FORM 10-Q

                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D. C. 20549


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

 For the quarterly period ended   October 31, 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 December 10, 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 - 13

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


Part II  -  Other Information                                 15
<PAGE>
<TABLE>

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

                                                                   October 31,       July 31,
                                                                      1996             1996
                                                                 ---------------  ---------------
                                                                   (Unaudited)       (Audited)
<S>                                                                <C>              <C>

Property and Equipment - net (Notes 4 and 6)                        $26,345,653      $26,080,506
                                                                   -------------    -------------

Current Assets:
  Cash and cash equivalents                                             463,877          412,653
  Marketable securities - other investments (Notes 3 and 8)           2,853,293        2,792,800
  Receivables                                                           211,244          315,179
  Deferred income taxes                                                  89,000           67,000
  Prepaid expenses                                                      665,533        1,171,896
  Income taxes refundable                                                   -              4,496
  Real estate taxes refundable                                           13,409           13,409
                                                                   -------------    -------------
       Total current assets                                           4,296,356        4,777,433
                                                                   -------------    -------------

Other Assets:
  Deferred charges                                                    2,577,783        2,414,194
  Less accumulated amortization                                         933,333          883,229
                                                                   -------------    -------------
       Net                                                            1,644,450        1,530,965
  Security deposits                                                     579,748          887,121
  Unbilled receivables (Note 9)                                       4,226,166        4,126,436
  Receivables                                                           245,992          194,453
  Marketable securities - other investments (Notes 3 and 8)              98,222           98,056
  Deferred income taxes                                                   3,000           76,000
                                                                   -------------    -------------
       Total other assets                                             6,797,578        6,913,031
                                                                   -------------    -------------

        TOTAL ASSETS                                                $37,439,587      $37,770,970
                                                                   =============    =============



Long-Term Debt:
  Mortgages payable (Note 4)                                         $6,832,080       $6,964,717
  Other (Note 5)                                                        710,825        1,039,709
                                                                   -------------    -------------
       Total long-term debt                                           7,542,905        8,004,426
                                                                   -------------    -------------

Current Liabilities:
  Payable to securities broker (Note 8)                               1,486,033        1,497,320
  Accounts payable                                                       63,257           32,460
  Payroll and other accrued liabilities                                 562,144          607,037
  Income taxes payable                                                    5,664              -
  Other taxes payable                                                     4,419            5,194
  Current portion of long-term debt-mortgages payable (Note 4)          503,641          483,450
                                                                   -------------    -------------
       Total current liabilities                                      2,625,158        2,625,461
                                                                   -------------    -------------

                                                                   -------------    -------------
       Total liabilities                                             10,168,063       10,629,887
                                                                   -------------    -------------

Shareholders' Equity:
  Common stock, par value $1 each share (shares - 5,000,000
    authorized; 2,178,297 outstanding)                                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)              47,702           17,261
  Retained earnings                                                  21,983,520       21,883,520
                                                                   -------------    -------------
                                                                     27,555,764       27,425,323
  Less common stock held in treasury, at cost - 41,900
    shares at October 31, 1996 and July 31, 1996                        284,240          284,240
                                                                   -------------    -------------
       Total shareholders' equity                                    27,271,524       27,141,083
                                                                   -------------    -------------

Commitments and Contingencies (Note 14)

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $37,439,587      $37,770,970
                                                                   =============    =============


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
                                                                       October 31,
                                                                      -------------- ---------------
                                                                          1996           1995
<S>                                                                                  <C>
                                                                      -------------  -------------
                                                                       (Unaudited)    (Unaudited)

Revenues
  Rental income                                                          $2,442,009     $2,026,254
                                                                       -------------  -------------

                                                                       -------------  -------------
Expenses
  Real estate operating expenses                                          1,424,116      1,272,618
  Administrative and general expenses                                       505,236        516,280
  Depreciation and amortization                                             233,468        217,084
                                                                       -------------  -------------
       Total expenses                                                     2,162,820      2,005,982
                                                                       -------------  -------------
Income before investment income,
  interest expense and income taxes                                         279,189         20,272
                                                                       -------------  -------------
Investment income and interest expense
  Investment income                                                          61,856         60,309
  Interest expense                                                         (178,045)      (167,103)
                                                                       -------------  -------------
                                                                           (116,189)      (106,794)
                                                                       -------------  -------------

Income before income taxes                                                  163,000        (86,522)
Income taxes provided (benefit)                                              63,000        (17,000)
                                                                       -------------  -------------
Income (loss)                                                               100,000        (69,522)

Retained earnings, beginning of period                                   21,883,520     22,024,806
                                                                       -------------  -------------
Retained earnings, end of period                                        $21,983,520    $21,955,284
                                                                       =============  =============

Income (loss) per common share                                                 $.05          $(.03)
                                                                       =============  =============

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

Average common shares outstanding                                         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>


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

Cash Flows From Operating Activities
Income (loss)                                                          $100,000         $(69,522)

Adjustments to reconcile income (loss) to
 net cash provided by operating activities:
  Amortization of premium on marketable debt securities                77               173
  Unrealized (loss) on marketable securities                           -              (14,000)
  Depreciation and amortization                                      233,468          217,084
  Amortization of deferred expenses                                  55,202           41,513
  Other assets - deferred expenses                                  (168,687)         (9,779)
                      - security deposits                            307,373          (2,204)
                      - unbilled receivables                         (99,730)        (146,853)
                      - receivables                                  (51,539)         (42,110)
  Deferred income taxes                                              36,000           (32,000)

Changes in:
  Receivables                                                        103,935          41,751
  Prepaid expenses                                                   506,363          455,219
  Income taxes refundable                                             4,496             -
  Accounts payable                                                   30,797           (5,998)
  Payroll and other accrued liabilities                              (44,893)         (50,639)
  Income taxes payable                                                5,664           (9,110)
  Other taxes payable                                                 (775)           (1,648)
                                                                   -------------    -------------
     Cash provided by operating activities                          1,017,751         371,877
                                                                   -------------    -------------

Cash Flows From Investing Activities
  Capital expenditures                                              (498,615)        (741,820)
  Marketable securities - other investments:
    Receipts from sales or maturities                                35,000             -
    Payments for purchases                                           (50,295)          (321)
                                                                   -------------    -------------
       Cash (used) by investing activities                          (513,910)        (742,141)
                                                                   -------------    -------------

Cash Flows From Financing Activities
  Borrowings - securities broker                                     77,902           228,537
  Payments   - securities broker                                     (89,189)         (64,133)
  Increase (reduction) of mortgage debt - short-term                 20,191           16,384
  Increase (reduction) of mortgage debt and other - long-term       (461,521)         286,516
                                                                   -------------    -------------
      Cash provided (used) by financing activities                  (452,617)         467,304
                                                                   -------------    -------------

Increase in cash                                                     51,224           97,040

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

Cash and cash equivalents at end of period                             $463,877         $587,355
                                                                   =============    =============

See Notes to Consolidated Financial Statements.

                                            -5-
                                                                                   -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, 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 judgements 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 weighted average 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 October 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.


<TABLE>



<CAPTION>

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

                                                    --------------------------------------------------------------
                                                                          Gross            Gross
                                                                       Unrealized       Unrealized        Fair
                                                         Cost             Gains           Losses          Value
                                                     -------------  -------------    -------------  -------------
<S <C>                                               <C>            <C>            < <C>            <C>

  Available for sale
    Equity securities                                   $2,725,300        $70,702             $-       $2,796,002
    Certificate of deposit                                  27,291            -                -           27,291
                                                      -------------  -------------    -------------  -------------
         Total                                           2,752,591         70,702              -        2,823,293

  Held to maturity
    Corporate debt securities
      due within one year                                   30,000              2              -           30,002
                                                      -------------  -------------    -------------  -------------
         Total current                                  $2,782,591        $70,704             $-       $2,853,295
                                                      =============  =============    =============  =============




  Held to maturity

    Corporate debt securities                              $98,222         $4,530             $-         $102,752
                                                      =============  =============    =============  =============




                                                           Three Months Ended
                                                               October 31,
                                                    ------------------------------
                                                           1996           1995
                                                       ___________    ___________
    Interest income                                        $10,424        $10,405
    Dividend income                                         51,432         49,904
                                                      -------------  -------------
       Total                                               $61,856        $60,309
                                                      =============  =============




                                                                   -7-
</TABLE>
<PAGE>



4. Long-Term Debt:

<TABLE>

<CAPTION>
                                                                             October 31, 1996                 July 31, 1996
                                                                      ------------------------------  --------------------------
<S>                                          <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    2/01/07            $-             $-            $20,682  $1,479,318
Mortgages:
  Jamaica, New York Property                 (b)   8 1/2%    4/01/07          29,304      1,470,696                -           -
  Jowein Building, Brooklyn, N.Y.            (c)   7 3/8%    3/31/98          85,370        809,630           83,825     831,560
  Fishkill, New York Property                (d)        9%  11/01/99         111,115      2,532,708          108,651   2,561,428
  Circleville, Ohio Property                 (e)        7%   9/30/02         270,166      1,819,566          262,767   1,890,947
  Other                                            8 1/2%    5/01/01           7,686        199,480            7,525     201,464
                                                                        -------------  -------------    -------------  ---------
       Total                                                                $503,641     $6,832,080         $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. There is no prepayment penalty for early payoff
   of the loan.  The Company had taken down the $1,500,000 and repaid the
   amount on September 11, 1996, (see Note 4(b) below).

(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
   financial statements do not give effect to the loan.  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 year term at the expiration
   of the initial six (6) month period thereof.

   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 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>
                                                                    October 31,        July 31,
                                                                       1996             1996
                                                                ---------------  ---------------
<S>                                                              <C>              <C>

Deferred compensation  *                                              $433,333         $459,333
Lease security deposits  **                                            277,492          580,376
                                                                  -------------    -------------
    Total                                                             $710,825       $1,039,709
                                                                  =============    =============
</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 a total of $520,000 (long-term debt $433,333
       and current debt $86,667) 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 three irrevocable letters of credit totaling
       $275,000 provided by two tenants as lease security deposits.



6.   Property and Equipment - Net:


<TABLE>

<CAPTION>
                                                                    October 31,        July 31,
                                                                       1996             1996
                                                                ---------------  ---------------
<S>                                                              <C>              <C>
Property  and  equipment - at cost:
  Buildings and improvements                                       $32,463,782      $31,988,028
  Improvements  to  leased  property                                 9,138,336        9,131,836
  Fixtures and equipment                                               510,109          493,748
  Land                                                               4,008,835        4,008,835
  Other                                                                171,183          171,183
                                                                  -------------    -------------
                                                                    46,292,245       45,793,630
  Less accumulated depreciation and amortization                    19,946,592       19,713,124
                                                                  -------------    -------------
     Property and equipment - net                                  $26,345,653      $26,080,506
                                                                  =============    =============
</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 October 31, 1996 in the amount of
     $1,486,033, secured by the Company's marketable securities, accrues
     interest, which at October 31, 1996, was at the annual rate of 7
     1/2%.


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 $34,425
     and $35,000 as contributions to the Plan for the three months ended
     October 31, 1996 and 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 three months or less, which are readily convertible
     into cash.


<TABLE>

Supplemental disclosure:
<CAPTION>
                                                        Three Months Ended
                                                           October 31,
                                                  ------------------------------
                                                          1996           1995
                                                      __________     __________
<S>                                               <C>            <C>
Interest paid                                           $178,484       $168,062
Income taxes paid                                        $16,840        $38,110
</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-six tenants, of which
     two tenants each accounted for more than 10% of rental income during
     the quarter ended October 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 as of January 31, 1994.
     By order dated January 21, 1994, the Bankruptcy Court authorized
     McCrory to reject such lease agreement 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 rental obligations.  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.  The Company's claim for pre-petition unpaid rent in the
     amount of approximately $86,500 has been allowed in the reduced
     amount of $84,354.39 without prejudice to McCrory's right to assert
     other and further objections.  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.  McCrory has filed a Plan of
     Reorganization with the Bankruptcy Court.  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 their rejected lease agreement.

     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 November 1995.

     Jamesway Corporation, which occupied retail space in the Fishkill,
     New York property, filed for relief under Chapter 11 of the
     Bankruptcy Code 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 ended July 31, 1996, and whose lease extended to
     January 31, 2005, filed for relief under Chapter 11 of the
     Bankruptcy Code again 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.

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 October 31, 1996 Compared to the Three Months Ended
October 31, 1995:

In the three months ended October 31, 1996, the Company reported income
in the amount of $100,000, or $.05 per share.  In the three months ended
October 31, 1995, the Company reported a loss in the amount of $69,522,
or $.03 per share.

Rental income in the current three months increased to $2,442,009 from
$2,026,254 in the comparable 1995 three months, primarily due to the
addition of new tenants.

Interest expense in the current quarter exceeded investment income by
$116,189 as compared to $106,794 in the 1995 quarter. The increase was
primarily due to the interest on the loan facility discussed in Note 4(a)
to Consolidated Financial Statements..

Real estate operating expenses increased to $1,424,116 from $1,272,618
principally due to an increase in real estate taxes, maintenance and
utility costs.

Administrative and general expenses decreased to $505,236 from $516,280.

Depreciation and amortization expense in the current three months
increased to $233,468 from $217,084 in the three months ended October 31,
1995 because of additional improvements to property.

Liquidity and Capital Resources:

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

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 April 1997.  To defray the costs of renovations for the State
occupancy, the Company borrowed from a bank the principal amount of
$2,500,000.

The Company had working capital of $1,671,198, with a ratio of current
assets to current liabilities of   1.6 to 1 at October 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 - No report on Form 8-K was required to be
        filed by the Registrant during the quarter for which this report
        on Form 10-Q is being filed.

<PAGE>
                               SIGNATURES



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

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

the undersigned thereunto duly authorized.




                                                J.W. MAYS, Inc.
                                                 (Registrant)



Date     December 10, 1996                  Lloyd J. Shulman

                                            Lloyd J. Shulman
                                            Chairman



Date     December 10, 1996                  Alex Slobodin

                                            Alex Slobodin
                                            Exec. Vice-President
                                            (Principal Financial Officer)

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