MAYS J W INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: JULY 31, 2004

OR

[ ] 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 INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)

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
Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED

None None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $1 per share
(TITLE OF CLASS)

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 BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATIONS S-K IS NOT CONTAINED HEREIN AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [x] NO DELINQUENT FILERS.

THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT WAS APPROXIMATELY $5,861,976 AS OF JANUARY 31, 2004 BASED ON THE
AVERAGE OF THE BID AND ASKED PRICE OF THE STOCK REPORTED FOR SUCH DATE. FOR THE
PURPOSE OF THE FOREGOING CALCULATION, THE SHARES OF COMMON STOCK HELD BY EACH
OFFICER AND DIRECTOR AND BY EACH PERSON WHO OWNS 5% OR MORE OF THE OUTSTANDING
COMMON STOCK HAVE BEEN EXCLUDED IN THAT SUCH PERSONS MAY BE DEEMED TO BE
AFFILIATES. THIS DETERMINATION OF AFFILIATE STATUS IS NOT NECESSARILY A
CONCLUSIVE DETERMINATION FOR OTHER PURPOSES.

The number of shares outstanding of the registrant's common stock as of
September 17, 2004 was 2,015,780.

DOCUMENTS INCORPORATED BY REFERENCE

________________________________________________________________________________

J.W. MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2004

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS.

J.W. Mays, Inc. (the 'Company' or 'Registrant') with executive offices at
9 Bond Street, Brooklyn, New York 11201, operates a number of commercial real
estate properties, which are described in Item 2 'Properties'. The Company's
business was founded in 1924 and incorporated under the laws of the State of New
York on July 6, 1927.

The Company discontinued its department store business which operated under
the name of 'MAYS', in the year ended July 31, 1989, and has continued the
leasing of real estate. The Company has no foreign operations.

The Company employs approximately 30 employees and has a contract, expiring
November 30, 2004, with a union covering rates of pay, hours of employment and
other conditions of employment for approximately 13% of its employees. The
Company considers that its labor relations with its employees and union are
good.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K may contain forward-looking statements which
include assumptions about future market conditions, operations and financial
results. These statements are based on current expectations and are subject to
risks and uncertainties. They are made pursuant to safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The Company's actual results,
performance or achievements in the future could differ significantly from the
results, performance or achievements discussed or implied in such
forward-looking statements herein and in prior Securities and Exchange
Commission filings by the Company. The Company assumes no obligation to update
these forward-looking statements or to advise of changes in the assumptions on
which they were based.

Factors that could cause or contribute to such differences include, but are
not limited to, changes in the competitive environment of the Company, general
economic and business conditions, industry trends, changes in government rules
and regulations and environmental rules and regulations. Statements concerning
interest rates and other financial instrument fair values and their estimated
contribution to the Company's future results of operations are based upon market
information as of a specific date. This market information is often a function
of significant judgment and estimation. Further, market interest rates are
subject to significant volatility.

ITEM 2. PROPERTIES.

The table below sets forth certain information as to each of the properties
currently operated by the Company:

(table continued on next page)

1

(table continued from previous page)

Properties leased are under long-term leases for varying periods, the
longest of which extends to 2073, and in most instances renewal options are
included. Reference is made to Note 5 to the Consolidated Financial Statements
contained in the 2004 Annual Report to Shareholders, incorporated herein by
reference. The properties owned which are held subject to mortgage are the
Brooklyn Bond Street building, the Jowein building, the Jamaica building and the
Fishkill property.

1. Brooklyn, New York -- Fulton Street at Bond Street

14% of the property is leased by the Company under eight
separate leases. Expiration dates are as follows: 4/30/2011
(5 leases); 6/30/2011 (1 lease); and 12/8/2013 (1 lease)
which latter has two thirty-year renewal options through
12/8/2073. A lease of which the Company owns two-thirds of
the premises, expired 1/31/2001. The rental on this property
has continued on a month-to-month basis with an agreement
being reached with the party having the one-third interest,
for the Company to purchase that interest. The Company
renovated a portion of the exterior of the building. The
Company also renovated approximately 47,615 square feet for
two tenants for office space. These improvements were
completed in January 2004 for one tenant and March 2004 for
the other tenant. There are plans to renovate vacant space
for office use upon the execution of future leases to
tenants, although no assurances can be made as to when or if
such leases will be entered into.

The property is currently leased to twelve tenants of which
eight are retail tenants and four occupy office space. One
tenant occupies in excess of 10% of the rentable square
footage (26.11%). This tenant sub-leases to a flea market,
department store, shoe store, fast food restaurant and
various other retail shops. The lease expires April 30, 2011
with no renewal options.

As of July 31, 2004 the federal tax basis is $16,680,339
with accumulated depreciation of $5,787,223 for a net
carrying value of $10,893,116. The lives taken for
depreciation vary between 18-40 years and the methods used
are the straight-line and the declining balance.

2

The real estate taxes for this property are $961,189 per
year and the rate used is averaged at $11.431 per $100 of
assessed valuation.

Brooklyn, New York -- Jowein building, Fulton St. & Elm
2. Place

Approximately 50% of the property is owned and 50% is
leased. The lease is with one landlord and expires
April 30, 2010. There are no renewal options. The Company
renovated 8,300 square feet for office space for two
tenants. The work was completed in November 2003. There are
plans to renovate vacant space for office use upon the
execution of future leases to tenants, although no
assurances can be made as to when or if such leases will be
entered into. The property is currently leased to fourteen
tenants of which seven are retail stores, two are fast food
restaurants and five leases are for office space. One tenant
which was a New York City agency which occupied in excess of
10% of the rentable square footage (33.33%) elected to
exercise its option to terminate the lease agreement and
vacated the premises in June 2004. Approximately 230,000
square feet of the building are available for lease.

As of July 31, 2004 the federal tax basis is $12,761,056
with accumulated depreciation of $6,422,515 for a net
carrying value of $6,338,541. The lives taken for
depreciation vary between 18-40 years and the methods used
are the straight-line and the declining balance.

The real estate taxes for this property are $1,276,541 per
year and the rate used is averaged at $11.431 per $100 of
assessed valuation.

3. Jamaica, New York -- Jamaica Avenue at 169th Street

The building is owned and the fee leased from an affiliated
company. The lease expires July 31, 2027. The property is
currently leased to eleven tenants: six are retail tenants
and five for office space. Three tenants each occupy in
excess of 10% of the rentable square footage: a major retail
store occupies 15.86%; and two tenants occupy office
space -- one occupies 14.23% and the other 11.07% of the
rentable space. Approximately 51,000 square feet of the
building are available for lease. The Company divided
approximately 80,000 square feet of space into three
separate retail stores. The project was completed in
September 2003. Two of the retail stores have been leased.
The space was previously occupied by a department store
which vacated the premises in March 2003. There are plans to
renovate vacant space for office use upon the execution of
future leases to tenants, although no assurances can be made
as to when or if such leases will be entered into.

3

As of July 31, 2004 the federal tax basis is $17,191,947
with accumulated depreciation of $6,956,566 for a net
carrying value of $10,235,381. The lives taken for
depreciation vary between 18-40 years and the methods used
are the straight-line and the declining balance.

The real estate taxes for this property are $324,339 per
year and the rate used is averaged at $11.431 per $100 of
assessed valuation.

4. Fishkill, New York -- Route 9 at Interstate Highway 84

The Company owns the entire property. There are plans to
renovate vacant space to tenants upon the execution of
future leases to tenants, although no assurances can be made
as to when or if such leases will be entered into.
Approximately 26,000 square feet are leased to one tenant
for office space. The tenant vacated the premises in March
2004, but is obligated to continue to pay the rent and
additional rent under the lease agreement until the
expiration date of November 26, 2005. There are
approximately 203,000 square feet of the building available
for lease.

As of July 31, 2004 the federal tax basis is $9,561,382 with
accumulated depreciation of $6,512,320 for a net carrying
value of $3,049,062. The lives taken for depreciation vary
between 18-40 years and the methods used are the
straight-line and the declining balance.

The real estate taxes for this property are $134,940 per
year and the rate used is averaged at $3.68 per $100 of
assessed valuation.

5. Levittown, New York -- Hempstead Turnpike

The Company owns the entire property. There are plans for
the renovation of the space upon the execution of future
leases to tenants, although no assurances can be made as to
when or if such leases will be entered into. The property
was currently leased to one tenant that operates the
premises as a game room and sub-leased a portion for a fast
food restaurant. The lease expired September 30, 2004, and
was vacated by the tenant.

As of July 31, 2004 the federal tax basis is $273,550 with
accumulated depreciation of $273,219 for a net carrying
value of $331. The lives taken for depreciation vary between
18-40 years and the methods used are the straight-line and
the declining balance.

The real estate taxes for this property are $203,732 per
year and the rate used is averaged at $824.93 per $100 of
assessed valuation.

4

6. Massapequa, New York -- Sunrise Highway

The Company is the prime tenant of this leasehold. The lease
expires May 14, 2009 and there is one renewal option. There
are no present plans for additional improvements of this
property. The entire leasehold is currently sub-leased; one,
to a gasoline service station and the other for use as a
bank. Each of these tenants occupies in excess of 10% of the
rentable square footage. The gasoline service station
sub-lease expires April 29, 2009 with no renewal options.
The sub-sub-lease to the bank expires May 14, 2009 with one
renewal option.

The real estate taxes for this property are $210,577 per
year and the rate used is averaged at $684.96 per $100 of
assessed valuation.

The Company does not own this property. Improvements to the
property, if any, are made by tenants.

7. Circleville, Ohio -- Tarlton Road

The Company owns the entire property. There are no present
plans for additional improvements of this property. The
entire property is currently leased to one tenant. The
tenant is a manufacturer and uses these premises as a
warehouse and distribution facility. The lease expired
September 30, 2002. An extension and modification of lease
for the entire premises was executed for a three-year period
to September 30, 2005.

As of July 31, 2004 the federal tax basis is $4,388,456 with
accumulated depreciation of $1,619,549 for a net carrying
value of $2,768,907. The lives taken for depreciation vary
between 18-40 years and the methods used are the
straight-line and the declining balance.

The real estate taxes for this property are $46,288 per year
and the rate used is averaged at $3.497 per $100 of assessed
valuation.

8. Brooklyn, New York -- Livingston Street

The City of New York through its Economic Development
Administration constructed a municipal garage at Livingston
Street opposite the Company's Brooklyn properties. The
Company has a long-term lease with the City of New York and
another landlord expiring in 2013 with renewal options, the
last of which expires 2073, under which:

(1) Such garage, available to the public, provides truck bays and
passage facilities through a tunnel, both for the exclusive use of
the Company, to the structure referred to in (2) below. The truck
bays, passage facilities and tunnel, totaling approximately 17,000
square feet, are included

5

in the lease from the City of New York and another landlord referred
to in the preceding paragraph, and are in full use.

(2) The Company constructed a building of six stories and
basement on a 20 x 75-foot plot (acquired and made available by the
City of New York and leased to the Company for a term expiring in
2013 with renewal options, the last of which expires in 2073). The
plot is adjacent to and connected with the Company's Brooklyn
properties.

In the opinion of management, all of the Company's properties are adequately
covered by insurance.

See Note 10 to the Consolidated Financial Statements contained in the 2004
Annual Report to Shareholders, which information is incorporated herein by
reference, for information concerning the tenants, the rental income from which
equals 10% or more of the Company's rental income.

ITEM 3. LEGAL PROCEEDINGS.

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.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

During the fourth quarter of the fiscal year covered by this report, no
matter was submitted to a vote of security holders of the Company.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The following information is furnished with respect to each Executive
Officer of the Registrant (each of whom is elected annually) whose present term
of office will expire upon the election and qualifications of his successor:

All of the above mentioned officers have been appointed as such by the
directors and, except for Mr. Greenblatt, have been employed as Executive
Officers of the Company during the past five years.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS.

The information appearing under the heading 'Common Stock and Dividend
Information' on page 23 of the Registrant's 2004 Annual Report to Shareholders
is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA.

The information appearing under the heading 'Summary of Selected Financial
Data' on page 2 of the Registrant's 2004 Annual Report to Shareholders is
incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The information appearing under the heading 'Management's Discussion and
Analysis of Financial Condition and Results of Operations' on pages 19 through
22 of the Registrant's 2004 Annual Report to Shareholders is incorporated herein
by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company uses both fixed-rate and variable-rate debt to finance its
capital requirements. These transactions expose the Company to market risk
related to changes in interest rates. The Company does not use derivative
financial instruments. At July 31, 2004, the Company had fixed-rate debt of
$6,570,830 and variable rate debt of $3,280,989. Because of the extension of the
Fishkill, New York property loan (presently with a balance of $1,846,964), if
interest rates were to increase 100 basis points, the effect to net income from
operations and future cash flows would be a decrease of $18,470, and if it were
to decrease 100 basis points, the effect would be an increase of $18,470 for
this loan. In connection with the loan payable to securities broker in the
amount of $1,434,025, if interest rates were to increase 100 basis points, the
effect to net income from operations and future cash flows would be a decrease
of $14,340, and if it were to decrease 100 basis points, the effect would be an
increase of $14,340 for this loan.

7

ITEM. 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Registrant's Consolidated Financial Statements, together with the report
of D'Arcangelo & Co., LLP, independent registered public accounting firm, dated
October 8, 2004, appearing on pages 4 through 17 of the Registrant's 2004 Annual
Report to Shareholders is incorporated herein by reference. With the exception
of the aforementioned information and the information incorporated by reference
in Items 2, 5, 6, 7 and 8 hereof, the 2004 Annual Report to Shareholders is not
to be deemed filed as part of this Form 10-K Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

There are no disagreements between the Company and its accountants relating
to financial disclosures.

ITEM 9A. CONTROLS AND PROCEDURES.

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

The Company's management reviewed the Company's internal controls and
procedures and the effectiveness of these controls. As of July 31, 2004, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included in
its periodic SEC filings.

(B) CHANGE TO INTERNAL CONTROLS.

There was no change in the Company's internal controls over financial
reporting or in other factors during the Company's last fiscal quarter that
materially affected, or are reasonably likely to materially affect, the
Company's internal controls over financial reporting. There were no significant
deficiencies or material weaknesses, and therefore there were no corrective
actions taken.

Our accounting department is comprised of four persons. Due to such a
limited number of persons, a complete segregation of all of the duties as to
which the department is responsible is not possible. In order to make sure that
the inability to segregate all duties does not affect our timely and accurate
financial reporting, we need to remain vigilant in maintaining compensating
controls. These compensating controls will continue to be monitored in order to
assure us that our internal controls over financial reporting remain at a high
level despite the limited number of accounting department personnel.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information relating to directors of the Registrant is contained in the
Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders and such
information is incorporated herein by reference.

The information with respect to Executive Officers of the Registrant is set
forth in Part I hereof.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item appears under the heading 'Executive
Compensation' in the Definitive Proxy Statement for the 2004 Annual Meeting of
Shareholders and such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this item appears under the headings 'Security
Ownership of Certain Beneficial Owners and Management' and 'Information
Concerning Nominees for Election as Directors' in the

8

Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders and such
information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this item appears under the headings 'Executive
Compensation', 'Certain Transactions,' 'Certain Relationships and Related
Transactions' and 'Board Interlocks and Insider Participation' in the Definitive
Proxy Statement for the 2004 Annual Meeting of Shareholders and such information
is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table sets forth the fees paid by the Company to its
independent registered public accounting firm, D'Arcangelo & Co., LLP, for the
fiscal years 2004 and 2003.

Audit Fees for fiscal year 2004 and fiscal year 2003 were for professional
services rendered for the audits of the consolidated financial statements of the
Company and assistance with the review of documents filed with the Securities
and Exchange Commission.

Tax Fees and Other Fees for fiscal year 2004 and fiscal year 2003 were for
services related to tax compliance and preparation of federal, state and local
corporate tax returns, audit of real estate tax matters, and the audit of a
tenant's lease for operating expense escalations.

The officers of the Company consult with the Audit Committee before engaging
accountants for any services.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) The following documents are filed as part of this report:

1. The Consolidated Financial Statements and report of D'Arcangelo &
Co., LLP, independent registered public accounting firm, dated
October 8, 2004, set forth on pages 4 through 17 of the Registrant's
2004 Annual Report to Shareholders.

2. See accompanying Index to Registrant's Financial Statements and
Schedules.

3. Exhibits:

(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession -- not applicable.

(3) Articles of incorporation and by-laws:

(i) Certificate of Incorporation, as amended, incorporated by
reference to Registrant's Form 8-K dated December 3, 1973.

(ii) By-laws, as amended June 1, 1995, incorporated by
reference to Registrant's Form 10-K dated October 23,
1995.

(iii) Amendment to By-laws, effective November 1, 1999,
incorporated by reference to Registrant's Proxy Statement
dated October 19, 2000.

(4) Instruments defining the rights of security holders, including
indentures -- see Exhibit (3) above.

(9) Voting trust agreement -- not applicable.

(10) Material contracts:

9

(i) Agreement of Lease dated March 29, 1990 pursuant to which
the basement and a portion of the street floor,
approximately 32% of the total area of the Registrant's
former Jamaica store, has been leased to a tenant for
retail space, incorporated by reference to Registrant's
Form 10-K dated October 29, 1990.

(ii) Agreement of Lease dated July 5, 1990, as amended
February 25, 1992, pursuant to which a portion of the
street floor and basement, approximately 35% of the total
area of the Registrant's former Brooklyn store, has been
leased to a tenant for the retail sale of general
merchandise and for a restaurant, incorporated by
reference to Registrant's Form 10-K dated October 29,
1990.

(iii) The J.W. Mays, Inc. Retirement Plan and Trust, Summary
Plan Description, effective August 1, 1991, incorporated
by reference to Registrant's Form 10-K dated October 23,
1992 and, as amended, effective August 1, 1993,
incorporated by reference to Registrant's Form 10-Q for
the Quarter ended October 31, 1993 dated December 2, 1993.

(11) Statement re computation of per share earnings -- not
applicable.

(12) Statement re computation of ratios -- not applicable.

(13) Annual report to security holders.

(16) Letter re change in certifying auditors -- not applicable.

(18) Letter re change in accounting principles -- not applicable.

(21) Subsidiaries of the registrant.

(22) Published report regarding matters submitted to vote of security
holders -- not applicable.

(24) Power of attorney -- none.

(28) Information from reports furnished to state insurance regulatory
authorities -- not applicable.

(31) Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.

31.1 -- Chief Executive Officer

31.2 -- Chief Financial Officer

(32) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002; 18 U.S.C. Sect 1350.

(b) Reports on Form 8-K -- A report on Form 8-K was filed by Registrant
during the three months ended July 31, 2004.

Item reported -- The Company reported its financial results for the
three and nine months ended April 30, 2004.

Date of report filed -- June 10, 2004.

10

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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)

October 14, 2004 By: By: LLOYD J. SHULMAN
-----------------------------------------------
Lloyd J. Shulman
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer

October 14, 2004 By: By: MARK S. GREENBLATT
-----------------------------------------------
Mark S. Greenblatt
Vice President and Treasurer
Principal Financial Officer

October 14, 2004 By: By: WARD N. LYKE, JR.
-----------------------------------------------
Ward N. Lyke, Jr.
Vice President
and Assistant Treasurer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT IN THE CAPACITIES AND ON THE DATE INDICATED.

11

INDEX TO REGISTRANT'S FINANCIAL STATEMENTS AND SCHEDULES

Reference is made to the following sections of the Registrant's Annual
Report to Shareholders for the fiscal year ended July 31, 2004, which are
incorporated herein by reference:

Report of Independent Registered Public Accounting Firm (page 17)

Consolidated Balance Sheets (pages 4 and 5)

Consolidated Statements of Income and Retained Earnings (page 6)

Consolidated Statements of Comprehensive Income (page 6)

Consolidated Statements of Cash Flows (page 7)

Notes to Consolidated Financial Statements (pages 8-16)

All other schedules for which provision is made in the applicable
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, accordingly, are omitted.

The separate financial statements and schedules of J.W. Mays, Inc. (not
consolidated) are omitted because the Company is primarily an operating company
and its subsidiaries are wholly-owned.

-------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULES

To the Board of Directors and Shareholders of
J.W. Mays, Inc. and Subsidiaries

We have audited the consolidated financial statements of J.W. Mays, Inc. and
subsidiaries as of July 31, 2004 and 2003, and for the three years in the period
ended July 31, 2004 and have issued our report thereon dated October 8, 2004;
such consolidated financial statements and reports are incorporated by reference
in this Form 10-K Annual Report. Our audits also included the consolidated
financial statement schedules of J.W. Mays, Inc. and subsidiaries referred to in
Item 15(a)2 of this Form 10-K. These consolidated financial statement schedules
are the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, such consolidated
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

D'ARCANGELO & CO., LLP
Purchase, N.Y.
October 8, 2004

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SCHEDULE II

J.W. MAYS, INC.
VALUATION AND QUALIFYING ACCOUNTS

13

SCHEDULE III

J.W. MAYS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
JULY 31, 2004

- ---------

(1) Building and improvements 18 - 40 years
(2) Improvements to leased property 3 - 40 years
(A) Does not include Office Furniture and Equipment and Transportation
Equipment in the amount of $923,748 and Accumulated Depreciation thereon
of $676,849 at July 31, 2004.

14

EXHIBIT INDEX TO FORM 10-K

(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession -- not applicable

(3) (i) Articles of incorporation -- incorporated by reference

(ii) By-laws -- incorporated by reference

(iii) Amendment to By-laws, effective November 1,
1999 -- incorporated by reference

(4) Instruments defining the rights of security holders,
including indentures -- see Exhibit (3) above

(9) Voting trust agreement -- not applicable

(10) Material contracts -- (i) through (iii) incorporated by
reference

(11) Statement re computation of per share earnings -- not
applicable

(12) Statement re computation of ratios -- not applicable

(13) Annual report to security holders

(16) Letter re change in certifying auditors -- not applicable

(18) Letter re change in accounting principles -- not applicable

(21) Subsidiaries of the registrant

(22) Published report regarding matters submitted to vote of
security holders -- not applicable

(24) Power of attorney -- none

(28) Information from reports furnished to state insurance
regulatory authorities -- not applicable

(31) Certifications Pursuant to Section 302 of the Sarbanes-Oxley
Act -- 1 and 2

(32) Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act

15

EXHIBIT 13
(COPY OF ANNUAL REPORT TO SHAREHOLDERS ATTACHED HERETO)
FISCAL YEAR ENDED JULY 31, 2004

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STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as............................... 'SS'