Exhibit 4.5


                          ASSOCIATE AUTHORIZATION FORM

                             THE MARCUS CORPORATION
             DIVIDEND REINVESTMENT AND ASSOCIATE STOCK PURCHASE PLAN

   I wish to participate in the Dividend Reinvestment and Associate Stock
   Purchase Plan as follows (minimum $10 per investment):

   1.   [_]  Automatic Payroll Deduction.  I want cash automatically
             deducted, on an after tax basis, from each of my subsequent
             payroll checks and used to purchase Common Stock under the Plan. 
             If you choose the Automatic Payroll Deduction Option, you must
             complete and sign the other portions of this Form.

   2.   [_]  Initial Cash Investment.  Please buy shares of Common Stock of
             The Marcus Corporation under the Plan with the enclosed check or
             money order for $____________________ payable to Firstar Trust
             Company.

   3.   [_]  Shareholder Reports.  I want to receive copies of all reports
             and information generally sent by The Marcus Corporation to
             shareholders.  If you do not check this box, you will not
             receive such reports or information with respect to the shares
             held for your account in the Plan, other than notices of
             shareholder meetings, proxy statements and annual reports.

                       (Please complete the reverse side)

   

   A.   To the extent I have so designated, I hereby elect to participate in
        the Plan and authorize Firstar Trust Company, as my agent, to apply
        optional cash investments and/or automatic payroll deductions
        received by it on my behalf to the purchase of shares of The Marcus
        Corporation Common Stock.  I understand that all dividends received
        on all shares credited to my Plan account will be automatically
        reinvested in The Marcus Corporation Common Stock.  I have read the
        Prospectus for the Plan and understand there is risk in investing in
        The Marcus Corporation Common Stock.

   Signature____________________ [_]  I am a U.S. Citizen or Resident Alien
                                 [_]  I am a Nonresident Alien - Foreign 
                                      Tax Status Applies

   Date_________________________
       (Please sign above exactly as name appears below.)

                                      [_][_][_]-[_][_]-[_][_][_][_]
                                         Social Security Number.

   B.   Under penalties of perjury, I certify (1) that the number shown
        directly above is my correct Taxpayer Identification Number and (2)
        that I am not subject to backup withholding because:  (a) I am exempt
        from backup withholding, or (b) I have not been notified by the
        Internal Revenue Service (the "IRS") that I am subject to backup
        withholding as a result of a failure to report all interest or
        dividends, or (c) the IRS has notified me that I am no longer subject
        to backup withholding.

   Signature______________________

   PLEASE COMPLETE AND SIGN ALL OF A, B AND C


   C.   PAYMENT INSTRUCTIONS:

    _____  Start deducting $____________               FOR USE BY FIRSTAR 
                            (enter amount)             TRUST COMPANY ONLY:
           PER PAY PERIOD, as soon as possible
                                                       Shareholder
                                                       Account Number:  
    _____  Supplemental Cash Investment-Enclosed
           please find $__________________
           payable to Firstar Trust Company.


    Exact Name of Employer:________________________________

    Location of Employer: ___ Budgetel Inns ___ Corporate  ___ Movie Theatres
    ___ Hotel/Resorts     ___ Restaurants


    Associate's Authorization:____________ [_][_][_]-[_][_]-[_][_][_][_]
                                             Social Security Number.
    Date:_________________

              BE SURE TO COMPLETE AND SIGN ALL SIDES OF THIS FORM.
                    YOUR SIGNATURE IS REQUIRED IN A, B AND C.
     MAIL TO FIRSTAR TRUST COMPANY, P.O. BOX 2877, MILWAUKEE, WI  53201-2077