<PAGE>

                                  FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549



[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended January 31, 2004
                               ----------------

[ ]  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
                                                            ------------
                                 Not Applicable
                                 --------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 [ ].

Number of shares outstanding of the issuer's common stock as of the latest
practicable date.

                  Class                  Outstanding at March 10, 2004
                  -----                  -----------------------------
       Common Stock, $1 par value              2,015,780 shares

                                                  This report contains 19 pages.


                                      -1-




<PAGE>

                                J. W. MAYS, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                Page No.
                                                                                                --------
<S>                                                                                              <C>
Part I - Financial Information:

            Consolidated Balance Sheet.......................................................     3

            Consolidated Statement of Income
               and Retained Earnings.........................................................     4

            Consolidated Statement of Comprehensive Income...................................     4

            Consolidated Statement of Cash Flows.............................................     5

            Notes to Consolidated Financial Statements.......................................     6 - 10

            Management's Discussion and Analysis of Results
               of Operations and Financial Condition.........................................    11 - 13

            Controls and Procedures..........................................................    14

Part II - Other Information..................................................................    15

            Signatures.......................................................................    16

            (31) Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                  (31.1) - Chief Executive Officer...........................................    17
                  (31.2) - Chief Financial Officer...........................................    18

            (32) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002;
                  18 U.S.C. Section 1350.....................................................    19
</TABLE>


                                      -2-




<PAGE>

                                 J.W. MAYS, INC.

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                  January 31,     July 31,
                                                                     2004           2003
                                                                  -----------   -----------
                                                                  (Unaudited)    (Audited)
<S>                                                               <C>           <C>
                                     ASSETS

Property and Equipment - Net (Notes 6 and 7)                      $36,857,228   $33,482,384
                                                                  -----------   -----------

Current Assets:
   Cash and cash equivalents                                          447,480     1,862,444
   Marketable securities (Note 4)                                   1,626,046        45,111
   Receivables (Note 9)                                               184,384       433,495
   Deferred income taxes                                              145,000       116,000
   Income taxes refundable                                                 --       210,382
   Prepaid expenses                                                 1,300,693     1,562,998
   Security deposits                                                  116,046        20,836
                                                                  -----------   -----------
      Total current assets                                          3,819,649     4,251,266
                                                                  -----------   -----------

Other Assets:
   Deferred charges                                                 3,041,222     3,018,471
   Less accumulated amortization                                    1,760,097     1,682,714
                                                                  -----------   -----------
      Net                                                           1,281,125     1,335,757
   Security deposits                                                  841,798       872,436
   Unbilled receivables (Note 9)                                    4,233,486     4,247,812
   Marketable securities (Note 4)                                   2,678,657     4,155,891
                                                                  -----------   -----------
      Total other assets                                            9,035,066    10,611,896
                                                                  -----------   -----------

      TOTAL ASSETS                                                $49,711,943   $48,345,546
                                                                  ===========   ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Long-Term Debt:
   Mortgages payable (Note 6)                                     $ 4,974,706   $ 5,261,146
   Security deposits payable                                          537,888       568,421
                                                                  -----------   -----------
      Total long-term debt                                          5,512,594     5,829,567
                                                                  -----------   -----------

Deferred Income Taxes                                               3,172,000     3,135,000
                                                                  -----------   -----------

Current Liabilities:
   Payable to securities broker (Note 8)                              334,565            --
   Accounts payable                                                    77,646        46,829
   Payroll and other accrued liabilities                            1,619,799     1,085,981
   Income taxes payable                                                 1,985            --
   Other taxes payable                                                  6,323         4,264
   Current portion of mortgages payable (Note 6)                    2,473,420     2,517,725
   Current portion of security deposits payable                       116,046        20,836
                                                                  -----------   -----------
      Total current liabilities                                     4,629,784     3,675,635
                                                                  -----------   -----------

      Total liabilities                                            13,314,378    12,640,202
                                                                  -----------   -----------

Shareholders' Equity:
   Common stock, par value $1 each share (shares - 5,000,000
      authorized; 2,178,297 issued)                                 2,178,297     2,178,297
   Additional paid in capital                                       3,346,245     3,346,245
   Unrealized gain on available for sale securities                 1,277,963     1,014,901
   Retained earnings                                               30,882,912    30,453,753
                                                                  -----------   -----------
                                                                   37,685,417    36,993,196
   Less common stock held in treasury, at cost - 162,517
      shares at January 31, 2004 and at July 31, 2003 (Note 12)     1,287,852     1,287,852
                                                                  -----------   -----------
      Total shareholders' equity                                   36,397,565    35,705,344
                                                                  -----------   -----------

Contingencies (Note 13)

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $49,711,943   $48,345,546
                                                                  ===========   ===========
</TABLE>

See Notes to Consolidated Financial Statements.


                                      -3-




<PAGE>

                                J. W. MAYS, INC.

             CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS

<TABLE>
<CAPTION>
                                                       Three Months Ended           Six Months Ended
                                                          January 31,                   January 31,
                                                   -------------------------   -------------------------
                                                     2004             2003         2004          2003
                                                   -----------   -----------   -----------   -----------
                                                   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
<S>                                                <C>           <C>           <C>           <C>
Revenues
   Rental income (Notes 5 and 9)                   $ 3,441,183   $ 3,476,508   $ 6,765,477   $ 6,652,257
   Rental income - affiliated company (Note 9)              --            --            --        69,629
   Loss on sale of fixed assets                             --            --        (4,353)           --
                                                   -----------   -----------   -----------   -----------
      Total revenues                                 3,441,183     3,476,508     6,761,124     6,721,886
                                                   -----------   -----------   -----------   -----------

Expenses
   Real estate operating expenses                    2,014,490     1,738,281     3,882,297     3,378,578
   Administrative and general expenses                 755,417       864,355     1,350,286     1,561,116
   Bad debt (recovery)                                      --      (163,009)           --      (163,009)
   Depreciation and amortization                       328,161       298,032       639,322       589,942
                                                   -----------   -----------   -----------   -----------
      Total expenses                                 3,098,068     2,737,659     5,871,905     5,366,627
                                                   -----------   -----------   -----------   -----------
Income from operations before investment income,
   interest expense and income taxes                   343,115       738,849       889,219     1,355,259
                                                   -----------   -----------   -----------   -----------
Investment income and interest expense:
   Investment income (Note 4)                           64,586        65,203       130,808       135,434
   Interest expense (Notes 6 and 11)                  (129,330)     (138,520)     (259,868)     (280,085)
                                                   -----------   -----------   -----------   -----------
                                                       (64,744)      (73,317)     (129,060)     (144,651)
                                                   -----------   -----------   -----------   -----------

Income before income taxes                             278,371       665,532       760,159     1,210,608
Income taxes provided                                  130,000       315,000       331,000       543,000
                                                   -----------   -----------   -----------   -----------
Net income                                             148,371       350,532       429,159       667,608

Retained earnings, beginning of period              30,734,541    29,623,798    30,453,753    29,306,722
                                                   -----------   -----------   -----------   -----------
Retained earnings, end of period                   $30,882,912   $29,974,330   $30,882,912   $29,974,330
                                                   ===========   ===========   ===========   ===========

Income per common share (Note 2)                   $       .07   $       .17   $       .21   $       .33
                                                   ===========   ===========   ===========   ===========

Dividends per share                                $        --   $        --   $        --   $        --
                                                   ===========   ===========   ===========   ===========

Average common shares outstanding                    2,015,780     2,033,280     2,015,780     2,033,280
                                                   -----------   -----------   -----------   -----------
</TABLE>

See Notes to Consolidated Financial Statements.

                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                 Three Months Ended           Six Months Ended
                                                                    January 31,                  January 31,
                                                              -------------------------   -------------------------
                                                                  2004          2003          2004          2003
                                                              -----------   -----------   -----------   -----------
                                                              (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
<S>                                                             <C>           <C>           <C>           <C>
Net Income                                                      $148,371      $350,532      $429,159      $667,608
                                                                --------      --------      --------      --------
Other comprehensive income, net of taxes (Note 3)
   Unrealized gain (loss) on available-for-sale securities:
      Net of taxes (benefit) of $56,000 and $31,000 for
      the three months ended January 31, 2004 and 2003,
      respectively, and $135,000 and $(68,000) for the six
      months ended January 31, 2004 and 2003, respectively        61,252        61,460       263,062      (131,192)
      Less reclassification adjustment                             9,240          (155)       17,990        (3,993)
                                                                --------      --------      --------      --------
   Other comprehensive income (loss)                              70,492        61,305       281,052      (135,185)
                                                                --------      --------      --------      --------
Comprehensive Income                                            $218,863      $411,837      $710,211      $532,423
                                                                ========      ========      ========      ========
</TABLE>

See Notes to Consolidated Financial Statements


                                      -4-




<PAGE>

                                J. W. MAYS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                                 January 31,
                                                          -------------------------
                                                              2004          2003
                                                          -----------   -----------
                                                          (Unaudited)   (Unaudited)
<S>                                                       <C>           <C>
Cash Flows From Operating Activities:
Net income                                                $   429,159   $   667,608

Adjustments to reconcile income to net cash provided by
   operating activities:
   Realized loss (gain) on marketable securities              (17,990)        3,993
   (Loss) on sale of fixed assets                              (4,353)           --
   Depreciation and amortization                              639,322       589,942
   Amortization of deferred expenses                          127,615       123,874
   Other assets - deferred expenses                           (72,983)      (53,540)
      - unbilled receivables                                   14,326        20,175
      - receivables                                                --       127,431
   Deferred income taxes                                     (127,000)      (22,000)
Changes in:
   Receivables                                                249,111       (27,220)
   Prepaid expenses                                           262,305       105,419
   Real estate taxes refundable                                    --        82,769
   Income taxes refundable                                    210,382            --
   Accounts payable                                            30,817         8,899
   Payroll and other accrued liabilities                      533,818       (78,124)
   Income taxes payable                                         1,985      (733,433)
   Other taxes payable                                          2,059           759
                                                          -----------   -----------
      Cash provided by operating activities                 2,278,573       816,552
                                                          -----------   -----------
Cash Flows From Investing Activities:
   Capital expenditures                                    (4,009,813)   (1,204,413)
   Security deposits                                          (64,572)      (50,752)
   Marketable securities:
      Receipts from sales or maturities                       312,500       168,887
      Payments for purchases                                     (149)      (12,772)
                                                          -----------   -----------
      Cash (used) by investing activities                  (3,762,034)   (1,099,050)
                                                          -----------   -----------
Cash Flows From Financing Activities:
   Borrowings - security broker                               451,517            --
   Payments - security broker                                (116,952)           --
   Increase - security deposits                                64,677        49,703
   Decrease - mortgage and other debt payments               (330,745)     (387,981)
                                                          -----------   -----------
      Cash provided (used) by financing activities             68,497      (338,278)
                                                          -----------   -----------
(Decrease) in cash                                         (1,414,964)     (620,776)

Cash and cash equivalents at beginning of period            1,862,444     2,951,013
                                                          -----------   -----------
Cash and cash equivalents at end of period                $   447,480   $ 2,330,237
                                                          ===========   ===========
</TABLE>

See Notes to Consolidated Financial Statements.


                                      -5-




<PAGE>

                                J. W. MAYS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Accounting Records and Use of Estimates:

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

     The interim financial statements are prepared pursuant to the requirements
     for reporting on Form 10-Q. The July 31, 2003 balance sheet was derived
     from audited financial statements but does not include all disclosures
     required by GAAP. The interim financial statements and notes thereto should
     be read in conjunction with the financial statements and notes included in
     the Company's latest Form 10-K Annual Report for the fiscal year ended July
     31, 2003. In the opinion of management, the interim financial statements
     reflect all adjustments of a normal recurring nature necessary for a fair
     statement of the results for interim periods. The results of operations for
     the current period are not necessarily indicative of the results for the
     entire fiscal year ending July 31, 2004.

2.   Income Per Share of Common Stock:

     Income per share has been computed by dividing the net income for the
     periods by the weighted average number of shares of common stock
     outstanding during the periods, adjusted for the purchase of treasury
     stock. Shares used in computing income per share were 2,015,780 for the
     three and six months ended January 31, 2004, and 2,033,280 for the three
     and six months ended January 31, 2003.

3.   Comprehensive Income:

     SFAS No. 130, "Reporting Comprehensive Income", establishes standards for
     the reporting of comprehensive income and its components. It requires all
     items that are required to be recognized as components of comprehensive
     income be reported in a financial statement that is displayed with the same
     prominence as other income statement information. Comprehensive income is
     defined to include all changes in equity except those resulting from
     investments by and distributions to shareholders.

4.   Marketable Securities:

     The Company categorizes marketable securities as either trading,
     available-for-sale or held-to-maturity. Trading securities are carried at
     fair value with unrealized gains and losses included in income.
     Available-for-sale securities are carried at fair value with unrealized
     gains and losses recorded as a separate component of shareholders' equity.
     Held-to-maturity securities are carried at amortized cost. Dividends and
     interest income are accrued as earned.


                                       -6-




<PAGE>

     As of January 31, 2004, the Company's marketable securities were classified
     as follows:

<TABLE>
<CAPTION>
                                               Gross        Gross
                                            Unrealized   Unrealized      Fair
                                  Cost         Gains       Losses        Value
                               ----------   ----------   ----------   ----------
<S>                            <C>          <C>              <C>      <C>
Current:
   Held-to-Maturity:
      Certificate of deposit   $   45,260   $       --       $--      $   45,260
   Available-for-sale:
      Equity Securities         1,463,120      117,666        --       1,580,786
                               ----------   ----------       ---      ----------
      Total Current            $1,508,380   $  117,666       $--      $1,626,046
                               ==========   ==========       ===      ==========
Noncurrent:
   Available-for-sale:
      Equity securities        $  835,360   $1,843,297       $--      $2,678,657
                               ==========   ==========       ===      ==========
</TABLE>

Investment income consists of the following:

<TABLE>
<CAPTION>
                                               Three Months Ended     Six Months Ended
                                                   January 31,          January 31,
                                               ------------------   -------------------
                                                  2004      2003      2004        2003
                                                -------   -------   --------   --------
<S>                                             <C>       <C>       <C>        <C>
Interest income                                 $ 4,612   $14,921   $ 10,802   $ 35,464
Dividend income                                  50,734    50,437    102,016    103,963
Gain (loss) on sale of marketable securities      9,240      (155)    17,990     (3,993)
                                                -------   -------   --------   --------
      Total                                     $64,586   $65,203   $130,808   $135,434
                                                =======   =======   ========   ========
</TABLE>

5.   Financial Instruments and Credit Risk Concentrations:

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

     The Company derives rental income from thirty-nine tenants, of which one
     tenant accounted for 17.93% and another tenant accounted for 14.92% of
     rental income during the six months ended January 31, 2004. No other tenant
     accounted for more than 10% of rental income during the same period.

     The Company has three irrevocable Letters of Credit totaling $319,000 at
     January 31, 2004 and July 31, 2003, provided by three tenants.


                                       -7-




<PAGE>

6.   Long-Term Debt:

<TABLE>
<CAPTION>
                                                                    January 31, 2004           July 31, 2003
                                                                -----------------------   -----------------------
                                            Current
                                            Annual     Final        Due          Due          Due          Due
                                           Interest   Payment     Within        After       Within        After
                                             Rate       Date     One Year     One Year     One Year     One Year
                                           --------   -------   ----------   ----------   ----------   ----------

<S>                                  <C>     <C>      <C>       <C>          <C>          <C>          <C>
Mortgages:
   Jamaica, New York property        (a)        5%    4/01/07   $  266,666   $1,933,334   $  266,666   $2,066,667
   Jamaica, New York property        (b)     6.98%    8/01/06      160,648    3,004,165      155,110    3,085,296
   Jowein building, Brooklyn, N.Y.   (c)        9%    3/31/05      140,819       37,207      134,689      109,183
   Fishkill, New York property       (d)     8.25%    7/01/04    1,905,287           --    1,961,260           --
                                                                ----------   ----------   ----------   ----------
      Total                                                     $2,473,420   $4,974,706   $2,517,725   $5,261,146
                                                                ==========   ==========   ==========   ==========
</TABLE>

(a)  The Company, on September 11, 1996, closed a loan with a bank in the amount
     of $4,000,000. The loan is secured by a first mortgage lien covering the
     entire leasehold interest of the Company, as tenant, in a certain ground
     lease and building in the Jamaica, New York property. The interest rate on
     the loan was 8.50% for a period of five (5) years. As of April 1, 2002, the
     effective rate was reduced to 5.00% per annum. The outstanding balance of
     the loan, totaling $1,355,555 will become due and payable on April 1, 2007.

(b)  The Company, on December 13, 2000, closed a loan with a bank in the amount
     of $3,500,000. The loan is secured by a second position leasehold mortgage
     covering the entire leasehold interest of the Company as tenant in a
     certain ground lease and building in the Jamaica, New York property. The
     loan proceeds were utilized by the Company toward its costs of capital
     improvements of the premises in connection with the Company's lease of
     42,250 square feet of a floor in the building to the State of New York.

     The loan is structured in two phases:

          1.) A fifteen-month construction term with interest only on the amount
          owing at a floating rate per annum equal to the prime rate.

          2.) Upon completion of the renovations, the construction loan was
          converted to a ten (10) year second mortgage permanent loan on a
          fifteen (15) year level amortization, plus interest. The interest rate
          on the permanent loan during the first five (5) years is fixed at
          6.98% per annum. The interest rate during the five (5) year renewal
          term is at a fixed rate per annum equal to 2.25% above the five (5)
          year Treasury Note Rate then in effect.

     Payments are to be made, in arrears, on the first day of each and every
     month calculated (a) during the period of the construction loan, interest
     only, and (b) during the ten (10) year period of the term loan, at the sum
     of the interest rate plus amortization sufficient to fully liquidate the
     loan over a fifteen (15) year period. As additional collateral security,
     the Company will conditionally assign to the bank all leases and rents on
     the premises, or portions thereof, whether now existing or hereafter
     consummated. The Company has an option to prepay principal, in whole or in
     part, plus interest accrued thereon, at any time during the term, without
     premium or penalty. Other provisions of the loan agreement provide certain
     restrictions on the incurrence of indebtedness and the sale or


                                       -8-




<PAGE>

     transfer of the Company's ground lease interest in the premises. Both
     credit facilities are subject to the bank's existing first position
     mortgage loan on the premises. On August 2, 2001, the Company took down the
     balance of the loan of $1,200,000.

(c)  Mortgage is held by an affiliated corporation owned by members, including
     certain directors of the Company, of the family of the late Joe Weinstein,
     former Chairman of the Board of Directors. Interest and amortization of
     principal are paid quarterly. Effective April 1, 2000, the maturity date of
     the mortgage was extended to March 31, 2005. The interest rate remained at
     9% per annum. During the extended period the constant quarterly payments of
     interest and principal increased from $37,263 to $38,044. The mortgage loan
     is self-amortizing.

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

7.   Property and Equipment - at cost:

<TABLE>
<CAPTION>
                                                       January 31,     July 31,
                                                          2004           2003
                                                       -----------   -----------
<S>                                                    <C>           <C>
Property:
   Buildings and improvements                          $50,100,088   $46,181,865
   Improvements  to  leased  property                    9,158,009     9,158,009
   Land                                                  4,008,835     4,008,835
   Construction in progress                                168,925        62,436
                                                       -----------   -----------
                                                        63,435,857    59,411,145
   Less accumulated depreciation                        26,847,063    26,240,399
                                                       -----------   -----------
      Property - net                                    36,588,794    33,170,746
                                                       -----------   -----------

Fixtures and equipment and other:
   Fixtures and equipment                                  704,827       694,520
   Other fixed assets                                      212,747       242,538
                                                       -----------   -----------
                                                           917,574       937,058
   Less accumulated depreciation                           649,140       625,420
                                                       -----------   -----------
   Fixtures and equipment and other - net                  268,434       311,638
                                                       -----------   -----------

      Property and equipment - net                     $36,857,228   $33,482,384
                                                       ===========   ===========
</TABLE>

8.   Payable to Securities Broker:

     The Company borrowed funds, payable on demand, from a securities broker.
     The loan balance at January 31, 2004 in the amount of $334,565, secured by
     the Company's marketable securities, accrues interest at a floating rate,
     which at January 31, 2004, was at the annual rate of 3.375%.


                                       -9-




<PAGE>

9.   Unbilled Receivables and Rental Income:

     Unbilled receivables represent the excess of scheduled rental income
     recognized on a straight-line basis over rental income as it becomes
     receivable according to the provisions of each lease.

     The Company had leased from an affiliate one of the stores which was closed
     in connection with its reorganization proceedings in 1982. The Company, by
     agreement with the affiliate, modified and assigned its lease to a third
     party. The agreement with the affiliate provided for certain monthly
     payments to be made to the Company through August 30, 2002, the termination
     date of the agreement. Rental income includes $69,629 for the six months
     ended January 31, 2003, representing rental from the affiliated company.
     There was no rental income from the affiliated company for the six months
     ended January 31, 2004.

10.  Employees' Retirement Plan:

     The Company sponsors a noncontributory Money Purchase Plan covering
     substantially all of its employees. Operations were charged $68,806 and
     $137,510 as contributions to the Plan for the three and six months ended
     January 31, 2004, respectively, and $73,158 and $138,146 as contributions
     to the Plan for the three and six months ended January 31, 2003,
     respectively.

11.  Cash Flow Information:

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

<TABLE>
<CAPTION>
     Supplemental disclosure:                                 Six Months Ended
                                                                 January 31,
                                                           ---------------------
                                                             2004        2003
                                                           --------   ----------
<S>                                                        <C>        <C>
     Interest paid                                         $261,738   $  282,210
     Income taxes paid                                     $245,633   $1,298,433
</TABLE>

12.  Capitalization:

     The Company is capitalized entirely through common stock with identical
     voting rights and rights to liquidation. Treasury stock is recorded at cost
     and consists of 162,517 shares at January 31, 2004 and at July 31, 2003.

13.  Contingencies:

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


                                      -10-




<PAGE>

                                J. W. MAYS, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION

Results of Operations:

Three Months Ended January 31, 2004 Compared to the Three Months Ended January
31, 2003:

In the three months ended January 31, 2004, the Company reported net income of
$148,371, or $.07 per share. In the comparable three months ended January 31,
2003, the Company reported net income of $350,532, or $.17 per share.

Revenues in the current three months decreased to $3,441,183 from $3,476,508 in
the comparable 2003 three months. The decrease in revenue was due primarily to
the loss of the retail tenant at the Company's Jamaica, New York property,
partially offset by the leasing to two retail tenants at the same property.

Real estate operating expenses in the current three months increased to
$2,014,490 from $1,738,281 in the comparable 2003 three months primarily due to
increases in rental expense, real estate taxes, payroll, maintenance and utility
costs, partially offset by a decrease in insurance costs.

Administrative and general expenses in the current three months decreased to
$755,417 from $864,355 in the comparable 2003 three months due to decreases in
payroll, insurance, and legal and professional costs.

Depreciation and amortization expense in the current three months increased to
$328,161 from $298,032 in the comparable 2003 three months primarily due to
depreciation on the additional improvements to the Brooklyn, New York and the
Jamaica, New York properties.

Interest expense and other expenses in the current three months exceeded
investment income by $64,744 and by $73,317 in the comparable 2003 three months.
The decrease was due primarily to scheduled repayments of debt.

The bad debt recovery in the amount of $163,009 in the three months ended
January 31, 2003 relates to a prior years bad debt write-off of one of the
retail tenants at the Jamaica, New York Property.

Six Months Ended January 31, 2004 Compared to the Six Months Ended January 31,
2003:

In the six months ended January 31, 2004, the Company reported net income of
$429,159, or $.21 per share. In the comparable six months ended January 31,
2003, the Company reported net income of $667,608, or $.33 per share.

Revenues in the current six months increased to $6,761,124 from $6,721,886 in
the comparable 2003 six months.

Real estate operating expenses in the current six months increased to $3,882,297
from $3,378,578 in the comparable 2003 six months primarily due to increases in
rental expense, real estate taxes, payroll, maintenance and utility costs,
partially offset by a decrease in insurance costs.

Administrative and general expenses in the current six months decreased to
$1,350,286 from $1,561,116 in the comparable 2003 six months due to decreases in
payroll, insurance, and legal and professional costs.

Depreciation and amortization expense in the current six months increased to
$639,322 from $589,942 in the comparable 2003 six months primarily due to
depreciation on the additional improvements to the Brooklyn, New York and the
Jamaica, New York properties.

Interest expense and other expenses in the current six months exceeded
investment income by $129,060 and by $144,651 in the comparable 2003 six months.
The decrease was due primarily to scheduled repayments of debt.


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<PAGE>

The bad debt recovery in the amount of $163,009 in the six months ended January
31, 2003 relates to a prior years bad debt write-off of one of the retail
tenants at the Jamaica, New York Property.

Liquidity and Capital Resources:

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

Management considers current working capital and borrowing capabilities adequate
to cover the Company's planned operating and capital requirements. The Company's
cash and cash equivalents amounted to $447,480 at January 31, 2004.

The City of New York, a tenant in the Company's Jowein building in Brooklyn, New
York, whose lease expires April 29, 2010, has elected to exercise its option to
terminate the Lease Agreement effective May 31, 2004. The loss in annual revenue
to the Company commencing June 1, 2004, relating to the termination of the
lease, will approximate $2,440,000. Upon the termination of the lease agreement,
the Company will be due $295,695 from the City of New York representing the
unamortized portion of the Company's work cost to prepare the leased premises
for occupancy. The Company is actively seeking, through brokers, tenants to
occupy the space to be vacated as well as the additional 87,000 square feet of
available space in the building.

The Company leased 22,192 square feet for office use to a tenant in the
Company's Brooklyn, New York property. Rent is anticipated to commence in May
2004. The Company anticipates leasing 25,423 square feet in the same building
for office use to a tenant. Rent is anticipated to commence in April 2004. The
Company also leased 8,300 square feet for office use to two tenants in the
Company's Jowein building in Brooklyn, New York. Rent commenced in December 2003
for one tenant and is anticipated to commence in April 2004 for the other
tenant. To replace the retail store which vacated the Jamaica, New York location
in March 2003, the Company divided the space into three retail stores. As of
January 31, 2004, the Company has leased 54,289 square feet to two tenants. Rent
commenced in September 2003.

The first mortgage loan balance on the Fishkill, New York property matures on
July 1, 2004, with a balloon payment due of $1,856,852. The Company is presently
having discussions with the bank to extend this mortgage (See Note 6(d) to the
Consolidated Financial Statements).

The Company entered into a contract to purchase a one half interest in a parcel
which is part of its Brooklyn, New York property. The parcel is currently leased
to the Company. The purchase price is $1,500,000 and will be financed by an
affiliated company. The terms of the financing will be comparable to terms that
the Company would receive from unrelated parties.

The Company has decided to liquidate its portfolio of preferred securities in
order to fund tenant improvements.

Cash Flows From Operating Activities:

Receivables: The Company is due the amount of $66,013 as of January 31, 2004 as
reimbursement for expenditures for renovations made on behalf of a tenant at the
Jamaica, New York building. The amount of $66,013 is to be paid in installments
through April 2004. The original amount of the reimbursement was $1,591,753 of
which $1,525,740 has been received.

Prepaid Expenses: Expenditures for the six months ended January 31, 2004
increased by $41,420 compared to the period ended January 31, 2003, due to
increases in real estate taxes offset by a decrease in insurance premiums paid.

Payroll and other accrued liabilities: The Company paid $146,353 for commissions
incurred in order to lease space at the Company's properties in the six months
ended January 31, 2004. The original amount of the brokerage leasing commissions
was $409,629. As of January 31, 2004, $198,896 has been paid. There are also
amounts due outside contractors totaling $527,043 for construction work
completed at the Brooklyn, New York and Jamaica, New York properties.


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<PAGE>

Cash Flows From Investing Activities:

Capital expenditures: The Company had expenditures of $168,719 for the six
months ended January 31, 2004 for the renovation of a portion of the exterior of
its Brooklyn, New York building. The total cost was $203,000. The project was
completed in December 2003.

The Company had expenditures of $370,369 for the six months ended January 31,
2004 for the dividing of space into three separate stores, which was formerly
occupied by one department store that vacated the premises in March 2003, at its
Jamaica, New York building. The total cost of the project was $883,518. The
project was completed in October 2003.

The Company had expenditures of $935,800 for the six months ended January 31,
2004 for the renovation of 8,300 square feet to office space for two tenants at
its Jowein building in Brooklyn, New York. The total cost of the project was
$961,655. The project was completed in October 2003.

The Company also had expenditures of $2,292,293 for the six months ended January
31, 2004 for the renovation of 22,192 square feet to office space for a tenant
at its Brooklyn, New York building. The total cost of the project was
$2,460,751. The project was completed in January 2004.

Quantitative and Qualitative Disclosures About Market Risks:

The Company primarily uses fixed-rate debt to finance its capital requirements.
These transactions do not expose the Company to market risk related to changes
in interest rates. The Company does not use derivative financial instruments. At
January 31, 2004, the Company had fixed-rate debt of $7,448,126. Because of the
negotiations on the Fishkill, New York property loan, if interest rates were to
increase 100 basis points, the effect to net income from operations and future
cash flows would be a decrease of $19,053 and if it were to decrease 100 basis
points, the effect would be an increase of $19,053 for this loan. Due to the
loan payable to securities broker in the amount of $334,565, if interest rates
were to increase 100 basis points, the effect to net income from operations and
future cash flows would be a decrease of $3,346 and if it were to decrease 100
basis points, the effect would be an increase of $3,346 for this loan.

Cautionary Statement Regarding Forward-Looking Statements:

This Quarterly Report on Form 10-Q 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.


                                      -13-




<PAGE>

Controls and Procedures:

The Company's management reviewed the Company's internal controls and procedures
and the effectiveness of these controls. As of January 31, 2004, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including its Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included in
its periodic SEC filings.

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


                                      -14-




<PAGE>

Part II - Other Information

     Item 6 - Exhibits and Reports on Form 8-K

          (a) List of Exhibits:

<TABLE>
<CAPTION>
                                                                                                     Sequentially
          Exhibit                                                                                      Numbered
           Number                                    Exhibit                                             Page
          -------                                    -------                                         ------------
<S>                                                                                                       <C>
             (2)    Plan of acquisition, reorganization, arrangement, liquidation or succession...........N/A
             (4)    Instruments defining the rights of security holders, including indentures.............N/A
            (10)    Material contracts....................................................................N/A
            (11)    Statement re computation of per share earnings........................................N/A
            (15)    Letter re unaudited interim financial information.....................................N/A
            (18)    Letter re change in accounting principles.............................................N/A
            (19)    Report furnished to security holders..................................................N/A
            (22)    Published report regarding matters submitted to vote of security holders..............N/A
            (24)    Power of attorney.....................................................................N/A
            (27)    Financial data schedule...............................................................N/A
            (31)    Additional exhibits--Certifications Pursuant to Section 302 of the
                       Sarbanes-Oxley Act of 2002.
                    (31.1) Chief Executive Officer........................................................17
                    (31.2) Chief Financial Officer........................................................18
            (32)    Certification Pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002, 18 U.S.C. Section. 1350..................................................19
</TABLE>

          (b)  Reports on Form 8-K - A report on Form 8-K was filed by the
               registrant during the three months ended January 31, 2004.

               Item reported - The Company reported its financial results for
               the three months ended October 31, 2003.

               Date of report filed - December 12, 2003.


                                      -15-



<PAGE>

                                   SIGNATURES



         Pursuant to the requirements 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)



Date      March 10, 2004                              Lloyd J. Shulman
    ---------------------------                     ----------------------------
                                                      Lloyd J. Shulman
                                                      President
                                                      Chief Executive Officer



Date     March 10, 2004                               Mark S. Greenblatt
    ---------------------------                     ----------------------------
                                                      Mark S. Greenblatt
                                                      Vice President
                                                      (Chief Financial Officer)







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