SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM
      10-K/A
Amendment No. 1

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

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

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

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



(Title of class)



(Title of class)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
  shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein and will not be contained, to the best of registrants knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.SNo delinquent filers

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer,
  accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

|                         |  |                           
|------------------------ |  | --------------------------
|Large accelerated filer£ |  | Accelerated filer£        
|Non-accelerated filerS   |  | Smaller reporting company£

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE

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





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Explanatory Note
J.W. Mays, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended July 31, 2008 for the purpose of revising its disclosure under "Item 9A. Controls and
Procedures," the complete text of which is contained herein and certain additional disclosures in the certifications contained in Exhibits 31.1 and 31.2 and a conforming change to Exhibit 32. Except as discussed in this Explanatory Note, no other
changes have been made to the original filing of the Form 10-K.

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Item 9A. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures.
The Companys management reviewed the Companys internal controls and procedures and the effectiveness of these controls. As of July 31, 2008, the Company carried out an evaluation, under the supervision and
  with the participation of the Companys management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and
  procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure
  controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings.

(b)
      Changes to internal  control over financial reporting.

There
    was no change in the Companys internal control 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 control over financial reporting. There were no significant deficiencies
    or material weaknesses, and therefore there were no corrective actions taken.

(c) Management's annual report on internal
control over financial reporting.

The Company's management is responsible
    for establishing and maintaining adequate internal control over financial
    reporting as such term is defined in Rule 13(a)-15(f). Our internal control
    system has been designed to provide reasonable assurance to the Company's
    management and its Board of Directors regarding the preparation and fair
    presentation of published financial statements. All internal control systems,
    no matter how well designed, have inherent limitations. Even those systems
    that have been determined to be effective can provide only reasonable assurance
    with respect to financial statement preparation and presentation. The Company's
    management assessed the effectiveness of our internal control over financial
    reporting as of July 31, 2008. In making this assessment, the Company's management
    used the criteria set forth by the Committee Sponsoring Organizations of
    the Treadway Commission in Internal Control  Integrated Framework Guidance
    for Small Public Companies. Based on the Company's assessments, we believe
    that, as of July 31, 2008, its internal control over financial reporting
is effective based on these criteria.

This Annual Report does not include an attestation
    report of our registered public accounting firm regarding internal control
over financial reporting.

The Company's management report was not
    subject to attestation by our registered public accounting firm pursuant
    to temporary rules of the Securities and Exchange Commission that permit
the Company to provide only management's report in this Annual Report.


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 control over financial reporting remain at
    a high level  despite the limited number of accounting department personnel.


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


(31)
    Certifications pursuant
    to Section 302 of the Sarbanes-Oxley Act of 200231.1  Chief Executive Officer31.2  Chief Financial Officer(32)
    Certification pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002; 18 U.S.C. Sect. 1350.
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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)November
    17,
    2008
By:
    
    /s/ LLOYDJ. SHULMAN
    
    Lloyd J. ShulmanChairman of the BoardPrincipal Executive OfficerPresidentPrincipal Operating OfficerNovember
17, 2008
By:
    
    /s/ MARKS. GREENBLATT
    
    Mark S. GreenblattVice President and TreasurerPrincipal Financial OfficerNovember
17, 2008
By:
    
    /s/ WARDN. LYKE, JR.
    
    Ward N. Lyke, Jr.Vice Presidentand Assistant TreasurerPursuant 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/s/ LLOYDJ. SHULMAN
    
    Lloyd J. Shulman
    
    Chairman of the Board, Chief ExecutiveOfficer, President, Chief OperatingOfficer and Director
    
    November
    17, 2008/s/ MARKS. GREENBLATT
    
    Mark S. Greenblatt
    
    Vice President, Treasurer and Director
    
    November
    17, 2008/s/ LANCED. MYERS
    
    Lance D. Myers
    
    Director
    
    November
    17, 2008/s/ DEANL. RYDER
    
    Dean L. Ryder
    
    Director
    
    November
    17, 2008/s/ JACKSCHWARTZ
    
    Jack Schwartz
    
    Director
    
    November
    17, 2008/s/ SYLVIAW. SHULMAN
    
    Sylvia W. Shulman
    
    Director
    
    November
    17, 2008/s/ LEWISD. SIEGEL
    
    Lewis D. Siegel
    
    Director
    
    November
    17, 20084

Exhibit Index to Form 10-K/A 
Amendment No. 1
(31)       Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act  1 and 2
(32)       Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

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