MARCUS CORP
8-A12B/A, 1994-08-26
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549


                            _________________________


                                   FORM 8-A/A


                               AMENDMENT NO. 1 TO
                         FORM 8-A REGISTRATION STATEMENT

                        PURSUANT TO SECTION 12(b) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               The Marcus Corporation                
             (Exact name of registrant as specified in its charter)


                Wisconsin                                      39-1139844    
        (State of incorporation                               (IRS Employer  
            or organization)                              Identification No.)



   250 East Wisconsin Avenue, Suite 1700
            Milwaukee, Wisconsin                                53202        
   (Address of principal executive offices)                   (Zip Code)     


   Securities to be registered pursuant to Section 12(b) of the Act:


        Title of each class                 Name of each exchange on which
        to be so registered                 each class is to be registered

    Common stock, $1 par value                 New York Stock Exchange


   Securities to be registered pursuant to Section 12(g) of the Act:  None

   <PAGE>

          The undersigned Registrant hereby amends Item 2 of its Registration
   Statement on Form 8-A filed with the Securities and Exchange Commission on
   November 17, 1993 to provide in its entirety as follows:


   Item 2.     Exhibits

   The Common Stock described herein is to be registered on the New York
   Stock Exchange, on which no other securities of the Company are
   registered.  Accordingly, the following exhibits required in accordance
   with Part II to the Instructions as to exhibits on Form 8-A have been duly
   filed with the New York Stock Exchange, Inc., but are not being filed with
   the Securities and Exchange Commission as part of this Form 8-A:

          1.   The Company's Form 10-K Annual Report for its fiscal year
               ended May 27, 1993.

          2.   The Company's Form 10-Q Quarterly Report for the fiscal
               quarter ended August 19, 1993, as amended by Form 10-Q/A dated
               October 15, 1993.

          3.   The Company's Proxy Statement dated August 31, 1993 and
               accompanying Notice of Annual Meeting with respect to the
               Company's Annual Shareholders' Meeting held on September 30,
               1993.

          4.   The Company's Articles of Incorporation.

          5.   The Company's By-laws.

          6.   Final specimen of the Company's Common Stock certificate
               complying with the New York Stock Exchange's requirements
               therefor.

          7.   The Company's Annual Report to Shareholders with respect to
               its fiscal year ended May 27, 1993.
   <PAGE>

                                   Signature

          Pursuant to the requirements of Section 12 of the Securities
   Exchange Act of 1934, the Registrant has duly caused this registration
   statement to be signed on its behalf by the undersigned, thereunto duly
   authorized.

                                            THE MARCUS CORPORATION



                                            By:  /s/Thomas F. Kissinger
                                               Thomas F. Kissinger, Esq.
                                               General Counsel and Secretary


   Dated August 22, 1994



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