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, 1998.

                                       OR

     |_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number: 0-21487
                              CARVER BANCORP, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                               13-3904174
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              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: (212) 876-4747

     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 thirty days. Yes X No

          Class                                   Outstanding at August 14, 1998
          -----                                   ------------------------------
Common Stock, par value $.01                                 2,314,275



<PAGE>

                                    CONTENTS
                                                                            PAGE
                                                                            ----

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Financial Condition as of
June 30, 1998 and March 31, 1998 (unaudited) ..............................    3

Consolidated Statements of Income for the Three
Months Ended June 30, 1998 and 1997 (unaudited) ...........................    4

Consolidated Statements of Cash Flows for the Three Months
Ended June 30, 1998 and 1997 (unaudited) ..................................    5

Notes to Consolidated Financial Statements (unaudited) ....................    6

Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations .............................    7

Item 3. Quantitative and Qualitative Disclosures
          About Market Risk ...............................................   11

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings ............................................   16

     Item 2. Changes in Securities and Use of Proceeds ....................   16

     Item 3. Defaults upon Senior Securities ..............................   16

     Item 4. Submission of Matters to a Vote of Security Holders ..........   16

     Item 5. Other Information ............................................   17

     Item 6. Exhibits and Reports on Form 8-K .............................   17

SIGNATURES


                                       -2-

<PAGE>

                              Carver Bancorp, Inc.
                 Consolidated Statements of Financial Condition
                                   (Unaudited)


                                                     As of            As of
Assets                                           June 30, 1998    March 31, 1998
                                                 -------------    -------------

  Cash and due from banks ....................   $  14,430,552    $  12,120,071
  Federal funds sold .........................       7,700,000        3,000,000
                                                 -------------    -------------
      Total cash and cash equiv ..............      22,130,552       15,120,071
                                                 -------------    -------------

  Securities available for sale ..............      25,702,483       28,407,505
  Inv. Securities held to maturity ...........               0                0
  MBS  securities held to maturity ...........      85,723,175       91,115,861
  Loans receivable, net: .....................     265,128,709      274,954,337
  REO ........................................          82,198           82,198
  Property & Equipment .......................      12,163,163       11,545,627
  FHLB stock .................................       5,754,600        5,754,600
  Accrued interest ...........................       2,388,810        2,762,843
  Excess of cost  over net assets acquired ...       1,194,757        1,246,116
  Other assets ...............................       7,102,628        6,469,053
                                                 -------------    -------------
    Total assets .............................   $ 427,371,077    $ 437,458,211
                                                 =============    =============



Liabilities & Equity

  Deposits ...................................     279,746,103      274,894,232
  Repos ......................................      68,720,000       87,020,000
  Advances ...................................      31,736,918       36,741,686
  Other borrowings ...........................       1,138,325        1,183,858
                                                 -------------    -------------
     Total Borrowings ........................     101,595,243      124,945,544
                                                 -------------    -------------
  Advance payments for taxes .................         659,995          659,995
  Other liabilities ..........................       9,472,565        1,424,096
                                                 -------------    -------------
    Total liabilities ........................     391,473,906      401,923,867
                                                 -------------    -------------

 Stockholders' Equity

  Common stock ...............................          23,144           23,144
  Add paid in capital ........................      21,436,929       21,418,897
  Retained Earnings ..........................      15,571,936       15,289,632
Dividends declared and paid ..................               0                0
  ESOP stock .................................      (1,138,325)      (1,183,858)
Unrealized (loss) on securities AFS ..........           3,486          (13,470)
                                                 -------------    -------------
  Total stockholders' equity .................      35,897,170       35,534,345
                                                 -------------    -------------
   Total liabilities & stockholders' equity ..   $ 427,371,077    $ 437,458,211
                                                 =============    =============

                                     - 3 -

<PAGE>

                                         Carver Bancorp,Inc.
                                  Consolidated Statement of Income
                                             (Unaudited)

                                                    Three Months  Three Months
                                                       Ended          Ended
                                                    June 30, 1998 June 30, 1997
                                                    ------------- -------------
Interest Income
  Loan receivable .................................   $5,354,256   $4,369,777
  Mortgage-backed securities ......................    1,846,566    2,225,628
  Investments and other interest-earning assets ...      166,024      134,592
  Federal Funds Sold ..............................      218,037       66,877
                                                      ----------   ----------
    Total interest income .........................    7,584,883    6,796,874
                                                      ----------   ----------

Interest expense
  Deposits ........................................    2,141,768    2,122,659
  Advances and Repos ..............................    1,745,405    1,697,577
                                                      ----------   ----------
    Total interest expense ........................    3,887,173    3,820,236
                                                      ----------   ----------

Net interest income ...............................    3,697,710    2,976,638
                                                      ----------   ----------
Provisions ........................................      450,015      167,356
                                                      ----------   ----------

Net interest income less provision for loan loss ..    3,247,694    2,809,282
                                                      ----------   ----------

Non interest income
  Loan fees & service charges .....................       48,195       37,216
  Gain or (loss) on sale of securities ............            0            0
  Other income ....................................      526,473      279,145
                                                      ----------   ----------
    Total non-interest income .....................      574,668      316,361
                                                      ----------   ----------


Non-interest expense
  Salaries and benefits ...........................    1,240,244    1,107,995
  Net occupancy ...................................      287,976      252,439
  Equipment .......................................      447,011      239,150
  Loss on foreclosure RE ..........................            0        4,163
  Advertising .....................................       36,238       59,375
  FDIC ............................................       65,308            0
  Amortization of intangibles .....................       48,213       53,268
  Legal expense ...................................       60,050       55,000
  Bank charges ....................................       88,827      126,593
  Security service ................................       64,196       54,576
  Other ...........................................      930,783      608,800
                                                      ----------   ----------
     Total non interest expense ...................    3,268,844    2,561,359
                                                      ----------   ----------

Income before taxes ...............................      553,519      564,284
                                                      ----------   ----------
Income taxes ......................................      235,465      254,159
                                                      ----------   ----------

Net income ........................................   $  318,054   $  310,125
                                                      ==========   ==========
Net income (loss) per common share ................   $     0.14   $     0.14
                                                      ----------   ----------
Weighted Average Number of Shares Outstanding .....    2,199,025    2,180,812
                                                      ==========   ==========

                                       -4-

<PAGE>

                              Carver Bancorp, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                       June 30, 1998
                                                              ----------------------------
                                                                  1998            1997
                                                              ------------    ------------
<S>                                                           <C>             <C>         
Cash flows from operating activities:
Net income                                                    $    318,054    $    310,125
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Depreciation and amortization of premises and equipment          191,749         117,482
  Amortization of intangibles                                       51,359          53,268
  Other amortization and accretion, net                            112,821         211,844
  Provision for  loan losses                                       450,015         167,356
  Deferred income taxes                                                  0        (315,044)
  Allocation of ESOP                                                63,566          47,438
Changes in:
  Accrued interest receivable, net                                (374,033)        (25,811)
  Refundable income taxes                                                0               0
  (Increase)Decrease in other assets                              (633,575)       (697,024)
  (Increase)Decrease in other liabilities                        8,048,469        (418,921)
                                                              ------------    ------------
    Net cash provided by operating activities                    8,228,425        (549,287)
                                                              ------------    ------------

Cash flows from investing activities:
  Purchase of securities available for sale                              0      (5,000,000)
  Principal repayments on securities available for sale          2,700,399       1,234,966
  Proceeds from sale of securities available for sale                    0      49,008,308
 Gain from sale of securities available for sale                         0               0
  Purchase of investment securities held to maturity                     0               0
  Proceeds from maturities and calls of investment
    securities held to maturity                                          0          64,327
   Principal repayment on mortgage-backed securities
    held to maturity                                             5,372,694       4,345,148
   Principal repayment on investment
    held to maturity                                                     0               0
  Net change in loans receivable                                10,345,738      (4,374,683)
  Purchase of mortgage loans                                             0     (32,544,057)
  Proceeds from sale of real estate owned                                0               0
  Loss from sale of real estate owned                                    0               0
   Additions to premises and equipment                            (910,203)       (311,603)
                                                              ------------    ------------
    Net cash (used in) provided by investing activities         17,508,628      12,422,406
                                                              ------------    ------------

Cash flows from financing activities:
  Net increase (decrease) in deposits                            4,623,729       3,069,460
   Increase (Decrease) in short term borrowings                (18,300,000)      8,000,000
  Repayment of advances from Federal Home Loan Bank
    of New York                                                 (5,004,768)    (43,000,000)
   Advances from Federal Home Loan Bank of New York                      0      22,000,000
   Repayment of other borrowed money                               (45,533)        (45,533)
   Redemption of Federal Home Loan Bank stock                            0         575,000
   Net increase (decrease) in advance payments by borrowers              0               0
    for taxes and insurance                                              0               0
                                                              ------------    ------------
   Net cash provided by (used in) financing activities         (18,726,572)     (9,401,073)
                                                              ------------    ------------

Net increase (decrease) in cash and cash equivalents             7,010,481       2,472,046
Cash and cash equivalents -- beginning                          15,120,071       4,230,757
                                                              ------------    ------------
Cash and cash equivalents -- ending                           $ 22,130,552    $  6,702,803
                                                              ------------    ------------

Supplemental disclosure of non-cash activities:
  Unrealized Gain (loss) on securities available for sale:
    Unrealized Gain (loss)                                    $      3,486    $    456,734
    Deferred income taxes                                            1,530        (214,665)
                                                              ------------    ------------
                                                              $      5,016    $    242,069
                                                              ============    ============
  Loans receivable transferred to real estate owned           $          0    $          0
                                                              ============    ============

Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest                                                  $  3,887,173    $  3,717,198
                                                              ============    ============
    Federal, state and city income taxes                      $          0    $          0
                                                              ============    ============
</TABLE>

                                       -5-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  BASIS OF PRESENTATION

          The accompanying unaudited consolidated financial statements of Carver
     Bancorp,  Inc. (the Holding  Company" or "Bancorp"),  have been prepared in
     accordance  with  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.  Accordingly,  they do not include all of the  information  and
     footnotes required by GAAP for complete consolidated  financial statements.
     In the opinion of management,  all  adjustments  (consisting of only normal
     recurring  adjustments) necessary for fair presentation have been included.
     The  consolidated  results of operations and other data for the three month
     period ended June 30, 1998 are not  necessarily  indicative of results that
     may be  expected  for the entire  fiscal year ending  March 31,  1999.  The
     unaudited  consolidated  financial  statements  include the accounts of the
     Holding Company and its wholly owned subsidiary Carver Federal Savings Bank
     (the "Bank" or "Carver Federal") and the Bank's wholly owned  subsidiaries,
     C.F.S.B.   Realty  Corp.  and  C.F.S.B.   Credit  Corp.   All   significant
     intercompany   accounts   and   transactions   have  been   eliminated   in
     consolidation.

(2)  EARNINGS PER SHARE CALCULATION

          Net income per share for the three  month  period  ended June 30, 1998
     and  1997 are  calculated  based  on  weighted  average  number  of  shares
     outstanding during the period.

(3)  RECENT ACCOUNTING PRONOUNCEMENTS

          In  February  1998,   the  FASB  issued  SFAS  No.  132,   "Employers'
     Disclosures  about  Pensions  and Other  Post-retirement  Benefits,"  which
     provides  improved  disclosures  about  pensions and other  post-retirement
     benefits. The disclosures will provide information that is more comparable,
     understandable and concise,  and that would better serve users' needs. This
     statement is effective for fiscal years  beginning after December 15, 1997.
     The adoption of this statement is not anticipated to have a material impact
     on Carver's financial position or results of operations.

          In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
     Instruments and Hedging Activities." This statement establishes  accounting
     and  reporting  standards  for  derivative   instruments  and  for  hedging
     activities."  This  statement  also requires  that an entity  recognize all
     derivatives  as either assets or  liabilities in the statement of financial
     position and those  instruments at fair value.  This statement is effective
     for all fiscal  quarters of fiscal years beginning after June 15, 1999. The
     adoption of this statement is not  anticipated to have a material impact on
     the financial position or results of operations.


(4)  BRANCH SALE AGREEMENT

          On January 28, 1998, the Holding  Company  announced that the Bank had
     entered into a definitive  agreement to sell its branch  office  located in
     Roosevelt,  New York, to City  National  Bank of New Jersey.  The Roosevelt
     Office  is  located  in  Nassau  County,  New  York  and  has  deposits  of
     approximately  $10.0  million.   Due  to  certain  regulatory  issues,  the
     transaction,  which was  expected to close by March 31,  1998,  has not yet
     been consummated.


                                       -6-

<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

ITEM 2

Explanatory Note

     This  Quarterly  Report on Form 10-Q  contains  forward-looking  statements
consisting  of estimates  with respect to the  financial  condition,  results of
operations and business of the Company that are subject to various factors which
could cause the actual results to differ materially from these estimates.  These
factors include,  without limitation,  changes in general,  economic and market,
legislative and regulatory conditions and the development of an adverse interest
rate environment that adversely affects the interest rate spread or other income
anticipated from the Company's operations and investments.

General

     Carver  Bancorp,  Inc. (the  "Holding  Company" or  "Bancorp"),  a Delaware
corporation,  is the holding company for Carver Federal Savings Bank (the "Bank"
or "Carver  Federal"),  a federally  chartered savings bank.  Collectively,  the
Holding  Company  and the  Bank are  referred  to  herein  as the  "Company"  or
"Carver." On October 17, 1996,  the Bank  completed  its  reorganization  into a
holding  company  structure (the  "Reorganization")  and became the wholly owned
subsidiary of the Holding  Company.  At this time, 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; the Bank, which operates seven full service branches in the New York
City boroughs of: Brooklyn,  Queens,  Manhattan, and in Nassau County, New York.
See "Branch Sale Agreement".

Financial Condition

Assets

     At June 30, 1998,  total assets  decreased $10.1 million or 2.31% to $427.4
million  compared to $437.5  million at March 31,  1998.  The  decrease in total
assets was primarily  attributable  to decreases in securities held as available
for sale,  mortgage-backed  securities (collectively "MBS") held to maturity and
loans receivable net, offset in part by an increase in cash and equivalents. The
decreases in MBS are consistent with the Company's  investment  strategy and the
decrease in loans  receivable net reflect  repayments in excess of  originations
and purchases.

     Total cash and  equivalents  increased  by $7.0  million or 46.37% to $22.1
million  at June 30,  1998  compared  to $15.1  million at March 31,  1998.  The
increase in cash and equivalents primarily reflect receipts on MBS and loans.

     The Company's portfolio of MBS held to maturity by $5.4 million or 5.92% to
$85.7 million at June 30, 1998 compared to $91.1 million at March 31, 1998,  MBS
held as available  for sale  decreased by $2.7 million or 9.52% to $25.7 million
compared to $28.4  million at March 31, 1998.  The  decreases  in MBS  primarily
reflect the receipt of principal repayments on such securities. The Company used
these  repayments of mortgage backed  securities to originate  loans,  and repay
advances  from the  Federal  Home Loan Bank  ("FHLB  Advances")  and repay other
borrowings.

     The Company's loans  receivable  decreased $10.8 million or 4.21% to $246.3
million at June 30,  1998  compared  to $257.2  million at March 31,  1998.  The
decrease was primarily  reflects receipt of principal  repayments offset in part
by originations.

Liabilities and Stockholders' Equity

     At June 30,  1998,  total  deposits  increased  by $4.9 million or 1.76% to
$279.7  million  compared to $274.9  million at March 31, 1998.  The increase in
total  deposits  was  primarily  attributable  to  increases  of $2.3 million in
certificates  of  deposits,  $947,000 in regular  savings,  and  $367,000 in NOW
accounts.

     At June 30, 1998, FHLB Advances decreased by $18.3 million to $68.7 million
and reverse repurchase agreements and other borrowings decreased by $5.0 million
to $31.7  million  compared to $87.0 million and $36.7 million at March 31, 1997
respectively.  These  decreases  primarily  reflect a reduction  in the need for
borrowed funds primarily due to repayments from MBS securities and loans coupled
with an increase in deposits.

                                       -7-

<PAGE>

     At June 30, 1998,  stockholders'  equity increased by $363,000 or 1.02%, to
$35.9 million compared to $35.5 million at March 31, 1998,  primarily reflecting
an increase in retained  earnings of  approximately  $282,000,  combined  with a
decrease in the  unrealized  net loss on securities  available for sale, and the
allocation of shares under the Employee Stock Ownership Plan.

     Under  Statement  of  Financial  Accounting   Standards("SFAS")   No.  115,
unrealized losses on securities  available for sale are recorded net of deferred
income tax as a  reduction  to  stockholders'  equity.  At June 30,  1998,  such
unrealized losses were approximately $3,400, a decrease of $10,000, from $13,400
at March 31,  1998.  In  accordance  with SFAS No. 115,  such losses will not be
reflected as a charge to earnings until the underlying  securities are sold, and
then only to the extent of the amount of loss, if any,  actually realized at the
time of sale.


Liquidity and Capital Resources

     The  Company's  primary  sources of funds are  deposits and  principal  and
interest  payments  on  loans,  redemption  of  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  primary  investment  activity of the  Company is the  origination  and
purchase of loans and, to a lesser extent, the purchase of investment securities
and  mortgage-backed  securities.  During the three month  period ended June 30,
1998, the Company neither purchased nor sold investment securities,  or mortgage
loans and sold no  investment  securities.  During the three month  period ended
June 30, 1997,  the Company  purchased  $32.5  million of mortgage  loans,  $5.0
million  of  investment  securities,   and  sold  $49.0  million  in  investment
securities.

     The  Company's  most liquid  assets are federal funds sold and cash and due
from banks. In addition to the liquidity provided by federal funds sold and cash
and due from banks,  the Company derives  liquidity from its line of credit with
the FHLB, which equals 30% of total assets. The levels of the Company's cash and
cash equivalents are dependent on the Company's  operating,  financing,  lending
and  investing  activities  during  any  given  period.  At June 30,  1998,  the
Company's  cash and cash  equivalents  totaled $22.1  million  compared to $15.1
million at March 31, 1997.

     The Office of Thrift  Supervision,  the Bank's primary  federal  regulator,
requires  that the Bank  meet  minimum  tangible,  core and  risk-based  capital
requirements. At June 30, 1998, the Bank exceeded all fully phased-in regulatory
capital  requirements.  The table below presents certain information relating to
the Bank's capital compliance at June 30, 1998 and March 31, 1998.

     At June 30,  1998,  the Company  exceeded  all fully  phased-in  regulatory
capital  requirements.  The table below presents certain information relating to
the Company's capital compliance at June 30, 1998 and March 31, 1998.

                                   At June 30, 1998          At March 31, 1998
                                   ----------------          -----------------
                                               % of                        % of
                                  Amount      Assets       Amount         Assets
                                  ------      ------       ------         ------
                                             (Dollars in thousands)

Tangible Capital .............   $30,647       7.17%      $30,201          6.90%
Core Capital .................   $30,870       7.22        30,249          6.93
Risk Based Capital ...........   $32,312      17.54        31,731         16.00

Analysis of Core Earnings

     The  Company's  profitability  is  primarily  dependent  upon net  interest
income,  which  represents  the difference  between  income on  interest-earning
assets and  expense on  interest-bearing  liabilities.  Net  interest  income is
dependent  on the  difference  between the average  balances and rates earned on
interest-earning assets and the average balances and


                                       -8-

<PAGE>

rates paid on  interest-bearing  liabilities.  Net income is further affected by
provisions  for  loan  losses,   non-interest   income,   non-interest   income,
non-interest  expense  and  income  taxes.  The  earnings  of  the  Company  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.

     In April of 1997, Carver completed a restructuring of its balance sheet and
the Company is now placing primary emphasis on its whole loan portfolio  through
the  origination of loans,  as well as the purchase of whole loans.  The Company
continued  to pursue this  strategy  for the three month  period  ended June 30,
1998. As a result of this effort, the loan portfolio has substantially increased
as a percentage  of total assets.  Therefore,  it is expected that the Company's
future  earnings  will be derived  primarily  from direct  lending and  purchase
activities rather than investing in securities.

     The  following  table sets forth certain  information  relating to Carver's
average  interest-earning  assets and average  interest-bearing  liabilities and
reflects the average yield on assets and the average cost of liabilities for the
quarters  indicated.  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 average
month-end  balances,  except for  federal  funds  which are  derived  from daily
balances.  Management does not believe that the use of average monthly  balances
instead of average daily  balances on all other accounts has caused any material
difference in the 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.


<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED JUNE 30,
                                                        ----------------------------------------------------------------------------
                                                                      1998                                  1997
                                                        --------------------------------------  ------------------------------------
                                                        Average     Quarterly    Annualized     Average   Quarterly    Annualized
Assets                                                  Balance      Interest  Avg. Yield/Cost  Balance    Interest  Avg. Yield/Cost
                                                        -------     ---------  ---------------  -------    --------  ---------------
<S>                                                     <C>          <C>              <C>      <C>         <C>             <C>  
Interest Earning Assets
  Loan (1)                                              $279,448     $  5,354         7.66%    $236,098    $  4,369        7.40%
  Investment Securities (2)                                5,795          167         5.76%      12,483         163        5.22%
  Mortgage-backed Securities (3)                         114,414        1,846         6.45%     141,051       2,225        6.31%
  Federal Funds Sold                                      15,225          218         5.73%       3,500          40        4.57%
                                                        --------     --------     --------     --------    --------    -------- 
    Total Interest Earning Assets                        414,882        7,585         7.31%     393,132       6,797        6.92%
Non-interest Earning Assets                               21,827                                 22,339
                                                        --------                               --------
    Total Assets                                        $436,709                               $415,471
                                                        ========                               ========

Liabilities and Stockholders' Equity

Interest Bearing Liabilities
Deposits
  DDA                                                   $ 10,751     $      0         0.00%    $  8,004    $      0        0.00%
  NOW                                                     18,818           87         1.85%      18,215          84        1.84%
  Savings and club                                       146,586          924         2.52%     144,952         920        2.54%
  Money market accounts                                   21,656          153         2.83%      21,489         168        3.13%
  Certificates of deposits                                80,361          978         4.87%      76,168         950        4.99%
                                                        --------     --------     --------     --------    --------    -------- 
    Total Deposits                                       278,172        2,142         3.08%     268,828       2,122        3.16%
Borrowed Money                                           118,096        1,745         5.91%     111,339       1,698        6.10%
                                                        --------     --------     --------     --------    --------    -------- 
    Total Interest Bearing Liabilities                   396,268        3,887         3.92%     380,167       3,820        4.02%
                                                                     --------                              --------
Non-interest Bearing Liabilities                           5,058                                    878
                                                        --------                               --------
    Total Liabilities                                    401,326                                381,045
   Stockholders' Equity                                   35,383                                 34,426
                                                        --------                               --------
Total Liabilities and Stockholders' Equity              $436,709                               $415,471
                                                        ========                               ========
Net Interest Income                                                  $  3,698                              $  2,977
                                                                     ========                              ========
Interest Rate Spread                                                                  3.39%                                2.90%
                                                                                  ========                             ========
Net Interest Margin                                                                   3.57%                                3.03%
                                                                                  ========                             ========
Ratio of average interest
earning assets to average
interest bearing liabilities                                                          1.03 x                               1.03 x
                                                                                  ========                             ======== 
</TABLE>

(1)  Includes non-accrual loans.
(2)  Includes  FHLB stock and fair value of  investments  available  for sale of
     $5.8 million at June 30, 1998.
(3)  Includes  fair value of  mortgage-backed  securities  available for sale of
     $25.6 million at June 30, 1998.

Comparison  of  Operating  Results for the Three  Months Ended June 30, 1998 and
1997

     General

     The Company  reported  net income for the three month period ended June 30,
1998 of  $318,000,  compared to  $310,000,  for the same  period last year.  The
increase  in net  income  was due to an  increase  in net  interest  income  and
non-interest  income,  offset in part by increases in provision  for loan losses
and non-interest expense.

     Interest Income

     Interest  income  increased  by $788,000 or 11.59% to $7.6  million for the
three months  ended June 30, 1998  compared to $6.8 million for the three months
ended June 30,  1997.  The  increase  was  primarily  due to an  increase in the
average balance of interest earning assets of $21.2 million and a 39 basis point
increase in the average yield on interest-earning  assets to 7.31%, which is the
result of the shift in assets  from  investment  securities  to  higher-yielding
loans.

     Interest income from loans receivable net increased by $984,000, or 22.53%,
to $5.4  million  for the three  months  ended June 30,  1998  compared  to $4.4
million for the three months ended June 30, 1997. This resulted from an increase
of $43.4 million or 18.36`% in the average balance of loan receivables to $279.4
million  for the three  month  period  ended June 30,  1998  compared  to $236.1
million for the three month period ended June 30, 1997, coupled with an increase
of 26 basis points in the average yield on the loan  portfolio.  The increase in
the  average  loan  portfolio   balances   primarily   reflects  the  impact  of
originations  and loan  purchases  made during the fourth  quarter of the fiscal
year which ended on March 31, 1998 ("fiscal 1998").  The increase in the average
yield  on the  loan  portfolio  reflects  the  origination  of  higher  yielding
mult-family, commercial and consumer loans.

     Interest income from  mortgage-backed  securities  decreased  $379,000,  or
17.03%,  to $1.8 million for three  months ended June 30, 1998  compared to $2.2
million for the three  months ended June 30,  1997.  This  decrease is primarily
attributable  to a decrease of $26.6 million or 18.88% in the average balance of
mortgage-backed securities to $114.4 million compared to $141.1 million for same
period in fiscal 1998. Income from investment  securities and federal funds sold
decreased by $182,000 or 90.00%, to $384,000 for the three months ended June 30,
1998  compared  to  $202,000  for the same  period  last year.  The  increase in
interest  income is primarily  attributable to a $5.0 million or 31.53% increase
in the average  balance of such securities to $21.0 million for the three months
ended June 30, 1998  compared to $16.0  million for the three  months ended June
30, 1997.

     Interest Expense

     Interest expense was relatively unchanged increasing by $67,000 or 1.73% to
$3.9 million for the three  months ended June 30, 1998  compared to $3.8 million
for the same period last year. Interest expense on deposits


                                       -9-

<PAGE>

increased  by  $19,000  to $2.2  million  and  interest  expense  on  borrowings
increased  by $48,000 to $1.7  million for the three  months ended June 30, 1998
compared to $2.1 and $1.7  million  respectively  for the same period last year.
For the three  months  ended June 30,  1998,  the  increased  balances of demand
deposit, savings and club and certificate of deposit accounts were offset by the
decreased average cost of such liabilities.

     Net Interest Income Before Provisions for Loan Losses

     Net interest income increased  $721,000 or 24.22%,  to $3.7 million for the
three months  ended June 30, 1998  compared to $3.0 million for the three months
ended  June  30,  1997.  The  increase  in  net  interest  income  is  primarily
attributable  to a $788,000 or 11.59%,  increase in  interest  income  which was
partially offset by a $67,000, or 1.73% increase in interest expense.

     The Company's  interest  rate spread  increased by 49 basis points to 3.39%
for the three months ended June 30, 1998  compared to 2.90% for the three months
ended June 30, 1997.  The  Company's net interest  margin  increased by 54 basis
points to 3.57% for the three months  ended June 30, 1998  compared to 3.03% for
the three months ended June 30, 1997.  The increase in interest  rate spread and
net  interest  margin is  primarily  attributable  to an increase in the average
yield on interest  earning  assets due to an increase in the average  balance of
loans,  coupled with a decrease in the cost of interest bearing  liabilities due
to a decrease  average cost of borrowed  money.  The Company's  ratio of average
interest-earning assets to average interest-bearing liabilities was unchanged at
1.03x% for the three months ended June 30, 1998 compared to the same period last
year.

     Provision for Loan Losses

     The Company  provided  $450,000 for loans losses for the three months ended
June 30, 1998,  compared to $167,000 for the same period last year. The increase
in the provision for the first quarter of fiscal 1999 in large part reflects the
growth in Company's loan portfolio as compared to the same period last year, and
in part to provide for  delinquent  consumer  loans,  in order to  maintain  the
allowance  for loan losses at an adequate  level  consistent  with the Company's
policies.  During the first quarter, the Bank charged off approximately $153,000
in  non-performing  consumer  loans.  At June 30, 1998,  non  performing  assets
acquired  by the  Company in  settlement  of loans  increased  by  approximately
$260,000 to  $342,000  compared to $82,000 at March 31,  1998.  The  increase is
attributable  to  repossession  of  automobiles  recorded  at the lower of their
market value or unpaid principal balance. At June 30, 1998, non-performing loans
totaled  $8.3  million or 3.13% of total  loans  compared  to 2.47% at March 31,
1998.  The  allowance  for loan losses to total loans  equaled 1.22% at June 30,
1998 compared to 1.11% at March 31, 1998,  and the allowance  allowance for loan
losses to non-performing loans equaled 39.88% and 45.30% respectively.

     Non-Interest Income

     Non  interest  income  increased  by $258,000 or 81.65% to $575,000 for the
three months ended June 30, 1998 compared to $316,000 for the three months ended
June 30, 1997.  The increase was primarily due to a $247,000  increase in income
from bank services charges and to a lesser extent prepayment fees from the early
repayment of mortgage loans.

     Non-Interest Expense

     Non-interest  expense  increased by approximately  $707,000 to $3.3 million
for the three months ended June 30, 1998  compared to $2.6 million for the three
months ended June 30, 1997. The increase  reflects a $207,000 or 86.92% increase
in  equipment  expense to  $447,000  for the three  months  ended June 30,  1998
compared to $239,000 for or the same period last year. The increase in equipment
expense is attributable to increased  depreciation  expense  associated with the
conversion of the Company's data processing to an in-house system.

     Non interest  expense also  reflects  increases  of;  $132,000 or 11.94% in
salary and benefits  expense,  $35,500 or 14.08% in net occupancy  expense,  and
$305,000 or 83.87% in other expense, offset in part by reductions in advertising
expense,  bank  charges,  and loan  service  expense.  The Bank did not incur an
expense for quarterly  FDIC premium during the first quarter of fiscal 1998 as a
result of the  legislation  enacted to  recapitialize  the  Savings  Association
Insurance Fund.

     Income Tax Expense

     Income tax expense for the three  months  ended June 30, 1998 was  $235,000
compared to $254,000 for the three months  ended June 30,  1997.  The  Company's
effective tax rate for the three months ended June 30, 1998 was 42.54%  compared
to 45.04% for the three months ended June 30, 1997.

                                      -10-

<PAGE>

The Year 2000 Problem

     The Year 2000  Problem  centers on the  inability  of  computer  systems to
recognize  the year 2000.  Many  existing  computer  programs  and systems  were
originally  programmed  with six digit  dates that  provided  only two digits to
identify the calendar year in the date field,  without  considering the upcoming
change  in the  century.  With the  impending  millennium,  these  programs  and
computers will  recognize "00" as the year 1900 rather than the year 2000.  Like
most financial  providers,  the Company and its operations may be  significantly
affected by the Year 2000  Problem due to the nature of  financial  information.
Software,  hardware,  and equipment both within and outside the Company's direct
control and with whom the Company  electronically  or  operationally  interfaces
(e.g.  third  party  vendors  providing  data  processing,   information  system
management,  maintenance of computer systems and credit bureau  information) are
likely to be  affected.  Furthermore,  if computer  systems  are not  adequately
changed to identify  the year 2000,  many  computer  applications  could fail or
create erroneous results.  As a result, many calculations which rely on the date
field  information,  such as interest,  payment or due dates and other operating
functions, will generate results which could be significantly misstated, and the
Company could  experience a temporary  inability to process  transactions,  send
invoices or engage in similar normal  business  activities.  In addition,  under
certain circumstances, failure to adequately address the Year 2000 Problem could
adversely affect the viability of the Company's  suppliers and creditors and the
creditworthiness of its borrowers.  Thus, if not adequately addressed,  the Year
2000  Problem  could result in a  significant  adverse  impact on the  Company's
products, services and competitive condition.

     The OTS and the other federal banking  regulators have issued guidelines to
be  followed by insured  depository  institutions,  such as the Bank,  to assure
resolution  of any Year 2000  problems.  Any  institution's  failure  to address
appropriately the Year 2000 Problem could result in supervisory action.

     The Company  began  testing on its loan and  deposit  systems in July 1998,
which will include Year 2000 issues and is currently in the process of obtaining
software modifications deemed necessary for compliance in all other systems. The
Company  has  initiated  formal  communications  with  all  of  its  significant
suppliers to determine  the extent to which the Company is  vulnerable  to those
third  parties'  failure to resolve  their own Year 2000  Problem.  The  Company
presently  believes that with modifications to existing software and conversions
to new  software,  the Year 2000  Problem will be  mitigated  without  causing a
material  adverse  effect on the  operations  of the Company.  However,  if such
modifications  and  conversions are not made, or are not completed  timely,  the
Year 2000  Problem  could have an impact on the  Company's  operations.  At this
time,  management believes that any such impact and any resulting costs will not
be material.

     Monitoring  and managing  the Year 2000  Problem will result in  additional
direct and indirect costs to the Company. Direct costs include potential charges
by third party  software  vendors for product  enhancements,  costs  involved in
testing  software  products for Year 2000 compliance and any resulting costs for
developing and implementing  contingency  plans for critical  software  products
which are not  enhanced.  Indirect  costs will  principally  consist of the time
devoted by existing  employees in monitoring  software vendor progress,  testing
enhanced  software  products and implementing any necessary  contingency  plans.
Such costs have not been  material to date.  The Company  believes that any such
costs to be  incurred  in the  future  will not have a  material  effect  on its
results of  operations.  Both direct and indirect  costs of addressing  the Year
2000 Problem will be charged to earnings as incurred.


ITEM 3.

     Quantitative and Qualitative Disclosure About Market Risk

     Market risk is the potential loss from adverse changes in market prices and
rates.  The  Company's  market risk arises  primarily  from  interest  rate risk
inherent in its lending, investing and deposit taking activities.

     Since there have been no significant changes in the Company's balance sheet
or the yield curve subsequent to March 31, 1998, the Company's  current interest
rate risk exposure has not materially changed.

                           PART II. OTHER INFORMATION

     Item 1. Legal Proceedings

     From time to time,  the  Company  is a party to various  legal  proceedings
incident to its  business.  At June 30, 1998,  except as set forth below,  there
were no legal  proceedings to which the Company or its subsidiaries was a party,
or to which any of their property was subject, which were expected by management
to result in a material loss.

     On January  2, 1996,  the United  States  District  Court for the  Southern
District of New York dismissed the class action encaptioned  Dougherty v. Carver
Federal Savings Bank for lack of subject matter  jurisdiction.  The class action
alleged  that the  offering  circular,  used by  Carver to sell its stock in its
public offering,  contained material  misstatements and omissions.  Further, the
complaint  alleged that the Bank's shares were not  appraised by an  independent
appraiser.  By  separate  order on the same  date,  the  court  made its  ruling
applicable  to Gomberg  v.  Carver  Federal  Savings  Bank and Uminer v.  Carver
Federal Savings Bank, two other class actions filed in the Southern  District of
New York which asserted  claims  essentially  identical to those asserted in the
Dougherty suit.The  plaintiffs filed a consolidated  notice of appeal on January
29,  1996 with the United  States  Court of Appeals for the Second  Circuit.  In
April 1997 the  Circuit  Court  concluded  that the  District  Court had subject
matter jurisdiction over the plaintiffs'  complaint,  the Circuit Court reversed
and remanded the case back to the District Court. On July 10, 1997, upon request
of all counsel,  the trial judge  directed that  discovery be completed by March
31,1998  and that the case be  ready  for  trial in May of 1998.  As of the date
hereof,  no  trial  date has been set by the  court.  Carver  believes  that the
allegations  made in this action are without  merit and intends to  aggressively
defend its interest with respect to such matter.

     Item 2. Changes in Securities and Use of Proceeds

     None

     Item 3. Defaults upon Senior Securities

     None

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

     None

     Item 5. Other Information

     None

     Item 6.Exhibits and Reports on Form 8K

     (a)  Exhibit 11 - Computation of Earnings Per Share

                                      -11-

<PAGE>

          Exhibit 27 - Financial Data Schedule

     (b)  Reports on Form 8-K

          None




                                      -12-

<PAGE>

                                   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.

Date:  August 14, 1998                     CARVER BANCORP, INC.


                                           /s/ Thomas L. Clark, Jr.
                                           -------------------------------------
                                           Thomas L. Clark, Jr.
                                           President and Chief Executive Officer



Date:  August 14, 1998                  /s/ Walter T. Bond
                                           -------------------------------------
                                           Walter T. Bond
                                           Vice President and
                                           Acting Chief Financial Officer



                                      -13-