Edgar Filing: OLSON BRUCE J

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 ^*

OLSON BRUCE J

2. Issuer Name and Ticker or Trading Symbol
MARCUS CORP [MCS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								154,434	D
Common Stock								6,104 ⁽¹⁾	I	By 401(k) Plan
Common Stock								3,868	I	By son
Common Stock								5,926	I	By wife as custodian for daughter

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy) (granted 7/12/01)

$ 14.05

02/24/2006

D⁽²⁾

10,000

⁽³⁾

07/12/2011

Common Stock

10,000

⁽²⁾

Stock Option (right to buy) (granted 7/12/01)

$ 9.8542

02/24/2006

A⁽²⁾

14,257

⁽³⁾

07/12/2011

Common Stock

14,257

⁽²⁾

14,257

Stock Option (right to buy) (granted 7/11/02)

$ 15.55

02/24/2006

D⁽²⁾

8,000

⁽³⁾

07/11/2012

Common Stock

8,000

⁽²⁾

Stock Option (right to buy) (granted 7/11/02)

$ 10.9062

02/24/2006

A⁽²⁾

11,407

⁽³⁾

07/11/2012

Common Stock

11,407

⁽²⁾

11,407

Stock Option (right to buy) (granted 9/8/03)

$ 14.61

02/24/2006

D⁽²⁾

6,000

⁽³⁾

09/08/2013

Common Stock

6,000

⁽²⁾

Stock Option (right to buy) (granted 9/8/03)

$ 10.2469

02/24/2006

A⁽²⁾

8,555

⁽³⁾

09/08/2013

Common Stock

8,555

⁽²⁾

8,555

Stock Option (right to buy) (granted 8/18/04)

$ 18.15

02/24/2006

D⁽²⁾

10,000

⁽³⁾

08/18/2014

Common Stock

10,000

⁽²⁾

Stock Option (right to buy) (granted 8/18/04)

$ 12.7298

02/24/2006

A⁽²⁾

14,258

⁽³⁾

08/18/2014

Common Stock

14,258

⁽²⁾

14,258

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⁾

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OLSON BRUCE J C/O THE MARCUS CORPORATION 100 EAST WISCONSIN AVENUE, SUITE 1900 MILWAUKEE, WI 532024125	X		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)	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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