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, 1997

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

For the transition period from ________________ to  ________________

                         Commission file number 1-3647

                                J.W. Mays, Inc.
            (Exact name of registrant as specified in its charter)

           New York                          11-1059070
     (State or other jurisdiction of        (I.R.S. Employer
      incorporation or organization)         Identification No.)

9 Bond Street,  Brooklyn,  New York            11201-5805
(Address of principal executive offices)       (Zip Code)

(Registrant's telephone number, including area code) 718-624-7400

                                Not Applicable
             (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes   X  .       No      .

Number of shares outstanding of the issuer's common stock as of the latest
practicable date.

        Class                                Outstanding at December 5, 1997
Common Stock,  $1 par value                       2,135,780 shares

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

                                     INDEX





                                                            Page No.


Part I  -   Financial Information:

          Consolidated Balance Sheet                          3

          Consolidated Statement of Operations
            and Retained Earnings                             4

          Consolidated Statement of Cash Flows                5

          Notes to the Consolidated Financial Statements      6 - 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
                                                                     October 31,       July 31,
                             ASSETS                                     1997             1997
 --------------------------------------------------------------- ---------------  ---------------
                                                                    (Unaudited)       (Audited)

<S>                                                                <C>              <C>
Property and Equipment - Net (Notes 5 and 7)                        $28,142,659      $28,125,834
                                                                   -------------    -------------

Current Assets:
  Cash and cash equivalents                                           1,252,666          234,288
  Marketable securities - other investments (Notes 4 and 9)           2,665,558        2,721,127
  Receivables (Note 10)                                                 364,605          563,410
  Deferred income taxes                                                  98,000           67,000
  Security deposits                                                       8,268              -
  Prepaid expenses                                                      564,494        1,150,916
                                                                   -------------    -------------
       Total current assets                                           4,953,591        4,736,741
                                                                   -------------    -------------

Other Assets:
  Deferred charges                                                    2,789,171        2,745,524
  Less accumulated amortization                                       1,094,417        1,030,351
                                                                   -------------    -------------
       Net                                                            1,694,754        1,715,173
  Security deposits                                                     606,895          589,492
  Unbilled receivables (Note 10)                                      3,740,957        3,651,795
  Unbilled receivables - affiliated company (Note 10)                   864,203          909,688
  Receivables                                                           334,749          384,088
  Receivables - affiliated company (Note 10)                            300,039          194,453
  Marketable securities - other investments (Notes 4 and 9)              98,883           98,716
                                                                   -------------    -------------
       Total other assets                                             7,640,480        7,543,405
                                                                   -------------    -------------

        TOTAL ASSETS                                                $40,736,730      $40,405,980
                                                                   =============    =============


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

Long-Term Debt:
  Mortgages payable (Note 5)                                         $8,438,965       $8,641,833
  Other (Note 6)                                                        630,726          640,868
                                                                   -------------    -------------
       Total long-term debt                                           9,069,691        9,282,701
                                                                   -------------    -------------

Deferred Income Taxes                                                   517,000          326,000
                                                                   -------------    -------------

Current Liabilities:
  Payable to securities broker (Note 9)                                 688,269        1,270,053
  Accounts payable                                                       61,670           46,256
  Payroll and other accrued liabilities                               1,108,489          553,215
  Income taxes payable                                                    8,910           11,436
  Other taxes payable                                                     3,282            1,918
  Current portion of long-term debt - mortgages payable (Note 5)        796,008          780,365
  Current portion of long-term debt - other (Note 6)                    112,268          104,000
                                                                   -------------    -------------
       Total current liabilities                                      2,778,896        2,767,243
                                                                   -------------    -------------

       Total liabilities                                             12,365,587       12,375,944
                                                                   -------------    -------------

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                       97,247          101,151
  Retained earnings                                                  23,039,456       22,694,445
                                                                   -------------    -------------
                                                                     28,661,245       28,320,138
  Less common stock held in treasury, at cost - 42,517
    shares at October 31, 1997 and  July 31, 1997                       290,102          290,102
                                                                   -------------    -------------
       Total shareholders' equity                                    28,371,143       28,030,036
                                                                   -------------    -------------

Commitments (Note 10) and Contingencies (Note 14)

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $40,736,730      $40,405,980
                                                                   =============    =============

See Notes to the Consolidated Financial Statements.

                                                      -3-
</TABLE>
<PAGE>
<TABLE>



<CAPTION>

                           J.  W. MAYS, INC.

     CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS



                                                                           Three Months Ended
                                                                               October 31,
<S>                                                                   <C>             <C>
                                                                      -------------- ---------------
                                                                            1997           1996
                                                                      -------------  -------------
                                                                       (Unaudited)    (Unaudited)

Revenues
  Rental income (Note 10)                                                $2,538,182     $2,338,606
  Rental income - affiliated company                                        103,403        103,403
  Recovery of real estate taxes                                             159,276            -
                                                                       -------------  -------------
      Total revenues                                                      2,800,861      2,442,009
                                                                       -------------  -------------


Expenses
  Real estate operating expenses                                          1,346,377      1,424,116
  Administrative and general expenses                                       528,537        505,236
  Depreciation and amortization                                             249,108        233,468
                                                                       -------------  -------------
       Total expenses                                                     2,124,022      2,162,820
                                                                       -------------  -------------
Income  from operations before investment income,
  interest expense and income taxes                                         676,839        279,189
                                                                       -------------  -------------
Investment income and interest expense:
  Investment income                                                          74,203         61,856
  Interest expense (Notes 5 and 12)                                        (216,031)      (178,045)
                                                                       -------------  -------------
                                                                           (141,828)      (116,189)
                                                                       -------------  -------------

Income before income taxes                                                  535,011        163,000
Income taxes provided                                                       190,000         63,000
                                                                       -------------  -------------
Income from operations                                                      345,011        100,000

Retained earnings, beginning of period                                   22,694,445     21,883,520
                                                                       -------------  -------------
Retained earnings, end of period                                        $23,039,456    $21,983,520
                                                                       =============  =============

Income per common share (Note 2)                                               $.16           $.05
                                                                       =============  =============

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

Weighted average common shares outstanding                                2,135,780      2,136,397
                                                                       =============  =============


See Notes to the Consolidated Financial Statements.









                                                                       -4-

</TABLE>
<PAGE>

<TABLE>

<CAPTION>
                       J.  W.  MAYS,  INC.

              CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                        Three Months Ended
                                                                             October 31,
                                                                  --------------   ---------------
                                                                        1997             1996
                                                                  -------------    -------------
<S>                                                               <C>              <C>
                                                                   (Unaudited)      (Unaudited)

Cash Flows From Operating Activities:
Income                                                                 $345,011         $100,000

Adjustments to reconcile income to
 net cash provided by operating activities:
  Amortization of premium on marketable debt securities                    (164)              77
  Depreciation and amortization                                         249,108          233,468
  Amortization of deferred expenses                                      69,488           55,202
  Other assets - deferred expenses                                      (49,069)        (168,687)
                      - security deposits                               (17,403)         307,373
                      - unbilled receivables                            (43,677)         (99,730)
                      - receivables                                      49,339          (44,976)
                      - receivables - affiliated company               (105,586)          (6,563)
  Deferred income taxes                                                 162,000           36,000

Changes in:
  Receivables                                                           198,805          103,935
  Prepaid expenses                                                      586,422          506,363
  Income taxes refundable                                                   -              4,496
  Security deposits                                                      (8,268)             -
  Accounts payable                                                       15,414           30,797
  Payroll and other accrued liabilities                                 555,274          (44,893)
  Income taxes payable                                                   (2,526)           5,664
  Other taxes payable                                                     1,364             (775)
                                                                   -------------    -------------
     Cash provided by operating activities                            2,005,532        1,017,751
                                                                   -------------    -------------

Cash Flows From Investing Activities:
  Capital expenditures                                                 (265,933)        (498,615)
  Marketable securities - other investments:
    Receipts from sales or maturities                                    50,000           35,000
    Payments for purchases                                                 (338)         (50,295)
                                                                   -------------    -------------
       Cash  (used) by investing activities                            (216,271)        (513,910)
                                                                   -------------    -------------

Cash Flows From Financing Activities:
  Borrowings - securities broker                                         21,817           77,902
  Payments   - securities broker                                       (603,601)         (89,189)
  Increase in long-term debt and other - short-term                      23,911           20,191
  (Decrease) in long-term debt and other - long-term                   (213,010)        (461,521)
                                                                   -------------    -------------
      Cash  (used) by financing activities                             (770,883)        (452,617)
                                                                   -------------    -------------

Increase in cash                                                      1,018,378           51,224

Cash and cash equivalents at beginning of period                        234,288          412,653
                                                                   -------------    -------------

Cash and cash equivalents at end of period                           $1,252,666         $463,877
                                                                   =============    =============

See Notes to the Consolidated Financial Statements.




                                              -5-

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

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Accounting Records:

   The accounting records are maintained in accordance with generally accepted
   accounting principles (GAAP).  The preparation of the Company's financial
   statements in accordance with GAAP, requires management to make estimates
   that affect the reported consolidated statements of operations and
   consolidated balance sheets and related disclosures.  Actual results could
   differ from those estimates.

   The interim financial statements are prepared pursuant to the requirements
   for reporting on Form 10-Q.  The July 31, 1997 balance sheet was derived
   from audited financial statements but does not include all disclosures
   required by GAAP.  The interim financial statements and notes thereto
   should be read in conjunction with the financial statements and notes
   included in the Company's latest Annual Report on Form 10-K for the year
   ended July 31, 1997.  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, 1998.

2.   Income per common share:

   Income per common share has been computed by dividing the income for the
   periods by the weighted average number of shares of common stock
   outstanding during the periods, adjusted for the purchase of treasury
   stock.  Shares used in computing income per common share were 2,135,780 and
   2,136,397 in the three months ended October 31, 1997 and October 31, 1996,
   respectively.

3. Financial Accounting Standards No. 121:

   In May 1995, the Financial Accounting Standards Board issued statement of
   Financial Standards No. 121 ("FAS 121"), "Accounting for the Impairment of
   Long-Lived Assets and for Long-Lived Assets to be Disposed Of", effective
   for fiscal years beginning after December 15, 1995.  FAS 121 requires the
   recognition of an impairment loss related to long-lived assets and certain
   identifiable intangibles whenever events or changes in circumstances
   indicate that the carrying amount of an asset may not be recoverable.  The
   adoption of this accounting standard has had no effect on the consolidated
   financial statements.

4. Marketable Securities - Other Investments:

   Effective  August  1,  1994,  the  Company  adopted  Statement of Financial
   Accounting  Standards  No.  115   ("FAS  115"),  "Accounting  for   Certain
   Investments  in  Debt  and  Equity  Securities".   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>
Marketable Securities - Other Investments  (continued)


            As of October 31, 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                                   $2,490,685       $146,247     $        -       $2,636,932
              Certificate of deposit                                  28,626            -                -           28,626
                                                                -------------  -------------    -------------  -------------
                   Total current                                  $2,519,311       $146,247     $        -       $2,665,558
                                                                =============  =============    =============  =============

  Noncurrent
            Held to maturity:
              Corporate debt securities                              $98,883         $3,232     $        -         $102,406
                                                                =============  =============    =============  =============




  Investment income consists of the following:
                                                                     Three Months Ended
                                                                         October 31,
                                                              ------------------------------
                                                                      1997           1996
                                                                    ________       ________
              Interest income                                        $20,602        $10,424
              Dividend income                                         53,601         51,432
                                                                -------------  -------------
                 Total                                               $74,203        $61,856
                                                                =============  =============




















                                                                             -7-
</TABLE>
<PAGE>

5. Long-Term Debt:

<TABLE>

<CAPTION>
                                                                          October 31, 1997                 July 31, 1997
                                                                   ------------------------------  ----------------------------
                                                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>


Mortgages:
  Jamaica, New York property              (a)  8 1/2 %    4/01/07        $266,667     $3,600,000         $266,667   $3,666,666
  Jowein Building, Brooklyn, N.Y.         (b)      9 %    3/31/00          78,150        738,401           76,431      758,595
  Fishkill, New York property             (c)      9 %   11/01/99         121,537      2,411,171          118,844    2,442,584
  Circleville, Ohio property              (d)      7 %    9/30/02         321,288      1,498,278          310,233    1,580,714
  Other                                        8 1/2 %    5/01/01           8,366        191,115            8,190      193,274
                                                                     -------------  -------------    -------------  -----------
       Total                                                             $796,008     $8,438,965         $780,365   $8,641,833
                                                                     =============  =============    =============  ===========

</TABLE>

   (a) The Company, on September 11, 1996, closed a loan with a bank in the
   amount of $4,000,000.  The loan is secured by a first mortgage lien
   covering the entire leasehold interest of the Company, as tenant, in a
   certain ground lease and building in the Jamaica property.  The loan
   proceeds were utilized by the Company toward (i) 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 and (ii) its costs for the renovations
   to the portions of the premises in connection with the Company's sublease
   of a significant portion of the building.  Although the loan was closed on
   September 11, 1996 the entire $4,000,000 was not drawn down until March 31,
   1997.  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 had 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.

   Payments are payable in arrears, on the first day of each and every month
   during the term, calculated (a) during the initial six (6) month period of
   the term, interest only, and (b) during the final ten (10) year period of
   the term, at the sum of the interest plus amortization sufficient to fully
   liquidate the loan over a fifteen (15) year period.  As additional
   security, the Company conditionally assigned to the bank certain leases and
   rents on the premises, or portions thereof, now existing and assigned
   certain leases on the premises hereafter consummated.  The Company has an
   option to prepay principal, in whole or in part, plus interest accrued
   thereon, at any time during the term, upon thirty (30) days prior notice to
   the bank, without premium or penalty.  Other provisions of the loan
   agreement provide certain restrictions on the incurrence of indebtedness
   and the sale or transfer of the Company's ground lease interest in the
   premises.

(b)Mortgage is held by an affiliated corporation owned by members, including
   certain directors of the Company, of the family of the late Joe Weinstein,
   former Chairman of the Board of Directors.  Interest and amortization of
   principal are paid quarterly. Effective April 1, 1997, the maturity date of
   the mortgage which was scheduled to be on March 31, 1998, was extended to
   March 31, 2000.  The interest rate increased from 7 3/8% to 9% commencing
   April 1, 1997.  During the renewal period there will be no change in the
   constant quarterly payments of interest and principal in the amount of
   $37,263.

(c)On October 28, 1994, the existing first mortgage loan balance on the
   Fishkill property was paid down by a $200,000 payment and the due date of
   the mortgage loan was extended for a period of five (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.

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


6.   Long-Term Debt - Other:

     Long-Term debt - other consists of the following:


<TABLE>
<CAPTION>
                                                                    October 31, 1997                  July 31, 1997
                                                            -------------------------------  -------------------------------

                                                                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        $329,333         $104,000        $355,333
Lease security deposits  **                                          8,268         301,393              -           285,535
                                                              -------------   -------------    -------------   -------------
    Total                                                         $112,268        $630,726         $104,000        $640,868
                                                              =============   =============    =============   =============
</TABLE>


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

     **Does not include three irrevocable letters of credit totaling $275,000
       at October 31, 1997 provided by three tenants as lease security
       deposits.
<PAGE>
7.   Property and Equipment - Net:



<TABLE>

<CAPTION>
                                                                   October 31,        July 31,
                                                                       1997             1997
                                                                ---------------  ---------------
<S>                                                              <C>              <C>
Property:
  Buildings and improvements                                       $34,973,058      $34,944,039
  Improvements  to  leased  property                                 9,143,369        9,143,369
  Land                                                               4,008,835        4,008,835
  Construction in progress                                             233,544              -
                                                                  -------------    -------------
                                                                    48,358,806       48,096,243
  Less accumulated depreciation                                     20,380,125       20,143,617
                                                                  -------------    -------------
     Property - net                                                 27,978,681       27,952,626
                                                                  -------------    -------------

Fixtures and equipment and other:
  Fixtures and equipment                                               513,478          510,108
  Other fixed assets                                                   180,382          180,382
                                                                  -------------    -------------
                                                                       693,860          690,490
  Less accumulated depreciation                                        529,882          517,282
                                                                  -------------    -------------
    Fixtures and equipment and other - net                             163,978          173,208
                                                                  -------------    -------------

        Property and equipment - net                               $28,142,659      $28,125,834
                                                                  =============    =============
</TABLE>


8.   Income Taxes:

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

9.   Payable to Securities Broker:

     The Company borrowed funds, payable on demand, from a securities broker.
     The loan balance at October 31, 1997 in the amount of $688,269, secured
     by the Company's marketable securities, accrues interest, which at
     October 31, 1997, was at the annual rate of 7 3/4%.

<PAGE>
10.  Unbilled Receivables and Rental Income:

     Unbilled receivables represent the excess of scheduled rental income
     recognized on a straight-line basis over rental income as it becomes
     receivable according to the provisions of each lease.

     Rental income includes $103,403 for each of the quarters ended October
     31, 1997 and October 31, 1996, representing rentals from an affiliated
     company.

Amounts due from the affiliated company are as follows:
<TABLE>

                                                      October 31,     July 31,
                                                         1997           1997
                                                    -------------  -------------
<S>                                                <C>            <C>
Unbilled receibables                                    $864,203       $909,688
Receivables - noncurrent                                 300,039        194,453
                                                    -------------  -------------
    Total                                             $1,164,242     $1,104,141
                                                    =============  =============
</TABLE>


11.  Employees' Retirement Plan:

     The Company sponsors a noncontributory Money Purchase Plan covering
     substantially all of its employees.  Operations were charged $35,000 and
     $34,425 as contributions to the Plan for the three  months ended October
     31, 1997 and 1996, respectively.


12.  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,
                                                      -------------------------
                                                         1997           1996
                                                      __________     __________
<S>                                               <C>            <C>
     Interest paid                                     $246,733       $178,484
     Income taxes paid                                  $30,526        $16,840

</TABLE>
<PAGE>
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 thirty-two tenants, of which two
     tenants each accounted for more than 10% of rental income during the
     quarter ended October 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.

14.  Contingencies:

     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, 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 objected 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 (a) the fact that McCrory has disclosed that it has
     sold its assets and that the proceeds of sale are insufficient to make
     any distributions to unsecured creditors or to satisfy in full the
     administrative claims asserted against McCrory, (b) the pending
     litigation over the Lease Rejection Claim and Administrative Claim and
     (c) the uncertainty of the amount that may ultimately be allowed and
     collected.  The Company has leased approximately 69,000 square feet of
     the approximate 99,000 square feet of space surrendered by McCrory.  The
     remainder of the space of approximately 30,000 square feet is not
     leaseable due to the renovations required to accommodate six tenants
     where formerly there was one.  The rental income to be derived from the
     six tenants over the terms of their leases will be approximately
     $5,040,000 less than the total rental income that would have been due
     from McCrory for the period February 1, 1994 through April 29, 2010, the
     termination date of the McCrory lease.

     Jamesway Corporation ("Jamesway"), which occupied retail space in the
     Fishkill, New York property and whose lease extended to January 31, 2005,
     filed for relief under Chapter 11 of the Bankruptcy Code on October 18,
     1995.  Jamesway rejected its lease for the Fishkill location with the
     approval of the Bankruptcy Court, effective February 29, 1996 but
     continued occupancy until March 22, 1996.  The Company filed an amended
     unsecured claim in the amount of $883,635 for damages resulting from the
     breach and rejection of the lease and an administrative priority claim in
     the amount of approximately $189,000 for certain amounts due under the
     lease after the filing of Jamesway's Chapter 11 petition and for the
     costs of repairs resulting from Jamesway's failure to fulfill its repair
     and maintenance obligations under the lease.  Pursuant to a settlement
     that was approved by the Bankruptcy Court, the Company has an allowed
     unsecured claim in the amount of $950,635 and an allowed administrative
     claim in the amount of $54,887.  The Company has realized, to date,
     $418,279, or 44% on account of its unsecured claim and 100% of its
     allowed administrative claim for a total of $473,166.  At July 31, 1997,
     the amount of $418,789 was recorded in Bad Debt Recovery represents the
     amount realized of $473,166 less legal expenses of $22,406 and a
     previously recorded pre-petition rental claim of $31,971.  The Company
     has made no provision in its financial statements for the balance of its
     unsecured claim filed against Jamesway due to the uncertainty of the
     amount that may ultimately be collected.

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

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

In the three months ended October 31, 1997, the Company reported income in the
amount of $345,011, or $.16 per share.  In the comparable three months ended
October 31, 1996, the Company reported income in the amount of $100,000 or
$.05 per share.  The 1997 quarter includes a pre-tax net recovery of real
estate taxes in the amount of $159,276, (see below).  There was no comparable
item in the 1996 three month period.

Rental income in the current three months increased to $2,641,585 from
$2,442,009 in the comparable 1996 three months, primarily due to the addition
of new tenants.

Interest expense in the current quarter exceeded investment income by $141,828
as compared to  $116,189 in the 1996 quarter. The increase was primarily due
to the interest on the Jamaica Building loan discussed in Note 5(a) to the
Consolidated Financial Statements.

Real estate operating expenses decreased to $1,346,377 from $1,424,116
principally due to a decrease in real estate taxes.

Administrative and general expenses increased to $528,537 from $505,236.

The recovery of real estate taxes in the current quarter in the amount of
$159,276, net of legal expenses and credits to tenants in accordance with the
terms of their leases, represents prior years' real estate taxes from the City
of New York.

Depreciation and amortization expense in the current three months increased to
$249,108 from $233,468 in the three months ended October 31, 1996 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 City of New York and the Company have agreed to a settlement which
substantially reduces the real property tax assessments applicable to the
Jowein Building, Brooklyn, New York from the 1991/92 through the 1995/96 tax
years.  The Company's portion of the tax refund, after legal expenses and
credits to tenants in accordance with the terms of their leases, is in the
amount of approximately $919,000.  The Company is currently awaiting the
court's execution of an order covering this settlement.  The Company has not
included the refund in its financial statements due to the pending execution
of the order by the court.
<PAGE>
Cash Flows From Operating Activities:

Deferred Expenses:  The Company had an expenditure of approximately $37,700
for brokerage leasing commissions relating to two new tenants at the Jamaica,
New York building during the three months ended October 31, 1997.

Payroll and other accrued liabilities:  Included in the increase of $555,274
is an amount of $438,943 representing attorneys' fees and amounts payable to
five tenants, in accordance with the terms of their leases, due to the
recovery of prior years' real estate taxes from the City of New York.

Cash Flows From Investing Activities:

Capital Expenditures:  The Company had expenditures of approximately $242,000
for renovations at its Jamaica, New York building to accommodate two new
tenants during the three months ended October 31, 1997.

Cash Flows From Financing Activities:

Lease Security:  The Company received approximately $22,000 in additional
lease security due to the leasing of space to three new tenants at its
Jamaica, New York building during the three months ended October 31, 1997.

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

The Company had working capital of  $2,174,695, with a ratio of  current
assets to  current liabilities of   1.78 to 1 at October 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 - No report on Form 8-K was required to be filed
        by the Company during the three months ended October 31, 1997.
<PAGE>
                                  SIGNATURES



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

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

undersigned thereunto duly authorized.




                                                J.W. MAYS, Inc.
                                                 (Registrant)



Date     December 5, 1997                          Lloyd J. Shulman

                                               Lloyd J. Shulman
                                               Chairman



Date     December 5, 1997                          Alex Slobodin

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