EXHIBIT 10.29

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT


                  This First Amendment to the Employment Agreement ("Agreement")
made and entered into as of April 22, 2002, between Carver Federal Savings Bank
("Bank") and Catherine A. Papayiannis, an individual residing at 204 Battery
Avenue, Brooklyn, New York 11209 ("Executive") is made and entered into as of
May 27, 2004.

                                   WITNESSETH

                  WHEREAS, the Bank and Executive have entered into the
Agreement for purposes of setting forth the terms and conditions of Executive's
employment; and

                  WHEREAS, the Bank and Carver Bancorp, Inc. ("Company") feel
that it is in the best interests of the Bank, the Company and their shareholders
to establish a working environment for Executive which minimizes the personal
distractions that might result from possible business combinations in which the
Company or the Bank might be involved.

                  NOW, THEREFORE, the Bank and Executive hereby agree to amend
the Agreement, effective as of the date hereof, as follows:

                  1. Subsections (c), (d) and (e) of Section 11 of the Agreement
shall be amended in their entirety to read as follows:

                           (c) continued group life, health (including
         hospitalization, medical and major medical), dental, accident and long
         term disability insurance benefits and after taking into account the
         coverage provided by any subsequent employer, if and to the extent
         necessary to provide coverage for Executive and her family for a period
         of one year (two years if the termination of employment occurs
         following a Change in Control); and

                           (d) within thirty (30) days following her termination
         of employment with the Bank, a lump sum payment in an amount equal to
         one year's (two years if the termination of employment occurs following
         a Change in Control) base salary as in effect at that time;

                           (e) an amount equal to the Incentive Compensation
         Award during any full fiscal year remaining in the term of the
         Agreement; PROVIDED, HOWEVER, that if the termination occurs following
         a Change of Control, an amount equal to two times the highest Incentive
         Compensation Award during any full fiscal year during the term of the
         Agreement; in either event, such payment to be made within thirty (30)
         days following Executive's termination of employment;


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                  2. Subsection 11(h) of the Agreement shall be amended by
deleting the last sentence thereof and substituting the following:

         The Bank and the Executive agree that the payments provided for in this
         Agreement are in lieu of any severance payments on a change of control
         which may be provided to employees of the Bank or Carver Bancorp, Inc.
         under the Carver Severance Plan or any other severance plan or through
         any other arrangement or plan of the Bank or Carver Bancorp, Inc. and
         the Executive hereby waives any and all rights to benefits, payments or
         amounts under any such plan or arrangement. If the aggregate amount
         payable to Executive in the nature of compensation that constitute
         parachute payments within the meaning of Section 280G of the Code is
         such that an excise tax under Section 4999 of the Code (the "Excise
         Tax") would be due and if the amount by which such parachute payments
         would have to be reduced to avoid the imposition of the Excise Tax is
         less than or equal to the amount of the Excise Tax due in the absence
         of such reduction, then the aggregate amount payable to Executive will
         be reduced by the amount necessary to avoid the imposition of the
         Excise Tax. The determination of whether any of the payments and
         benefits will trigger the Excise Tax, the amount of the Excise Tax and
         the reduction necessary to avoid the Excise Tax shall be made as of the
         Closing Date by the Bank's regular tax advisors. If such determination
         results in a requirement that Executive's payments be limited,
         Executive shall have the right, by written notice to the Bank, to
         specify which payments and benefits shall be reduced.

                  3. GUARANTEE. Carver Bancorp, Inc. hereby agrees to guarantee
the payment by the Bank of any benefits and compensation to which the Executive
is or may be entitled to and which may not be paid by the Bank under section
27(a) of the Agreement.

                  4. CONTINUED FORCE AND EFFECT. Except as set forth in this
First Amendment, all other terms, covenants and conditions of the Agreement
shall remain in full force and effect.

                  IN WITNESS WHEREOF, the Bank has caused this First Amendment
to be executed and the Executive has hereunto set her hand, all as of the day
and year first above written.

                                                   /s/ Catherine A. Papayiannis
                                                   CATHERINE A. PAPAYIANNIS



ATTEST:                                            CARVER FEDERAL SAVINGS BANK


By    /s/ Linda J. Dunn                            By /s/ Deborah C. Wright
      -----------------                               ---------------------
         Secretary                                    NAME:  Deborah C. Wright
                                                      TITLE:  President & CEO


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ATTEST:                                            CARVER BANCORP, INC.


By    /s/ Linda J. Dunn                            By /s/ Deborah C. Wright
      -----------------                               ---------------------
         Secretary                                    NAME:  Deborah C. Wright
                                                      TITLE:  President & CEO


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