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)
OGDEN CAP PROPERTIES, LLC, 390 PARK AVE., SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
05/20/2011
(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 05/20/2011   M   713 A $ 10.0295 61,003 D  
Common Stock 05/20/2011   F   682 D $ 10.5 60,321 D  
Common Stock               124,111 I As co-trustee for SVM Foundation (1)
Common Stock               5,625 I As trustee for A. B. Elbaum (1)
Common Stock               57,500 I As trustee for PLM Foundation (1)
Common Stock               8,100 I By children (1)
Common Stock               2,000 I By spouse (1)
Class B Common Stock               39,601 D  
Class B Common Stock               62,055 I As partner of Northmon

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) (2) $ 10.0295 05/20/2011   M     713 05/31/2001 05/31/2011 Common Stock 713 $ 0 0 D  
Stock Option (Right to Buy) (2) $ 9.2159             05/30/2002 05/30/2012 Common Stock 713   713 D  
Stock Option (Right to Buy) (2) $ 9.5245             05/29/2003 05/29/2013 Common Stock 713   713 D  
Stock Option (Right to Buy) (2) $ 11.2709             05/27/2004 05/27/2014 Common Stock 713   713 D  
Stock Option (Right to Buy) (3) $ 15.6966             05/26/2005 05/26/2015 Common Stock 713   713 D  
Stock Option (Right to Buy) (3) $ 17.73             05/25/2006 05/25/2016 Common Stock 500   500 D  
Stock Option (Right to Buy) (3) $ 23.37             05/31/2007 05/31/2017 Common Stock 500   500 D  
Stock Option (Right to Buy) (3) $ 17.17             05/29/2008 05/29/2018 Common Stock 500   500 D  
Stock Option (Right to Buy) (3) $ 10.78             05/28/2009 05/28/2019 Common Stock 500   500 D  
Stock Option (Right to Buy) (3) $ 11.14             05/27/2010 05/27/2020 Common Stock 500   500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MILSTEIN PHILIP L
OGDEN CAP PROPERTIES, LLC
390 PARK AVE., SUITE 600
NEW YORK, NY 10022		   X      

Signatures

 /s/ Steven R. Barth, Attorney-in-Fact   05/24/2011
**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 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.
(2) Granted pursuant to The Marcus Corporation 1994 Nonemployee Director Stock Option Plan.
(3) Granted pursuant to The Marcus Corporation 2004 Equity Incentive Plan.

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