Registration No. 33-_______
                                                                    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                             THE MARCUS CORPORATION
             (Exact name of registrant as specified in its charter)

                    Wisconsin                            39-1139844
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)            Identification No.)

      250 East Wisconsin Avenue, Suite 1700                53202
           Milwaukee, Wisconsin  53202                   (Zip Code)
     (Address of principal executive offices)

                The Marcus Corporation 1995 Equity Incentive Plan
                            (Full title of the plan)


               Thomas F. Kissinger                        Copy to:
          General Counsel and Secretary
              The Marcus Corporation                  Steven R. Barth
       250 East Wisconsin Avenue, Suite 250           Foley & Lardner
           Milwaukee, Wisconsin  53202           777 East Wisconsin Avenue
                  (414) 272-6020                Milwaukee, Wisconsin  53202
       (Name, address and telephone number,            (414) 297-5662
        including area code, of agent for
                     service)

                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                  Proposed      Proposed
                                  Maximum        Maximum
       Title of       Amount      Offering      Aggregate      Amount of
    Securities to     to be        Price        Offering     Registration
    be Registered   Registered   Per Share        Price           Fee

    Common Stock,    500,000
     $1 par value     shares     $33.32(1)   $16,660,000(1)    $5,744.82


   (1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933
        solely for the purpose of calculating the registration fee based on
        the average of the high and low prices of the Common Stock as
        reported by the New York Stock Exchange on September 22, 1995.


                        _________________________________


                               Page 1 of 18 Pages

       The Exhibit Index is on page 6 of the sequentially numbered pages.

   <PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission as part of this Form S-8 Registration Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents have been previously filed by The Marcus
   Corporation (the "Company") with the Commission and are incorporated
   herein by reference:

             (a)  The Company's Annual Report on Form 10-K for the year ended
   May 25, 1995, which includes certified financial statements as of and for
   the fiscal year ended May 25, 1995.

             (b)  All other reports filed by the Company pursuant to Section
   13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
   "Exchange Act"), since May 25, 1995.

             (c)  The description of the Company's capital stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, dated November
   17, 1993, as amended, with the Securities and Exchange Commission, and any
   amendments or reports filed for the purpose of updating such description.

             All documents subsequently filed by the Company pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
   filing of this Registration Statement and prior to such time as the
   Company files a post-effective amendment to this Registration Statement
   which indicates that all securities offered hereby have been sold or which
   deregisters all securities then remaining unsold shall be deemed to be
   incorporated by reference in this Registration Statement and to be a part
   hereof from the date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses incurred in a proceeding to which the director or officer was a
   party because he or she is a director or officer of the Company (i) to the
   extent such officers or directors are successful on the merits or
   otherwise in the defense of a proceeding and (ii) in such proceedings in
   which the director or officer is not successful in defense thereof, unless
   (in the latter case only) it is determined that the director or officer
   breached or failed to perform his duties to the Company and such breach or
   failure constituted:  (a) a willful failure to deal fairly with the
   Company or its shareholders in connection with a matter in which the
   director or officer had a material conflict of interest; (b) a violation
   of the criminal law unless the director or officer had reasonable cause to
   believe his or her conduct was lawful or had no reasonable cause to
   believe his or her conduct was unlawful; (c) a transaction from which the
   director or officer derived an improper personal profit; or (d) willful
   misconduct.  It should be noted that the Wisconsin Business Corporation
   Law specifically states that it is the public policy of Wisconsin to
   require or permit indemnification in connection with a proceeding
   involving securities regulation, as described therein, to the extent
   required or permitted as described above.  Additionally, under the
   Wisconsin Business Corporation Law, directors of the Company are not
   subject to personal liability to the Company, its shareholders or any
   person asserting rights on behalf thereof for certain breaches or failures
   to perform any duty resulting solely from their status as directors except
   in circumstances paralleling those in subparagraphs (a) through (d)
   outlined above.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-laws is not exclusive of any other
   rights to which a director or officer may be entitled.  The general effect
   of the foregoing provisions may be to reduce the circumstances in which an
   officer or director may be required to bear the economic burdens of the
   foregoing liabilities and expenses.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) and are incorporated by reference herein, as part of this
   Registration Statement:

    Exhibit No.        Exhibit

       (4.1)      The Marcus Corporation 1995 Equity Incentive Plan

        (5)       Opinion of Foley & Lardner

       (23.1)     Consent of Ernst & Young LLP

       (23.2)     Consent of Foley & Lardner (contained in Exhibit 5
                  hereto)

        (24)      Power of Attorney relating to subsequent amendments
                  (included on the signature page to this
                  Registration Statement)

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement to
   include any material information with respect to the plan of distribution
   not previously disclosed in the Registration Statement or any material
   change to such information in the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered herein, 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 securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and
   will be governed by the final adjudication of such issue.

   <PAGE>
                                   SIGNATURES

             The Registrant.  Pursuant to the requirements of the Securities
   Act of 1933, 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 Milwaukee, and
   State of Wisconsin, on this 28th day of September, 1995.

                                      THE MARCUS CORPORATION


                                      By:  /s/Stephen H. Marcus              
                                           Stephen H. Marcus
                                           Chairman of the Board, President
                                           and Chief Executive Officer

                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Stephen H. Marcus and Thomas F.
   Kissinger, and each of them individually, his or her true and lawful
   attorney-in-fact and agent, with full power of substitution and
   revocation, for him or her and in his or her name, place and stead, in any
   and all capacities, to sign any and all amendments (including post-
   effective amendments) to this Registration Statement and to file the same,
   with all exhibits thereto, and other documents in connection therewith,
   with the Securities and Exchange Commission, granting unto said attorneys-
   in-fact and agents, and each of them, full power and authority to do and
   perform each and every act and thing requisite and necessary to be done in
   connection therewith, as fully to all intents and purposes as he or she
   might or could do in person, hereby ratifying and confirming all that said
   attorneys-in-fact and agents, or either of them, may lawfully do or cause
   to be done by virtue hereof.

    Signature           Title                Signature          Title

    /s/Stephen H.       Chairman of the      /s/Lee Sherman     Director
     Marcus             Board, President,     Dreyfus         
    Stephen H. Marcus   Chief Executive      Lee Sherman
                        Officer and Director  Dreyfus
                        (Principal Executive
                        Officer)

    /s/Ben Marcus       Director             /s/Daniel F.       Director
    Ben Marcus                                McKeithan, Jr.  
                                             Daniel F.
                                              McKeithan, Jr.

    /s/Kenneth A.       Chief Financial      /s/John L. Murray  Director
     MacKenzie          Officer and          John L. Murray
    Kenneth A.          Treasurer (Principal
     MacKenzie          Financial Officer)

    /s/Douglas A. Neis  Corporate Controller /s/Allan H. Selig  Director
    Douglas A. Neis                          Allan H. Selig

    /s/Diane Marcus     Director             /s/Timothy E.      Director
     Gershowitz                               Hoeksema        
    Diane Marcus                             Timothy E.
     Gershowitz                               Hoeksema

    /s/George R.        Director
     Slater           
    George R. Slater

   <PAGE>
                                  EXHIBIT INDEX

                             THE MARCUS CORPORATION
                           1995 EQUITY INCENTIVE PLAN


                                                        Page Number in
                                                         Sequentially
                                                           Numbered
                                                         Registration
                                                           Statement  
     Exhibit No.                Exhibit
        (4.1)      The Marcus Corporation 1995
                   Equity Incentive Plan

         (5)       Opinion of Foley & Lardner

       (23.1)      Consent of Ernst & Young LLP

       (23.2)      Consent of Foley & Lardner                N/A
                   (contained in Exhibit 5 hereto)
        (24)       Power of Attorney relating to             N/A
                   subsequent amendments (included
                   on the signature page to this
                   Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "THE MARCUS CORPORATION", "secsgml_size_bytes": 15499}]
{"company-data": {"conformed-name": "MARCUS CORP", "cik": "0000062234", "assigned-sic": "5812", "irs-number": "391139844", "state-of-incorporation": "WI", "fiscal-year-end": "0526"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63299", "film-number": "95579556"}, "business-address": {"street1": "250 EAST WISCONSIN AVENUE", "street2": "SUITE 1700", "city": "MILWAUKEE", "state": "WI", "zip": "53202-4220", "phone": "4142726020"}, "mail-address": {"street1": "250 EAST WISCONSIN AVENUE", "street2": "STE 1700", "city": "MILWAUKEE", "state": "WI", "zip": "53202-4220"}}
Registration No. 33-_______
                                                                    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                             THE MARCUS CORPORATION
             (Exact name of registrant as specified in its charter)

                    Wisconsin                            39-1139844
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)            Identification No.)

      250 East Wisconsin Avenue, Suite 1700                53202
           Milwaukee, Wisconsin  53202                   (Zip Code)
     (Address of principal executive offices)

                The Marcus Corporation 1995 Equity Incentive Plan
                            (Full title of the plan)

               Thomas F. Kissinger                        Copy to:
          General Counsel and Secretary
              The Marcus Corporation                  Steven R. Barth
       250 East Wisconsin Avenue, Suite 250           Foley & Lardner
           Milwaukee, Wisconsin  53202           777 East Wisconsin Avenue
                  (414) 272-6020                Milwaukee, Wisconsin  53202
       (Name, address and telephone number,            (414) 297-5662
        including area code, of agent for
                     service)

                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                  Proposed      Proposed
                                  Maximum        Maximum
       Title of       Amount      Offering      Aggregate      Amount of
    Securities to     to be        Price        Offering     Registration
    be Registered   Registered   Per Share        Price           Fee

    Common Stock,    500,000
     $1 par value     shares     $33.32(1)   $16,660,000(1)    $5,744.82

   (1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933
        solely for the purpose of calculating the registration fee based on
        the average of the high and low prices of the Common Stock as
        reported by the New York Stock Exchange on September 22, 1995.

                        _________________________________

                               Page 1 of 18 Pages

       The Exhibit Index is on page 6 of the sequentially numbered pages.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission as part of this Form S-8 Registration Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents have been previously filed by The Marcus
   Corporation (the "Company") with the Commission and are incorporated
   herein by reference:

             (a)  The Company's Annual Report on Form 10-K for the year ended
   May 25, 1995, which includes certified financial statements as of and for
   the fiscal year ended May 25, 1995.

             (b)  All other reports filed by the Company pursuant to Section
   13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
   "Exchange Act"), since May 25, 1995.

             (c)  The description of the Company's capital stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, dated November
   17, 1993, as amended, with the Securities and Exchange Commission, and any
   amendments or reports filed for the purpose of updating such description.

             All documents subsequently filed by the Company pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
   filing of this Registration Statement and prior to such time as the
   Company files a post-effective amendment to this Registration Statement
   which indicates that all securities offered hereby have been sold or which
   deregisters all securities then remaining unsold shall be deemed to be
   incorporated by reference in this Registration Statement and to be a part
   hereof from the date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses incurred in a proceeding to which the director or officer was a
   party because he or she is a director or officer of the Company (i) to the
   extent such officers or directors are successful on the merits or
   otherwise in the defense of a proceeding and (ii) in such proceedings in
   which the director or officer is not successful in defense thereof, unless
   (in the latter case only) it is determined that the director or officer
   breached or failed to perform his duties to the Company and such breach or
   failure constituted:  (a) a willful failure to deal fairly with the
   Company or its shareholders in connection with a matter in which the
   director or officer had a material conflict of interest; (b) a violation
   of the criminal law unless the director or officer had reasonable cause to
   believe his or her conduct was lawful or had no reasonable cause to
   believe his or her conduct was unlawful; (c) a transaction from which the
   director or officer derived an improper personal profit; or (d) willful
   misconduct.  It should be noted that the Wisconsin Business Corporation
   Law specifically states that it is the public policy of Wisconsin to
   require or permit indemnification in connection with a proceeding
   involving securities regulation, as described therein, to the extent
   required or permitted as described above.  Additionally, under the
   Wisconsin Business Corporation Law, directors of the Company are not
   subject to personal liability to the Company, its shareholders or any
   person asserting rights on behalf thereof for certain breaches or failures
   to perform any duty resulting solely from their status as directors except
   in circumstances paralleling those in subparagraphs (a) through (d)
   outlined above.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-laws is not exclusive of any other
   rights to which a director or officer may be entitled.  The general effect
   of the foregoing provisions may be to reduce the circumstances in which an
   officer or director may be required to bear the economic burdens of the
   foregoing liabilities and expenses.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) and are incorporated by reference herein, as part of this
   Registration Statement:

    Exhibit No.        Exhibit

       (4.1)      The Marcus Corporation 1995 Equity Incentive Plan

        (5)       Opinion of Foley & Lardner

       (23.1)     Consent of Ernst & Young LLP

       (23.2)     Consent of Foley & Lardner (contained in Exhibit 5
                  hereto)

        (24)      Power of Attorney relating to subsequent amendments
                  (included on the signature page to this
                  Registration Statement)

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement to
   include any material information with respect to the plan of distribution
   not previously disclosed in the Registration Statement or any material
   change to such information in the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered herein, 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 securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and
   will be governed by the final adjudication of such issue.
SIGNATURES

             The Registrant.  Pursuant to the requirements of the Securities
   Act of 1933, 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 Milwaukee, and
   State of Wisconsin, on this 28th day of September, 1995.

                                      THE MARCUS CORPORATION

                                      By:  /s/Stephen H. Marcus              
                                           Stephen H. Marcus
                                           Chairman of the Board, President
                                           and Chief Executive Officer

                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Stephen H. Marcus and Thomas F.
   Kissinger, and each of them individually, his or her true and lawful
   attorney-in-fact and agent, with full power of substitution and
   revocation, for him or her and in his or her name, place and stead, in any
   and all capacities, to sign any and all amendments (including post-
   effective amendments) to this Registration Statement and to file the same,
   with all exhibits thereto, and other documents in connection therewith,
   with the Securities and Exchange Commission, granting unto said attorneys-
   in-fact and agents, and each of them, full power and authority to do and
   perform each and every act and thing requisite and necessary to be done in
   connection therewith, as fully to all intents and purposes as he or she
   might or could do in person, hereby ratifying and confirming all that said
   attorneys-in-fact and agents, or either of them, may lawfully do or cause
   to be done by virtue hereof.

    Signature           Title                Signature          Title

    /s/Stephen H.       Chairman of the      /s/Lee Sherman     Director
     Marcus             Board, President,     Dreyfus         
    Stephen H. Marcus   Chief Executive      Lee Sherman
                        Officer and Director  Dreyfus
                        (Principal Executive
                        Officer)

    /s/Ben Marcus       Director             /s/Daniel F.       Director
    Ben Marcus                                McKeithan, Jr.  
                                             Daniel F.
                                              McKeithan, Jr.

    /s/Kenneth A.       Chief Financial      /s/John L. Murray  Director
     MacKenzie          Officer and          John L. Murray
    Kenneth A.          Treasurer (Principal
     MacKenzie          Financial Officer)

    /s/Douglas A. Neis  Corporate Controller /s/Allan H. Selig  Director
    Douglas A. Neis                          Allan H. Selig

    /s/Diane Marcus     Director             /s/Timothy E.      Director
     Gershowitz                               Hoeksema        
    Diane Marcus                             Timothy E.
     Gershowitz                               Hoeksema

    /s/George R.        Director
     Slater           
    George R. Slater
EXHIBIT INDEX

                             THE MARCUS CORPORATION
                           1995 EQUITY INCENTIVE PLAN

                                                        Page Number in
                                                         Sequentially
                                                           Numbered
                                                         Registration
                                                           Statement  
     Exhibit No.                Exhibit
        (4.1)      The Marcus Corporation 1995
                   Equity Incentive Plan

         (5)       Opinion of Foley & Lardner

       (23.1)      Consent of Ernst & Young LLP

       (23.2)      Consent of Foley & Lardner                N/A
                   (contained in Exhibit 5 hereto)
        (24)       Power of Attorney relating to             N/A
                   subsequent amendments (included
                   on the signature page to this
                   Registration Statement)