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, 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      .

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 7, 1997
Common Stock,  $1 par value                       2,136,397 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 Consolidated Financial Statements          6 - 13

          Management's Discussion and Analysis of Results
            of Operations and Financial Condition             14 - 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 has been computed by dividing the
   income (loss) for the periods by the number of shares of common stock
   outstanding during the periods, adjusted for the purchase of treasury
   stock.  Shares used in computing the income (loss) per common share
   were 2,136,397 in each of the three months ended January 31, 1997 and
   1996.


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.

<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>



4. 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)      8.5%   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                                            8.5%   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 4(b) below). There
   was no prepayment penalty for early payoff 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 to be 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 are to be 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 4(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.  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 January
   31, 1997, construction period interest incurred amounted to $5,813
   which amount was capitalized as part of the renovations.

   Payments are to be made, 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 will assign 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. On September 6,
   1995, the maturity date of the mortgage was extended to March 31,
   1998.  The interest rate of 10% continued until March 31, 1996 and
   from April 1, 1996 the interest rate was established at the bank's
   prevailing rate as at March 31, 1996, which was 7 3/8%.  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.
<PAGE>


5.   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
       $440,000 provided by three tenants as lease security deposits.



6.   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>




7.   Payable to Securities Broker:

     The Company borrowed funds, payable on demand, from a securities
     broker.  The loan balance at January 31, 1997 in the amount of
     $1,341,699, secured by the Company's marketable securities, accrues
     interest, which at January 31, 1997, was at the annual rate of 7
     1/2%.


8.   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.


9.   Employees' Retirement Plan:

     The Company sponsors a noncontributory Money Purchase Plan covering
     substantially all of its employees.  Operations were charged $33,750
     and $68,175 as contributions to the Plan for the three and six
     months ended January 31, 1997, respectively, and $35,000 and $70,000
     as contributions to the Plan for the three and six months ended
     January 31, 1996, respectively.



10.  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>


11. Financial Accounting Standards No. 121:

     In May 1995, the Financial Accounting Standards Board issued
     Statement of Financial Accounting 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.

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 January 31, 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 remander 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 unsecured claim in the amount of approximately
     $981,255 for damages resulting from the 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 $981,255.

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 January 31, 1997 Compared to the Three Months Ended
January 31, 1996:

In the three months ended January 31, 1997, the Company reported income
in the amount of $99,877, or $.05 per share.  The comparable 1996 quarter
resulted in a loss of $166,598, or $.08 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 three month period.

Rental income in the current three months increased to $2,472,658 from
$2,468,181 in the comparable 1996 three months.

Real estate operating expenses increased to $1,539,028 from $1,506,188 in
the 1996 quarter principally due to increased maintenance and fuel costs.

Administrative and general expenses decreased to $462,803 from $891,624
principally due to the pre-tax write-off of the bad debt of $424,011 in
the 1996 three month period, discussed below.

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,
amounted to $424,011 and such amount was written off and classified as a
bad debt.

Depreciation and amortization expense in the current three months
increased to $238,119 from $222,684 in the three months ended January 31,
1996 because of additional improvements to property.

Interest expense exceeded investment income by $109,831 in the current
quarter and by $108,283 in the comparable 1996 quarter, principally due
to the increased interest on the broker loan discussed in Note 7 and the
loan facility discussed in Notes 4(a) and (b) to Consolidated Financial
Statements.


Six Months Ended January 31, 1997 Compared to the Six Months Ended
January 31, 1996:

In the six months ended January 31, 1997, the Company reported income in
the amount of $199,877, or $.09 per share.  The comparable 1996 six month
period resulted in a loss of $236,120, 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 above.  There was no
comparable item in the 1997 six month period.

Rental income in the current six months increased to $4,914,667 from
$4,494,435 in the comparable 1996 six months, primarily due to the
addition of three tenants.

Real estate operating expenses increased to $2,963,144 from $2,778,806 in
the 1996 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 decreased to $968,039 from $1,407,904
principally due to a pre-tax write-off of a bad debt of $424,011, in the
1996 six month period, discussed above, and a decrease in insurance and
legal and professional costs..

Depreciation and amortization expense in the current six months increased
to $471,587 from $439,768 in the six months ended January 31, 1996
because of additional improvements to property.

Interest expense exceeded investment income in the amount of $226,020 in
the current six month period and by $215,077 in the six months ended
January 31, 1996 principally due to the increased interest on the broker
loan discussed in Note 7 and the loan facility discussed in Notes 4(a)
and (b) 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 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 are anticipated to
commence in May 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 4(b) to Consolidated Financial Statements). As of
January 31, 1997, the Company secured an advance of $800,000 against the
principal amount of $2,500,000.

The Company had working capital of  $1,779,026,  with a ratio of  current
assets to  current liabilities of 1.7 to 1 at January 31, 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 - A report on Form 8-K, dated November 26,
        1996, was filed by the Company during the quarter for which this
        report on Form 10-Q is being filed.

        Item reported - Max L. Shulman resigned his position as Co-
        Chairman of the Board of Directors and his position on the
        various committees on which he served as Chairman.  Max L.
        Shulman remains as a director of the Company.  Lloyd J. Shulman
        was elected as Chairman of the Board of Directors and continues
        as President and Chief Executive Officer and Chief Operating
        Officer of the Company.  Lloyd J. Shulman was also elected
        Chairman of the various committees on which he served.

        Financial Statements filed - None

<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 7, 1997                        Lloyd J. Shulman
                                              ----------------------
                                              Lloyd J. Shulman
                                              Chairman



Date     March 7, 1997                        Alex Slobodin
                                              ----------------------
                                              Alex Slobodin
                                              Exec. Vice-President
                                             (Principal Financial Officer)

<PAGE>