FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOLDMAN JANE H 		2. Issuer Name and Ticker or Trading Symbol

MAYS J W INC [ MAYS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

640 FIFTH AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/23/2010
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/23/2010     S    271200   D $10.71   (1) 0   I   See Footnotes   (2) (5)
Common Stock   11/23/2010     P    271200   A $10.71   (1) 271200   I   See Footnotes   (3) (5)
Common Stock                  182800   I   See Footnotes   (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  This price represents the estimated fair market value of the shares of Common Stock of J.W. Mays, Inc. (the "Shares") on November 23, 2010. An independent appraiser has been retained to prepare a valuation of the Shares. If this appraisal results in a different fair market value of the Shares as of November 23, 2010, the price will be adjusted.
( 2)  These Shares were held by the Estate of Sol Goldman, of which Jane H. Goldman, Allan H. Goldman and Louisa Little are co-executors.
( 3)  These Shares are held by the Lillian Goldman Marital Trust, of which Jane H. Goldman, Allan H. Goldman and Louisa Little are co-trustees.
( 4)  These Shares are held by the Estate of Lillian Goldman, of which Jane H. Goldman, Allan H. Goldman, Amy P. Goldman and Diane Goldman Kemper are co-executors.
( 5)  Each of Jane H. Goldman, Allan H. Goldman and Louisa Little disclaims beneficial ownership of the Shares reported herein, except to the extent of his or her pecuniary interest, if any, therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOLDMAN JANE H
640 FIFTH AVENUE
NEW YORK, NY 10019
X

Goldman Allan H.
640 FIFTH AVENUE
NEW YORK, NY 10019
X

LITTLE LOUISA
640 FIFTH AVENUE
NEW YORK, NY 10019
X


Signatures
/s/ Jane H. Goldman, as co-executrix of the Estate of Sol Goldman, co-trustee of the Lillian Goldman Marital Trust and co-executrix of the estate of Lillian Goldman 1/10/2011
** Signature of Reporting Person Date

/s/ Allan H. Goldman, as co-executor of the Estate of Sol Goldman, co-trustee of the Lillian Goldman Marital Trust and co-executor of the estate of Lillian Goldman 1/10/2011
** Signature of Reporting Person Date

/s/ Louisa Little, as co-executrix of the Estate of Sol Goldman and co-trustee of the Lillian Goldman Marital Trust 1/10/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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