UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period endedAugust 28,November 27, 2008

For the transition period from__________ to__________from __________ to __________

Commission File Number1-12604

Registrant’s telephone number, including area code:(414) 905-1000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

COMMON STOCK OUTSTANDING AT OCTOBER 6, 2008JANUARY 2, 2009 – 20,833,24420,841,655
CLASS B COMMON STOCK OUTSTANDING AT OCTOBER 6, 2008JANUARY 2, 2009 – 8,885,126

THE MARCUS CORPORATION

INDEX

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PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

THE MARCUS CORPORATION
Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION
Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION
Consolidated Statements of Earnings (Unaudited)

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION
Consolidated Statements of Cash Flows (Unaudited)

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 13 AND 26 WEEKS ENDED AUGUST 28,NOVEMBER 27, 2008
(Unaudited)

Accounting Policies – Refer to the Company’s audited financial statements (including footnotes) for the fiscal year ended May 29, 2008, contained in the Company’s Form 10-K Annual Report for such year, for a description of the Company’s accounting policies.

Basis of Presentation – The consolidated financial statements for the 13 and 26 weeks ended August 28,November 27, 2008 and August 30,November 29, 2007 have been prepared by the Company without audit. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to present fairly the unaudited interim financial information at August 28,November 27, 2008, and for all periods presented, have been made. The results of operations during the interim periods are not necessarily indicative of the results of operations for the entire year or other interim periods.

Comprehensive Income – Total comprehensive income for the 13 and 26 weeks ended August 28,November 27, 2008 was $998,000 and August 30,$13,252,000, respectively. Total comprehensive income for the 13 and 26 weeks ended November 29, 2007 was $12,254,000$2,727,000 and $11,644,000,$14,371,000, respectively.

Accumulated other comprehensive income (loss) consists of the following, all presented net of tax:

Earnings Per Share– Net earnings per share (EPS) of Common Stock and Class B Common Stock is computed in accordance with Statement of Financial Accounting Standards (SFAS) No. 128,Earnings per Share (SFAS No. 128) using the two-class method. Under the provisions of SFAS No. 128, basic net earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding less any non-vested stock. Diluted net earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding, adjusted for the effect of dilutive stock options and non-vested stock using the treasury method. Convertible Class B Common Stock is reflected on an if-converted basis. The computation of the diluted net earnings per share of Common Stock assumes the conversion of Class B Common Stock, while the diluted net earnings per share of Class B Common Stock does not assume the conversion of those shares.

Holders of Common Stock are entitled to cash dividends per share equal to 110% of all dividends declared and paid on each share of Class B Common Stock. As such, and in accordance with Emerging Issues Task Force 03-06,Participating Securities and the Two-Class Method under FASB Statement No. 128 (EITF 03-06), the undistributed earnings for each period are allocated based on the proportionate share of entitled cash dividends. The computation of diluted net earnings per share of Common Stock assumes the conversion of Class B Common Stock and, as such, the undistributed earnings are equal to net earnings for that computation.

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The following table illustrates the computation of Common Stock and Class B Common Stock basic and diluted earnings per share for net earnings and provides a reconciliation of the number of weighted-average basic and diluted shares outstanding:

Investments – Available for sale securities are stated at fair market value, with unrealized gains and losses reported as a component of shareholders’ equity. The cost of securities sold is based upon the specific identification method. Realized gains and losses and declines in value judged to be other-than-temporary are included in investment income (loss). The Company evaluates securities for other-than-temporary impairment on a periodic basis and principally considers the type of security, the severity of the decline in fair value and the duration of the decline in fair value in determining whether a security’s decline in fair value is other-than-temporary. During the 13 weeks ended November 27, 2008, the Company recognized a $1,424,000 other-than-temporary investment loss on securities whose market value was substantially below cost.

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Defined Benefit Plan – The components of the net periodic pension cost of the Company’s unfunded nonqualified, defined-benefit plan are as follows:

The Company utilizes derivatives principally to manage market risks and reduce its exposure resulting from fluctuations in interest rates. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions.

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The Company entered into an interest rate swap agreement on February 1, 2008 covering $25,170,000 of floating rate debt, which expires February 1, 2011, and requires the Company to pay interest at a defined rate of 3.24% while receiving interest at a defined variable rate of one-month LIBOR (2.47%(1.90% at August 28,November 27, 2008). Per SFAS No. 133,“Accounting for Derivative Instruments and Hedging Activities,”,” the Company must recognize derivatives as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. Derivatives that do not qualify for hedge accounting must be adjusted to fair value through earnings. The Company’s interest rate swap agreement is considered effective and qualifies as a cash flow hedge. For derivatives that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For the 13 and 26 weeks ended August 28,November 27, 2008, the interest rate swap was considered effective and had no effect on earnings. The decrease in fair value of the interest rate swap of $159,000$701,000 ($94,000428,000 net of tax) and $860,000 ($522,000 net of tax), is included in accumulated other comprehensive loss.loss for the 13 and 26 weeks ended November 27, 2008, respectively. The Company does not expect the interest rate swap to have any effect on earnings within the next 12 months.

On February 29, 2008, the Company also entered into an interest rate swap agreement covering $25,000,000 of floating rate debt, which required the Company to pay interest at a defined rate of 3.49% while receiving interest at a defined variable rate of three-month LIBOR. The interest rate swap agreement was considered effective and qualified as a cash flow hedge. On March 19, 2008, the Company terminated the swap, at which time cash flow hedge accounting ceased. The fair value of the swap on the date of termination was a liability of $567,000 ($338,000 net of tax). For the 13 and 26 weeks ended August 28,November 27, 2008, the Company reclassified $38,000$28,000 ($23,00017,000 net of tax) and $66,000 ($39,000 net of tax), respectively, from other comprehensive loss to interest expense. The remaining loss at August 28,November 27, 2008 in other comprehensive loss will be reclassified into earnings as interest expense through April 15, 2013, the remaining life of the original hedge. The Company expects to reclassify approximately $113,000 ($68,000 net of tax) of loss into earnings within the next 12 months.

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        WeDuring the second quarter and first half of fiscal 2009, we continued to execute on several previously described strategies during the first quarter of fiscal 2009. We purchased and installed 12strategies. Our 14 digital 3D projectorsscreens, installed during theour fiscal 2009 first quarter, in time forbenefitted during the second quarter from the latest 3D release, Disney’sJourneyBolt, with the 3D presentations of this film outperforming the corresponding 2D versions of the same film. More than a dozen 3D films are currently scheduled for release during calendar 2009. A broader roll-out of digital cinema in our theatres, originally thought likely to begin in calendar 2009, remains tied to the Centerability of third-party implementers to obtain the Earth, bringing our total digital 3D installations to 14 screens.necessary financing, which could be difficult in the current credit market. In addition, 23 of our theatres are currently equipped to present alternate programming such as concerts and sporting events through our affiliation with a national digital broadcast network, including thewhich included a new and expanded season ofThe Metropolitan Opera: Opera:Live in HD. We recently introduced ourOur successful ice cream and coffee brands, which were initially rolled out at our flagship Majestic Cinema, were introduced into our theatre in Sturtevant (Racine), Wisconsin andduring our fiscal 2009 first quarter. Late in our second quarter, we opened a new food court “hot zone”concept named the “Hollywood Café” with pizza, ice cream, coffee and additional menu items is currently under construction at our theatre in Oakdale, Minnesota. We also recently announced plans to open another of our successfulbegan construction on a Zaffiro’s pizza restaurants atrestaurant that will be connected to an existing theatre in Mequon, Wisconsin.

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        We ended the first quarterhalf of fiscal 2009 with a total of 672673 company-owned screens in 55 theatres and 6 managed screens in one theatre compared to 588 company-owned screens in 48 theatres and 6 managed screens in one theatre at the end of the same period last year. We are currently constructing anopened a newUltraScreen addition to our 14-screen theatre in Orland Park, Illinois and we expect this additional screen to open byat the end of our fiscal 2009 second quarter. We alsoquarter and we recently began construction on our circuit’s 13thUltraScreen at our Mequon, Wisconsin theatre, and hopewith hopes to open this screen by May 2009. In addition, during the fiscal 2009 first quarter and as a result of our Douglas acquisition, we were selected to design and manage a five-screen, four-level upscale theatre and entertainment complex that is part of a Mutual of Omaha mixed-use urban development in Omaha, Nebraska. As part of our Douglas acquisition, we also acquired 11 acres of land in La Vista, a growing suburb of Omaha, during our fiscal 2009 first quarter. This land will be banked for potential future development, as are other sites we have previously purchased in Madison and East Troy, Wisconsin and St. Cloud and Moorhead, Minnesota.

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Hotels and Resorts

        The following table sets forth revenues, operating income and operating margin for our hotels and resorts division for the second quarter and first quartershalf of fiscal 2009 and 2008 (in millions, except for variance percentage and operating margin):

        Our first quarter is historically the strongest quarter of the year for our hotels and resorts division due to increased travel during the summer months at our predominantly Midwestern properties.        Division revenues and operating income decreased slightly during our fiscal 2009 second quarter and first quarterhalf compared to the prior year due to a decline in performance fromsame periods. A rapidly deteriorating economic environment, which primarily impacted our properties that rely most heavily on group business.business during our fiscal 2009 first quarter, began to negatively impact our corporate transient and leisure customer segments during our second quarter. Food and beverage revenues at our hotels declined at a slightly higher pace than room revenues during the fiscal 2009 second quarter compared to the same period last year as customers also reduced the amount they spent during their stay.

        The following table sets forth certain operating statistics for the second quarter and first quartershalf of fiscal 2009 and 2008, including our average occupancy percentage (number of occupied rooms as a percentage of available rooms), our average daily room rate, or ADR, and our total revenue per available room, or RevPAR, for company-owned properties:

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        RevPAR increased at fivethree of our eight company-owned properties during the firstsecond quarter of fiscal 2009 compared to the same period last year,year. Five of our company-owned properties recognized increased RevPAR during the first half of fiscal 2009 compared to the first half of fiscal 2008, with our newest hotels reporting double-digitthe largest increases. Declines in occupancy at our remaining properties due to reduced group business travel resulted in an overall decrease in RevPAR for the fiscal 2009 second quarter and first half compared to the first quartersame periods last year. Our overall ADR increased at six of our company-owned properties,slightly during the reported periods, but in general the increases were modest, as the current economic environment has put some pressure onlimited our ability to raise rates.

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        Hotel and resort division operating income and operating margins declined during the second quarter and first half of fiscal 2009 compared to the same periods last year due to the aforementioned reduced revenues. Improved operating results from our newest hotels includingand a favorable comparison to last year at our revenue share arrangement atChicago Four Points hotel due to a real estate tax adjustment during the Platinum Hotel & Spa,fiscal 2008 second quarter partially offset the declines in operating income at the aforementioned “group business” hotels. In addition,hotels most impacted by the largest year-over-year increase in operating income occurred at our Pfister Hotel and was due in part to the fact that our parking garage and meeting and banquet space were closed during the entire fiscal 2008 first quarter for an extensive renovation. Our meeting and banquet space was reopened early in our second quarter last year, but our parking garage did not reopen until our third quarter, so we expect continued favorable comparisons at that hotel for the next two quarters. Conversely, planned guest room renovations at our Grand Geneva Resort & Spa and Hilton Milwaukee City Center properties may have a slight negative impact on operating results during the remainder of the fiscal year as rooms are taken out of service during the renovation.economic downturn.

        The current near-term outlook for the future performance of this division continues to be very dependent uponuncertain, as we continue to face significant economic headwinds. Historically, hotel revenues have generally tracked very closely with traditional macroeconomic statistics such as the economic environment ofGross Domestic Product (GDP), and the respective geographic markets in which we operate. Overall, ourcurrent outlook for calendar 2009 does not look encouraging. Our group business booking pace continues to lag behind last year’s pace, so we expectand our ongoing group business is often resulting in less overall revenues than in the same properties that struggled in our first quarter to have difficult comparisons to the prior year over the next few quarters.past as group sizes shrink and on-site ancillary spending decreases. The corporate transient and leisure customer segments have performed better thanworsened significantly during the group business segment, butfiscal 2009 second quarter. Because the lead time for reservations from these customers is relatively short (often only one to two weeks), so our ability to project future occupancies from these customers is very limited. On a positive note, we believe that we benefit from the location of our properties, which tend to be in slightly less volatile markets, so our overall RevPAR declines have generally been slightly less than others in our industry segment. We will continue to monitor the situation and continue to adjust our sales focus and operating costs as needed. AsBarring a result,faster economic improvement than is currently forecast, we currently do not expect this division to report significantly improvedreduced comparative year-over-year operating results during the remaining quarters of fiscal 2009 and, if economic conditions do not improve, it is possible that our overall hotels and resorts operating results could decline in one or more of our upcoming quarters compared to the same periods last year.2009.

        We have been providing technical development and preopening services to the owners of three previously described hotel projects currently under development. We continue to expect one of these properties, the Venturella Resort & Spa in Orlando, Florida, to open later in fiscal 2009 after completion of a significant renovation. We will manage this hotel upon its scheduled opening. We continue to pursue several new growth opportunities as well, with a focus on expanding our hotel management business. A number of the projects that we are currently exploring may also include small equity investments. Currently, the largest hindrance to new growth in the hotel industry is the lack of available financing. A potentially positive aspect of this circumstance is the likelihood that supply growth may decline in the near term, which can have a favorable impact on owners of existing hotels like us. Credit difficulties for struggling existing hotels may also create acquisition opportunities for well-capitalized companies like ours at some point in the future as well.

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FINANCIAL CONDITION

Liquidity and Capital Resources

        Our movie theatre and hotels and resorts businesses each generate significant and consistent daily amounts of cash, subject to previously noted seasonality, because each segment’s revenue is derived predominantly from consumer cash purchases. We believe that these relatively consistent and predictable cash sources, as well as the availability of approximately $127$114 million of unused credit lines as of the end of our fiscal 2009 firstsecond quarter, should be adequate to support the ongoing operational liquidity needs of our businesses during the remainder of fiscal 2009.

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        Net cash provided by operating activities increased by $15.1$6.6 million during the first quarterhalf of fiscal 2009 to $34.2$35.6 million, compared to $19.1$29.0 million during the prior year’s first quarter.half. The increase was due primarily to favorable timing in the collection of accounts and notes receivable and the payment of accounts payable and other accrued liabilities.payable.

        Net cash used in investing activities during the fiscal 2009 first quarterhalf totaled $9.4$15.0 million, compared to only $1,000$6.3 million during the fiscal 2008 first quarter.half. The increase in net cash used in investing activities was primarily the result of increaseda $4.6 million increase in capital expenditures and a decrease in cash received that was previously held by intermediaries.

        Capital expenditures totaled $9.3$14.6 million during the first quarterhalf of fiscal 2009 compared to $3.8$10.0 million during the prior year’s first quarter.half. Fiscal 2009 first quarterhalf capital expenditures included approximately $7.4$10.8 million incurred in our theatre division, including costs associated with the previously describeda land purchase in Omaha, Nebraska, theUltraScreen currently under constructionopened in Orland Park, Illinois, and the digital 3D projectors purchased during the quarter.first quarter and the construction of the Hollywood Café at our theatre in Oakdale, Minnesota. Fiscal 2008 first quarterhalf capital expenditures included approximately $2.7$7.1 million incurred in our hotels and resorts division, including costs associated with the previously described renovations at our Pfister Hotel.

        Net cash used in financing activities during the first quarterhalf of fiscal 2009 totaled $25.4$23.6 million compared to $18.5$24.0 million during the first quarterhalf of fiscal 2008. Our principal payments on notes payable and long-term debt totaled approximately $23.1$23.0 million during the first quarterhalf of fiscal 2009 compared to approximately $20.2$29.4 million during the same period last year, accounting for a portion of the increase in net cash used in financing activities.year. Excess cash during the period was used to reduce our commercial paper borrowings and borrowings under our revolving credit agreement.borrowings. As a result, no new debt of only $4.0 million was required during our fiscal 2009 first quarterhalf compared to new debt of $5.1$18.0 million related to commercial paper borrowings added during the first quarterhalf of fiscal 2008. Our debt-capitalization ratio was 0.440.45 at August 28,November 27, 2008 compared to 0.47 at our fiscal 2008 year-end.

        During our fiscal 2009 first quarter,half, we repurchased only approximately 1,70011,000 of our common shares for approximately $25,000$191,000 in conjunction with the exercise of stock options, compared to 66,000445,000 of common shares repurchased for approximately $1.4$8.4 million in conjunction with the exercise of stock options and open market purchases during the first quarterhalf of fiscal 2008. As of August 28,November 27, 2008, approximately 2.3 million shares remained available under prior Board of Directors repurchase authorizations. Any additional repurchases are expected to be executed on the open market or in privately negotiated transactions depending upon a number of factors, including prevailing market conditions.

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        We previously indicated that we expected our fiscal 2009 capital expenditures, including potential purchases of interests in joint ventures (but excluding any potential acquisitions) to be in the $60-$80 million range. As the economic environment worsened during our second quarter, we began reviewing our plans with a goal of reducing our overall fiscal 2009 capital expenditures. We are still finalizingbelieve that maintaining a strong balance sheet should be a primary consideration during this difficult climate. As a result, we currently believe that our fiscal 2009 capital expenditures will now more likely be in the $30-$40 million range. The largest portion of this reduction in planned capital spending is the result of our revising the scope of our planned renovations at the Grand Geneva Resort & Spa and Hilton Milwaukee City Center and several additionalbreaking the projects would need to be approved in order for us to end up atinto multiple phases that will carry over into the higher end of that range.following fiscal year. The actual timing and extent of the implementation of our current expansion plans will depend in large part on industry and general economic conditions, our financial performance and available capital, the competitive environment, evolving customer needs and trends and the availability of attractive opportunities. It is likely that our plans will continue to evolve and change in response to these and other factors.

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        We have not experienced any material changes in our market risk exposures since May 29, 2008.

PART II – OTHER INFORMATION

        On December 5, 2008, a class action complaint, captioned asGoodman v. Platinum Condominium Development, LLC, was filed in the Eighth Judicial District Court of Nevada for Clark County against Platinum Condominium Development, LLC (“Platinum LLC”), one of our subsidiaries. To date, Platinum LLC has not been served with a summons or a copy of the complaint. The complaint, filed by Adam Goodman, seeks an unspecified amount of damages and alleges violations of federal and Nevada law. The complaint alleges that Platinum LLC made various representations in connection with the sale of condominium units in the Platinum Hotel & Spa development in Las Vegas, Nevada. Platinum LLC denies any wrongdoing and plans to vigorously contest the complaint, if and when it is ever served.

        We are unable to predict the scope or outcome of this matter or quantify its eventual impact, if any, on us. At this time, we are also unable to estimate expenses or possible losses associated with this matter, including whether some or all of such amounts may be covered by insurance.

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        Risk factors relating to usthe Company are contained in Item 1A of ourthe Company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2008. No material change to such risk factors has occurred during the 1326 weeks ended August 28,November 27, 2008.

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        Through August 28,November 27, 2008, our Board of Directors has approved the repurchase of up to 6.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.

        The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were made in the open market and pursuant to the publicly announced repurchase authorizations described above.

        Our 2008 annual meeting of shareholders was held on Tuesday, October 7, 2008 (the “Annual Meeting”). At the Annual Meeting, the following matter was voted on in person or by proxy and approved by our shareholders:

        As of the August 6, 2008 record date for the Annual Meeting, 20,819,975 shares of Common Stock and 8,885,126 shares of Class B Common Stock were outstanding and eligible to vote, with the Common Stock entitled to one vote per share and the Class B Common Stock entitled to ten votes per share. Following are the final votes on the matter presented for shareholder approval at the Annual Meeting:

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Election of Directors

        On January 6, 2009, Stephen H. Marcus (“Mr. S. Marcus”) retired from his position as our Chief Executive Officer, effective January 6, 2009. Mr. S. Marcus will retain his position as Chairman of our Board of Directors and will remain actively involved in the business, serving on the Investment Committee and working on the development of our strategic initiatives.

        On January 6, 2009, Gregory S. Marcus (“Mr. G. Marcus”) was elected our Chief Executive Officer to succeed Mr. S. Marcus, effective January 6, 2009. Mr. G. Marcus will retain his position as our President, which he has held since January 2008. Mr. G. Marcus joined the Company in 1992 as Director of Property Management/Corporate Development, where he spent several years acquiring real estate for our operating businesses. He then spent three years in operations, ultimately running our former limited-service lodging business, Baymont Inns & Suites. Mr. G. Marcus was promoted to Senior Vice President – Corporate Development in 1999 and became an executive officer of the Company in July 2005. He was elected to our Board of Directors in October 2005.

        In connection with his retirement from his position as our Chief Executive Officer and his new employment relationship with us, Mr. S. Marcus’ compensation arrangement was revised. His annual base salary was decreased to $350,000 and his annual target incentive bonus percentage was decreased to 30% of his base salary, on a pro rated basis. Previously for fiscal 2009, Mr. S. Marcus’ base salary was $625,000 and his target incentive bonus percentage was 95% of his base salary. Likewise, in connection with his appointment as our Chief Executive Officer, Mr. G. Marcus’ compensation arrangement was revised. His annual base salary was increased to $500,000 and his annual target incentive bonus percentage was increased to 80% of his base salary, on a pro rated basis. Previously for fiscal 2009, Mr. G. Marcus’ base salary was $450,000 and his target incentive bonus percentage was 50% of his base salary. Both of the new compensation arrangements are effective as of January 6, 2009.

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Amendment and Restatement of The Marcus Corporation Retirement Income and Supplemental Retirement Plan

        On December 19, 2008, the Compensation Committee of our Board of Directors approved amendments to The Marcus Corporation Retirement Income and Supplemental Retirement Plan (the “Plan”). On January 6, 2009, our Board of Directors ratified the Compensation Committee’s approval of the amendments to the Plan, which were effective as of December 31, 2008. The amendments provide that the retirement benefits to which Mr. S. Marcus is entitled upon his separation from service with the Company will commence effective January 1, 2009 (or as soon as practicable thereafter) and will be calculated as if Mr. S. Marcus terminated his employment with the Company on December 31, 2008. The Plan, as amended and restated, is filed herewith as Exhibit 10.

(b)     On January 6, 2009, our Board of Directors adopted amendments to Sections 2.02 and 2.14 of our By-Laws. The amendments clarify that the exclusive means by which a shareholder may make nominations or submit other business (other than matters brought under Rule 14a-8 under the Securities Exchange Act of 1934) before an annual or special meeting of shareholders is pursuant to the procedures set forth in our By-Laws. The amendments also include additional disclosure requirements for proposing shareholders, including disclosure of the proponent’s ownership interest in the Company, any derivative instruments owned by the proponent, any short positions or other such arrangements involving the proponent, and the proponent’s financial relationship with his or her director nominee. The text of the amendments is filed as herewith as Exhibit 3.1 and the full text of the By-Laws, as amended, is filed herewith as Exhibit 3.2.

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SIGNATURES

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

THE MARCUS CORPORATION

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