- Amended Annual Report (10-K/A)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1


S		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: July 31, 2008
		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 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
Common Stock, par value $1 per share		The NASDAQ Stock Market LLC

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

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No X

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. S No delinquent filers

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer X

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer £		Accelerated filer £
Non-accelerated filer S		Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $8,612,003 as of January 31, 2008 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 12, 2008 was 2,015,780.

DOCUMENTS INCORPORATED BY REFERENCE


Document		Part of Form 10-K in which the Document is incorporated
Annual Report to Shareholders for Fiscal Year Ended July 31, 2008		Parts I and II
Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders		Part III

Explanatory Note

J.W. Mays, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended July 31, 2008 for the purpose of revising its disclosure under "Item 9A. Controls and Procedures," the complete text of which is contained herein and certain additional disclosures in the certifications contained in Exhibits 31.1 and 31.2 and a conforming change to Exhibit 32. Except as discussed in this Explanatory Note, no other changes have been made to the original filing of the Form 10-K.

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, 2008, 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) Changes to internal control over financial reporting.

There was no change in the Company’s internal control 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 control over financial reporting. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.

(c) Management's annual report on internal control over financial reporting.

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13(a)-15(f). Our internal control system has been designed to provide reasonable assurance to the Company's management and its Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Even those systems that have been determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company's management assessed the effectiveness of our internal control over financial reporting as of July 31, 2008. In making this assessment, the Company's management used the criteria set forth by the Committee Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework Guidance for Small Public Companies. Based on the Company's assessments, we believe that, as of July 31, 2008, its internal control over financial reporting is effective based on these criteria.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

The Company's management report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Annual Report.

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 control over financial reporting remain at a high level despite the limited number of accounting department personnel.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

	(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.

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. M AYS , I NC .

(R EGISTRANT )

November 17, 2008

By:

/s/ L LOYD J. S HULMAN

Lloyd J. Shulman
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer

November 17, 2008

By:

/s/ M ARK S. G REENBLATT

Mark S. Greenblatt
Vice President and Treasurer
Principal Financial Officer

November 17, 2008

By:

/s/ W ARD N. L YKE , J R .

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.

Signature	Title	Date

/s/ L LOYD J. S HULMAN Lloyd J. Shulman	Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer and Director	November 17, 2008
/s/ M ARK S. G REENBLATT Mark S. Greenblatt	Vice President, Treasurer and Director	November 17, 2008
/s/ L ANCE D. M YERS Lance D. Myers	Director	November 17, 2008
/s/ D EAN L. R YDER Dean L. Ryder	Director	November 17, 2008
/s/ J ACK S CHWARTZ Jack Schwartz	Director	November 17, 2008
/s/ S YLVIA W. S HULMAN Sylvia W. Shulman	Director	November 17, 2008
/s/ L EWIS D. S IEGEL Lewis D. Siegel	Director	November 17, 2008

Exhibit Index to Form 10-K/A
Amendment No. 1

(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

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