognized in the customer's income statement.

The Company did not
apply ASC Topic 605-50-45-14 due to the fact that an identifiable benefit (goods or services) was not delivered to the vendor (i.e.
the film distributors) in exchange for the vendor’s consideration provided to the Company (i.e. the VPF payments made to
CDF2 on behalf of the Company). Said differently, there is not a revenue transaction between the Company and the film distributors
in exchange for the VPF payments. The Company does not provide an asset or good of any kind to the film distributor, for which
revenue could be recognized. The Company also does not provide any form of service to the film distributor; the Company pays for
the right to exhibit a film, but does not otherwise perform or provide any service to the film distributor. Rather, as explained
below, the purpose behind the consideration provided to the Company by the film distributor is to defray or reimburse the Company
for the routine operating cost of acquiring the digital equipment necessary to exhibit the digital films the Company has rented.

The underlying assets
in question, the digital cinema projection systems, were delivered by CDF2 to the Company, not the film distributors, and title
to the digital cinema projection systems will not revert to the film distributors at any point in the future. The Company further
advises the Staff that the film distributors will not continue to pay VPFs on behalf of the Company after the lease arrangement
has been terminated nor will the film distributors be required to make any form of additional payments to or on behalf of the Company
under the leasing arrangement. Also upon termination, the film distributors will not own or have any rights in or to the digital
cinema projection systems. Rather, based on the terms of the lease arrangement between the Company and CDF2, the expectation is
that title to the digital cinema projection systems will transfer to the Company upon lease termination, and the Company will continue
to realize the remaining future benefit of the digital cinema projection systems over the remaining useful life. The fact that
the film distributors will have no further involvement with the digital cinema projection systems after the lease ends further
supports that the VPF payments made by the film distributors on behalf of the Company represent incentive payments – a means
for the film distributors to subsidize the Company’s cost of the digital cinema projection systems and continue to drive
the implementation of digital cinema projection systems in theatres across the film industry, and are not provided in exchange
for assets or services received by the film distributors. Additionally, the Company concluded that characterization of the incentive
payments under ASC Topic 605-50-45-14 as revenue would be inappropriate as the Company’s leasing of digital cinema projection
systems is a cost of exhibiting films and reimbursements of such costs should not result in revenue recognition.

    3

The Company, rather,
concluded that ASC Topic 605-50-45-15, which states the following, most appropriately reflected the substance of the arrangement:

> > Consideration Is Reimbursement of Costs
Incurred by the Customer

Cash consideration represents
a reimbursement of costs incurred by the customer to sell the vendor's products and shall be characterized as a reduction of that
cost when recognized in the customer's income statement if the cash consideration represents a reimbursement of a specific, incremental,
identifiable cost incurred by the customer in selling the vendor's products or services. If the amount of cash consideration paid
by the vendor exceeds the cost being reimbursed, that excess amount shall be characterized in the customer's income statement as
a reduction of cost of sales when recognized in the customer's income statement.

The film distributors
have agreed to make certain VPF payments to CDF2 on behalf of the Company to subsidize a very significant and specified portion
of the Company’s costs to finance the use of the digital cinema projections systems, which are specific, incremental and
identifiable costs necessary to show the digital films as a result of the film industry’s conversion to digital media. Because
the Company accounts for the lease arrangement as a capital lease, the “specific, incremental and identifiable” costs
incurred to lease digital cinema projection systems are reflected through interest and amortization expense and, consequently,
the Company believes that the incentive provided by the film distributors should be accounted for as a reduction of these costs
in accordance with ASC Topic 605-50-45-15.

The Company also advises
the Staff that it considered the guidance in ASC Topic 605-45 and concluded that it was not applicable to the transaction described.
The Company came to this conclusion due to the fact that it does not engage in a revenue transaction with the film distributors
in exchange for the VPF payments or with regards to the leasing of digital cinema projection systems under a capital lease. Furthermore,
the Company considered that ASC Topic 605-45-15-4(d) excludes incentives that are accounted for in accordance with ASC Topic 605-50
from the scope of ASC Topic 605-45, and accordingly the Company concluded that the VPF payments made by film distributors to CDF2
on behalf of the Company, as described in the paragraphs above, are incentive payments that should be excluded from the accounting
framework in ASC Topic 605-45.

* * * *

We will provide enhanced
disclosures consistent with our responses to your comments in future filings beginning with our next Annual Report on Form 10-K,
which will be for the fiscal year ending May 30, 2013. If you would like to discuss any of our responses, please call me at (414)
905-1000.

The Company acknowledges
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 any action with respect to the filing; 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.

    4

Sincerely,

/s/ Douglas A. Neis

Douglas A. Neis

Chief Financial Officer and Treasurer

The Marcus Corporation

    5

April 2 3, 2013

Via E -mail
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 y ear ended May 31, 2012
  Filed August 14, 2012
  File No. 1-12604

Dear Mr. Neis:

We have reviewed  your response dated March 29, 2013 an d have the following  additional
comment s.   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 within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believ e our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for fiscal year ended May 31, 201 2

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 20

Financial Condition, page 37

Liquidity and Capital Resources, page 37

Fiscal 2012 versus Fiscal 2011, page 37
 We note your response to prior comments 1 and  3 and are unable to agree with your 1.
conclusions.  Please revise the liquidity section of your MD&A to capital expenditures
for acquisitions, redevelopments/renovations, and, new developments.  In addition, please
revise your Consolidated Statements of Cas h Flows to separately present cash outflows
for acquisitions, redevelopments/renovations, and new developments as applicable.

Douglas A. Neis
The Marcus Corporation
April 2 3, 2013
Page 2

 Item 8. Financial Statements and Supplementary Data, page 42

Notes to Consolidated Financial Statements , page 51

3. Additional B alance Sheet Information , page 56

Capital Lease Obligation, page 57
 We note your response to prior comment 5.  Please tell us how you have considered the 2.
guidance in ASC Topic 605 -50-45-14 in determining that payments made by film
distributors to CDF2 sho uld be accounted for as a reduction to interest and amortization
expense.  In your response, tell us whether the distributors will continue to pay VPFs to
the company once the lease arrangement has terminated.  Additionally, tell us whether
the company is considered an agent of the distributors or a principal in the transaction
and how you have applied the guidance in ASC Topic 605 -45 in arriving at your
conclusions.

You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3438  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

Robert F. Telewicz, Jr.
Staff Accountant

CORRESP
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April 23, 2013

VIA EDGAR

Mr. Mark Rakip

Staff Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0305

 Re: The Marcus Corporation

Form 10-K for the fiscal year ended May 31, 2012

Filed August 14, 2012

File No. 1-12604

Dear Mr. Rakip:

The Marcus Corporation (the “Company”)
is in receipt of your letter, dated April 23, 2013, regarding the Company’s Form 10-K for the fiscal year ended May 31, 2012.
This letter confirms that, pursuant to your telephone message to Spencer T. Moats of Foley & Larder LLP on April 23, 2013,
the Company has requested, and you have agreed to, an extension to the deadline for the Company’s response to your letter
of an additional ten business days. After giving effect to this extension, the deadline for the Company’s response to your
letter is May 21, 2013.

Thank you for your assistance. If you have
any additional questions or comments, you may reach me at (414) 905-1000.

Sincerely,

/s/ Douglas A. Neis

Douglas A. Neis

Chief Financial Officer and Treasurer

The Marcus Corporation

CORRESP
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March 29, 2013

VIA EDGAR

Mr. Robert F. Telewicz, Jr.

Staff Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0305

 Re: The Marcus Corporation

Form 10-K for the fiscal year ended May 31, 2012

Filed August 14, 2012

File No. 1-12604

Dear Mr. Telewicz:

On March 5, 2013, The
Marcus Corporation (the “Company”) received your comment letter with respect to the Company’s Form 10-K for the
fiscal year ended May 31, 2012. In your comment letter, you asked the Company to confirm that it will reflect changes to its disclosures
in future filings in response to your comments and to provide certain information to you. We have provided our responses to your
comments below. For your ease of review, we have repeated your comments in their entirety in this letter, along with our responses.

Form 10-K for fiscal year ended May 31, 2012

Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations, page 20

Financial Condition, page 37

Liquidity and Capital Resources, page 37

Fiscal 2012 versus Fiscal 2011, page 37

SEC Staff Comment

 1. Please revise your liquidity section to separately discuss capital expenditures for acquisitions,
new developments, and redevelopments/renovations. In addition, for each period presented, please disclose the total amount of capitalized
internal costs during each fiscal year related to your acquisitions and normal continuing capital maintenance projects. Further,
please specifically quantify the amount of salaries capitalized in each category. Please provide us with an example of your revised
disclosure in your response.

The Marcus Corporation 100
East Wisconsin Avenue, Suite 1900, Milwaukee, WI 53202-4125

Phone 414-905-1000 Fax 414-905-2879

A NYSE Company

The
Company advises the Staff that, during each of its fiscal years ended May 31, 2012 and May 26, 2011, the Company made one acquisition
of a single movie theatre for aggregate consideration of $6.2 million and $9.1 million, respectively. These amounts represented
approximately 0.8% and 1.3% of the Company’s total assets for the fiscal year ended
May 31, 2012 and May 26, 2011, respectively. The Company believes that these amounts are not material to its overall financial
position and that disclosure of these amounts for individual movie theatres may potentially be competitively harmful to the Company,
as it might indicate to competitors how the Company values individual movie theatre locations. The Company further believes that
such disclosure may place the Company at a competitive disadvantage when bidding for future individual theatres. As a result, the
Company chose not to distinguish the capital expenditures for these acquisitions from the remaining capital expenditures, all of
which represented redevelopments/renovations, during the fiscal years presented in the referenced Form 10-K.

The Company further
advises the Staff that, when the Company acquired two theatre chains during its fiscal years ended May 29, 2008 and May 31, 2007,
it did separately disclose the aggregate consideration for each acquisition ($40.5 million and $75.7 million, respectively) in
the liquidity section of Management’s Discussion and Analysis of Financial Condition and Results of Operations and on the
face of its Consolidated Statement of Cash Flows. In each of these cases, the Company believed that the amount of the acquisitions
was material to its financial position (5.6% and 10.8% of total assets, respectively).

In addition, the Company
advises the Staff that the Company had no new developments and little or no capitalized internal costs, including salaries, during
each of the fiscal years presented in the referenced Form 10-K. As a result, the Company does not believe that any additional disclosure
is necessary in the liquidity section of Management’s Discussion and Analysis of Financial Condition and Results of Operations
referenced above.

Contractual Obligations, Commercial
Commitments and Off-Balance Sheet Arrangements, page 39

SEC Staff Comment

 2. We note your outstanding long-term debt as of May 31, 2012. Please tell us, and provide disclosure
in future filings, to include disclosure of your cash requirements for interest on your indebtedness. Refer to footnote 46 of SEC
Interpretive Release 33-8350.

The Company proposes
to disclose “Interest on fixed-rate long-term debt” in its contractual obligations schedule for all future Form 10-K
filings. For the Company’s Form 10-K for the fiscal year ended May 31, 2012, the following additional disclosure would have
been added to the existing schedule detailing the Company’s obligations and commitments to make future payments under debt
and operating leases:

    Less Than

    After

    Total
    1 Year
    1-3 Years
    4-5 Years
    5 Years

    Interest on fixed-rate long-term debt (1)
    $31,919
    6,427
    9,496
    6,937
    9,059

 (1) Interest on variable-rate debt obligations is excluded due to significant variations that can occur
in each year related to the amount of variable-rate debt and the accompanying interest rate.

    2

Item 8. Financial Statements and Supplementary
Data, page 42

Consolidated Statement of Cash Flows,
page 50

SEC Staff Comment

 3. Please tell us, and separately disclose on the face of your Consolidated Statement of Cash Flows,
capital expenditures used to acquire properties, as well as capital expenditures related to existing properties and those related
to other developments.

The Company refers
the Staff to the considerations described in the Company’s response to item 1 above. With those considerations in mind, the
Company respectfully proposes to the Staff that its disclosures on the face of its Consolidated Statement of Cash Flows for the
fiscal years ended May 31, 2012 and May 26, 2011 are adequate.

Notes to Consolidated Financial Statements

1. Description of Business and Summary
of Significant Accounting Policies, page 51

SEC Staff Comment

 4. Please enhance your disclosure in future filings to include the company’s policies related
to property acquisitions. In your revised disclosure please include the company’s policies related to the allocation of value
to identified intangible assets and the accounting for acquisition related costs.

The Company proposes to include
the following disclosure within “Note 1. Description of Business and Summary of Significant Accounting Policies” in
future filings:

Acquisitions –
The Company recognizes identifiable assets acquired, liabilities assumed and non-controlling interests assumed in an acquisition
at their fair values at the acquisition date based upon all information available to it, including third-party appraisals. Acquisition-related
costs, such as due diligence and legal fees, are expensed as incurred. The excess of acquisition costs over the fair value of the
identifiable net assets acquired is reported as goodwill.

3. Additional Balance Sheet Information

Capital Lease Obligation, page 57

SEC Staff Comment

 5. Please provide us with more information about your license agreement with CDF2. In your response,
clarify for us whether the digital cinema projection systems were purchased by CDF2 from the company or a third party. In addition,
please explain to us how the deferred gain was calculated and tell us the amount of the initial one-time payment made by the company
to CDF2. Finally, clarify for us how the company is accounting for the reduction of the obligation as a result of the payment of
VPFs by film distributors and the income statement line items that are impacted.

    3

The Company advises
the Staff that 618 screens were equipped with digital cinema projection systems in conjunction with its agreement with CDF2. Of
those 618 systems, 64 were previously-installed systems that the Company sold to CDF2 and licensed back. CDF2 purchased the remaining
554 systems from a third party and licensed them to the Company. The Company treated the sale of the 64 previously-installed systems
to CDF2 as a sale-leaseback transaction in accordance with applicable accounting guidance. The difference between the agreed-upon
purchase price of $3,894,000 and the carrying value of the equipment of $3,259,000 resulted in a deferred gain of $635,000 that
the Company will amortize over the 10-year life of the master licensing agreement.

The Company also advises
the Staff that the Company made an initial one-time payment to CDF2 of $5,438,000 under the terms of the master licensing agreement.
This amount is equal to the difference between the value of the digital systems included in furniture, fixtures and equipment of
$43,878,000 (as noted in the referenced footnote) and the recognized capital lease obligation of $38,440,000 (also noted in the
referenced footnote).

Finally, when the
film distributors pay the VPF’s on behalf of the Company, the Company recognizes the benefit of such payment as a reduction
of the capital lease obligation and related expenses in accordance with ASC 605-50-45-15. The substance of the overall arrangement
between the Company, CDF2 and the film distributors is that the film distributors are subsidizing the Company’s cost of converting
from 35 mm projectors to digital cinema projection systems so that the film distributors can continue to drive the implementation
of digital cinema projection systems in theatres across the film industry. Accordingly, the payment of the VPF’s by film
distributors represents an incentive to the Company, as the film distributors are paying for substantially all of the Company’s
costs to finance the purchase of the digital cinema projection systems from CDF2 (through a capital lease) in order for the Company
to continue to exhibit the film distributors’ films that it licenses. By analogy to ASC 605-50-45-12 through 45-15, this
incentive can be viewed as a reimbursement of costs incurred by the Company (the customer to the film licensing arrangement) to
sell the film distributors’ (the vendor) films. This guidance indicates that, when cash consideration received from a vendor
represents a reimbursement of costs incurred by the customer to sell the vendor's products, the incentive shall be characterized
as a reduction of that cost when recognized in the customer's income statement if the cash consideration represents a reimbursement
of a specific, incremental, identifiable cost incurred by the customer in selling the vendor's products or services. As the Company
is incurring incremental interest expense (related to the capital lease obligation) and amortization expense (related to the capital
lease asset) to obtain the use of the digital cinema projection systems that are required to exhibit the films licensed from the
film distributors, the Company is recording a reduction of the capital lease obligation and reduction of the corresponding costs
of the capital lease obligation (interest expense and amortization expense) when the film distributors pay the VPF’s on the
Company’s behalf. In accordance with ASC 605-50-45-15, in the event that the reduction of the capital lease obligation exceeds
the related interest expense and capitalized lease amortization in a given period, the Company will credit the excess against theatre
operations cost of sales (the line item that includes film distribution expense).

Form 10-Q for interim period ended November
29, 2012

Consolidated Statements of Cash Flows,
page 7

SEC Staff Comment

 6. Please tell us how your usage of Net earnings attributable to The Marcus Corporation as the
starting point for your calculation of Net cash provided by operating activities is consistent with paragraphs 2 and 28 of ASC
230-10-45.

    4

The Company reviewed
the guidance referenced by the Staff in its comment and has concluded that its usage of Net earnings attributable to The Marcus
Corporation as the starting point for its calculation of Net Cash provided by operating activities in the referenced Form 10-Q
was not consistent with the guidance. The Company has concluded that it would be more appropriate for the Company to use “Net
earnings” as the starting point for all future calculations of Net cash provided by operating activities, and will do so
beginning with our Form 10-Q for the interim period ended February 28, 2013. The Company will include any Net earnings attributable
to non-controlling interests as a separate line item under the “Adjustments to reconcile net earnings to net cash provided
by operating activities” section of the Consolidated Statements of Cash Flows.

*  *  *  *

We will provide enhanced
disclosures consistent with our responses to your comments in future filings beginning with our next Quarterly Report on Form 10-Q,
which will be for the quarter ending February 28, 2013. If you would like to discuss any of our responses, please call me at (414)
905-1000.

The Company acknowledges
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 any action with respect to the filing; 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.

Sincerely,

/s/ Douglas A. Neis

Douglas A. Neis

Chief Financial Officer and Treasurer

The Marcus Corporation

    5

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March 8, 2013

VIA EDGAR

Mr. Mark Rakip

Staff Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0305

 Re: The Marcus Corporation

Form 10-K for the fiscal year ended May 31, 2012

Filed August 14, 2012

File No. 1-12604

Dear Mr. Rakip:

The Marcus Corporation (the “Company”)
is in receipt of your letter, dated March 5, 2013, regarding the Company’s Form 10-K for the fiscal year ended May 31, 2012.
This letter confirms that, pursuant your telephone conversation with Spencer T. Moats of Foley & Larder LLP on March 8, 2013,
the Company has requested, and you have agreed to, an extension to the deadline for the Company’s response to your letter
of an additional ten business days. After giving effect to this extension, the deadline for the Company’s response to your
letter is April 2, 2013.

Thank you for your assistance. If you have
any additional questions or comments, you may reach me at (414) 905-1000.

Sincerely,

/s/ Douglas A. Neis

Douglas A. Neis

Chief Financial Officer and Treasurer

The Marcus Corporation

March 5, 2013

Via E -mail
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 y ear ended May 31, 2012
  Filed August 14, 2012
  File No. 1-12604

Dear Mr. Neis :

We have reviewed your filing an d have the following 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 within ten business days by prov iding the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts  and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for fiscal year ended May 31, 2012

Item 7. Management’s Discuss ion and Analysis of Financial Condition and Results of
Operations, page 20

Financial Condition, page 37

Liquidity and Capital Resources, page 37

Fiscal 2012 versus Fiscal 2011, page 37
1. Please revise your liquidity section to separately discuss capital e xpenditures for
acquisitions, new developments, and redevelopments/renovations.  In addition, f or each
period  presented, please disclose the total amount of capitalized internal costs during
each fiscal year related to your acquisitions and normal continui ng capital maintenance

Douglas A. Neis
The Marcus Corporation
March 5 , 2013
Page 2

 projects.   Further, please specifically quantify the amount of salaries capitalized in each
category.   Please provide us with an example of your revised disclosure in your response.

Contractual Obligations, Commercial Commitments an d Off -Balance Sheet Arrangements, page
39
2. We note your outstanding long -term debt as of May 31, 2012.  Please tell us, and provide
disclosure in future filings, to include disclosure of your cash requirements for interest on
your indebtedness.  Refer to fo otnote 46 of SEC  Interpretive Release 33 -8350.

Item 8. Financial Statements and Supplementary Data, page 42

Consolidated Statement of Cash Flows, page 50
3. Please tell us, and separately disclose on the face of your Consolidated Statement of Cash
Flows, capital expenditures used to acquire properties, as well as capital expenditures
related to existing properties and those  related to other developments.

Notes to Consolidated Financial Statements

1. Description of Business and Summary of Significant Accounting Policies, page 51
4. Please enhance your disclosure in future filings to include the company’s policies related
to property acquisitions.  In your rev ised disclosure please include the company’s policies
related to the allocation of value to identified intangible assets and the accounting for
acquisition related costs.

3. Additional Balance Sheet Information

Capital Lease Obligation, page 57
5. Please pr ovide us with more information about your license agreement with CDF2.  In
your response, clarify for us whether the digital cinema projection systems were
purchased by CDF2 from the company or a third party.  In addition, please explain to us
how the defe rred gain was calculated and tell us the amount of the initial one -time
payment made by the company to CDF2.  Finally, clarify for us how the company is
accounting for the reduction of the obligation as a result of the payment of VPFs by film
distributors and the income statement line items that are impacted.

Douglas A. Neis
The Marcus Corporation
March 5 , 2013
Page 3

 Form 10 -Q for interim period ended November 29, 2012

Consolidated Statements of Cash Flows, page 7
6. Please tell us how your usage of Net earnings attributable to The Marcus Corporation as
the sta rting point for your calculation of Net cash provided by operating activities is
consistent with paragraphs 2 and 28 of ASC 230 -10-45.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain th at the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 any action with respect to the filing; and

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

You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3438  if you have questions regarding comments on the financial statements and related
matte rs.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

Robert F. Telewicz, Jr.
Staff Accountant

June 22, 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 completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Sonia Barros
 Special Counsel
   cc: Steven R. Barth

CORRESP
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Correspondence

 VIA EDGAR AND FEDERAL EXPRESS

 May 28, 2010

 ATTORNEYS AT LAW

777 EAST WISCONSIN AVENUE

 MILWAUKEE, WI
53202-5306

 414.271.2400 TEL

414.297.4900 FAX

 www.foley.com

 WRITER’S DIRECT LINE

414.297.5662

 sbarth@foley.com EMAIL

 CLIENT/MATTER NUMBER

052560-0206

 Ms. Sonia
Barros

 Special Counsel

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549-7010

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 Ms. Barros:

 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 May 26, 2010 (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).

 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, indicates 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 compensation 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 executive officers, your prior shareholder return and was reasonable in its totality. Please provide further disclosure indicating how the
compensation committee decided to set the total direct compensation to your NEOs at levels which fell between the
50th and
75th percentile of the total direct compensation paid to
executives holding equivalent positions at your surveyed group of benchmarked sectors.

 BOSTON

 BRUSSELS

CHICAGO

 DETROIT

JACKSONVILLE

 LOS ANGELES

MADISON

 MILWAUKEE

NEW YORK

 ORLANDO

 SACRAMENTO

 SAN
DIEGO

 SAN DIEGO/DEL MAR

 SAN FRANCISCO

 SILICON VALLEY

 TALLAHASSEE

 TAMPA

TOKYO

 WASHINGTON, D.C.

 Ms. Sonia Barros

May 28, 2010

 Page 2

 Please provide this disclosure in future filings and tell us what the revised
disclosure would look like in a supplemental response.

 We respectfully advise the Staff that in response to the
Staff’s comment, the Company will add the following bolded disclosure to the Staff’s referenced paragraph under the “Compensation Discussion and Analysis – Total Compensation” section of its subsequent proxy statements:

 For fiscal [2009], the total direct compensation (i.e., salary and annual cash bonus) paid to our named
executive officers generally fell between the 50th and 75
th percentile of the total direct compensation amounts
paid to executives holding equivalent positions at our surveyed group of benchmarked sectors. In establishing these relative levels of compensation, our Committee first established the relative level of our named executive officers’ base
salary at between the 50th and
75th percentile of the salary paid to similarly situated
executives at our surveyed group of benchmarked sectors. These decisions were based on the considerations discussed in more detail below under “Elements of Compensation - Base Salaries.” Then, our Compensation Committee established the
relative level of our named executive officers’ targeted annual cash bonus award that, if earned, would result in our payment of total direct compensation amounts that would generally fall between the
50th and
75th percentile of the total direct compensation paid to
similarly situated executives at our surveyed group of benchmarked companies. These decisions were based on the considerations discussed in more detail below under “Elements of Compensation – Annual Cash Bonuses.” Our Committee
subjectively believed that the targeted relative levels of total direct compensation to our named executive officers resulting from this process generally reflected the highly experienced
nature of our senior executive team and was generally consistent with our historical corporate financial performance, the individual performance of our named executive officers and our prior shareholder return. Our Committee also
believed that these total direct compensation levels were reasonable in their totality and supported our core compensation philosophies and principles. However, in establishing these relative compensation levels, our Committee did not
specifically compare any of the criteria listed in the prior two sentences to our surveyed group of benchmarked sectors. For fiscal [2010], our Committee established the range of potential total direct compensation payable to our named executive
officers at the same relative levels compared to updated recent information for our benchmarked sectors.

 * * * * *

 Additionally, as requested, we are 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.

 Ms. Sonia Barros

May 28, 2010

 Page 3

 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

 Enclosure

cc:
Douglas Neis – The Marcus Corporation

Thomas Kissinger – The Marcus Corporation

CORRESP
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Correspondence

 The Marcus Corporation

100 East Wisconsin Avenue, Suite 1900

Milwaukee, WI 53202-4125

May 28, 2010

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549-7010

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

 Ladies and Gentlemen:

 The Marcus Corporation (the “Company”), in response to the comments of the Staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated May 26, 2010 with respect to the above-referenced filings, hereby acknowledges 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.

 Very truly yours,

THE MARCUS CORPORATION

By:

 /s/ Douglas A Neis

Douglas A. Neis

Chief Financial Officer and Treasurer

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

CORRESP
1
filename1.htm

    Unassociated Document

              March
      29, 2010

              Via EDGAR and Federal
      Express

              ATTORNEYS
      AT LAW

              777
      EAST WISCONSIN AVENUE

              MILWAUKEE,
      WI  53202-5306

              414.271.2400
      TEL

              414.297.4900
      FAX

              www.foley.com

              WRITER’S
      DIRECT LINE

              414.297.5662

              sbarth@foley.com
      EMAIL

              CLIENT/MATTER
      NUMBER

              052560-0206

              Ms.
      Sonia Barros

              Special
      Counsel

              Division
      of Corporation Finance

              U.S.
      Securities and Exchange Commission

              100
      F Street, N.E.

              Washington,
      DC  20549-7010

              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 Ms.
Barros:

    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 March 19, 2010 (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).

    Definitive Proxy Statement
on Schedule 14A

    Compensation Discussion and
Analysis, page 11

    Total Compensation, page
14

              1.

              You
      disclose that for fiscal 2009, the total direct compensation (i.e., salary
      and annual cash bonus) paid to your named executive officers generally
      fell between the 50th and
      75th percentile
      of the total direct compensation 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 experienced nature of your senior
      executive team and was consistent with our corporate financial
      performance, the individual performance of your named executive officers
      and your prior shareholder return.  Please provide further
      disclosure regarding 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 percentile
      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 generally fall between the 50th 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.

                BOSTON

                BRUSSELS

                CHICAGO

                DETROIT

                JACKSONVILLE

                LOS
      ANGELES

                MADISON

                MILWAUKEE

                NEW
      YORK

                ORLANDO

                SACRAMENTO

                SAN
      DIEGO

                SAN
      DIEGO/DEL MAR

                SAN
      FRANCISCO

                SILICON
      VALLEY

                TALLAHASSEE

                TAMPA

                TOKYO

                WASHINGTON,
      D.C.

      Ms. Sonia
Barros

      March 29,
2010

      Page
2

    The
Company will attempt to comply with the Staff’s comment in its future annual
shareholder meeting proxy statements to the extent, if any, that the Company’s
Compensation Committee considers the Company’s relative corporate performance
and/or shareholder return in comparison to its surveyed group of benchmarked
sectors or other peer groups or indices.  In the past, the Company’s
Compensation Committee has not specifically considered these metrics in
comparison to such other groups or indices in determining the total compensation
levels of its named executive officers.  If the Company’s Compensation
Committee continues its historical practice, then the Company will include
disclosure reflecting this practice in its future proxy statements.

              2.

              Please
      explain the reasons that your compensation 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.

    The
Company will attempt to comply with the Staff’s comment in its future annual
shareholder meeting proxy statements.  Because the Company already
includes disclosure that is otherwise significantly responsive to the Staff’s
comment in various paragraphs under the subheading “Long-Term Incentive Awards”
in its 2009 proxy statement, in its future annual meeting proxy statements, the
Company will add a specific cross-reference to such additional explanatory
disclosure under this “Total Compensation” subheading.  Moreover, the
Company will attempt to further link the Compensation Committee’s assessment of
the various factors specified under “Long-Term Incentive Awards” with the
specific percentage of salary levels of long-term incentive awards granted to
its named executive officers.

    Elements of Compensation,
Page 15

              3.

              We note
      your disclosure of what factors you consider when evaluating and adjusting
      the salaries of your named executive officer.  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 this disclosure in future
      filings and tell us how you plan to
  comply.

    The
Company will attempt to comply with the Staff’s comment in its future annual
shareholder meeting proxy statements.  With respect to the
differential fiscal 2009 base salary increases for the Company’s named executive
officers, the differences were largely the result of aligning each named
executive officer’s fiscal 2009 base salary to the corresponding salary range of
their respective benchmarked counterpart, as well as the Compensation
Committee’s subjective consideration of the other factors described under this
subheading.  We also respectfully direct the Staff to the Company’s
description of the substantially reduced base salary increases, or unchanged
base salaries, provided to its named executive officers for fiscal 2010, and the
reasons therefor, disclosed in the paragraph following the one cited by the
Staff in this comment.

    *   *   *   *   *

      Ms. Sonia
Barros

      March 29,
2010

      Page
3

    Additionally,
as requested, we are 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.

    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

    Enclosure

              cc:

              Douglas
      Neis – The Marcus Corporation

    Thomas Kissinger – The Marcus
Corporation

      The
Marcus Corporation

      100 East
Wisconsin Avenue, Suite 1900

      Milwaukee,
WI  53202-4125

      March 29,
2010

      U.S.
Securities and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Washington,
DC  20549-7010

                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

      Ladies
and Gentlemen:

      The
Marcus Corporation (the “Company”), in response to the comments of the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in the Staff’s letter dated March 19, 2010 with respect to the
above-referenced filings, hereby acknowledges 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.

                Very
      truly yours,

                THE
      MARCUS CORPORATION

                By:

                /s/ Douglas A Neis

                Douglas
      A. Neis

                Chief
      Financial Officer and Treasurer

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

Mail Stop 4561
July 17, 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   Definitive 14A
Filed September 12, 2007
File No. 001-12609

Dear Mr. Neis:

We have completed our review of the above referenced filings and have no
further comments at this time.           S i n c e r e l y ,

Kevin Woody Accounting Branch Chief

CORRESP
1
filename1.htm

The Marcus Corporation
100 East Wisconsin
Avenue, Suite 1900
Milwaukee, WI 53202-4125

June 12, 2008

U.S.           Securities
and Exchange Commission
Division of Corporation Finance
100 F Street,           N.E.

Washington, DC 20549

Re:
The
Marcus Corporation
Form 10-K for Fiscal Year 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. 001-12604

Ladies and Gentlemen:

        The
Marcus Corporation (the “Company”), in response to the comments of the Staff
(the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in the Staff’s letters dated April 23, 2008
and June 4, 2008 with respect to the above-referenced filings, hereby acknowledges 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.

     Very truly yours,

     THE MARCUS CORPORATION

     By:  /s/ Thomas F. Kissinger

             Thomas F. Kissinger

             Vice President, General Counsel and Secretary

CORRESP
1
filename1.htm

     ATTORNEYS AT LAW

     777 EAST WISCONSIN AVENUE

MILWAUKEE, WISCONSIN  53202-5306

414.271.2400 TEL

414.297.4900  FAX

www.foley.com

     July 11, 2008

     WRITER'S DIRECT LINE

414.297.5662
sbarth@foley.com Email

CLIENT/MATTER NUMBER

052560-0725

VIA EDGAR AND FEDERAL EXPRESS

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

Dear Mr. Woody:

        After
further discussions with Karen Garnett and Kristina Aberg of the Staff of the Securities
and Exchange Commission (the “Staff”), in further response to Comment Number 2 of
the Staff’s letter, dated June 4, 2008, with respect to the above-referenced
filing, our client, The Marcus Corporation, a Wisconsin corporation (the
“Company”), will comply with the Staff’s comment and disclose in its future
relevant filings the actual aggregated and averaged amounts of RevPAR, occupancy
percentage and average daily room rates for its comparable owned hotels and resorts for
the periods reported.

        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

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

     BOSTON
BRUSSELS

CHICAGO

DETROIT

JACKSONVILLE

LOS ANGELES

MADISON

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

SAN FRANCISCO

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

CORRESP
1
filename1.htm

     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

Mail Stop 4561
June 4, 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   Definitive 14A
Filed September 12, 2007
File No. 001-12609

Dear Mr. Neis:

We have reviewed your response letter dated May 30, 2008 and have the
following additional comments.  If you disagr ee with our comments, we will consider
your explanation as to why our comments are not applicable.  Pleas e be as detailed as
necessary in your explanation.   After reviewing this informa tion, 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 June 4, 2008 Page 2  Form 10-K for the fiscal year ended May 31, 2007

 General

1. We note general counsel’s affirmation re garding the company’s awareness of its
obligations under the Secu rities 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.

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 th e hotel industry so it is not clear why you
believe disclosure by your company woul d 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.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Earnings, Page 39
3. We have reviewed your response to comm ent 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 en joys.  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.

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 th e data that the compensation

Douglas A. Neis
The Marcus Corporation June 4, 2008 Page 3
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.  Clar ify whether Watson Wyatt provides data
on a company-by-company basis or if it provi des average data w ithin each market
sector.  Please note that if you are benchmarking compensation to certain
companies, you must identif y all of the companies in your future filings.

Cash Bonuses, page 12

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

*     *     *

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.

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

CORRESP
1
filename1.htm

     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

     May 30, 2008

     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
Form 10-Q for the Period Ended February 28, 2008
Filed April 8,
2008
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 April 23, 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.
Please
correct the file number on your Form 10-K cover page to reflect the           accurate
file number for your filings. Please  note that           your file
number for reports filed under the Securities Exchange Act of 1934 is           1-12604,
not 1-12609 as noted on  your Form 10-K.

        The
Company will correct its file number in all relevant future filings under the Securities
Exchange Act of 1934.

Item 1 – Business,
Page 2

2.
Please
include a cross reference to the financial information about your           business
segments contained in your financial  statements.           We refer
you to Item 101(b) of Regulation S-K.

        In
all relevant future filings, the Company will include a cross-reference to the financial
information about its business segments contained in its financial statements pursuant to
Item 101(b) of Regulation S-K.

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
May 30, 3008
Page 2

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 for 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.

        The
Company specifically provided separate line item disclosures in its summary financial
results table on Page 22 of its fiscal 2007 Form 10-K setting forth the respective
portions of its theatre revenues derived from box office revenues (i.e., ticket sales) and
concession revenues for each of its last three fiscal years.

        The
Company does not believe that disclosing its average ticket price per person and/or its
average concession sales per person provides any additional meaningful information to
investors to better understand the Company’s results of operations or financial
statements. On the contrary, the Company believes that such disclosure may cause it
competitive harm and may adversely affect its customer relationships and, therefore, its
results of operations and shareholder value. The Company notes, in this regard, that it
already describes the comparative period percentage changes in both its average ticket
price per person and average concession sales per person, including the reasons therefor
and the general impact that such percentage changes have had on the Company’s
comparative period theatre division revenues, so that investors may clearly understand how
and why such historical trends have impacted comparative period theatre results and may
impact future theatre results. The Company’s management uses this trend data, rather
than the nominal dollar amount of its average ticket price per person and average
concession sales per person, to analyze relevant financial performance trends in its
theatre business. The Company believes that the stock market research analysts that follow
the Company similarly effectively utilize this percentage change data to assess relevant
financial performance trends in the Company’s theatre business. However, in order to
be responsive to the Staff’s comment, in relevant future filings, the Company intends
to enhance its disclosures regarding the relative quantitative impact on its theatre
division revenues resulting from comparative period changes in its average ticket price
per person and average concession sales per person. Specifically, the Company intends in
relevant future filings to quantify the aggregate dollar amount and percentage impact that
such comparative period relative percentage changes in each of its average ticket price
per person and average concession sales per person have had on the Company’s
comparative period theatre division revenues. Similarly, in order to be responsive to the
Staff’s comment, the Company also intends in relevant future filings to provide more
descriptive information on the factors impacting such comparative period changes
(including, with respect to changes in comparative period average concession sales per
person, the relative extent to which such changes were the result of changes in price
and/or sales volume). The Company believes that providing this additional disclosure
regarding the trends and factors which are similarly assessed by the Company’s
management will further help enhance investors’ understanding of the trends then
affecting its historical comparative period theatre results and which may impact its then
expected future theatre division results.

Mr. Kevin Woody
May 30, 3008
Page 3

Hotels and Resorts, Page
25

4.
Please
disclose actual amounts of RevPAR, occupancy, and average daily           room rate for
each of the periods reported. Currently, you           disclose only
the percentage change.

        The
Company does not believe that disclosing the actual amounts of its comparative period
RevPAR, occupancy and/or average daily room rate provides any additional meaningful
information to investors to better understand the Company’s results of operations or
financial statements. On the contrary, the Company believes that such disclosure may cause
it competitive harm and may adversely affect its customer relationships and, therefore,
its results of operations and shareholder value. The Company notes, in this regard, that
it already describes the comparative period percentage changes in its RevPAR, occupancy
and average daily room rate, including the reasons therefor and the general impact that
such percentage changes have had on the Company’s comparative period hotels and
resorts division revenue, so that investors may understand how and why such historical
trends have impacted comparative period hotels and resorts division results and may impact
future hotels and resorts division results. The Company’s management uses this trend
data, rather than the nominal amount of its RevPAR, occupancy and/or average daily room
rate, to analyze relevant financial performance trends in its hotels and resorts business.
The Company believes that the stock market research analysts that follow the Company
similarly effectively utilize this percentage change data to assess relevant financial
performance trends in the Company’s hotels and resorts business. However, in order to
be responsive to the Staff’s comment, in relevant future filings, the Company intends
to enhance its disclosures regarding the relative quantitative impact on its hotels and
resorts division revenues of changes in its comparative period RevPAR, occupancy and/or
average daily room rate. Specifically, the Company intends in relevant future filings to
further quantify the aggregate dollar amount and percentage impact that such comparative
period relative percentage changes have had on the Company’s comparative period
hotels and resorts division revenues. The Company believes that providing this additional
disclosure regarding the trends and factors which are similarly assessed by the
Company’s management will further help enhance investors’ understanding of the
trends then affecting its historical comparative period hotels and resorts division
results and which may impact its then expected future hotels and resorts division results.

5.
Please
furnish us with copies of the relevant portions of the Smith Travel           Research
reports that you reference 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.

        Accompanying
the copy of this response provided to the Staff by Federal Express, we are supplementally
providing a copy of the relevant portions of the referenced Smith Travel Research reports,
together with the Company’s spreadsheet which compiles and aggregates these monthly
statistics so that appropriate and accurate fiscal year-over-fiscal year comparisons may
be made by the Company. Such reports have been highlighted to reflect the information that
is compiled by the Company to support the referenced disclosure.

Mr. Kevin Woody
May 30, 3008
Page 4

Item 8. Financial
Statements and Supplementary Data

Consolidated Statements
of Earnings, Page 39

6.
Please
tell us how your current presentation of Equity losses from           unconsolidated
joint ventures, net complies with  Rule 5-03(b) of Regulation S-X.
Please also consider the           presentation of this line item within your periodic
filings on Form  10-Q as well.

        The
Company notes that Rule 5-03(b)13 of Regulation S-X specifically states that “if
justified by the circumstances, this item (equity in earnings of unconsolidated
subsidiaries) may be presented in a different position and a different manner” than
that suggested in Rule 5-03(b). Rule 5-03(b)13 further references
Section 210.4-01(a), which notes that “financial statements should be filed in
such form and order, and should use such generally accepted terminology, as will best
indicate their significance and character in the light of the provisions applicable
thereto.”

        We
specifically note that on Page 20 of the Company’s fiscal 2007 Form 10-K under
the subheading Management Discussion and Analysis – Current Plans
section, the Company states that “a number of the projects that we are currently
exploring may also include some small equity investments.” The Company believes that
equity earnings or losses from unconsolidated joint ventures is currently a significant
line item, and may in the future be even a more significant line item, for the reader of
its financial statements, as further evidenced by the Company’s inclusion of this
line item in its business segment footnote to its financial statements. As a result, it is
the Company’s belief that the “significance and character” of this specific
line item dictates that it should be presented in a position and manner generally accepted
by other similar theatre and lodging companies, so that “in light of the
circumstances under which they are made, the [financial statements] are not
misleading” (Section 210.4-01(a)).

        In
this regard, the Company has specifically reviewed the earnings statements of companies in
its peer group index, as well as other large theatre and lodging companies, such as
Marriott International, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Cinemark
Holdings, Inc. As a consequence, the Company’s decision to present Equity losses from
unconsolidated joint ventures as a pre-tax line item in the “Other
Income/Expense” section of the Company’s earnings statements in its
Form 10-K and 10-Q filings is further supported by the fact that the Company found
this presentation to be the predominant form and order used by these peer companies for
this specific line item.

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  director.           Please
refer to Item 401(e) of Regulation S-K.

        Each
director has held the same principal occupations and employment listed for at least the
last five years. The Company will clarify this information in its proxy statement for its
2008 annual meeting of shareholders, and in all other relevant future filings.

Mr. Kevin Woody
May 30, 3008
Page 5

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 companies
          is also used. In your disclosure regarding base salary of your named executive officers, please clearly
describe how these benchmarks compared  to the base salaries awarded to each person.

        Watson
Wyatt provided the Company’s Compensation Committee, in connection with its
compensation decisions described in the Company’s 2007 proxy statement, with
proprietary and confidential general market survey data on the base salaries and total
direct compensation (i.e., base salaries and bonuses) for executives that are
similarly titled or hold similar positions to those of the Company’s named executive
officers within the five general sector and industry categories set forth on Page 11 of
the Company’s 2007 proxy statement. Watson Wyatt did not provide, and, in making its
decisions, the Company’s Compensation Committee did not receive or review, and was
not aware of, the identities of the individual peer group companies that comprised Watson
Wyatt’s general market survey data used by the Committee.

        The
Company already describes on Page 11 of its 2007 proxy statement the two compensation
components which the Compensation Committee receives and analyzes from the general market
survey data provided to it by Watson Wyatt – namely, base salary and total direct
compensation (i.e., base salary and bonus).

        In
order to be responsive to the Staff’s comment, the Company will expand its disclosure
in its 2008 proxy statement and all other relevant future filings to more specifically
describe how the Company’s named executive officers’ base salaries compare to
the general market survey data on the base salaries of similarly situated executives
provided to the Compensation Committee by Watson Wyatt (or any other compensation
consultant used by the Committee).

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  determine individual base salaries.
For example, under the third factor,           describe 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.

        The
sev

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

Mail Stop 4561

      March 15, 2006

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

Re:  The Marcus Corporation
 Form 10-K for the fiscal year ended May 26, 2005
       File No. 1-12604

Dear Mr. Neis:

      We have reviewed your filing and have the following comment. We
have limited our review to only your financial statements and related
disclosures and do not intend to expand our review to other portions of your documents.  As indicated, we think you should revise your document in future filings in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as detailed as necessary in your
explanation.

 Please understand that the purpose of our review 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.

Form 10-K for the fiscal year ended May 26, 2005

Report of Independent Registered Public Accounting Firm
1. Please confirm to us that your independent auditors have provided
you with a signed opinion.  In future filings, please include a signed
audit opinion in accordance with Rule 302 of Regulation S-T. Additionally, please apply this comment to the Report of Independent
Registered Public Accounting Firm On Internal Control Over Financial Reporting and Exhibit 23.

 Please respond to this comment within 10 business days or tell us when you will provide us with a response.  Please file your response on EDGAR.  Please understand that we may have additional comments after reviewing your response to our comment.

 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  Since the company and its management are in
possession of all facts relating 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 any action
with respect to the filing; 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.

      In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to
our comments on your filing.

 You may contact Howard Efron, Staff Accountant, at (202)551-3439
or me at (202) 551-3403 if you have questions regarding comments on the financial statements and related matters.

        Sincerely,

        Steven Jacobs
        Branch Chief

CORRESP
1
filename1.htm

The MARCUS CORPORATION

100 East Wisconsin Avenue, Suite 1900
Milwaukee, Wisconsin 53202

March 28, 2006

Via Edgar

Mr. Steven Jacobs
Branch
Chief

Securities and Exchange
Commission
Division of Corporation Finance; Mail Stop 4561
Washington, D.C. 20549

                  Re:
The
Marcus Corporation; File No. 1-12609;
Form 10-K for the fiscal
year ended May 26, 2005

Dear Mr. Jacobs:

        The
following is our response to your March 15, 2006 letter commenting on our most recent Form
10-K. Our response is numbered to correspond with the number contained in your letter (the
comment text of which is included in italics below).

Form
10-K for the fiscal year ended May 26, 2005

Report
of Independent Registered Public Accounting Firm

1.
Please
confirm to us that your independent auditors have provided you with a
                    signed opinion. In future filings, please   include a signed
audit opinion                     in accordance with Rule 302 of Regulation S-T.
Additionally, please apply this   comment to the Report of Independent Registered
Public Accounting Firm                     On Internal Control Over Financial  Reporting
and Exhibit 23.

We
confirm that our independent auditors have provided us with signed opinions in conjunction
with their Report of Independent Registered Public Accounting Firm, their Report of
Independent Registered Public Accounting Firm On Internal Control Over Financial
Reporting, and their consent contained as Exhibit 23. We will modify future filings in
accordance with your request.

        We
acknowledge that the company is responsible for the adequacy and accuracy of the
disclosure in this filing. We acknowledge that staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any action with
respect to this filing. We acknowledge that 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.

        We
appreciate the Staff’s comments and we hope our response, and our intention to
address your comments in our future filings, satisfactorily address your comments. Please
call me at (414) 905-1100 if you have further questions.

Very
truly yours,

/s/ Douglas A. Neis

Douglas A. Neis

Chief Financial Officer and
Treasurer
(Principal Accounting
Officer)

Cc:
Thomas
F. Kissinger
    The Marcus Corporation
Keith Burns

    Ernst & Young
Steven R. Barth
    Foley & Lardner