================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

         [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the Fiscal Year Ended: July 31, 2001

                                       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                            (I.R.S. Employer
    incorporation or organization)                           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

             None                                        None

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

                      Common Stock, par value $1 per share
                                (Title of Class)

     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 Regulation 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. [X] No delinquent filers.

     The aggregate market value of voting stock held by nonaffiliates of the
registrant was approximately $5,218,144 as of September 21, 2001 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 21, 2001 was 2,033,280.

                       DOCUMENTS INCORPORATED BY REFERENCE

<TABLE>
<CAPTION>

                                                                          Part of Form 10-K
                                                                        in which the Document
                            Document                                       is incorporated
                            --------                                       ---------------
<S>                                                                         <C>
Annual Report to Shareholders for Fiscal Year Ended July 31, 2001           Parts I and II
Definitive Proxy Statement for the 2001 Annual Meeting of Shareholders         Part III
</TABLE>

================================================================================


<PAGE>


                                J. W. MAYS, INC.

                FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2001


                                TABLE OF CONTENTS


PART I                                                                      PAGE
                                                                            ----
     Item 1.  Business ....................................................    3

     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

     Item 6.  Selected Financial Data .....................................    8

     Item 7.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations .......................    8

     Item 8.  Financial Statements and Supplementary Data .................    8

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


PART III

     Item 10. Directors and Executive Officers of the Registrant ..........    9

     Item 11. Executive Compensation ......................................    9

     Item 12. Security Ownership of Certain Beneficial Owners and
                Management ................................................    9

     Item 13. Certain Relationships and Related Transactions ..............    9


PART IV

     Item 14. Exhibits, Financial Statement Schedules, and Reports on
                Form 8-K ..................................................    9



                                       2
<PAGE>


                                     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 29 employees and has a contract with a
union covering rates of pay, hours of employment and other conditions of
employment for approximately 17% of its employees. The Company considers that
its labor relations with its employees and union are good.


ITEM 2.  PROPERTIES.

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

                                                                     APPROXIMATE
                              LOCATION                               SQUARE FEET
                              --------                               -----------

1. Brooklyn, New York
     Fulton Street at Bond Street ..................................   380,000

2. Brooklyn, New York
     Jowein building
     Fulton Street and 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 ............................................    85,800

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-Schermehorn 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 6 to the Consolidated Financial Statements
contained in the 2001 Annual Report to Shareholders, incorporated herein by
reference. The properties owned which are held subject to mortgage are the
Jowein building, Jamaica building, Fishkill property and the Ohio property.



                                        3
<PAGE>


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

     15% of the premises is leased by the Company under eight separate leases.
     Expiration dates are as follows: 4/30/2011 (5 leases); 6/30/2011 (1 lease);
     and 12/8/2013 (1 lease) which has two thirty-year renewal options through
     12/8/2073. A lease of which the Company owns 2/3 of the premises, expired
     1/31/2001. The rental on this property is continuing on a month to month
     basis with negotiations with the party having the 1/3 interest in progress.
     There are no present plans for additional improvements of this property.

     The property is currently leased to eight tenants of which six are retail
     tenants and two occupy office space. One tenant occupies in excess of 10%
     of the rentable square footage (26.11%). This tenant subleases to a flea
     market, department store, shoe store, fast food restaurant and various
     other retail shops. The lease expires April 30, 2011 with no renewal
     options.

              OCCUPANCY                 LEASE EXPIRATION
          ----------------      -------------------------------
            YEAR                   YEAR     NUMBER OF    AREA
           ENDED     RATE         ENDED      LEASES     SQ. FT.
          -------   ------      ---------   ---------   -------
          7/31/97   28.77%      7/31/2003       1            63
          7/31/98   28.77%      7/31/2004       1         1,140
          7/31/99   31.57%      7/31/2005       1         2,140
          7/31/00   31.57%      7/31/2006       2         3,718
          7/31/01   31.57%      7/31/2009       1         3,080
                                7/31/2011       2       109,819
                                                -       -------
                                                8       119,960
                                                -       -------

     As of July 31, 2001 the federal tax basis is $9,566,805 with accumulated
     depreciation of $5,105,001 for a net carrying value of $4,461,804. The life
     taken for depreciation varies between 18-40 years and the methods used are
     the straight-line and the declining balance.

     The real estate taxes for this property are $722,340 and the rate used is
     averaged at $9.768 per $100 of assessed valuation.

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

     Approximately 50% of the premises is owned and 50% is leased. The lease is
     with one landlord and expires April 30, 2010. There are no renewal options.
     There are no present plans for additional improvements of this property.
     Approximately 290,000 square feet of the property is currently leased to
     twelve tenants of which six are retail stores, three are fast food
     restaurants and three leases are for office space. One tenant is a New York
     City agency which occupies in excess of 10% of the rentable square footage
     (33.33%). The lease expires April 29, 2010 with no renewal options.
     Approximately 100,000 square feet of the building is available for lease.

              OCCUPANCY                 LEASE EXPIRATION
          ----------------      -------------------------------
            YEAR                   YEAR     NUMBER OF    AREA
           ENDED     RATE         ENDED      LEASES     SQ. FT.
          -------   ------      ---------   ---------   -------
          7/31/97   65.19%      7/31/2004       1        23,603
          7/31/98   65.19%      7/31/2006       1         8,000
          7/31/99   65.19%      7/31/2007       1         5,500
          7/31/00   65.21%      7/31/2010       8       252,138
          7/31/01   67.38%      7/31/2011       1           500
                                               --       -------
                                               12       289,741
                                               --       -------

     As of July 31, 2001 the federal tax basis is $10,247,740 with accumulated
     depreciation of $5,807,496 for a net carrying value of $4,440,244. The life
     taken for depreciation varies between 18-40 years and the methods used are
     the straight-line and the declining balance.

     The real estate taxes for this property are $923,868 and the rate used is
     averaged at $9.768 per $100 of assessed valuation.



                                        4
<PAGE>


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

     The building is owned and the fee leased from an affiliated company. The
     lease expires July 31, 2027. 42,250 square feet on one floor of the
     premises was renovated for office space for a new tenant. Occupancy
     commenced May 1, 2001. The property is currently leased to ten tenants:
     five are retail tenants and five for office space. Four tenants each occupy
     in excess of 10% of the rentable square footage: one, a department store
     that occupies 27.35% with a lease that expires August 31, 2005 and has one
     five-year renewal option; another, 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 no present plans for additional
     improvements of this property.

              OCCUPANCY                 LEASE EXPIRATION
          ----------------      -------------------------------
            YEAR                   YEAR     NUMBER OF    AREA
           ENDED     RATE         ENDED      LEASES     SQ. FT.
          -------   ------      ---------   ---------   -------
          7/31/97   59.59%      7/31/2002       1         2,680
          7/31/98   62.34%      7/31/2006       2       128,342
          7/31/99   62.34%      7/31/2007       4        57,307
          7/31/00   62.34%      7/31/2008       2         8,021
          7/31/01   80.34%      7/31/2011       1        42,250
                                               --       -------
                                               10       238,600
                                               --       -------

     As of July 31, 2001 the federal tax basis is $15,705,353 with accumulated
     depreciation of $6,022,593 for a net carrying value of $9,682,760. The life
     taken for depreciation varies between 18-40 years and the methods used are
     the straight-line and the declining balance.

     The real estate taxes for this property are $272,793 and the rate used is
     averaged at $9.768 per $100 of assessed valuation.

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

     The Company owns the entire premises. There are no present plans for the
     additional improvements of this property. Approximately 26,000 square feet
     are leased to one tenant for office space and approximately 177,000 square
     feet of the building are available for lease.

              OCCUPANCY                 LEASE EXPIRATION
          ----------------      -------------------------------
            YEAR                   YEAR     NUMBER OF    AREA
           ENDED     RATE         ENDED      LEASES     SQ. FT.
          -------   ------      ---------   ---------   -------
          7/31/97   12.28%      7/31/2006       1        25,915
          7/31/98   12.28%
          7/31/99   12.28%
          7/31/00   12.28%
          7/31/01   12.28%

     As of July 31, 2001 the federal tax basis is $9,517,653 with accumulated
     depreciation of $5,815,851 for a net carrying value of $3,701,802. The life
     taken for depreciation varies between 18-40 years and the methods used are
     the straight-line and the declining balance.

     The real estate taxes for this property are $125,272 and the rate used is
     averaged at $3.39 per $100 of assessed valuation.



                                        5
<PAGE>


5.   Levittown, New York--Hempstead Turnpike

     The Company owns the entire premises. There are no present plans for
     additional improvements of this property. The property is currently leased
     to one tenant that operates the premises as a game room and fast food
     restaurant. The lease expires September 30, 2004 with one five year renewal
     option.

              OCCUPANCY                 LEASE EXPIRATION
          ----------------      -------------------------------
            YEAR                   YEAR     NUMBER OF    AREA
           ENDED     RATE         ENDED      LEASES     SQ. FT.
          -------   ------      ---------   ---------   -------
          7/31/97    100%       7/31/2005    Building    15,243
          7/31/98    100%                      Land      70,557
          7/31/99    100%                       1        85,800
          7/31/00    100%
          7/31/01    100%

     As of July 31, 2001 the federal tax basis is $273,550 with accumulated
     depreciation of $269,698 for a net carrying value of $3,852. The life taken
     for depreciation varies between 18-40 years and the methods used are the
     straight-line and the declining balance.

     The real estate taxes for this property are $120,315 and the rate used is
     averaged at $115.01 per $100 of assessed valuation.

6.   Massapequa, New York--Sunrise Highway

     The Company leases the entire premises under one lease. The lease expires
     May 14, 2009. There are no renewal options. There are no present plans for
     additional improvements of this property. The property is currently
     sub-leased to two tenants; one, a gasoline service station and the other, a
     bank. Each of these tenants occupies in excess of 10% of the rentable
     square footage. The gasoline service station lease expires April 29, 2009
     with no renewal options. The sub-lease to the bank expires May 14, 2009
     with no renewal options.

              OCCUPANCY                 LEASE EXPIRATION
          ----------------      -------------------------------
            YEAR                   YEAR     NUMBER OF    AREA
           ENDED     RATE         ENDED      LEASES     SQ. FT.
          -------   ------      ---------   ---------   -------
          7/31/97    100%       7/31/2009       2       133,400
          7/31/98    100%
          7/31/99    100%
          7/31/00    100%
          7/31/01    100%

     The real estate taxes for this property are $320,820 and the rate used is
     averaged at $101.13 per $100 of assessed valuation.

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



                                        6
<PAGE>


7.   Circleville, Ohio--Tarlton Road

     The Company owns the entire premises. There are no present plans for
     additional improvements of this property. The entire property is currently
     leased to one tenant. The tenant is a manufacturer and uses these premises
     as a warehouse and distribution facility. The lease expires September 30,
     2002. There are three five year renewal options.

              OCCUPANCY                 LEASE EXPIRATION
          ----------------      -------------------------------
            YEAR                   YEAR     NUMBER OF    AREA
           ENDED     RATE         ENDED      LEASES     SQ. FT.
          -------   ------      ---------   ---------   -------
          7/31/97    100%       7/31/2003       1       193,350
          7/31/98    100%
          7/31/99    100%
          7/31/00    100%
          7/31/01    100%

     As of July 31, 2001 the federal tax basis is $4,388,456 with accumulated
     depreciation of $1,201,601 for a net carrying value of $3,186,855. The life
     taken for depreciation varies between 18-40 years and the methods used are
     the straight-line and the declining balance.

     The real estate taxes for this property are $45,860 and the rate used is
     averaged at $34.97 per $1,000 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 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 referred to
          in the preceding paragraph, and are in full use.

               (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 11 to the Consolidated Financial Statements of the 2001 Annual
     Report to Shareholders, which information is incorporated herein by
     reference, for information concerning the tenant, 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.


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.



                                        7
<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT

     The following information is furnished with respect to each Executive
Officer of the Registrant (each of whom is elected annually) whose present term
of office will expire upon the election and qualification of his successor:

                                                                  FIRST BECAME
                                    BUSINESS EXPERIENCE DURING    SUCH OFFICER
            NAME              AGE      THE PAST FIVE YEARS         OR DIRECTOR
            ----              ---   --------------------------    ------------
     Lloyd J. Shulman ......   59   President                    November, 1978
                                    Co-Chairman of the Board
                                      and President              June, 1995
                                    Chairman of the Board and
                                      President                  November, 1996
                                    Director                     November, 1977

     Alex Slobodin .........   86   Executive Vice President     November, 1965
                                    Treasurer                    September, 1955
                                    Director                     November, 1963

     Mark Greenblatt .......   47   Vice President               August, 2000
                                    Assistant Treasurer          November, 1987

     Ward N. Lyke, Jr. .....   50   Vice President               February, 1984

     George Silva ..........   51   Vice President               March, 1995

     All of the above mentioned officers have been appointed as such by the
directors and, except for Mr. Greenblatt, 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.

     The information appearing under the heading "Common Stock and Dividend
Information" on page 21 of the Registrant's 2001 Annual Report to Shareholders
is incorporated herein by reference.


ITEM 6.  SELECTED FINANCIAL DATA.

     The information appearing under the heading "Summary of Selected Financial
Data" on page 2 of the Registrant's 2001 Annual Report to Shareholders is
incorporated herein by reference.


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" on pages 18 through
20 of the Registrant's 2001 Annual Report to Shareholders is incorporated herein
by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Registrant's Consolidated Financial Statements, together with the
report of D'Arcangelo & Co., LLP, Independent Auditors, dated October 11, 2001,
appearing on pages 4 through 16 of the Registrant's 2001 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, 7 and 8 hereof, the 2001 Annual Report to Shareholders is not to
be deemed filed as part of this Form 10-K Annual Report.



                                        8
<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

     Response to that part of this item relating to Disagreements with
Accountants and Financial Disclosures--None.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information relating to directors of the Registrant is contained in the
Definitive Proxy Statement for the 2001 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 2001 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 2001 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" and "Certain Relationships and Related
Transactions" in the Definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders and such information is incorporated herein by reference.


                                     PART IV

ITEM 14. 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 Auditors, dated October 11, 2001, set forth
               on pages 4 through 16 of the Registrant's 2001 Annual Report to
               Shareholders.

          2.   See accompanying Index to Registrant's Financial Statements and
               Schedules.



                                        9
<PAGE>


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.

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

     (9)  Voting trust agreement--not applicable.

     (10) Material contracts:

          (i)   Agreement of Lease dated March 29, 1990 pursuant to which the
                basement and a portion of the street floor, approximately 32% of
                the total area of the Registrant's former Jamaica store, has
                been leased to a tenant for retail space, incorporated by
                reference to Registrant's Form 10-K dated October 29, 1990.

          (ii)  Agreement of Lease dated July 5, 1990, as amended February 25,
                1992, pursuant to which a portion of the street floor and
                basement, approximately 35% of the total area of the
                Registrant's former Brooklyn store, has been leased to a tenant
                for the retail sale of general merchandise and for a restaurant,
                incorporated by reference to Registrant's Form 10-K dated
                October 29, 1990.

          (iii) 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.

     (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.

     (99) Additional exhibits--none.

(b)  Reports on Form 8-K--No reports on Form 8-K were required to be filed by
     the Registrant during the three months ended July 31, 2001.



                                       10
<PAGE>


                                   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 17, 2001                By:       LLOYD J. SHULMAN
                                          -----------------------------
                                                Lloyd J. Shulman
                                             Chairman of the Board
                                          Principal Executive Officer
                                                  President
                                         Principal Operating Officer


      October 17, 2001                By:        ALEX SLOBODIN
                                          -----------------------------
                                                 Alex Slobodin
                                           Executive Vice President
                                                 and Treasurer
                                          Principal Financial Officer


      October 17, 2001                By:       MARK GREENBLATT
                                          -----------------------------
                                                Mark Greenblatt
                                                 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          Chairman of the Board,          October 17, 2001
-----------------------------     Chief Executive Officer,
      Lloyd J. Shulman            President, Chief Operating
                                  Officer and Director


        ALEX SLOBODIN           Executive Vice President,       October 17, 2001
-----------------------------     Treasurer and Director
        Alex Slobodin


       LANCE D. MYERS           Director                        October 17, 2001
-----------------------------
       Lance D. Myers


        DEAN L. RYDER           Director                        October 17, 2001
-----------------------------
        Dean L. Ryder


        JACK SCHWARTZ           Director                        October 17, 2001
-----------------------------
        Jack Schwartz


      SYLVIA W. SHULMAN         Director                        October 17, 2001
-----------------------------
      Sylvia W. Shulman


       LEWIS D. SIEGEL          Director                        October 17, 2001
-----------------------------
       Lewis D. Siegel



                                       11
<PAGE>


            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, 2001, which are
incorporated herein by reference:

     Report of Independent Auditors (page 16)

     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 8-15)


                                                                            PAGE
                                                                            ----
     Financial Statement Schedules:

          Report of Independent Auditors ................................     12
      II  Valuation and Qualifying Accounts .............................     13
      III Real Estate and Accumulated Depreciation ......................     14

     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 AUDITORS ON FINANCIAL STATEMENT SCHEDULES


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

     We have audited the consolidated financial statements of J. W. Mays, Inc.
and subsidiaries as of July 31, 2001 and 2000, and for the three years ended
July 31, 2001 and have issued our report thereon dated October 11, 2001; such
consolidated financial statements and report 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 listed in
Item 14(a)2 of this Form 10-K. These consolidated financial statement schedules
are the responsibility of the Corporation'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 11, 2001



                                       12

<PAGE>

                                                                     SCHEDULE II

                                J. W. MAYS, INC.

                        VALUATION AND QUALIFYING ACCOUNTS


                                                       YEAR ENDED JULY 31,
                                                 ------------------------------
                                                   2001       2000       1999
                                                 --------   --------   --------
Allowance for net unrealized gains (losses)
  on marketable securities:

    Balance, beginning of period ..............  $ 95,117   $206,998   $423,879
    Additions (Reductions) ....................   685,761   (111,881)  (216,881)
                                                 --------   --------   --------
    Balance, end of period ....................  $780,878   $ 95,117   $206,998
                                                 ========   ========   ========

Deferred income tax asset
  valuation allowance:

    Balance, beginning of period ..............  $   --     $  9,171   $ 24,991
    (Reductions) ..............................      --       (9,171)   (15,820)
                                                 --------   --------   --------
    Balance, end of period ....................  $   --     $   --     $  9,171
                                                 ========   ========   ========



                                       13
<PAGE>


                                                                    SCHEDULE III

                                J. W. MAYS, INC.

                    REAL ESTATE AND ACCUMULATED DEPRECIATION

                                  JULY 31, 2001

<TABLE>
<CAPTION>
======================================================================================================
            COL. A              |    COL. B   |           COL. C          |          COL. D
--------------------------------|-------------|---------------------------|---------------------------
                                |             |                           |     COST CAPITALIZED
                                |             |  INITIAL COST TO COMPANY  | SUBSEQUENT TO ACQUISITION
                                |             |---------------------------|---------------------------
                                |    ENCUM-   |               BUILDING &  |                   CARRIED
         DESCRIPTION            |    BRANCES  |    LAND      IMPROVEMENTS | IMPROVEMENTS        COST
------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>           <C>            <C>              <C>
OFFICE AND RENTAL BUILDINGS
Brooklyn, New York
  Fulton Street at Bond Street ... $     --     $1,703,157    $ 3,862,454    $ 7,496,350      $  --
Jamaica, New York
  Jamaica Avenue at
  169th Street      5,166,667 ....       --      3,215,699     12,489,654           --           --
Fishkill, New York
  Route 9 at Interstate
  Highway 84 .....................  2,163,500      467,341      7,212,116      2,347,858         --
Brooklyn, New York
  Jowein Building
  Fulton Street and Elm Place ....    479,819     1,622,232       770,561      9,477,180         --
Levittown, New York
  Hempstead Turnpike                     --         95,256        200,560         72,990         --
Circleville, Ohio
  Tarlton Road ...................    489,858      120,849      4,388,456           --           --
                                   ----------   ----------    -----------    -----------      -------
    Total (A) .................... $8,299,844   $4,008,835    $19,649,846    $31,884,032      $  --
                                   ==========   ==========    ===========    ===========      =======


<CAPTION>
====================================================================================================================================
            COL. A                |               COL. E                   |    COL. F    |    COL. G    |  COL. H  |      COL. I
----------------------------------|----------------------------------------|--------------|--------------|----------|---------------
                                  |     GROSS AMOUNT AT WHICH CARRIED      |              |              |          | LIFE ON WHICH
                                  |           AT CLOSE OF PERIOD           |              |              |          |DEPRECIATION IN
                                  |----------------------------------------|              |              |          | LATEST INCOME
                                  |              BUILDING &                |  ACCUMULATED |   DATE OF    |   DATE   |  STATEMENT IS
         DESCRIPTION              |   LAND      IMPROVEMENTS      TOTAL    | DEPRECIATION | CONSTRUCTION | ACQUIRED |    COMPUTED
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>           <C>            <C>              <C>          <C>           <C>
OFFICE AND RENTAL BUILDINGS
Brooklyn, New York
  Fulton Street at Bond Street ... $1,703,157    $11,358,804   $13,061,961    $ 5,342,817      Various      Various       (1)(2)
Jamaica, New York
  Jamaica Avenue at
  169th Street      5,166,667 ....       --       15,705,353    15,705,353      5,974,308      1959         1959          (1)(2)
Fishkill, New York
  Route 9 at Interstate
  Highway 84 .....................    467,341      9,559,974    10,027,315      5,339,171      10/74        11/72         (1)
Brooklyn, New York
  Jowein Building
  Fulton Street and Elm Place ....  1,622,232     10,247,741    11,869,973      6,182,026      1915         1950          (1)(2)
Levittown, New York
  Hempstead Turnpike                   95,256        273,550       368,806        247,064      4/69         6/62          (1)
Circleville, Ohio
  Tarlton Road ...................    120,849      4,388,456     4,509,305        932,546      9/92         12/92         (1)
                                   ----------    -----------   -----------    -----------
    Total (A) .................... $4,008,835    $51,533,878   $55,542,713    $24,017,932
                                   ==========    ===========   ===========    ===========

----------------
(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 $827,886 and Accumulated
     Depreciation thereon of $589,536 at July 31, 2001.


<CAPTION>
                                                       YEAR ENDED JULY 31,
                                             ---------------------------------------
                                                 2001          2000          1999
                                             -----------   -----------   -----------
<S>                                          <C>           <C>           <C>
INVESTMENT IN REAL ESTATE
  Balance at Beginning of Year ............. $52,330,458   $50,621,497   $49,120,806
  Improvements .............................   3,212,255     1,708,961     1,500,691
                                             -----------   -----------   -----------
  Balance at End of Year ................... $55,542,713   $52,330,458   $50,621,497
                                             ===========   ===========   ===========

ACCUMULATED DEPRECIATION
  Balance at Beginning of Year ............. $22,991,895   $22,035,880   $21,097,162
  Additions Charged to Costs and Expenses ..   1,026,037       956,015       938,718
                                             -----------   -----------   -----------
  Balance at End of Year ................... $24,017,932   $22,991,895   $22,035,880
                                             ===========   ===========   ===========
</TABLE>


                                       14
<PAGE>


                           EXHIBIT INDEX TO FORM 10-K

(2)  Plan of acquisition, reorganization, arrangement, liquidation or
     succession--not applicable

(3)  (i)   Articles of incorporation--incorporated by reference

     (ii)  By-laws--incorporated by reference

     (iii) Amendment to By-Laws, effective November 1, 1999

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

(9)  Voting trust agreement--not applicable

(10) Material contracts--(i) through (iii) incorporated by reference

(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

(99) Additional exhibits--none


                                   EXHIBIT 13

             (COPY OF ANNUAL REPORT TO SHAREHOLDERS ATTACHED HERETO)

                         FISCAL YEAR ENDED JULY 31, 2001


                                   (NEXT PAGE)




                                   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)



                                       15