Registration No. 333-______
--------------------------------------------------------------------------------

                       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
              Milwaukee, Wisconsin                          53202
    (Address of principal executive offices)              (Zip Code)

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

           Thomas F. Kissinger, Esq.                         Copy to:
         General Counsel and Secretary
            The Marcus Corporation                    Steven R. Barth, Esq.
     250 East Wisconsin Avenue, Suite 1700               Foley & Lardner
          Milwaukee, Wisconsin 53202                777 East Wisconsin Avenue
                (414) 905-1390                      Milwaukee, Wisconsin 53202
     (Name, address and telephone number,                 (414) 271-2400
  including area code, of agent for service)

                       ----------------------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
       Title of                  Amount            Proposed Maximum       Proposed Maximum
   Securities to be              to be              Offering Price       Aggregate Offering          Amount of
      Registered             Registered(1)             Per Share                Price             Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                       <C>                    <C>                     <C>
Common Stock,             2,000,000 shares(2)       $13.03125 (3)          $26,062,500 (3)         $6,880.50 (2)
$1 par value
------------------------------------------------------------------------------------------------------------------------

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration  Statement also covers an indeterminate
     number of additional shares of Common Stock that may become issuable as a result of stock splits,  stock dividends,
     or similar transactions pursuant to the anti-dilution provisions of the 1995 Equity Incentive Plan.

(2)  1,124,850  shares of Common Stock,  and the  corresponding  registration  fee that has been  previously paid by the
     Registrant,  are being carried forward from Registrant's earlier Registration  Statement on Form S-8,  Registration
     No. 33-63299.

(3)  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 for The Marcus Corporation Common Stock on the New
     York Stock Exchange Composite Tape on December 15, 1999.
</TABLE>

                           ---------------------------

Pursuant to Rule 429 under the Securities  Act of 1933, the Prospectus  referred
to herein also relates to the Registrant's  Registration  Statement on Form S-8,
Registration No. 33-63299.

<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 (the
"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  filed  with the  Commission  by The  Marcus
Corporation (the "Company") are hereby incorporated herein by reference:

          1. The Company's  Annual Report on Form 10-K for the fiscal year ended
May 27, 1999, filed on August 24, 1999.

          2. The Company's  Quarterly  Report on Form 10-Q for the quarter ended
August 26, 1999, filed on October 12, 1999.

          3. The  description  of the  Company's  Common Stock  contained in the
Company's  Registration Statement on Form 8-A dated November 17, 1993, including
any amendment or report filed for the purpose of updating such description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
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.
          --------------------------------------

          None.


                                      -2-
<PAGE>

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Pursuant to the Wisconsin  Business  Corporation Law and the Company's
By-laws,  as amended,  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 exhibits  filed herewith or  incorporated  herein by reference are
set forth in the attached Exhibit Index.

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:


                                      -3-
<PAGE>

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the 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 the Registration Statement;

                    (iii) 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;

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 with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference 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  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.


                                      -4-
<PAGE>

                                   SIGNATURES
                                   ----------

          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,  State of Wisconsin,  on this 21st day of
December, 1999.

                                        THE MARCUS CORPORATION



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

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and  appoints  Stephen  H.  Marcus,  Douglas  A. Neis and Thomas F.
Kissinger  and his or her  attorneys-in-fact  and  agents  with  full  power  of
substitution and resubstitution 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 the 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
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

          Signature                       Title                      Date
          ---------                       -----                      ----


/s/ Stephen H. Marcus          Chairman of the Board,          December 21, 1999
-----------------------------  President, Chief Executive
Stephen H. Marcus              Officer and Director
                               (Principal Executive Officer)


/s/ Douglas A. Neis            Chief Financial Officer and     December 21, 1999
-----------------------------  Treasurer (Principal Financial
Douglas A. Neis                and Accounting Officer)


/s/ Diane Marcus Gershowitz           Director                 December 21, 1999
-----------------------------
Diane Marcus Gershowitz


                                      S-1
<PAGE>

          Signature                       Title                      Date
          ---------                       -----                      ----


/s/ Bronson J. Haase                  Director                 December 21, 1999
-----------------------------
Bronson J. Haase


/s/ Timothy E. Hoeksema               Director                 December 21, 1999
-----------------------------
Timothy E. Hoeksema


/s/ Daniel F. McKeithan, Jr.          Director                 December 21, 1999
-----------------------------
Daniel F. McKeithan, Jr.


/s/ Philip L. Milstein                Director                 December 21, 1999
-----------------------------
Philip L. Milstein


/s/ Bruce J. Olson                    Director                 December 21, 1999
-----------------------------
Bruce J. Olson


/s/ Allan H. Selig                    Director                 December 21, 1999
-----------------------------
Allan H. Selig




                                      S-2
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number                             Exhibit Description
------                             -------------------

(4.1)     The  Marcus  Corporation  1995  Equity  Incentive  Plan,  as  amended.
          [Incorporated  by reference to Exhibit 10.4 to the Company's Form 10-K
          for the fiscal year ended May 27, 1999 (File No. 1-12604).]

(4.2)     Restated   Articles  of  Incorporation  of  The  Marcus   Corporation.
          [Incorporated  by reference to Exhibit 3.2 to the Company's  Quarterly
          Report on Form 10-Q for the quarterly  period ended  November 13, 1997
          (File No. 1-12604).]

(5.1)     Opinion of Foley & Lardner.

(23.1)    Consent of Ernst & Young LLP.

(23.2)    Consent of Foley & Lardner (contained in Exhibit 5.1 hereto).

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


                                      E-1
[{"type": "S-8", "sequence": "1", "description": "THE MARCUS CORPORATION FORM S-8", "secsgml_size_bytes": 17791}]
{"company-data": {"conformed-name": "MARCUS CORP", "cik": "0000062234", "assigned-sic": "7011", "irs-number": "391139844", "state-of-incorporation": "WI", "fiscal-year-end": "0527"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93345", "film-number": "99778702"}, "business-address": {"street1": "250 EAST WISCONSIN AVE", "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. 333-______
--------------------------------------------------------------------------------

                       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
              Milwaukee, Wisconsin                          53202
    (Address of principal executive offices)              (Zip Code)

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

           Thomas F. Kissinger, Esq.                         Copy to:
         General Counsel and Secretary
            The Marcus Corporation                    Steven R. Barth, Esq.
     250 East Wisconsin Avenue, Suite 1700               Foley & Lardner
          Milwaukee, Wisconsin 53202                777 East Wisconsin Avenue
                (414) 905-1390                      Milwaukee, Wisconsin 53202
     (Name, address and telephone number,                 (414) 271-2400
  including area code, of agent for service)

                       ----------------------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
       Title of                  Amount            Proposed Maximum       Proposed Maximum
   Securities to be              to be              Offering Price       Aggregate Offering          Amount of
      Registered             Registered(1)             Per Share                Price             Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock,             2,000,000 shares(2)       $13.03125 (3)          $26,062,500 (3)         $6,880.50 (2)
$1 par value
------------------------------------------------------------------------------------------------------------------------

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration  Statement also covers an indeterminate
     number of additional shares of Common Stock that may become issuable as a result of stock splits,  stock dividends,
     or similar transactions pursuant to the anti-dilution provisions of the 1995 Equity Incentive Plan.

(2)  1,124,850  shares of Common Stock,  and the  corresponding  registration  fee that has been  previously paid by the
     Registrant,  are being carried forward from Registrant's earlier Registration  Statement on Form S-8,  Registration
     No. 33-63299.

(3)  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 for The Marcus Corporation Common Stock on the New
     York Stock Exchange Composite Tape on December 15, 1999.
---------------------------

Pursuant to Rule 429 under the Securities  Act of 1933, the Prospectus  referred
to herein also relates to the Registrant's  Registration  Statement on Form S-8,
Registration No. 33-63299.
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 (the
"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  filed  with the  Commission  by The  Marcus
Corporation (the "Company") are hereby incorporated herein by reference:

          1. The Company's  Annual Report on Form 10-K for the fiscal year ended
May 27, 1999, filed on August 24, 1999.

          2. The Company's  Quarterly  Report on Form 10-Q for the quarter ended
August 26, 1999, filed on October 12, 1999.

          3. The  description  of the  Company's  Common Stock  contained in the
Company's  Registration Statement on Form 8-A dated November 17, 1993, including
any amendment or report filed for the purpose of updating such description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
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.
          --------------------------------------

          None.

                                      -2-
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Pursuant to the Wisconsin  Business  Corporation Law and the Company's
By-laws,  as amended,  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 exhibits  filed herewith or  incorporated  herein by reference are
set forth in the attached Exhibit Index.

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:

                                      -3-
(i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the 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 the Registration Statement;

                    (iii) 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;

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 with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference 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  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.

                                      -4-
SIGNATURES
                                   ----------

          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,  State of Wisconsin,  on this 21st day of
December, 1999.

                                        THE MARCUS CORPORATION

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

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and  appoints  Stephen  H.  Marcus,  Douglas  A. Neis and Thomas F.
Kissinger  and his or her  attorneys-in-fact  and  agents  with  full  power  of
substitution and resubstitution 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 the 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
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

          Signature                       Title                      Date
          ---------                       -----                      ----

/s/ Stephen H. Marcus          Chairman of the Board,          December 21, 1999
-----------------------------  President, Chief Executive
Stephen H. Marcus              Officer and Director
                               (Principal Executive Officer)

/s/ Douglas A. Neis            Chief Financial Officer and     December 21, 1999
-----------------------------  Treasurer (Principal Financial
Douglas A. Neis                and Accounting Officer)

/s/ Diane Marcus Gershowitz           Director                 December 21, 1999
-----------------------------
Diane Marcus Gershowitz

                                      S-1
Signature                       Title                      Date
          ---------                       -----                      ----

/s/ Bronson J. Haase                  Director                 December 21, 1999
-----------------------------
Bronson J. Haase

/s/ Timothy E. Hoeksema               Director                 December 21, 1999
-----------------------------
Timothy E. Hoeksema

/s/ Daniel F. McKeithan, Jr.          Director                 December 21, 1999
-----------------------------
Daniel F. McKeithan, Jr.

/s/ Philip L. Milstein                Director                 December 21, 1999
-----------------------------
Philip L. Milstein

/s/ Bruce J. Olson                    Director                 December 21, 1999
-----------------------------
Bruce J. Olson

/s/ Allan H. Selig                    Director                 December 21, 1999
-----------------------------
Allan H. Selig

                                      S-2
EXHIBIT INDEX
                                  -------------

Exhibit
Number                             Exhibit Description
------                             -------------------

(4.1)     The  Marcus  Corporation  1995  Equity  Incentive  Plan,  as  amended.
          [Incorporated  by reference to Exhibit 10.4 to the Company's Form 10-K
          for the fiscal year ended May 27, 1999 (File No. 1-12604).]

(4.2)     Restated   Articles  of  Incorporation  of  The  Marcus   Corporation.
          [Incorporated  by reference to Exhibit 3.2 to the Company's  Quarterly
          Report on Form 10-Q for the quarterly  period ended  November 13, 1997
          (File No. 1-12604).]

(5.1)     Opinion of Foley & Lardner.

(23.1)    Consent of Ernst & Young LLP.

(23.2)    Consent of Foley & Lardner (contained in Exhibit 5.1 hereto).

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

                                      E-1