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 * GERSHOWITZ DIANE M   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 _____ Officer (give title below) _____ Other (specify below) (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               50,901 D   Common Stock               700 I As co-trustee (1)

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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) (2)	$ 17.1667	02/24/2006		D(3)			750	05/30/1996	05/30/2006	Common Stock	750	(3)	0	D
Stock Option (Right to Buy) (2)	$ 12.0401	02/24/2006		A(3)		1,069		05/30/1996	05/30/2006	Common Stock	1,069	(3)	1,069	D
Class B Common Stock	$ 0 (5)							(6)	(7)	Common Stock	2,821,410		2,821,410	I	By DG-LDJ Holdings, L.L.C.
Class B Common Stock	$ 0 (5)							(6)	(7)	Common Stock	50,845		50,845	I	By Trust (10)
Stock Option (Right to Buy) (2)	$ 16.3334	02/24/2006		D(3)			750	05/29/1997	05/29/2007	Common Stock	750	(3)	0	D
Stock Option (Right to Buy) (2)	$ 11.4557	02/24/2006		A(3)		1,069		05/29/1997	05/29/2007	Common Stock	1,069	(3)	1,069	D
Stock Option (Right to Buy) (2)	$ 18.125	02/24/2006		D(3)			500	05/28/1998	05/28/2008	Common Stock	500	(3)	0	D
Stock Option (Right to Buy) (2)	$ 12.7122	02/24/2006		A(3)		713		05/28/1998	05/28/2008	Common Stock	713	(3)	713	D
Stock Option (Right to Buy) (2)	$ 12.75	02/24/2006		D(3)			500	05/27/1999	05/27/2009	Common Stock	500	(3)	0	D
Stock Option (Right to Buy) (2)	$ 8.9424	02/24/2006		A(3)		713		05/27/1999	05/27/2009	Common Stock	713	(3)	713	D
Stock Option (Right to Buy) (2)	$ 11	02/24/2006		D(3)			500	05/25/2000	05/25/2010	Common Stock	500	(3)	0	D
Stock Option (Right to Buy) (2)	$ 7.715	02/24/2006		A(3)		713		05/25/2000	05/25/2010	Common Stock	713	(3)	713	D
Stock Option (Right to Buy) (2)	$ 14.3	02/24/2006		D(3)			500	05/31/2001	05/31/2011	Common Stock	500	(3)	0	D
Stock Option (Right to Buy) (2)	$ 10.0295	02/24/2006		A(3)		713		05/31/2001	05/31/2011	Common Stock	713	(3)	713	D
Stock Option (Right to Buy) (2)	$ 13.14	02/24/2006		D(3)			500	05/30/2002	05/30/2012	Common Stock	500	(3)	0	D
Stock Option (Right to Buy) (2)	$ 9.2159	02/24/2006		A(3)		713		05/30/2002	05/30/2012	Common Stock	713	(3)	713	D
Stock Option (Right to Buy) (2)	$ 13.58	02/24/2006		D(3)			500	05/29/2003	05/29/2013	Common Stock	500	(3)	0	D
Stock Option (Right to Buy) (2)	$ 9.5245	02/24/2006		A(3)		713		05/29/2003	05/29/2013	Common Stock	713	(3)	713	D
Stock Option (Right to Buy) (2)	$ 16.07	02/24/2006		D(3)			500	05/27/2004	05/27/2014	Common Stock	500	(3)	0	D
Stock Option (Right to Buy) (2)	$ 11.2709	02/24/2006		A(3)		713		05/27/2004	05/27/2014	Common Stock	713	(3)	713	D
Stock Option (Right to Buy) (4)	$ 22.38	02/24/2006		D(3)			500	05/26/2005	05/26/2015	Common Stock	500	(3)	0	D
Stock Option (Right to Buy) (4)	$ 15.6966	02/24/2006		A(3)		713		05/26/2005	05/26/2015	Common Stock	713	(3)	713	D
Class B Common Stock	$ 0 (5)							(6)	(7)	Common Stock	164,294		164,294	D
Class B Common Stock	$ 0 (5)							(6)	(7)	Common Stock	652,179		652,179	I	As co-trustee (8)
Class B Common Stock	$ 0 (5)							(6)	(7)	Common Stock	8,693		8,693	I	As co-trustee (1)
Class B Common Stock	$ 0 (5)							(6)	(7)	Common Stock	12,783		12,783	I	As co-trustee (9)
Class B Common Stock	$ 0 (5)							(6)	(7)	Common Stock	320,672		320,672	I	As trustee for brother's children

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GERSHOWITZ DIANE M C/O THE MARCUS CORPORATION 100 EAST WISCONSIN AVENUE, SUITE 1900 MILWAUKEE, WI 532024125	X	X

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 co-trustee with brother of the shares held by the Ben Marcus and Celia Marcus 1992 Revocable Trust.
(2)	Granted pursuant to The Marcus Corporation 1994 Nonemployee Director Stock Option 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)	Granted pursuant to The Marcus Corporation 2004 Equity Incentive Plan.
(5)	This security is convertible into common stock on a 1-for-1 basis at no cost.
(6)	This security is immediately exercisable.
(7)	No expiration date.
(8)	As co-trustee with sister-in-law for brother's children.
(9)	As co-trustee with brother of the shares held by the Ben Marcus Life Trust.
(10)	By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.

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