SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

|  |  |                                                                                                                                                                                                                             |  | 
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|S |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended: July 31, 2008                                                                                                 |  | 
|  |  | OR                                                                                                                                                                                                                          |  | 
|£ |  | 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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J.W. MAYS, INC.FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2008TABLE OF CONTENTS
Part I
    
    PageItem 1. Business
    
    
    
    1Item 1A. Risk Factors
    
    
    
    1Item 2. Properties
    
    
    
    3Item 3. Legal Proceedings
    
    
    
    7Item 4. Submission of Matters to a Vote of Security Holders
    
    
    
    7Executive Officers of the Registrant
    
    
    
    8Part IIItem 5. Market for Registrants Common Stock and Related Shareholder Matters
    
    
    
    8Performance Graph
    
    
    
    9Item 6. Selected Financial Data
    
    
    
    9Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    
    10Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    
    10Item 8. Financial Statements and Supplementary Data
    
    
    
    10Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    
    10Item 9A. Controls and Procedures
    
    
    
    10Part IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    
    11Item 11. Executive Compensation
    
    
    
    11Item 12. Security Ownership of Certain Beneficial Owners and Management
    
    
    
    11Item 13. Certain Relationships and Related Transactions
    
    
    
    11Item 14. Principal Accounting Fees and Services
    
    
    
    11Part IVItem 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    
    11

PART I
Item 1. Business.
J.W. Mays, Inc. (the Company or Registrant) with executive offices at 9 Bond Street, Brooklyn, New York 11201, operates a number of commercial real estate properties, which are described in Item 2
  Properties. The Companys business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.
The Company discontinued its department store business which operated under the name of MAYS, in the year ended July 31, 1989, and has continued the leasing of real estate. The Company has no foreign
  operations.
The Company employs approximately 30 employees and has a contract, expiring November 30, 2010, with a union covering rates of pay, hours of employment and other conditions of employment for approximately
  23% of its employees. The Company considers that its labor relations with its employees and union are good.
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K may contain forward-looking statements which include assumptions about future market conditions, operations and financial results. These statements are based on current
  expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Companys actual results, performance or
  achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein and in prior Securities and Exchange Commission filings
  by the Company. The Company assumes no obligation to update these forward-looking statements or to advise of changes in the assumptions on which they were based.
Factors that could cause or contribute to such differences include, but are not limited to, changes in the competitive environment of the Company, general economic and business conditions, industry trends, changes in
  government rules and regulations and environmental rules and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the Companys future results of
  operations are based upon market information as of a specific date. This market information is often a function of significant judgment and estimation. Further, market interest rates are subject to significant volatility.
Item 1A. Risk Factors.
Risks Relating to Ownership Structure
The controlling shareholder group may be able to vote its shares in favor of its interests that may not always coincide with the interests of shareholders not part of such group. This risk may be counter-balanced to a
  degree by the actions of the Board of Directors whose composition is made up of a majority of independent directors.
The controlling shareholder group includes a corporation that owns a significant percentage of the Companys common stock and which does business with the Company, as further described in the Notes to the
  Consolidated Financial Statements. In theory, this could result in a conflict of interest; nevertheless, the Company and its largest shareholder have put in place some controls to reduce the effects of any perceived conflict
  of interest.
Certain conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. Both entities use the same outside auditors, both entities have the same Chief Executive Officer, and
  certain management personnel work for both entities. Nevertheless, the Companys Board of Directors is composed of a majority of independent directors. As recently as 2005, in a case involving both entities, the
  Delaware Supreme Court in connection with an attempt to obtain books and records of the Company through a proceeding against the Companys significant shareholder, held that the actions of the Companys Board
  were proper.
1

Risks Related to Our Business
We are a part of the communities in which we do business. Accordingly, like other businesses in our communities, we are subject to the following risks:

    
    
    
    the continued threat of terrorism;
    
    
    
    economic downturns, both on a national and on local scales;
    
    
    
    loss of key personnel;
    
    
    
    the availability, if needed, of additional financing;
    
    
    
    the continued availability of insurance (in different types of policies) at reasonably acceptable rates; and
    
    
    
    the general burdens of governmental regulation, at the Local, State and Federal levels.Risks Related to Real Estate Operations
Our investment in property development may be limited by increasing costs required to fit up property to be leased to tenants. Also, as the cost of fitting up properties increases, we may be required to wait and
  forsake opportunities that would be revenue producing until such time that we obtain the necessary financing of such ventures. This risk may be mitigated by our obtaining of lines of credit and other financing vehicles,
  although such have significant limitations on the amounts that may be borrowed at any point in time.
We also may be subject to environmental liability as an owner or operator of properties. Many of our properties are old and when we need to fit up a property for a new tenant, we may find materials and the like that
  could be deemed to contain hazardous elements requiring remediation or encapsulation.
There are also risks associated with non-renewals of leases by the Companys landlords and the loss of major tenants. The Company is trying to mitigate the latter by leasing our properties to multiple tenants where
  applicable in order to diversify the tenant base.
Risks Related to our Investments
Excess cash and cash equivalents may be invested from time to time. We seek to earn rates of return that will help us finance our business operations. These investments may be subject to significant uncertainties and
  may not be successful for many reasons, including, but not limited to the following:

    
    
    
    fluctuations in interest rates;
    
    
    
    worsening of general economic and market conditions; and
    
    
    
    adverse legal and regulatory developments that may affect a particular business.Risk Factors Summary
These are some of the Risk Factors that could affect the Companys business. The Company endeavors to take actions and do business in a way that reduces these Risk Factors or, at least, takes them into account
  when conducting its business. Nevertheless, some of these Risk Factors cannot be avoided so that the Company must also take actions and do business that negates the adverse effects that these may have on the ongoing
  business of the Company.
2

Item 2. Properties.
The table below sets forth certain information as to each of the properties currently operated by the Company:
Location
    
    ApproximateSquare Feet1.
    
    Brooklyn, New YorkFulton Street at Bond Street
    
    
    
    380,0002.
    
    Brooklyn, New YorkJowein buildingFulton Street at Elm Place
    
    
    
    430,0003.
    
    Jamaica, New YorkJamaica Avenue at 169th Street
    
    
    
    297,0004.
    
    Fishkill, New YorkRoute 9 at Interstate Highway 84
    
    203,000
    (located on14.6 acres )5.
    
    Levittown, New YorkHempstead Turnpike
    
    10,000(located on75,800 squarefeet of land )6.
    
    Massapequa, New YorkSunrise Highway
    
    
    
    133,4007.
    
    Circleville, OhioTarlton Road
    
    193,350(located on11.6 acres )8.
    
    Brooklyn, New YorkTruck bays, passage facilities and tunnel-Schermerhorn Street
    
    
    
    17,000Building-Livingston Street
    
    
    
    10,500Properties leased are under long-term leases for varying periods, the longest of which extends to 2073, and in most instances renewal options are included. Reference is made to Note 5 to the Consolidated Financial
  Statements contained in the 2008 Annual Report to Shareholders, incorporated herein by reference. The properties owned which are held subject to mortgage are the Brooklyn Bond Street building, the Jowein building, the
  Jamaica building and the Fishkill property.
1. Brooklyn, New YorkFulton Street at Bond Street
13% of the property is leased by the Company under six separate leases. Expiration dates are as follows: 6/30/2011 (1 lease); 12/8/2013 (1 lease) which lease has two thirty-year renewal options through 12/8/2073;
  4/30/2021 (2 leases), which leases previously had expiration dates of April 30, 2011 and were extended for an additional ten years; and 4/30/31 (2 leases) which leases previously had expiration dates of April 30,
  2011 and were extended for an additional twenty years. The Company is adding two new elevators to its lobby at 9 Bond Street. The work is anticipated to be completed in the year 2008. There are plans to renovate
  vacant space for office use upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into.
The property is currently leased to seventeen tenants of which eight are retail tenants, two are fast food restaurants and seven occupy office space. Two tenants have leased in excess of 10% of the rentable square
  footage. One tenant is a department store (33.42%) and the other tenant will occupy office space (15.06%). Approximately 25,000 square feet of the building are available for lease.
3

Occupancy
    
    Lease ExpirationYearEnded
    
    Rate
    
    YearEnded
    
    Number ofLeases
    
    AreaSq. Ft.7/31/04
    
    
    
    42.70
    %
    
    
    
    
    7/31/2009
    
    
    
    
    3
    
    
    
    
    4,4807/31/05
    
    
    
    51.62
    %
    
    
    
    
    7/31/2011
    
    
    
    
    5
    
    
    
    
    17,1117/31/06
    
    
    
    56.68
    %
    
    
    
    
    7/31/2013
    
    
    
    
    3
    
    
    
    
    28,4387/31/07
    
    
    
    61.50
    %
    
    
    
    
    7/31/2014
    
    
    
    
    1
    
    
    
    
    36,0887/31/08
    
    
    
    53.05
    %
    
    
    
    
    7/31/2016
    
    
    
    
    1
    
    
    
    
    13,4517/31/2018
    
    
    
    
    1
    
    
    
    
    3,3007/31/2019
    
    
    
    
    1
    
    
    
    
    21,1217/31/2021
    
    
    
    
    3
    
    
    
    
    140,33418
    
    
    
    
    264,323As of July 31, 2008 the federal tax basis is $21,079,486 with accumulated depreciation of $7,544,225 for a net carrying value of $13,535,261. The lives taken for depreciation vary between 18-40 years and the
  methods used are the straight-line and the declining balance.
The real estate taxes for this property are $969,611 per year and the rate used is averaged at $11.433 per $100 of assessed valuation.
2. Brooklyn, New YorkJowein building, Fulton St. & Elm Place
Approximately 47% of the property is owned and 53% is leased. The leases with two landlords expire on April 30, 2010. There are no renewal options. There are plans to renovate vacant space for office use upon
  the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into. The property is currently leased to twenty tenants of which seven are retail stores, two
  are fast food restaurants and eleven leases are for office space. Approximately 150,000 square feet of the building are available for lease.
Upon the termination of the Companys leases with its landlords on April 30, 2010, the Company will lose seven tenants who occupy 90,697 square feet. The occupancy rate for the portion of the building that the
  Company owns would be approximately 72.50%. The loss in income to the Company should not have a significant effect on its ongoing operations.
Occupancy
    
    Lease ExpirationYearEnded
    
    Rate
    
    YearEnded
    
    Number ofLeases
    
    AreaSq. Ft.7/31/04
    
    
    
    64.08
    %
    
    
    
    
    7/31/2009
    
    
    
    
    1
    
    
    
    
    3057/31/05
    
    
    
    40.86
    %
    
    
    
    
    7/31/2010
    
    
    
    
    8
    
    
    
    
    116,8077/31/06
    
    
    
    49.20
    %
    
    
    
    
    7/31/2011
    
    
    
    
    5
    
    
    
    
    61,6647/31/07
    
    
    
    50.75
    %
    
    
    
    
    7/31/2012
    
    
    
    
    1
    
    
    
    
    15,0007/31/08
    
    
    
    59.30
    %
    
    
    
    
    7/31/2013
    
    
    
    
    2
    
    
    
    
    18,0007/31/2014
    
    
    
    
    1
    
    
    
    
    5,0007/31/2017
    
    
    
    
    1
    
    
    
    
    5,5007/31/2018
    
    
    
    
    1
    
    
    
    
    15,90020
    
    
    
    
    238,176As of July 31, 2008 the federal tax basis is $16,162,964 with accumulated depreciation of $7,528,263 for a net carrying value of $8,634,701. The lives taken for depreciation vary between 18-40 years and the
  methods used are the straight-line and the declining balance.
The real estate taxes for this property are $1,461,109 per year and the rate used is averaged at $10.952 per $100 of assessed valuation.
3. Jamaica, New YorkJamaica Avenue at 169th Street
The building is owned and the land is leased from an affiliated company. The lease expires July 31, 2027. The property is currently leased to eleven tenants: six are retail tenants and five for office space. Three
  tenants each occupy in excess of 10% of the rentable square footage: a major retail store occupies 15.86%; and two tenants occupy office spaceone occupies 14.23% and the other 11.07% of the rentable space.
  Approximately 27,000 square feet of the building are available for lease. There are plans to
4

renovate vacant space for office use upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into.
Occupancy
    
    Lease ExpirationYearEnded
    
    Rate
    
    YearEnded
    
    Number ofLeases
    
    AreaSq. Ft.7/31/04
    
    
    
    70.70
    %
    
    
    
    
    7/31/2010
    
    
    
    
    1
    
    
    
    
    2,0007/31/05
    
    
    
    76.00
    %
    
    
    
    
    7/31/2011
    
    
    
    
    1
    
    
    
    
    42,2507/31/06
    
    
    
    71.98
    %
    
    
    
    
    7/31/2012
    
    
    
    
    2
    
    
    
    
    26,6257/31/07
    
    
    
    66.03
    %
    
    
    
    
    7/31/2014
    
    
    
    
    2
    
    
    
    
    58,8447/31/08
    
    
    
    79.38
    %
    
    
    
    
    7/31/2015
    
    
    
    
    1
    
    
    
    
    24,1097/31/2016
    
    
    
    
    1
    
    
    
    
    6,0217/31/2017
    
    
    
    
    3
    
    
    
    
    75,90711
    
    
    
    
    235,756As of July 31, 2008 the federal tax basis is $19,342,882 with accumulated depreciation of $8,351,244 for a net carrying value of $10,991,638. The lives taken for depreciation vary between 18-40 years and the
  methods used are the straight-line and the declining balance.
The real estate taxes for this property are $333,655 per year and the rate used is averaged at $11.282 per $100 of assessed valuation.
4. Fishkill, New YorkRoute 9 at Interstate Highway 84
The Company owns the entire property. There are plans to renovate vacant space to tenants upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be
  entered into. There are approximately 203,000 square feet of the building available for lease.
Occupancy
    
    Lease ExpirationYearEnded
    
    Rate
    
    YearEnded
    
    Number ofLeases
    
    AreaSq. Ft.7/31/04
    
    
    
    12.28
    %7/31/05
    
    
    
    12.28
    %7/31/06
    
    
    
    4.09
    %7/31/07
    
    
    
    7/31/08
    
    
    
    As of July 31, 2008 the federal tax basis is $9,608,448 with accumulated depreciation of $7,395,240 for a net carrying value of $2,213,208. The lives taken for depreciation vary between 18-40 years and the methods
  used are the straight-line and the declining balance.
The real estate taxes for this property are $124,822 per year and the rate used is averaged at $1.73 per $100 of assessed valuation.
5. Levittown, New YorkHempstead Turnpike
The Company owns the entire property. In October 2006, the Company entered into a lease agreement with a restaurant. The restaurant constructed a new 10,000 square foot building, which opened in May 2008.
  Ownership of the building reverts to the Company at the conclusion of the leasing arrangement, currently August 16, 2017.
Occupancy
    
    Lease ExpirationYearEnded
    
    Rate
    
    YearEnded
    
    Number ofLeases
    
    AreaSq. Ft.7/31/04
    
    
    
    100
    %
    
    
    
    
    7/31/2018
    
    
    Building
    
    
    
    10,0007/31/05
    
    
    
    16.67
    %
    
    
    
    
    Land
    
    
    
    75,8007/31/06
    
    
    
    
    
    
    
    
    1
    
    
    
    85,8007/31/07
    
    
    
    7/31/08
    
    
    
    25
    %The real estate taxes for this property are $135,310 per year and the rate used is averaged at $728.10 per $100 of assessed valuation.
5

6. Massapequa, New YorkSunrise Highway
The Company is the prime tenant of this leasehold. The lease expires May 14, 2009 and there is one renewal option for twenty-one years, which the Company exercised in April, 2008. There are no present plans for
  additional improvements of this property. The entire leasehold is currently sub-leased to two tenants; one, to a gasoline service station and the other for use as a bank. Each of these tenants occupies in excess of 10%
  of the rentable square footage. The gasoline service station sub-lease expires April 29, 2009 with no renewal options. The gas station is responsible to remove all its equipment, including oil tanks, and is also
  responsible for any oil spill clean up if necessary. The sub-sub-lease to the bank expires May 14, 2009 with one renewal option, which was exercised in May, 2007.
Occupancy
    
    Lease ExpirationYearEnded
    
    Rate
    
    YearEnded
    
    Number ofLeases
    
    AreaSq. Ft.7/31/04
    
    
    
    100
    %
    
    
    
    
    7/31/2009
    
    
    
    
    1
    
    
    
    
    20,0007/31/05
    
    
    
    100
    %
    
    
    
    
    7/31/2030
    
    
    
    
    1
    
    
    
    
    113,4007/31/06
    
    
    
    100
    %
    
    
    
    
    
    
    2
    
    
    
    
    133,4007/31/07
    
    
    
    100
    %7/31/08
    
    
    
    100
    %The real estate taxes for this property are $143,279 per year and the rate used is averaged at $696.65 per $100 of assessed valuation.
The Company does not own this property. Improvements to the property, if any, are made by tenants.
7. Circleville, OhioTarlton Road
The Company owns the entire property. There are plans to renovate vacant space to tenants upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be
  entered into. The property is currently leased to two tenants. The tenants use these premises for warehouse and distribution facilities. One tenants lease agreement was executed for a five year period, with a right to
  cancel after three years, for 75,000 square feet to November 11, 2010. The other tenants lease agreement was executed for a three-year period, with a right to cancel after one year, for 60,000 square feet to March 31,
  2011. There are approximately 58,000 square feet of the building available for lease.
Occupancy
    
    Lease ExpirationYearEnded
    
    Rate
    
    YearEnded
    
    Number ofLeases
    
    AreaSq. Ft.7/31/04
    
    
    
    100
    %
    
    
    
    
    7/31/2011
    
    
    
    
    2
    
    
    
    
    135,0007/31/05
    
    
    
    100
    %7/31/06
    
    
    
    55.77
    %7/31/07
    
    
    
    38.79
    %7/31/08
    
    
    
    49.13
    %As of July 31, 2008 the federal tax basis is $4,388,456 with accumulated depreciation of $2,176,811 for a net carrying value of $2,211,645. The lives taken for depreciation vary between 18-40 years and the methods
  used are the straight-line and the declining balance.
The real estate taxes for this property are $74,566 per year and the rate used is averaged at $4.05 per $100 of assessed valuation.
8. Brooklyn, New YorkLivingston Street
The City of New York through its Economic Development Administration constructed a municipal garage at Livingston Street opposite the Companys Brooklyn properties. The Company has a long-term lease with
  the City of New York and another landlord expiring in 2013 with renewal options, the last of which expires 2073, under which:
(1) Such garage, available to the public, provides truck bays and passage facilities through a tunnel, both for the exclusive use of the Company, to the structure referred to in (2) below. The truck bays,
  passage facilities and tunnel, totaling approximately 17,000 square feet, are included in the lease from the City of New York and another landlord referred to in the preceding paragraph.
6

(2) The Company constructed a building of six stories and basement on a 20 x 75-foot plot (acquired and made available by the City of New York and leased to the Company for a term expiring in 2013
  with renewal options, the last of which expires in 2073). The plot is adjacent to and connected with the Companys Brooklyn properties.
In the opinion of management, all of the Companys properties are adequately covered by insurance.
See Note 10 to the Consolidated Financial Statements contained in the 2008 Annual Report to Shareholders, which information is incorporated herein by reference, for information concerning the tenants, the rental income
  from which equals 10% or more of the Companys rental income.
Item 3. Legal Proceedings.
There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Companys Consolidated
  Financial Statements.
In response to a termination notice that the Company received concerning its tenancy in a portion of the Jowein building, Brooklyn, New York, on April 25, 2007, the Company filed a lawsuit against its landlords in
  New York State Supreme Court, Kings County. In the lawsuit, the Company seeks a judgment declaring that the landlords termination notice was improperly issued and that the Company is not required to correct or cure
  the purported defaults cited in the termination notice. In addition, the Company seeks an order temporarily, preliminarily and permanently enjoining the landlords from taking any action to terminate the lease or otherwise
  interfere with the Companys possession of the premises.
On May 16, 2007, the New York State Supreme Court granted the Companys motion for preliminary injunctive relief and enjoined the landlord, during the pendency of this action, from taking any action to evict the
  Company, terminate the Companys lease which is scheduled to expire on April 30, 2010, and/or commencing summary action adverse to the Companys rights or otherwise disturb the Companys possession of the
  premises. The landlords have answered the complaint denying the allegations and asserting counterclaims against the Company relating to the premises. Discovery has been completed and the case is awaiting the
  scheduling of a trial date. Management of the Company is unable to predict the outcome of this matter or whether the Company will be required to expend significant amounts of money in order to correct any of the
  purported defaults.
Item 4. Submission of Matters to a Vote of Security Holders.
During the fourth quarter of the fiscal year covered by this report, no matter was submitted to a vote of security holders of the Company.
7

Executive Officers of the Registrant
The following information is furnished with respect to each Executive Officer of the Registrant (each of whose position is reviewed annually but each of whom has a three-year employment agreement, effective
  August 1, 2008), whose present term of office will expire upon the election and qualifications of his successor:
Name
    
    Age
    
    Business Experience Duringthe Past Five Years
    
    First BecameSuch Officeror DirectorLloyd J. Shulman
    
    66
    
    President
    
    November, 1978Co-Chairman of the Board
      and President
    
    June, 1995Chairman of the Boardand President
    
    November, 1996Director
    
    November, 1977Mark S. Greenblatt
    
    54
    
    Vice President
    
    August, 2000Treasurer
    
    August, 2003Director
    
    August, 2003Assistant Treasurer
    
    November, 1987Ward N. Lyke, Jr.
    
    57
    
    Vice President
    
    February, 1984Assistant Treasurer
    
    August, 2003George Silva
    
    58
    
    Vice President
    
    March, 1995All of the above mentioned officers have been appointed as such by the directors and have been employed as Executive Officers of the Company during the past five years.
PART II
Item 5. Market for Registrants Common Stock and Related Shareholder Matters.
Common Stock and Dividend Information
Effective November 8, 1999, the Companys common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: Mays. Such shares were previously traded on
  The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.
The following is the sales price range per share of J. W. Mays, Inc. common stock during the fiscal years ended July 31, 2008 and 2007:
Three Months Ended
    
    Sales PriceHigh
    
    LowOctober 31, 2007
    
    
    $
    
    24.69
    
    
    
    $
    
    21.36January 31, 2008
    
    
    
    22.15
    
    
    
    
    19.00April 30, 2008
    
    
    
    20.25
    
    
    
    
    19.60July 31, 2008
    
    
    
    21.00
    
    
    
    
    18.00October 31, 2006
    
    
    $
    
    23.80
    
    
    
    $
    
    17.54January 31, 2007
    
    
    
    22.00
    
    
    
    
    20.51April 30, 2007
    
    
    
    22.25
    
    
    
    
    20.86July 31, 2007
    
    
    
    24.53
    
    
    
    
    21.76The quotations were obtained for the respective periods from the National Association of Securities Dealers, Inc. There were no dividends declared in either of the two fiscal years.
On September 12, 2008, the Company had approximately 1,500 shareholders of record.
8

Performance Graph
Comparison of Five-Year Cumulative Total ReturnJ.W. MAYS, INC., Standard & Poors 500 and Peer Group(Five-Year Performance Results Through 07/31/2008)
The following graph sets forth a five-year comparison of cumulative total shareholder return for the Company, the Standard & Poors 500 Stock-Index (S&P 500), and a Peer Group. The graph assumes the investment
  of $100 at the close of trading July 31, 2003 in the common stock of the Company, the S&P 500 and the Peer Group, and the reinvestment of all dividends, although the Company did not pay a dividend during this five-year
  period.
Comparison of Five-Year Cumulative Total Return*J.W. MAYS, INC., Standard & Poors 500 And Peer Group(Performance Results Through 7/31/08)

The Performance Graph shall not be deemed incorporated by reference by any general statement of incorporation by reference in any filing made under the Securities Act of 1933, as amended, or the Securities
  Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.
Item 6. Selected Financial Data.
The information appearing under the heading Summary of Selected Financial Data on page 2 of the Registrants 2008 Annual Report to Shareholders is incorporated herein by reference.
9

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The information appearing under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations of the Registrants 2008 Annual Report to Shareholders is incorporated herein
  by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company uses both fixed-rate and variable-rate debt to finance its capital requirements. These transactions expose the Company to market risk related to changes in interest rates. The Company does not use
  derivative financial instruments. At July 31, 2008, the Company had fixed-rate debt of $12,081,167, and variable rate debt of $500,000. With regards to the Jowein building, Brooklyn, New York loan (presently with a
  balance of $500,000), if interest rates were to change 100 basis points, the effect on net income from operations and future cash flows would be a decrease, should the rates increase, or an increase, should the rates decline,
  of $5,000 for this loan.
Item. 8. Financial Statements and Supplementary Data.
The Registrants Consolidated Financial Statements, together with the report of DArcangelo & Co., LLP, independent registered public accounting firm, dated October 6, 2008, appearing on pages 4 through 17 of the
  Registrants 2008 Annual Report to Shareholders is incorporated herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items 2, 5, 6, and 7 hereof, the
  2008 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There are no disagreements between the Company and its accountants relating to accounting or financial disclosures.
Item 9A. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures.
The Companys management reviewed the Companys internal controls and procedures and the effectiveness of these controls. As of July 31, 2008, the Company carried out an evaluation, under the supervision and
  with the participation of the Companys management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and
  procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure
  controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings.
(b) Change to internal controls.
There was no change in the Companys internal controls over financial reporting or in other factors during the Companys last fiscal quarter that materially affected, or are reasonably likely to materially affect, the
  Companys internal controls over financial reporting. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.
Our accounting department is comprised of four persons. Due to such a limited number of persons, a complete segregation of all of the duties as to which the department is responsible is not possible. In order to make
  sure that the inability to segregate all duties does not affect our timely and accurate financial reporting, we need to remain vigilant in maintaining compensating controls. These compensating controls will continue to be
  monitored in order to assure us that our internal controls over financial reporting remain at a high level despite the limited number of accounting department personnel.
10

PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information relating to directors of the Registrant is contained in the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated herein by reference.
The information with respect to Executive Officers of the Registrant is set forth in Part I hereof.
Item 11. Executive Compensation.
The information required by this item appears under the heading Executive Compensation in the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated
  herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item appears under the headings Security Ownership of Certain Beneficial Owners and Management and Information Concerning Nominees for Election as Directors in the
  Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information required by this item appears under the headings Executive Compensation, Certain Transactions, Certain Relationships and Related Transactions and Board Interlocks and Insider
  Participation in the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The following table sets forth the fees paid by the Company to its independent registered public accounting firm, DArcangelo & Co., LLP, for the fiscal years 2008 and 2007.
Fiscal Year2008
    
    Fiscal Year2007Audit Fees
    
    
    $
    
    85,124
    
    
    
    $
    
    80,355Tax Fees and Other Fees
    
    
    
    15,097
    
    
    
    
    15,184Total
    
    
    $
    
    100,221
    
    
    
    $
    
    95,539Audit Fees for fiscal year 2008 and fiscal year 2007 were for professional services rendered for the audits of the consolidated financial statements of the Company and assistance with the review of documents filed
  with the Securities and Exchange Commission.
Tax Fees and Other Fees for fiscal year 2008 and fiscal year 2007 were for services related to tax compliance and preparation of federal, state and local corporate tax returns and audit of real estate tax matters.
The officers of the Company consult with, and receive the approval of, the Audit Committee before engaging accountants for any services.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)
    
    
    
    The following documents are filed as part of this report:1.
    
    
    
    The Consolidated Financial Statements and report of DArcangelo & Co., LLP, independent registered public accounting firm, dated October 6, 2008, set forth on pages 4 through 17 of the Registrants 2008
      Annual Report to Shareholders.2.
    
    
    
    See accompanying Index to Registrants Financial Statements and Schedules.11

3.
    
    
    
    Exhibits:(2)
    
    
    
    Plan of acquisition, reorganization, arrangement, liquidation or successionnot applicable.(3)
    
    
    
    Articles of incorporation and by-laws:(i)
    
    
    
    Certificate of Incorporation, as amended, incorporated by reference to Registrants Form 8-K dated December 3, 1973.(ii)
    
    
    
    By-laws, as amended June 1, 1995, incorporated by reference to Registrants Form 10-K dated October 23, 1995.(iii)
    
    
    
    Amendment to By-laws, effective November 1, 1999, incorporated by reference to Registrants Proxy Statement dated October 19, 2000.(iv)
    
    
    
    Amendment to By-laws, effective November 20, 2007, incorporated by reference to Registrants Form 8-K dated November 20, 2007.(4)
    
    
    
    Instruments defining the rights of security holders, including indenturessee Exhibit (3) above.(9)
    
    
    
    Voting trust agreementnot applicable.(10)
    
    
    
    Material contracts:(i)
    
    
    
    The J.W. Mays, Inc. Retirement Plan and Trust, Summary Plan Description, effective August 1, 1991, incorporated by reference to Registrants Form 10-K dated October 23, 1992 and, as amended,
      effective August 1, 1993, incorporated by reference to Registrants Form 10-Q for the Quarter ended October 31, 1993 dated December 2, 1993.(ii)
    
    
    
    Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva, each dated August 1, 2005, incorporated by reference to Registrants Form 8-K dated August 1, 2005. Each of these
      Employment Agreements has been extended as of August 1, 2008.(11)
    
    
    
    Statement re computation of per share earningsnot applicable.(12)
    
    
    
    Statement re computation of ratiosnot applicable.(13)
    
    
    
    Annual report to security holders.(16)
    
    
    
    Letter re change in certifying auditorsnot applicable.(18)
    
    
    
    Letter re change in accounting principlesnot applicable.(21)
    
    
    
    Subsidiaries of the registrant.(22)
    
    
    
    Published report regarding matters submitted to vote of security holdersnot applicable.(24)
    
    
    
    Power of attorneynone.(28)
    
    
    
    Information from reports furnished to state insurance regulatory authoritiesnot applicable.(31)
    
    
    
    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.1Chief Executive Officer
    31.2Chief Financial Officer(32)
    
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; 18 U.S.C. Sect 1350.(b)
    
    
    
    Reports on Form 8-KA report on Form 8-K was filed by Registrant during the three months ended July 31, 2008.Item reportedThe Company reported its financial results for the three and nine months ended April 30, 2008.
Date of report filedJune 12, 2008.
12

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
  authorized.
J.W. MAYS, INC.
    
    (REGISTRANT)October 9, 2008
By:
    
    LLOYDJ. SHULMAN
    
    Lloyd J. ShulmanChairman of the BoardPrincipal Executive OfficerPresidentPrincipal Operating OfficerOctober 9, 2008
By:
    
    MARKS. GREENBLATT
    
    Mark S. GreenblattVice President and TreasurerPrincipal Financial OfficerOctober 9, 2008
By:
    
    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
    
    DateLLOYDJ. SHULMAN
    
    Lloyd J. Shulman
    
    Chairman of the Board, Chief ExecutiveOfficer, President, Chief OperatingOfficer and Director
    
    October 9, 2008MARKS. GREENBLATT
    
    Mark S. Greenblatt
    
    Vice President, Treasurer and Director
    
    October 9, 2008LANCED. MYERS
    
    Lance D. Myers
    
    Director
    
    October 9, 2008DEANL. RYDER
    
    Dean L. Ryder
    
    Director
    
    October 9, 2008JACKSCHWARTZ
    
    Jack Schwartz
    
    Director
    
    October 9, 2008SYLVIAW. SHULMAN
    
    Sylvia W. Shulman
    
    Director
    
    October 9, 2008LEWISD. SIEGEL
    
    Lewis D. Siegel
    
    Director
    
    October 9, 200813

INDEX TO REGISTRANTS FINANCIAL STATEMENTS AND SCHEDULES
Reference is made to the following sections of the Registrants Annual Report to Shareholders for the fiscal year ended July 31, 2008, which are incorporated herein by reference:
Report of Independent Registered Public Accounting Firm (page 17)
Consolidated Balance Sheets (pages 4 and 5)
Consolidated Statements of Income and Retained Earnings (page 6)
Consolidated Statements of Comprehensive Income (page 6)
Consolidated Statements of Cash Flows (page 7)
Notes to Consolidated Financial Statements (pages 8-16)
PageFinancial Statement Schedules:Report of Independent Registered Public Accounting Firm on Financial StatementSchedules
    
    
    
    14II
    
    Valuation and Qualifying Accounts
    
    
    
    15III
    
    Real Estate and Accumulated Depreciation
    
    
    
    16All other schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, accordingly, are
  omitted.
The separate financial statements and schedules of J.W. Mays, Inc. (not consolidated) are omitted because the Company is primarily an operating company and its subsidiaries are wholly-owned.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ONFINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders ofJ.W. Mays, Inc. and Subsidiaries
We have audited the consolidated financial statements of J.W. Mays, Inc. and subsidiaries as of July 31, 2008 and 2007, and for the three years in the period ended July 31, 2008 and have issued our report thereon
  dated October 6, 2008; such consolidated financial statements and reports are incorporated by reference in this Form 10-K Annual Report. Our audits also included the consolidated financial statement schedules of J.W.
  Mays, Inc. and subsidiaries referred to in Item 15(a)2 of this Form 10-K. These consolidated financial statement schedules are the responsibility of the Companys management. Our responsibility is to express an opinion
  based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the
  information set forth therein.
DARCANGELO&CO., LLPPurchase, N.Y.October 6, 2008
14

SCHEDULE II
J.W. MAYS, INC.VALUATION AND QUALIFYING ACCOUNTS
Year Ended July 31,2008
    
    2007
    
    2006Allowance for net unrealized gains on marketable securities:Balance, beginning of period
    
    
    $
    
    50,248
    
    
    
    $
    
    47,748
    
    
    
    $
    
    1,764,264Additions (reductions)
    
    
    
    (254,660
    )
    
    
    
    
    2,500
    
    
    
    
    (1,716,516
    )Balance, end of period
    
    
    $
    
    (204,412
    )
    
    
    
    $
    
    50,248
    
    
    
    $
    
    47,74815

SCHEDULE III
J.W. MAYS, INC.REAL ESTATE AND ACCUMULATED DEPRECIATIONJuly 31, 2008
Col. A
    
    Col. B
    
    Col. C
    
    Col. D
    
    Col. E
    
    Col. F
    
    Col. G
    
    Col. H
    
    Col. IInitial Cost to Company
    
    Cost CapitalizedSubsequent toAcquisition
    
    Gross Amount at Which CarriedAt Close of PeriodDescription
    
    Encum-brances
    
    Land
    
    Building &Improvements
    
    Improvements
    
    CarriedCost
    
    Land
    
    Building &Improvements
    
    Total
    
    AccumulatedDepreciation
    
    Date ofConstruction
    
    DateAcquired
    
    Life on WhichDepreciation inLatest IncomeStatement isComputedOffice and Rental BuildingsBrooklyn, New YorkFulton Street at Bond Street
    
    
    $
    
    3,690,908
    
    
    
    $
    
    3,713,494
    
    
    
    $
    
    6,503,468
    
    
    
    $
    
    16,333,437
    
    
    $ 
    
    
    $
    
    3,713,494
    
    
    
    $
    
    22,836,905
    
    
    
    $
    
    26,550,399
    
    
    
    $
    
    7,918,171
    
    
    
    
    Various
    
    
    
    
    Various
    
    
    (1) (2)Jamaica, New YorkJamaica Avenue at 169th Street
    
    
    
    3,784,248
    
    
    
    
    
    
    3,215,699
    
    
    
    
    16,023,060
    
    
    
    
    
    
    
    
    19,238,759
    
    
    
    
    19,238,759
    
    
    
    
    8,206,894
    
    
    
    
    1959
    
    
    
    
    1959
    
    
    (1) (2)Fishkill, New YorkRoute 9 at InterstateHighway 84
    
    
    
    1,812,160
    
    
    
    
    594,723
    
    
    
    
    7,212,116
    
    
    
    
    2,438,652
    
    
    
    
    
    
    594,723
    
    
    
    
    9,650,768
    
    
    
    
    10,245,491
    
    
    
    
    7,020,712
    
    
    
    
    10/74
    
    
    
    
    11/72
    
    
    (1)Brooklyn, New YorkJowein Building Fulton Streetand Elm Place
    
    
    
    1,603,520
    
    
    
    
    1,512,812
    
    
    
    
    728,327
    
    
    
    
    15,434,637
    
    
    
    
    
    
    1,512,812
    
    
    
    
    16,162,964
    
    
    
    
    17,675,776
    
    
    
    
    8,222,740
    
    
    
    
    1915
    
    
    
    
    1950
    
    
    (1) (2)Levittown, New York HempsteadTurnpike
    
    
    
    
    
    125,927
    
    
    
    
    
    
    
    
    
    
    125,927
    
    
    
    
    
    
    125,927
    
    
    
    
    
    
    4/69
    
    
    
    
    6/62
    
    
    (1)Circleville, OhioTarlton Road
    
    
    
    
    
    120,849
    
    
    
    
    4,388,456
    
    
    
    
    
    
    
    
    120,849
    
    
    
    
    4,388,456
    
    
    
    
    4,509,305
    
    
    
    
    1,700,527
    
    
    
    
    9/92
    
    
    
    
    12/92
    
    
    (1)Total(A)
    
    
    $
    
    10,890,836
    
    
    
    $
    
    6,067,805
    
    
    
    $
    
    22,048,066
    
    
    
    $
    
    50,229,786
    
    
    $ 
    
    
    $
    
    6,067,805
    
    
    
    $
    
    72,277,852
    
    
    
    $
    
    78,345,657
    
    
    
    $
    
    33,069,044
(1) Building and improvements 1840 years
(2) Improvements to leased property 340 years
(A) Does not include Office Furniture and Equipment and Transportation Equipment in the amount of $771,966 and Accumulated Depreciation thereon of $624,472 at July 31, 2008.
Year Ended July 31,2008
    
    2007
    
    2006Investment in Real EstateBalance at Beginning of Year
    
    
    $
    
    76,568,695
    
    
    
    $
    
    75,965,473
    
    
    
    $
    
    73,265,390Improvements
    
    
    
    1,776,962
    
    
    
    
    603,222
    
    
    
    
    2,700,083Balance at End of Year
    
    
    $
    
    78,345,657
    
    
    
    $
    
    76,568,695
    
    
    
    $
    
    75,965,473Accumulated DepreciationBalance at Beginning of Year
    
    
    $
    
    31,790,146
    
    
    
    $
    
    30,379,314
    
    
    
    $
    
    28,895,827Additions Charged to Costs and Expenses
    
    
    
    1,278,898
    
    
    
    
    1,410,832
    
    
    
    
    1,483,487Balance at End of Year
    
    
    $
    
    33,069,044
    
    
    
    $
    
    31,790,146
    
    
    
    $
    
    30,379,31416

EXHIBIT INDEX TO FORM 10-K
(2)
    
    Plan of acquisition,
    reorganization, arrangement, liquidation or successionnot applicable(3)
    
    (i)
    
    Certificate of incorporationincorporated
    by reference(ii)
    
    By-lawsincorporated
    by reference(iii)
    
    Amendment to By-laws,
    effective November 1, 1999incorporated by reference(iv)
    
    Amendment to By-Laws,
        effective November 20, 2007, incorporated by reference to Registrants
    Form 8-K dated November 20, 2007.(4)
    
    Instruments defining
          the rights of security holders, including indenturessee Exhibit
    (3) above(9)
    
    Voting trust agreementnot
    applicable(10)
    
    Material
    contracts
    (i)
    
    incorporated by reference(ii)
    
    Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva, each dated August 1, 2005, incorporated by reference to Registrants Form 8-K dated August 1, 2005.
      Each of these Employment Agreements has been extended as of August 1, 2008.(11)
    
    Statement re computation
    of per share earningsnot applicable(12)
    
    Statement re computation
    of ratiosnot applicable(13)
    
    Annual report
    to security holders(16)
    
    Letter re change
    in certifying auditorsnot applicable(18)
    
    Letter re change
    in accounting principlesnot applicable(21)
    
    Subsidiaries of
    the registrant(22)
    
    Published report
    regarding matters submitted to vote of security holdersnot applicable(24)
    
    Power of attorneynone(28)
    
    Information from
          reports furnished to state insurance regulatory authoritiesnot
    applicable(31)
    
    Certifications
    Pursuant to Section 302 of the Sarbanes-Oxley Act1 and 2(32)
    
    Certification
    Pursuant to Section 906 of the Sarbanes-Oxley Act17