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   October 31, 2002

[   ]  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 December 4, 2002
Common Stock,  $1 par value                       2,033,280 shares

                                             This report contains 18 pages.
                                      -1-
<PAGE>
                               J. W. MAYS,  INC.

                                     INDEX





                                                            Page No.


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 - 11

          Management's Discussion and Analysis of Results
            of Operations and Financial Condition             12 - 13

          Controls and Procedures                             13


Part II  -  Other Information                                 14

          Signatures                                          15
          Certifications - Chief Executive Officer            16
                         - Chief Financial Officer            17

          Exhibits   - 99(i)                                  18
                     - 99(ii)                                 18


<PAGE>                                -2-
<TABLE>

<CAPTION>
                       J.  W.  MAYS,  INC.
                   CONSOLIDATED BALANCE SHEET
                                                                     October 31,       July 31,
                             ASSETS                                     2002             2002
 --------------------------------------------------------------- ---------------  ---------------
                                                                   (Unaudited)       (Audited)

<S>                                                                <C>              <C>
Property and Equipment - Net (Notes 6 and 8)                        $32,731,615      $32,367,513
                                                                   -------------    -------------

Current Assets:
  Cash and cash equivalents                                           2,730,598        2,951,013
  Marketable securities  (Note 4)                                        44,794           44,653
  Receivables (Note 9)                                                  457,558          551,678
  Deferred income taxes                                                  78,000          107,000
  Prepaid expenses                                                      861,645        1,431,240
  Real estate taxes refundable                                              -             82,769
  Security deposits                                                      21,578           14,745
                                                                   -------------    -------------
       Total current assets                                           4,194,173        5,183,098
                                                                   -------------    -------------

Other Assets:
  Deferred charges                                                    2,861,316        2,858,009
  Less accumulated amortization                                       1,692,502        1,629,773
                                                                   -------------    -------------
       Net                                                            1,168,814        1,228,236
  Security deposits                                                     718,599          701,455
  Unbilled receivables (Note 9)                                       4,301,519        4,313,327
  Receivables (Note 9)                                                  130,482          193,444
  Marketable securities  (Note 4)                                     3,987,161        4,278,813
                                                                   -------------    -------------
       Total other assets                                            10,306,575       10,715,275
                                                                   -------------    -------------


        TOTAL ASSETS                                                $47,232,363      $48,265,886
                                                                   =============    =============

              LIABILITIES AND SHAREHOLDERS' EQUITY
 ---------------------------------------------------------------

Long-Term Debt:
  Mortgages payable (Note 6)                                         $7,614,522       $7,778,871
  Other (Note 7)                                                        415,880          399,328
                                                                   -------------    -------------
       Total long-term debt                                           8,030,402        8,178,199
                                                                   -------------    -------------

Deferred Income Taxes                                                 2,985,000        3,093,000
                                                                   -------------    -------------

Current Liabilities:
  Accounts payable                                                       74,097           55,605
  Payroll and other accrued liabilities                                 574,271          808,807
  Income taxes payable                                                  120,592          747,268
  Other taxes payable                                                     2,365            3,676
  Current portion of long-term debt - mortgages payable (Note 6)        647,912          712,864
  Current portion of long-term debt - other (Note 7)                     21,578           14,745
                                                                   -------------    -------------
       Total current liabilities                                      1,440,815        2,342,965
                                                                   -------------    -------------

       Total liabilities                                             12,456,217       13,614,164
                                                                   -------------    -------------

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                      688,158          880,810
  Retained earnings                                                  29,623,798       29,306,722
                                                                   -------------    -------------
                                                                     35,836,498       35,712,074
  Less common stock held in treasury, at cost - 145,017
    shares at October 31, 2002 and at July 31, 2002                   1,060,352        1,060,352
                                                                   -------------    -------------
       Total shareholders' equity                                    34,776,146       34,651,722
                                                                   -------------    -------------

Contingencies (Note 12)

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $47,232,363      $48,265,886
                                                                   =============    =============

See Notes to Consolidated Financial Statements.

                                      -3-

</TABLE>
<PAGE>
<TABLE>



<CAPTION>

                                 J.  W. MAYS, INC.

                 CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS


                                                                     Three Months Ended
                                                                         October 31,
                                                               --------------- ----------------
<S>                                                            <C>             <C>
                                                                      2002            2001
                                                               --------------  --------------
                                                                  (Unaudited)     (Unaudited)

Revenues
  Rental income (Notes 5 and 9)                                    $3,175,749      $3,062,784

  Rental income - affiliated company (Note 9)                          69,629         103,403
                                                                --------------  --------------
      Total revenues                                                3,245,378       3,166,187
                                                                --------------  --------------


Expenses
  Real estate operating expenses                                    1,640,297       1,475,091
  Administrative and general expenses                                 696,761         601,924
  Depreciation and amortization                                       291,910         280,305
                                                                --------------  --------------
       Total expenses                                               2,628,968       2,357,320
                                                                --------------  --------------
Income  from operations before investment income,
  interest expense and income taxes                                   616,410         808,867
                                                                --------------  --------------
Investment income and interest expense:
  Investment income (Note 4)                                           70,231          77,338
  Interest expense (Notes 6 and 11)                                  (141,565)       (182,633)
                                                                --------------  --------------
                                                                      (71,334)       (105,295)
                                                                --------------  --------------

Income before income taxes                                            545,076         703,572
Income taxes provided                                                 228,000         316,000
                                                                --------------  --------------
Net income                                                            317,076         387,572

Retained earnings, beginning of period                             29,306,722      28,052,532
                                                                --------------  --------------
Retained earnings, end of period                                  $29,623,798     $28,440,104
                                                                ==============  ==============

Income per common share  (Note 2)                                        $.16            $.19
                                                                ==============  ==============

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

Average common shares outstanding                                   2,033,280       2,033,280
                                                                ==============  ==============


See Notes to Consolidated Financial Statements.

                         CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                                     Three Months Ended
                                                                         October 31,
                                                               --------------- ----------------
                                                                      2002            2001
                                                               --------------  --------------
                                                                  (Unaudited)     (Unaudited)

Net Income                                                           $317,076        $387,572
                                                                --------------  --------------

Other comprehensive income, net of taxes (Note 3)


   Unrealized gain (loss) on available-for-sale securities:

       Net of taxes (benefit) of ($90,000) and $55,000 for the three

       months ended October 31, 2002 and 2001, respectively          (192,652)        105,523

      Reclassification adjustment                                      (3,838)              -
                                                                --------------  --------------
  Other comprehensive income (loss)                                  (196,490)        105,523
                                                                --------------  --------------

                                                                --------------  --------------
Comprehensive Income                                                 $120,586        $493,095
                                                                ==============  ==============
See Notes to Consolidated Financial Statements.
                                      -4-
</TABLE>
<PAGE>
<TABLE>

<CAPTION>
                       J.  W.  MAYS,  INC.

              CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                        Three Months Ended
                                                                            October 31,
                                                                 ---------------  ---------------
                                                                      2002             2001
                                                                 ---------------  ---------------
<S>                                                               <C>              <C>
                                                                   (Unaudited)      (Unaudited)

Cash Flows From Operating Activities:
Net income                                                             $317,076         $387,572

Adjustments to reconcile income to
 net cash provided by operating activities:
  Realized loss on marketable securities                                  3,838              -
  Depreciation and amortization                                         291,910          280,305
  Amortization of deferred expenses                                      62,729           58,397
  Other assets - deferred expenses                                       (3,307)         (22,242)
                      - unbilled receivables                             11,808           33,451
                      - unbilled receivables - affiliated company           -             45,484
                      - receivables                                      62,962           57,278
  Deferred income taxes                                                  20,000           72,000
Changes in:
  Receivables                                                            94,120          189,511
  Prepaid expenses                                                      569,595          521,920
  Real estate taxes refundable                                           82,769              -
  Accounts payable                                                       18,492           34,488
  Payroll and other accrued liabilities                                (234,536)        (113,502)
  Income taxes payable                                                 (626,676)           7,638
  Other taxes payable                                                    (1,311)           1,909
                                                                   -------------    -------------
     Cash provided by operating activities                              669,469        1,554,209
                                                                   -------------    -------------

Cash Flows From Investing Activities:
  Capital expenditures                                                 (656,012)         (58,351)
  Security deposits                                                     (23,977)          (3,460)
  Marketable securities:
    Receipts from sales or maturities                                     8,662           50,000
    Payments for purchases                                              (12,641)        (285,332)
                                                                   -------------    -------------
       Cash  (used) by investing activities                            (683,968)        (297,143)
                                                                   -------------    -------------

Cash Flows From Financing Activities:
  Borrowing - mortgage                                                      -          1,200,000
  Increase - security deposits                                           23,385            2,618
  Payments - mortgages and other debt                                  (229,301)        (256,392)
                                                                   -------------    -------------
      Cash provided (used) by financing activities                     (205,916)         946,226
                                                                   -------------    -------------

Increase (decrease) in cash                                            (220,415)       2,203,292

Cash and cash equivalents at beginning of period                      2,951,013        1,003,130
                                                                   -------------    -------------

Cash and cash equivalents at end of period                           $2,730,598       $3,206,422
                                                                   =============    =============

See Notes to Consolidated Financial Statements.
                                      -5-
</TABLE>
<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, 2002 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, 2002.  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, 2003.

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 2,033,280 for each
   of the three months ended October 31, 2002, and October 31, 2001.

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>
<TABLE>


<CAPTION>

As of October 31, 2002, the Company's marketable securities were classified as follows:

                                                                                  Gross            Gross
                                                                               Unrealized       Unrealized        Fair
                                                                   Cost           Gains           Losses          Value
                                                               -------------  -------------    -------------  -------------
  Current:

<S>          <C>                                               <C>            <C>              <C>            <C>
            Certificate of deposit                                   $44,794           $-               $-          $44,794
                                                                =============  =============    =============  =============

  Noncurrent:
            Available-for-sale:
              Equity securities                                   $2,944,003     $1,043,158             $-       $3,987,161
                                                                =============  =============    =============  =============


  Investment income consists of the following:

                                                                   Three Months Ended
                                                                       October 31,
                                                               -----------------------------
                                                                     2002           2001
                                                                -------------  -------------
            Interest income                                          $20,543        $33,663
            Dividend income                                           53,526         43,675
            (Loss) on sale of marketable securities                   (3,838)           -
                                                                -------------  -------------
                 Total                                               $70,231        $77,338
                                                                =============  =============

</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 18.03% and another tenant accounted for 15.33% of
   rental income during the three months ended October 31, 2002.  No other
   tenant accounted for more than 10% of rental income during the same
   period.
                                      -7-
<PAGE>
6. Long-Term Debt:


<TABLE>

<CAPTION>
Long Term Debt:
                                                                    October 31, 2002                   July 31, 2002
                                                            -------------------------------------------------------------------
                                         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      $2,266,667          $266,667       $2,333,333
  Jamaica, New York property       (b)     6.98%  8/01/06           147,828       3,202,943           145,257        3,240,406
  Jowein building, Brooklyn, N.Y.  (c)       9 %  3/31/05           125,957         211,351           123,220          243,872
  Fishkill, New York property      (d)     8.25%  7/01/04           107,461       1,933,561           105,275        1,961,260
  Circleville, Ohio property       (e)       7 %  9/30/02                 -               -            72,445                -
                                                              --------------  --------------    --------------  ---------------
       Total                                                       $647,912      $7,614,522          $712,864       $7,778,871
                                                              ==============  ==============    ==============  ===============
</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 and six (6) months, with
   such rate to change on the first day of the sixty-seventh (67th) month of the
   term to a rate equal to the then prime rate plus .25%, fixed for the balance
   of the term.  As of April 1, 2002, the effective rate was reduced to 5.00%
   per annum.  The loan is to become due and payable on the first day of the
   month following the expiration of ten (10) years and six (6) months from the
   closing date.

(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 a
   significant portion 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
                                      -8-
<PAGE>
   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 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.

(e)The mortgage loan, which was self-amortizing, matured September 30,
   2002.  The final payment was made September 1, 2002.

                                      -9-
<PAGE>
7. Long-Term Debt - Other:

     Long-Term debt - Other consists of the following:
<TABLE>

<CAPTION>
                                                                    October 31, 2002               July 31, 2002
                                                            ----------------------------------------------------------------

                                                                    Due             Due              Due             Due
                                                                  Within           After           Within           After
                                                                 One Year        One Year         One Year        One Year
<S>                                                          <C>             <C>              <C>             <C>
                                                             -------------   -------------    -------------   -------------

Lease security deposits                                            $21,578        $415,880          $14,745        $399,328
                                                              =============   =============    =============   =============
</TABLE>

Does not include three irrevocable letters of credit totaling $319,000 at
   October 31, 2002 and July 31, 2002, provided by three tenants.

8. Property and Equipment - at cost:

<TABLE>

<CAPTION>
                                                                    October 31,       July 31,
                                                                       2002             2002
                                                                ---------------  ---------------
<S>                                                              <C>              <C>
Property:
  Buildings and improvements                                       $44,151,860      $43,962,492
  Improvements  to  leased  property                                 9,158,009        9,158,009
  Land                                                               4,008,835        4,008,835
  Construction in progress                                             527,430           68,520
                                                                  -------------    -------------
                                                                    57,846,134       57,197,856
  Less accumulated depreciation                                     25,382,389       25,104,318
                                                                  -------------    -------------
     Property - net                                                 32,463,745       32,093,538
                                                                  -------------    -------------

Fixtures and equipment and other:
  Fixtures and equipment                                               664,747          657,013
  Other fixed assets                                                   216,702          216,702
                                                                  -------------    -------------
                                                                       881,449          873,715
  Less accumulated depreciation                                        613,579          599,740
                                                                  -------------    -------------
  Fixtures and equipment and other - net                               267,870          273,975
                                                                  -------------    -------------

        Property and equipment - net                               $32,731,615      $32,367,513
                                                                  =============    =============
                                      -10-
</TABLE>
<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
     quarter ended October 31, 2002, and $103,403 for the quarter ended October
     31, 2001, representing rentals from the affiliated company.

10   Employees' Retirement Plan:

     The Company sponsors a noncontributory Money Purchase Plan covering
     substantially all of its employees.  Operations were charged $64,988 and
     $63,586 as contributions to the Plan for the three months ended October
     31, 2002, and October 31, 2001, 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>

Supplemental disclosure:
<CAPTION>
                                                         Three Months Ended
                                                             October 31,
                                                  ------------------------------
                                                          2002           2001
                                                  ------------------------------

<S>                                               <C>            <C>
Interest paid                                           $142,567       $176,527
Income taxes paid                                       $834,676       $236,362
</TABLE>

12.  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.

                                      -11-
<PAGE>
                              J. W. MAYS, INC.
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                          AND FINANCIAL CONDITION

Results of Operations:

Three Months Ended October 31, 2002 Compared to the Three Months Ended October
31, 2001:

In the three months ended October 31, 2002, the Company reported net income of
$317,076, or $.16 per share.  In the comparable three months ended October 31,
2001, the Company reported net income of $387,572, or $.19 per share.

Revenues in the current three months increased to $3,245,378 from $3,166,187
in the comparable 2001 three months.

Real estate operating expenses in the current three months increased to
$1,640,297 from $1,475,091 in the comparable 2001 three months primarily due
to a increase in payroll, insurance, maintenance and utility costs, partially
offset by a decrease in real estate taxes.

Administrative and general expenses in the current three months increased to
$696,761 from $601,924 in the comparable 2001 three months due to an increase
in insurance, and legal and professional costs.

Depreciation and amortization expense in the current three months increased to
$291,910 from $280,305 in the comparable 2001 three months, primarily due to
depreciation on the additional improvements to the Jamaica, New York property.

Interest expense in the current three months exceeded investment income by
$71,334 and by $105,295 in the comparable 2001 three months. The decrease was
due to a reduction of the interest rate on a mortgage on the Jamaica, New York
property and by scheduled repayments of debt.

Liquidity and Capital Resources:

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

Management considers current working capital and borrowing capabilities
adequate to cover the Company's planned operating and capital requirements.
The Company's cash and cash equivalents amounted to $2,730,598 at October 31,
2002.

One of the retail tenants at the Company's Jamaica, New York location, under
lease dated March 29, 1990, as amended, filed under Chapter 11 of United
States Bankruptcy Code on October 7, 2002.  The tenant did not pay the amount
due at July 31, 2002 which amount was written off as a bad debt at July 31,
2002.  The tenant has not paid the fixed rent and the additional rent and
expenses due for the period, August 1, 2002 through October 6, 2002.  The
Company has reason to believe that the tenant does not intend to pay such
amounts and accordingly, has not recorded as income during the three months
ended October 31, 2002, the amount due of fixed rent of $149,933 and the
additional rent and other operating expenses of $36,833, for a total of
$186,766.  The tenant has paid the fixed rent and additional rent and other
operating expenses for the period October, 7, 2002 through November 30, 2002.
There was no comparable item in the 2001 corresponding quarter.

                                      -12-
<PAGE>

One tenant occupies the entire Circleville, Ohio property comprising a
warehouse distribution building of approximately 193,000 square feet on
approximately 11.66 acreage of land.  The term of the lease terminated
September 30, 2002.  An extension and modification of lease (term and rental)
for the entire premise has been executed for three years to September 30,
2005.  Tenant has the option to surrender up to 73,350 square feet of the
193,000 square feet, on/and after May 31, 2003.

The Company has obtained a judgment at a Trial Court in the New York State
Court of Claims in the amount of $4,147,500, plus interest and legal fees,
against the State of New York in connection with a condemnation by the State
affecting a portion of the Fishkill, New York  property.  On appeal to the
Appellate Division of the State of New York, the judgment was reversed and the
award reduced to $24,105.  The Company has made a motion to (1) increase the
award and (2) obtain leave to appeal to the Court of Appeals.

Cash Flows From Operating Activities:

Receivables:  The Company is due the amount of $373,636 as of October 31, 2002
as reimbursement for expenditures for renovations made on behalf of a tenant
at the Jamaica, New York building.  The amount of $373,636 is to be paid in
installments through April, 2004.  The original amount of the reimbursement
was $1,591,753 of which $1,218,117 has been received.

Prepaid Expenses:  Expenditures for the three months ended October 31, 2002
increased by $41,297 compared to the three months ended October 31, 2001, due
to an increase in insurance costs.

Cash Flows From Investing Activities:

Capital expenditures:  The Company had expenditures of $310,410 for the three
months ended October 31, 2002 for the upgrading of electrical service and the
renovation of a portion of the exterior of its Brooklyn, New York building.
The total cost will be approximately $650,000.  The total expenditures as of
October 31, 2002 were $378,930.  The project is anticipated to be completed in
December, 2002.  The Company also had expenditures of $148,500 for the three
months ended October 31, 2002 for the renovation of a portion of the exterior
of its Jamaica, New York building.  The total cost will be approximately
$280,000.  The project is anticipated to be completed in December, 2002.


Controls and Procedures

We currently have in place systems relating to internal controls with respect
to our financial information.  We also have in place disclosure controls and
procedures with respect to ensuring that all material information required to
be filed in this Quarterly Report on Form 10-Q has been made known to
management, and especially the Chief Executive Officer and Chief Financial
Officer, in a timely fashion.  Our management periodically reviews and
evaluates these internal controls and disclosure controls and procedures with
our internal auditor and our independent auditors and has done so within 90
days of filing of this Quarterly Report on Form 10-Q.  We have determined that
the internal controls and the disclosure controls and procedures were
effective as of the date of their evaluation in timely alerting them to
material information (both of a financial and a non-financial nature) relating
to the Company, including its consolidated subsidiaries.

We have determined that there have been no significant changes in our internal
controls and our disclosure controls and procedures or in other factors that
could significantly affect these controls subsequent to our most recent
evaluation.  While we believe that our internal controls and our disclosure
controls and procedures are effective, we understand that the SEC may be
promulgating additional rules relating to disclosure controls and procedures.
We cannot provide assurance that either our internal controls or our
disclosure controls and procedures will not change in the future to reflect
new rules of the SEC.

                                      -13-
<PAGE>
Part II - Other Information

  Item 6 - Exhibits and Reports on Form 8-K

   (a)  List of Exhibits:
                                                           Sequentially
   Exhibit                                                   Numbered
    Number                     Exhibit                          Page

      (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

     (99) Additional exhibits--Certifications Pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002;
          18 U.S.C. sec. 1350:

          (i)  Chief Executive Officer

          (ii) Chief Financial Officer

   (b)  Reports on Form 8-K - No report on Form 8-K was required to be filed
        by the Company during the three months ended October 31, 2002.


                                      -14-
<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     December 4, 2002                    Lloyd J. Shulman
                                             -----------------------
                                             Lloyd J. Shulman
                                             President
                                             Chief Executive Officer



Date     December 4, 2002                    Alex Slobodin
                                             -----------------------
                                             Alex Slobodin
                                             Exec. Vice-President
                                             (Principal Financial Officer)

                                      -15-
<PAGE>
CERTIFICATION PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934

In connection with the Report on Form 10-Q of J.W. Mays, Inc. (the "Company")
and its subsidiaries for the Quarterly Period ended October 31, 2002 as filed
with the Securities and Exchange Commission (the "Report"), I, Lloyd J.
Shulman, Chief Executive Officer of the Company, certify under oath that:

 1. I have reviewed the Report being filed;

 2.   Based on my knowledge, the Report does not contain any untrue
 statement of a material fact or omit to state a material fact necessary
 to make the statements made, in light of the circumstances under which
 such statements were made, not misleading with respect to the period
 covered by the Report;

 3.   Based on my knowledge, the financial statements, and other financial
 information included in the Report, fairly present in all material
 respects the financial condition, results of operations and cash flows of
 the Company as of, and for, the period presented in the Report;

 4.   I and the other certifying officers are responsible for establishing
 and maintaining disclosure controls and procedures (as such term is
 defined in paragraph (c) of Rule 13a-14) for the Company and have:

     i.   Designed such disclosure controls and procedures to ensure that
     material information relating to the Company, including its consolidated
     subsidiaries, is made known to them by others within those entities,
     particularly during the period in which the periodic reports are being
     prepared;

     ii.  Evaluated the effectiveness of the Company's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of the
     Report ("Evaluation Date"); and

     iii. Presented in the Report their conclusions about the effectiveness of
     the disclosure controls and procedures based on their evaluation as of
     the Evaluation Date;

 5.   I and the other certifying officers have disclosed, based on their
 most recent evaluation, to the Company's auditors and the audit committee
 of the board of directors (or persons fulfilling the equivalent
 function):

     i.   All significant deficiencies in the design or operation of internal
     controls which could adversely affect the Company's ability to record,
     process, summarize and report financial data and have identified for the
     Company's auditors any material weaknesses in internal controls; and

     ii.  Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the Company's internal
     controls; and

 6.   I and the other certifying officers have indicated in the report
 whether or not there were significant changes in internal controls or in
 other factors that could significantly affect internal controls
 subsequent to the date of their most recent evaluation, including any
 corrective actions with regard to significant deficiencies and material
 weaknesses.

                                                 Lloyd J. Shulman
                                                 -----------------------
                                                 Lloyd J. Shulman
                                                 President
                                                 Chief Executive Officer

                                      -16-
<PAGE>
CERTIFICATION PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934


In connection with the Report on Form 10-Q of J.W. Mays, Inc. (the "Company")
and its subsidiaries for the Quarterly Period ended October 31, 2002 as filed
with the Securities and Exchange Commission (the "Report"), I, Alex Slobodin,
Principal Financial Officer of the Company, certify under oath that:

 1. I have reviewed the Report being filed;

 2.   Based on my knowledge, the Report does not contain any untrue
 statement of a material fact or omit to state a material fact necessary
 to make the statements made, in light of the circumstances under which
 such statements were made, not misleading with respect to the period
 covered by the Report;

 3.   Based on my knowledge, the financial statements, and other financial
 information included in the Report, fairly present in all material
 respects the financial condition, results of operations and cash flows of
 the Company as of, and for, the period presented in the Report;

 4.   I and the other certifying officers are responsible for establishing
 and maintaining disclosure controls and procedures (as such term is
 defined in paragraph (c) of Rule 13a-14) for the Company and have:

     i.   Designed such disclosure controls and procedures to ensure that
     material information relating to the Company, including its consolidated
     subsidiaries, is made known to them by others within those entities,
     particularly during the period in which the periodic reports are being
     prepared;

     ii.  Evaluated the effectiveness of the Company's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of the
     Report ("Evaluation Date"); and

     iii. Presented in the Report their conclusions about the effectiveness of
     the disclosure controls and procedures based on their evaluation as of
     the Evaluation Date;

 5.   I and the other certifying officers have disclosed, based on their
 most recent evaluation, to the Company's auditors and the audit committee
 of the board of directors (or persons fulfilling the equivalent
 function):

     i.   All significant deficiencies in the design or operation of internal
     controls which could adversely affect the Company's ability to record,
     process, summarize and report financial data and have identified for the
     Company's auditors any material weaknesses in internal controls; and

     ii.  Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the Company's internal
     controls; and

 6.   I and the other certifying officers have indicated in the report
 whether or not there were significant changes in internal controls or in
 other factors that could significantly affect internal controls
 subsequent to the date of their most recent evaluation, including any
 corrective actions with regard to significant deficiencies and material
 weaknesses.


                                                 Alex Slobodin
                                                 ------------------------
                                                 Alex Slobodin
                                                 Executive Vice President
                                                 Chief Financial Officer
                                      -17-
<PAGE>
                                                             EXHIBIT 99(i)
                           CERTIFICATION
     PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE
     UNITED STATES CODE AS ADOPTED PURSUANT TO SECTION 906
                   OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Report on Form 10-Q of J.W. Mays, Inc.
and its subsidiaries for the Quarterly Period ended October 31, 2002, as filed
with the Securities and Exchange Commission (the Report), Lloyd J. Shulman,
Chairman, President, Chief Executive Officer and Chief Operating Officer of
J.W. Mays, Inc., hereby certifies, pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, 18 U.S.C. sec. 1350, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
     15(d), as applicable, of the Securities Exchange Act of 1934, and

     (2)  The information contained in the Report fairly presents, in all
     material respects, the financial condition and results of operations of
     J.W. Mays, Inc.


Dated: December 4, 2002
                                        Lloyd J. Shulman
                                        ----------------------------------
                                        Lloyd J. Shulman
                                        Chairman, President, Chief Executive
                                        Officer and Chief Operating Officer



                                                             EXHIBIT 99(ii)
                           CERTIFICATION
     PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE
     UNITED STATES CODE AS ADOPTED PURSUANT TO SECTION 906
                   OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Report on Form 10-Q of J.W. Mays, Inc.
and its subsidiaries for the Quarterly Period ended October 31, 2002, as filed
with the Securities and Exchange Commission (the Report), Alex Slobodin,
Executive Vice President and Chief Financial Officer of J.W. Mays, Inc.,
hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. sec. 1350, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
     15(d), as applicable, of the Securities Exchange Act of 1934, and

     (2)  The information contained in the Report fairly presents, in all
     material respects, the financial condition and results of operations of
     J.W. Mays, Inc.


Dated: December 4, 2002
                                        Alex Slobodin
                                        ----------------------------
                                        Alex Slobodin
                                        Executive Vice President and
                                        Chief Financial Officer

                                      -18-