SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
THE MARCUS CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
566330 10 6
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 566330 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ben Marcus (###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF
944*
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
3,341,981*
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
944*
REPORTING
8 SHARED DISPOSITIVE POWER
PERSON
3,341,981*
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,342,925*
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 17 to Schedule 13G with regard to The Marcus
Corporation is being filed on behalf of the undersigned to amend Item 4 of
the originally filed Schedule 13G. Except as expressly stated herein,
there have been no material changes in the information set forth in the
Schedule 13G.
Item 4. Ownership (as of the date of filing of this Amendment to
Schedule 13G):
(a) Amount Beneficially Owned: 3,342,925*
(b) Percent of Class: 17.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 944* Shares
(ii) shared power to vote or to direct the vote: 3,341,981*
Shares
(iii) sole power to dispose or to direct the disposition of:
944* Shares
(iv) shared power to dispose or to direct the disposition of:
3,341,981* Shares
The 944* shares which Mr. Marcus has sole voting and dispositive
power result from his participation in The Marcus Corporation's profit
sharing plan. 3,341,981* of the reported beneficial ownership of Common
Stock results from the beneficial ownership of shares of Class B Common
Stock, which are convertible at any time into Common Stock on a share-for-
share basis. The percent of class figure assumes conversion of all
outstanding shares of Class B Common Stock into shares of Common Stock.
Since each share of Class B Common stock is entitled to 10 votes as
opposed to 1 vote for each share of Common Stock, it is extremely unlikely
that Mr. Marcus would alone convert a significant portion of his Class B
Common Stock into Common Stock.
Mr. Marcus' beneficial ownership consists of:
(i) 944* shares of Common Stock resulting from Mr. Marcus'
participation in The Marcus Corporation's profit sharing
plan;
(ii) 2,213,568* shares of Class B Common Stock held by the Ben
Marcus and Celia Marcus Revocable Trust;
(iii) 828,866* shares of Class B Common Stock held by the
Celia Marcus and Ben Marcus Revocable Trust; and
(iv) 299,547* shares of Class B Common Stock held by Mr. Marcus
as a Shareholder of Guest House Inn, Inc.
______________________
* On November 14, 1995 The Marcus Corporation effected a three-for-two
stock split in the form of a 50% stock dividend and all share
ownership data has been adjusted accordingly.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 8, 1996
Date
/s/ Stephen H. Marcus
Stephen H. Marcus
Signature (By Stephen H. Marcus as attorney-in-fact pursuant to a power of
attorney previously filed with the Commission and incorporated
by reference.
