10-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

S	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: July 31, 2008
	OR
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from                                   to                                   Commission file number: 1-3647

J.W. MAYS, INC.
(Exact name of registrant as specified in its charter)

New York	11-1059070
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9 Bond Street, Brooklyn, New York	11201-5805
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (718) 624-7400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
Common Stock, par value $1 per share	The NASDAQ Stock Market LLC

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

(Title of class)

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes        No    X  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes        No    X  

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. Yes    X   No       

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S No delinquent filers

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer         Accelerated filer         Non-accelerated filer    X  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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.

Large accelerated filer £	Accelerated filer £
Non-accelerated filer S	Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes        No    X  

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $8,612,003 as of January 31, 2008 based on the average of the bid and asked price of the stock reported for such date. For the purpose of the foregoing calculation, the shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the registrant’s common stock as of September 12, 2008 was 2,015,780.

DOCUMENTS INCORPORATED BY REFERENCE

Document	Part of Form 10-K in which the Document is incorporated
Annual Report to Shareholders for Fiscal Year Ended July 31, 2008	Parts I and II
Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders	Part III

J.W. MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2008
TABLE OF CONTENTS

Part I	Page
Item 1. Business		1
Item 1A. Risk Factors		1
Item 2. Properties		3
Item 3. Legal Proceedings		7
Item 4. Submission of Matters to a Vote of Security Holders		7
Executive Officers of the Registrant		8
Part II
Item 5. Market for Registrant’s Common Stock and Related Shareholder Matters		8
Performance Graph		9
Item 6. Selected Financial Data		9
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		10
Item 8. Financial Statements and Supplementary Data		10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		10
Item 9A. Controls and Procedures		10
Part III
Item 10. Directors, Executive Officers and Corporate Governance		11
Item 11. Executive Compensation		11
Item 12. Security Ownership of Certain Beneficial Owners and Management		11
Item 13. Certain Relationships and Related Transactions		11
Item 14. Principal Accounting Fees and Services		11
Part IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K		11

PART I

Item 1. Business.

J.W. Mays, Inc. (the “Company” or “Registrant”) with executive offices at 9 Bond Street, Brooklyn, New York 11201, operates a number of commercial real estate properties, which are described in Item 2 “Properties”. The Company’s business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.

The Company discontinued its department store business which operated under the name of “MAYS”, in the year ended July 31, 1989, and has continued the leasing of real estate. The Company has no foreign operations.

The Company employs approximately 30 employees and has a contract, expiring November 30, 2010, with a union covering rates of pay, hours of employment and other conditions of employment for approximately 23% of its employees. The Company considers that its labor relations with its employees and union are good.

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K may contain forward-looking statements which include assumptions about future market conditions, operations and financial results. These statements are based on current expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results, performance or achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein and in prior Securities and Exchange Commission filings by the Company. The Company assumes no obligation to update these forward-looking statements or to advise of changes in the assumptions on which they were based.

Factors that could cause or contribute to such differences include, but are not limited to, changes in the competitive environment of the Company, general economic and business conditions, industry trends, changes in government rules and regulations and environmental rules and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the Company’s future results of operations are based upon market information as of a specific date. This market information is often a function of significant judgment and estimation. Further, market interest rates are subject to significant volatility.

Item 1A. Risk Factors.

Risks Relating to Ownership Structure

The controlling shareholder group may be able to vote its shares in favor of its interests that may not always coincide with the interests of shareholders not part of such group. This risk may be counter-balanced to a degree by the actions of the Board of Directors whose composition is made up of a majority of independent directors.

The controlling shareholder group includes a corporation that owns a significant percentage of the Company’s common stock and which does business with the Company, as further described in the Notes to the Consolidated Financial Statements. In theory, this could result in a conflict of interest; nevertheless, the Company and its largest shareholder have put in place some controls to reduce the effects of any perceived conflict of interest.

Certain conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. Both entities use the same outside auditors, both entities have the same Chief Executive Officer, and certain management personnel work for both entities. Nevertheless, the Company’s Board of Directors is composed of a majority of independent directors. As recently as 2005, in a case involving both entities, the Delaware Supreme Court in connection with an attempt to obtain books and records of the Company through a proceeding against the Company’s significant shareholder, held that the actions of the Company’s Board were proper.

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Risks Related to Our Business

We are a part of the communities in which we do business. Accordingly, like other businesses in our communities, we are subject to the following risks:

• the continued threat of terrorism;

• economic downturns, both on a national and on local scales;

• loss of key personnel;

• the availability, if needed, of additional financing;

• the continued availability of insurance (in different types of policies) at reasonably acceptable rates; and

• the general burdens of governmental regulation, at the Local, State and Federal levels.

Risks Related to Real Estate Operations

Our investment in property development may be limited by increasing costs required to “fit up” property to be leased to tenants. Also, as the cost of fitting up properties increases, we may be required to wait and forsake opportunities that would be revenue producing until such time that we obtain the necessary financing of such ventures. This risk may be mitigated by our obtaining of lines of credit and other financing vehicles, although such have significant limitations on the amounts that may be borrowed at any point in time.

We also may be subject to environmental liability as an owner or operator of properties. Many of our properties are old and when we need to fit up a property for a new tenant, we may find materials and the like that could be deemed to contain hazardous elements requiring remediation or encapsulation.

There are also risks associated with non-renewals of leases by the Company’s landlords and the loss of major tenants. The Company is trying to mitigate the latter by leasing our properties to multiple tenants where applicable in order to diversify the tenant base.

Risks Related to our Investments

Excess cash and cash equivalents may be invested from time to time. We seek to earn rates of return that will help us finance our business operations. These investments may be subject to significant uncertainties and may not be successful for many reasons, including, but not limited to the following:

• fluctuations in interest rates;

• worsening of general economic and market conditions; and

• adverse legal and regulatory developments that may affect a particular business.

Risk Factors Summary

These are some of the “Risk Factors” that could affect the Company’s business. The Company endeavors to take actions and do business in a way that reduces these “Risk Factors” or, at least, takes them into account when conducting its business. Nevertheless, some of these “Risk Factors” cannot be avoided so that the Company must also take actions and do business that negates the adverse effects that these may have on the ongoing business of the Company.

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Item 2. Properties.

The table below sets forth certain information as to each of the properties currently operated by the Company:

	Location	Approximate Square Feet
1.	Brooklyn, New York Fulton Street at Bond Street		380,000
2.	Brooklyn, New York Jowein building Fulton Street at Elm Place		430,000
3.	Jamaica, New York Jamaica Avenue at 169th Street		297,000
4.	Fishkill, New York Route 9 at Interstate Highway 84	203,000 (located on 14.6 acres )
5.	Levittown, New York Hempstead Turnpike	10,000 (located on 75,800 square feet of land )
6.	Massapequa, New York Sunrise Highway		133,400
7.	Circleville, Ohio Tarlton Road	193,350 (located on 11.6 acres )
8.	Brooklyn, New York Truck bays, passage facilities and tunnel-Schermerhorn Street		17,000
	Building-Livingston Street		10,500

Properties leased are under long-term leases for varying periods, the longest of which extends to 2073, and in most instances renewal options are included. Reference is made to Note 5 to the Consolidated Financial Statements contained in the 2008 Annual Report to Shareholders, incorporated herein by reference. The properties owned which are held subject to mortgage are the Brooklyn Bond Street building, the Jowein building, the Jamaica building and the Fishkill property.

1. Brooklyn, New York—Fulton Street at Bond Street

13% of the property is leased by the Company under six separate leases. Expiration dates are as follows: 6/30/2011 (1 lease); 12/8/2013 (1 lease) which lease has two thirty-year renewal options through 12/8/2073; 4/30/2021 (2 leases), which leases previously had expiration dates of April 30, 2011 and were extended for an additional ten years; and 4/30/31 (2 leases) which leases previously had expiration dates of April 30, 2011 and were extended for an additional twenty years. The Company is adding two new elevators to its lobby at 9 Bond Street. The work is anticipated to be completed in the year 2008. There are plans to renovate vacant space for office use upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into.

The property is currently leased to seventeen tenants of which eight are retail tenants, two are fast food restaurants and seven occupy office space. Two tenants have leased in excess of 10% of the rentable square footage. One tenant is a department store (33.42%) and the other tenant will occupy office space (15.06%). Approximately 25,000 square feet of the building are available for lease.

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Occupancy				Lease Expiration
Year Ended	Rate			Year Ended		Number of Leases		Area Sq. Ft.
7/31/04		42.70	%		7/31/2009		3		4,480
7/31/05		51.62	%		7/31/2011		5		17,111
7/31/06		56.68	%		7/31/2013		3		28,438
7/31/07		61.50	%		7/31/2014		1		36,088
7/31/08		53.05	%		7/31/2016		1		13,451
					7/31/2018		1		3,300
					7/31/2019		1		21,121
					7/31/2021		3		140,334
							18		264,323

As of July 31, 2008 the federal tax basis is $21,079,486 with accumulated depreciation of $7,544,225 for a net carrying value of $13,535,261. The lives taken for depreciation vary between 18-40 years and the methods used are the straight-line and the declining balance.

The real estate taxes for this property are $969,611 per year and the rate used is averaged at $11.433 per $100 of assessed valuation.

2. Brooklyn, New York—Jowein building, Fulton St. & Elm Place

Approximately 47% of the property is owned and 53% is leased. The leases with two landlords expire on April 30, 2010. There are no renewal options. There are plans to renovate vacant space for office use upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into. The property is currently leased to twenty tenants of which seven are retail stores, two are fast food restaurants and eleven leases are for office space. Approximately 150,000 square feet of the building are available for lease.

Upon the termination of the Company’s leases with its landlords on April 30, 2010, the Company will lose seven tenants who occupy 90,697 square feet. The occupancy rate for the portion of the building that the Company owns would be approximately 72.50%. The loss in income to the Company should not have a significant effect on its ongoing operations.

Occupancy				Lease Expiration
Year Ended	Rate			Year Ended		Number of Leases		Area Sq. Ft.
7/31/04		64.08	%		7/31/2009		1		305
7/31/05		40.86	%		7/31/2010		8		116,807
7/31/06		49.20	%		7/31/2011		5		61,664
7/31/07		50.75	%		7/31/2012		1		15,000
7/31/08		59.30	%		7/31/2013		2		18,000
					7/31/2014		1		5,000
					7/31/2017		1		5,500
					7/31/2018		1		15,900
							20		238,176

As of July 31, 2008 the federal tax basis is $16,162,964 with accumulated depreciation of $7,528,263 for a net carrying value of $8,634,701. The lives taken for depreciation vary between 18-40 years and the methods used are the straight-line and the declining balance.

The real estate taxes for this property are $1,461,109 per year and the rate used is averaged at $10.952 per $100 of assessed valuation.

3. Jamaica, New York—Jamaica Avenue at 169th Street

The building is owned and the land is leased from an affiliated company. The lease expires July 31, 2027. The property is currently leased to eleven tenants: six are retail tenants and five for office space. Three tenants each occupy in excess of 10% of the rentable square footage: a major retail store occupies 15.86%; and two tenants occupy office space—one occupies 14.23% and the other 11.07% of the rentable space. Approximately 27,000 square feet of the building are available for lease. There are plans to

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renovate vacant space for office use upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into.

Occupancy				Lease Expiration
Year Ended	Rate			Year Ended		Number of Leases		Area Sq. Ft.
7/31/04		70.70	%		7/31/2010		1		2,000
7/31/05		76.00	%		7/31/2011		1		42,250
7/31/06		71.98	%		7/31/2012		2		26,625
7/31/07		66.03	%		7/31/2014		2		58,844
7/31/08		79.38	%		7/31/2015		1		24,109
					7/31/2016		1		6,021
					7/31/2017		3		75,907
							11		235,756

As of July 31, 2008 the federal tax basis is $19,342,882 with accumulated depreciation of $8,351,244 for a net carrying value of $10,991,638. The lives taken for depreciation vary between 18-40 years and the methods used are the straight-line and the declining balance.

The real estate taxes for this property are $333,655 per year and the rate used is averaged at $11.282 per $100 of assessed valuation.

4. Fishkill, New York—Route 9 at Interstate Highway 84

The Company owns the entire property. There are plans to renovate vacant space to tenants upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into. There are approximately 203,000 square feet of the building available for lease.

Occupancy				Lease Expiration
Year Ended	Rate			Year Ended	Number of Leases	Area Sq. Ft.
7/31/04		12.28	%
7/31/05		12.28	%
7/31/06		4.09	%
7/31/07		—
7/31/08		—

As of July 31, 2008 the federal tax basis is $9,608,448 with accumulated depreciation of $7,395,240 for a net carrying value of $2,213,208. The lives taken for depreciation vary between 18-40 years and the methods used are the straight-line and the declining balance.

The real estate taxes for this property are $124,822 per year and the rate used is averaged at $1.73 per $100 of assessed valuation.

5. Levittown, New York—Hempstead Turnpike

The Company owns the entire property. In October 2006, the Company entered into a lease agreement with a restaurant. The restaurant constructed a new 10,000 square foot building, which opened in May 2008. Ownership of the building reverts to the Company at the conclusion of the leasing arrangement, currently August 16, 2017.

Occupancy				Lease Expiration
Year Ended	Rate			Year Ended		Number of Leases	Area Sq. Ft.
7/31/04		100	%		7/31/2018	Building		10,000
7/31/05		16.67	%			Land		75,800
7/31/06		—				1		85,800
7/31/07		—
7/31/08		25	%

The real estate taxes for this property are $135,310 per year and the rate used is averaged at $728.10 per $100 of assessed valuation.

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6. Massapequa, New York—Sunrise Highway

The Company is the prime tenant of this leasehold. The lease expires May 14, 2009 and there is one renewal option for twenty-one years, which the Company exercised in April, 2008. There are no present plans for additional improvements of this property. The entire leasehold is currently sub-leased to two tenants; one, to a gasoline service station and the other for use as a bank. Each of these tenants occupies in excess of 10% of the rentable square footage. The gasoline service station sub-lease expires April 29, 2009 with no renewal options. The gas station is responsible to remove all its equipment, including oil tanks, and is also responsible for any oil spill clean up if necessary. The sub-sub-lease to the bank expires May 14, 2009 with one renewal option, which was exercised in May, 2007.

Occupancy				Lease Expiration
Year Ended	Rate			Year Ended		Number of Leases		Area Sq. Ft.
7/31/04		100	%		7/31/2009		1		20,000
7/31/05		100	%		7/31/2030		1		113,400
7/31/06		100	%				2		133,400
7/31/07		100	%
7/31/08		100	%

The real estate taxes for this property are $143,279 per year and the rate used is averaged at $696.65 per $100 of assessed valuation.

The Company does not own this property. Improvements to the property, if any, are made by tenants.

7. Circleville, Ohio—Tarlton Road

The Company owns the entire property. There are plans to renovate vacant space to tenants upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into. The property is currently leased to two tenants. The tenants use these premises for warehouse and distribution facilities. One tenant’s lease agreement was executed for a five year period, with a right to cancel after three years, for 75,000 square feet to November 11, 2010. The other tenant’s lease agreement was executed for a three-year period, with a right to cancel after one year, for 60,000 square feet to March 31, 2011. There are approximately 58,000 square feet of the building available for lease.

Occupancy				Lease Expiration
Year Ended	Rate			Year Ended		Number of Leases		Area Sq. Ft.
7/31/04		100	%		7/31/2011		2		135,000
7/31/05		100	%
7/31/06		55.77	%
7/31/07		38.79	%
7/31/08		49.13	%

As of July 31, 2008 the federal tax basis is $4,388,456 with accumulated depreciation of $2,176,811 for a net carrying value of $2,211,645. The lives taken for depreciation vary between 18-40 years and the methods used are the straight-line and the declining balance.

The real estate taxes for this property are $74,566 per year and the rate used is averaged at $4.05 per $100 of assessed valuation.

8. Brooklyn, New York—Livingston Street

The City of New York through its Economic Development Administration constructed a municipal garage at Livingston Street opposite the Company’s Brooklyn properties. The Company has a long-term lease with the City of New York and another landlord expiring in 2013 with renewal options, the last of which expires 2073, under which:

(1) Such garage, available to the public, provides truck bays and passage facilities through a tunnel, both for the exclusive use of the Company, to the structure referred to in (2) below. The truck bays, passage facilities and tunnel, totaling approximately 17,000 square feet, are included in the lease from the City of New York and another landlord referred to in the preceding paragraph.

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(2) The Company constructed a building of six stories and basement on a 20 x 75-foot plot (acquired and made available by the City of New York and leased to the Company for a term expiring in 2013 with renewal options, the last of which expires in 2073). The plot is adjacent to and connected with the Company’s Brooklyn properties.

In the opinion of management, all of the Company’s properties are adequately covered by insurance.

See Note 10 to the Consolidated Financial Statements contained in the 2008 Annual Report to Shareholders, which information is incorporated herein by reference, for information concerning the tenants, the rental income from which equals 10% or more of the Company’s rental income.

Item 3. Legal Proceedings.

There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company’s Consolidated Financial Statements.

In response to a termination notice that the Company received concerning its tenancy in a portion of the Jowein building, Brooklyn, New York, on April 25, 2007, the Company filed a lawsuit against its landlords in New York State Supreme Court, Kings County. In the lawsuit, the Company seeks a judgment declaring that the landlord’s termination notice was improperly issued and that the Company is not required to correct or cure the purported defaults cited in the termination notice. In addition, the Company seeks an order temporarily, preliminarily and permanently enjoining the landlords from taking any action to terminate the lease or otherwise interfere with the Company’s possession of the premises.

On May 16, 2007, the New York State Supreme Court granted the Company’s motion for preliminary injunctive relief and enjoined the landlord, during the pendency of this action, from taking any action to evict the Company, terminate the Company’s lease which is scheduled to expire on April 30, 2010, and/or commencing summary action adverse to the Company’s rights or otherwise disturb the Company’s possession of the premises. The landlords have answered the complaint denying the allegations and asserting counterclaims against the Company relating to the premises. Discovery has been completed and the case is awaiting the scheduling of a trial date. Management of the Company is unable to predict the outcome of this matter or whether the Company will be required to expend significant amounts of money in order to correct any of the purported defaults.

Item 4. Submission of Matters to a Vote of Security Holders.

During the fourth quarter of the fiscal year covered by this report, no matter was submitted to a vote of security holders of the Company.

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Executive Officers of the Registrant

The following information is furnished with respect to each Executive Officer of the Registrant (each of whose position is reviewed annually but each of whom has a three-year employment agreement, effective August 1, 2008), whose present term of office will expire upon the election and qualifications of his successor:

Name	Age	Business Experience During the Past Five Years	First Became Such Officer or Director
Lloyd J. Shulman	66	President	November, 1978
		Co-Chairman of the Board and President	June, 1995
		Chairman of the Board and President	November, 1996
		Director	November, 1977
Mark S. Greenblatt	54	Vice President	August, 2000
		Treasurer	August, 2003
		Director	August, 2003
		Assistant Treasurer	November, 1987
Ward N. Lyke, Jr.	57	Vice President	February, 1984
		Assistant Treasurer	August, 2003
George Silva	58	Vice President	March, 1995

All of the above mentioned officers have been appointed as such by the directors and have been employed as Executive Officers of the Company during the past five years.

PART II

Item 5. Market for Registrant’s Common Stock and Related Shareholder Matters.

Common Stock and Dividend Information

Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: “Mays”. Such shares were previously traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.

The following is the sales price range per share of J. W. Mays, Inc. common stock during the fiscal years ended July 31, 2008 and 2007:

Three Months Ended	Sales Price
	High			Low
October 31, 2007		$	24.69		$	21.36
January 31, 2008			22.15			19.00
April 30, 2008			20.25			19.60
July 31, 2008			21.00			18.00
October 31, 2006		$	23.80		$	17.54
January 31, 2007			22.00			20.51
April 30, 2007			22.25			20.86
July 31, 2007			24.53			21.76

The quotations were obtained for the respective periods from the National Association of Securities Dealers, Inc. There were no dividends declared in either of the two fiscal years.

On September 12, 2008, the Company had approximately 1,500 shareholders of record.

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Performance Graph

Comparison of Five-Year Cumulative Total Return
J.W. MAYS, INC., Standard & Poor’s 500 and Peer Group
(Five-Year Performance Results Through 07/31/2008)

The following graph sets forth a five-year comparison of cumulative total shareholder return for the Company, the Standard & Poor’s 500 Stock-Index (“S&P 500”), and a Peer Group. The graph assumes the investment of $100 at the close of trading July 31, 2003 in the common stock of the Company, the S&P 500 and the Peer Group, and the reinvestment of all dividends, although the Company did not pay a dividend during this five-year period.

Comparison of Five-Year Cumulative Total Return*
J.W. MAYS, INC., Standard & Poor’s 500 And Peer Group
(Performance Results Through 7/31/08)

The Performance Graph shall not be deemed incorporated by reference by any general statement of incorporation by reference in any filing made under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.

Item 6. Selected Financial Data.

The information appearing under the heading “Summary of Selected Financial Data” on page 2 of the Registrant’s 2008 Annual Report to Shareholders is incorporated herein by reference.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information appearing under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Registrant’s 2008 Annual Report to Shareholders is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The Company uses both fixed-rate and variable-rate debt to finance its capital requirements. These transactions expose the Company to market risk related to changes in interest rates. The Company does not use derivative financial instruments. At July 31, 2008, the Company had fixed-rate debt of $12,081,167, and variable rate debt of $500,000. With regards to the Jowein building, Brooklyn, New York loan (presently with a balance of $500,000), if interest rates were to change 100 basis points, the effect on net income from operations and future cash flows would be a decrease, should the rates increase, or an increase, should the rates decline, of $5,000 for this loan.

Item. 8. Financial Statements and Supplementary Data.

The Registrant’s Consolidated Financial Statements, together with the report of D’Arcangelo & Co., LLP, independent registered public accounting firm, dated October 6, 2008, appearing on pages 4 through 17 of the Registrant’s 2008 Annual Report to Shareholders is incorporated herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items 2, 5, 6, and 7 hereof, the 2008 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There are no disagreements between the Company and its accountants relating to accounting or financial disclosures.

Item 9A. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

The Company’s management reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As of July 31, 2008, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings.

(b) Change to internal controls.

There was no change in the Company’s internal controls over financial reporting or in other factors during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.

Our accounting department is comprised of four persons. Due to such a limited number of persons, a complete segregation of all of the duties as to which the department is responsible is not possible. In order to make sure that the inability to segregate all duties does not affect our timely and accurate financial reporting, we need to remain vigilant in maintaining compensating controls. These compensating controls will continue to be monitored in order to assure us that our internal controls over financial reporting remain at a high level despite the limited number of accounting department personnel.

10

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information relating to directors of the Registrant is contained in the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated herein by reference.

The information with respect to Executive Officers of the Registrant is set forth in Part I hereof.

Item 11. Executive Compensation.

The information required by this item appears under the heading “Executive Compensation” in the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item appears under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Information Concerning Nominees for Election as Directors” in the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions.

The information required by this item appears under the headings “Executive Compensation”, “Certain Transactions,” “Certain Relationships and Related Transactions” and “Board Interlocks and Insider Participation” in the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.

The following table sets forth the fees paid by the Company to its independent registered public accounting firm, D’Arcangelo & Co., LLP, for the fiscal years 2008 and 2007.

	Fiscal Year 2008			Fiscal Year 2007
Audit Fees		$	85,124		$	80,355
Tax Fees and Other Fees			15,097			15,184
Total		$	100,221		$	95,539

Audit Fees for fiscal year 2008 and fiscal year 2007 were for professional services rendered for the audits of the consolidated financial statements of the Company and assistance with the review of documents filed with the Securities and Exchange Commission.

Tax Fees and Other Fees for fiscal year 2008 and fiscal year 2007 were for services related to tax compliance and preparation of federal, state and local corporate tax returns and audit of real estate tax matters.

The officers of the Company consult with, and receive the approval of, the Audit Committee before engaging accountants for any services.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) The following documents are filed as part of this report:

1.	The Consolidated Financial Statements and report of D’Arcangelo & Co., LLP, independent registered public accounting firm, dated October 6, 2008, set forth on pages 4 through 17 of the Registrant’s 2008 Annual Report to Shareholders.
2.	See accompanying Index to Registrant’s Financial Statements and Schedules.

11

3. Exhibits:

(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable.
(3)	Articles of incorporation and by-laws:

(i)	Certificate of Incorporation, as amended, incorporated by reference to Registrant’s Form 8-K dated December 3, 1973.
(ii)	By-laws, as amended June 1, 1995, incorporated by reference to Registrant’s Form 10-K dated October 23, 1995.
(iii)	Amendment to By-laws, effective November 1, 1999, incorporated by reference to Registrant’s Proxy Statement dated October 19, 2000.
(iv)	Amendment to By-laws, effective November 20, 2007, incorporated by reference to Registrant’s Form 8-K dated November 20, 2007.

(4) Instruments defining the rights of security holders, including indentures—see Exhibit (3) above.

(9)	Voting trust agreement—not applicable.
(10)	Material contracts:

(i)	The J.W. Mays, Inc. Retirement Plan and Trust, Summary Plan Description, effective August 1, 1991, incorporated by reference to Registrant’s Form 10-K dated October 23, 1992 and, as amended, effective August 1, 1993, incorporated by reference to Registrant’s Form 10-Q for the Quarter ended October 31, 1993 dated December 2, 1993.
(ii)	Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva, each dated August 1, 2005, incorporated by reference to Registrant’s Form 8-K dated August 1, 2005. Each of these Employment Agreements has been extended as of August 1, 2008.

(11)	Statement re computation of per share earnings—not applicable.
(12)	Statement re computation of ratios—not applicable.
(13)	Annual report to security holders.

(16) Letter re change in certifying auditors—not applicable.

(18) Letter re change in accounting principles—not applicable.

(21)	Subsidiaries of the registrant.
(22)	Published report regarding matters submitted to vote of security holders—not applicable.

(24) Power of attorney—none.

(28) Information from reports furnished to state insurance regulatory authorities—not applicable.

(31)	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.1—Chief Executive Officer 31.2—Chief Financial Officer
(32)	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; 18 U.S.C. Sect 1350.

(b) Reports on Form 8-K—A report on Form 8-K was filed by Registrant during the three months ended July 31, 2008.

Item reported—The Company reported its financial results for the three and nine months ended April 30, 2008.

Date of report filed—June 12, 2008.

12

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

J.W. MAYS, INC.

(REGISTRANT)

October 9, 2008

By: LLOYD J. SHULMAN Lloyd J. Shulman
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer  

October 9, 2008

By: MARK S. GREENBLATT Mark S. Greenblatt
Vice President and Treasurer
Principal Financial Officer  

October 9, 2008

By: WARD N. LYKE, JR. Ward N. Lyke, Jr.
Vice President
and Assistant Treasurer  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.

Signature	Title	Date
LLOYD J. SHULMAN Lloyd J. Shulman	Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer and Director	October 9, 2008
MARK S. GREENBLATT Mark S. Greenblatt	Vice President, Treasurer and Director	October 9, 2008
LANCE D. MYERS Lance D. Myers	Director	October 9, 2008
DEAN L. RYDER Dean L. Ryder	Director	October 9, 2008
JACK SCHWARTZ Jack Schwartz	Director	October 9, 2008
SYLVIA W. SHULMAN Sylvia W. Shulman	Director	October 9, 2008
LEWIS D. SIEGEL Lewis D. Siegel	Director	October 9, 2008

13

INDEX TO REGISTRANT’S FINANCIAL STATEMENTS AND SCHEDULES

Reference is made to the following sections of the Registrant’s Annual Report to Shareholders for the fiscal year ended July 31, 2008, which are incorporated herein by reference:

Report of Independent Registered Public Accounting Firm (page 17)

Consolidated Balance Sheets (pages 4 and 5)

Consolidated Statements of Income and Retained Earnings (page 6)

Consolidated Statements of Comprehensive Income (page 6)

Consolidated Statements of Cash Flows (page 7)

Notes to Consolidated Financial Statements (pages 8-16)

		Page
Financial Statement Schedules:
	Report of Independent Registered Public Accounting Firm on Financial Statement Schedules		14
II	Valuation and Qualifying Accounts		15
III	Real Estate and Accumulated Depreciation		16

All other schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, accordingly, are omitted.

The separate financial statements and schedules of J.W. Mays, Inc. (not consolidated) are omitted because the Company is primarily an operating company and its subsidiaries are wholly-owned.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULES

To the Board of Directors and Shareholders of
J.W. Mays, Inc. and Subsidiaries

We have audited the consolidated financial statements of J.W. Mays, Inc. and subsidiaries as of July 31, 2008 and 2007, and for the three years in the period ended July 31, 2008 and have issued our report thereon dated October 6, 2008; such consolidated financial statements and reports are incorporated by reference in this Form 10-K Annual Report. Our audits also included the consolidated financial statement schedules of J.W. Mays, Inc. and subsidiaries referred to in Item 15(a)2 of this Form 10-K. These consolidated financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

D’ARCANGELO& CO., LLP
Purchase, N.Y.
October 6, 2008

14

SCHEDULE II  

J.W. MAYS, INC.
VALUATION AND QUALIFYING ACCOUNTS

	Year Ended July 31,
	2008				2007			2006
Allowance for net unrealized gains on marketable securities:
Balance, beginning of period		$	50,248			$	47,748		$	1,764,264
Additions (reductions)			(254,660	)			2,500			(1,716,516	)
Balance, end of period		$	(204,412	)		$	50,248		$	47,748

15

SCHEDULE III  

J.W. MAYS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 2008

Col. A	Col. B			Col. C						Col. D				Col. E									Col. F			Col. G		Col. H		Col. I
				Initial Cost to Company						Cost Capitalized Subsequent to Acquisition				Gross Amount at Which Carried At Close of Period
Description	Encum- brances			Land			Building & Improvements			Improvements			Carried Cost	Land			Building & Improvements			Total			Accumulated Depreciation			Date of Construction		Date Acquired		Life on Which Depreciation in Latest Income Statement is Computed
Office and Rental Buildings
Brooklyn, New York Fulton Street at Bond Street		$	3,690,908		$	3,713,494		$	6,503,468		$	16,333,437	$ —		$	3,713,494		$	22,836,905		$	26,550,399		$	7,918,171		Various		Various	(1) (2)
Jamaica, New York Jamaica Avenue at 169th Street			3,784,248	—					3,215,699			16,023,060	—	—					19,238,759			19,238,759			8,206,894		1959		1959	(1) (2)
Fishkill, New York Route 9 at Interstate Highway 84			1,812,160			594,723			7,212,116			2,438,652	—			594,723			9,650,768			10,245,491			7,020,712		10/74		11/72	(1)
Brooklyn, New York Jowein Building Fulton Street and Elm Place			1,603,520			1,512,812			728,327			15,434,637	—			1,512,812			16,162,964			17,675,776			8,222,740		1915		1950	(1) (2)
Levittown, New York Hempstead Turnpike	—					125,927	—			—			—			125,927	—					125,927	—				4/69		6/62	(1)
Circleville, Ohio Tarlton Road	—					120,849			4,388,456	—			—			120,849			4,388,456			4,509,305			1,700,527		9/92		12/92	(1)
Total(A)		$	10,890,836		$	6,067,805		$	22,048,066		$	50,229,786	$ —		$	6,067,805		$	72,277,852		$	78,345,657		$	33,069,044

(1) Building and improvements 18–40 years

(2) Improvements to leased property 3–40 years

(A) Does not include Office Furniture and Equipment and Transportation Equipment in the amount of $771,966 and Accumulated Depreciation thereon of $624,472 at July 31, 2008.

	Year Ended July 31,
	2008			2007			2006
Investment in Real Estate
Balance at Beginning of Year		$	76,568,695		$	75,965,473		$	73,265,390
Improvements			1,776,962			603,222			2,700,083
Balance at End of Year		$	78,345,657		$	76,568,695		$	75,965,473
Accumulated Depreciation
Balance at Beginning of Year		$	31,790,146		$	30,379,314		$	28,895,827
Additions Charged to Costs and Expenses			1,278,898			1,410,832			1,483,487
Balance at End of Year		$	33,069,044		$	31,790,146		$	30,379,314

16

EXHIBIT INDEX TO FORM 10-K

(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable
(3)	(i)	Certificate of incorporation—incorporated by reference
	(ii)	By-laws—incorporated by reference
	(iii)	Amendment to By-laws, effective November 1, 1999—incorporated by reference
	(iv)	Amendment to By-Laws, effective November 20, 2007, incorporated by reference to Registrant’s Form 8-K dated November 20, 2007.
(4)	Instruments defining the rights of security holders, including indentures—see Exhibit (3) above
(9)	Voting trust agreement—not applicable
(10)	Material contracts—		(i)	incorporated by reference
			(ii)	Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva, each dated August 1, 2005, incorporated by reference to Registrant’s Form 8-K dated August 1, 2005. Each of these Employment Agreements has been extended as of August 1, 2008.
(11)	Statement re computation of per share earnings—not applicable
(12)	Statement re computation of ratios—not applicable
(13)	Annual report to security holders
(16)	Letter re change in certifying auditors—not applicable
(18)	Letter re change in accounting principles—not applicable
(21)	Subsidiaries of the registrant
(22)	Published report regarding matters submitted to vote of security holders—not applicable
(24)	Power of attorney—none
(28)	Information from reports furnished to state insurance regulatory authorities—not applicable
(31)	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act—1 and 2
(32)	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

17

EX-13

J.W. MAYS, INC.

Annual Report
2008
Year Ended July 31, 2008

J.W. MAYS, INC.

Contents

	Page No.
Summary of Selected Financial Data		2
The Company		2
Message to Shareholders		3
Consolidated Balance Sheets		4-5
Consolidated Statements of Income and Retained Earnings		6
Consolidated Statements of Comprehensive Income		6
Consolidated Statements of Cash Flows		7
Notes to Consolidated Financial Statements		8-16
Report of Management		17
Report of Independent Registered Public Accounting Firm		17
Five Year Summary of Consolidated Operations		18
Management’s Discussion and Analysis of Financial Condition and Results of Operations		19-23
Controls and Procedures		23
Quarterly Financial Information (Unaudited)		23
Common Stock and Dividend Information		23-24
Officers and Directors		25

Executive Offices
9 Bond Street, Brooklyn, N.Y. 11201-5805

Transfer Agent and Registrar
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038-4502

Special Counsel
Holland & Knight LLP
195 Broadway
New York, N.Y. 10007-3189

Independent Registered Public Accounting Firm
D’Arcangelo & Co., LLP
3000 Westchester Avenue
Purchase, N.Y. 10577-2538

Annual Meeting
The Annual Meeting of Shareholders will be
held on Tuesday, November 25, 2008, at
10:00 A.M., New York time, at J.W. MAYS, INC.,
9 Bond Street, Brooklyn, New York.

J.W. MAYS, INC.

Summary of Selected Financial Data
(dollars in thousands except per share data)

	2008				2007			2006			2005			2004
Rental Income		$	14,572			$	13,810		$	13,470		$	12,879		$	14,025
Recovery of Real Estate Taxes			91				39			196	—			—
Gain (Loss) on Disposition of Property and Equipment			(17	)			4,309	—					4			(4	)
Total Revenues			14,646				18,158			13,666			12,883			14,021
Net Income (Loss)			(76	)			2,056			1,433			348			1,135
Real Estate-Net			45,277				44,779			45,586			44,370			39,907
Total Assets			57,283				60,162			57,290			57,177			51,809
Long-Term Debt:
Mortgages and Term Loan Payable			9,514				11,554			10,697			12,476			7,830
Note Payable			1,000				1,000			1,000			1,000	—
Other			1,370				1,078			1,031			925			641
Total			11,884				13,632			12,728			14,401			8,471
Shareholders’ Equity			39,454				39,697			37,639			37,339			36,996
Net Income (Loss) Per Common Share		$	(.04	)		$	1.02		$	.71		$	.17		$	.56
Cash Dividends Declared Per Share	—				—			—			—			—

Average common shares outstanding for fiscal 2008-2004; 2,015,780.

The Company

J.W. Mays, Inc. was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.

The Company operates a number of commercial real estate properties located in Brooklyn and Jamaica in New York City, in Levittown and Massapequa, Long Island, New York, in Fishkill, Dutchess County, New York and in Circleville, Ohio. The major portion of these properties is owned and the balance is leased. A substantial percentage of these properties are leased to tenants while the remainder is available for lease.

More comprehensive information concerning the Company appears in its Form 10-K Annual Report for the fiscal year ended July 31, 2008.

2

J.W. MAYS, INC.

To Our Shareholders:

Fiscal 2008 has been an extremely challenging year.

In fiscal 2008, our revenues were $14,646,049 compared to $18,158,702 in the 2007 fiscal year. The 2007 fiscal year included a gain on the sale of a property in the amount of $4,309,340. Net loss for fiscal 2008 was ($75,641) or ($.04) per share. This compares to net income of $2,055,939 or $1.02 per share for fiscal 2007.

During fiscal 2008, the Company leased an additional 128,337 square feet to three tenants at the Company’s properties. Two of the lease agreements were for office space at the Company’s Brooklyn, New York (Bond Street building) property. One tenant leased 11,128 square feet and the other tenant leased 57,209 square feet. Part of the space leased replaces the tenant that vacated the premises in July, 2007. Rent commenced in July, 2008, for one tenant and rent is anticipated to commence in February, 2009, for the other tenant.

The third tenant which entered into a lease agreement was for 60,000 square feet for warehouse space at the Company’s Circleville, Ohio property. Rent commenced in March, 2008.

The increased rentals from the additional tenants should adequately cover the Company’s planned operating and capital requirements.

We are continuing to actively pursue government agencies, educational institutions and prospective corporate tenants which may be seeking office or retail space in our properties.

I believe our Company is well-positioned to continue its growth, and I want to thank the personnel of Mays and our Board colleagues for their continuing commitment and support.

Lloyd J. Shulman
Chairman, President and Chief Executive Officer

October 6, 2008

3

J.W. MAYS, INC.

Consolidated Balance Sheets

July 31, 2008 and 2007
Assets

	2008			2007
Property and Equipment-at cost (Notes 1 and 3):
Buildings and improvements		$	62,488,206		$	60,896,956
Improvements to leased property			9,154,777			9,089,969
Fixtures and equipment			544,384			726,966
Land			6,067,805			6,037,134
Other			227,582			227,747
Construction in progress			634,869			544,636
			79,117,623			77,523,408
Less accumulated depreciation and amortization			33,693,516			32,553,041
Property and equipment-net			45,424,107			44,970,367
Current Assets:
Cash and cash equivalents (Notes 9 and 10)			1,475,390			5,965,350
Marketable securities (Notes 1, 2 and 10)			49,097			47,418
Receivables (Notes 1 and 6)			171,031			126,253
Deferred income taxes (Notes 1 and 4)			320,000			129,000
Security deposits			13,674			16,903
Prepaid expenses			1,833,569			1,703,539
Total current assets			3,862,761			7,988,463
Other Assets:
Deferred charges (Notes 1 and 11)			3,461,708			3,410,592
Less accumulated amortization (Notes 1 and 11)			1,361,804			1,219,123
Net			2,099,904			2,191,469
Receivables (Notes 1 and 6)			3,067			4,667
Security deposits			1,428,573			1,385,606
Unbilled receivables (Note 1)			2,859,076			3,461,147
Marketable securities (Notes 1, 2, 10 and 15)			1,605,840			160,500
Total other assets			7,996,460			7,203,389
TOTAL ASSETS		$	57,283,328		$	60,162,219

See Notes to Consolidated Financial Statements.

4

Liabilities and Shareholders’ Equity

	2008				2007
Long-Term Debt:
Mortgages and term loan payable (Notes 3 and 10)		$	9,513,528			$	11,553,510
Note payable—related party (Notes 10 and 13)			1,000,000				1,000,000
Security deposits payable (Note 10)			1,102,134				1,078,006
Payroll and other accrued liabilities (Note 7)			268,272				—
Total long-term debt			11,883,934				13,631,516
Deferred Income Taxes (Notes 1 and 4)			1,935,000				2,250,000
Current Liabilities:
Accounts payable			39,364				89,621
Payroll and other accrued liabilities (Note 7)			1,785,336				2,147,708
Income taxes payable			102,945				1,456,558
Other taxes payable			1,891				7,909
Current portion of mortgages and term loan payable (Notes 3 and 10)			2,067,639				865,158
Current portion of security deposits payable (Note 10)			13,674				16,903
Total current liabilities			4,010,849				4,583,857
Total liabilities			17,829,783				20,465,373
Shareholders’ Equity:
Common stock, par value $1 each share (shares-5,000,000 authorized; 2,178,297 issued)			2,178,297				2,178,297
Additional paid in capital			3,346,245				3,346,245
Unrealized gain (loss) on available-for-sale securities—net of deferred taxes (benefit) of ($70,000) at July 31, 2008 and $17,000 at July 31, 2007. (Notes 1, 2 and 4)			(134,412	)			33,248
Retained earnings			35,351,267				35,426,908
			40,741,397				40,984,698
Less common stock held in treasury, at cost-162,517 shares at July 31, 2008 and July 31, 2007 (Note 12)			1,287,852				1,287,852
Total shareholders’ equity			39,453,545				39,696,846
Commitments (Notes 5 and 6) and Contingencies (Note 14)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	57,283,328			$	60,162,219

See Notes to Consolidated Financial Statements.

5

J.W. MAYS, INC.
Consolidated Statements of Income and Retained Earnings

	Years Ended July 31,
	2008				2007				2006
Revenues
Rental income (Notes 1 and 6)		$	14,572,005			$	13,809,879			$	13,470,572
Recovery of real estate taxes			91,043				39,483				195,605
Gain (loss) on disposition of property and equipment			(16,999	)			4,309,340		—
Total revenues			14,646,049				18,158,702				13,666,177
Expenses
Real estate operating expenses (Note 5)			8,886,483				8,587,081				7,855,318
Administrative and general expenses			3,455,068				3,255,094				3,011,080
Depreciation and amortization (Note 1)			1,604,321				1,582,153				1,544,419
Total expenses			13,945,872				13,424,328				12,410,817
Income from operations before investment income, interest expense, other expenses and income taxes			700,177				4,734,374				1,255,360
Investment income, interest expense and other expenses:
Investment income (Notes 1 and 2)			212,705				84,094				2,107,616
Interest expense (Notes 3, 9 and 13)			(883,523	)			(997,529	)			(970,594	)
			(670,818	)			(913,435	)			1,137,022
Income before income taxes			29,359				3,820,939				2,392,382
Income taxes provided (Notes 1 and 4)			105,000				1,765,000				959,000
Net income (loss)			(75,641	)			2,055,939				1,433,382
Retained earnings, beginning of year			35,426,908				33,370,969				31,937,587
Retained earnings, end of year		$	35,351,267			$	35,426,908			$	33,370,969
Net income (loss) per common share (Note 1)		$	(.04	)		$	1.02			$	.71
Dividends per share	—				—				—
Average common shares outstanding			2,015,780				2,015,780				2,015,780

See Notes to Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income

	Years Ended July 31,
	2008				2007			2006
Net income (loss)		$	(75,641	)		$	2,055,939		$	1,433,382
Other comprehensive income, net of tax
Unrealized gain (loss) on available-for-sale securities, net of taxes (benefit) of ($87,000), $1,000 and ($584,000) for the fiscal years 2008, 2007 and 2006, respectively			(167,660	)			1,500			878,040
Reclassification adjustment	—				—					(2,010,556	)
Net change in comprehensive income			(167,660	)			1,500			(1,132,516	)
Comprehensive income (loss)		$	(243,301	)		$	2,057,439		$	300,866

See Notes to Consolidated Financial Statements.

6

J.W. MAYS, INC.
Consolidated Statements of Cash Flows

	Years Ended July 31,
	2008				2007				2006
Cash Flows From Operating Activities
Net Income (loss)		$	(75,641	)		$	2,055,939			$	1,433,382
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes			(419,000	)			(194,000	)			(149,000	)
Realized (gain) on marketable securities	—				—						(2,010,556	)
(Gain) loss on disposition of property and equipment			16,999				(4,309,340	)	—
Depreciation and amortization			1,604,321				1,582,153				1,544,419
Amortization of deferred charges			379,970				449,701				474,691
Other assets—deferred charges			(288,405	)			(1,180,695	)			(292,887	)
—unbilled receivables			602,071				743,420				218,417
—receivables			1,600				1,600				(6,267	)
Changes in:
Receivables			(44,778	)			(40,054	)			54,993
Prepaid expenses			(130,030	)			18,683				(170,108	)
Income taxes refundable	—				—						234,616
Accounts payable			(50,257	)			27,713				(3,631	)
Payroll and other accrued liabilities			(94,100	)			878,130				135,660
Income taxes payable			(1,353,613	)			662,244				794,314
Other taxes payable			(6,018	)			2,264				457
Net cash provided by operating activities			143,119				697,758				2,258,500
Cash Flows From Investing Activities
Acquisition of property and equipment			(2,075,060	)			(901,294	)			(2,701,860	)
Proceeds from sale of property and equipment	—						4,452,222		—
Security deposits			(39,738	)			(56,312	)			(46,083	)
Marketable securities:
Receipts from sales or maturities	—				—						2,710,554
Payments for purchases			(1,701,679	)			(1,476	)			(274	)
Net cash provided (used) by investing activities			(3,816,477	)			3,493,140				(37,663	)
Cash Flows From Financing Activities
Borrowings—security broker	—				—						567,422
Payments—security broker	—				—						(567,422	)
Increase—security deposits			20,899				55,812				47,758
Borrowings—mortgage and other debt			41,955				315,706				559,009
Payments—mortgage and other debt payments			(879,456	)			(932,394	)			(1,015,173	)
Net cash (used) by financing activities			(816,602	)			(560,876	)			(408,406	)
Net increase (decrease) in cash and cash equivalents			(4,489,960	)			3,630,022				1,812,431
Cash and cash equivalents at beginning of year			5,965,350				2,335,328				522,897
Cash and cash equivalents at end of year		$	1,475,390			$	5,965,350			$	2,335,328

See Notes to Consolidated Financial Statements.

7

J.W. MAYS, INC.
Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies:

CONSOLIDATION: The consolidated financial statements include the accounts of the Company, a New York corporation and its subsidiaries, which are wholly-owned. Material intercompany items have been eliminated in consolidation.

ACCOUNTING RECORDS AND USE OF ESTIMATES: The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in accordance with GAAP requires management to make estimates that affect the reported consolidated statements of income and retained earnings, comprehensive income and the consolidated balance sheets and related disclosures. Actual results could differ from those estimates.

RENTAL INCOME: All of the real estate owned by the Company is held for leasing to tenants except for a small portion used for Company offices. Rent is recognized from tenants under executed leases no later than on an established date or on an earlier date if the tenant should commence conducting business. Unbilled receivables represent the excess of scheduled rental income recognized on a straight-line basis over rental income as it becomes receivable according to the provisions of the lease. Contingent rental income is recorded when earned and is not based on tenant revenue. Based upon its periodic assessment of the quality of the receivables, management, using its historical knowledge of the tenants and industry experience, determines whether a reserve or write-off is required.

MARKETABLE SECURITIES: The Company categorizes marketable securities as either trading, available-for-sale or held-to-maturity. Trading securities are carried at fair value with unrealized gains and losses included in income. Available-for-sale securities are carried at fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1) with unrealized gains and losses recorded as a separate component of shareholders’ equity. Held-to-maturity securities are carried at amortized cost. Dividends and interest income are accrued as earned. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The Company did not classify any securities as trading during the three years ended July 31, 2008. The implementation of Statement of Financial Accounting Standards No. 157, Fair Value Measurements, had no impact on the presentation of marketable securities in the Company’s financial statements.

PROPERTY AND EQUIPMENT: Property and equipment are stated at cost. Depreciation is calculated using the straight-line method and the declining-balance method. Amortization of improvements to leased property is calculated over the shorter of the life of the lease or the estimated useful life of the improvements. Lives used to determine depreciation and amortization are generally as follows:

Buildings and improvements	18-40 years
Improvements to leased property	3-40 years
Fixtures and equipment	7-12 years
Other	3-5 years

Maintenance, repairs, renewals and improvements of a non-permanent nature are charged to expense when incurred. Expenditures for additions and major renewals or improvements are capitalized. The cost of assets sold or retired and the accumulated depreciation or amortization thereon are eliminated from the respective accounts in the year of disposal, and the resulting gain or loss is credited or charged to income. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life.

The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. At July 31, 2008 and 2007, there were no impairments of its property and equipment.

8

COMPREHENSIVE INCOME: Statement of Financial Accounting Standards (“SFAS”) No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting of comprehensive income and its components. It requires all items that are required to be recognized as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other income statement information.

Comprehensive income is defined to include all changes in equity except those resulting from investments by and distributions to shareholders.

DEFERRED CHARGES: Deferred charges consist principally of costs incurred in connection with the leasing of property to tenants. Such costs are amortized over the related lease periods, ranging from 1 to 21 years, using the straight-line method.

INCOME TAXES: Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred tax assets result principally from the recording of certain accruals and reserves which currently are not deductible for tax purposes. Deferred tax liabilities result principally from temporary differences in the recognition of gains and losses from certain investments and from the use, for tax purposes, of accelerated depreciation.

INCOME PER SHARE OF COMMON STOCK: Income per share has been computed by dividing net income for the year by the weighted average number of shares of common stock outstanding during the year, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 in fiscal years 2008, 2007 and 2006.

2. Marketable Securities:

As of July 31, 2008 and 2007, the Company’s marketable securities were classified as follows:

	2008												2007
	Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value			Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Current:
Held-to-Maturity: Certificate of deposit		$	49,097		$	—		—			$	49,097		$	47,418		$	—		$	—		$	47,418
Non-current:
Available-for-sale: Equity securities		$	1,810,252		$	—		(204,412	)		$	1,605,840		$	110,252		$	50,248		$	—		$	160,500

The gross unrealized losses have been in existence for less than twelve months and management does not expect losses upon maturity.

Investment income for the years ended July 31, 2008, 2007 and 2006 consists of the following:

	2008			2007			2006
Interest income		$	97,301		$	26,294		$	28,037
Dividend income			115,404			57,800			69,023
Gain on sale of marketable securities	—			—					2,010,556
Total		$	212,705		$	84,094		$	2,107,616

9

3. Long-Term Debt—Mortgages and Term Loan:

			Current Annual Interest Rate		Final Payment Date		July 31, 2008						July 31, 2007
							Due Within One Year			Due After One Year			Due Within One Year			Due After One Year
Mortgages:
Jamaica, New York property	(a	)		6%		4/01/12		$	61,964		$	1,221,173		$	58,365		$	1,283,137
Jamaica, New York property	(b	)		6.81%		10/01/11			120,396			2,380,715			112,037			2,501,111
Jowein building, Brooklyn, NY	(c	)		9%		4/01/09			1,103,520	—					58,612			1,103,520
Fishkill, New York property	(d,e	)		6.98%		2/18/15			58,199			1,753,961			17,928			1,816,798
Bond St. building, Brooklyn, NY	(e	)		6.98%		2/18/15			118,535			3,572,373			36,102			3,658,613
Term loan payable to bank	(f	)		6.50%		5/01/10			365,025			325,306			342,114			690,331
Jowein building, Brooklyn, NY	(g	)		Variable		8/01/10			240,000			260,000			240,000			500,000
Total								$	2,067,639		$	9,513,528		$	865,158		$	11,553,510

(a) The Company, on September 11, 1996, closed a loan with a bank in the amount of $4,000,000. The loan is secured by a first mortgage lien covering the entire leasehold interest of the Company, as tenant, in a certain ground lease and building in the Jamaica, New York property. In March, 2007, the Company extended the loan for five years with an option for an additional five-year period. The interest rate for the extended period is 6.00% per annum. Interest and amortization of principal will be made in constant monthly amounts based on a fifteen year (15) payout period. The outstanding balance of the loan totaling $1,036,602 will become due and payable on April 1, 2012.

(b) The Company, on December 13, 2000, closed a loan with a bank in the amount of $3,500,000. The loan is secured by a second position leasehold mortgage covering the entire leasehold interest of the Company, as tenant, in a certain ground lease and building in the Jamaica, New York property. The outstanding balance of the loan, totaling $2,739,452 became due and payable on October 1, 2006. The Company exercised its option to extend the loan for an additional five (5) years to October 1, 2011. The interest rate for the extended period is 6.81% per annum. At the end of the five year period, there will be a balance due on the loan of $2,077,680.

As additional collateral security, the Company will conditionally assign to the bank all leases and rents on the premises, or portions thereof, whether now existing or hereafter consummated. The Company has an option to prepay principal, in whole or in part, plus interest accrued thereon, at any time during the term, without premium or penalty. Other provisions of the loan agreement provide certain restrictions on the incurrence of indebtedness on the Jamaica property and the sale or transfer of the Company’s ground lease interest in the premises.

(c) The Company, on May 7, 2004, closed a loan with an affiliated corporation owned by members, including certain directors of the Company, of the family of the late Joe Weinstein, former Chairman of the Board of Directors, in the amount of $1,350,000. The term of the loan is for a period of five (5) years at an interest rate of 9.00% per annum. Interest and amortization of principal are paid quarterly based on a fifteen (15) year level amortization period. The constant quarterly payments of interest and principal are $40,316. The outstanding balance of the loan, totaling $1,056,007, will become due and payable on April 1, 2009.

(d) On August 19, 2004 the Company extended the then existing loan for forty-two (42) months, with an option to convert the loan to a seven (7) year permanent mortgage loan. (See Note 3(e) below). The Company, in February 2008, converted the loan to a seven (7) year permanent mortgage loan. The interest rate on conversion was 6.98%.

(e) The Company, on August 19, 2004, closed a loan with a bank for a $12,000,000 multiple draw term loan. This loan finances seventy-five (75%) percent of the cost of capital improvements for an existing lease to a tenant and capital improvements for future tenant leases at the Company’s Brooklyn, New York (Bond Street building) and Fishkill, New York properties. The loan will also finance $850,000 towards the construction of two new elevators at the Company’s Brooklyn, New York property (Bond Street building). The Company had three

10

and one-half years to draw down amounts under this loan. The loan consists of: a) a permanent, first mortgage loan to refinance an existing first mortgage loan affecting the Fishkill Property, which matured on July 1, 2004 (the “First Permanent Loan”)(see Note 3(d)), b) a permanent subordinate mortgage loan in the amount of $1,870,000 (the “Second Permanent Loan”), and c) multiple, successively subordinate loans in the amount $8,295,274 (“Subordinate Building Loans”). The loan is structured in two phases: 1) a forty-two (42) month loan with payments of interest only at the floating one–month LIBOR rate plus 2.25% per annum, but not less than 3.40%; and 2) after the forty-two month period, the loan would convert to a seven-year (7) permanent mortgage loan on a seventeen (17) year level amortization, plus interest, at the option of the Company. The interest rate on the permanent loan would be at a fixed rate equal to the Federal Home Loan Bank of New York’s seven-year (7) fixed interest rate plus 2.25% per annum at the time of conversion. As of August 19, 2004, the Company refinanced the existing mortgage on the Company’s Fishkill, New York property, which balance was $1,834,726 and took down an additional $2,820,000 for capital improvements for two tenants at the Company’s Bond Street building in Brooklyn, New York. In fiscal 2006, 2007 and 2008, the Company drew down additional amounts totaling $916,670, on its multiple draw term loan to finance tenant improvements and brokerage commissions for the leasing of 13,026 square feet for office use at the Company’s Bond Street building in Brooklyn, New York. The Company in February 2008 converted the loan to a seven (7) year permanent mortgage loan. The interest rate on conversion was 6.98%. Since the loan has been converted to a permanent mortgage loan, the balance of the financing on this loan is for the new elevators at the Company’s Bond Street building in Brooklyn, New York in the amount of $850,000 referred to above. As of July 31, 2008, the Company has not drawn down any of the $850,000. The $850,000 is available until the elevator work is completed. The monthly payments to the bank will increase once the $850,000 is drawn down.

(f) On February 18, 2005, the Company secured financing in the amount of $1,700,000, from a bank whose president is a director of the Company. The loan is a multiple draw loan, for a period of five (5) years, and is self-amortizing, at an interest rate of 6.50% per annum.

(g) The Company, on July 22, 2005, closed a loan with a bank for $1,200,000. The loan was used to finance the construction costs and brokerage commissions associated with the leasing of 15,000 square feet for office use to a tenant at the Company’s Jowein building in Brooklyn, New York. The loan is secured by the assignment of the lease of 15,000 square feet. The loan is for a period of five (5) years and is self-amortizing, at a floating interest rate of prime plus 1.00% per annum. The interest rate at July 31, 2008 was 6.00% per annum.

Maturities of long-term debt-mortgages and term loan payable outstanding at July 31, 2008, are as follows: Years ending July 31, 2009 (included in current liabilities); $2,067,639; 2010; $949,604; 2011; $431,275; 2012; $3,417,892; 2013; $234,368; and thereafter, $4,480,389.

Interest paid to related parties for the three years ended July 31, 2008 was $102,211, $107,239, and $111,840, respectively.

4. Income Taxes:

Significant components of the Company’s deferred tax assets and liabilities as of July 31, 2008 and 2007 are a result of temporary differences related to the items described as follows:

	2008						2007
	Deferred Tax Assets			Deferred Tax Liabilities			Deferred Tax Assets			Deferred Tax Liabilities
Rental income received in advance		$	277,719		$	—		$	105,337		$	—
Unbilled receivables	—					972,086			—			1,176,790
Property and equipment	—					1,032,461			—			1,056,422
Unrealized gain on marketable securities			69,500	—			—					16,234
Other			42,328	—					23,109			—
		$	389,547		$	2,004,547		$	128,446		$	2,249,446

11

The Company has determined, based on its history of operating earnings and expectations for the future, that it is more likely than not that future taxable income will be sufficient to fully utilize the deferred tax assets at July 31, 2008.

Income taxes provided for the years ended July 31, 2008, 2007 and 2006 consist of the following:

	2008				2007				2006
Current:
Federal		$	342,400			$	1,238,771			$	786,824
State and City			181,600				720,229				289,449
Prior:
State and City	—				—						31,727
Deferred taxes (benefit)			(419,000	)			(194,000	)			(149,000	)
Total provision		$	105,000			$	1,765,000			$	959,000

Components of the deferred tax provision (benefit) for the years ended July 31, 2008, 2007 and 2006 consist of the following:

	2008				2007				2006
Book depreciation over (under) tax depreciation		$	(23,961	)		$	56,658			$	(48,657	)
Reduction (increase) of rental income received in advance			(172,382	)			13,496				(36,229	)
(Decrease) in unbilled receivables			(204,704	)			(252,763	)			(74,262	)
Other			(17,953	)			(11,391	)			10,148
		$	(419,000	)		$	(194,000	)		$	(149,000	)

Taxes provided for the years ended July 31, 2008, 2007 and 2006 differ from amounts which would result from applying the federal statutory tax rate to pre-tax income, as follows:

	2008				2007				2006
Income before income taxes		$	29,358			$	3,820,939			$	2,392,382
Dividends received deduction			(80,782	)			(40,460	)			(48,316	)
Other-net			(2,700	)			(2,600	)			(28,923	)
Adjusted pre-tax income		$	(54,124	)		$	3,777,879			$	2,315,143
Statutory rate			34%				34%				34%
Income tax provision at statutory rate		$	(18,072	)		$	1,282,480			$	787,150
State and City income taxes, net of federal income tax benefit			123,072				482,520				171,850
Income tax provision		$	105,000			$	1,765,000			$	959,000

5. Leases:

The Company’s real estate operations encompass both owned and leased properties. The current leases on leased property, most of which have options to extend the terms, range from 1 year to 23 years. Certain of the leases provide for additional rentals under certain circumstances and obligate the Company for payments of real estate taxes and other expenses.

Rental expense for leased real property for each of the three fiscal years in the period ended July 31, 2008 was exceeded by sublease rental income, as follows:

12

	2008			2007			2006
Minimum rental expense		$	1,880,197		$	1,801,414		$	1,212,338
Contingent rental expense			1,550,313			1,349,508			1,351,183
			3,430,510			3,150,922			2,563,521
Sublease rental income			7,660,825			6,985,512			7,248,000
Excess of sublease income over expense		$	4,230,315		$	3,834,590		$	4,684,479

Rent expense related to an affiliate principally owned by certain directors of the Company totaled $825,000 for fiscal year ended July 31, 2008, $825,000 for fiscal year ended July 31, 2007, and $273,300 for fiscal year ended July 31, 2006. Rent expense is recognized on a straight-line basis over the lives of the leases.

Future minimum non-cancelable rental commitments for operating leases with initial or remaining terms of one year or more are payable as follows:

Fiscal Year	Operating Leases
2009		$	2,031,025
2010			2,097,949
2011			1,742,259
2012			1,729,116
2013			1,729,116
After 2013			25,937,287
Total required*		$	35,266,752

* Minimum payments have not been reduced by minimum sublease rentals of $44,441,003 under operating leases due in the future under non-cancelable leases.

6. Rental Income:

Rental income for each of the fiscal years 2008, 2007 and 2006 is as follows:

	July 31,
	2008			2007			2006
Minimum rentals
Company owned property		$	6,423,034		$	6,319,755		$	5,634,643
Leased property			6,858,020			6,103,279			6,378,907
			13,281,054			12,423,034			12,013,550
Contingent rentals
Company owned property			488,146			504,612			587,929
Leased property			802,805			882,233			869,093
			1,290,951			1,386,845			1,457,022
Total		$	14,572,005		$	13,809,879		$	13,470,572

Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:

13

Fiscal Year	Company Owned Property			Leased Property			Total
2009		$	6,552,835		$	6,874,347		$	13,427,182
2010			5,970,789			6,676,016			12,646,805
2011			5,456,661			4,795,083			10,251,744
2012			5,286,620			3,765,214			9,051,834
2013			5,121,360			3,392,793			8,514,153
After 2013			28,842,178			18,937,550			47,779,728
Total		$	57,230,443		$	44,441,003		$	101,671,446

Rental income is recognized on a straight-line basis over the lives of the leases.

7. Payroll and Other Accrued Liabilities:

Payroll and other accrued liabilities for the fiscal years ended July 31, 2008, and 2007 consist of the following:

	2008			2007
Payroll		$	98,024		$	235,964
Interest			77,936			87,443
Professional fees			143,526			186,152
Rents received in advance			816,821			309,816
Utilities			36,100			72,341
Brokers commissions			471,792			705,366
Construction costs			145,200	—
Rent expense	—					448,200
Other			264,209			102,426
Total		$	2,053,608		$	2,147,708

8. Employees’ Retirement Plan:

The Company sponsors a non-contributory Money Purchase Plan covering substantially all of its non-union employees. Operations were charged $300,368, $266,506 and $291,306 as contributions to the Plan for fiscal years 2008, 2007 and 2006, respectively.

9. Cash Flow Information:

For purposes of reporting cash flows, the Company considers cash equivalents to consist of short-term highly liquid investments with maturities of three months or less, which are readily convertible into cash.

Supplemental disclosures:

	Years Ended July 31,
	2008			2007			2006
Interest paid, net of capitalized interest of $55,833 (2008), $19,684 (2007) and $49,279 (2006)		$	893,030		$	1,015,254		$	942,537
Income taxes paid		$	1,837,616		$	1,296,928		$	93,530

10. Financial Instruments and Credit Risk Concentrations:

The following disclosure of estimated fair value was determined by the Company using available market information and appropriate valuation methods. Considerable judgment is necessary to develop estimates of fair

14

value. The estimates presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments.

The Company estimates the fair value of its financial instruments using the following methods and assumptions: (i) quoted market prices, when available, are used to estimate the fair value of investments in marketable debt and equity securities; (ii) discounted cash flow analyses are used to estimate the fair value of long-term debt, using the Company’s estimate of current interest rates for similar debt; and (iii) carrying amounts in the balance sheet approximate fair value for cash and cash equivalents and tenant security deposits due to their high liquidity.

	July 31, 2008
	Carrying Value			Fair Value
Cash and cash equivalents		$	1,475,390		$	1,475,390
Marketable securities		$	1,654,937		$	1,654,937
Security deposits payable		$	1,115,808		$	1,115,808
Mortgages, notes and term loan payable		$	12,581,167		$	13,281,470

Financial instruments that are potentially subject to concentrations of credit risk consist principally of marketable securities, cash and cash equivalents and receivables. Marketable securities and cash and cash equivalents are placed with multiple financial institutions and instruments to minimize risk.

The Company derives rental income from forty-nine tenants, of which one tenant accounted for 13.74% and another tenant accounted for 12.09% of rental income during the year ended July 31, 2008. No other tenant accounted for more than 10% of rental income during the year ended July 31, 2008.

The Company has three irrevocable letters of credit totaling $367,500 at July 31, 2008 provided by three tenants and two irrevocable letters of credit totaling $137,500 at July 31, 2007, provided by two tenants.

11. Deferred Charges:

Deferred charges for the fiscal years ended July 31, 2008 and 2007 consist of the following:

	July 31, 2008						July 31, 2007
	Gross Carrying Amount			Accumulated Amortization			Gross Carrying Amount			Accumulated Amortization
Leasing brokerage commissions		$	2,269,914		$	655,424		$	2,263,370		$	547,055
Professional fees for leasing			431,123			197,871			403,367			203,327
Financing costs			760,671			508,509			728,564			468,741
Other	—			—					15,291	—
Total		$	3,461,708		$	1,361,804		$	3,410,592		$	1,219,123

The aggregate amortization expense for the three years in the period ended July 31, 2008 was $379,970, $449,701 and $474,691 respectively.

The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:

Fiscal Year
2009	$	370,455
2010	$	363,526
2011	$	295,655
2012	$	207,060
2013	$	196,137

15

12. Capitalization:

The Company is capitalized entirely through common stock with identical voting rights and rights to liquidation. Treasury stock is recorded at cost and consists of 162,517 shares at July 31, 2008 and at July 31, 2007.

13. Note Payable:

On December 15, 2004, the Company borrowed $1,000,000 from a director of the Company, who is also a greater than 10% beneficial owner of the outstanding common stock of the Company. The term of the loan was for a period of three (3) years maturing on December 15, 2007, at an interest rate of 7.50% per annum. The loan is unsecured. The note is prepayable in whole or in part at any time without penalty. The funds were used towards the purchase of a one-half interest in a parcel which is part of the Company’s Brooklyn, New York properties. The total purchase price was $1,500,000. The constant quarterly payments of interest are $18,750. The Company extended the note for an additional three (3) years maturing on December 15, 2010, at an interest rate of 7.50% per annum. The interest paid for each of the years ended July 31, 2008, 2007 and 2006 was $75,000.

14. Contingencies:

There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company’s Consolidated Financial Statements, although the Company is unable to predict the outcome of the matter described below.

In response to a termination notice that the Company received concerning its tenancy in a portion of the Jowein Building, Brooklyn, New York, on April 25, 2007, the Company filed a lawsuit against its landlords in New York State Supreme Court, Kings County. In the lawsuit, the Company seeks a judgment declaring that the landlord’s termination notice was improperly issued and that the Company is not required to correct or cure the purported defaults cited in the termination notice. In addition, the Company seeks an order temporarily, preliminarily and permanently enjoining the landlords from taking any action to terminate the lease or otherwise interfere with the Company’s possession of the premises.

On May 16, 2007, the New York State Supreme Court granted the Company’s motion for preliminary injunctive relief and enjoined the landlords, during the pendency of this action, from taking any action to evict the Company, terminate the Company’s lease which is scheduled to expire on April 30, 2010, and/or commencing summary action adverse to the Company’s rights or otherwise disturb the Company’s possession of the premises. The landlords have answered the complaint denying the allegations and asserting counterclaims against the Company relating to the premises. Discovery has been completed and the case is awaiting the scheduling of a trial date. Management of the Company is unable to predict the outcome of this matter or whether the Company will be required to expend significant amounts of money in order to correct any of the purported defaults.

15. Subsequent Event:

Due to the recent decline in the Stock Market, the Company’s marketable securities have declined by $478,104 since July 31, 2008. The Company has not sold any of its marketable securities, therefore it has not realized any losses.

16

J.W. MAYS, INC.

Report of Management

Management is responsible for the preparation and reliability of the financial statements and the other financial information in this Annual Report. Management has established systems of internal control over financial reporting designed to provide reasonable assurance that the financial records used for preparing financial statements are reliable and reflect the transactions of the Company and that established policies and procedures are carefully followed. The Company reviews, modifies and improves its system of internal controls in response to changes in operations.

The Board of Directors, acting through the Audit Committee, which is comprised solely of independent directors who are not employees of the Company, oversees the financial reporting process. The financial statements have been prepared in accordance with accounting standards generally accepted in the United States of America and include amounts based on judgments and estimates made by management. Actual results could differ from estimated amounts.

To ensure complete independence, D’Arcangelo & Co., LLP, the independent registered public accounting firm, has full and free access to meet with the Audit Committee, without management representatives present, to discuss results of the audit, the adequacy of internal controls and the quality of financial reporting.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
J.W. Mays, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. and subsidiaries as of July 31, 2008 and 2007, and the related consolidated statements of income and retained earnings, comprehensive income, and cash flows for each of the three years in the period ended July 31, 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of J.W. Mays, Inc. and subsidiaries as of July 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2008, in conformity with U.S. generally accepted accounting principles.

D’ARCANGELO & CO., LLP
Purchase, New York
October 6, 2008

17

J.W. MAYS, INC.

Five Year Summary of Consolidated Operations
(dollars in thousands except per share data)

	Years Ended July 31,
	2008				2007				2006				2005				2004
Revenues
Rental income		$	14,572			$	13,810			$	13,470			$	12,879			$	14,025
Recovery of real estate taxes			91				39				196		—				—
Gain (loss) on disposition of property and equipment			(17	)			4,309		—						4				(4	)
Total revenues			14,646				18,158				13,666				12,883				14,021
Expenses
Real estate operating expenses			8,887				8,587				7,855				7,321				7,716
Administrative and general expenses			3,455				3,255				3,011				2,764				2,771
Depreciation and amortization			1,604				1,582				1,545				1,465				1,318
Total expenses			13,946				13,424				12,411				11,550				11,805
Income from operations before investment income, interest expense, other expenses and income taxes			700				4,734				1,255				1,333				2,216
Investment income, interest expense and other expenses:
Investment income			213				84				2,108				84				253
Interest expense			(884	)			(997	)			(971	)			(726	)			(547	)
			(671	)			(913	)			1,137				(642	)			(294	)
Income before income taxes			29				3,821				2,392				691				1,922
Income taxes provided			105				1,765				959				343				787
Net Income (loss)		$	(76	)		$	2,056			$	1,433			$	348			$	1,135
Net income (loss) per common share		$	(.04	)		$	1.02			$	.71			$	.17			$	.56
Dividends per share	—				—				—				—				—
Average common shares outstanding			2,015,780				2,015,780				2,015,780				2,015,780				2,015,780

18

J.W. MAYS, INC.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and “us” refer to J.W. Mays, Inc. and subsidiaries.

The following can be interpreted as including forward-looking statements under the Private Securities Litigation Reform Act of 1995. The words “outlook”, “intend”, “plans”, “efforts”, “anticipates”, “believes”, “expects” or words of similar import typically identify such statements. Various important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are identified under the heading “Cautionary Statement Regarding Forward-Looking Statements” below. Our actual results may vary significantly from the results contemplated by these forward-looking statements based on a number of factors including, but not limited to, availability of labor, marketing success, competitive conditions and the change in economic conditions of the various markets we serve.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 affect our more significant judgments and estimates used in the preparation of our financial statements. Actual results may differ from these estimates under different assumptions and conditions. (See Note 1 on pages 8 and 9 to the Consolidated Financial Statements).

Fiscal 2008 Compared to Fiscal 2007

Net loss for the year ended July 31, 2008 amounted to ($75,641) or ($.04) per share, compared to net income for the year ended July 31, 2007 of $2,055,939, or $1.02 per share.

Revenues in the current year decreased to $14,646,049 from $18,158,702 in the comparable 2007 fiscal year. The decrease in revenue was due to the Company’s gain on the sale of a building in Brooklyn, New York in the amount of $4,309,340 in fiscal 2007 and the vacating of a tenant at the Company’s Brooklyn, New York property in July 2007 and the reduced rent received by the tenant that replaced Levitz Home Furnishings, Inc., at the Company’s Jowein building in Brooklyn, New York, offset by the Company’s leasing to five additional tenants at the Company’s Brooklyn, Jamaica and Levittown, New York properties.

The recovery of real estate taxes in the current year in the amount of $91,043, net of legal expenses, represents prior years’ real estate taxes from one of the Company’s properties. The comparable 2007 year had a recovery of real estate taxes in the amount of $39,483, net of legal expenses.

Real estate operating expenses in the current year increased to $8,886,483 from $8,587,081 in the comparable 2007 year primarily due to increases in rental expense in the Company’s Brooklyn, New York property, utility costs and payroll costs, partially offset by decreases in real estate taxes, insurance costs, licenses and permits and leasing commission costs.

Administrative and general expenses in the current year increased to $3,455,068 from $3,255,094 in the comparable 2007 year primarily due to increases in payroll costs, insurance costs, legal and professional costs, and pension costs.

Depreciation and amortization expense in the current year increased to $1,604,321 from $1,582,153 in the comparable 2007 year primarily due to depreciation on the additional improvements to the Jamaica, New York property.

Interest expense in the current year exceeded investment income by $670,818 and $913,435 in the comparable 2007 year. The decrease in the excess of interest expense over investment income was due primarily to increased investment income and scheduled repayments of debt.

19

Fiscal 2007 Compared to Fiscal 2006

Net income for the year ended July 31, 2007 amounted to $2,055,939, or $1.02 per share, compared to net income for the year ended July 31, 2006 of $1,433,382, or $.71 per share.

Revenues in the current year increased to $18,158,702 from $13,666,177 in the comparable 2006 fiscal year. The increase in revenues was due to the Company’s gain on the sale of a building in Brooklyn, New York in the amount of $4,309,340 and the Company’s leasing to four additional tenants at the Company’s Brooklyn, New York and Jamaica, New York properties.

The recovery of real estate taxes in the current year in the amount of $39,483, net of legal expenses, represents prior years’ real estate taxes from one of the Company’s properties. The comparable 2006 year had a recovery of real estate taxes in the amount of $195,605, net of legal expenses.

Real estate operating expenses in the current year increased to $8,587,081 from $7,855,318 in the comparable 2006 year primarily due to increases in rental expense in the Company’s Brooklyn, New York and Jamaica, New York properties, maintenance costs and licenses and permits, partially offset by decreases in real estate taxes, payroll costs, utility costs and leasing commission costs.

Administrative and general expenses in the current year increased to $3,255,094 from $3,011,080 in the comparable 2006 year primarily due to increases in payroll costs, bad debt expense due to a tenant vacating the Company’s Brooklyn, New York building, and legal and professional costs, partially offset by decreases in pension costs.

Depreciation and amortization expense in the current year increased to $1,582,153 from $1,544,419 in the comparable 2006 year primarily due to depreciation on the additional improvements to the Brooklyn, New York properties.

Interest expense in the current year exceeded investment income by $913,435 and was exceeded by investment income of $1,137,022 in the comparable 2006 year. The higher investment income amount in the 2006 year was due to the gain on the sale of one of the Company’s marketable securities, which was caused by a merger.

Liquidity and Capital Resources:

The Company has been operating as a real estate enterprise since the discontinuance of the retail department store segment of its operations on January 3, 1989.

Management considers current working capital and borrowing capabilities adequate to cover the Company’s planned operating and capital requirements. The Company’s cash and cash equivalents amounted to $1,475,390 at July 31, 2008.

In October 2006, the Company entered into a lease agreement with a restaurant at the Company’s Levittown premises. The restaurant constructed a new building. The tenant opened the restaurant in May 2008. The tenant began paying partial rent in September 2007 and the full rent in May 2008. This will replace the tenant that vacated the premises in September 2004. The annual rental income from this lease agreement will more than offset the annual rental income lost from the previous tenant.

In July 2007, a tenant who occupied 22,192 square feet of office space at the Company’s Brooklyn, New York property, vacated the premises. The annual loss in rental income to the Company was approximately $470,000. In March 2008, the Company entered into a lease agreement with a tenant for 11,128 square feet of the vacated space. Rent commenced in July 2008.

In July 2008, the Company entered into a lease agreement with a tenant for 57,209 square feet of office space at the Company’s Brooklyn, New York property. Part of the rented space is for the balance of 11,064 square feet of vacated space mentioned in the above paragraph. Rent is anticipated to commence in February, 2009. The cost of construction for this tenant will be insignificant.

In May, 2007, the Company entered into a lease agreement with a tenant for 15,900 square feet of office space at its Jowein building in Brooklyn, New York. Rent commenced in March 2008.

20

In March, 2008, the Company entered into a lease agreement with a tenant for 60,000 square feet for warehouse space at its Circleville, Ohio property. Rent commenced in March 2008.

Levitz Home Furnishings, Inc. whose lease was assigned to PLVTZ, LLC, d/b/a Levitz Home Furnishings (“Levitz”) which occupied retail space at the Company’s Jowein building in Brooklyn, New York and which accounted for 5.60% of the annual rental income of the Company for the fiscal year ended July 31, 2007, filed for Chapter 11 bankruptcy protection from creditors on November 8, 2007. Levitz vacated the premises on January 31, 2008 and informed the Company in February 2008, of its intentions to reject the lease. The annual rental income from Levitz was approximately $800,000. The Company, in March 2008, rented the premises to a tenant for the remaining term of the Levitz lease (through April 2010) at slightly less than half the Levitz rental.

The following table represents the increase in square foot occupancy leased at the Company’s properties during fiscal 2008.

Bond Street building, Brooklyn, New York	68,337
Circleville, Ohio	60,000
Total	128,337

As part of the $12,000,000 multiple draw term loan, the bank agreed to finance the cost of two new elevators at the Company’s Bond Street building in Brooklyn, New York. The amount to be financed will be $850,000. (See Note 3(e) to the Consolidated Financial Statements). The total cost of the elevator project is estimated to be $1,100,000 and is anticipated to be completed in 2008. In February, 2008, the Company converted the multiple draw term loan to a permanent mortgage. The $850,000 for elevators is the remaining amount of financing due under this loan.

On September 22, 2008, the Company made a payment in the amount of $300,000, which was a partial payment towards the principal amount of its loan on the Jowein building in Brooklyn, New York. (See Note 3(c) to the Consolidated Financial Statements.)

Contractual Obligations:

At July 31, 2008, the Company had certain contractual cash obligations, as set forth in the following tables:

Contractual Cash Obligations	Payment Due by Period
	Total			Less than 1 Year			1-3 Years			4-5 Years			After 5 Years
Mortgages and term loan payable		$	11,581,167		$	2,067,639		$	1,380,879		$	3,652,260		$	4,480,389
Note payable			1,000,000	—					1,000,000	—			—
Security deposits payable			1,115,808			13,674			491,607			218,561			391,966
Operating leases			35,266,752			2,031,025			3,840,208			3,458,232			25,937,287
Total contractual cash obligations		$	48,963,727		$	4,112,338		$	6,712,694		$	7,329,053		$	30,809,642

Cash Flows From Operating Activities:

Deferred Charges: The Company had expenditures for brokerage commissions in the year ended July 31, 2008, in the amount of $173,731, relating to tenants at its Brooklyn, New York and Circleville, Ohio properties.

Payroll and Other Accrued Liabilities: The Company paid $407,305 for commissions incurred in order to lease space at the Company’s properties in the year ended July 31, 2008. The original amount of the brokerage commissions was $2,540,474. As of July 31, 2008, $2,068,682 had been paid. The Company also incurred additional brokerage commissions in the amount of $173,731 relating to two tenants and referred to above.

A tenant at the Company’s Jowein building in Brooklyn, New York paid the rent in advance to the end of the lease term which is April 2010. The amount paid in advance as of July 31, 2008 is $625,960.

21

The Company has paid $896,400 in rent to its landlord of which $448,200 was accrued at July 31, 2007, which is an affiliated company, on its Jamaica, New York property.

Cash Flows From Investing Activities:

The Company had expenditures of $285,242 for the year ended July 31, 2008 for the renovation of 32,890 square feet for office space for a tenant at its Jamaica, New York building. The cost of the project was $564,937 and was completed in December 2007.

The Company had expenditures of $191,972 for the year ended July 31, 2008, for the construction of two new elevators. The total cost of the project is approximately $1,100,000, of which $850,000 will be financed by a bank. The project is anticipated to be completed in 2008.

The Company had expenditures of $905,912 during the year ended July 31, 2008, for the installation of new heat ventilation and air conditioning equipment along with the corresponding electrical service required at the Company’s Jamaica, New York building. The project was completed in May 2008.

Cash Flows From Financing Activities:

Borrowing: The Company drew down an additional $41,955 on its multiple draw term loan, to finance tenant improvements and brokerage commissions for the leasing of 13,026 square feet for office use at the Company’s Bond Street building in Brooklyn, New York. The total amount financed for tenant improvements and brokerage commissions was $916,670. (See Note 3(e) to the Consolidated Financial Statements).

Cautionary Statement Regarding Forward-Looking Statements:

This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of this Annual Report on Form 10-K and other reports and verbal statements made by our representatives from time to time may contain forward-looking statements that are based on our assumptions, expectations and projections about us and the securities industry. These include statements regarding our expectations about revenues, our liquidity, or expenses and our continued growth, among others. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors described under Item 1A, “Risk Factors” in our Form 10-K for the fiscal year ended July 31, 2008 and the following, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

• changes in the rate of economic growth in the United States;

• changes in the financial condition of our customers;

• changes in regulatory environment;

• lease cancellations;

• changes in our estimates of costs;

• war and/or terrorist attacks on facilities where services are or may be provided;

• outcomes of pending and future litigation;

• increasing competition by other companies;

• compliance with our loan covenants;

• recoverability of claims against our customers and others by us and claims by third parties against us; and

• changes in estimates used in our critical accounting policies.

Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict

22

accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in proxy statements, quarterly reports on Form 10-Q, Annual Reports on Form 10-K and current reports on Form 8-K filed with the Securities and Exchange Commission.

Controls and Procedures:

The Company’s management reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As of July 31, 2008, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings.

There was no change in the Company’s internal controls over financial reporting or in other factors during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.

Our accounting department is comprised of four persons. Due to such a limited number of persons, a complete segregation of all of the duties as to which the department is responsible is not possible. In order to make sure that the inability to segregate all duties does not affect our timely and accurate financial reporting, we need to remain vigilant in maintaining compensating controls. These compensating controls will continue to be monitored in order to assure us that our internal controls over financial reporting remain at a high level despite the limited number of accounting department personnel.

Quarterly Financial Information (Unaudited)
(dollars in thousands except per share data)

	Three Months Ended
	Oct. 31, 2007				Jan. 31, 2008				Apr. 30, 2008				July 31, 2008
Revenues		$	3,477			$	3,735			$	3,489			$	3,945
Revenues less expenses			(20	)			(308	)			(129	)			486
Net income (loss)			(36	)			(245	)			67				138
Net income (loss) per common share		$	(.02	)		$	(.12	)		$	.03			$	.07

	Three Months Ended
	Oct. 31, 2006				Jan. 31, 2007				Apr. 30, 2007				July 31, 2007
Revenues		$	3,317			$	3,391			$	3,476			$	7,975
Revenues less expenses			(169	)			(32	)			(104	)			4,126
Net income (loss)			(178	)			(9	)			19				2,224
Net income (loss) per common share		$	(.09	)		$	( .00	)		$	.01			$	1.10

Income per share is computed independently for each of the quarters presented on the basis described in Note 1 to the Consolidated Financial Statements.

Common Stock and Dividend Information

Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: “Mays”. Such shares were previously traded on The

23

Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.

The following is the sales price range per share of J.W. Mays, Inc. common stock during the fiscal years ended July 31, 2008 and 2007:

Three Months Ended	Sales Price
	High			Low
October 31, 2007		$	24.69		$	21.36
January 31, 2008			22.15			19.00
April 30, 2008			20.25			19.60
July 31, 2008			21.00			18.00
October 31, 2006		$	23.80		$	17.54
January 31, 2007			22.00			20.51
April 30, 2007			22.25			20.86
July 31, 2007			24.53			21.76

The quotations were obtained for the respective periods from the National Association of Securities Dealers, Inc. There were no dividends declared in either of the two fiscal years.

On September 12, 2008, the Company had approximately 1,500 shareholders of record.

24

J.W. MAYS, INC.

Officers

Lloyd J. Shulman	Chairman of the Board, Chief Executive Officer and President and Chief Operating Officer
Mark S. Greenblatt	Vice President and Treasurer
Ward N. Lyke, Jr.	Vice President and Assistant Treasurer
George Silva	Vice President-Operations
Salvatore Cappuzzo	Secretary
Board of Directors
Mark S. Greenblatt3,5	Vice President and Treasurer, J.W. Mays, Inc.
Lance D. Myers1,3,4,5,6	Partner, Holland & Knight LLP
Dean L. Ryder2,3,4,6	President, Putnam County National Bank
Jack Schwartz1,2,3,4,6	Private Consultant
Lloyd J. Shulman1,3	Chairman of the Board, Chief Executive Officer and President and Chief Operating Officer, J.W. Mays, Inc.
Sylvia W. Shulman3	Retired
Lewis D. Siegel2,3,4,6	Senior Vice President-Investments, Smith Barney Citigroup

Committee Assignments Key:
¹ Member of Executive Committee
² Member of Audit Committee
³ Member of Investment Advisory Committee
⁴ Member of Executive Compensation Committee
⁵ Member of Disclosure Committee (Mr. Lyke is also a member)
⁶ Member of Nominating Committee

Form 10-K Annual Report

Copies of the Company’s Form 10-K Annual Report
to the Securities and Exchange Commission
for the fiscal year ended July 31, 2008.
will be furnished without charge to
shareholders upon written request
to: Secretary, J.W. Mays, Inc.,
9 Bond Street, Brooklyn, New York 11201-5805.

25

EX-21

EXHIBIT 21

Subsidiaries of the Registrant

The Registrant owns all of the outstanding stock of the following corporations, which are included in the Consolidated Financial Statements filed with this report:

DUTCHESS MALL SEWAGE PLANT, INC. (a New York corporation)
J. W. M. REALTY CORP. (an Ohio corporation)

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Lloyd J. Shulman, certify that:

1.	I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 9, 2008

/s/ LLOYD J. SHULMAN
Lloyd J. Shulman
President
Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Mark S. Greenblatt, certify that:

1.	I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 9, 2008

/s/ MARK S. GREENBLATT
Mark S. Greenblatt
Vice President
Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The following certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350 and in accordance with SEC Release No. 33-8238. This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

In connection with the Annual Report of J. W. Mays, Inc. (the “Company”) on Form 10-K for the period ending July 31, 2008 as filed with the Securities and Exchange Commission (the “Report”), we, Lloyd J. Shulman and Mark S. Greenblatt, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

October 9, 2008

/s/ LLOYD S. SHULMAN
Lloyd J. Shulman
Chief Executive Officer

/s/ MARK S. GREENBLATT
Mark S. Greenblatt
Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to J.W. Mays, Inc. and will be retained by J. W. Mays, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.