________________________________________________________________________________

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, 2005

[ ] 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)

<Table>

New York 11-1059070
(STATE OR OTHER JURISDICTION OF INCORPORATION
OR ORGANIZATION) (I.R.S. EMPLOYER 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

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)
</Table>

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 NON-AFFILIATES OF THE
REGISTRANT WAS APPROXIMATELY $6,608,469 AS OF JANUARY 31, 2005 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 16, 2005 was 2,015,780.

DOCUMENTS INCORPORATED BY REFERENCE

<Table>
<Caption>
PART OF FORM 10-K
IN WHICH THE DOCUMENT
DOCUMENT IS INCORPORATED
-------- ---------------------

Annual Report to Shareholders for Fiscal Year Ended July 31,
2005 Parts I and II
Definitive Proxy Statement for the 2005 Annual Meeting of
Shareholders Part III
</Table>

________________________________________________________________________________

J.W. MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2005
TABLE OF CONTENTS

<Table>

PART I PAGE

Item 1. Business........................................ 1

Item 2. Properties...................................... 1

Item 3. Legal Proceedings............................... 6

Item 4. Submission of Matters to a Vote of Security
Holders................................................ 6

Executive Officers of the Registrant.................... 7

PART II

Item 5. Market for Registrant's Common Stock and Related
Shareholder Matters.................................... 7

Item 6. Selected Financial Data......................... 7

Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations... 7

Item 7A. Quantitative and Qualitative Disclosures About
Market Risk............................................ 7

Item 8. Financial Statements and Supplementary Data..... 8

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............. 8

Item 9A. Controls and Procedures........................ 8

PART III

Item 10. Directors and Executive Officers of the
Registrant............................................. 8

Item 11. Executive Compensation......................... 8

Item 12. Security Ownership of Certain Beneficial Owners
and Management......................................... 8

Item 13. Certain Relationships and Related
Transactions........................................... 9

Item 14. Principal Accounting Fees and Services......... 9

PART IV

Item 15. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K.................................... 9
</Table>

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 31 employees and has a contract, expiring
November 30, 2007, with a union covering rates of pay, hours of employment and
other conditions of employment for approximately 16% 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>
<Caption>
APPROXIMATE
LOCATION SQUARE FEET
-------- -----------

1. Brooklyn, New York
Fulton Street at Bond Street. 380,000
2. Brooklyn, New York
Jowein building
Fulton Street at Elm Place.................................. 430,000
3. Jamaica, New York
Jamaica Avenue at 169th Street.............................. 297,000
4. Fishkill, New York
Route 9 at Interstate Highway 84............................ 203,000
(located on
14.6 acres)
</Table>

(table continued on next page)

(table continued from previous page)

<Table>
<Caption>
APPROXIMATE
LOCATION SQUARE FEET
-------- -----------

5. Levittown, New York
Hempstead Turnpike.......................................... 85,800
6. Massapequa, New York
Sunrise Highway............................................. 133,400
7. Circleville, Ohio
Tarlton Road................................................ 193,350
(located on
11.6 acres)
8. Brooklyn, New York
Truck bays, passage facilities and tunnel-Schermerhorn
Street...................................................... 17,000
Building-Livingston Street.................................. 10,500
</Table>

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 2005 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
13% of the property is leased by the Company under six
separate leases. Expiration dates are as follows: 4/30/2011
(3 leases); 6/30/2011 (1 lease); 12/8/2013 (1 lease) which
latter has two thirty-year renewal options through
12/8/2073; and 4/30/31 (1 lease) which lease previously had
an expiration date of April 30, 2011 and was extended for an
additional twenty years. 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 fifteen tenants of which
ten are retail tenants and five 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. Approximately 108,000 square feet
of the building are available for lease.

<Table>
<Caption>
OCCUPANCY LEASE EXPIRATION
- ---------------- -------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
----- ---- ----- ------ -------

7/31/01.. 31.57% 7/31/2006 1 2,140
7/31/02 35.65% 7/31/2008 1 63
7/31/03 38.52% 7/31/2009 2 4,220
7/31/04 42.70% 7/31/2011 8 151,633
7/31/05.. 51.62% 7/31/2013 1 25,423
7/31/2014 1 22,192
7/31/2015 1 7,160
-- -------
15 212,831
-- -------
</Table>

As of July 31, 2005 the federal tax basis is $18,693,782
with accumulated depreciation of $6,190,762 for a net
carrying value of $12,503,020. 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 $961,900 per
year and the rate used is averaged at $11.558 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
28,801 square feet for office space for a tenant. The work
was completed in March 2005. The Company is presently
renovating an additional 15,000 square feet for office space
for a tenant. The work was completed in September, 2005.
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 sixteen
tenants of which seven are retail stores, two are fast food
restaurants and seven leases are for office space.
Approximately 186,000 square feet of the building are
available for lease.

<Table>
<Caption>
OCCUPANCY LEASE EXPIRATION
- ---------------- -------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
----- ---- ----- ------ -------

7/31/01 67.38% 7/31/2006 2 13,460
7/31/02 68.65% 7/31/2007 1 5,500
7/31/03 68.65% 7/31/2010 7 106,807
7/31/04 64.08% 7/31/2011 4 56,204
7/31/05 40.86% 7/31/2012 1 15,000
7/31/2014 1 5,000
-- -------
16 201,971
-- -------
</Table>

As of July 31, 2005 the federal tax basis is $15,088,818
with accumulated depreciation of $6,672,945 for a net
carrying value of $8,415,873. 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 $1,334,591 per
year and the rate used is averaged at $11.558 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 twelve tenants: seven 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 27,000 square feet of the
building are available for lease. 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.

<Table>
<Caption>
OCCUPANCY LEASE EXPIRATION
- ---------------- -------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
----- ---- ----- ------ -------

7/31/01 80.34% 7/31/2006 1 47,100
7/31/02 80.34% 7/31/2007 4 57,307
7/31/03 60.37% 7/31/2008 1 2,000
7/31/04 70.70% 7/31/2011 1 42,250
7/31/05 76.00% 7/31/2012 1 2,680
7/31/2014 2 54,289
7/31/2015 1 24,109
7/31/2016 1 6,021
-- -------
12 235,756
-- -------

</Table>

As of July 31, 2005 the federal tax basis is $17,388,046
with accumulated depreciation of $7,304,986 for a net
carrying value of $10,083,060. 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 $315,476 per
year and the rate used is averaged at $11.558 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.

<Table>
<Caption>
OCCUPANCY LEASE EXPIRATION
- --------------- -------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
----- ---- ----- ------ -------

7/31/01 12.28% 7/31/2006 1 25,915
7/31/02 12.28%
7/31/03 12.28%
7/31/04 12.28%
7/31/05 12.28%
</Table>

As of July 31, 2005 the federal tax basis is $9,565,258 with
accumulated depreciation of $6,733,425 for a net carrying
value of $2,831,833. 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 $142,773 per
year and the rate used is averaged at $3.89 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 leased to one tenant that operated 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.

<Table>
<Caption>
OCCUPANCY LEASE EXPIRATION
- --------------- -------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
----- ---- ----- ------ -------

7/31/01 100%
7/31/02 100%
7/31/03 100%
7/31/04 100%
7/31/05 16.67%
</Table>

As of July 31, 2005 the federal tax basis is $298,860 with
accumulated depreciation of $273,457 for a net carrying
value of $25,403. 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 $218,144 per
year and the rate used is averaged at $883.28 per $100 of
assessed valuation.

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 to
two tenants; 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.

<Table>
<Caption>
OCCUPANCY LEASE EXPIRATION
- ---------------- -------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
----- ---- ----- ------ -------

7/31/01 100% 7/31/2009 2 133,400
7/31/02 100%
7/31/03 100%
7/31/04 100%
7/31/05 100%
</Table>

The real estate taxes for this property are $232,883 per
year and the rate used is averaged at $757.52 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 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. 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. The tenant has informed the Company
that it will enter into a further extension and modification
agreement for a five year period, with a right to cancel
after three years, for 75,000 square feet to September 30,
2010. There are approximately 118,000 square feet of the
building available for lease.

<Table>
<Caption>
OCCUPANCY LEASE EXPIRATION
- ---------------- -------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
----- ---- ----- ------ -------

7/31/01 100% 7/31/2011 1 75,000
7/31/02 100%
7/31/03 100%
7/31/04 100%
7/31/05 100%
</Table>

As of July 31, 2005 the federal tax basis is $4,388,456 with
accumulated depreciation of $1,758,865 for a net carrying
value of $2,629,591. 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 $45,983 per year
and the rate used is averaged at $3.474 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

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 2005
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.

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:

<Table>
<Caption>
FIRST BECAME
BUSINESS EXPERIENCE DURING SUCH OFFICER
NAME AGE THE PAST FIVE YEARS OR DIRECTOR
---- --- ------------------- -----------

Lloyd J. Shulman................... 63 President November, 1978
Co-Chairman of the Board and
President June, 1995
Chairman of the Board and
President November, 1996
Director November, 1977
Mark S. Greenblatt................. 51 Vice President August, 2000
Treasurer August, 2003
Director August, 2003
Assistant Treasurer November, 1987
Ward N. Lyke, Jr................... 54 Vice President February, 1984
Assistant Treasurer August, 2003
George Silva....................... 55 Vice President March, 1995
</Table>

All of the above mentioned officers have been appointed as such by the
directors and 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 24 of the Registrant's 2005 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 2005 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 2005 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, 2005, the Company had fixed-rate debt of
$8,636,794 and variable rate debt of $5,854,726. Because of the extension of the
Fishkill, New York property loan and the Bond Street building, Brooklyn, New
York and the Jowein building, Brooklyn, New York loans (presently with balances
of $1,834,726, $2,820,000 and $1,200,000, respectively), if interest rates were
to change 100 basis points, the effect on net income from operations and future
cash flows would be a decrease, should the rates increase, or an increase,
should the rates decline, of $58,547 for these loans.

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 7, 2005, appearing on pages 4 through 17 of the Registrant's 2005 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, and 7 hereof, the 2005 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, 2005, 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 2005 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 2005 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

Definitive Proxy Statement for the 2005 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 2005 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 2005 and 2004.

<Table>
<Caption>
FISCAL YEAR FISCAL YEAR
2005 2004
----------- -----------

Audit Fees............................................. $ 65,199 $68,221
Tax Fees and Other Fees................................ 38,801 10,382
-------- -------
Total.............................................. $104,000 $78,603
-------- -------
-------- -------
</Table>

Audit Fees for fiscal year 2005 and fiscal year 2004 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 2005 and fiscal year 2004 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, and receive the approval of, 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 7, 2005, set forth on pages 4 through 17 of the Registrant's
2005 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:

(i) 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.

(ii) 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, 2005.

Item reported -- The Company reported its financial results for the
three and nine months ended April 30, 2005.

Date of report filed -- June 9, 2005.

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.

<Table>

J.W. MAYS, INC.
----------------------------
(REGISTRANT)

October 13, 2005 By: LLOYD J. SHULMAN
----------------------------
Lloyd J. Shulman
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer

October 13, 2005 By: MARK S. GREENBLATT
----------------------------
Mark S. Greenblatt
Vice President and Treasurer
Principal Financial Officer

October 13, 2005 By: WARD N. LYKE, JR.
----------------------------
Ward N. Lyke, Jr.
Vice President
and Assistant Treasurer
</Table>

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.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

LLOYD J. SHULMAN Chairman of the Board, Chief October 13, 2005
--------------------------------- Executive
Lloyd J. Shulman Officer, President, Chief
Operating Officer and Director

MARK S. GREENBLATT Vice President, Treasurer and October 13, 2005
--------------------------------- Director
Mark S. Greenblatt

LANCE D. MYERS Director October 13, 2005
---------------------------------
Lance D. Myers

DEAN L. RYDER Director October 13, 2005
---------------------------------
Dean L. Ryder

JACK SCHWARTZ Director October 13, 2005
---------------------------------
Jack Schwartz

SYLVIA W. SHULMAN Director October 13, 2005
---------------------------------
Sylvia W. Shulman

LEWIS D. SIEGEL Director October 13, 2005
---------------------------------
Lewis D. Siegel
</Table>

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, 2005, 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)

<Table>
<Caption>
PAGE
----

Financial Statement Schedules:
Report of Independent Registered Public Accounting Firm on
Financial Statement Schedules............................... 12
II Valuation and Qualifying Accounts........................... 13
III Real Estate and Accumulated Depreciation.................... 14
</Table>

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, 2005 and 2004, and for the three years in the period
ended July 31, 2005 and have issued our report thereon dated October 7, 2005;
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 7, 2005

SCHEDULE II

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

<Table>
<Caption>
YEAR ENDED JULY 31,
--------------------------------------------
2005 2004 2003
---------- ---------- ----------

Allowance for net unrealized gains on
marketable securities:

Balance, beginning of period.................. $1,773,562 $1,562,901 $1,334,810

Additions (reductions)........................ (9,298) 210,661 228,091
---------- ---------- ----------

Balance, end of period........................ $1,764,264 $1,773,562 $1,562,901
---------- ---------- ----------
---------- ---------- ----------
</Table>

SCHEDULE III

J.W. MAYS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
JULY 31, 2005
<Table>
<Caption>
COL. A COL. B COL. C

INITIAL COST TO COMPANY
ENCUM- BUILDING &
DESCRIPTION BRANCES LAND IMPROVEMENTS

OFFICE AND RENTAL
BUILDINGS
Brooklyn, New York
Fulton Street at
Bond Street $ 2,820,000 $3,713,494 $ 6,503,468
Jamaica, New York
Jamaica Avenue at
169th Street 4,718,389 -- 3,215,699
Fishkill, New York
Route 9 at
Interstate
Highway 84 1,834,726 594,723 7,212,116
Brooklyn, New York
Jowein Building
Fulton Street and
Elm Place 4,118,405 1,622,232 770,561
Levittown, New York
Hempstead Turnpike -- 95,256 200,560
Circleville, Ohio
Tarlton Road -- 120,849 4,388,456
----------- ---------- -----------
Total(A) $13,491,520 $6,146,554 $22,290,860
----------- ---------- -----------
----------- ---------- -----------

<Caption>
COL. A COL. D COL. E

COST CAPITALIZED GROSS AMOUNT AT WHICH CARRIED
SUBSEQUENT TO ACQUISITION AT CLOSE OF PERIOD
CARRIED BUILDING &
DESCRIPTION IMPROVEMENTS COST LAND IMPROVEMENTS TOTAL

OFFICE AND RENTAL
BUILDINGS
Brooklyn, New York
Fulton Street at
Bond Street $13,947,733 $ -- $3,713,494 $20,451,201 $24,164,695
Jamaica, New York
Jamaica Avenue at
169th Street 14,068,224 -- -- 17,283,923 17,283,923
Fishkill, New York
Route 9 at
Interstate
Highway 84 2,395,462 -- 594,723 9,607,578 10,202,301
Brooklyn, New York
Jowein Building
Fulton Street and
Elm Place 14,318,257 -- 1,622,232 15,088,818 16,711,050
Levittown, New York
Hempstead Turnpike 98,300 -- 95,256 298,860 394,116
Circleville, Ohio
Tarlton Road -- -- 120,849 4,388,456 4,509,305
----------- -------- ---------- ----------- -----------
Total(A) $44,827,976 $ -- $6,146,554 $67,118,836 $73,265,390
----------- -------- ---------- ----------- -----------
----------- -------- ---------- ----------- -----------

<Caption>
COL. A COL. F COL. G COL. H COL. I
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
ACCUMULATED DATE OF DATE STATEMENT IS
DESCRIPTION DEPRECIATION CONSTRUCTION ACQUIRED COMPUTED

OFFICE AND RENTAL
BUILDINGS
Brooklyn, New York
Fulton Street at
Bond Street $ 6,506,773 Various Various (1) (2)
Jamaica, New York
Jamaica Avenue at
169th Street 7,195,475 1959 1959 (1) (2)
Fishkill, New York
Route 9 at
Interstate
Highway 84 6,297,445 10/74 11/72 (1)
Brooklyn, New York
Jowein Building
Fulton Street and
Elm Place 7,265,561 1915 1950 (1) (2)
Levittown, New York
Hempstead Turnpike 259,181 4/69 6/62 (1)
Circleville, Ohio
Tarlton Road 1,371,392 9/92 12/92 (1)
-----------
Total(A) $28,895,827
-----------
-----------
</Table>

- ---------

<Table>

(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 $976,794 and
Accumulated Depreciation thereon of $709,690 at July 31, 2005.
</Table>

<Table>
<Caption>
YEAR ENDED JULY 31,
---------------------------------------
2005 2004 2003
---- ---- ----

INVESTMENT IN REAL ESTATE
Balance at Beginning of Year...................... $67,404,633 $59,411,145 $57,197,856
Improvements...................................... 5,860,757 7,993,488 2,213,289
----------- ----------- -----------
Balance at End of Year............................ $73,265,390 $67,404,633 $59,411,145
----------- ----------- -----------
----------- ----------- -----------
ACCUMULATED DEPRECIATION
Balance at Beginning of Year...................... $27,497,555 $26,240,399 $25,104,318
Additions Charged to Costs and Expenses........... 1,398,272 1,257,156 1,136,081
----------- ----------- -----------
Balance at End of Year............................ $28,895,827 $27,497,555 $26,240,399
----------- ----------- -----------
----------- ----------- -----------
</Table>

EXHIBIT INDEX TO FORM 10-K

<Table>

(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) and (ii) 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
</Table>

EXHIBIT 13
(COPY OF ANNUAL REPORT TO SHAREHOLDERS ATTACHED HERETO)
FISCAL YEAR ENDED JULY 31, 2005
(NEXT PAGE)

STATEMENT OF DIFFERENCES

The paragraph symbol shall be expressed as...............................,,..[p]