FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Marcus Gregory S   2. Issuer Name and Ticker or Trading Symbol MARCUS CORP [MCS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) C/O THE MARCUS CORPORATION, 100 EAST WISCONSIN AVENUE, SUITE 1900 3. Date of Earliest Transaction (Month/Day/Year) 02/24/2006 (Street) MILWAUKEE, WI 532024125 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               13,806 D   Common Stock               75 I As custodian (1) Common Stock               2,183 I By 401(k) Plan (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy) (granted 6/26/96)	$ 16.75	02/24/2006		D(3)			1,500	(4)	06/26/2006	Common Stock	1,500	(3)	0	D
Stock Option (right to buy) (granted 6/26/96)	$ 11.7479	02/24/2006		A(3)		2,139		(4)	06/26/2006	Common Stock	2,139	(3)	2,139	D
Stock Option (right to buy) (6/26/97)	$ 16.5	02/24/2006		D(3)			1,500	(4)	06/26/2007	Common Stock	1,500	(3)	0	D
Stock Option (right to buy) (granted 6/26/97)	$ 11.5725	02/24/2006		A(3)		2,139		(4)	06/26/2007	Common Stock	2,139	(3)	2,139	D
Stock Option (right to buy) (granted 6/25/98)	$ 16.9375	02/24/2006		D(3)			1,500	(4)	06/25/2008	Common Stock	1,500	(3)	0	D
Stock Option (right to buy) (granted 6/25/98)	$ 11.8794	02/24/2006		A(3)		2,139		(4)	06/25/2008	Common Stock	2,139	(3)	2,139	D
Stock Option (right to buy) (granted 6/30/99)	$ 12.3125	02/24/2006		D(3)			3,500	(4)	06/30/2009	Common Stock	3,500	(3)	0	D
Stock Option (right to buy) (granted 6/30/99)	$ 8.6356	02/24/2006		A(3)		4,990		(4)	06/30/2009	Common Stock	4,990	(3)	4,990	D
Stock Option (right to buy) (granted 6/28/00)	$ 11.43	02/24/2006		D(3)			15,000	(4)	06/28/2010	Common Stock	15,000	(3)	0	D
Stock Option (right to buy) (granted 6/28/00)	$ 8.0219	02/24/2006		A(3)		21,387		(4)	06/28/2010	Common Stock	21,387	(3)	21,387	D
Stock Option (right to buy) (granted 7/11/02)	$ 15.55	02/24/2006		D(3)			25,000	(4)	07/11/2012	Common Stock	25,000	(3)	0	D
Stock Option (right to buy) (granted 7/11/02)	$ 10.9062	02/24/2006		A(3)		35,645		(4)	07/11/2012	Common Stock	35,645	(3)	35,645	D
Stock Option (right to buy) (granted 9/8/03)	$ 14.61	02/24/2006		D(3)			7,500	(4)	09/08/2013	Common Stock	7,500	(3)	0	D
Stock Option (right to buy) (granted 9/8/03)	$ 10.2469	02/24/2006		A(3)		10,693		(4)	09/08/2013	Common Stock	10,693	(3)	10,693	D
Stock Option (right to buy) (granted 8/18/04)	$ 18.15	02/24/2006		D(3)			7,500	(4)	08/18/2014	Common Stock	7,500	(3)	0	D
Stock Option (right to buy) (granted 8/18/04)	$ 12.7298	02/24/2006		A(3)		10,694		(4)	08/18/2014	Common Stock	10,694	(3)	10,694	D
Stock Option (right to buy) (granted 10/6/05)	$ 20.06	02/24/2006		D(3)			10,000	(5)	10/06/2015	Common Stock	10,000	(3)	0	D
Stock Option (right to buy) (granted 10/6/05)	$ 14.0694	02/24/2006		A(3)		14,258		(5)	10/06/2015	Common Stock	14,258	(3)	14,258	D
Class B Common Stock	$ 0 (6)							(7)	(8)	Common Stock	196,491		196,491	D
Class B Common Stock	$ 0 (6)							(7)	(8)	Common Stock	31,800		31,800	I	As custodian (9)
Class B Common Stock	$ 0 (6)							(7)	(8)	Common Stock	10,667		10,667	I	By spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Marcus Gregory S C/O THE MARCUS CORPORATION 100 EAST WISCONSIN AVENUE, SUITE 1900 MILWAUKEE, WI 532024125			Senior Vice President

Signatures

By: Steven R. Barth, Attorney-In-Fact		02/28/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As sole custodian of these shares held by the Alexandra Marcus U/WI/UTMA.
(2)	Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.
(3)	Involves an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. In connection with a special cash distribution paid to shareholders, the number of shares purchasable pursuant to the option and the exercise price payable upon exercise of the option were adjusted to reflect the effects of the cash distribution.
(4)	The options originally granted vest and become exercisable as follows: 40% after 2nd anniversary of the date of grant; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years.
(5)	The options vest and become exercisable as follows: 20% after 1st anniversary of the date of grant, 40% after 2nd anniversary; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years.
(6)	This security is convertible into common stock on a 1-for-1 basis at no cost.
(7)	This security is immediately exercisable.
(8)	No expiration date.
(9)	As sole custodian of 13,900 Class B shares held by the Alexandra Marcus U/WI/UTMA, 13,900 Class B shares held by the Michael Marcus U/WI/UTMA, and 4,000 Class B shares held by the Samantha Marcus U/WI/UTMA.

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