FORM 10-Q

                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D. C. 20549


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

 For the quarterly period ended   January 31, 1996

[   ]  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      .

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

        Class                                Outstanding at March 8, 1996
Common Stock,  $1 par value                       2,136,397 shares

                                             This report contains 16 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 Consolidated Financial Statements          6 - 12

          Management's Discussion and Analysis of Results
            of Operations and Financial Condition             13 - 14


Part II  -  Other Information                                 15

<PAGE>

<TABLE>

<CAPTION>
                       J.  W.  MAYS,  INC.

                   CONSOLIDATED BALANCE SHEET

                                                                   January 31,       July 31,
                             ASSETS                                   1996             1995
 --------------------------------------------------------------- ---------------  ---------------
                                                                   (Unaudited)       (Audited)
<S>                                                                <C>              <C>

Property and Equipment - net (Notes 4 and 6)                        $26,019,120      $25,285,935
                                                                   -------------    -------------

Current Assets:
  Cash and cash equivalents                                             441,990          490,315
  Marketable securities - other investments (Notes 3 and 8)           2,919,851        2,799,712
  Receivables                                                           314,358          244,992
  Deferred income taxes                                                  37,000           27,000
  Prepaid expenses                                                    1,049,346        1,121,694
                                                                   -------------    -------------
       Total current assets                                           4,762,545        4,683,713
                                                                   -------------    -------------

Other Assets:
  Deferred charges                                                    2,551,276        2,329,140
  Less accumulated amortization                                         984,499          913,311
                                                                   -------------    -------------
       Net                                                            1,566,777        1,415,829
  Security deposits                                                     843,530          458,641
  Unbilled receivables (Note 9)                                       3,937,500        4,026,435
  Receivables                                                           153,906          109,687
  Marketable securities - other investments (Notes 3 and 8)              97,726          164,063
  Deferred income taxes                                                 110,000              -
                                                                   -------------    -------------
       Total other assets                                             6,709,439        6,174,655
                                                                   -------------    -------------

        TOTAL ASSETS                                                $37,491,104      $36,144,303
                                                                   =============    =============

              LIABILITIES AND SHAREHOLDERS' EQUITY
 ---------------------------------------------------------------
Long-Term Debt:
  Mortgages payable (Note 4)                                         $6,885,452       $5,954,306
  Other (Note 5)                                                      1,059,833          677,597
                                                                   -------------    -------------
       Total long-term debt                                           7,945,285        6,631,903
                                                                   -------------    -------------

Deferred Income Taxes                                                       -             14,000
                                                                   -------------    -------------

Current Liabilities:
  Payable to securities broker (Note 8)                               1,310,679        1,225,100
  Accounts payable                                                       17,927           64,744
  Payroll and other accrued liabilities                                 551,299          487,956
  Income taxes payable                                                    6,383           18,588
  Other taxes payable                                                     8,758            4,081
  Current portion of long-term debt - mortgages payable (Note 4)        525,245          404,813
                                                                   -------------    -------------
       Total current liabilities                                      2,420,291        2,205,282
                                                                   -------------    -------------

       Total liabilities                                             10,365,576        8,851,185
                                                                   -------------    -------------

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 3)              96,540           28,010
  Retained earnings                                                  21,788,686       22,024,806
                                                                   -------------    -------------
                                                                     27,409,768       27,577,358
  Less common stock held in treasury, at cost - 41,900
    shares at January 31, 1996 and July 31, 1995                        284,240          284,240
                                                                   -------------    -------------
       Total shareholders' equity                                    27,125,528       27,293,118
                                                                   -------------    -------------

Commitments and Contingencies (Note 14)

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $37,491,104      $36,144,303
                                                                   =============    =============


See Notes to Consolidated Financial Statements.
                                                              - 3-
</TABLE>
<PAGE>
<TABLE>



<CAPTION>
                           J.W. MAYS, INC.

     CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS


                                                                           Three Months Ended            Six Months Ended
                                                                               January 31,                   January 31,
                                                                      -------------- -------------- -------------- ---------------
                                                                            1996           1995           1996           1995
<S>                                                                   <C>            <C>            <C>            <C>
                                                                      -------------  -------------  -------------  -------------
                                                                       (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)

Revenues
  Rental income                                                          $2,468,181     $2,109,155     $4,494,435     $4,179,904
                                                                       -------------  -------------  -------------  -------------

Expenses
  Real estate operating expenses                                          1,506,188      1,402,653      2,778,806      2,757,216
  Administrative and general expenses                                       891,624        500,996      1,407,904      1,022,200
  Depreciation and amortization                                             222,684        209,555        439,768        417,984
                                                                       -------------  -------------  -------------  -------------
       Total expenses                                                     2,620,496      2,113,204      4,626,478      4,197,400
                                                                       -------------  -------------  -------------  -------------
(Loss) from operations before investment income,
  interest expense and income taxes                                        (152,315)        (4,049)      (132,043)       (17,496)
                                                                       -------------  -------------  -------------  -------------
Investment income and interest expense
  Investment income                                                          64,857        112,163        125,166        221,549
  Interest expense                                                         (173,140)      (168,490)      (340,243)      (342,605)
                                                                       -------------  -------------  -------------  -------------
                                                                           (108,283)       (56,327)      (215,077)      (121,056)
                                                                       -------------  -------------  -------------  -------------

(Loss) from operations before income taxes                                 (260,598)       (60,376)      (347,120)      (138,552)
Income taxes (benefit)                                                      (94,000)        (7,000)      (111,000)       (28,000)
                                                                       -------------  -------------  -------------  -------------
(Loss) from operations before cumulative effect of change in
  accounting for certain investments in debt and equity securities         (166,598)       (53,376)      (236,120)      (110,552)
Cumulative effect of change in accounting for certain
  investments in debt and equity securities                                     -              -              -           21,769
                                                                       -------------  -------------  -------------  -------------
Net (loss)                                                                 (166,598)       (53,376)      (236,120)       (88,783)
Retained earnings, beginning of period                                   21,955,284     22,361,438     22,024,806     22,396,845
                                                                       -------------  -------------  -------------  -------------
Retained earnings, end of period                                        $21,788,686    $22,308,062    $21,788,686    $22,308,062
                                                                       =============  =============  =============  =============

(Loss) per common share
  (Loss) from operations                                                      $(.08)         $(.02)         $(.11)         $(.05)
  Cumulative effect of change in accounting for certain
    investments in debt and equity securities                                   -              -              -              .01
                                                                       -------------  -------------  -------------  -------------
       Net (loss) per common share                                            $(.08)         $(.02)         $(.11)         $(.04)
                                                                       =============  =============  =============  =============

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

Average common shares outstanding                                         2,136,397      2,136,397      2,136,397      2,136,397
                                                                       =============  =============  =============  =============


See Notes to Consolidated Financial Statements.
                                             -4-


</TABLE>
<PAGE>

<TABLE>
                       J.  W.  MAYS,  INC.
              CONSOLIDATED STATEMENT OF CASH FLOWS

<CAPTION>

                                                                         Six Months Ended
                                                                           January 31,
                                                                 ----------------- ---------------
                                                                      1996             1995
                                                                  -------------    -------------
                                                                   (Unaudited)      (Unaudited)

<S>                                                                <C>              <C>
Cash Flows From Operating Activities
  (Loss) from operations                                              $(236,120)       $(110,552)
  Cumulative effect of change in accounting
    for certain investments in debt and equity securities                   -             21,769
                                                                   -------------    -------------
Net (loss)                                                             (236,120)         (88,783)

Adjustments to reconcile net (loss) to
 net cash provided by (used in) operating activities:
  Amortization of premium on marketable debt securities                     346            1,534
  Realized gain on marketable securities                                    -            (11,998)
  Unrealized gain on marketable securities                                  -             14,231
  Depreciation and amortization                                         439,768          417,984
  Amortization of deferred expenses                                     100,995           96,313
  Other assets - deferred expenses                                     (251,943)         (57,971)
               - security deposits                                     (384,889)        (194,904)
               - unbilled receivables                                    88,935         (353,764)
  Deferred income taxes                                                (169,000)        (122,000)

Changes in:
  Receivables                                                          (113,585)         155,939
  Prepaid expenses                                                       72,348           37,482
  Income taxes refundable                                                   -             22,005
  Accounts payable                                                      (46,817)         (72,739)
  Payroll and other accrued liabilities                                  63,343          (94,692)
  Income taxes payable                                                  (12,205)          13,178
  Other taxes payable                                                     4,677            4,745
                                                                   -------------    -------------
     Net cash (used in) operating activities                           (444,147)        (233,440)
                                                                   -------------    -------------

Cash Flows From Investing Activities
  Capital expenditures                                               (1,172,953)        (462,154)
  Marketable securities - other investments:
    Receipts from sales or maturities                                    50,004        1,797,463
    Payments for purchases                                                 (622)        (415,050)
                                                                   -------------    -------------
      Net cash provided by (used in) investing activities            (1,123,571)         920,259
                                                                   -------------    -------------

Cash Flows From Financing Activities
  Borrowings - securities broker                                        255,904        1,571,070
  Payments   - securities broker                                       (170,325)      (1,910,007)
  Increase (reduction) of mortgage debt - short term                    120,432         (193,978)
                                        - long term                   1,313,382         (196,199)
                                                                   -------------    -------------
      Net cash provided by (used in) financing activities             1,519,393         (729,114)
                                                                   -------------    -------------

Net (decrease) in cash                                                  (48,325)         (42,295)

Cash and cash equivalents at beginning of period                        490,315          602,289
                                                                   -------------    -------------

Cash and cash equivalents at end of period                             $441,990         $559,994
                                                                   =============    =============

See Notes to Consolidated Financial Statements.



                                                 -5-

</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, 1995 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, 1995.  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, 1996.

2. Loss per common share has been computed by dividing the net 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 the loss per common share were
   2,136,397 in each of the three and six months ended January 31, 1996
   and 1995.


3. Marketable Securities - Other Investments:

   Effective August 1, 1994, the Company adopted Statement of Financial
   Accounting Standards No. 115, "Accounting for Certain Investments in
   Debt and Equity Securities" ("FAS 115").  FAS 115 requires certain
   securities to be categorized 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.  The cumulative effect as of
   August 1, 1994 of adopting Statement No. FAS 115 increased net income
   by $21,769 (net of $10,000 in deferred income taxes), or $.01 per
   share.  The opening balance of shareholders' equity at August 1, 1994
   was decreased by $21,769 to reflect the net unrealized holding gains
   on securities classified as available for sale previously carried at
   amortized cost or lower of cost or market.  For the three months ended
   January 31, 1996, shareholders' equity was increased by $42,274 (net
   of $21,000 in deferred income taxes).  For the six months ended
   January 31, 1996, shareholders' equity was increased by $68,530 (net
   of $35,000 in deferred income taxes).  For the three months ended
   January 31, 1995, shareholders' equity was increasd by $13,805 (net of
   $3,000 in deferred income taxes).  For the six months ended January
   31, 1995, shareholders' equity was decreased by $67,362 (net of
   $36,000 in deferred income taxes).



<TABLE>


Marketable Securities - Other Investments  (continued)
<CAPTION>

  As of January 31, 1996, the Company's marketable securities were classified as follows:

                                                                          Gross           Gross
                                                                       Unrealized      Unrealized        Fair
                                                           Cost           Gains          Losses          Value
                                                     -------------  -------------   -------------  -------------
  Current
<S>                                                  <C>            <C>             <C>            <C>
  Available for sale
    Equity securities                                   $2,481,936       $145,540            $-       $2,627,476
    Certificate of deposit                                  26,426            -               -           26,426
                                                      -------------  -------------   -------------  -------------
         Total                                           2,508,362        145,540             -        2,653,902

  Held to maturity
    Corporate debt securities
      due within one year                                  265,949          1,348             -          267,297
                                                      -------------  -------------   -------------  -------------
         Total current                                  $2,774,311       $146,888            $-       $2,921,199
                                                      =============  =============   =============  =============

  Noncurrent
  Held to maturity
    Corporate debt securities                               97,726          7,582             -          105,308
                                                      -------------  -------------   -------------  -------------
         Total noncurrent                                  $97,726         $7,582            $-         $105,308
                                                      =============  =============   =============  =============


  Investment income consists of the following:

                                                          Three Months Ended             Six Months Ended
                                                               January 31,                 January 31,
                                                    ------------------------------ ------------------------------
                                                           1996           1995            1996           1995
                                                         _________      _________       _________      _________
    Interest income                                        $10,214        $45,744         $20,619        $97,256
    Dividend income                                         54,643         54,421         104,547        112,295
    Gain on sale of marketable securities                      -           11,998             -           11,998
                                                      -------------  -------------   -------------  -------------
       Total                                               $64,857       $112,163        $125,166       $221,549
                                                      =============  =============   =============  =============


















                                                          -7-

</TABLE>
<PAGE>






4. Long-Term Debt:

<TABLE>

<CAPTION>
                                                                             January 31, 1996                 July 31, 1995
                                                                      ------------------------------  ------------------------------
<S>                                          <C> <C>       <C>         <C>            <C>              <C>            <C>
                                                  Current
                                                  Annual    Final             Due            Due              Due            Due
                                                 Interest  Payment          Within          After           Within          After
                                                   Rate      Date          One Year       One Year         One Year       One Year
                                                  -------  --------    -------------  -------------    -------------  -------------

Term - loan payable to bank                  (a) Variable    8/01/00        $104,167     $1,145,833             $-             $-
Mortgages:
  Jowein Building, Brooklyn, N.Y.            (b)       10%   3/31/98          56,222        892,719           53,513        921,524
  Fishkill, New York Property                (c)        9%  11/01/99         103,888      2,616,971           99,333      2,670,079
  Circleville, Ohio Property                 (d)        7%   9/30/02         253,755      2,024,623          245,053      2,153,714
  Other                                             8 1/2%   5/01/01           7,213        205,306            6,914        208,989
                                                                        -------------  -------------    -------------  -------------
    Total                                                                   $525,245     $6,885,452         $404,813     $5,954,306
                                                                        =============  =============    =============  =============
</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 overall term of the facility is five years
   with a one year line of credit, to be taken down as needed.  The
   initial twelve month period is to be on an interest only basis,
   payable monthly, with the principal balance outstanding to be
   converted to a four year fully amortizing term loan, payable with
   monthly payments to be first applied to the payment of interest, and
   second, to the payment of the principal indebtedness.  The interest
   rate for advances under the line and the term loan will be the bank's
   prime rate of interest on a floating basis.  The leases between the
   Company and two of its tenants in the Brooklyn (Jowein Building)
   renovated area have been assigned to the bank as collateral for the
   loan.  There is no prepayment penalty for early payoff of the loan.
   The Company has taken down $1,250,000 as of the date of this report.

(b)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.  The mortgage was
   due to mature on March 31, 1996.  On September 6, 1995, the maturity
   date of the mortgage was extended to March 31, 1998.  The interest
   rate of 10% will continue until March 31, 1996 and from April 1, 1996
   the interest rate will be established at a bank's prevailing rate as
   at March 31, 1996.  During the renewal period there will be no change
   in the constant quarterly payments of interest and principal in the
   amount of $37,263.

(c)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 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 year payout period.

(d)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.
<PAGE>


5.   Long-Term Debt - Other:

     Long-Term debt - other consists of the following:


<TABLE>

<CAPTION>
                                                                   January 31,        July 31,
                                                                      1996             1995
                                                                ---------------  ---------------
<S>                                                              <C>              <C>

Deferred compensation  *                                              $520,000         $520,000
Lease security deposits  **                                            539,833          157,597
                                                                  -------------    -------------
   Total                                                            $1,059,833         $677,597
                                                                  =============    =============
</TABLE>



     * In fiscal 1964 the Company entered into a deferred compensation
       agreement with its then Chairman of the Board.  This agreement, as
       amended, provides for the $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.

     **Does not include two irrevocable letters of credit totaling
       $110,000 at January 31, 1996 and three irrevocable letters of
       credit totaling $410,000 at July 31, 1995, provided by two and
       three tenants, respectively.



6.   Property and Equipment - Net:


<TABLE>

<CAPTION>
                                                                  January 31,        July 31,
                                                                     1996             1995
                                                                ---------------  ---------------
<S>                                                              <C>              <C>
Property  and  equipment - at cost:
  Buildings and improvements                                       $31,627,054      $30,867,736
  Improvements  to  leased  property                                 8,989,411        8,215,035
  Fixtures and equipment                                               486,597          483,208
  Land                                                               4,008,835        4,008,835
  Other                                                                171,183          167,223
  Construction in progress                                                 -            384,133
                                                                  -------------    -------------
                                                                    45,283,080       44,126,170
  Less accumulated depreciation and amortization                    19,263,960       18,840,235
                                                                  -------------    -------------
    Property and equipment - net                                   $26,019,120      $25,285,935
                                                                  =============    =============
</TABLE>



7.   Income Taxes:

     Effective August 1, 1993, the Company adopted Statement of Financial
     Accounting Standards No. 109 "Accounting for Income Taxes" ("FAS
     109").


8.   Payable to Securities Broker:

     The Company borrowed funds, payable on demand, from a securities
     broker.  The loan balance at January 31, 1996 in the amount of
     $1,310,679, secured by the Company's marketable securities, accrues
     interest, which at January 31, 1996, was at the annual rate of
     7.75%.


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 $35,000
     and $70,000 as contributions to the Plan for the three and six
     months ended January 31, 1996, respectively, and $36,000 and $70,000
     as contributions to the Plan for the three and six months ended
     January 31, 1995, 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 six months or less, which are readily convertible into
     cash.


<TABLE>

Supplemental disclosure:
<CAPTION>
                                                          Six Months Ended
                                                              January 31,
                                                  ------------------------------
                                                          1996           1995
                                                  ------------------------------
<S>                                               <C>            <C>

Interest paid                                           $341,827       $349,107
Income taxes paid                                        $70,205        $22,817

</TABLE>
<PAGE>

12. 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 may not be recoverable.  The Company
     believes that the adoption of the new accounting standard will not
     have any effect on the consolidated financial statements.

13.  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-five tenants, of which
     two tenants each accounted for more than 10% of rental income during
     the quarter ended January 31, 1996.  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
     Fulton Mall in downtown Brooklyn, New York, and whose lease extended
     to April 29, 2010 and accounted for approximately 14% of the 1993
     annual rental income of the Company, filed for Chapter 11 bankruptcy
     protection from creditors on February 26, 1992.  McCrory made
     application to the United States Bankruptcy Court for authorization
     to reject the lease agreement, as amended, between the Company, as
     landlord, and McCrory, as tenant, effective January 31, 1994.  The
     United States Bankruptcy Court authorized McCrory to reject such
     lease agreement effective January 31, 1994 by order signed on
     January 21, 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 which amount includes $7,667,082 for
     damages arising from the rejection of the lease and $86,650 for pre-
     petition rental obligations.  The Company has not included this
     claim in its financial statements due to the uncertainty of the
     ultimate court determined amount.  McCrory has not as yet filed a
     Plan of Reorganization with the Bankruptcy Court.  The Company has
     leased 50,000 square feet of the 99,000 square feet of space
     surrendered by McCrory.

     The lease with IBM, a former tenant in the Fishkill, New York
     property, expired on March 31, 1994.  The IBM lease previously
     accounted for approximately 8% of the annual rental income of the
     Company.  On August 31, 1995, the Company leased to the U.S. Post
     Office 25,000 square feet of the 100,000 square feet of space
     vacated by IBM.  Occupancy commenced in December 1995.

     Jamesway Corporation, which occupied retail space in the Fishkill,
     New York property, filed for Chapter 11 bankruptcy protection from
     creditors on July 19, 1993.  Jamesway emerged from bankruptcy on
     January 28, 1995.  Jamesway, which was expected to account for
     approximately 5.2% of the annual rental income of the Company for
     the fiscal year ending July 31, 1996, and whose lease extended to
     January 31, 2005, filed for chapter 11 bankruptcy protection from
     creditors again on October 18, 1995.  Jamesway, with the authority
     from the bankruptcy court, conducted a Going Out Of Business Sale at
     all of its stores and closed the Fishkill store during January,
     1996.  Jamesway rejected its lease in the Fishkill location with the
     approval of the United States Bankruptcy Court, effective February
     29, 1996.

     The Company intends to file a Proof of Claim with the United States
     Bankruptcy Court, Southern District of New York in the amount of
     $853,478 for damages arising from the rejection of the lease.  The
     Company has made no provision in its financial statements for post-
     petition damages in the amount of $821,507 relating to the lease
     rejection.  Negotiations have been in progress to lease
     approximately 70,000 square feet of the 90,200 square feet occupied
     by Jamesway.

14.  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 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 January 31, 1996 Compared to the Three Months Ended
January 31, 1995:

Operations for the three months ended January 31, 1996 resulted in an
after tax net loss of $166,598, or $.08 per share, after the 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 1995
three month period.  The comparable 1995 quarter resulted in an after tax
net loss of $53,376, or $.02 per share.

Rental income in the current three months increased to $2,468,181 from
$2,109,155 in the comparable 1995 three months, principally due to the
addition of three new tenants.

Real estate operating expenses increased to $1,506,188 from $1,402,653 in
the 1995 period principally due to increased maintenance and fuel costs.

Adminintrative and general expenses increased to $891,624 from $500,996
principally due to the write off of the bad debt of $424,011 discussed
below, offset in part by decreased 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 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,
amounts to $424,011 and such amount has been written off and classified
as a bad debt.

Depreciation and amortization expense in the current three months
increased to $222,684 from $209,555 in the three months ended January 31,
1995 because of additional improvements to property.

Interest expense exceeded investment income by $108,283 in the current
quarter and by $56,327 in the comparable 1995 quarter, principally due to
the increased interest on the broker loan discussed in Note 8 and the
loan facility discussed in Note 4 (a)  to Consolidated Financial
Statements.

Six Months Ended January 31, 1996 Compared to the Six Months Ended
January 31, 1995

Operations for the six months ended January 31, 1996 resulted in an after
tax net loss of $236,120, or $.11 per share, after the write off of a bad
debt amounting to $424,011 relating to the rejection by a tenant of its
lease, discussed above.  There was no comparable item in the 1995 six
month period.  Operations for the comparable 1995 six month period
resulted in an after tax net loss of $110,552, or $.05 per share.

The overall net loss in the 1996 six month period amounted to $236,120,
or $.11 per share, after the write off of the bad debt discussed above.
The overall net loss for the 1995 six month period amounted to $88,783,
or $.04 per share, after the cumulative effect (an increase of income) of
a change in accounting for certain investments in debt and equity
securities, in the amount of $21,769, or $.01 per share.  There was no
comparable item in the 1996 six month period.

Rental income in the current six months increased to $4,494,435 from
$4,179,904 in the 1995 six month period principally due to the addition
of three new tenants.

Real estate operating expenses increased to $2,778,806 from $2,757,216 in
the 1995 comparable period principally due to increased maintenance and
fuel costs, offset in part, by an allowed credit for utility costs and a
decrease in real estate taxes in the 1996 six month period.

Administrative and general expenses increased to $1,407,904 from
$1,022,200 principally due to the bad debt write off of $424,011,
discussed above, offset in part by decreased insurance and legal and
professional costs.

Depreciation and amortization  expense in the current six months
increased to $439,768 from $417,984 in the six months ended January 31,
1995 because of  additional improvements to property.

Interest expense exceeded interest income in the amount of $215,077 in
the current six month period and by $121,056 in the six months ended
January 31, 1995 principally due to the increased interest on the broker
loan discussed in Note 8 and the loan facility discussed in Note 4 (a) to
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.

The leasing of 50,000 square feet of space in the Jowein Building located
in the Fulton Mall in downtown Brooklyn, New York to two chain store
tenants for retail space and the leasing of 25,000 square feet to the U.
S. Post Office in Fishkill, New York will provide additional working
captial for the Company.  The terms of the Brooklyn leases commenced in
November, 1995 and the Fishkill lease in December, 1995.

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 the lease.  The Company has taken down $1,250,000 as of the date of
this report (see Note 4 (a) to Consolidated Financial Statements).

The Company had working capital of $2,342,254, with a ratio of current
assets to current liabilities of     2 to 1 at January 31, 1996.

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 - A report on Form 8-K was filed
          by the Registrant during the quarter for which this
          report on Form 10-Q is being filed.

         Item reported - Change in Registrant's certifying
          accountants.

         Financial Statements filed    -    None
         Date of Report filed          -    January 11, 1996

         A report on Form 8-K/A, an amendment to the above
          report on Form 8-K, was filed by the Registrant on
          February 6, 1996.

<PAGE>
                               SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.




                                                J.W. MAYS, Inc.
                                                 (Registrant)



Date     March 8, 1996                        Lloyd J. Shulman
                                        -----------------------------
                                        Lloyd J. Shulman, Co-Chairman




Date     March 8, 1996                         Alex Slobodin
                                     -----------------------------------
                                     Alex Slobodin, Exec. Vice-President
                                        (Principal Financial Officer)