<PAGE>   1
 As filed with the Securities and Exchange Commission on March 4, 1998

                                                         Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
                                  ____________

                           MARKS BROS. JEWELERS, INC.
             (Exact name of registrant as specified in its charter)


                Delaware                                 36-1433610      
      (State or other jurisdiction                    (I.R.S. Employer   
      of incorporation or organization)               Identification No.)


                              155 N. Wacker Drive
                               Chicago, Illinois                         60606
                      (Address of Principal Executive Offices)        (Zip Code)


            Marks Bros. Jewelers, Inc. 1997 Long-Term Incentive Plan
                            (Full title of the plan)

                               John R. Desjardins
              Executive Vice President, Finance and Administration
                           Marks Bros. Jewelers, Inc.
                              155 N. Wacker Drive
                            Chicago, Illinois  60606
                    (Name and address of agent for service)
                                 (312) 782-6800
                          (Telephone number, including
                        area code, of agent for service)
                                _______________

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
===============================================================================================
                                     Proposed Maximum     Proposed Maximum
Title of Securities   Amount to be    Offering Price    Aggregate Offering        Amount of
 to be Registered      Registered      Per Share(1)          Price             Registration Fee
-----------------------------------------------------------------------------------------------
<S>                  <C>               <C>     <C>          <C>                    <C>
Common Stock,
$.001 par value(2)   400,000 shares    $11.65, $17.82       $6,112,097.16          $1804
===============================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
     based upon (i) as to options to purchase 164,652 shares of Common Stock, a
     weighted average purchase price of $11.65 per share and (ii) as to 235,348
     shares of Common Stock relating to options available for grant, the
     average of the high and low prices of the Common Stock of the Company
     reported on the Nasdaq National Market on February 27, 1998, which was
     $17.82.

(2)  Includes 400,000 associated rights ("Rights") to purchase 1/100 of a
     share of Series A Junior Participating Preferred Stock, par value $.001
     per share.  Rights initially are attached to and trade with the Common
     Stock of the Registrant.  The value attributable to such Rights, if any,
     is reflected in the market price of the Common Stock.

================================================================================

<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



ITEM 1.  PLAN INFORMATION*
         ----------------                                            

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
         ------------------------------------------------------------


*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (the "Securities
     Act"), and the Note to Part I of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have heretofore been filed by Marks Bros.
Jewelers, Inc. (the "Company" or the "Registrant"), with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference herein
and shall be deemed to be a part hereof:

      1.   The Company's Annual Report on Form 10-K for the fiscal year
           ended January 31, 1997;

      2.   The Company's Quarterly Reports on Form 10-Q for each of the three 
           months ended April 30, 1997, July 31, 1997 and October 31, 1997; and
      
      3.   The description of the Common Stock, par value $.001 per share, 
           ("Common Stock"), of the Company contained in the Company's Report 
           on Form 8-A, dated April 10, 1996.
      
     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

     Any statements contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------                 

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------


     As permitted by Section 102(b)(7) of the General Corporation Law of
Delaware, Article Eighth of the Company's Restated Certificate of Incorporation
contains a provision providing that no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director except for breach of the director's duty
of loyalty to the Company or its stockholders, acts or omissions not in good
faith 


                                     II-1


<PAGE>   3

or which involve intentional misconduct or a knowing violation of law, unlawful
payment of dividends, unlawful stock redemptions or repurchases and 
transactions from which the director or officer derived an improper personal
benefit.

     Section 145 of the General Corporation Law of Delaware permits or requires
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations.  Article Ninth of the
Company's Restated Certificate of Incorporation and Article VI of the Company's
Restated Bylaws contain provisions for the indemnification of directors,
officers and employees of the Company generally within the limitations of
Section 145.

     The Company has a directors' and officers' liability insurance policy
which provides for indemnification of its directors and officers against
certain liabilities incurred in their capacities as such, which may include
liabilities under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not Applicable.

ITEM 8.  EXHIBITS.
         --------

     The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.  The Plan is not intended to be qualified under
Section 401(a) of the Internal Revenue Code.

ITEM 9. UNDERTAKINGS.

     (a) The Company hereby undertakes:

              (1) To file, during any period in which offers or sales
                  are being made, a post-effective amendment to this
                  Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3) 
                       of the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
                       after the effective date of this Registration Statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represent a
                       fundamental change in the information set forth in this 
                       Registration Statement. Notwithstanding the foregoing, 
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of  securities offered would 
                       not exceed that which was registered) and any deviation 
                       from the low or high and of the estimated maximum 
                       offering range may be reflected in the form of 
                       prospectus filed with the Commission pursuant to Rule 
                       424(b) if, in the aggregate, the changes in volume and 
                       price represent no more than 20 percent change in the 
                       maximum aggregate offering price set forth in the 
                       "Calculation of Registration Fee" table in the effective
                       registration statement;

                  (iii)To include any material information with respect to the 
                       plan of distribution not previously disclosed in this 
                       Registration Statement or any material change to such 
                       information in this Registration Statement;



                                     II-2
<PAGE>   4


                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a     
                  post-effective amendment by those paragraphs is contained in 
                  periodic reports filed by the Company pursuant to Section 13
                  or Section 15(d) of the Exchange Act that are incorporated by
                  reference in this Registration Statement.

              (2) That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be 
                  deemed to be a new registration statement relating to the 
                  securities offered therein, and the offering of such 
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

              (3) To remove from registration by means of a post-effective
                  amendment any of the shares of Common Stock being registered
                  hereby which remain unsold at the termination of the offering.

     (b) The Company hereby undertakes that, for the purposes of determining 
         any liability under the Securities Act, each filing of the Company's  
         annual report pursuant to Section 13(a) or Section 15(d) of the 
         Exchange Act (and, where applicable, each filing of an employee benefit
         plan's annual report pursuant to Section 15(d) of the Exchange Act)
         that is incorporated by reference in the registration statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering hereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Company pursuant to the foregoing provisions, or otherwise, the    
         Company has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         Company of expenses incurred or paid by a director, officer or
         controlling person of the Company in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Company will, unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the Securities Act and will be governed
         by the final adjudication of such issue.



                                     II-3


<PAGE>   5


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on the 4th day of
March, 1998.

                                  MARKS BROS. JEWELERS, INC.


                                  By:  /s/ John R. Desjardins
                                       -------------------------------------
                                       John R. Desjardins                   
                                       Executive Vice President, Finance and
                                       Administration                       



                        POWER OF ATTORNEY AND SIGNATURES

     The undersigned officers and directors of Marks Bros. Jewelers, Inc.
hereby severally constitutes and appoints Hugh M. Patinkin and John R.
Desjardins, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this registration statement, and generally to do all things in our names and on
our behalf in such capacities to enable Marks Bros. Jewelers, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the 4th day of March, 1998.



/s/ Hugh M. Patinkin                                                    
-----------------------  Chairman, President and Chief Executive Officer
Hugh M. Patinkin         (principal executive officer) and Director


/s/ John R. Desjardins   Executive Vice President, Finance and Administration 
-----------------------  and Treasurer (principal financial and accounting    
John R. Desjardins       officer) and Director


/s/ Matthew M. Patinkin          
-----------------------  Director
Matthew M. Patinkin


/s/ Norman J. Patinkin           
-----------------------  Director
Norman J. Patinkin


/s/ Jack A. Smith                
-----------------------  Director
Jack A. Smith


/s/ Daniel H. Levy               
-----------------------  Director
Daniel H. Levy



                                     II-4


<PAGE>   6

                                 EXHIBIT INDEX


     The following documents are filed herewith or incorporated herein by
reference.


Exhibit                         
 No.                             Description
-------                          -----------


 4.1            Restated Certificate of Incorporation of the Company           
                (incorporated by reference to Exhibit 3.1 of the Company's     
                Registration Statement on Form S-1, as amended (Commission     
                File No. 333-1794) (the "Common Stock Registration             
                Statement")).                                                  
                                                                               
 4.2            Restated By-Laws of the Company (incorporated by reference     
                to Exhibit 3.2 of the Common Stock Registration Statement).    
                                                                               
 4.3            Stockholders Rights Plan (incorporated by reference to         
                Exhibit 4.1 of the Company's Registration Statement on Forms   
                S-1, as amended (Commission File No. 333-04043) (the "Notes    
                Registration Statement")).                                     
                                                                               
 4.4            Certificate of Designation of Series A Junior Participating    
                Preferred Stock (incorporated by reference to Exhibit 4.2 of   
                the Common Stock Registration Statement).                      
                                                                               
 5              Opinion of Sidley & Austin                                     
                                                                               
23.1            Consent of Independent Public Accountants                   
                                                                            
23.2            Consent of Sidley & Austin (contained in Exhibit 5 hereto). 
                                                                            
24.1            Powers of Attorney (included on signature page).            
                                                                            
99.1            Marks Bros. Jewelers, Inc. 1997 Long-Term Incentive Plan.   


                                     II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18803}]
{"company-data": {"conformed-name": "MARKS BROS JEWELERS INC", "cik": "0000868984", "assigned-sic": "5944", "irs-number": "361433610", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47601", "film-number": "98560475"}, "business-address": {"street1": "155 N WACKER DR", "street2": "5TH FLOOR", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3127826800"}, "mail-address": {"street1": "155 NORTH WACKER", "street2": "5TH FLOOR", "city": "CHICAGO", "state": "IL", "zip": "60606"}}
1
 As filed with the Securities and Exchange Commission on March 4, 1998

                                                         Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
                                  ____________

                           MARKS BROS. JEWELERS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                 36-1433610      
      (State or other jurisdiction                    (I.R.S. Employer   
      of incorporation or organization)               Identification No.)

                              155 N. Wacker Drive
                               Chicago, Illinois                         60606
                      (Address of Principal Executive Offices)        (Zip Code)

            Marks Bros. Jewelers, Inc. 1997 Long-Term Incentive Plan
                            (Full title of the plan)

                               John R. Desjardins
              Executive Vice President, Finance and Administration
                           Marks Bros. Jewelers, Inc.
                              155 N. Wacker Drive
                            Chicago, Illinois  60606
                    (Name and address of agent for service)
                                 (312) 782-6800
                          (Telephone number, including
                        area code, of agent for service)
                                _______________

                        CALCULATION OF REGISTRATION FEE
===============================================================================================
                                     Proposed Maximum     Proposed Maximum
Title of Securities   Amount to be    Offering Price    Aggregate Offering        Amount of
 to be Registered      Registered      Per Share(1)          Price             Registration Fee
-----------------------------------------------------------------------------------------------
Common Stock,
$.001 par value(2)   400,000 shares    $11.65, $17.82       $6,112,097.16          $1804
===============================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
     based upon (i) as to options to purchase 164,652 shares of Common Stock, a
     weighted average purchase price of $11.65 per share and (ii) as to 235,348
     shares of Common Stock relating to options available for grant, the
     average of the high and low prices of the Common Stock of the Company
     reported on the Nasdaq National Market on February 27, 1998, which was
     $17.82.

(2)  Includes 400,000 associated rights ("Rights") to purchase 1/100 of a
     share of Series A Junior Participating Preferred Stock, par value $.001
     per share.  Rights initially are attached to and trade with the Common
     Stock of the Registrant.  The value attributable to such Rights, if any,
     is reflected in the market price of the Common Stock.

================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
         ----------------                                            

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
         ------------------------------------------------------------

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (the "Securities
     Act"), and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have heretofore been filed by Marks Bros.
Jewelers, Inc. (the "Company" or the "Registrant"), with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference herein
and shall be deemed to be a part hereof:

      1.   The Company's Annual Report on Form 10-K for the fiscal year
           ended January 31, 1997;

      2.   The Company's Quarterly Reports on Form 10-Q for each of the three 
           months ended April 30, 1997, July 31, 1997 and October 31, 1997; and
      
      3.   The description of the Common Stock, par value $.001 per share, 
           ("Common Stock"), of the Company contained in the Company's Report 
           on Form 8-A, dated April 10, 1996.
      
     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

     Any statements contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------                 

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

     As permitted by Section 102(b)(7) of the General Corporation Law of
Delaware, Article Eighth of the Company's Restated Certificate of Incorporation
contains a provision providing that no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director except for breach of the director's duty
of loyalty to the Company or its stockholders, acts or omissions not in good
faith 

                                     II-1
3

or which involve intentional misconduct or a knowing violation of law, unlawful
payment of dividends, unlawful stock redemptions or repurchases and 
transactions from which the director or officer derived an improper personal
benefit.

     Section 145 of the General Corporation Law of Delaware permits or requires
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations.  Article Ninth of the
Company's Restated Certificate of Incorporation and Article VI of the Company's
Restated Bylaws contain provisions for the indemnification of directors,
officers and employees of the Company generally within the limitations of
Section 145.

     The Company has a directors' and officers' liability insurance policy
which provides for indemnification of its directors and officers against
certain liabilities incurred in their capacities as such, which may include
liabilities under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not Applicable.

ITEM 8.  EXHIBITS.
         --------

     The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.  The Plan is not intended to be qualified under
Section 401(a) of the Internal Revenue Code.

ITEM 9. UNDERTAKINGS.

     (a) The Company hereby undertakes:

              (1) To file, during any period in which offers or sales
                  are being made, a post-effective amendment to this
                  Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3) 
                       of the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
                       after the effective date of this Registration Statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represent a
                       fundamental change in the information set forth in this 
                       Registration Statement. Notwithstanding the foregoing, 
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of  securities offered would 
                       not exceed that which was registered) and any deviation 
                       from the low or high and of the estimated maximum 
                       offering range may be reflected in the form of 
                       prospectus filed with the Commission pursuant to Rule 
                       424(b) if, in the aggregate, the changes in volume and 
                       price represent no more than 20 percent change in the 
                       maximum aggregate offering price set forth in the 
                       "Calculation of Registration Fee" table in the effective
                       registration statement;

                  (iii)To include any material information with respect to the 
                       plan of distribution not previously disclosed in this 
                       Registration Statement or any material change to such 
                       information in this Registration Statement;

                                     II-2
4

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a     
                  post-effective amendment by those paragraphs is contained in 
                  periodic reports filed by the Company pursuant to Section 13
                  or Section 15(d) of the Exchange Act that are incorporated by
                  reference in this Registration Statement.

              (2) That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be 
                  deemed to be a new registration statement relating to the 
                  securities offered therein, and the offering of such 
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

              (3) To remove from registration by means of a post-effective
                  amendment any of the shares of Common Stock being registered
                  hereby which remain unsold at the termination of the offering.

     (b) The Company hereby undertakes that, for the purposes of determining 
         any liability under the Securities Act, each filing of the Company's  
         annual report pursuant to Section 13(a) or Section 15(d) of the 
         Exchange Act (and, where applicable, each filing of an employee benefit
         plan's annual report pursuant to Section 15(d) of the Exchange Act)
         that is incorporated by reference in the registration statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering hereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Company pursuant to the foregoing provisions, or otherwise, the    
         Company has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         Company of expenses incurred or paid by a director, officer or
         controlling person of the Company in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Company will, unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the Securities Act and will be governed
         by the final adjudication of such issue.

                                     II-3
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on the 4th day of
March, 1998.

                                  MARKS BROS. JEWELERS, INC.

                                  By:  /s/ John R. Desjardins
                                       -------------------------------------
                                       John R. Desjardins                   
                                       Executive Vice President, Finance and
                                       Administration                       

                        POWER OF ATTORNEY AND SIGNATURES

     The undersigned officers and directors of Marks Bros. Jewelers, Inc.
hereby severally constitutes and appoints Hugh M. Patinkin and John R.
Desjardins, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this registration statement, and generally to do all things in our names and on
our behalf in such capacities to enable Marks Bros. Jewelers, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the 4th day of March, 1998.

/s/ Hugh M. Patinkin                                                    
-----------------------  Chairman, President and Chief Executive Officer
Hugh M. Patinkin         (principal executive officer) and Director

/s/ John R. Desjardins   Executive Vice President, Finance and Administration 
-----------------------  and Treasurer (principal financial and accounting    
John R. Desjardins       officer) and Director

/s/ Matthew M. Patinkin          
-----------------------  Director
Matthew M. Patinkin

/s/ Norman J. Patinkin           
-----------------------  Director
Norman J. Patinkin

/s/ Jack A. Smith                
-----------------------  Director
Jack A. Smith

/s/ Daniel H. Levy               
-----------------------  Director
Daniel H. Levy

                                     II-4
6

                                 EXHIBIT INDEX

     The following documents are filed herewith or incorporated herein by
reference.

Exhibit                         
 No.                             Description
-------                          -----------

 4.1            Restated Certificate of Incorporation of the Company           
                (incorporated by reference to Exhibit 3.1 of the Company's     
                Registration Statement on Form S-1, as amended (Commission     
                File No. 333-1794) (the "Common Stock Registration             
                Statement")).                                                  
                                                                               
 4.2            Restated By-Laws of the Company (incorporated by reference     
                to Exhibit 3.2 of the Common Stock Registration Statement).    
                                                                               
 4.3            Stockholders Rights Plan (incorporated by reference to         
                Exhibit 4.1 of the Company's Registration Statement on Forms   
                S-1, as amended (Commission File No. 333-04043) (the "Notes    
                Registration Statement")).                                     
                                                                               
 4.4            Certificate of Designation of Series A Junior Participating    
                Preferred Stock (incorporated by reference to Exhibit 4.2 of   
                the Common Stock Registration Statement).                      
                                                                               
 5              Opinion of Sidley & Austin                                     
                                                                               
23.1            Consent of Independent Public Accountants                   
                                                                            
23.2            Consent of Sidley & Austin (contained in Exhibit 5 hereto). 
                                                                            
24.1            Powers of Attorney (included on signature page).            
                                                                            
99.1            Marks Bros. Jewelers, Inc. 1997 Long-Term Incentive Plan.   

                                     II-5