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   April 30, 1997

[   ]  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 June 5, 1997
Common Stock,  $1 par value                       2,135,804 shares

                                             This report contains 17 pages.
<PAGE>
                               J. W. MAYS,  INC.

                                     INDEX





                                                            Page No.


Part I  -   Financial Information:

          Consolidated Balance Sheet                          3

          Consolidated Statement of Operations
            and Retained Earnings                             4

          Consolidated Statement of Cash Flows                5

          Notes to the Consolidated Financial Statements      6 - 12

          Management's Discussion and Analysis of Results
            of Operations and Financial Condition             13 - 15


Part II  -  Other Information                                 16

<PAGE>
<TABLE>

<CAPTION>
                       J.  W.  MAYS,  INC.
                   CONSOLIDATED BALANCE SHEET

                                                                      April 30,        July 31,
                             ASSETS                                     1997             1996
 ---------------------------------------------------------------  ---------------  ---------------
                                                                   (Unaudited)       (Audited)
<S>                                                                <C>              <C>

Property and Equipment - Net (Notes 5 and 7)                        $28,271,887      $26,080,506
                                                                   -------------    -------------

Current Assets:
  Cash and cash equivalents                                             742,082          412,653
  Marketable securities - other investments (Notes 4 and 8)           2,728,583        2,792,800
  Receivables                                                           254,077          315,179
  Deferred income taxes                                                 118,000           67,000
  Prepaid expenses                                                      699,598        1,171,896
  Income taxes refundable                                                   -              4,496
  Real estate taxes refundable                                              -             13,409
                                                                   -------------    -------------
       Total current assets                                           4,542,340        4,777,433
                                                                   -------------    -------------

Other Assets:
  Deferred charges                                                    2,583,894        2,414,194
  Less accumulated amortization                                       1,011,290          883,229
                                                                   -------------    -------------
       Net                                                            1,572,604        1,530,965
  Security deposits                                                     584,743          887,121
  Unbilled receivables (Note 9)                                       4,427,788        4,126,436
  Receivables                                                           195,127          194,453
  Marketable securities - other investments (Notes 4 and 8)              98,550           98,056
  Deferred income taxes                                                     -             76,000
                                                                   -------------    -------------
       Total other assets                                             6,878,812        6,913,031
                                                                   -------------    -------------

        TOTAL ASSETS                                                $39,693,039      $37,770,970
                                                                   =============    =============

              LIABILITIES AND SHAREHOLDERS ' EQUITY
 ---------------------------------------------------------------
Long-Term Debt:
  Mortgages payable (Note 5)                                         $8,842,090       $6,964,717
  Other (Note 6)                                                        664,799        1,039,709
                                                                   -------------    -------------
       Total long-term debt                                           9,506,889        8,004,426
                                                                   -------------    -------------

Current Liabilities:
  Payable to securities broker (Note 8)                               1,280,992        1,497,320
  Accounts payable                                                       39,145           32,460
  Payroll and other accrued liabilities                                 532,133          546,370
  Income taxes payable                                                    5,725              -
  Other taxes payable                                                     3,105            5,194
  Current portion of long-term debt - mortgages payable (Note 5)        762,288          483,450
  Current portion of long-term debt - other (Note 6)                    104,000           60,667
                                                                   -------------    -------------
       Total current liabilities                                      2,727,388        2,625,461
                                                                   -------------    -------------

  Deferred Income Taxes                                                  67,000              -
                                                                   -------------    -------------

       Total liabilities                                             12,301,277       10,629,887
                                                                   -------------    -------------

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 (Note 4)              55,684           17,261
  Retained earnings                                                  22,101,410       21,883,520
                                                                   -------------    -------------
                                                                     27,681,636       27,425,323
  Less common stock held in treasury, at cost - 42,493
    shares at April 30, 1997 and 41,900 at July 31, 1996                289,874          284,240
                                                                   -------------    -------------
       Total shareholders' equity                                    27,391,762       27,141,083
                                                                   -------------    -------------

Commitments and Contingencies (Note 13)

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $39,693,039      $37,770,970
                                                                   =============    =============


See Notes to the Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>



<CAPTION>
                           J.  W. MAYS, INC.

     CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS


                                                                            Three Months Ended              Nine Months Ended
                                                                                April 30,                       April 30,
                                                                      -------------- ---------------  -------------- ---------------
                                                                          1997           1996             1997           1996
<S>                                                                  <C>             <C>            <<C>             <C>
                                                                      -------------  -------------    -------------  -------------
                                                                       (Unaudited)    (Unaudited)      (Unaudited)    (Unaudited)

Revenues
  Rental income                                                          $2,429,193     $2,429,902       $7,343,860     $6,924,337
                                                                       -------------  -------------    -------------  -------------


Expenses
  Real estate operating expenses                                          1,490,821      1,510,799        4,453,965      4,289,605
  Administrative and general expenses                                       489,693        549,219        1,457,732      1,957,123
  Depreciation and amortization                                             251,217        224,384          722,804        664,152
                                                                       -------------  -------------    -------------  -------------
       Total expenses                                                     2,231,731      2,284,402        6,634,501      6,910,880
                                                                       -------------  -------------    -------------  -------------
Income  before investment income,
  interest expense and income taxes                                         197,462        145,500          709,359         13,457
                                                                       -------------  -------------    -------------  -------------
Investment income and interest expense
  Investment income                                                          64,006         61,392          189,966        186,558
  Interest expense                                                         (168,455)      (171,359)        (520,435)      (511,602)
                                                                       -------------  -------------    -------------  -------------
                                                                           (104,449)      (109,967)        (330,469)      (325,044)
                                                                       -------------  -------------    -------------  -------------

Income (loss) before income taxes                                            93,013         35,533          378,890       (311,587)
Income taxes provided (benefit)                                              75,000         31,400          161,000        (79,600)
                                                                       -------------  -------------    -------------  -------------
Income (loss)                                                                18,013          4,133          217,890       (231,987)

Retained earnings, beginning of period                                   22,083,397     21,788,686       21,883,520     22,024,806
                                                                       -------------  -------------    -------------  -------------
Retained earnings, end of period                                        $22,101,410    $21,792,819      $22,101,410    $21,792,819
                                                                       =============  =============    =============  =============

Income (loss) per common share                                                 $.01           $-               $.10          $(.11)
                                                                       =============  =============    =============  =============

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

Weighted average common shares outstanding                                2,136,124      2,136,397        2,136,308      2,136,397
                                                                       =============  =============    =============  =============


See Notes to the Consolidated Financial Statements.




</TABLE>
<PAGE>
<TABLE>
                       J.  W.  MAYS,  INC.
<CAPTION>

              CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                        Nine Months Ended
                                                                             April 30,
                                                                  ------------------------------
                                                                      1997             1996
                                                                  -------------    -------------
                                                                   (Unaudited)      (Unaudited)
<S>                                                                <C>              <C>

Cash Flows From Operating Activities
Income (loss)                                                          $217,890        $(231,987)

Adjustments to reconcile income (loss) to
 net cash provided by operating activities:
  Amortization of premium on marketable debt securities                    (251)             530
  Realized gain on marketable securities                                  2,360              -
  Depreciation and amortization                                         722,804          664,152
  Amortization of deferred expenses                                     165,730          185,656
  Other assets - deferred expenses                                     (207,369)        (267,412)
                      - security deposits                               302,378         (418,447)
                      - unbilled receivables                           (301,352)         (34,052)
  Deferred income taxes                                                  73,000         (170,800)

Changes in:
  Receivables                                                            60,428          (29,176)
  Prepaid expenses                                                      472,298          396,309
  Income taxes refundable                                                 4,496              -
  Real estate taxes refundable                                           13,409              -
  Accounts payable                                                        6,685          (33,778)
  Payroll and other accrued liabilities                                 (14,237)          91,554
  Income taxes payable                                                    5,725           (5,098)
  Other taxes payable                                                    (2,089)          (1,158)
                                                                   -------------    -------------
     Cash provided by operating activities                            1,521,905          146,293
                                                                   -------------    -------------

Cash Flows From Investing Activities
  Capital expenditures                                               (2,914,185)      (1,382,399)
  Marketable securities - other investments:
    Receipts from sales or maturities                                   170,000          326,132
    Payments for purchases                                              (50,963)        (200,915)
                                                                   -------------    -------------
       Cash  (used in) investing activities                          (2,795,148)      (1,257,182)
                                                                   -------------    -------------

Cash Flows From Financing Activities
  Borrowings - mortgage debt and term-loan                            2,500,000        1,250,000
  Borrowings - securities broker                                        129,347          477,080
  Payments   - securities broker                                       (345,675)        (860,380)
  Increase (decrease) in long-term debt and other - short-term          322,171          231,619
  Increase (decrease) in long-term debt and other - long-term          (997,537)        (114,404)
  Purchase of treasury stock                                             (5,634)             -
                                                                   -------------    -------------
      Cash provided  by financing activities                          1,602,672          983,915
                                                                   -------------    -------------

Increase (decrease) in cash                                             329,429         (126,974)

Cash and cash equivalents at beginning of period                        412,653          490,315
                                                                   -------------    -------------

Cash and cash equivalents at end of period                             $742,082         $363,341
                                                                   =============    =============

See Notes to the Consolidated Financial Statements.



</TABLE>
<PAGE>


                               J. W. MAYS,  INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. The interim financial statements are prepared pursuant to the requirements
   for reporting on Form 10-Q.  The July 31, 1996 balance sheet was derived
   from audited financial statements but does not include all disclosures
   required by generally accepted accounting principles.  The interim
   financial statements and notes thereto should be read in conjunction with
   the financial statements and notes included in the Company's latest Annual
   Report on Form 10-K for the year ended July 31, 1996.  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 year ending July 31,
   1997.  The preparation of the Company's financial statements requires
   management to make estimates and judgments that affect the reported
   consolidated statements of operations and consolidated balance sheets and
   related disclosures.  Actual results could differ from those estimates.

2.   Income (loss) per common share:

   Income (loss) per common share has been computed by dividing the income
   (loss) 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 (loss) per common share were
   2,136,124 and 2,136,308 in the three and nine months ended April 30, 1997,
   respectively, and 2,136,397 in each of the comparable 1996 three and nine
   month periods.

3. Financial Accounting Standards No. 121:

   In May 1995, the Financial Accounting Standards Board issued statement of
   Financial Standards No. 121 ("FAS 121"), "Accounting for the Impairment of
   Long-Lived Assets and for Long-Lived Assets to be Disposed Of", effective
   for fiscal years beginning after December 15, 1995.  FAS 121 requires the
   recognition of an impairment loss related to long-lived assets and certain
   identifiable intangibles whenever events or changes in circumstances
   indicate that the carrying amount of an asset exceeds the sum of its
   expected future cash flows.  In such case, the asset's carrying value must
   be written down to fair value.  Adoption of this accounting standard did
   not have any effect on the Company's consolidated financial position or
   results of operation.

4. Marketable Securities - Other Investments:

     Marketable Securities available for Sale are classified as current assets
because the Company anticipates that the funds will be required to apply to
the cost of renovation of the Jamaica building to accommodate new tenants for
occupancy in May, 1997.
<PAGE>
<TABLE>


<CAPTION>
Marketable Securities - Other Investments  (continued)


            As of April 30, 1997, the Company's marketable securities were classified as follows:


                                                                                  Gross            Gross
                                                                               Unrealized       Unrealized        Fair
                                                                   Cost           Gains           Losses          Value
<S>          <C>                                               <C>            <C>              <C>            <C>
                                                               -------------  -------------    -------------  -------------
  Current
            Available for sale
              Equity securities                                   $2,617,940        $82,684             $-       $2,700,624
              Certificate of deposit                                  27,959            -                -           27,959
                                                                -------------  -------------    -------------  -------------
                   Total current                                  $2,645,899        $82,684             $-       $2,728,583
                                                                -------------  -------------    -------------  -------------

  Noncurrent
            Held to maturity
              Corporate debt securities                              $98,550         $3,232             $-         $101,782
                                                                -------------  -------------    -------------  -------------




  Investment income consists of the following:
                                                                    Three Months Ended              Nine Months Ended
                                                                         April 30,                       April 30,
                                                              ------------------------------  ------------------------------
                                                                   1997           1996             1997           1996
                                                                __________       __________       __________     __________
              Interest income                                         $9,132         $7,914          $26,197        $28,533
              Dividend income                                         55,604         53,112          166,129        157,659
              Gain (loss) on sale of marketable securities              (730)           366           (2,360)           366
                                                                -------------  -------------    -------------  -------------
                 Total                                               $64,006        $61,392         $189,966       $186,558
                                                                =============  =============    =============  =============


</TABLE>
<PAGE>



5. Long-Term Debt:

<TABLE>

<CAPTION>
                                                                           April 30, 1997                   July 31, 1996
                                                                   ------------------------------  ----------------------------
                                               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>

Term loan payable to bank                 (a) Variable    2/01/07            $-             $-            $20,682   $1,479,318
Mortgages:
  Jamaica, New York Property              (b)    8 1/2%   4/01/07         266,667      3,733,333                -            -
  Jowein Building, Brooklyn, N.Y.         (c)        9%   3/31/00          74,749        778,345           83,825      831,560
  Fishkill, New York Property             (d)        9%  11/01/99         116,209      2,473,302          108,651    2,561,428
  Circleville, Ohio Property              (e)        7%   9/30/02         296,644      1,661,724          262,767    1,890,947
  Other                                          8 1/2%   5/01/01           8,019        195,386            7,525      201,464
                                                                     -------------  -------------    -------------  -----------
       Total                                                             $762,288     $8,842,090         $483,450   $6,964,717
                                                                     =============  =============    =============  ===========
</TABLE>



(a)On August 17, 1995, the Company entered into an agreement with a bank
   wherein the bank approved a $1,500,000 loan facility for the Company to use
   to fund building construction/renovation costs to accommodate tenants under
   lease.  The Company had taken down the $1,500,000 and repaid the amount on
   September 11, 1996 (see Note 5(b) below). There was no prepayment penalty
   for early repayment of the loan.

(b)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 property.  The loan proceeds were
   utilized by the Company toward (a) payment in full of the outstanding term
   loan by the Company in favor of the same bank in the amount of $1,500,000
   plus interest (see Note 5(a) above) and (b) its costs for the renovations
   to the portions of the premises in connection with the Company's sublease
   of a significant portion of the building.  Although the loan was closed on
   September 11, 1996 the entire $4,000,000 was not drawn down until March 31,
   1997.  As of October 31, 1996 the Company had taken down $1,500,000.
   Additional amounts of $800,000, $800,000 and $900,000 were taken down
   December 30, 1996, February 3, 1997 and March 31, 1997, respectively.  The
   interest rate on the loan is 8 1/2% 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 1/4%,
   fixed for the balance of the term.  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.  During the first six (6) months
   of the term, the Company is to have the option to secure advances against
   the loan amount with the loan to convert to a ten (10) year term at the
   expiration of the initial six (6) month period thereof. As of April 30,
   1997, construction period interest incurred amounted to $45,845 which
   amount was capitalized as part of the renovations.

   Payments are payable in arrears, on the first day of each and every month
   during the term, calculated (a) during the initial six (6) month period of
   the term, interest only, and (b) during the final ten (10) year period of
   the term, at the sum of the interest plus amortization sufficient to fully
   liquidate the loan over a fifteen (15) year period.  As additional
   security, the Company conditionally assigned to the bank certain leases and
   rents on the premises, or portions thereof, now existing and assigned
   certain leases on the premises 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, upon thirty (30) days prior notice to
   the bank, 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.

(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, 1997, the maturity date of
   the mortgage which was scheduled to be on March 31, 1998, was extended to
   March 31, 2000.  The interest rate increased from 7 3/8% to 9% commencing
   April 1, 1997.  During the renewal period there will be no change in the
   constant quarterly payments of interest and principal in the amount of
   $37,263.

(d)On October 28, 1994, the existing first mortgage loan balance on the
   Fishkill property was paid down by a $200,000 payment and the due date of
   the mortgage loan was extended for a period of five (5) years from November
   1, 1994.  The annual interest rate was reduced from 10% to 9% and the
   principal and interest payments are to be made in constant monthly amounts
   based upon a fifteen (15) year payout period.

(e)The mortgage loan, which is self-amortizing, matures September 30, 2002.
   The loan is payable at an annual interest rate of 7%.  Under the terms of
   the loan, constant monthly payments, including interest and principal,
   commenced April 1, 1994 in the amount of $33,767, until October 1, 1997, at
   which time the monthly payments of interest and principal increase to
   $36,540.


6.   Long-Term Debt - Other:

     Long-Term debt - other consists of the following:



<TABLE>

<CAPTION>
                                                                     April 30, 1997                    July 31, 1996
                                                            -------------------------------  -------------------------------

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

Deferred compensation  *                                          $104,000        $381,334          $60,667        $459,333
Lease security deposits  **                                            -           283,465              -           580,376
                                                              -------------   -------------    -------------   -------------
    Total                                                         $104,000        $664,799          $60,667      $1,039,709
                                                              =============   =============    =============   =============
</TABLE>



     * In fiscal 1964 the Company entered into a deferred compensation
       agreement with Max L. Shulman, its then Chairman of the Board.  This
       agreement, as amended, provides for a total of $520,000 to be paid in
       monthly installments of $8,666.67 for a period of 60 months, payable
       upon the expiration of his employment, retirement or permanent
       disability as defined in the agreement, or death.  Mr Shulman retired
       as an employee on December 31, 1996.

     **Does not include three irrevocable letters of credit totaling $275,000
       provided by three tenants as lease security deposits.
<PAGE>
7.   Property and Equipment - Net:


<TABLE>

<CAPTION>
                                                                   April 30,         July 31,
                                                                     1997             1996
                                                                ---------------  ---------------
<S>                                                              <C>              <C>
Property:
  Buildings and improvements                                       $32,101,198      $31,988,028
  Improvements  to  leased  property                                 9,143,368        9,131,836
  Land                                                               4,008,835        4,008,835
  Construction in progress                                           2,773,123              -
                                                                  -------------    -------------
                                                                    48,026,524       45,128,699
  Less accumulated depreciation                                     19,916,470       19,233,598
                                                                  -------------    -------------
     Property - net                                                 28,110,054       25,895,101
                                                                  -------------    -------------

Fixtures and equipment and other:
  Fixtures and equipment                                               510,109          493,748
  Other fixed assets                                                   171,183          171,183
                                                                  -------------    -------------
                                                                       681,292          664,931
  Less accumulated depreciation                                        519,459          479,526
                                                                  -------------    -------------
    Fixtures and equipment and other - net                             161,833          185,405
                                                                  -------------    -------------

        Property and equipment - net                               $28,271,887      $26,080,506
                                                                  =============    =============
</TABLE>



8.   Payable to Securities Broker:

     The Company borrowed funds, payable on demand, from a securities broker.
     The loan balance at April 30, 1997 in the amount of $1,280,992, secured by
     the Company's marketable securities, accrues interest, which at April 30,
     1997, was at the annual rate of 7 3/4%.


9.   Unbilled Receivables:

     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.


10.  Employees' Retirement Plan:

     The Company sponsors a noncontributory Money Purchase Plan covering
     substantially all of its employees.  Operations were charged $33,750 and
     $101,925 as contributions to the Plan for the three and nine months ended
     April 30, 1997, respectively, and $35,000 and $105,000 as contributions to
     the Plan for the three and nine months ended April 30, 1996, respectively.


<PAGE>
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>
                                                        Nine Months Ended
                                                            April 30,
                                                  ------------------------------
                                                       1997           1996
                                                     __________     __________
<S>                                               <C>            <C>
Interest paid                                          $494,814       $517,204
Income taxes paid                                       $77,779        $96,298

</TABLE>

12.  Financial Instruments and Credit Risk Concentrations:

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

     The Company derives rental income from twenty-eight tenants, of which two
     tenants each accounted for more than 10% of rental income during the
     quarter ended April 30, 1997.  The City of New York is one of the two
     tenants and the other tenant is 510 Fulton Street Realty Associates, the
     owners of which are long established in business.

     McCrory Stores Corporation ("McCrory"), which occupied space in the
     Company's Jowein Building in the Fulton Mall in downtown Brooklyn, New
     York, and whose lease, as amended, extended to April 29, 2010, filed for
     relief under Chapter 11 of the Bankruptcy Code in February 1992.  McCrory
     rejected its lease, as amended, with the Company with the approval of the
     Bankruptcy Court effective January 31, 1994.  The Company has filed a
     proof of claim with the United States Bankruptcy Court, Southern District
     of New York in the total amount of $7,753,732 for damages arising from the
     rejection of the lease ("Lease Rejection Claim") and a proof of claim in
     the amount of $86,650 for pre-petition unpaid rent, which amount has been
     allowed in the reduced amount of $84,354.39, without prejudice to
     McCrory's right to assert other and further objections.  The Company has
     also filed an administrative claim in the amount of approximately $296,000
     ("Administrative Claim") for damages resulting from McCrory's failure to
     repair and maintain the premises as required by the lease.  McCrory has
     filed an objection to the Company's Lease Rejection Claim and
     Administrative Claim, and asserts that no amount is due and owing.  The
     Company has not included its claim against McCrory in its financial
     statements due to the pending litigation over the Lease Rejection Claim
     and Administrative Claim and the uncertainty of the amount that may
     ultimately be allowed and collected.  The Company has leased approximately
     69,000 square feet of the approximate 99,000 square feet of space
     surrendered by McCrory.  The remainder of the space of approximately
     30,000 square feet is not leaseable due to the renovations required to
     accommodate six tenants where formerly there was one.  The rental income
     to be derived from the six tenants over the terms of their leases will be
     approximately $5,040,000 less than the total rental income that would have
     been due from McCrory for the period February 1, 1994 through April 29,
     2010, the termination date of the McCrory lease.

     Jamesway Corporation ("Jamesway"), which occupied retail space in the
     Fishkill, New York property and whose lease extended to January 31, 2005,
     filed for relief under Chapter 11 of the Bankruptcy Code on October 18,
     1995.  Jamesway rejected its lease for the Fishkill location with the
     approval of the Bankruptcy Court, effective February 29, 1996 but
     continued occupancy until March 22, 1996.  The Company has filed an
     amended unsecured claim in the amount of $883,635 for damages resulting
     from the breach and rejection of the lease and an administrative priority
     claim in the amount of approximately $189,000 for certain amounts due
     under the lease after the filing of Jamesway's  Chapter 11 petition and
     for the costs of repairs resulting from Jamesway's failure to fulfill its
     repair and maintenance obligations under the lease.  The Company has made
     no provision in its financial statements for the claims filed against
     Jamesway due to the uncertainty of the amount that may ultimately be
     allowed and collected, except for the pre-petition rental obligations
     claim of $31,971, which amount is included in the unsecured claim of
     approximately $883,635. Jamesway has recently stated in its Amended
     Disclosure Statement for Debtors' Amended Joint Liquidating Plan of
     Reorganization dated as of April 15, 1997, that creditors will receive
     distributions equal to approximately 44% of the allowed amounts of their
     unsecured claims.  Accordingly, it is the opinion of management that the
     Company will realize in excess of $31,971 from the Company's amended
     unsecured claim of $883,635 and the Company's administrative claim in the
     amount of approximately $189,000.

     The Company reports scheduled rental income recognized on a straight-line
     basis rather than rental income as it becomes a receivable according to
     the provisions of the lease, in compliance with the provisions of
     Statement of Financial Accounting Standards No. 13, "Accounting for
     Leases".  The excess of the scheduled rental income of McCrory, recognized
     on a straight-line basis over rental income reported through January 31,
     1994, the effective date of McCrory's rejection of its lease, amounts to
     $708,673 and such amount was written off and classified as a bad debt
     during the twelve month period ended July 31, 1994.  The excess of the
     scheduled rental income of Jamesway recognized on a straight-line basis
     over rental income reported through January 31, 1996, amounted to $424,011
     and such amount was written off and classified as a bad debt during the
     twelve month period ended July 31, 1996.

13.  Commitments and 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.

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


Results of Operations:

Three Months Ended April 30, 1997 Compared to the Three Months Ended April 30,
1996:

In the three months ended April 30, 1997, the Company reported income in the
amount of $18,013, or $.01 per share.  The comparable 1996 quarter resulted in
income of $4,133.

Rental income in the current three months amounted to $2,429,193 compared to
$2,429,902 in the comparable 1996 three months.

Real estate operating expenses decreased to $1,490,821 from $1,510,799 in the
1996 quarter principally due to decreased maintenance costs.

Administrative and general expenses decreased to $489,693 from $549,219
principally due to decreased professional and insurance costs.

Depreciation and amortization expense in the current three months increased to
$251,217 from $224,384 in the three months ended April 30 1996 because of
additional improvements to property.

Interest expense exceeded investment income by $104,449 in the current quarter
and by $109,967 in the comparable 1996 quarter, principally due to the
increased interest on the broker loan discussed in Note 8 and the loans
discussed in Notes 5(a) and (b) to the Consolidated Financial Statements.


Nine Months Ended April 30, 1997 Compared to the Nine Months Ended April 30,
1996:

In the nine months ended April 30, 1997, the Company reported income in the
amount of $217,890, or $.10 per share.  The comparable 1996 nine month period
resulted in a loss of $231,987, or $.11 per share, after the pre-tax write-off
of a bad debt amounting to $424,011 relating to the rejection by a tenant of
its lease, discussed below.  There was no comparable item in the 1997 nine
month period.

Rental income in the current nine months increased to $7,343,860 from
$6,924,337 in the comparable 1996 nine months, primarily due to the addition
of three tenants.

Real estate operating expenses increased to $4,453,965 from $4,289,605 in the
1996 comparable period principally due to increased real estate taxes,
electricity and fuel costs, offset in part by an allowed credit for water and
sewage costs in the 1996 nine month period.

Administrative and general expenses decreased to $1,457,732 from $1,957,123
principally due to a pre-tax write-off of a bad debt of $424,011 in the 1996
nine month period, discussed below, and a decrease in insurance and legal and
professional costs.

The Company reports scheduled rental income recognized on a straight-line
basis rather than rental income as it becomes a receivable according to the
provisions of the lease, in compliance with the provisions of Statement of
Financial Accounting Standards No. 13, "Accounting for Leases".  The excess of
the scheduled rental income of Jamesway recognized on a straight-line basis
over rental income reported through January 31, 1996, amounted to $424,011 and
such amount was written off and classified as a bad debt in the 1996 nine
month period.

Depreciation and amortization expense in the current nine months increased to
$722,804 from $664,152 in the nine months ended April 30, 1996 because of
additional improvements to property.

Interest expense exceeded investment income in the amount of $330,469 in the
current nine month period and by $325,044 in the nine months ended April 30,
1996 principally due to the increased interest on the broker loan discussed in
Note 8 and the loans discussed in Notes 5(a) and (b) to the Consolidated
Financial Statements.

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.

Cash Flows From Operating Activities:

Other Assets:  Security Deposits - The Company refunded to a tenant that
vacated the premises at the Jowein building, Brooklyn, New York its security
deposit in the amount of $305,737.

          Deferred Expenses - The Company had an expenditure of approximately
$152,000 for costs incurred to obtain loan financing for renovations to be
performed at the Jamaica, New York building to accommodate two new tenants.

Cash Flows From Investing Activities:

Capital Expenditures:  The Company had expenditures of approximately
$2,773,000 for renovations at its Jamaica, New York building to accommodate
two new tenants.

Cash Flows From Financing Activities:

Borrowings: Mortgage Debt - The Company took down a loan in the aggregate
amount of $2,500,000 from a bank to apply to the cost of renovations to the
Jamaica, New York building to accommodate two new tenants.  (See Note 5(b) to
the Consolidated Financial Statements).

Lease Security:  The Company refunded to a tenant that vacated its premises in
the Jowein building, Brooklyn, New York its security deposit in the amount of
$305,737.

The leasing of 69,000 square feet of space in the Jowein Building located in
the Fulton Mall in downtown Brooklyn, New York to three chain store tenants
and two additional tenants for retail space and one tenant for office space,
the leasing of 25,000 square feet to the U. S. Post Office in Fishkill, New
York and the leasing to the State of New York of approximately 46,000 square
feet of office space for two tenants in the Company's former store in Jamaica,
New York, will provide additional working capital for the Company.  The
Jamaica leases commenced May 1, 1997.  To defray the costs of renovations for
the State occupancy, the Company borrowed from a bank the principal amount of
$2,500,000 (see Note 5(b) to the Consolidated Financial Statements).

The Company had working capital of  $1,814,952, with a ratio of  current
assets to  current liabilities of 1.67 to 1 at April 30, 1997.

Management considers current working capital and borrowing capabilities
adequate to cover the Company's planned operating and capital requirements.
<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.                                    N/A


   (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 April 30, 1997.
<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     June 5, 1997                          Lloyd J. Shulman
                                               -------------------
                                               Lloyd J. Shulman
                                               Chairman



Date     June 5, 1997                          Alex Slobodin
                                               --------------------
                                               Alex Slobodin
                                               Exec. Vice-President
                                               (Principal Financial Officer)


<PAGE>