Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

J.W. Mays, Inc.
..................................................................
(Name of Registrant as Specified In Its Charter)

..................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction
applies:

............................................................

(2) Aggregate number of securities to which transaction
applies:

.......................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.......................................................

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.......................................................

J.W. MAYS, INC.

-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 23, 2004
-------------------
October 18, 2004

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
J.W. Mays, Inc. (the 'Company') on Tuesday, November 23, 2004 at 10:00 A.M., New
York time, at the offices of the Company, 9 Bond Street, Brooklyn, New York. The
purpose of the meeting will be to:

1. Fix the number of directors to be elected at seven;

2. Elect seven directors to serve until the next Annual Meeting of
Shareholders and until their respective successors are duly elected and
qualified. The Board has nominated Mark S. Greenblatt, Lance D. Myers, Dean
L. Ryder, Jack Schwartz, Lloyd J. Shulman, Sylvia W. Shulman and Lewis D.
Siegel, all current directors;

3. Ratify the appointment of D'Arcangelo & Co., LLP, the independent
registered public accounting firm, as the Company's independent auditors for
the fiscal year ending July 31, 2005. D'Arcangelo & Co., LLP, served in this
same capacity for the fiscal year ended July 31, 2004; and

4. Transact such other business as may properly come before the meeting
and any adjournment thereof. Please note that we are not aware of any such
business.

The Board of Directors has fixed the close of business October 8, 2004 as
the record date for the determination of shareholders entitled to notice of and
to vote at the 2004 Annual Meeting of Shareholders or any adjournment thereof.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING,
REGARDLESS OF THE NUMBER YOU MAY HOLD. PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE SELF-ADDRESSED ENVELOPE
ENCLOSED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. THIS WILL NOT PREVENT
YOU FROM VOTING YOUR SHARES IN PERSON IF YOU ARE PRESENT.

By order of the Board of Directors,

Salvatore Cappuzzo

SALVATORE CAPPUZZO
Secretary

J.W. MAYS, INC.
9 BOND STREET
BROOKLYN, NEW YORK 11201
------------------------
PROXY STATEMENT
------------------------

THE PROXY AND THE SOLICITATION
This Proxy Statement and accompanying form of proxy are first being sent to
shareholders commencing on or about October 18, 2004. The enclosed form of proxy
is solicited by the Board of Directors of the Company for use at the Annual
Meeting of Shareholders to be held November 23, 2004 (including any
adjournment). You may revoke your proxy and claim your right to vote up to and
including the meeting by written notice given to the Secretary of the Company.
Proxies in the accompanying form which are properly executed by shareholders,
duly returned to the Company or its agent, and not revoked, will be voted in the
manner specified thereon.

OUTSTANDING VOTING STOCK
Each of the 2,015,780 outstanding shares of common stock, par value $1 per
share (the only class of voting security), of the Company (net of 162,517 shares
held as treasury stock, which shares cannot be voted) held of record on
October 8, 2004, is entitled to one vote on each of the matters to be acted upon
at the meeting or any adjournment thereof.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Reference is made to the information under the caption 'Information
Concerning Nominees for Election as Directors' for a statement of the direct
beneficial ownership of the Company's shares of common stock by its director
nominees. The address for each of such nominees and persons hereinafter
mentioned is c/o J.W. Mays, Inc., 9 Bond Street, Brooklyn, New York 11201. The
information below is given as of September 17, 2004, except for information
received by the Company as of October 8, 2004 relating to certain transfers of
shares in Weinstein Enterprises, Inc.

To the best of the Company's knowledge, the following persons were the
beneficial owners or were part of a group which was the beneficial owner of more
than 5% of the outstanding common stock of the Company, as of September 17,
2004, except for information received by the Company as of October 8, 2004
relating to certain transfers of shares in Weinstein Enterprises, Inc.

<Table>
<Caption>
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP IN J.W. MAYS, INC.
NAME OF BENEFICIAL OWNER AS OF SEPTEMBER 17, 2004 PERCENT OF CLASS
- ------------------------ ------------------------ ----------------

Weinstein Enterprises, Inc ........................ (1) (1)
Rockridge Farm
Route 52
Carmel, New York 10512
Subsidiaries of Weinstein Enterprises, Inc.:
Gailoyd Enterprises Corp .......................... 670,120(1) 33.24%
Rockridge Farm
Route 52
Carmel, New York 10512
Celwyn Company, Inc. .............................. 240,211(1) 11.92%
Rockridge Farm
Route 52
Carmel, New York 10512
------- -----
910,331 45.16%
------- -----
------- -----
</Table>

(Footnotes on pages 2, 3 and 4)

<Table>
<Caption>
THROUGH
WEINSTEIN PERCENT
NAME OF BENEFICIAL OWNER ENTERPRISES DIRECT TOTAL OF CLASS
- ------------------------ ----------- ------ ----- --------

Sylvia W. Shulman(2) (3) (4)...................... 266,878.70 42,201 309,079.70 15.33%
Lloyd J. Shulman(3) (4)........................... 134,710.03 44,313 179,023.03 8.88%
Shulman Trustees FBO Lloyd J. Shulman(3) (4)...... 41,067.31 41,067.31 2.04%
Gail S. Koster(4)................................. 84,831.47 84,831.47 4.21%
Shulman Trustees FBO Gail S. Koster(4)............ 34,983.26 34,983.26 1.74%
Koster Family Partnership L.P.
Gail Koster(4).................................. 9,285 9,285.00 .46%
J. Weinstein Foundation, Inc.(5).................. 140,568 140,568.00 6.97%
---------- ------- ------------ ------
Sub-total..................................... 562,470.77 236,367 798,837.77 39.63%

George Orloff(6).................................. 5,847.97 5,847.97 .29%
Lloyd J. Shulman and Madeleine L. Orloff as
Co-Trustees FBO Linda B. Felmus Jessogne(6)..... 24,366.52 24,366.52 1.21%
Madeleine L. Orloff(6)............................ 3,559.39 3,559.39 .18%
Shulman Trustees FBO Linda B. Felmus
Jessogne(6)..................................... 15,210.11 15,210.11 .75%
J.W. Acquisitions, LLC(7)......................... 298,876.24 298,876.24 14.83%
---------- ------- ------------ ------
Total......................................... 910,331.00 236,367 1,146,698.00 56.89%
---------- ------- ------------ ------
---------- ------- ------------ ------
</Table>

- ---------

(1) Weinstein Enterprises, Inc., a Delaware corporation
('Enterprises'), is the beneficial owner of 910,331 shares
(45.16%) of the outstanding common stock of the Company
through its two wholly-owned subsidiaries: (i) Gailoyd
Enterprises Corp., a Delaware corporation ('Gailoyd'), which
directly owns 670,120 shares (33.24%) of the outstanding
common stock of the Company and (ii) Celwyn Company, Inc., a
Delaware corporation ('Celwyn'), which directly owns 240,211
shares (11.92%) of the outstanding common stock of the
Company.

(2) Sylvia W. Shulman directly owns 42,201 shares of the
outstanding common stock of the Company. She also
beneficially owns 266,878.70 shares of the outstanding
common stock of the Company through her beneficial ownership
of 1,759 shares (29.32%) of Enterprises, which includes
1,606 shares (26.77%) held by Sylvia W. Shulman and Lloyd J.
Shulman as trustees for the benefit of (FBO) Sylvia W.
Shulman and 153 shares (2.55%) held directly, for a total of
309,079.70 shares (15.33%). (Sylvia W. Shulman is the
daughter of the late Joe Weinstein, founder of the Company,
and the late Celia Weinstein, and a sister of the late
Florence Felmus).

(3) Lloyd J. Shulman directly owns 44,313 shares of the
outstanding common stock of the Company. He also
beneficially owns 134,710.03 shares of the outstanding
common stock of the Company through his beneficial ownership
of 887.875 shares (14.80%) of Enterprises, and Sylvia W.
Shulman and Lloyd J. Shulman as Co-Trustees FBO Lloyd J.
Shulman pursuant to the will of the late Celia Weinstein own
41,067.31 shares (2.04%) of the outstanding common stock of
the Company through the beneficial ownership of 270.675
(4.51%) of Enterprises for a total of 220,090.34 shares
(10.92%). Sylvia W. Shulman and Lloyd J. Shulman are
trustees of the Lloyd J. Shulman Trust.

(Footnotes continued)

(4) The Shulman family beneficially owns 658,269.77 shares
(32.66%) of the outstanding common stock of the Company both
directly and through Enterprises. This total includes:

<Table>
<Caption>
NUMBER OF PERCENT
SHARES OF CLASS
------ --------

a) Sylvia W. Shulman owns:
1. Directly................................................. 42,201.00 2.09%
2. Through her beneficial ownership of 1,759 shares (29.32%)
of Enterprises........................................... 266,878.70 13.24%
b) Lloyd J. Shulman owns:
1. Directly................................................. 44,313.00 2.20%
2. Through his beneficial ownership of 887.875 shares
(14.80%) of Enterprises.................................. 134,710.03 6.68%
c) Shulman Trustees FBO Lloyd J. Shulman pursuant to the will
of the late Celia Weinstein (Sylvia Shulman and Lloyd
Shulman as Co-Trustees) through the beneficial ownership of
270.675 shares (4.51%) of Enterprises....................... 41,067.31 2.04%
d) 1. Koster Family Partnership L.P. Gail S.
Koster -- direct......................................... 9,285.00 .46%
2. Gail S. Koster (daughter of Sylvia W. Shulman and the
late Max L. Shulman, former chairman of the board) through
the beneficial ownership of 559.125 shares (9.32%) of
Enterprises.............................................. 84,831.47 4.21%
e) Sylvia W. Shulman and Lloyd J. Shulman as Co-Trustees FBO
Gail S. Koster pursuant to the will of the late Celia
Weinstein (Sylvia Shulman and Lloyd Shulman as Co-Trustees)
through the beneficial ownership of 230.575 shares (3.84%)
of Enterprises.............................................. 34,983.26 1.74%
---------- ------
Total....................................................... 658,269.77 32.66%
---------- ------
---------- ------
</Table>

(5) J. Weinstein Foundation, Inc. directly owns 140,568 shares (6.97%) of the
outstanding common stock of the Company. Sylvia W. Shulman and Lloyd J.
Shulman, as officers and directors of J. Weinstein Foundation, Inc., share
voting power as to these shares and consequently, may be deemed to be the
beneficial owners thereof, although the table set forth above does not
include such shares as beneficially owned by such persons.

(6) The Felmus/Orloff family beneficially owns 48,983.99 shares (2.43%) of the
outstanding common stock of the Company through Enterprises. This total
includes:

a) The shares of outstanding common stock of the Company beneficially
owned by Madeleine L. Orloff, daughter of the late Florence Felmus, who
may be considered part of the Florence Felmus family. Madeleine L.
Orloff beneficially owns 3,559.39 shares (0.18%) of the outstanding
common stock of the Company through individual beneficial ownership of
23.46 shares (0.39%) of Enterprises.

b) The shares of outstanding common stock of the Company beneficially
owned by George Orloff, the son of Madeleine L. Orloff, who may be
considered part of the Florence Felmus family. George Orloff
beneficially owns 5,847.97 shares (0.29%) of the outstanding common
stock of the Company through individual beneficial ownership of 38.544
shares (0.64%) of Enterprises.

c) Lloyd J. Shulman and Madeleine L. Orloff as Co-Trustees FBO Linda B.
Felmus Jessogne under the will of the late Florence W. Felmus own
24,366.52 shares (1.21%) of the outstanding common stock of the Company
through the beneficial ownership of 160.60 shares (2.68%) of
Enterprises.

(Footnotes continued)

d) Sylvia W. Shulman and Lloyd J. Shulman as Co-Trustees FBO Linda B.
Felmus Jessogne under the will of the late Celia Weinstein own
15,210.11 shares (.75%) of the outstanding common stock of the Company
through the beneficial ownership of 100.25 shares (1.67%) of
Enterprises.

(7) J.W. Acquisitions, LLC, is the beneficial owner of 298,876.24 shares
(14.83%) of the outstanding common stock of the Company through its
acquisition of 1,969.896 shares (32.83%) of Enterprises. The stock from
Enterprises was purchased from George Orloff (443.256 shares), Jennifer
Orloff (481.80 shares), Glennis Orloff (481.80 shares), Linda B. Felmus
Jessogne (293.25 shares), and Madeleine L. Orloff (269.79 shares). To the
best of the Company's knowledge, the directors and executive officers of
the Company considered as a group beneficially owned the following amount
of outstanding common stock of the Company as of September 17, 2004:

<Table>
<Caption>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP IN
J.W. MAYS, INC. PERCENT OF CLASS
--------------- ----------------

All directors and executive officers of the Company
considered as a group (6 persons)................... 671,163.04* 33.29%
</Table>

- ---------

* This total includes 529,170.04 shares (26.25%) derived from the Shulmans'
beneficial holdings, excluding those of Gail S. Koster; Sylvia W. Shulman and
Lloyd J. Shulman as Co-Trustees FBO Gail S. Koster; and the Koster Family
Partnership L.P. Gail Koster; and also includes 140,568 shares (6.97%) of the
outstanding common stock of the Company owned directly by J. Weinstein
Foundation, Inc. together with 1,425 shares (.07%) owned by other officers and
directors. Moreover, the directors of the Company who are also directors of
Enterprises may, because of their power to vote a majority of the shares in
Enterprises, be considered to be the beneficial owners of the 910,331 shares
(45.16%) of the outstanding common stock of the Company held by Enterprises.

PRINCIPAL NON-AFFILIATED HOLDERS OF COMMON STOCK

To the best of the Company's knowledge, the following 'persons' were the
beneficial owners or were part of a group which was the beneficial owner of more
than 5% of the Company's outstanding common stock, other than those set forth
above, as of September 17, 2004:

<Table>
<Caption>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP IN
J.W. MAYS, INC. PERCENT OF CLASS
----------------------- ----------------

Estate of Sol Goldman ................................ 271,200(1) 13.45%
c/o Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Estate of Lillian Goldman ............................ 182,800(2) 9.07%
640 Fifth Avenue
New York, New York 10019
</Table>

- ---------

(1) The number of shares shown above has been obtained from Amendment No. 9 to
Schedule 13D, the most recent amendment which was dated March 28, 2003, as
filed with the Securities and Exchange Commission on behalf of each of Jane
H. Goldman, Allan H. Goldman and Louisa Little as Co-Executors of the Estate
of Sol Goldman.

(2) The number of shares shown above has been obtained from Amendment No. 9 to
Schedule 13D, the most recent amendment which was dated March 28, 2003, as
filed with the Securities and Exchange Commission on behalf of each of Jane
H. Goldman, Allan H. Goldman, Amy P. Goldman and Diane Goldman Kemper as
Co-Executors of the Estate of Lillian Goldman.

PROPOSAL TO FIX THE NUMBER OF DIRECTORS AT SEVEN

Directors are to be elected to serve until the next Annual Meeting of
Shareholders and until the election and qualification of their respective
successors. The By-Laws provide that, prior to the election of directors at each
Annual Meeting of Shareholders, the number of directors to be elected at such
meeting for the ensuing year shall be fixed by the shareholders by a majority
vote of the shares represented at the meeting in person or by proxy within the
limits fixed by the Certificate of Incorporation which provides for a minimum of
three and a maximum of eleven. The Board of Directors recommends the election of
seven directors and, except as discussed below, all proxies received pursuant to
this solicitation will be voted for that number of directors. The affirmative
vote of a majority of the shares represented in person or by proxy is required
to fix the number of directors at seven.

INFORMATION CONCERNING NOMINEES FOR ELECTION AS DIRECTORS

It is intended that proxies received pursuant to this solicitation will be
voted for the election of the following nominees, unless for any reason any such
nominee shall not be available for election, in which event the proxies will be
voted in favor of the remainder of those nominated, and may be voted for
substitute nominees in place of those who are not candidates or to reduce (but
not below three) the number of directors to be elected. Each of the nominees has
consented to serve as a director, if elected, and it is contemplated that all of
the nominees will be available for election as directors.

The following information is given as of September 17, 2004 with respect to
each nominee for election as a director. Such information has been furnished by
the nominees. The table shows their respective ages in

parentheses, the positions and offices held with the Company, the period served
as a director, their business experience during the past five years, including
their principal occupations and employment during that period, their direct
beneficial ownership and percentage of the Company's outstanding shares owned
[excluding shares which may be deemed to be beneficially owned as set forth
under the caption 'Security Ownership of Certain Beneficial Owners and
Management' (pages 1 to 4)], and other directorships in public companies.
However, none of the directors are a director of another public company. Sylvia
W. Shulman is the mother of Lloyd J. Shulman.

<Table>
<Caption>
SHARES DIRECTLY OWNED
BENEFICIALLY AS OF
SEPTEMBER 17, 2004
---------------------
NAME, AGE, FIRST ELECTED PERCENT
BUSINESS EXPERIENCE AND DIRECTORSHIPS DIRECTOR NUMBER OF CLASS
------------------------------------- -------------- ------ --------

Mark S. Greenblatt (50) August, 2003 202 .01%
Vice President and Treasurer, J.W. Mays, Inc.; from
August 2000 to August 2003, Vice President and
Assistant Treasurer; from November 1987 to August
2000, Assistant Treasurer; Trustee of the J.W. Mays,
Inc. Retirement Plan and Trust.
Lance D. Myers'D' (53) August, 1997 -- --
Partner, Holland & Knight LLP 2003 to present; Senior
Counsel, Holland & Knight LLP 2000 to 2002. Partner in
the law firm of Cullen and Dykman 1986 to 1999.
Dean L. Ryder (58) November, 1999 -- --
President, Putnam County National Bank.
Jack Schwartz'D' (82) November, 1987 100 .005%
Private Consultant; January 1986 to September 1989,
Consultant, The Brooklyn Union Gas Company.
Lloyd J. Shulman'D' (62) November, 1977 44,313(1) 2.20%
Chairman of the Board and President, Chief Executive
Officer and Chief Operating Officer, J.W. Mays, Inc.;
from June 1995 to November 1996, Co-Chairman of the
Board and President, Chief Executive Officer and Chief
Operating Officer; from November 1978 to June 1995,
President and Chief Operating Officer, and prior to
November 1978, Senior Vice President, J.W. Mays, Inc.;
Trustee of the J.W. Mays, Inc. Retirement Plan and
Trust.
Sylvia W. Shulman (86) February, 1965 42,201(1) 2.09%
Retired; Prior to January 1989, Fashion Director and
Merchandiser of Boutique Shops, J.W. Mays, Inc.
Lewis D. Siegel (73) November, 1986 -- --
Senior Vice President -- Investments, Smith Barney
Citigroup since August 1989; from 1973 to August 1989,
Vice President, Thomson McKinnon Securities Inc.;
Trustee of the J.W. Mays, Inc. Retirement Plan and
Trust.
</Table>

- ---------

'D' Member of Executive Committee

(1) Reference is made to the caption 'Security Ownership of Certain Beneficial
Owners and Management' (pages 1 to 4) for information relating to beneficial
ownership of holders owning more than 5% of the outstanding common stock of
the Company.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board of Directors of the Company holds regular quarterly meetings to
review significant developments affecting the Company and to act on matters
requiring Board approval. During fiscal 2004, the Board held four regular
meetings and five special meetings. The Company has established various
committees including an Executive, an Audit, an Investment Advisory, an
Executive Compensation and a Disclosure Committee. In addition, the Company
established a Nominating Committee after the end of fiscal 2004.

Executive Committee -- This Committee during fiscal 2004 consisted of Lloyd
J. Shulman (Chairman), Lance D. Myers, and Jack Schwartz. This Committee may
exercise all the powers of the Board when it is not in session, except as
otherwise provided in a resolution, by statute or By-Law. This Committee did not
meet during fiscal 2004.

Audit Committee -- This Committee during fiscal 2004 consisted of the
following non-employee, 'independent' members of the Board: Jack Schwartz
(Chairman), Dean L. Ryder, and Lewis D. Siegel. We have determined that Dean L.
Ryder qualifies as an 'audit committee financial expert' under applicable SEC
and NASD rules and regulations.

The Audit Committee, which met five times during fiscal 2004, is responsible
for such matters as recommending to the Board of Directors a firm of independent
registered auditors to be retained for the ensuing year by the Company and its
subsidiaries, reviewing the scope and results of annual audits, reviewing the
auditors' recommendations to management and the response of management to such
recommendations, the internal audit reports, and the adequacy of financial and
accounting control mechanisms employed by the Company. The Committee also
reviews and approves any non-audit related services rendered to the Company and
its subsidiaries by the independent registered public accounting firm including
their fees. The Committee is prepared to meet at any time upon request of the
independent registered public accounting firm to review any special situation
arising in relation to any of the foregoing subjects.

Investment Advisory Committee -- This Committee, during fiscal 2004,
consisted of the entire Board of which Lloyd J. Shulman is Chairman. The
Committee meets as necessary on the call of the Chairman. The Committee met
three times during fiscal 2004. The Committee reviews and makes recommendations
concerning the investment choices available with safety of principal, high
yields and liquidity as the prime objectives.

Executive Compensation Committee -- This Committee, during fiscal 2004,
consisted of Lance D. Myers, Dean L. Ryder, Jack Schwartz, and Lewis D. Siegel,
all independent non-employee directors. The Committee recommends to the Board
the establishment and modification of executive compensation plans and programs.
It considers and recommends to the Board remuneration arrangements for the Chief
Executive Officer, as well as the compensation for the other executive officers.
The Committee met one time during the fiscal 2004.

Each director attended 100% of the aggregate meetings of the Board and the
Committees (if a member thereof) held during fiscal 2004, except Sylvia W.
Shulman who attended 75% of the regular meetings and none of the special
meetings.

Disclosure Committee -- This Committee was formed March 19, 2003 and
consists of Lance D. Myers (Special Counsel), Mark S. Greenblatt (Vice President
and Treasurer) and Ward Lyke (Vice President and Assistant Treasurer). The
Committee reviews all financial reports and other required disclosures, assesses
the materiality of information and ensures that internal controls are sufficient
before the reports are submitted to the Audit Committee for final review prior
to the filing with the Securities and Exchange Commission. The Committee met
four times during fiscal 2004.

Nominating Committee -- This Committee was formed on October 12, 2004 and
consists of Lance D. Myers, Dean L. Ryder, Jack Schwartz, and Lewis D. Siegel,
all independent non-employee directors. The Nominating Committee will assist the
Board in the selection of Board members. The Company's Board has approved a
Nominating Committee Charter.

EXECUTIVE COMPENSATION

The following table sets forth the total compensation earned with respect to
the three most recent fiscal years for the officers:

<Table>
<Caption>
ANNUAL COMPENSATION
----------------------------------------------
NAME AND OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)(2)
------------------ ---- -------- ------- ------------------

Lloyd J. Shulman .................................. 2004 $193,297 $ -- $35,053(3)
Chairman of the Board and President, Chief 2003 180,495 35,000 36,561(3)
Executive Officer and Chief Operating Officer 2002 160,500 35,000 30,607(3)

Mark S. Greenblatt ................................ 2004 155,192 15,500 30,374(3)
Vice President and Treasurer 2003 133,380 18,000 26,496(3)
2002 123,709 12,000 23,509(3)

Ward N. Lyke, Jr .................................. 2004 140,330 14,000 26,987(3)
Vice President and Assistant Treasurer 2003 126,855 12,500 24,007(3)
2002 121,088 11,893 22,944(3)

George Silva ...................................... 2004 107,870 10,750 19,595(3)
Vice President -- Operations 2003 98,310 9,500 17,477(3)
2002 91,744 9,000 16,271(3)
</Table>

- ---------

(1) Each non-employee director receives an annual retainer of $7,000 payable
$1,750 quarterly, plus $1,500 for attendance at each Board meeting; $1,100
for each Audit Committee meeting, $550 for each Executive Compensation
Committee meeting and Nominating Committee meeting, and $500 for the
Investment Advisory Committee meetings attended. In addition, the Chairman
of each committee receives an additional $750 for attendance at each
meeting. Each non-employee director also receives an annual expense
allowance of $500, payable $125 quarterly. Neither the Company nor the
Company's Retirement Plan and Trust pays its non-employee director or its
two employee directors for serving as trustees of the Retirement Plan.

(2) Excludes certain personal benefits aggregating less than $25,000 for any
member of the group.

(3) The Company's Retirement Plan and Trust ('Plan'), as modified, which became
effective August 1, 1991, is a Money Purchase Retirement Plan. Contributions
to the Plan are required to be made from time to time by the Company. Each
of the named executive officers has a 100% vested interest in the amount
listed. Directors who are not executive officers do not participate in the
Plan.

REPORT ON EXECUTIVE COMPENSATION

The executive compensation program of the Company is administered by the
Executive Compensation Committee. The Committee has the responsibility for
recommendations to the Board with respect to all compensation to officers and
directors of the Company. The Committee also oversees the Company's Retirement
Plan and Trust and the Company's medical plans. The Company's Board has approved
a Compensation Committee Charter.

BASE SALARY

Salary levels for the Company's executive officers are established
principally on the basis of the executive's position. In each case,
consideration is given both to the personal factors such as the individual's
record and the

responsibility associated with the position, and the prevailing conditions in
the geographic area where the executive's services are performed.

The Committee recognized the changing real estate market but believes
executive officers' base salaries, approved by the Board, are at or below
competitive base salary levels.

The Committee in determining future base salary increases will consider the
Company's performance under the then existing conditions and the then
competitive conditions in the labor market.

The Company has no incentive compensation program.

RETIREMENT PLAN

The Board of Directors adopted The J.W. Mays, Inc. Retirement Plan and Trust
('Plan') effective August 1, 1991. The Board of Directors believes that the Plan
will strengthen the ability of the Company to attract and retain employees
(exclusive of those employees covered by a collective bargaining agreement) and
increase such individuals' incentive to contribute to the Company's future
success.

The Company's contribution to the Plan is an amount equal to 15% of each
participant's compensation plus 5.7% of each participant's compensation in
excess of the contribution and benefit base in effect under Section 230 of the
Social Security Act for each year, subject to a compensation limit of $200,000.

Executive Compensation Committee:

Lance D. Myers
Dean L. Ryder
Jack Schwartz
Lewis D. Siegel

POLICY FOR HIRING FORMER EMPLOYEES OF THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

The Company has instituted a policy that it will not hire a chief executive
officer, controller, chief financial officer, chief accounting officer, or any
person serving in an equivalent position who was employed by its independent
registered public accounting firm and participated in any capacity in the audit
of the Company during the one-year period preceding the date of the initiation
of the audit.

REPORT OF THE AUDIT COMMITTEE

As required by the applicable regulations adopted by the Securities and
Exchange Commission covering audit committees, the following matters have been
complied with by the Audit Committee: The Audit Committee has reviewed and
discussed the audited financial statements with management. The Audit Committee
has discussed with D'Arcangelo & Co., LLP, the independent registered public
accounting firm, the matters required to be discussed by Statement on Auditing
Standards No. 61, as such may be modified or supplemented. The Audit Committee
has received the written disclosures and the letter from D'Arcangelo & Co., LLP,
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committee), as may be modified or supplemented, and has
discussed with D'Arcangelo & Co., LLP the independent registered public
accounting firm's independence. Based upon the review and discussions referred
to above, the Audit Committee has recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on
Form 10-K through incorporation by reference in the Company's Annual Report to
Shareholders for the fiscal year ended July 31, 2004.

Under the terms of its charter, the Committee approves fees paid by the
Company to its independent registered public accounting firm. For the fiscal
year ended July 31, 2004, the Company paid the following fees to D'Arcangelo &
Co., LLP:

<Table>

Audit fees.................................................. $68,221
Financial information system design and implementation
fees...................................................... None
All other fees -- (includes tax and accounting consulting
services)................................................. 10,382
-------
Total Fees.......................................... $78,603
-------
-------
</Table>

The Audit Committee of the Board of Directors has considered whether the
non-audit services rendered by the independent registered public accounting firm
are compatible with an auditor maintaining its independence.

Audit Committee:

Jack Schwartz, Chairman
Dean L. Ryder
Lewis D. Siegel

The materials referred to above under 'Report of the Audit Committee' shall
not be deemed incorporated by reference by any general statement of
incorporation by reference in any filings made under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, and shall not
otherwise be deemed filed under such Acts.

BOARD INTERLOCKS AND INSIDER PARTICIPATION

Lloyd J. Shulman, a member of the Board of the Company, serves as an officer
and director of Weinstein Enterprises, Inc., which is the beneficial owner of
45.16% of the outstanding common stock of the Company through its two
wholly-owned subsidiaries: (i) Gailoyd Enterprises Corp. which directly owns
33.24% of the outstanding common stock of the Company and (ii) Celwyn Company,
Inc. which directly owns 11.92% of the outstanding common stock of the Company.
Lloyd J. Shulman also serves as an officer and director of Gailoyd Enterprises
Corp. and of Celwyn Company, Inc. Sylvia W. Shulman, a member of the Board of
the Company, also serves as a director of Weinstein Enterprises, Inc., Gailoyd
Enterprises Corp. and Celwyn Company, Inc.

PERFORMANCE GRAPH

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
J.W. MAYS, INC., STANDARD & POOR'S 500 AND PEER GROUP
(FIVE-YEAR PERFORMANCE RESULTS THROUGH 07/31/2004)

The following graph sets forth a five-year comparison of cumulative total
shareholder return for the Company, the Standard & Poor's 500 Stock-Index ('S&P
500'), and a Peer Group. The graph assumes the investment of $100 at the close
of trading July 31, 1999 in the common stock of the Company, the S&P 500 and the
Peer Group, and the reinvestment of all dividends, although the Company did not
pay a dividend during this five-year period.

[PERFORMANCE GRAPH]

Comparison of Five-Year Cumulative Total Return*
J.W. MAYS, Inc., Standard & Poor's 500 And Peer Group
(Performance Results Through 7/31/04)

<Table>
<Caption>
7/31/1999 7/31/2000 7/31/2001 7/31/2002 7/31/2003 7/31/2004

J.W. MAYS, INC. 100.00 121.95 199.02 255.61 254.63 261.66
Standard & Poor's 500 100.00 107.68 91.16 68.61 74.53 83.68
Peer Group 100.00 115.98 136.92 149.88 193.50 242.28
</Table>

Assumes 100 invested at the close of trading 7/99 in J.W. MAYS, INC., common
stock, Standard & Poor's 500 and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
Source: Value Line, Inc.

Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.

The Performance Graph shall not be deemed incorporated by reference by any
general statement of incorporation by reference in any filing made under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, and shall not otherwise be deemed filed under such Acts.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to ratification by the shareholders, the Board of Directors of the
Company, on the recommendation of the Audit Committee, has selected D'Arcangelo
& Co., LLP, as the independent registered public accounting firm, to examine the
financial statements of the Company and its subsidiaries for the fiscal year
ending July 31, 2005. This firm first became the independent registered public
accounting firm of the Company and its subsidiaries for the fiscal year ended
July 31, 1996. D'Arcangelo & Co., LLP, has no direct or indirect financial
interest in the Company.

If the selection of D'Arcangelo & Co., LLP, is not ratified by the
shareholders, or if after ratification, that firm for any reason becomes unable
or ineligible to serve, the selection of other independent auditors will be
considered by the Audit Committee and the Board. Representatives of the
independent registered public accounting firm are expected to be present at the
annual meeting with the opportunity to make a statement, if they so desire, and
will be available to respond to appropriate questions.

CERTAIN TRANSACTIONS

During fiscal 2004, the Company paid Enterprises total rentals of $169,800
for leases on which two of the Company's real estate properties are located and
interest of $44,862 on two mortgages held by Enterprises on the Jowein building,
Brooklyn, New York. In the opinion of the Company, the rentals and interest paid
to Enterprises are no more favorable than would be payable for comparable
properties and mortgages, respectively, in arms-length transactions with
non-affiliated parties.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal 2004, the Company retained the law firm of Holland & Knight
LLP, Special Counsel for various legal services. Lance D. Myers, Esq., a
director of the Company is a partner in the law firm of Holland & Knight LLP.
The firm renders legal services to the Company and such services are expected to
continue to be provided to the Company in the future. This firm first became the
Special Counsel of the Company and its subsidiaries in March 2000 and has no
direct or indirect financial interest in the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and any persons who own more
than 10% of the Company's stock, to file reports of ownership and changes in
ownership of J.W. Mays, Inc. stock with the Securities and Exchange Commission.

The Company believes that during the fiscal year ended July 31, 2004, all
Section 16(a) filings applicable to its executive officers, directors and
greater than 10% beneficial owners affiliated with the Company were timely made.

BACKGROUND

The Company discontinued the retail department store segment of its
operations on January 3, 1989. The Company has continued its real estate
operation, including but not limited to the sale/purchase and/or lease of
properties, as conducted prior to the discontinuance of its retail department
store segment.

OTHER INFORMATION

Effective September 6, 2004, the Company renewed its directors and officers
liability insurance policy in the aggregate amount of $5 million. The policy
expires September 6, 2005. The insurer is the National Union Fire Insurance
Company of Pittsburgh, Pa. No sums have been paid under any directors and
officers liability insurance policy.

The Board of Directors is not aware, at the date hereof, of any other matter
to be presented which is a proper subject for action by the shareholders at the
meeting. If any other matter comes before the meeting, it is intended that the
persons named in the accompanying form of proxy will vote thereon in their
discretion.

METHOD AND COST OF SOLICITATION OF PROXIES

The Company will pay the cost of soliciting proxies. In addition to
solicitation by mail, employees of the Company may request the return of proxies
personally, by telephone or other electronic means if proxies are not received
promptly and may request brokerage houses and custodians, nominees and
fiduciaries to forward soliciting material to their principals and the Company
will reimburse them, on request, for their reasonable out-of-pocket expenses.

DEADLINE FOR SHAREHOLDER PROPOSALS FOR THE YEAR 2005 ANNUAL MEETING OF
SHAREHOLDERS

Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders for 2005 must be received at the Company's executive offices for
inclusion in its Proxy Statement and form of proxy relating to that meeting no
later than the close of business June 20, 2005.

ANNUAL REPORT

The Company's Annual Report to Shareholders for the fiscal year ended
July 31, 2004, which is not a part of this Proxy Statement and is not proxy
soliciting material, accompanies this Proxy Statement.

By order of the Board of Directors,

SALVATORE CAPPUZZO

SALVATORE CAPPUZZO
Secretary
Dated: Brooklyn, New York
October 18, 2004

Appendix 1

J. W. MAYS, INC.

PROXY
ANNUAL MEETING OF SHAREHOLDERS - NOVEMBER 23, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Shareholders of J. W. MAYS, INC. (the "Company") to be held November
23, 2004 and the related proxy statement; (b) appoints LLOYD J. SHULMAN, MARK S.
GREENBLATT and WARD N. LYKE, JR. and each of them, attorneys and proxies, with
full power of substitution in each, for and on behalf of the undersigned, to
vote at the Annual Meeting of Shareholders of J. W. Mays, INC. to be held
November 23, 2004 (including any adjournment thereof) the number of shares of
common stock that the undersigned is entitled to vote and with all powers the
undersigned would possess if personally present, as specified with respect to
the matters described in the accompanying Proxy Statement dated October 18, 2004
and upon such other matters as may properly come before such meeting; and (c)
revokes any proxies previously given.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS AND FOR PROPOSALS 1 AND 3. THE
PROXIES WILL USE THEIR DISCRETION WITH REGARD TO ANY MATTER REFERRED TO IN ITEM
4 ON THE REVERSE SIDE.

(Continued and to be signed on the reverse side)

ANNUAL MEETING OF SHAREHOLDERS OF

J. W. MAYS, INC.

November 23, 2004

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

| Please detach along perforated line and mail in the envelope provided.|

- -------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 1 AND 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
- -------------------------------------------------------------------------------------------------------------------------------

2. Election of Directors: FOR AGAINST ABSTAIN
1. Proposal to fix the number of directors to be [_] [_] [_]
elected at seven.
NOMINEES:
[_] FOR ALL NOMINEES o Mark S. Greenblatt 3. To ratify the appointment of D'Arcangelo & [_] [_] [_]
o Lance D. Myers Co., LLP, as the Company's independent
[_] WITHHOLD AUTHORITY o Dean L. Ryder auditors for the Company's fiscal year ending
FOR ALL NOMINEES o Jack Schwartz July 31, 2005.
o Lloyd J. Shulman
[_] FOR ALL EXCEPT o Sylvia W. Shulman 4. In their discretion, the Proxies are authorized to vote on such
(See instructions below) o Lewis D. Siegel other business as may properly come before the meeting or any
adjournment thereof.

PLEASE MARK, SIGN BELOW AND RETURN THE PROXY PROMPTLY IN THE ENVELOPE
PROVIDED.

INSTRUCTION: To withhold authority to vote for any
individual nominee(s), mark "FOR ALL
EXCEPT" and fill in the circle next to
each nominee you wish to withhold, as
shown here: o

To change the address on your account, please
check the box at right and indicate your new
address in the address space above. Please [_]
note that changes to the registered name(s) on
the account may not be submitted via this
method.

Signature of Shareholder Date: Signature of Shareholder Date:
--------------------- ---------- --------------------- ----------

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.

STATEMENT OF DIFFERENCES
------------------------

The dagger symbol shall be expressed as................................ 'D'