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 *
MILSTEIN PHILIP L
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O OGDEN CAP PROPERTIES, LLC, 390 PARK AVENUE, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
02/24/2006
(Street)

NEW YORK, NY 10022		 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               54,509 D  
Class B Common Stock               39,601 D  
Common Stock               7,800 I As Co-Manager (1)
Class B Common Stock               62,055 I As Partner of Northmon Investment Co.
Common Stock               8,100 I By Children (2)
Common Stock               124,111 I By Self as Co-Trustee for SVM Foundation (2)
Common Stock               5,625 I By Self as Trustee for Abby Black Elbaum (2)
Common Stock               57,500 I By Self as Trustee for PLM Foundation (2)
Common Stock               2,000 I By Spouse (2)

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) (3) $ 14.25 02/24/2006   D(4)     1,500 12/18/1996 12/18/2006 Common Stock 1,500 (4) 0 D  
Stock Option (Right to Buy) (3) $ 9.9945 02/24/2006   A(4)   2,139   12/18/1996 12/18/2006 Common Stock 2,139 (4) 2,139 D  
Stock Option (Right to Buy) (3) $ 16.3334 02/24/2006   D(4)     750 05/29/1997 05/29/2007 Common Stock 750 (4) 0 D  
Stock Option (Right to Buy) (3) $ 11.4557 02/24/2006   A(4)   1,069   05/29/1997 05/29/2007 Common Stock 1,069 (4) 1,069 D  
Stock Option (Right to Buy) (3) $ 18.125 02/24/2006   D(4)     500 05/28/1998 05/28/2008 Common Stock 500 (4) 0 D  
Stock Option (Right to Buy) (3) $ 12.7122 02/24/2006   A(4)   713   05/28/1998 05/28/2008 Common Stock 713 (4) 713 D  
Stock Option (Right to Buy) (3) $ 12.75 02/24/2006   D(4)     500 05/27/1999 05/27/2009 Common Stock 500 (4) 0 D  
Stock Option (Right to Buy) (3) $ 8.9424 02/24/2006   A(4)   713   05/27/1999 05/27/2009 Common Stock 713 (4) 713 D  
Stock Option (Right to Buy) (3) $ 11 02/24/2006   D(4)     500 05/25/2000 05/25/2010 Common Stock 500 (4) 0 D  
Stock Option (Right to Buy) (3) $ 7.715 02/24/2006   A(4)   713   05/25/2000 05/25/2010 Common Stock 713 (4) 713 D  
Stock Option (Right to Buy) (3) $ 14.3 02/24/2006   D(4)     500 05/31/2001 05/31/2011 Common Stock 500 (4) 0 D  
Stock Option (Right to Buy) (3) $ 10.0295 02/24/2006   A(4)   713   05/31/2001 05/31/2011 Common Stock 713 (4) 713 D  
Stock Option (Right to Buy) (3) $ 13.14 02/24/2006   D(4)     500 05/30/2002 05/30/2012 Common Stock 500 (4) 0 D  
Stock Option (Right to Buy) (3) $ 9.2159 02/24/2006   A(4)   713   05/30/2002 05/30/2012 Common Stock 713 (4) 713 D  
Stock Option (Right to Buy) (3) $ 13.58 02/24/2006   D(4)     500 05/29/2003 05/29/2013 Common Stock 500 (4) 0 D  
Stock Option (Right to Buy) (3) $ 9.5245 02/24/2006   A(4)   713   05/29/2003 05/29/2013 Common Stock 713 (4) 713 D  
Stock Option (Right to Buy) (3) $ 16.07 02/24/2006   D(4)     500 05/27/2004 05/27/2014 Common Stock 500 (4) 0 D  
Stock Option (Right to Buy) (3) $ 11.2709 02/24/2006   A(4)   713   05/27/2004 05/27/2014 Common Stock 713 (4) 713 D  
Stock Option (Right to Buy) (5) $ 22.38 02/24/2006   D(4)     500 05/26/2005 05/26/2015 Common Stock 500 (4) 0 D  
Stock Option (Right to Buy) (5) $ 15.6966 02/24/2006   A(4)   713   05/26/2005 05/26/2015 Common Stock 713 (4) 713 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MILSTEIN PHILIP L
C/O OGDEN CAP PROPERTIES, LLC
390 PARK AVENUE, SUITE 600
NEW YORK, NY 10022		   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) The undersigned reports these shares (a) as Co-Manager of Ogden CAP Associates, LLC (the "LLC") and (b) as a beneficiary of certain trusts. As the beneficiary of trusts that participate in the investments of the LLC, the undersigned may be deemed to have a pecuniary interest in 1,300 shares owned by the LLC. The undersigned disclaims any beneficial interest in the remaining 6,500 shares owned by the LLC, in which he does not have a pecuniary interest.
(2) The undersigned disclaims any beneficial interest in shares owned by his wife, children, held by him as trustee for Ms. Abby Black Elbaum, held by him as trustee for PLM Foundation, or held by him as co-trustee for SVM Foundation.
(3) Granted pursuant to The Marcus Corporation 1994 Nonemployee Director Stock Option Plan.
(4) 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.
(5) Granted pursuant to The Marcus Corporation 2004 Equity Incentive Plan.

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