Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
NEIS DOUGLAS A
   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)
CFO and Treasurer
(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               26,492 D  
Common Stock               2,310 (1) I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 6/30/99) $ 12.3125 02/24/2006   D(2)     5,000   (3) 06/30/2009 Common Stock 5,000 (2) 0 D  
Stock Option (right to buy) (granted 6/30/99) $ 8.6356 02/24/2006   A(2)   7,129     (3) 06/30/2009 Common Stock 7,129 (2) 7,129 D  
Stock Option (right to buy) (granted 6/28/00) $ 11.43 02/24/2006   D(2)     15,000   (3) 06/28/2010 Common Stock 15,000 (2) 0 D  
Stock Option (right to buy) (granted 6/28/00) $ 8.0219 02/24/2006   A(2)   21,387     (3) 06/28/2010 Common Stock 21,387 (2) 21,387 D  
Stock Option (right to buy) (granted 7/12/01) $ 14.05 02/24/2006   D(2)     15,000   (3) 07/12/2011 Common Stock 15,000 (2) 0 D  
Stock Option (right to buy) (granted 7/12/01) $ 9.8542 02/24/2006   A(2)   21,387     (3) 07/12/2011 Common Stock 21,387 (2) 21,387 D  
Stock Option (right to buy) (granted 7/11/02) $ 15.55 02/24/2006   D(2)     10,000   (3) 07/11/2012 Common Stock 10,000 (2) 0 D  
Stock Option (right to buy) (granted 7/11/02) $ 10.9062 02/24/2006   A(2)   14,258     (3) 07/11/2012 Common Stock 14,258 (2) 14,258 D  
Stock Option (right to buy) (granted 9/8/03) $ 14.61 02/24/2006   D(2)     7,500   (3) 09/08/2013 Common Stock 7,500 (2) 0 D  
Stock Option (right to buy) (granted 9/8/03) $ 10.2469 02/24/2006   A(2)   10,693     (3) 09/08/2013 Common Stock 10,693 (2) 10,693 D  
Stock Option (right to buy) (granted 8/18/04) $ 18.15 02/24/2006   D(2)     7,500   (3) 08/18/2014 Common Stock 7,500 (2) 0 D  
Stock Option (right to buy) (granted 8/18/04) $ 12.7298 02/24/2006   A(2)   10,693     (3) 08/18/2014 Common Stock 10,693 (2) 10,693 D  
Stock Option (right to buy) (granted 10/6/05) $ 20.06 02/24/2006   D(2)     10,000   (4) 10/06/2015 Common Stock 10,000 (2) 0 D  
Stock Option (right to buy) (granted 10/6/05) $ 14.0694 02/24/2006   A(2)   14,258     (4) 10/06/2015 Common Stock 14,258 (2) 14,258 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NEIS DOUGLAS A
C/O THE MARCUS CORPORATION
100 EAST WISCONSIN AVENUE, SUITE 1900
MILWAUKEE, WI 532024125		       CFO and Treasurer  

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) Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.
(2) 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.
(3) 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.
(4) 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.

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