**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C.  20549**







**FORM
      10-Q**





(Mark
      One)





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





**For
      the quarterly period ended June 30, 2007**








o
            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: **1-13007**





**CARVER
                BANCORP, INC.**(Exact
                name of registrant as specified in its charter)








**Delaware**
            
            **13-3904174**(State
                or Other Jurisdiction of Incorporation or Organization)
            
            (I.R.S.
                Employer Identification No.)**75
                West 125th
                Street, New
                York, New York**
            
            **10027**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)





**Registrant’s
      Telephone Number, Including Area Code:  (718)
      230-2900**





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.


x
                Yes
            o
                No





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. (Check
      one):


o
                Large Accelerated
                Filer
            o
                Accelerated
                Filer
            x
                Non-accelerated
                Filer





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


o
                Yes
            x
                No





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date.





**Common
                Stock, par value $0.01**
            
            **2,505,408**Class
            
            Outstanding
                at July 31, 2007







*Table
            of Contents*





**CERTAIN
      TERMS**





Throughout
      this Form 10-Q, unless otherwise specified or the context otherwise
      requires:





“Holding
      Company” means Carver Bancorp, Inc., the holding company for the wholly-owned
      subsidiaries, Carver Federal Savings Bank (the “Bank” or “Carver Federal”),
      Alhambra Holding Corp., an inactive Delaware corporation, and Carver Federal’s
      wholly-owned subsidiaries, CFSB Realty Corp.  CFSB Credit Corp., Carver
      Municipal  Bank (“CMB”), Carver Community Development Corp. (“CCDC”) and
      Carver Federal’s majority owned subsidiary, Carver Asset Corporation,
      collectively, the “Company”. In addition, the Holding Company has a subsidiary,
      Carver Statutory Trust I, which is not consolidated for financial reporting
      purposes in accordance with Financial Accounting Standards Board
      (“FASB”), revised Interpretation No. 46, *Consolidation of Variable Interest
      Entities, and Interpretation of Accounting Research Bulletin No. 51,*effective January 1, 2004.





“Carver,”
      the “Company,” “we,” “us” or “our” refers to the Holding Company along with its
      consolidated subsidiaries.





*Table
            of Contents*





**FORWARD-LOOKING
      STATEMENTS**





Statements
      contained in this Quarterly Report on Form 10-Q, which are not historical facts,
      are “forward-looking statements” within the meaning of Section 27A of the
      Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In
      addition, senior management may make forward-looking statements orally to
      analysts, investors, the media and others. These forward-looking statements
      may
      be identified by the use of such words as “believe,” “expect,” “anticipate,”
“intend,” “should,” “will,” “would,” “could,” “may,” “planned,” “estimated,”
“potential,” “outlook,” “predict,” “project” and similar terms and phrases,
      including references to assumptions. Forward-looking statements are based on
      various assumptions and analyses made by the Company in light of management's
      experience and its perception of historical trends, current conditions and
      expected future developments, as well as other factors believed to be
      appropriate under the circumstances. These statements are not guarantees of
      future performance and are subject to risks, uncertainties and other factors,
      many of which are beyond the Company’s control that could cause actual results
      to differ materially from future results expressed or implied by such
      forward-looking statements. Factors which could result in material variations
      include, without limitation, the Company's success in implementing its
      initiatives, including expanding its product line, adding new branches and
      ATM
      centers, successfully re-branding its image and achieving greater operating
      efficiencies; increases in competitive pressure among financial institutions
      or
      non-financial institutions; legislative or regulatory changes which may
      adversely affect the Company’s business or the cost of doing business;
      technological changes which may be more difficult or expensive than we
      anticipate; changes in interest rates which may reduce net interest margins
      and
      net interest income; changes in deposit flows, loan demand or real estate values
      which may adversely affect the Company’s business; changes in accounting
      principles, policies or guidelines which may cause the Company’s condition to be
      perceived differently; litigation or other matters before regulatory agencies,
      whether currently existing or commencing in the future, which may delay the
      occurrence or non-occurrence of events longer than anticipated; the ability
      of
      the Company to originate and purchase loans with attractive terms and acceptable
      credit quality; and general economic conditions, either nationally or locally
      in
      some or all areas in which the Company does business, or conditions in the
      securities markets or the banking industry which could affect liquidity in
      the
      capital markets, the volume of loan origination, deposit flows, real estate
      values, the levels of non-interest income and the amount of loan
      losses.





The
      forward-looking statements contained herein are made as of the date of this
      Form
      10-Q, and the Company assumes no obligation to, and expressly disclaims any
      obligation to, update these forward-looking statements to reflect actual
      results, changes in assumptions or changes in other factors affecting such
      forward-looking statements or to update the reasons why actual results could
      differ from those projected in the forward-looking statements. You should
      consider these risks and uncertainties in evaluating forward-looking statements
      and you should not place undue reliance on these statements.










**TABLE
      OF****CONTENTS**





PagePART
                I.  FINANCIAL INFORMATIONItem
                1.
            Financial
                StatementsConsolidated
                Statements of Financial Condition as of June
                30, 2007 (unaudited) and March 31, 2007
            1Consolidated
                Statements of Income for the Three
                Months  Ended June 30, 2007 and 2006
                (unaudited)
            2Consolidated
                Statement of Changes in Stockholders’
                Equity and Comprehensive Income for the Three Months Ended June 30,
                2007
                (unaudited)
            3Consolidated
                Statements of Cash Flows for the Three
                Months Ended June 30, 2007 and 2006 (unaudited)
            4Notes
                to Consolidated Financial Statements
                (unaudited)
            5Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition
                and Results of Operations
            8Item
                3.
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            17Item
                4.
            Controls
                and Procedures
            17PART
                II.  OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            18Item
                1A.
            Risk  Factors
            18Item
                2.
            Issuer
                Purchase of Equity
                Securities
            18Item
                3.
            Defaults
                Upon Senior Securities
            18Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            18Item
                5.
            Other
                Information
            18Item
                6.
            Exhibits
            19SIGNATURES
            19EXHIBITS
            E-1




*Table
            of Contents*




**PART
                I.**
            **Financial
                Information**




**ITEM1.**
            **Financial
                Statements**




**CARVER
      BANCORP, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF FINANCIAL CONDITION**


(In
      thousands, except per share data)




**June
                30,**
              **2007**
            
            
            **March
                31,**
              **2007**(Unaudited)**ASSETS**Cash
                and cash equivalents:Cash
                and due from banks
            
            $
            15,983
            
            
            $
            14,619Federal
                funds sold
            
            
            3,500
            
            
            
            1,300Interest
                earning deposits
            
            
            1,185
            
            
            
            1,431Total
                cash and cash equivalents
            
            
            20,668
            
            
            
            17,350Securities:Available-for-sale,
                at fair value (including pledged as collateral of $9,297 and $34,649
                at
                June 30 and March 31, 2007, respectively)
            
            
            44,017
            
            
            
            47,980Held-to-maturity,
                at amortized cost (including pledged as collateral of $11,901 and
                $18,581
                at June 30 and March 31, 2007, respectively; fair value of $18,042
                and
                $19,005 at June 30 and March 31, 2007, respectively)
            
            
            18,327
            
            
            
            19,137Total
                securities
            
            
            62,344
            
            
            
            67,117Loans
                held-for-sale
            
            
            25,167
            
            
            
            23,226Gross
                loans receivable:Real
                estate mortgage loans
            
            
            552,889
            
            
            
            533,667Consumer
                and commercial loans
            
            
            54,977
            
            
            
            52,293Allowance
                for loan losses
            
            
            (5,423
            )
            
            
            (5,409
            )Total
                loans receivable, net
            
            
            602,443
            
            
            
            580,551Office
                properties and equipment, net
            
            
            15,221
            
            
            
            14,626Federal
                Home Loan Bank of New York stock, at cost
            
            
            2,872
            
            
            
            3,239Bank
                owned life insurance
            
            
            8,875
            
            
            
            8,795Accrued
                interest receivable
            
            
            4,848
            
            
            
            4,335Goodwill
            
            
            5,743
            
            
            
            5,716Core
                deposit intangibles, net
            
            
            646
            
            
            
            684Other
                assets
            
            
            14,957
            
            
            
            14,313Total
                assets
            
            $
            763,784
            
            
            $
            739,952**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Liabilities:Deposits
            
            $
            631,330
            
            
            $
            615,122Advances
                from the FHLB-NY and other borrowed money
            
            
            71,301
            
            
            
            61,093Other
                liabilities
            
            
            8,870
            
            
            
            12,110Total
                liabilities
            
            
            711,501
            
            
            
            688,325Stockholders'
                equity:Common
                stock (par value $0.01 per share: 10,000,000 shares; authorized;
                2,524,691
                shares issued; 2,502,993 and 2,507,985 outstanding at June 30 and
                March
                31, 2007, respectively)
            
            
            25
            
            
            
            25Additional
                paid-in capital
            
            
            24,055
            
            
            
            23,996Retained
                earnings
            
            
            28,403
            
            
            
            27,436Unamortized
                awards of common stock under ESOP and MRP
            
            
            (4
            )
            
            
            (4
            )Treasury
                stock, at cost (21,698 and 16,706 shares at June 30 and March 31,
                2007,
                respectively)
            
            
            (361
            )
            
            
            (277
            )Accumulated
                other comprehensive income
            
            
            165
            
            
            
            451Total
                stockholders' equity
            
            
            52,283
            
            
            
            51,627Total
                liabilities and stockholders' equity
            
            $
            763,784
            
            
            $
            739,952





See
      accompanying notes to unaudited consolidated financial statements.





1
 *Table
            of Contents*




**CARVER
      BANCORP, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF INCOME**


(In
      thousands, except per share data)


(Unaudited)





**Three
                Months Ended**
              **June
                30,****2007**
            
            
            **2006**Interest
                Income:Loans
            
            $
            10,993
            
            
            $
            7,891Mortgage-backed
                securities
            
            
            502
            
            
            
            932Investment
                securities
            
            
            462
            
            
            
            181Federal
                funds sold
            
            
            11
            
            
            
            116Total
                interest income
            
            
            11,968
            
            
            
            9,120Interest
                expense:Deposits
            
            
            4,331
            
            
            
            2,995Advances
                and other borrowed money
            
            
            984
            
            
            
            1,090Total
                interest expense
            
            
            5,315
            
            
            
            4,085Net
                interest income before provision for loan losses
            
            
            6,653
            
            
            
            5,035Provision
                for loan losses
            
            
            -
            
            
            
            -Net
                interest income after provision for loan losses
            
            
            6,653
            
            
            
            5,035Non-interest
                income:Depository
                fees and charges
            
            
            630
            
            
            
            609Loan
                fees and service charges
            
            
            379
            
            
            
            246Gain
                on sale of loans
            
            
            47
            
            
            
            12Other
            
            
            81
            
            
            
            78Total
                non-interest income
            
            
            1,137
            
            
            
            945Non-interest
                expense:Employee
                compensation and benefits
            
            
            3,173
            
            
            
            2,285Net
                occupancy expense
            
            
            836
            
            
            
            584Equipment,
                net
            
            
            592
            
            
            
            476Merger
                related expenses
            
            
            -
            
            
            
            2Other
            
            
            1,903
            
            
            
            1,386Total
                non-interest expense
            
            
            6,504
            
            
            
            4,733Income
                before income taxes
            
            
            1,286
            
            
            
            1,247Income
                tax expense
            
            
            143
            
            
            
            445Net
                income
            
            $
            1,143
            
            
            $
            802Earnings
                per common share:Basic
            
            $
            0.46
            
            
            $
            0.32Diluted
            
            $
            0.44
            
            
            $
            0.31





See
      accompanying notes to unaudited****consolidated financial
      statements.





2
 *Table
            of Contents*




**CARVER
      BANCORP, INC. AND
      SUBSIDIARIES**


**CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY**


**AND
      COMPREHENSIVE INCOME**


**FOR
      THE THREE MONTHS ENDED JUNE 30, 2007**


(In
      thousands)


(Unaudited)





**Balance
                at**
              **March
                31, 2007**
            
            
            **Net**
              **income**
            
            
            **Change
                in**
              **accumulated
                other**
              **comprehensive**
              **income,
                net of taxes**
            
            
            Implementation
                of SFAS No. 156
            
            
            **Dividends**
              **paid**
            
            
            **Treasury**
              **stock**
              **activity**
            
            
            **Balance
                at**
              **June
                30, 2007**Common
                stock
            
            $
            25
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            25Additional
                paid-in capital
            
            
            23,996
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            59
            
            
            
            24,055Retained
                earnings
            
            
            27,436
            
            
            
            1,143
            
            
            
            -
            
            
            
            49
            
            
            
            (225
            )
            
            
            -
            
            
            
            28,403Treasury
                stock
            
            
            (277
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (84
            )
            
            
            (361
            )Accumulated
                other comprehensive income
            
            
            451
            
            
            
            -
            
            
            
            (286
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            165Common
                stock acquired by ESOP
            
            
            (4
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (4
            )Total
                Stockholders’ Equity
            
            $
            51,627
            
            
            $
            1,143
            
            
            $
            (286
            )
            
            $
            49
            
            
            $
            (225
            )
            
            $
            (25
            )
            
            $
            52,283





See
      accompanying notes to unaudited consolidated financial statements.




3
 *Table
            of Contents*




**CARVER
      BANCORP, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


(In
      thousands)


(Unaudited)





**Three
                Months Ended June 30,****2007**
            
            
            **2006**Cash
                flows from operating activities:Net
                income
            
            $
            1,143
            
            
            $
            802Adjustments
                to reconcile net income to net cash from operating
                activities:Stock
                based compensation expense
            
            
            59
            
            
            
            70Depreciation
                and amortization expense
            
            
            410
            
            
            
            395Other
                amortization
            
            
            53
            
            
            
            15Gain
                on sale of loans
            
            
            (47
            )
            
            
            (12
            )Originations
                of loans held-for-sale
            
            
            (5,907
            )
            
            
            --Proceeds
                from sale of loans held-for-sale
            
            
            4,012
            
            
            
            1,610Changes
                in assets and liabilities:Increase
                in accrued interest receivable
            
            
            (513
            )
            
            
            (106
            )(Decrease)
                increase in loan premiums and discounts and deferred
                charges
            
            
            (110
            )
            
            
            186(Decrease)
                increase in premiums and discounts - securities
            
            
            (23
            )
            
            
            150(Increase)
                decrease in other assets
            
            
            (524
            )
            
            
            1,034Decrease
                in other liabilities
            
            
            (3,240
            )
            
            
            (3,074
            )Net
                cash (used in) provided by operating activities
            
            
            (4,687
            )
            
            
            1,070Cash
                flows from investing activities:Proceeds
                from principal payments, maturities and calls of
                securities:Available-for-sale
            
            
            3,557
            
            
            
            7,834Held-to-maturity
            
            
            789
            
            
            
            3,835Originations
                of loans held-for-investment
            
            
            (49,044
            )
            
            
            (30,515
            )Loans
                purchased from third parties
            
            
            (4,795
            )
            
            
            (21,128
            )Principal
                collections on loans
            
            
            32,044
            
            
            
            47,810Redemption
                of FHLB-NY stock
            
            
            367
            
            
            
            300Additions
                to premises and equipment
            
            
            (1,005
            )
            
            
            (399
            )Net
                cash (used in) provided by investing activities
            
            
            (18,087
            )
            
            
            7,737Cash
                flows from financing activities:Net
                increase in deposits
            
            
            16,208
            
            
            
            3,174Net
                borrowings (repayments) of FHLB advances
            
            
            10,193
            
            
            
            (6,956
            )Common
                stock repurchased
            
            
            (84
            )
            
            
            (89
            )Dividends
                paid
            
            
            (225
            )
            
            
            (201
            )Net
                cash provided by (used in) financing activities
            
            
            26,092
            
            
            
            (4,072
            )Net
                increase in cash and cash equivalents
            
            
            3,318
            
            
            
            4,735Cash
                and cash equivalents at beginning of the period
            
            
            17,350
            
            
            
            22,904Cash
                and cash equivalents at end of  the period
            
            $
            20,668
            
            
            $
            27,639Supplemental
                information:Noncash
                Transfers-Change
                in unrealized loss on valuation of available-for-sale investments,
                net
            
            $
            (286
            )
            
            $
            (166
            )Cash
                paid for-Interest
            
            $
            5,344
            
            
            $
            4,034Income
                taxes
            
            $
            670
            
            
            $
            1,726




See
      accompanying notes to unaudited consolidated financial statements.




4
 *Table
            of Contents*





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
      (UNAUDITED)**





**(1)**
            **Basis
                of Presentation**





The
      accompanying unaudited consolidated financial statements of the Holding Company
      have been prepared in accordance with United States generally accepted
      accounting principles (“GAAP”) for interim financial information and with the
      instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the
      Securities and Exchange Commission (“SEC”).  Accordingly, they do not
      include all of the information and footnotes required by GAAP for complete
      consolidated financial statements.  Certain information and note
      disclosures normally included in financial statements prepared in accordance
      with GAAP have been condensed or omitted pursuant to the rules and regulations
      of the SEC.  In the opinion of management, all adjustments (consisting
      of only normal recurring adjustments) necessary for a fair presentation of
      the
      financial condition, results of operations, changes in stockholders’ equity and
      cash flows of the Holding Company and its subsidiaries on a consolidated basis
      as of and for the periods shown have been included.





The
      unaudited consolidated financial statements presented herein should be read
      in
      conjunction with the consolidated financial statements and notes thereto
      included in the Holding Company’s Annual Report on Form 10-K for the fiscal year
      ended March 31, 2007 (“2007 Form 10-K”) previously filed with the
      SEC.  The consolidated results of operations and other data for the
      three-month period ended June 30, 2007 are not necessarily indicative of results
      that may be expected for the entire fiscal year ending March 31, 2008 (“fiscal
      2008”).





The
      accompanying unaudited consolidated financial statements include the accounts
      of
      the Holding Company and its wholly-owned subsidiaries, Carver
      Federal and Alhambra Holding Corp.; Carver Federal’s wholly-owned
      subsidiaries, CCDC, CMB, CFSB Realty Corp. and CFSB Credit Corp.; and Carver
      Federal’s majority-owned subsidiary, Carver Asset Corporation.  All
      significant inter-company accounts and transactions have been eliminated in
      consolidation.





In
      addition, the Holding Company has a subsidiary, Carver Statutory Trust I, which
      was formed for the purpose of issuing trust preferred securities.  In
      accordance with Financial Accounting Standards Board revised Interpretation
      No.
      46, *Consolidation of Variable Interest Entities, and Interpretation of
      Accounting Research Bulletin No. 51,*Carver Statutory Trust I is not
      consolidated for financial reporting purposes.








**(2)**
            **Earnings
                Per Share**





Basic
      earnings per common share is computed by dividing net income by the
      weighted-average number of common shares outstanding over the period of
      determination.  Diluted earnings per common share include any
      additional common shares as if all potentially dilutive common shares were
      issued (for instance, stock options with an exercise price that is less than
      the
      average market price of the common shares for the periods
      stated).  For the purpose of these calculations, unreleased ESOP
      shares are not considered to be outstanding.  For the three-month
      periods ended June 30, 2007 and 2006, respectively, 75,794 and 79,554 shares
      of
      common stock were potentially issuable from the exercise of stock options with
      an exercise price that is less than the average market price of the common
      shares and unvested restricted stock grants for the same period.  The
      effects of these potentially dilutive common shares were considered in
      determining the diluted earnings per common share.








**(3)**
            **Accounting
                for Stock Based
                Compensation**





The
      Company follows Statement of Financial Accounting Standards No. 123R,
*Share-Based Payment* ("SFAS No. 123R"), which requires that all
      stock-based compensation be recognized as an expense in the financial statements
      and that such cost be measured at the fair value of the award.  This
      statement was adopted using the modified prospective method of application,
      which requires the Company to recognize compensation expense on a prospective
      basis.  Therefore, prior period financial statements have not been
      restated.  Under this method, in addition to reflecting compensation
      expense for new share-based awards, expense is also recognized to reflect the
      remaining service period of awards that had been included in pro forma
      disclosures in prior periods.  SFAS No. 123R also requires that excess
      tax benefits related to stock option exercises be reflected as financing cash
      inflows instead of operating cash inflows.  Stock-based compensation
      expense and the related tax benefit recognized for the three months ended June
      30, 2007 totaled $59,000 and $23,000, respectively.





**(4)**
            **Benefit
                Plans**





*Employee
      Pension Plan*





Carver
      Federal has a non-contributory defined benefit pension plan covering all
      eligible employees.  The benefits are based on each employee’s term of
      service.  Carver Federal’s policy was to fund the plan with
      contributions equal to the maximum amount deductible for federal income tax
      purposes.  The pension plan was curtailed and future benefit accruals
      ceased as of December 31, 2000.





5
 *Table
            of Contents*




*Directors’
      Retirement Plan*





Concurrent
      with the conversion to a stock form of ownership, Carver Federal adopted a
      retirement plan for non-employee directors.  The benefits are payable
      based on the term of service as a director.  The directors’ retirement
      plan was curtailed during the fiscal year ended March 31, 2001.





The
      following table sets forth the components of net periodic pension expense for
      the pension plan and directors’ retirement plan for the three months ended June
      30 as follows (in thousands):





**Employee
                Pension Plan**
            
            
            **Directors'
                Retirement Plan****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**Interest
                cost
            
            $
            40
            
            
            $
            40
            
            
            $
            1
            
            
            $
            1Expected
                return on assets
            
            
            (55
            )
            
            
            (55
            )
            
            
            --
            
            
            
            --Unrecognized
                loss (gain)
            
            
            --
            
            
            
            4
            
            
            
            --
            
            
            
            (1
            )Net
                periodic benefit credit
            
            $
            (15
            )
            
            $
            (11
            )
            
            $
            1
            
            
            $
            --








**(5)**
            **Common
                Stock Dividend**





On
      August
      08, 2007, the Board of Directors of the Holding Company declared, for the
      quarter ended June 30, 2007, a cash dividend of****ten cents
      ($0.10) per common share outstanding.  The dividend is payable on
      September 5, 2007 to stockholders of record at the close of business on August
      23, 2007.








**(6)**
            **Recent
                Accounting Pronouncements**





*Fair
      Value Measurements*





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
      No. 157”).  The Statement establishes a single definition of fair
      value, sets up a framework for measuring it, and requires additional disclosures
      about the use of fair value to measure assets and liabilities.  SFAS
      No. 157 also emphasizes that fair value is a market-based measurement by
      establishing a three level “fair value hierarchy” that ranks the quality and
      reliability of inputs used in valuation models, i.e., the lower the level,
      the
      more reliable the input.  The hierarchy provides the basis for the
      Statement’s new disclosure requirements which are dependent upon the frequency
      of an item’s measurement (recurring versus nonrecurring).  SFAS No.
      157 is effective for fair-value measures already required or permitted by other
      standards for financial statements issued for fiscal years beginning after
      November 15, 2007 and interim periods within those fiscal years.  Its
      provisions will generally be applied prospectively.  The adoption of
      SFAS No. 157 is not expected to have a material impact on our consolidated
      financial statements.




*The
      Fair Value Option for Financial Assets and Liabilities*





In
      February 2007, the FASB issued SFAS No. 159, *The Fair Value Option for
      Financial Assets and Financial Liabilities— including an amendment of FASB
      Statements No. 115* (“SFAS No. 159”).  SFAS No. 159 permits
      entities to choose to measure financial instruments and certain other items
      at
      fair value that are not currently required to be measured at fair
      value.   This Statement is effective as of the beginning of an
      entity’s first fiscal year beginning after November 15, 2007.   Carver
      Federal is currently assessing the impact of this pronouncement.








*Accounting
      for Purchases of Life Insurance*





In
      September 2006, the Emerging Issues Task Force (“EITF”) of the FASB reached
      final consensus on accounting for life insurance in Issue No. 06-5,
      Accounting for Purchases of Life Insurance – Determining the Amount That Could
      Be Realized in Accordance with FASB Technical Bulletin (“FTB”) No. 85-4,
      Accounting for Purchases of Life Insurance (“EITF Issue
      No. 06-5”).  EITF Issue No. 06-5 concluded that a
      policyholder should consider other amounts included in the contractual terms
      of
      an insurance policy, in addition to cash surrender value, when determining
      the
      asset value that could be realized under the terms of the insurance contract
      in
      accordance with FTB 85-4.  On April 1, 2007, Carver Federal adopted
      this consensus which was effective for fiscal years beginning after
      December 15, 2006.  EITF Issue No. 06-5 did not have an
      impact on the Company’s financial position or its results of
      operations.




6
 *Table
            of Contents*





*Accounting
      for Uncertainty in Income Taxes*





In
      June
      2006, the FASB issued Interpretation No. 48, *Accounting for Uncertainty in
      Income Taxes – an Interpretation of FASB Statement No. 109* (“FIN
      48”).  FIN 48 clarifies Statement 109 by establishing a criterion that
      an individual tax position would have to meet in order for some or all of the
      associated benefit to be recognized in an entity’s financial
      statements.  The Interpretation applies to all tax positions within
      the scope of Statement 109.  In applying FIN 48, an entity is required
      to evaluate each individual tax position using a two
      step-process.  First, the entity should determine whether the tax
      position is recognizable in its financial statements by assessing whether it
      is
“more-likely-than-not” that the position would be sustained by the taxing
      authority on examination.  The term “more-likely-than-not” means “a
      likelihood of more than 50 percent.”  Second, the entity should
      measure the amount of benefit to recognize in its financial statements by
      determining the largest amount of tax benefit that is greater than 50 percent
      likely of being realized upon ultimate settlement with the taxing
      authority.  Each tax position must be re-evaluated at the end of each
      reporting period to determine whether recognition or derecognition is
      warranted.  The liability resulting from the difference between the
      tax return position and the amount recognized and measured under FIN 48 should
      be classified as current or non-current depending on the anticipated timing
      of
      settlement.  An entity should also accrue interest and penalties on
      unrecognized tax benefits in a manner consistent with the tax
      law.  The Company’s Federal, New York State and City tax filings for
      years 2003 through the present are subject to examination.





FIN
      48
      requires significant new annual disclosures in the notes to the financial
      statements that include a tabular roll-forward of the beginning to ending
      balances of an entity’s unrecognized tax benefits.  The Interpretation
      is effective for fiscal years beginning after December 15, 2006 and the
      cumulative effect of applying FIN 48 should be reported as an adjustment to
      retained earnings at the beginning of the period in which it is
      adopted.  This pronouncement, which was adopted as of April 1, 2007,
      had no impact on the Company’s financial position or its results of operations
      for the quarter ended June 30, 2007.








*Accounting
      for Servicing of Financial Assets*





In
      March
      2006, the FASB issued Statement Financial Accounting Standards No. 156,
*Accounting for Servicing of Financial Assets – an Amendment of FASB
      Statement No. 140*, ("SFAS
      No. 156"),which amends SFAS No. 140, “Accounting for Transfers and
      Servicing of Financial Assets and Extinguishments of Liabilities” with respect
      to the accounting for separately recognized servicing assets and servicing
      liabilities.  SFAS No. 156 requires all separately recognized
      servicing assets and servicing liabilities to be initially measured at fair
      value, if practicable, and permits an entity to choose either the amortization
      or fair value measurement method for subsequent measurements. The
      Company determines the fair value of its mortgage servicing rights on the basis
      of a third party market valuation of the Company’s servicing portfolio
      stratified by predominant risk characteristics – loan type and coupon.  The
      valuation of the Company’s mortgage servicing rights utilizes market derived
      assumptions for discount rates, servicing costs, escrow earnings rate, and
      prepayments. The Company, upon adoption of SFAS No. 156, recorded a cumulative
      effect adjustment to retained earnings (net of tax) as of the beginning of
      fiscal 2008 for the difference between the mortgage servicing rights fair value
      and its carrying amount as reflected in the consolidated statement of changes
      in
      stockholders' equity.At June 30, 2007, the fair value of mortgage
      servicing rights totaled $0.7 million.




7
 *Table
            of Contents*





**ITEM
                2.**
            **Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations**





**Overview**





The
      following should be read in conjunction with the audited Consolidated Financial
      Statements, the notes thereto and other financial information included in the
      Company’s 2007 Form 10-K.





The
      Holding Company, a Delaware corporation, is the holding company for Carver
      Federal, a federally chartered savings bank, and, on a parent-only basis, had
      minimal results of operations.  The Holding Company is headquartered
      in New York, New York.  The Holding Company conducts business as a
      unitary savings and loan holding company, and the principal business of the
      Holding Company consists of the operation of its wholly-owned subsidiary, Carver
      Federal.  The Bank is focused on successfully building its core
      business by providing superior customer service and financial products targeting
      its urban customer base.  As of June 30, 2007, the Bank operated ten
      full-service banking locations and nine stand-alone ATM locations, including
      six
      24/7 ATM centers in the New York City boroughs of Brooklyn, Queens and
      Manhattan.





As
      the
      largest African- and Caribbean-American operated bank in the United States,
      Carver Federal is well positioned to address the diverse financial opportunities
      in urban markets.    Carver Federal operates as a
      traditional community bank, and offers consumer and commercial banking services.
      The Bank provides deposit products including demand, savings and time deposits
      for consumers, businesses, and governmental and quasi-governmental agencies
      in
      its local market area within New York City. In addition to deposit products,
      Carver Federal offers additional consumer and commercial banking products
      and services, including debit cards, online banking, online bill pay, and
      telephone banking. Through its affiliation with Merrill Lynch & Co., Carver
      Federal offers a comprehensive range of wealth management products.





Carver
      Federal offers loan products covering a variety of asset classes, including
      commercial and residential mortgages, construction loans and business loans.
      The
      Bank finances its mortgage and loan products through its deposit operations
      or
      borrowings. Funds not used to originate mortgages and loans are invested
      primarily in U.S. government agency securities and mortgage-backed
      securities.





Carver
      Federal’s net income, like others in the thrift industry, is dependent primarily
      on net interest income, which is the difference between interest income earned
      on its interest-earning assets such as loans, investment and mortgage-backed
      securities portfolios and the interest paid on its interest-bearing liabilities,
      such as deposits and borrowings.  The Bank’s earnings are also
      affected by general economic and competitive conditions, particularly changes
      in
      market interest rates and government and regulatory
      policies.  Additionally, net income is affected by any incremental
      provision for loan losses, as well as non-interest income and operating
      expenses.





During
      the three months ended June 30, 2007, the local real estate markets remained
      strong and continued to support new and existing lending
      opportunities.  The average Federal Funds rate of 5.25% for the three
      months ended June 30, 2007 was 35 basis points higher than the average rate
      for
      the corresponding prior year period.  As a result of the rate
      environment that prevailed throughout fiscal 2007 and continues in fiscal 2008,
      the Company pursued a strategy of using the proceeds from the repayment and
      maturities of the Company’s lower earning investment portfolio and the growth in
      deposits to fund higher yielding loans, primarily commercial real estate and
      construction loans, while at the same time allowing for the repayment of
      borrowings.





Carver
      Federal’s total loan portfolio increased during the three months ended June 30,
      2007.  The increase in total loans receivable, net, is primarily the
      result of an increase in construction loans.  Total deposits also
      increased during the three months ended June 30, 2007.  The growth was
      primarily the result of increases in money market
      deposits.  Available-for-sale and held-to-maturity securities
      decreased during the three months ended June 30, 2007 due to principal payments
      and maturities.  Advances and borrowings increased during the three
      months ended June 30, 2007.





Net
      income for the three months ended June 30, 2007 increased compared to the three
      months ended June 30, 2006.  The increase in quarterly results was
      primarily due to an increase in net interest income partially offset by an
      increase in non-interest expense.  Net interest income increased due
      to Carver Federal’s larger loan portfolio resulting from the acquisition of CCB
      and Carver Federal’s strategy of reducing lower yielding securities and
      replacing them with higher yielding loans, while replacing higher cost
      borrowings with lower cost deposits.  The increase in non-interest
      expense is primarily due to an increase in employee compensation and benefits
      expenses, occupancy and equipment costs and general and administrative costs
      associated with the acquisition of CCB.





For
      the
      three months ended June 30, 2007, the net interest margin and net interest
      rate
      spread increased to 3.86% and 3.55%, respectively, compared to 3.29% and 3.03%,
      respectively, for the three months ended June 30, 2006.  These
      increases were primarily due to the yield on interest-earning assets rising
      more
      rapidly than the cost of interest-bearing liabilities as a result of the
      positive momentum achieved from the assets acquired from CCB, loan originations
      and the previously discussed balance sheet strategy.





8
 *Table
            of Contents*




**Acquisition
      of Community Capital Bank**





On
      September 29, 2006, the Bank completed its acquisition of CCB, a Brooklyn-based
      New York State chartered commercial bank, with approximately $165.4 million
      in
      assets and two branches, in a cash transaction totaling approximately
      $11.1 million.  Under the terms of the merger agreement, CCB’s
      shareholders were paid $40.00 per outstanding share (including options which
      immediately vested with the consummation of the merger) and the Bank incurred
      an
      additional $0.8 million in transaction related costs.  The combined
      entities operate under Carver Federal’s thrift charter and Carver Federal will
      continue to be supervised by the Office of Thrift Supervision
      (“OTS”).





The
      transaction, which was accounted for under the purchase accounting method,
      included the recognition of approximately $0.8 million of core deposit
      intangibles and $5.1 million representing the excess of the purchase price
      over
      the fair value of identifiable net assets (“goodwill”).  At June 30,
      2007, goodwill totaled $5.7 million.








**New
      Markets Tax Credit Award**





In
      June
      2006, Carver Federal was selected by the U.S. Department of Treasury to receive
      an award of $59 million in New Markets Tax Credits (“NMTC”). The NMTC award
      is used to stimulate economic development in low- to moderate-income
      communities.  The NMTC award enables the Bank to invest with community
      and development partners in economic development projects with attractive terms
      including, in some cases, below market interest rates, which may have the effect
      of attracting capital to underserved communities and facilitating the
      revitalization of the community, pursuant to the goals of the NMTC
      program.  The NMTC award provides a credit to Carver Federal against
      Federal income taxes when the Bank makes qualified investments.  The
      credits are allocated over seven years from the time of the qualified
      investment.  During the seven year period, assuming the Bank meets
      compliance requirements, the Bank will receive 39% of the invested award amount
      (5% over each of the first three years, and 6% over each of the next four
      years).   The Bank’s NMTC award began in December 2006 when the
      Bank invested $29.5 million, one-half of its $59 million
      award.   For the three months ended June 30, 2007, the Company
      recognized a tax benefit of $0.4 million related to the NMTC award.








**Critical
      Accounting Policies**





Note
      1 to
      the Company’s audited Consolidated Financial Statements for fiscal 2007 included
      in its 2007 Form 10-K, as supplemented by this report, contains a summary of
      significant accounting policies and is incorporated by reference.  The
      Company believes its policies, with respect to the methodology for determining
      the allowance for loan losses and asset impairment judgments, including other
      than temporary declines in the value of the Company’s investment securities,
      involve a high degree of complexity and require management to make subjective
      judgments which often require assumptions or estimates about highly uncertain
      matters.  Changes in these judgments, assumptions or estimates could
      cause reported results to differ materially.  The following
      description of these policies should be read in conjunction with the
      corresponding section of the Company’s 2007 Form 10-K.








**Securities
      Impairment**





Carver
      Federal’s available-for-sale securities portfolio is carried at estimated fair
      value, with any unrealized gains and losses, net of taxes, reported as
      accumulated other comprehensive loss/income in stockholders’
equity.  Securities that the Bank has the positive intent and ability
      to hold to maturity are classified as held-to-maturity and are carried at
      amortized cost.  The fair values of securities in portfolio are based
      on published or securities dealers’ market values and are affected by changes in
      interest rates.  The Bank periodically reviews and evaluates the
      securities portfolio to determine if the decline in the fair value of any
      security below its cost basis is other-than-temporary.  The Bank
generally views changes in fair value caused by changes in interest rates as
      temporary, which is consistent with its experience.  However, if such
      a decline is deemed to be other-than-temporary, the security is written down
      to
      a new cost basis and the resulting loss is charged to earnings.  At
      June 30, 2007, the Bank carried no permanently impaired securities.








**Allowance
      for Loan Losses**





The
      allowance for loan losses is maintained at a level considered adequate to
      provide for probable loan losses inherent in the portfolio as of June 30,
      2007.  Management is responsible for determining the adequacy of the
      allowance for loan losses and the periodic provisioning for estimated losses
      included in the consolidated financial statements.  The evaluation
      process is undertaken on a quarterly basis, but may increase in frequency should
      conditions arise that would require management’s prompt attention, such as
      business combinations and opportunities to dispose of non-performing and
      marginally performing loans by bulk sale or any development which may indicate
      an adverse trend.





9
 *Table
            of Contents*




Carver
      Federal maintains a loan review system, which calls for a periodic review of
      its
      loan portfolio and the early identification of potential problem
      loans.  Such system takes into consideration, among other things,
      delinquency status, size of loans, type of collateral and financial condition
      of
      the borrowers.  Loan loss allowances are established for problem loans
      based on a review of such information and/or appraisals of the underlying
      collateral.  On the remainder of its loan portfolio, loan loss
      allowances are based upon a combination of factors including, but not limited
      to, actual loan loss experience, composition of loan portfolio, current economic
      conditions and management’s judgment.  Although management believes
      that adequate loan loss allowances have been established, actual losses are
      dependent upon future events and, as such, further additions to the level of
      the
      loan loss allowance may be necessary in the future.





The
      methodology employed for assessing the appropriateness of the allowance consists
      of the following criteria:





·
            Establishment
                of loan loss allowance amounts for all specifically identified criticized
                loans that have been designated as requiring attention by management’s
                internal loan review process, bank regulatory examinations or Carver
                Federal’s external auditors.





·
            An
                average loss factor, giving effect to historical loss experience
                over
                several years and linked to cyclical trends, is applied to all loans
                not
                subject to specific review.





·
            Evaluation
                of any changes in risk profile brought about by business combinations,
                customer knowledge, the results of ongoing credit quality monitoring
                processes and the cyclical nature of economic and business
                conditions.  An important consideration in performing this
                evaluation is the concentration of real estate related loans located
                in
                the New York City metropolitan
                area.





The
      initial allocation or specific-allowance methodology commences with loan
      officers and underwriters grading the quality of their loans on an
      eight-category risk classification scale.  Loans identified from this
      process as being higher risk are referred to Carver Federal’s Internal Asset
      Review Committee for further analysis and identification of those factors that
      may ultimately affect the full recovery or collectibility of principal and/or
      interest.  These loans are subject to continuous review and monitoring
      while they remain in the criticized category.  Additionally, the
      Internal Asset Review Committee is responsible for performing periodic reviews
      of the loan portfolio that are independent of the identification process
      employed by loan officers and underwriters.  Gradings that fall into
      criticized categories are further evaluated and reserve amounts are established
      for each loan.





The
      second allocation or loss factor approach to common or homogeneous loans is
      made
      by applying the average loss factor based on several years of loss experience
      to
      the outstanding balances in each loan category.  It gives recognition
      to the loss experience of acquired businesses, business cycle changes and the
      real estate components of loans.  Since many loans depend upon the
      sufficiency of collateral, any adverse trend in the real estate markets could
      seriously affect underlying values available to protect against
      loss.





Other
      evidence used to support the amount of the allowance and its components
      include:





·
            Amount
                and trend of criticized loans


·
            Actual
                losses


·
              Peer
                  comparisons with other financial
                  institutions


·
            Economic
                data associated with the real estate market in the Company’s lending
                market areas




A
      loan is
      considered to be impaired, as defined by SFAS No. 114, *“Accounting by
      Creditors for Impairment of a Loan”* (“SFAS 114”), when it is probable that
      Carver Federal will be unable to collect all principal and interest amounts
      due
      according to the contractual terms of the loan agreement.  Carver
      Federal tests loans covered under SFAS 114 for impairment if they are on
      non-accrual status or have been restructured.  Consumer credit
      non-accrual loans are not tested for impairment because they are included in
      large groups of smaller-balance homogeneous loans that, by definition, are
      excluded from the scope of SFAS 114.  Impaired loans are required to
      be measured based upon the present value of expected future cash flows,
      discounted at the loan’s initial effective interest rate, or at the loan’s
      market price or fair value of the collateral if the loan is collateral
      dependent.  If the loan valuation is less than the recorded value of
      the loan, an allowance must be established for the difference.  The
      allowance is established by either an allocation of the existing allowance
      for
      credit losses or by a provision for credit losses, depending on various
      circumstances.  Allowances are not needed when credit losses have been
      recorded so that the recorded investment in an impaired loan is less than the
      loan valuation.








**Stock
      Repurchase Program**





In
      August
      2002, Carver Federal's Board of Directors authorized a stock repurchase
      program to acquire up to 231,635 shares of the Company’s outstanding common
      stock, or approximately 10 percent of the then outstanding shares.  As
      of June 30, 2007, the Company has purchased a total of 116,774 shares at an
      average price of $16.84.  Purchases for the stock repurchase program
      may be made from time to time on the open market and in privately negotiated
      transactions.  The timing and actual number of shares repurchased
      under the plan depends on a variety of factors including price, corporate and
      regulatory requirements, and other market conditions.





10
 *Table
            of Contents*




**Liquidity
      and Capital Resources**





Liquidity
      is a measure of Carver Federal’s ability to generate adequate cash to meet its
      financial obligations.  The principal cash requirements of a financial
      institution are to cover potential deposit outflows, fund increases in its
      loan
      and investment portfolios and cover ongoing operating expenses.  The
      Company’s primary sources of funds are deposits, borrowed funds and principal
      and interest payments on loans, mortgage-backed securities and investment
      securities.  While maturities and scheduled amortization of loans,
      mortgage-backed securities and investment securities are predictable
      sources of funds, deposit flows and loan and mortgage-backed securities
      prepayments are strongly influenced by changes in general interest rates,
      economic conditions and competition.





The
      Bank
      monitors its liquidity utilizing guidelines that are contained in a policy
      developed by management of the Bank and approved by Carver Federal’s Board of
      Directors.  The Bank’s several liquidity measurements are evaluated on
      a frequent basis.  Management believes Carver Federal’s short-term
      assets have sufficient liquidity to cover loan demand, potential fluctuations
      in
      deposit accounts and to meet other anticipated cash
      requirements.  Additionally, the Bank has other sources of liquidity
      including the ability to borrow from the Federal Home Loan Bank of New York
      (“FHLB-NY”) utilizing unpledged mortgage-backed securities and certain mortgage
      loans, the sale of available-for-sale securities and the sale of
      loans.  At June 30, 2007, based on available collateral held at the
      FHLB-NY the Bank had the ability to borrow from the FHLB-NY an additional
      $47.1 million on a secured basis, utilizing mortgage-related loans and
      securities as collateral.





The
      unaudited Consolidated Statements of Cash Flows present the change in cash
      from
      operating, investing and financing activities.  During the three
      months ended June 30, 2007, total cash and cash equivalents increased by $3.3
      million reflecting cash provided by financing activities offset by cash used
      in
      operating and investing activities.  Net cash used in operating
      activities during this period was $4.7 million, primarily representing cash
      used
      in the satisfaction of other liabilities.  Net cash used in investing
      activities was $18.1 million, primarily representing cash disbursed to fund
      mortgage loan originations and purchase loans.  Net cash provided by
      financing activities was $26.1 million, primarily resulting from increased
      borrowings and deposits, offset partially by the payment of common dividends
      and
      repurchases of the Company’s common stock.  See “Comparison of
      Financial Condition at June 30, 2007 and March 31, 2007” for a discussion of the
      changes in securities, loans, deposits and FHLB-NY borrowings.





The
      levels of Carver Federal’s short-term liquid assets are dependent on Carver
      Federal’s operating, investing and financing activities during any given
      period.  The most significant liquidity challenge the Bank faces is
      variability in its cash flows as a result of mortgage refinance
      activity.  When mortgage interest rates decline, customers’ refinance
      activities tend to accelerate, causing the cash flow from both the mortgage
      loan
      portfolio and the mortgage-backed securities portfolio to
      accelerate.  In contrast, when mortgage interest rates increase,
      refinance activities tend to slow causing a reduction of
      liquidity.  However, in a rising rate environment, customers generally
      tend to prefer fixed rate mortgage loan products over variable rate
      products.  Since the Bank generally sells its 15-year and 30-year
      fixed rate loan production into the secondary mortgage market, the origination
      of such products for sale does not significantly reduce Carver Federal’s
      liquidity.





The
      OTS
      requires that the Bank meet minimum capital requirements.  Capital
      adequacy is one of the most important factors used to determine the safety
      and
      soundness of individual banks and the banking system.  At June 30,
      2007, the Bank exceeded all regulatory minimum capital requirements and
      qualified, under OTS regulations, as a well-capitalized institution. The table
      below presents certain information relating to Carver Federal’s regulatory
      capital compliance at June 30, 2007 (dollars in thousands):





11
 *Table
            of Contents*




**Amount**
            
            
            **%
                of**
              **Adjusted**
              **Assets****Tangible
                Equity:**Capital
                level
            
            $
            59,652
            
            
            
            7.81
            %Less
                required capital level
            
            
            11,457
            
            
            
            1.50
            %Excess
                capital
            
            $
            48,195
            
            
            
            6.31
            %**Core
                Capital:**Capital
                level
            
            $
            59,437
            
            
            
            7.84
            %Less
                required capital level
            
            
            30,315
            
            
            
            4.00
            %Excess
                capital
            
            $
            29,122
            
            
            
            3.84
            %**Risk-Based
                Capital:**Capital
                level
            
            $
            64,875
            
            
            
            10.28
            %Less
                required capital level
            
            
            50,486
            
            
            
            8.00
            %Excess
                capital
            
            $
            14,389
            
            
            
            2.28
            %





**Comparison
      of Financial Condition at June 30, 2007 and March 31, 2007**





***Assets***





Total
      assets increased $23.8 million, or 3.2%, to $763.8 million at June 30, 2007
      compared to $740.0 million at March 31, 2007.  The increase in total
      assets was primarily the result of an increase in loans receivable and loans
      held-for-sale of $23.8 million and an increase in cash and cash equivalents
      of
      $3.3 million partially offset by a decrease in investment securities of $4.8
      million.





Cash
      and
      cash equivalents for the three months ended June 30, 2007 increased $3.3
      million, or 19.1%, to $20.7 million, compared to $17.4 million at March 31,
      2007.  The increase was primarily a result of a $2.2 million increase
      in Federal funds sold.





Total
      securities decreased $4.8 million, or 7.2%, to $62.3 million at June 30, 2007
      from $67.1 million at March 31, 2007 due to the collection of normal principal
      repayments and maturities.  There were no purchases of securities
      during the quarter. Total securities also declined due to an increase in the
      net
      unrealized loss on securities of $0.3 million resulting from the mark-to-market
      of the available for sale securities portfolio.





Total
      loans receivable including loans held-for-sale increased $23.8 million, or
      3.9%,
      to $633.0 million at June 30, 2007 from $609.2 million at March 31,
      2007.  The increase resulted primarily from an increase in commercial
      real estate and construction loans of $4.7 million and $13.1 million,
      respectively.





The
      Bank’s investment in FHLB-NY stock decreased by $0.3 million, or 9.4%, to $2.9
      million compared to $3.2 million at March 31, 2007.  The FHLB-NY
      requires Banks to own membership stock as well as borrowing activity-based
      stock.  The repayment of FHLB-NY borrowings resulted in the net
      redemption of stock during the period.








**Liabilities
      and Stockholders’ Equity**





***Liabilities***





At
      June
      30, 2007, total liabilities increased by $23.2 million, or 3.4%, to $711.5
      million compared to $688.3 million at March 31, 2007.  The increase in
      total liabilities was primarily the result of an increase in customer deposits
      of $16.2 million and an increase in borrowings of $10.2 million, offset by
      a
      reduction in other liabilities of $3.2 million.





Deposits
      increased $16.2 million, or 2.6%, to $631.3 million compared to $615.1 million
      at March 31, 2007.  The increase in deposit balances was largely the
      result of an increase in money market deposit accounts of $13.4
      million.





Advances
      from the FHLB-NY and other borrowed money increased $10.2 million, or 16.7%,
      to
      $71.3 million at June 30, 2007 compared to $61.1 million at March 31,
      2007.  This increase is primarily the result of an increase in
      repurchase obligations of $15.0 million, offset by a decrease in borrowings
      from
      the FHLB-NY of $4.8 million.





Other
      liabilities decreased $3.2 million, or 26.4%, to $8.9 million at June 30, 2007
      from $12.1 million at March 31, 2007.  The decrease was primarily
      attributable to the payment of income taxes and officer and employee bonuses
      totaling $1.1 million and the reduction of outstanding accounts
      payable.





12
 *Table
            of Contents*




***Stockholders’
      Equity***





Total
      stockholders’ equity increased $0.7 million, or 1.4%, to $52.3 million at June
      30, 2007 compared to $51.6 million at March 31, 2007.  The increase in
      total stockholders’ equity was primarily attributable to net income for the
      quarter ended June 30, 2007 totaling $1.1 million, partially offset by dividends
      paid of $0.2 million, the repurchase of common stock totaling $0.1 million
      and a
      decrease of $0.3 million in accumulated other comprehensive income related
      to
      the mark-to-market of Carver Federal’s available-for-sale
      securities.








**Asset/Liability
      Management**





The
      Company’s primary earnings source is net interest income, which is affected by
      changes in the level of interest rates, the relationship between the rates
      on
      interest-earning assets and interest-bearing liabilities, the impact of interest
      rate fluctuation on asset prepayments, the level and composition of deposits
      and
      the credit quality of earning assets.  Management’s asset/liability
      objectives are to maintain a strong, stable net interest margin, to utilize
      its
      capital effectively without taking undue risks, to maintain adequate liquidity
      and to manage its exposure to changes in interest rates.





The
      economic environment is uncertain regarding future interest rate
      trends.  Management regularly monitors the Company’s cumulative gap
      position, which is the difference between the sensitivity to rate changes on
      the
      Company’s interest-earning assets and interest-bearing
      liabilities.  In addition, the Company uses various tools to monitor
      and manage interest rate risk, such as a model that projects net interest income
      based on increasing or decreasing interest rates.








**Off-Balance
      Sheet Arrangements and Contractual Obligations**





The
      Bank
      is a party to financial instruments with off-balance sheet risk in the normal
      course of business in order to meet the financing needs of its customers and
      in
      connection with its overall investment strategy.  These instruments
      involve, to varying degrees, elements of credit, interest rate and liquidity
      risk.  In accordance with GAAP, these instruments are not recorded in
      the consolidated financial statements.  Such instruments primarily
      include lending obligations, including commitments to originate mortgage and
      consumer loans and to fund unused lines of credit.





As
      of
      June 30, 2007, the Bank has outstanding loan commitments as follows (in
      thousands):





Commitments
                to fund construction mortgage loans
            
            $
            23,155Letters
                of credit
            
            
            584$
            23,739








**Analysis
      of Earnings**





The
      Company’s profitability is primarily dependent upon net interest income and
      further affected by provisions for loan losses, non-interest income,
      non-interest expense and income taxes.  The earnings of the Company,
      which are principally earnings of the Bank, are significantly affected by
      general economic and competitive conditions, particularly changes in market
      interest rates, and to a lesser extent by government policies and actions of
      regulatory authorities.





The
      following table sets forth, for the periods indicated, certain information
      relating to Carver Federal's average interest-earning assets, average
      interest-bearing liabilities, net interest income, interest rate spread and
      interest rate margin.  It reflects the average yield on assets and the
      average cost of liabilities.  Such yields and costs are derived by
      dividing annualized income or expense by the average balances of assets or
      liabilities, respectively, for the periods shown.  Average balances
      are derived from daily or month-end balances as available.  Management
      does not believe that the use of average monthly balances instead of average
      daily balances represents a material difference in information
      presented.  The average balance of loans includes loans on which the
      Company has discontinued accruing interest.  The yield and cost
      include fees, which are considered adjustments to yields.





13
 *Table
            of Contents*




**For
                the Three Months Ended June 30,****2007**
            
            
            **2006****Average**
              **Balance**
            
            
            **Interest**
            
            
            **Average**
              **Yield/Cost**
            
            
            **Average**
              **Balance**
            
            
            **Interest**
            
            
            **Average**
              **Yield/Cost**(dollars
                in thousands)**Interest
                Earning Assets:**Loans
                (1)
            
            $
            617,973
            
            
            $
            10,993
            
            
            
            7.12
            %
            
            $
            493,567
            
            
            $
            7,891
            
            
            
            6.40
            %Investment
                securities (2)
            
            
            31,201
            
            
            
            462
            
            
            
            5.92
            %
            
            
            17,687
            
            
            
            181
            
            
            
            4.09
            %Mortgage-backed
                securities
            
            
            39,108
            
            
            
            502
            
            
            
            5.13
            %
            
            
            91,871
            
            
            
            932
            
            
            
            4.06
            %Fed
                funds sold
            
            
            933
            
            
            
            11
            
            
            
            4.73
            %
            
            
            9,687
            
            
            
            116
            
            
            
            4.80
            %Total
                interest-earning assets
            
            
            689,215
            
            
            
            11,968
            
            
            
            6.95
            %
            
            
            612,812
            
            
            
            9,120
            
            
            
            5.95
            %Non-interest-earning
                assets
            
            
            54,542
            
            
            
            
            
            
            
            
            
            
            
            37,824Total
                assets
            
            $
            743,757
            
            
            
            
            
            
            
            
            
            
            $
            650,636**Interest
                Bearing Liabilities:**Deposits:Now
                demand
            
            $
            24,970
            
            
            $
            35
            
            
            
            0.56
            %
            
            $
            26,697
            
            
            $
            23
            
            
            
            0.35
            %Savings
                and clubs
            
            
            137,273
            
            
            
            266
            
            
            
            0.78
            %
            
            
            139,464
            
            
            
            223
            
            
            
            0.64
            %Money
                market
            
            
            46,863
            
            
            
            242
            
            
            
            2.07
            %
            
            
            39,742
            
            
            
            242
            
            
            
            2.44
            %Certificates
                of deposit
            
            
            340,322
            
            
            
            3,777
            
            
            
            4.45
            %
            
            
            262,088
            
            
            
            2,499
            
            
            
            3.82
            %Mortgagors
                deposits
            
            
            2,820
            
            
            
            11
            
            
            
            1.56
            %
            
            
            2,169
            
            
            
            8
            
            
            
            1.48
            %Total
                deposits
            
            
            552,248
            
            
            
            4,331
            
            
            
            3.15
            %
            
            
            470,160
            
            
            
            2,995
            
            
            
            2.56
            %Borrowed
                money
            
            
            75,302
            
            
            
            984
            
            
            
            5.24
            %
            
            
            90,281
            
            
            
            1,090
            
            
            
            4.84
            %Total
                interest-bearing liabilities
            
            
            627,550
            
            
            
            5,315
            
            
            
            3.40
            %
            
            
            560,441
            
            
            
            4,085
            
            
            
            2.92
            %Non-interest-bearing
                liabilities:Demand
            
            
            54,600
            
            
            
            
            
            
            
            
            
            
            
            31,142Other
                liabilities
            
            
            11,902
            
            
            
            
            
            
            
            
            
            
            
            11,036Total
                liabilities
            
            
            694,052
            
            
            
            
            
            
            
            
            
            
            
            602,619Stockholders'
                equity
            
            
            49,705
            
            
            
            
            
            
            
            
            
            
            
            48,017Total
                liabilities & stockholders' equity
            
            $
            743,757
            
            
            
            
            
            
            
            
            
            
            $
            650,636Net
                interest income
            
            
            
            
            
            $
            6,653
            
            
            
            
            
            
            
            
            
            
            $
            5,035Average
                interest rate spread
            
            
            
            
            
            
            
            
            
            
            3.55
            %
            
            
            
            
            
            
            
            
            
            
            3.03
            %Net
                interest margin
            
            
            
            
            
            
            
            
            
            
            3.86
            %
            
            
            
            
            
            
            
            
            
            
            3.29
            %





(1)
      Includes non-accrual loans


(2)
      Includes FHLB-NY stock




14
 *Table
            of Contents*





**Comparison
      of Operating Results for the Three Months Ended June 30, 2007 and
      2006**





***Overview***





The
      Company reported consolidated net income for the three-month period ended June
      30, 2007 of $1.1 million compared to $0.8 million for the prior year period,
      an
      increase of $0.3 million.  These results primarily reflect an increase
      in net interest income of $1.7 million, an increase in non-interest income
      of
      $0.2 million and a decline in the provision for income taxes of $0.3 million,
      offset by an increase in non-interest expenses of $1.8 million.





Selected
      operating ratios for the three months ended June 30, 2007 and 2006 are set
      forth
      in the table below and the following analysis discusses the changes in
      components of operating results:





**2007**
            
            
            **2006****Selected
                Operating Ratios:**Return
                on average assets (1)
            
            
            0.62
            %
            
            
            0.49
            %Return
                on average equity (2)
            
            
            9.22
            %
            
            
            6.68
            %Net
                interest margin (3)
            
            
            3.86
            %
            
            
            3.29
            %Interest
                rate spread (4)
            
            
            3.55
            %
            
            
            3.03
            %Efficiency
                ratio (5)
            
            
            83.49
            %
            
            
            79.15
            %Operating
                expenses to average assets (6)
            
            
            3.51
            %
            
            
            2.91
            %Average
                equity to average assets (7)
            
            
            6.69
            %
            
            
            7.38
            %Average
                interest-earning assets to average interest-bearing
                liabilities
            
            
            1.10
            x
            
            
            1.09
            x





(1)
      Net
      income, annualized, divided by average total assets.


(2)
      Net
      income, annualized, divided by average total equity.


(3)
      Net
      interest income, annualized, divided by average interest-earning
      assets.


(4)
      Combined weighted average interest rate earned less combined weighted average
      interest rate cost.


(5)
      Operating expenses divided by sum of net interest income plus non-interest
      income.


(6)
      Non-interest expenses less loss on real estate owned, annualized, divided by
      average total assets.


(7)
      Total
      average equity divided by total average assets for the period.




**Interest
      Income**





Interest
      income increased by $2.9 million, or 31.9%, to $12.0 million for the three
      months ended June 30, 2007, compared to $9.1 million in the prior year
      period.  Interest income increased primarily as a result of an
      increase in average loan balances and interest yields this fiscal period
      compared to the prior year period.  The increase in interest income
      was partially offset by a decline in interest income on total
      securities.  While the average balance of the securities portfolio
      declined, the yield earned on the portfolio increased as a result of the current
      rate environment.  Overall, the increase in interest income resulted
      from an increase of 100 basis points in the annualized average yield on total
      interest-earning assets to 6.95% for the three months ended June 30, 2007
      compared to 5.95% for the prior year period, reflecting increases in yields
      on
      loans and total securities of 72 basis points and 142 basis points,
      respectively, offset by a slight decline in the yield on federal funds sold
      of 7
      basis points.  Additionally, the average balance of total interest
      earning assets increased $76.4 million.





Interest
      income on loans increased by $3.1 million, or 39.2%, to $11.0 million for the
      three months ended June 30, 2007 compared to $7.9 million for the prior year
      period.  The change was primarily due to an increase in average
      mortgage loan balances of $124.4 million to $618.0 million compared to $493.6
      million for the prior year period due primarily to the acquisition of CCB,
      which
      increased the loan portfolio by $98.8 million on the acquisition date of
      September 29, 2006.  The increase was amplified by a 72 basis points
      increase in the annualized average yield on loans for the three months ended
      June 30, 2007 to 7.12% compared to 6.40% for the prior year
      period.  The increase in loan yields is reflective of the current mix
      of the Company’s loan portfolio, which includes growth in higher yielding
      construction loans and CCB’s higher yielding small business loans.





Interest
      income on total securities decreased by $0.1 million, or 9.1%, to $1.0 million
      for the three month period ended June 30, 2007 compared to $1.1 million for
      the
      prior year period.  The decrease was primarily the effect of a
      reduction in the average balance of total securities of $39.3 million to $70.3
      million compared to $109.6 million in the prior year period. The effect of
      the decrease in the balance of securities was partially offset by a 142 basis
      points rise in the annualized average yield on securities to 5.48% from 4.06%
      in
      the prior year period because adjustable rate securities in the portfolio are
      repricing at a higher rate of return.





15
 *Table
            of Contents*





**Interest
      Expense**





Total
      interest expense increased by $1.2 million, or 29.3%, to $5.3 million for the
      three months ended June 30, 2007, compared to $4.1 million for the prior year
      period.  The rise resulted primarily from a higher annualized average
      cost of interest-bearing liabilities of 48 basis points to 3.40% for the first
      quarter of fiscal 2007 from 2.92% for the prior year
      period.  Additionally, the average balance of interest-bearing
      liabilities increased $67.2 million, or 12.0%, to $627.6 million from $560.4
      million during the prior year period.





Interest
      expense on deposits increased $1.3 million, or 43.3%, to $4.3 million for the
      three months ended June 30, 2007, compared to $3.0 million for the prior year
      period.  The increase in interest expense on deposits was due
      primarily to an $82.0 million, or 17.4%, increase in the average balance of
      interest-bearing deposits to $552.2 million for the three months ended June
      30,
      2007 from $470.2 million for the prior year period resulting primarily from
      the
      acquisition of CCB, which increased the deposit portfolio by $144.1 million
      on
      the acquisition date of September 29, 2006.  Additionally, a 59 basis
      point increase in the rate paid on deposits to 3.15% compared to 2.56% for
      the
      prior year period contributed to the increase.  Customer deposits
      have historically provided Carver Federal with a relatively low cost funding
      source from which its net interest income and net interest margin have
      benefited.  As of June 30, 2007, Carver Federal held $138.3 million in
      government deposits.  The Bank has grown core deposits including
      new deposits from branch expansion, however, rates on deposits are increasing
      in
      cost as short-term rates rise, thus impacting Carver Federal’s net interest
      margin.





Interest
      expense on advances and other borrowed money decreased $0.1 million, or 9.1%,
      to
      $1.0 million for the three months ended June 30, 2007 compared to $1.1 million
      for the prior year period.  The decline was primarily the result of a
      $15.0 million decrease in the average balance of outstanding borrowings to
      $75.3
      million from $90.3 million from the prior year period.  Partially
      offsetting the decrease in interest expense was a 40 basis point increase in
      the
      cost of borrowed money to 5.24% from 4.84% for the prior year
      period.  The increase in cost is mainly related to the cost of
      debt service of the $13.0 million in floating rate junior subordinated notes
      raised by the Company through an issuance of trust preferred securities by
      Carver Statutory Trust I in September 2003.  Cash distributions on the
      trust preferred debt securities are cumulative and payable at a floating rate
      per annum (reset quarterly) equal to 3.05% over the 3-month LIBOR, with a rate
      at June 30, 2007 of 8.41%.




**Net
      Interest Income Before Provision for Loan Losses**





Net
      interest income before the provision for loan losses increased by $1.7 million,
      or 34.0%, to $6.7 million for the three months ended June 30, 2007, compared
      to
      $5.0 million for the prior year period.  The Company’s annualized net
      interest margin (annualized net interest income divided by average total
      interest-earning assets), increased 57 basis points to 3.86% for the three
      months ended June 30, 2007 from 3.29% in the prior year period.  The
      Company’s average interest rate spread for the three months ended June 30, 2007
      increased by 52 basis points to 3.55% compared to 3.03% in the prior year
      period.





**Provision
      for Loan Losses and Asset Quality**





The
      Company considers the overall allowance for loan losses to be adequate and
      thus,
      the Company did not provide for additional loan losses for the three-months
      ended June 30, 2007 or 2006.  At June 30, 2007 and March 31, 2007,
      Carver Federal’s allowance for loan losses was $5.4 million.  The
      ratio of the allowance for loan losses to non-performing loans was 109.2% at
      June 30, 2007 compared to 119.9% at March 31, 2007.  The ratio of the
      allowance for loan losses to total loans was 0.86% at June 30, 2007, compared
      to
      0.89% at March 31, 2007.





At
      June
      30, 2007, non-performing assets totaled $5.0 million, or 0.78% of total loans
      receivable compared to $4.5 million, or 0.74% of total loans receivable at
      March
      31, 2007.  Non-performing assets include loans 90 days past due,
      non-accrual loans and other real estate owned.  The level of
      non-performing assets to total loans remains within the range the Bank has
      experienced over the trailing eleven quarters.  Future levels of
      non-performing assets will be influenced by economic conditions, including
      the
      impact of those conditions on the Company’s customers, interest rates and other
      internal and external factors existing at the time.





On
      July
      10, 2007, the OTS and other bank regulatory authorities (the “Agencies”)
      published the final Interagency Statement on Subprime Lending (the “Statement”)
      to address emerging issues and questions relating to certain subprime mortgage
      lending practices.  In particular, the Agencies expressed concern with
      certain adjustable rate mortgage products with certain characteristics typically
      offered in the marketplace to subprime borrowers.  Those
      characteristics included, but were not limited to, utilizing low initial
      payments based on a fixed introductory rate that expires after a short period
      and then adjusts to a variable index rate plus a margin for the remaining term
      of the loan and underwriting loans based upon limited or no documentation of
      borrowers’ income.  The Statement does not precisely define what
      constitutes subprime lending.  Within our loan portfolio, we may have
      loans which have certain attributes found in subprime loans.  However,
      subprime lending is not a market that we currently or in the past have actively
      pursued.  We do not, therefore, expect the Statement to have a
      material impact on our lending operations.





16
 *Table
            of Contents*





**Non-Interest
      Income**





Total
      non-interest income for the quarter ended June 30, 2007 increased $0.2 million,
      or 22.2%, to $1.1 million, compared to $0.9 million for the prior year
      period.  The increase in non-interest income resulted mainly from an
      increase in loan fees and service charges of $0.2 million, primarily resulting
      from an increase of $0.1 million in late fees collected and the servicing fees
      received on SBA loans acquired as part of the CCB acquisition.





**Non-Interest
      Expense**





For
      the
      quarter ended June 30, 2007, total non-interest expense increased $1.8 million,
      or 38.3%, to $6.5 million compared to $4.7 million for the same period last
      year.  The increase in non-interest expense was primarily due to the
      CCB acquisition and related increases in employee compensation and benefits
      expense of $0.9 million, net occupancy and equipment expenses of $0.4 million
      and other non-interest expenses of $0.5 million.





**Income
      Tax Expense**





For
      the
      three-month period ended June 30, 2007, income taxes decreased $0.3 million,
      or
      75.0%, resulting in tax expense of $0.1 million compared to $0.4 million for
      the
      prior year period.  The reduction in tax expense reflects the benefit
      of the NMTC award totaling $0.4 million.  As previously
      disclosed, the Company is expected to receive benefits from the NMTC award
      over
      approximately 7 years.








**ITEM
                3.**
            **Quantitative
                and Qualitative Disclosure about Market
                Risk**





Quantitative
      and qualitative disclosure about market risk is presented at March 31, 2007
      in
      Item 7A of the Company’s 2007 Form 10-K and is incorporated herein by
      reference.  The Company believes that there has been no material
      change in the Company’s market risk at June 30, 2007 compared to March 31,
      2007.





**ITEM
                4.**
            **Controls
                and Procedures**





The
      Company maintains controls and procedures designed to ensure that information
      required to be disclosed in the reports that the Company files or submits under
      the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed,
      summarized and reported within the time periods specified in the rules and
      forms
      of the SEC.  As of June 30, 2007, the Company carried out an
      evaluation, under the supervision and with the participation of the Company’s
      management, including the Company’s Chief Executive Officer and Chief Financial
      Officer (the Company’s principal executive officer and principal financial
      officer, respectively), of the effectiveness of the Company’s disclosure
      controls and procedures pursuant to Exchange Act Rule 13a-15.  Based
      on that evaluation, the Chief Executive Officer and Chief Financial Officer
      concluded that the Company’s disclosure controls and procedures were effective
      to ensure that information required to be disclosed in the reports we file
      and
      submit under the Exchange Act is recorded, processed, summarized and reported
      as
      and when required and that such information is accumulated and communicated
      to
      the Company’s management as appropriate to allow timely decisions regarding
      required disclosure.





There
      were no changes in the Company’s internal control over financial reporting that
      occurred during the period covered by this report that have materially affected,
      or are reasonably likely to materially affect, the Company’s internal control
      over financial reporting.





17
 *Table
            of Contents*





**PART
                II.**
            **OTHER
                INFORMATION**








**ITEM
                1.**
            **Legal
                Proceedings**





Disclosure
      regarding legal proceedings that the Company is a party to is presented in
      Note
      13 to the Company’s audited Consolidated Financial Statements in the 2007 Form
      10-K and is incorporated herein by reference.  There have been no
      material changes with regard to such legal proceedings since the filing of
      the
      2007 Form 10-K.








**ITEM
                1A.**
            **Risk
                Factors**





For
      a
      summary of risk factors relevant to the Company’s operations, see Part I, Item
      1A, “Risk Factors,” in the Company’s 2007 Form 10-K.  There has been
      no material change in risk factors relevant to the Company’s operations since
      March 31, 2007.








**ITEM2.**
            **Issuer
                Purchases of Equity
                Securities**





During
      the quarter ended June 30, 2007, the Company purchased an additional 6,200
      shares of its common stock under its stock repurchase program.  As of
      June 30, 2007, the Company has purchased a total of 116,774 shares at an average
      price of $16.84.




**Period**
            **Total**
              **number**
              **of
                shares**
              **purchased**
            **Average**
              **price
                paid**
              **per
                share**
            **Total
                number**
              **of
                shares**
              **as
                part of**
              **publicly**
              **announced
                plan**
            **Total**
              **number**
              **of
                shares**
              **to
                be**
              **purchased**April
                1, 2007 to April 30, 2007
            1,200
            
            $16.78
            
            1,200
            
            119,861May
                1, 2007 to May 31, 2007
            5,000
            
            $16.55
            
            5,000
            
            114,861June
                1, 2007 to June 30, 2007
            -
            
            -
            
            -
            
            114,861








**ITEM
                3.**
            **Defaults
                Upon Senior Securities**





Not
      applicable.








**ITEM4.**
            **Submission
                of Matters to a Vote of Security
                Holders**





Not
      applicable.








**ITEM
                5.**
            **Other
                Information**





Not
      applicable.




18
 *Table
            of Contents*





**ITEM
                6.**
            **Exhibits**





The
      following exhibits are submitted with this report:





Exhibit
                3.1
            Certificate
                of Incorporation of Carver Bancorp, Inc.
                (1)





Exhibit
                3.2
            Amended
                and Restated Bylaws of Carver Bancorp, Inc.
                (2)





Exhibit
                11.
            Computation
                of Earnings Per Share.





Exhibit
                31.1
            Certification
                of Chief Executive Officer.





Exhibit
                31.2
            Certification
                of Chief Financial Officer.





Exhibit
                32.1(*)
            Written
                Statement of Chief Executive Officer furnished pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
                1350.





Exhibit
                32.2(*)
            Written
                Statement of Chief Financial Officer furnished pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
                1350.





(1)           Incorporated
      herein by reference to Registration Statement No. 333-5559 on Form S-4 of the
      Registrant filed with the Securities and Exchange Commission on June 7,
      1996.





(2)           Incorporated
      herein by reference to the Exhibits to the Registrant’s Annual Report on Form
      10-K for the fiscal year ended March 31, 2005.








*
      This
      certification accompanies the Report pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for
      purposes of Section 18 of the Securities Exchange Act of 1934, as
      amended.








**SIGNATURES**








Pursuant
      to the requirements 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.





CARVER
                BANCORP, INC.Date:
                August 14, 2007
            /s/
                Deborah C.
                WrightDeborah
                C. WrightChairman
                and Chief Executive OfficerDate:
                August 14, 2007
            /s/
                Roy
                SwanRoy
                SwanExecutive
                Vice President and Chief Financial
                Officer







19