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 * MARCUS STEPHEN H   2. Issuer Name and Ticker or Trading Symbol MARCUS CORP [MCS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Chairman and CEO (Last) (First) (Middle) C/O THE MARCUS CORPORATION, 100 EAST WISCONSIN AVENUE, SUITE 1900 3. Date of Earliest Transaction (Month/Day/Year) 05/24/2006 (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 05/24/2006   S   200 D $ 17.57 146,578 I As trustee Common Stock 05/24/2006   S   200 D $ 17.58 146,378 I As trustee Common Stock 05/24/2006   S   200 D $ 17.59 146,178 I As trustee Common Stock 05/24/2006   S   400 D $ 17.6 145,778 I As trustee Common Stock 05/24/2006   S   400 D $ 17.63 145,378 I As trustee Common Stock 05/24/2006   S   200 D $ 17.65 145,178 I As trustee Common Stock 05/24/2006   S   100 D $ 17.66 145,078 I As trustee Common Stock 05/24/2006   S   100 D $ 17.67 144,978 I As trustee Common Stock 05/24/2006   S   200 D $ 17.7 144,778 I As trustee Common Stock 05/24/2006   S   400 D $ 17.73 144,378 I As trustee Common Stock 05/24/2006   S   100 D $ 17.74 144,278 I As trustee Common Stock 05/24/2006   S   600 D $ 17.75 143,678 I As trustee Common Stock 05/24/2006   S   400 D $ 17.76 143,278 I As trustee Common Stock 05/24/2006   S   800 D $ 17.78 142,478 I As trustee Common Stock 05/24/2006   S   300 D $ 17.79 142,178 I As trustee Common Stock 05/24/2006   S   700 D $ 17.8 141,478 I As trustee Common Stock 05/24/2006   S   500 D $ 17.82 140,978 I As trustee Common Stock 05/24/2006   S   100 D $ 17.86 140,878 I As trustee Common Stock 05/24/2006   S   200 D $ 17.88 140,678 I As trustee Common Stock 05/24/2006   S   1,100 D $ 17.9 139,578 I As trustee Common Stock 05/24/2006   S   2,700 D $ 17.91 136,878 I As trustee Common Stock 05/24/2006   S   400 D $ 17.92 136,478 I As trustee Common Stock 05/24/2006   S   200 D $ 17.93 136,278 I As trustee Common Stock 05/24/2006   S   400 D $ 17.94 135,878 I As trustee Common Stock               700 I As co-trustee (1) Common Stock               21,895 I By Marcus Family Holdings LLC Common Stock               54,096 I By wife and self as trustees Common Stock               6,003 I Trustee for Ida Lowe Family Trust

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
Class B Common Stock	$ 0 (2)							(3)	(4)	Common Stock	8,693		8,693	I	As co-trustee (5)
Class B Common Stock	$ 0 (2)							(3)	(4)	Common Stock	12,783		12,783	I	As co-trustee (1)
Class B Common Stock	$ 0 (2)							(3)	(4)	Common Stock	665,060		665,060	I	By Estate of Joan Marcus
Class B Common Stock	$ 0 (2)							(3)	(4)	Common Stock	2,689,812		2,689,812	I	By Marcus Fam. Hldgs LLC
Class B Common Stock	$ 0 (2)							(3)	(4)	Common Stock	50,845		50,845	I	By Trust (6)
Class B Common Stock	$ 0 (2)							(3)	(4)	Common Stock	1,225		1,225	I	By wife and self as trustees
Class B Common Stock	$ 0 (2)							(3)	(4)	Common Stock	652,179		652,179	I	By wife as trustee
Class B Common Stock	$ 0 (2)							(3)	(4)	Common Stock	625,920		625,920	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARCUS STEPHEN H C/O THE MARCUS CORPORATION 100 EAST WISCONSIN AVENUE, SUITE 1900 MILWAUKEE, WI 532024125	X	X	President, Chairman and CEO

Signatures

By: Tracy L. Haas, Attorney-In-Fact		05/25/2006
**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 co-trustee with sister of the shares held by the Ben Marcus Life Trust.
(2)	This security is convertible into common stock on a 1-for-1 basis at no cost.
(3)	This security is immediately exercisable.
(4)	No expiration date.
(5)	As co-trustee with sister of the shares held by the Ben Marcus and Celia Marcus 1992 Revocable Trust.
(6)	By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Stephen H. Marcus.
Remarks: This is the second of four Form 4s reporting transactions on May 24, 2006.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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