**J.W. MAYS, INC.**

  
|                                                                                  | **Annual            Report            2006**            Year Ended July 31, 2006 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------|

                                                                                

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     19-22   Controls      and Procedures     22   Quarterly      Financial Information (Unaudited)     22   Common      Stock and Dividend Information     22-23   Officers      and Directors     24          **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 21, 2006, 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)
  **2006** 2005 2004 2003 2002Rental      Income    $13,470     $12,879     $14,025     $13,120     $12,533 Rental Income—Affiliated Company     —      —      —      70      462 Recovery      of Real Estate Taxes     196      —      —      —      69 Gain (loss) on Disposition of Fixed Assets     —      4      (4)     —      — Total Revenues     13,666      12,883      14,021      13190      13,064 Net Income     1,433      348      1,135      1,147      1,254 Real Estate-Net     45,586      44,370      39,907      33,171      32,094 Total Assets     57,290      57,177      51,809      48,346      48,266 Long-Term Debt:                    Mortgages      Payable     10,697      12,476      7,830      5,261      7,779 Note Payable     1,000      1,000      —      —      — Other     1,031      925      641      569      399                                Total     12,728      14,401      8,471      5,830      8,178 Shareholders'      Equity     37,639      37,339      36,996      35,705      34,652 Net      Income Per Common Share    $.71     $.17     $.56     $.57     $.62 Cash      Dividends Declared Per Share     —      —      —      —      — 
Average common shares outstanding for fiscal 2006, 2,015,780; 2005, 2,015,780; 2004, 2,015,780; 2003, 2,026,855; 2002, 2,033,280.

**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, 2006.

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J.W. MAYS,  INC.**To  Our Shareholders:**

****

      The financial position of our Company continued to be positive during the fiscal year ended July 31, 2006 with profits earned in three of the four quarters.

      In fiscal 2006, our revenues were $13,666,177 compared to $12,882,965 in the 2005 fiscal year. Net income for fiscal 2006 was $1,433,382 or $.71 per share. This compares to net income of $348,368 or $.17 per share for fiscal 2005.

      During fiscal 2006, the Company leased 10,000 square feet for office use to one tenant in the Company's Jowein building in Brooklyn, New York. Rent commenced in October 2005. The Company also leased 13,026 square feet for office use to a tenant in the Company's 9 Bond Street building in Brooklyn, New York. Rent commenced August 2006. The Company also entered into three lease agreements with an existing tenant at the Company's 9 Bond Street building in Brooklyn, New York. One lease agreement is for 12,000 square feet and will be used for offices, and the rent commenced in March 2006. The second lease agreement is for 2,505 square feet and will be used as part of the tenant's retail operation, and the rent commenced in November 2005. The third lease agreement is for 7,411 square feet and will be used for officespace, and the rent commenced in October 2006.

      In August and September 2006, the Company entered into three additional lease agreements. Two of the agreements were for retail use at the Company's Jamaica, New York building. One tenant leased 47,100 square feet and the other tenant leased 28,335 square feet. These tenants replaced the tenants who vacated the premises in February 2006 and June 2006, respectively. Rent is anticipated to commence in June 2007 and November 2006, respectively. The rental income from these lease agreements will more than offset the rental income lost from the previous tenants. The third lease agreement is for 10,000 square feet and will be used for office space at the Company's Jowein building in Brooklyn, New York. Rent is anticipated to commence in November 2006. The costs of construction to the Company for these tenants will beminor.

      The increased rentals from the additional tenants and the Company's multiple draw term loan 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. ShulmanChairman, President and Chief Executive Officer

October 6, 2006

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J.W. MAYS,  INC.**Consolidated  Balance Sheets**July 31,  2006 and 2005**Assets**
  **2006** 2005
Property and Equipment-at cost (Notes 1 and 3):
        
Buildings and improvements
    $60,601,064       $57,368,282 
Improvements to leased property
     9,158,009        9,158,009 
Fixtures and equipment
     721,099        719,322 
Land
     6,146,554        6,146,554 
Other
     257,472        257,472 
Construction in progress
     59,846        592,545                     76,944,044        74,242,184 
Less accumulated depreciation and amortization
     31,149,936        29,605,517                
Property and equipment-net
     45,794,108        44,636,667                
Current Assets:
        
Cash and cash equivalents (Notes 9 and 10)
     2,335,328        522,897 
Marketable securities (Notes 1, 2 and 10)
     45,942        45,668 
Receivables (Note 6)
     86,199        141,192 
Income taxes refundable (Notes 1 and 4)
     —        234,616 
Deferred income taxes (Notes 1 and 4)
     131,000        104,000 
Security deposits
     8,297        66,998 
Prepaid expenses
     1,722,222        1,552,114                
Total current assets
     4,328,988        2,667,485                
Other Assets:
        
Deferred charges (Notes 1 and 11)
     2,761,585        2,830,730 
Less accumulated amortization (Notes 1 and 11)
     1,301,110        1,188,451                
Net
     1,460,475        1,642,279 
Receivables
     6,267        — 
Security deposits
     1,337,900        1,233,116 
Unbilled receivables (Note 1)
     4,204,567        4,422,984 
Marketable securities (Notes 1, 2 and 10)
     158,000        2,574,514                
Total other assets
     7,167,209        9,872,893                
TOTAL ASSETS
    $57,290,305       $57,177,045                        
See Notes to Consolidated Financial Statements.

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                            **                                                         **                                    

**Liabilities and Shareholders' Equity**
  **2006** 2005
Long-Term Debt:
        
Mortgages and term loan payable (Notes 3 and 10)
    $10,696,864     $12,476,347 
Note payable—related party (Notes 10 and 13)
     1,000,000      1,000,000 
Security deposits payable (Note 10)
     1,030,800      924,341              
Total long-term debt
     12,727,664      14,400,688              
Deferred Income Taxes (Notes 1 and 4)
     2,445,000      3,151,000              
Current Liabilities:
        
Accounts payable
     61,908      65,539 
Payroll and other accrued liabilities (Note 7)
     1,269,578      1,133,918 
Income taxes payable
     794,314      — 
Other taxes payable
     5,645      5,188 
Current portion of mortgages and term loan payable (Notes 3 and 10)
     2,338,492      1,015,173 
Current portion of security deposits payable (Note 10)
     8,297      66,998              
Total current liabilities
     4,478,234      2,286,816              
Total liabilities
     19,650,898      19,838,504              
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 on available-for-sale securities—net of deferred taxes of $16,000 at July 31, 2006 and $600,000 at July 31, 2005. (Notes 1, 2 and 4)
     31,748      1,164,264 
Retained earnings
     33,370,969      31,937,587                   38,927,259      38,626,393 
Less common stock held in treasury, at cost-162,517 shares at July 31, 2006 and July 31, 2005 (Note 12)
     1,287,852      1,287,852              
Total shareholders' equity
     37,639,407      37,338,541              
Commitments (Notes 5 and 6) and Contingencies (Note 14)
        
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
    $57,290,305     $57,177,045                      
See Notes to Consolidated Financial Statements.

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J.W. MAYS,  INC.**Consolidated  Statements of Income and Retained Earnings**
  Years Ended July 31,  **2006** 2005 2004
Revenues
            
Rental income (Notes 1 and 6)
    $13,470,572     $12,879,226     $14,024,924 
Recovery of real estate taxes
     195,605      —      — 
Gain (loss) on disposition of equipment
     —      3,739      (4,353)                   
Total revenues
     13,666,177      12,882,965      14,020,571                    
Expenses
            
Real estate operating expenses (Note 5)
     7,855,318      7,321,272      7,715,493 
Administrative and general expenses
     3,011,080      2,764,210      2,771,106 
Depreciation and amortization (Note 1)
     1,544,419      1,464,883      1,317,522                    
Total expenses
     12,410,817      11,550,365      11,804,121                    
Income from operations before investment income, interest expense, other expenses and income taxes
     1,255,360      1,332,600      2,216,450                    
Investment income, interest expense and other expenses:
            
Investment income (Notes 1 and 2)
     2,107,616      84,307      253,116 
Interest expense (Notes 3 and 9)
     (970,594)     (725,539)     (547,100)                        1,137,022      (641,232)     (293,984)                   
Income before income taxes
     2,392,382      691,368      1,922,466 
Income taxes provided (Notes 1 and 4)
     959,000      343,000      787,000                    
Net income
     1,433,382      348,368      1,135,466 
Retained earnings, beginning of year
     31,937,587      31,589,219      30,453,753                    
Retained earnings, end of year
    $33,370,969     $31,937,587     $31,589,219                    
Income per common share (Note 1)
    $.71     $.17     $.56                    
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,  **2006** 2005 2004
Net income
    $1,433,382     $348,368     $1,135,466                    
Other comprehensive income, net of tax
            
Unrealized gain (loss) on available-for-sale securities, net of taxes (benefit) of ($584,000), ($3,000), and $55,000 for the fiscal years 2006, 2005 and 2004, respectively
     878,040      (6,298)     250,275 
Reclassification adjustment
     (2,010,556)     —      (94,614)                   
Net change in comprehensive income
     (1,132,516)     (6,298)     155,661                    
Comprehensive income
    $300,866     $342,070     $1,291,127                                
See Notes to Consolidated Financial Statements.

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J.W. MAYS,  INC.**Consolidated  Statements of Cash Flows**
  Years Ended July 31,  **2006** 2005 2004
Cash Flows From Operating Activities
            
Net Income
    $1,433,382     $348,368     $1,135,466 
Adjustments to reconcile net income to net cash provided by operating activities:
            
Deferred income taxes
     (149,000)     (46,000)     22,000 
Realized (gain) on marketable securities
     (2,010,556)     —      (94,614)
(Gain) loss on disposition of equipment
     —      (3,739)     4,353 
Depreciation and amortization
     1,544,419      1,464,883      1,317,522 
Amortization of deferred expenses
     474,691      310,695      519,058 
Other assets—deferred expenses
     (292,887)     (903,885)     (232,390)
                      —unbilled        receivables
     218,417      (106,318)     (68,854)
                      —receivables
     (6,267)     —      — 
Changes in:
            
Receivables
     54,993      40,215      252,088 
Prepaid expenses
     (170,108)     (19,951)     30,835 
Income taxes refundable
     234,616      (107,705)     83,471 
Accounts payable
     (3,631)     (22,042)     40,752 
Payroll and other accrued liabilities
     135,660      197,870      (149,933)
Income taxes payable
     794,314      —      — 
Other taxes payable
     457      424      500                    
Net cash provided by operating activities
     2,258,500      1,152,815      2,860,254                    
Cash Flows From Investing Activities
            
Acquisition of property and equipment
     (2,701,860)     (5,951,312)     (8,009,968)
Security deposits
     (46,083)     (162,813)     (244,029)
Marketable securities:
            
Receipts from sales or maturities
     2,710,554      —      1,877,354 
Payments for purchases
     (274)     (273)     (284)
Proceeds from sale of equipment
     —      7,478      16,500                    
Net cash (used) by investing activities
     (37,663)     (6,106,920)     (6,360,427)                   
Cash Flows From Financing Activities
            
Borrowings—security broker
     567,422      981,062      3,151,518 
Payments—security broker
     (567,422)     (2,415,087)     (1,717,493)
Increase—security deposits
     47,758      234,012      168,070 
Borrowings—mortgage and other debt
     559,009      6,720,000      1,350,000 
Payments—mortgage and other debt payments
     (1,015,173)     (646,274)     (711,077)                   
Net cash provided (used) by financing activities
     (408,406)     4,873,713      2,241,018                    
Net increase (decrease) in cash and cash equivalents
     1,812,431      (80,392)     (1,259,155)
Cash and cash equivalents at beginning of year
     522,897      603,289      1,862,444                    
Cash and cash equivalents at end of year
    $2,335,328     $522,897     $603,289                                
See Notes to Consolidated Financial Statements.

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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 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 endedJuly 31, 2006.

      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, 2006 and 2005, there were no impairments of its property and equipment.

      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.

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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 2006, 2005 and 2004.

**2. Marketable Securities:**

      As of July 31, 2006 and 2005, the Company's marketable securities were classified as follows:
  **2006** 2005  **Cost** **GrossUnrealizedGains** **GrossUnrealizedLosses** **FairValue** Cost GrossUnrealizedGains GrossUnrealizedLosses FairValue
Current:
                                
Held-to-Maturity:Certificate of deposit
  $45,942   $—   $—   $45,942   $45,668   $—   $—   $45,668                                  
Non-current:
                                
Available-for-sale:Equity securities
  $110,252   $47,748   $—   $158,000   $810,250   $1,764,264   $—   $2,574,514                                                                  
      Investment income for the years ended July 31, 2006, 2005 and 2004 consists of the following:
  **2006** 2005 2004
Interest        income
    $28,037     $9,446     $14,085 
Dividend        income
     69,023      74,861      144,417 
Gain        on sale of securities
     2,010,556      —      94,614                    
Total
    $2,107,616     $84,307     $253,116                    
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**3. Long-Term Debt—Mortgages and Term Loan:**
          **July 31, 2006** July 31, 2005     CurrentAnnualInterestRate FinalPaymentDate **DueWithinOne Year** **DueAfterOne Year** DueWithinOne Year DueAfterOne Year
Mortgages:
                        
Jamaica, New York property
  (a)  5    %   4/01/07   $1,533,333   $—   $266,667   $1,533,333 
Jamaica, New York property
  (b)  6.98%   10/01/11    190,899    2,548,553    178,937    2,739,452 
Jowein building, Brooklyn, NY
  (c)  9    %   4/01/09    53,621    1,162,131    49,055    1,215,752 
Fishkill, New York property
  (d,e)  Variable   2/18/08    —    1,834,726    —    1,834,726 
Bond St. building, Brooklyn, NY
  (e)  Variable   2/18/08    —    3,379,009    —    2,820,000 
Term loan payable to bank
  (f)  6.50%   5/01/10    320,639    1,032,445    300,514    1,353,084 
Jowein building, Brooklyn, NY
  (g)  Variable   8/01/10    240,000    740,000    220,000    980,000                          
Total
          $2,338,492   $10,696,864   $1,015,173   $12,476,347                                                  
      (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. The outstanding balance of the loan, totaling $1,355,555, will become due and payable on April 1, 2007.

      (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 will become due and payable on October 1, 2006. The Company has the option to extend this loan for an additional five (5) years. The interest rate for the extended period will be 2.25% above the 5-year treasury rate in effect on the first maturity date. The Company exercised its option to extend the loan for the additional five (5) years. At the end of the five-year period there will be a balance due on the loan, which will be determined when the interest rate is finalized.

Payments are made, in arrears, on the first day of each and every month calculated during the ten (10) year period of the term loan, at the sum of the interest rate plus amortization sufficient to fully liquidate the loan over a fifteen (15) year period. 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 funds were used to purchase a one-half interest in a property that is part of the Company's Brooklyn, New York building (Bond Street building). The outstanding balance of the loan, totaling $1,056,007, will become due and payable on April 1, 2009.

      (d) On June 2, 1999, the existing first mortgage loan balance on the Fishkill, New York property was extended for a period of five years. Under the terms of the extension agreement, the annual interest rate was reduced from 9% to 8.25% and the interest and principal payments were made in constant monthly amounts based upon a fifteen (15) year payout period. On August 19, 2004 the Company extended the loan for an

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additional forty-two (42) months, with an option to convert the loan to a seven (7) year permanent mortgage loan. The payments for the extended period of forty-two (42) months will be interest only on the amount owing at a floating rate per annum equal to the one-month LIBOR rate plus 2.25%, but not less than 3.40%. The payments for the seven-year permanent mortgage loan would be on a seventeen (17) year level amortization, plus interest. The interest rate on the permanent loan would be 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. (See Note 3(e)).

      (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 also refinanced the existing mortgage on the Company's Fishkill, New York property which matured on July 1, 2004 (see Note 3(d)). The Company will have three 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 (the “First Permanent Loan”) (see Note 3(d)), b) a permanent subordinate mortgage loanin the amount $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 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 $1,834,726and took down an additional $2,820,000 for capital improvements for two tenants at the Company's Bond Street building in Brooklyn, New York. On May 9, 2006, the Company drew down an additional $559,009 on its multiple draw term loan to finance tenant improvements for the leasing of 13,026 square feet for office use at the Company's 9 Bond Street building in Brooklyn, New York. The total amount to be financed for tenant improvements and brokerage commissions will be $916,661. The outstanding balance as of July 31, 2006 was $5,213,735.

      (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 was used to finance the construction costs and brokerage commissions associated with the leasing of 28,801 square feet for office use to a tenant at the Company's Jowein building, in Brooklyn, New York. 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 will be 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 will be secured by the assignment of 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.

      Maturities of long-term debt-mortgages payable outstanding at July 31, 2006, are as follows: Years ending July 31, 2007 (included in current liabilities); $2,338,492; 2008; $6,059,828; 2009; $1,929,305; 2010; $802,616; 2011; $275,098; and 2012; $1,630,017.

      Interest paid to related parties for the three years ended July 31, 2006 was $111,840, $120,179, and $44,862, respectively.

11

**4. Income Taxes:**

      Significant components of the Company's deferred tax assets and liabilities as of July 31, 2006 and 2005 are a result of temporary differences related to the items described as follows:
  **2006** 2005  **DeferredTax Assets** **DeferredTax Liabilities** DeferredTax Assets DeferredTax Liabilities
Rental income received in advance
    $118,833     $—     $82,604     $— 
Unbilled receivables
     —      1,429,553      —      1,503,815 
Property and equipment
     —      999,764      —      1,048,421 
Unrealized gain on marketable securities
     —      16,234      —      599,850 
Other
     20,772      —      22,482      —                              $139,605     $2,445,551     $105,086     $3,152,086                                          
      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, 2006.

      Income taxes provided for the years ended July 31, 2006, 2005 and 2004 consist of the following:
   **2006** 2005 2004                    
Current:
                                
Federal
    $786,824     $218,665     $506,500                     
State and City
     289,449      170,335      258,500                     
Prior:
                                
State and City
     31,727      —      —                     
Deferred taxes (benefit)
     (149,000)     (46,000)     22,000                                         
Total provision
    $959,000     $343,000     $787,000                                                     
      Components of the deferred tax provision for the years ended July 31, 2006, 2005 and 2004 consist of the following:
   **2006** 2005 2004                    
Book depreciation (under) tax depreciation
    $(48,657)    $(57,105)    $(45,913)                    
Reduction (increase) of rental income received in advance
     (36,229)     (31,010)     32,239                     
Increase (decrease) in unbilled receivables
     (74,262)     36,149      23,410                     
Capital loss carry forward
     —      —      (8,506)                    
Increase in impairment of marketable securities
     —      —      16,962                     
Other
     10,148      5,966      3,808                                             $(149,000)    $(46,000)    $22,000                     
12

                                
      Taxes provided for the years ended July 31, 2006, 2005 and 2004 differ from amounts which would result from applying the federal statutory tax rate to pre-tax income, as follows:
   **2006** 2005 2004                    
Income before income taxes
    $2,392,382     $691,368     $1,922,466                     
Dividends received deduction
     (48,316)     (52,403)     (100,000)                    
Other-net
     (28,923)     6,962      11,100                                         
Adjusted pre-tax income
    $2,315,143     $645,927     $1,833,566                                         
Statutory rate
     34%      34%      34%                     
Income tax provision at statutory rate
    $787,150     $219,620     $623,420                     
State and City income taxes, net of federal income tax benefit
     171,850      123,380      163,580                                         
Income taxes provided
    $959,000     $343,000     $787,000                                                     
**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 25 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, 2006 was exceeded by sublease rental income, as follows:
   **2006** 2005 2004                    
Minimum rental expense
    $1,212,338     $1,119,336     $1,230,929                     
Contingent rental expense
     1,351,183      1,339,355      1,316,308                                              2,563,521      2,458,691      2,547,237                     
Sublease rental income
     7,248,000      6,947,617      7,580,001                                         
Excess of sublease income over expense
    $4,684,479     $4,488,926     $5,032,764                                                     
      Rent expense paid to an affiliate principally owned by certain directors of the Company totaled $273,300 for fiscal year ended July 31, 2006, and $169,800 for fiscal years ended July 31, 2005 and 2004. 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**                    
2007
       $1,747,765                     
2008
        1,747,765                     
2009
        1,689,947                     
2010
        1,349,925                     2011        890,237                     After 2011        9,107,391                                 
Total        required*
    $16,533,030                                         
      * Minimum payments have not been reduced by minimum sublease rentals of $37,297,209 under operating leases due in the future under non-cancelable leases.

13

**6. Rental Income:**

      Rental income for each of the fiscal years 2006, 2005 and 2004 is as follows:
   July 31,   **2006** 2005 2004                    
Minimum rentals
                                
Company owned property
    $5,634,643     $5,376,270     $5,418,020                     
Leased property
     6,378,907      6,048,649      6,391,641                                              12,013,550      11,424,919      11,809,661                                         
Contingent rentals
                                
Company owned property
     587,929      555,339      1,026,903                     
Leased property
     869,093      898,968      1,188,360                                              1,457,022      1,454,307      2,215,263                                         
Total
    $13,470,572     $12,879,226     $14,024,924                                                     
      Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:
 Fiscal      Year   **Company      Owned Property** **Leased      Property** **Total**                     
2007
       $5,627,108     $6,173,241     $11,800,349                      
2008
        5,149,060      5,973,969      11,123,029                      
2009
        4,822,465      5,671,534      10,493,999                      
2010
        4,337,370      5,090,825      9,428,195                      
2011
        2,972,273      3,932,875      6,905,148                      After 2011        3,493,417      10,454,765      13,948,182                                                   Total    $26,401,693     $37,297,209     $63,698,902                                                             
      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, 2006, and 2005 consist of the following:
   **2006** 2005                    
Payroll
    $160,870     $144,345                     
Interest
     90,560      76,931                     
Professional fees
     90,789      97,097                     
Rents received in advance
     349,508      242,953                     
Utilities
     61,600      57,400                     
Brokers commissions
     253,167      194,488                     
Construction costs
     105,712      188,000                     
Other
     157,372      132,704                                   
Total
    $1,269,578     $1,133,918               
14

                            
**8. Employee's Retirement Plan:**

      The Company sponsors a non-contributory Money Purchase Plan covering substantially all of its employees. Operations were charged $291,306, $287,777 and $265,174 as contributions to the Plan for fiscal years 2006, 2005 and 2004, 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,   **2006** 2005 2004                    
Interest paid, net of capitalized interest of $49,279 (2006) and $24,966 (2005)
    $942,537     $700,438     $539,414                     
Income taxes paid
    $93,530     $496,705     $681,529                                 
**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 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,      2006**   **CarryingValue** **FairValue**                    
Cash and cash equivalents
    $2,335,328     $2,335,328                     
Marketable securities
    $203,942     $203,942                     
Security deposits payable
    $1,039,097     $1,039,097                     
Mortgages, notes and term loan payable
    $14,035,356     $12,956,685                             
      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 high credit quality financial institutions and instruments to minimize risk.

      The Company derives rental income from forty-eight tenants, of which one tenant accounted for 16.85% and another tenant accounted for 13.23% of rental income during the year ended July 31, 2006. No other tenant accounted for more than 10% of rental income during the year ended July 31, 2006.

      The Company has two irrevocable letters of credit totaling $137,500 at July 31, 2006 and July 31, 2005, provided by two tenants.

15

**11. Deferred Charges:**

      Deferred charges for the fiscal years ended July 31, 2006 and 2005 consist of the following:
   **July 31, 2006** **July 31, 2005**   **Gross CarryingAmount** **Accumulated Amortization** **Gross CarryingAmount** **Accumulated Amortization**      
Leasing brokerage commissions
    $1,694,004     $673,038     $1,656,326     $537,918       
Professional fees for leasing
     368,510      216,291      429,836      265,178       
Financing costs
     683,780      411,781      625,115      344,914       
Other
     15,291      —      119,453      40,441                                 
Total
    $2,761,585     $1,301,110     $2,830,730     $1,188,451                                                 
      The aggregate amortization expense for the three years in the period ended July 31, 2006 was $474,691, $310,695, and $519,058, respectively.

      The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:
                          **FiscalYear**                              
2007
    $274,342                           
2008
    $213,775                           
2009
    $212,505                           
2010
    $206,479                           
2011
    $171,583                               
**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, 2006 and at July 31, 2005.

**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 is 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 interest paid for the years ended July 31, 2006 and 2005 was $75,000 and $46,875, respectively.

**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.

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 ShareholdersJ.W. Mays, Inc. and Subsidiaries

      We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. and subsidiaries as of July 31, 2006 and 2005, 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, 2006. 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, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2006, in conformity with U.S. generally accepted accounting principles.

D'ARCANGELO & CO., LLPPurchase, New YorkOctober 6, 2006

17

J.W. MAYS, INC.

**Five Year Summary of Consolidated Operations**(dollars in thousands except per share data)
  Years Ended July 31,  **2006** 2005 2004 2003 2002
Revenues
                    
Rental income
    $13,470     $12,879     $14,025     $13,120     $12,533 
Rental income-affiliated company
     —      —      —      70       462 
Recovery of real estate taxes
     196      —      —      —      69 
Gain (loss) on disposition of fixed assets
     —      4      (4)     —      —                                
Total revenues
     13,666      12,883      14,021      13,190      13,064                                
Expenses
                    
Real estate operating expenses
     7,855      7,321      7,716      6,915      6,025 
Administrative and general expenses
     3,011      2,764      2,771      2,930      2,600 
Bad debts (recovery)
     —      —      —      (163)     483 
Depreciation and amortization
     1,545      1,465      1,318      1,201      1,142                                
Total expenses
     12,411      11,550      11,805      10,883      10,250                                
Income from operations before investment income, interest expense, other expenses and income taxes
     1,255      1,333      2,216      2,307      2,814                                
Investment income, interest expense and other expenses:
                    
Loss on disposition of asset
     —      —      —      (80)     — 
Investment income
     2,108      84      253      300      233 
Interest expense
     (971)     (726)     (547)     (548)     (674)                                    1,137      (642)     (294)     (328)     (441)                               
Income before income taxes
     2,392      691      1,922      1,979      2,373 
Income taxes provided
     959      343      787      832      1,119                                
Net Income
    $1,433     $348     $1,135     $1,147     $1,254                                
Net income per common share
    $.71     $.17     $.56     $.57     $.62                                
Dividends per share
     —      —      —      —      —                                
Average common shares outstanding
     2,015,780      2,015,780      2,015,780      2,026,855      2,033,280                                                    
18

J.W. MAYS, INC.**Management's Discussion and Analysis of Financial Condition andResults of Operations**

**Fiscal 2006 Compared to Fiscal 2005**

      Net income for the year ended July 31, 2006 amounted to $1,433,382, or $.71 per share, compared to net income for the year ended July 31, 2005 of $348,368, or $.17 per share.

      Revenues in the current year increased to $13,166,177 from $12,882,965 in the comparable 2005 fiscal year. The increase in revenues was due to the Company's leasing to three office tenants at its Jowein building in Brooklyn, New York, the leasing to a retail tenant at its Jamaica, New York building, the recovery of real estate taxes, partially offset by two retail tenants vacating the Jamaica, New York building and the office tenant vacating the Fishkill, New York building.

      The recovery of real estate taxes in the current year in the amount of $195,605, net of legal expenses, represents prior years' real estate taxes from two of the Company's properties.

      Real estate operating expenses in the current year increased to $7,855,318 from $7,321,272 in the comparable 2005 year primarily due to increases in rental expense, real estate taxes, maintenance costs, utility costs, leasing commissions and licenses and permits, partially offset by decreases in insurance costs.

      Administrative and general expenses in the current year increased to $3,011,080 from $2,764,210 in the comparable 2005 year primarily due to increases in payroll costs, insurance costs, legal and professional costs, and bad debt expense due to a tenant vacating the Company's Jamaica, New York building.

      Depreciation and amortization expense in the current year increased to $1,544,419 from $1,464,883 in the comparable 2005 year primarily due to depreciation on the additional improvements to the Brooklyn, New York and the Jamaica, New York properties and acquisitions of the three parcels in Brooklyn, New York.

      Investment income exceeded interest expense and other expenses by $1,137,022 in fiscal 2006, and was exceeded by interest expense and other expenses by $641,232 in the comparable 2005 year. The investment income increase 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, scheduled repayments of debt, partially offset by increased interest expense on the additional loans and increases in interest rates with banks and a note payable from a director.

**Fiscal 2005 Compared to Fiscal 2004**

      Net income for the year ended July 31, 2005 amounted to $348,368, or $.17 per share, compared to net income for the year ended July 31, 2004 of $1,135,466, or $.56 per share.

      Revenues in fiscal 2005 decreased to $12,882,965 from $14,020,571 in the comparable 2004 fiscal year. The decrease in revenues was due to the New York City Department of Finance vacating the Company's Jowein building in Brooklyn, New York in June 2004, and the tenant vacating the Levittown, New York premises in September 2004, partially offset by the revenues from the Company's leasing to two office tenants at its Bond Street building in Brooklyn, New York, the leasing to three office tenants at its Jowein building in Brooklyn, New York, and the leasing to a retail tenant at its Jamaica, New York building.

      Real estate operating expenses in fiscal 2005 decreased to $7,321,272 from $7,715,493 in the comparable 2004 year primarily due to decreases in rental expense, insurance costs, maintenance costs, leasing commissions and licenses and permits, partially offset by increases in real estate taxes, payroll costs, and utility costs.

      Administrative and general expenses in fiscal 2005 decreased to $2,764,210 from $2,771,106 in the comparable 2004 year primarily due to decreases in medical costs and legal and professional costs, partially offset by an increase in payroll costs.

      Depreciation and amortization expense in fiscal 2005 increased to $1,464,883 from $1,317,522 in the comparable 2004 year primarily due to depreciation on the additional improvements to the Brooklyn, New York and the Jamaica, New York properties and acquisitions of the three parcels in Brooklyn, New York.

      Interest expense and other expenses exceeded investment income by $641,232 in fiscal 2005 and by $293,984 in the comparable 2004 year. The increase was due primarily to increased interest expense on the

19

additional loans with banks, a note payable from a director, a decrease in income due to the gains on the sale of the Company's marketable securities in the 2004 year, and a decrease in dividend income due to the sale of the Company's marketable securities, partially offset by scheduled repayments of debt.

      The income tax provision for the year ended July 31, 2005 is approximately fifty percent of income before income taxes, compared to approximately forty-one percent in the year ended July 31, 2004. The increase in the tax percent was caused by the state and city tax provision in the year ended July 31, 2005 being based on capital and in the year ended July 31, 2004, it was based on income.

**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 $2,335,328 at July 31, 2006.

      In March 2005 and in October 2005, the Company leased 15,000 square feet and 10,000 square feet, respectively, for office use to two tenants at the Company's Jowein building in Brooklyn, New York. This space was a portion of the space previously leased to the City of New York Department of Finance, which vacated the premises in June 2004. Rent commenced in October 2005 for both tenants. The Company also leased 13,026 square feet for office use to a tenant in the Company's 9 Bond Street building in Brooklyn, New York. Rent commenced in August 2006.

      The Company, in August 2005, entered into two lease agreements with an existing tenant at the Company's 9 Bond Street building in Brooklyn, New York. One lease agreement is for 12,000 square feet and will be used for offices and the rent commenced in March 2006. The other lease agreement is for 2,505 square feet and will be used as part of the tenant's retail operation, and rent commenced in November 2005. The Company, in March 2006, leased an additional 7,411 square feet to this same tenant for office space at the Company's 9 Bond Street building in Brooklyn, New York. Rent commenced in October 2006.

      The Company was informed by a tenant, who occupies 47,100 square feet of rental space at its Jamaica, New York property, that the tenant would not be exercising its option to extend its lease agreement. The tenant vacated the premises on February 28, 2006. The annual loss in rental income to the Company will be approximately $600,000. The Company was informed by a tenant at the Company's Jamaica, New York property of its intention to vacate the premises in June 2006. The annual loss in rental income from this tenant is approximately $300,000.

      The lease with the tenant that leased the entire premises at the Company's Circleville, Ohio building, under a triple-net lease, lease extension and modification expired September 30, 2005. The tenant entered into a further lease extension and modification agreement for part of the premises, 75,000 square feet, for a period of five years, with a right to cancel after three years, to expire on November 11, 2010. The Company has engaged brokers to pursue tenants for the remaining 118,000 square feet of space available for leasing. The Company is also considering selling its Circleville, Ohio property in order to produce additional working capital in case additional capital requirements becomes necessary.

      On October 11, 2005, a tenant in our Jowein building filed for Chapter 11 protection. This tenant accounted for 5% of our annual income for the year ended July 31, 2006. Pursuant to an amendment to the lease and the assumption and assignment of the lease to PLVTZ, LLC and the Pride Capital Group (d/b/a Great American Group) (“PLVTZ”), the Company has assigned the Lease to PLVTZ and reduced the rent payable under the lease by 12% for the first year ($84,905) commencing April 1, 2006 (“Commencement Date”), and 10% during the second year ($70,754) after the Commencement Date. In addition, the Company has agreed to waive certain pre-petition arrears owed by the tenant ($49,427).

      The tenant at the Company's Fishkill, New York property, whose lease expired on November 26, 2005, did not renew the lease and vacated the premises. The annual loss in rental income from this tenant is approximately $180,000. The Company is actively seeking, through brokers, tenants to occupy the vacated space.

      On May 9, 2006, the Company drew down an additional $559,009 on its multiple draw term loan, to finance tenant improvements for the leasing of 13,026 square feet for office use at the Company's 9 Bond Street building

20

in Brooklyn, New York. The total amount to be financed for tenant improvements and brokerage commissions will be $916,661. (See Note 3(e) to the Consolidated Financial Statements).

      In August and September 2006, the Company entered into three additional lease agreements. Two of the lease agreements were for retail use at the Company's Jamaica, New York building. One tenant leased 47,100 square feet and the other tenant leased 28,335 square feet. These tenants replaced the tenants who vacated the premises in February 2006 and June 2006, respectively. Rent is anticipated to commence in June 2007 and November 2006, respectively. The rental income from these lease agreements will more than offset the rental income lost from the previous tenants. The third lease agreement is for 10,000 square feet and will be used for office space at the Company's Jowein building in Brooklyn, New York. Rent is anticipated to commence in November 2006. The cost of construction to the Company for these tenants willbe minor.

**Contractual Obligations:**

      At July 31, 2006, the Company had certain contractual cash obligations, as set forth in the following tables:
  Payment Due by PeriodContractual CashObligations Total Less than 1Year 1-3Years 4-5Years After 5Years
Mortgages payable
    $13,035,356     $2,338,492     $7,989,133     $1,077,714     $1,630,017 
Note payable
     1,000,000      —      1,000,000      —      — 
Security deposits payable
     1,039,097      8,297      21,204      553,138      456,458 
Operating leases
     16,533,030      1,747,765      3,437,712      2,240,162      9,107,391                                
Total contractual cash obligations
    $31,607,483     $4,094,554     $12,448,049     $3,871,014     $11,193,866                                                    
**Cash Flows From Operating Activities:**

      *Prepaid Expenses:*Expenditures for the year ended July 31, 2006 increased by $167,764 compared to the period ended July 31, 2005, due to increases in real estate taxes and insurance premiums paid.

      *Deferred Expenses:*The Company had expenditures for brokerage commissions in the year ended July 31, 2006, in the amount of $209,578, relating to tenants at its Brooklyn, New York properties.

      *Payroll and Other Accrued Liabilities:*The Company paid $150,899 for commissions incurred in order to lease space at the Company's properties in the year ended July 31, 2006. The original amount of the brokerage commissions was $1,302,243. As of July 31, 2006, $1,049,076 had been paid. The Company also incurred additional brokerage commissions in the amount of $209,578 relating to two tenants.

**Cash Flows From Investing Activities:**

      The Company had expenditures of $530,557 for the year ended July 31, 2006 for the renovation of 15,000 square feet for office space for a tenant at its Jowein building in Brooklyn, New York. The cost of the project was $1,054,989 and was completed in September 2005.

      The Company had expenditures of $266,820 for the year ended July 31, 2006 for the renovations to an existing tenant at the Company's Jamaica, New York property. The tenant was on a month to month lease agreement and upon completion of the renovations the lease agreement became a ten-year lease with increased rental income. The total cost of the project was $276,820 and was completed in December 2005.

      The Company had expenditures of $1,075,000 for the year ended July 31, 2006 for the renovation of 13,026 square feet of office space for a tenant at its 9 Bond Street building in Brooklyn, New York. The cost of the project was $1,075,000 and was completed in June 2006.

**Cash Flows From Financing Activities:**

      *Borrowing:*The Company drew down an additional $559,009 on its multiple draw term loan, to finance tenant improvements for the leasing of 13,026 square feet for office use at the Company's 9 Bond Street building in Brooklyn, New York. The total amount to be financed for tenant improvements and brokerage commissions will be $916,661. (See Note 3(e) to the Consolidated Financial Statements).

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      *Lease security:*The Company increased tenant security deposits by $114,946 due to the leasing of space to six tenants at the Company's Brooklyn, New York properties.

**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, 2006, 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, 2005 Jan. 31, 2006 Apr. 30, 2006 July 31, 2006   
Revenues
    $3,341       $3,387       $3,526       $3,412    
Revenues less expenses
     207        (41)       116        2,110    
Net income
     127        (58)       95        1,269    
Net income per common share
    $.06       $(.03)      $.05       $.63                       Three Months Ended   Oct. 31, 2004 Jan. 31, 2005 Apr. 30, 2005 July 31, 2005   
Revenues
    $3,157       $3,172       $3,177       $3,377    
Revenues less expenses
     222        12        72        385    
Net income
     115        36        43        154    
Net income per common share
    $.06       $.01       $.02       $.08                    
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 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.

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      The following is the sales price range per share of J.W. Mays, Inc. common stock during the fiscal years ended July 31, 2006 and 2005:
   Sales Price                    Three Months Ended High Low                    
October 31, 2005
    $17.390           $14.750                     
January 31, 2006
     17.900            16.150                     
April 30, 2006
     18.490            17.530                     
July 31, 2006
     18.450            18.000                     
October 31, 2004
    $14.100           $12.210                     
January 31, 2005
     16.100            13.500                     
April 30, 2005
     17.700            15.160                     
July 31, 2005
     16.760            15.020                             
      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 15, 2006, the Company had approximately 1,500 shareholders of record.

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J.W. MAYS, INC.

**Officers**
Lloyd J. Shulman    Chairman of the Board, Chief      Executive Officer and President and Chief Operating OfficerMark S. Greenblatt    Vice President and TreasurerWard N. Lyke, Jr.    Vice President and Assistant      TreasurerGeorge Silva    Vice President-OperationsSalvatore 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      LLPDean L. Ryder2,3,4,6    President, Putnam County National      BankJack Schwartz1,2,3,4,6    Private ConsultantLloyd J. Shulman1,3    Chairman of the Board, Chief      Executive Officer and President and Chief Operating Officer, J.W. Mays,      Inc.Sylvia W. Shulman3    RetiredLewis D. Siegel2,3,4,6    Senior Vice President-Investments,      Smith Barney Citigroup
**Committee Assignments Key:**

1  Member of Executive Committee2 Member of Audit Committee3 Member of Investment Advisory Committee4 Member of Executive Compensation Committee5 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 Reportto the Securities and Exchange Commissionfor the fiscal year ended July 31, 2006,will be furnished without charge toshareholders upon written requestto: Secretary, J.W. Mays, Inc.,9 Bond Street, Brooklyn, New York 11201-5805.

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