SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 11-K


[x]      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

For the fiscal year ended           December 31, 2008
                          ---------------------------------
                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 [NO FEE REQUIRED].

For the transition period from _______________ to  ______________________

                      Commission File Number 1-13007
                                             --------------

         A. Full title of the plan and the address of the plan, if different
            from that of the issuer named below:

                 Carver Federal Savings Bank 401(k) Savings Plan

         B: Name of issuer of the securities held pursuant to the plan and the
            address of its principal executive office:

                              Carver Bancorp, Inc.
                               75 W. 125th Street
                          New York, New York 10027-4512




                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                 Financial Statements and Supplemental Schedule
                           December 31, 2008 and 2007

                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                                Table of Contents




                                                                                        Page
                                                                                     -----------

                                                                                       
Independent Auditors' Report                                                              3

Financial Statements:

         Statement of Net Assets Available for Plan Benefits
             as of December 31, 2008 and 2007                                             4

         Statement of Changes in Net Assets Available for Plan Benefits
             for the Year Ended December 31, 2008                                         5

         Notes to Financial Statements                                                  6-15

Supplemental Schedule:

         Schedule H, Line 4i - Schedule of Assets
         (Held at End of Year) as of December 31, 2008                                    16


All other schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable.




                                 P&G Associates
                                 --------------
                            Auditors and Consultants
                                  www.pgcpa.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Trustees and Participants in the
Carver Federal Savings Bank
401(k) Savings Plan

We have audited the accompanying statements of net assets available for benefits
of the Carver Federal Savings Bank 401(k)Savings Plan (the Plan), as of December
31, 2008 and 2007, and the related  statement of changes in net assets available
for benefits for the year ended December 31, 2008.  These  financial  statements
are the  responsibility  of the  Plan's  management.  Our  responsibility  is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable  basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December 31, 2008 and 2007, and the changes in net assets available for benefits
for the year ended December 31, 2008, in conformity with U.S. generally accepted
accounting principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole.  The supplemental  schedule H, line 4i -
schedule of assets  (held at end of year) as of December  31, 2008 is  presented
for the purpose of  additional  analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement  Income  Security  Act of 1974.  This  supplemental  schedule  is the
responsibility  of the Plan's  management.  The  supplemental  schedule has been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects  in  relation  to the  basic  financial  statements  taken  as a whole.


/s/ P&G Associates
    P&G Associates

June 22, 2009

                    646 Highway 18, East Brunswick, NJ 08816
                      (732) 651-1700 . (732) 651-1195 FAX

                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN
         Statement of Changes in Net Assets Available for Plan Benefits

                               As of December 31,



------------------------------------------------------------------------------------------------------------------


                                                                                              
Assets                                                                      2008                    2007
   Investments
       Mutual Funds                                                        $1,409,149             $2,390,146
       Common Collective Trust                                                354,974                510,710
       Self directed brokerage accounts:
           Mutual funds                                                       237,129                    -0-
                                                                  --------------------    -------------------
           Total self directed brokerage                                      237,129                    -0-
        Common Stock - Carver Bankcorp                                         36,715                107,164
       Participant loans                                                       45,544                 42,242
                                                                  --------------------    -------------------
             Total investments                                              2,083,511              3,050,262

 Other Assets
   Cash                                                                           159                    159
   Other (Contributions Receivable, Accrued
     Income, etc.)                                                              3,269                  1,570
                                                                  --------------------    -------------------
             Total Other Assets                                                 3,428                  1,729
                                                                  --------------------    -------------------

                  Total Assets                                              2,086,939              3,051,991
                                                                  --------------------    -------------------

Liabilities
   Unclaimed Checks                                                            41,632                 40,067
   Other                                                                          -0-                     50
                                                                  --------------------    -------------------
                  Total Liabilities                                            41,632                 40,117
                                                                  --------------------    -------------------

                  Net assets available for plan benefits at fair
                       value                                                2,045,307              3,011,874
            Adjustment from fair value to contract value for
                 fully benefit responsive investment contracts
                 (Note 2(b))                                                   57,307                  4,732
                                                                  --------------------    -------------------
                   Net assets available for plan benefits                  $2,102,614             $3,016,606
                                                                  ====================    ===================



                 See accompanying notes to financial statements

                                      -4-


                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

         Statement of Changes in Net Assets Available for Plan Benefits

                          Year ended December 31, 2008



------------------------------------------------------------------------------------------------------------------

Additions to net assets attributed to:

                                                                               
    Investment income
         Net appreciation (depreciation) in fair value of investments                        $ ( 943,194)
         Interest and Dividends                                                                  122,280
         Participant loans interest                                                                3,267
                                                                                  -----------------------
             Net investment gain (loss)                                                         (817,647)
                                                                                  -----------------------

    Contributions
         Employer contributions                                                                  183,585
         Participant contributions                                                               350,363
         Rollover contributions                                                                    6,669
                                                                                  -----------------------
             Total contributions                                                                 540,617
                                                                                  -----------------------

                    Total additions (subtractions)                                              (277,030)
                                                                                  -----------------------

Deductions from net assets attributed to:
    Benefits paid to participants                                                                633,422
    Other Deductions                                                                               1,440
    Administrative expenses                                                                        2,100
                                                                                  -----------------------
                    Total deductions                                                             636,962
                                                                                  -----------------------

                    Net decrease in assets available for plan benefits                          (913,992)


Net assets available for plan benefits:
Beginning of year                                                                            $ 3,016,606
                                                                                  -----------------------

End of Year                                                                                  $ 2,102,614
                                                                                  =======================



                 See accompanying notes to financial statements

                                      -5-

                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                          Notes to Financial Statement
                          Year ended December 31, 2008

-------------------------------------------------------------------------------


1.     Description of the Plan

       The  following  description  of the Carver  Federal  Savings  Bank 401(k)
       Savings Plan (the "Plan") is provided  for general  information  purposes
       only.  Participants should refer to the Plan document for a more complete
       description of the plan and provisions.

       (a) General

           The Plan is a non-standardized  prototype defined contribution 401(k)
           Plan.  Carver Federal  Savings Bank (the "Company" or the "Employer")
           established the Plan effective  October 1, 1989, and last amended the
           Plan  on  March  31,  2008.  The  Plan  is  administered  by  a  Plan
           Administrator, which controls and manages the operations of the Plan.
           The Plan Administrator is Carver Federal Savings Bank, and the Plan's
           operations are overseen by an Employee  Benefits  Committee  named by
           the  Company  whose  members  are also  employees  or officers of the
           Company. The Plan's Trustee is Merrill Lynch Trust Co., FSB. The Plan
           is  subject  to the  provisions  of the  Employee  Retirement  Income
           Security Act of 1974 (ERISA).

       (b) Eligibility

           All employees of the Company are eligible to participate in the Plan,
           except  employees  who  have  less  than  three  months  of  service,
           employees who are members of a union that  bargained  separately  for
           retirement  benefits  during  negotiations,  non-resident  aliens who
           received no earned  income  from  sources  within the United  States,
           employees  of an  affiliate  that has not  adopted  the Plan,  leased
           employees,  any  employee  classified  by his or  her  employer  as a
           temporary  employee,  and  expatriates  assigned to the Employer of a
           participating  affiliate on a non-permanent basis. If the employee is
           not  excluded  from   participation  due  to  the  above  eligibility
           requirements,  he or she will become  eligible to  participate in the
           Plan and receive Company matching contributions upon attaining age 21
           and completing three months of service.  Eligible employees may enter
           the plan on the first day of the calendar month next following  their
           meeting eligibility requirements.

                                      -6-

                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                          Notes to Financial Statement
                          Year ended December 31, 2008
                                   (Continued)

-------------------------------------------------------------------------------

       (c) Contributions

           Each year,  participants  may  contribute up to 50% of pre-tax annual
           compensation,  as  defined in the Plan,  subject to certain  Internal
           Revenue Code  limitations.  Participants may also contribute  amounts
           representing  rollover  distributions  from other  qualified  defined
           benefit or defined  contribution  plans. The Company makes a matching
           contribution  equal  to the  first 4% of  total  compensation  that a
           participant  contributes  as pre-tax  contributions  to the Plan.  In
           addition,  the  Company  may  make  a  profit  sharing  discretionary
           contribution allocated as a percentage of participant's compensation.

       (d) Participant Accounts

           Individual  accounts are maintained for each Plan  participant.  Each
           participant's account is credited with the participant's contribution
           and  allocations  of: (a) the  Company's  contribution,  and (b) Plan
           earnings,  and is charged with withdrawals,  administrative  expenses
           and  an  allocation  of  Plan  losses.   Allocations   are  based  on
           participant earnings or account balances,  as defined. The benefit to
           which a  participant  is entitled is the benefit that can be provided
           from the participant's vested account.

       (e) Investments

           Participants direct the investment of their contributions and Company
           matching  contributions,  among  mutual  fund  and  other  investment
           options as offered by the Plan.

       (f) Vesting

           Participants  are  immediately  100%  vested in their  contributions,
           including "rollovers", and the Company's matching contribution,  plus
           actual  earnings  thereon.  Participants  are vested in the Company's
           profit sharing  contributions,  plus actual  earnings  thereon evenly
           over a five year  vesting  period (20% after one year,  40% after two
           years,  60% after  three  years,  80% after four years and 100% after
           five years).

           During the year ended  December  31, 2008,  no  forfeited  non-vested
           account  balances were used to reduce employer  contributions.  There
           were $34 and $8,606 of forfeited  non-vested  balances as of December
           31, 2007 and 2008, respectively.

                                      -7-

                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                          Notes to Financial Statement
                          Year ended December 31, 2008
                                   (Continued)

-------------------------------------------------------------------------------

       (g) Participant Loans

           Participants  may borrow from their fund accounts.  Such  participant
           loans  must be a  minimum  of $1,000  and may go up to a  maximum  of
           $50,000  reduced by the highest  outstanding  loan balance during the
           previous 12 months, or 50% of their vested account balance. The loans
           are  secured by the  balance in the  participant's  account  and bear
           interest  at  rates  commensurate  with  local  prevailing  rates  as
           determined  quarterly  by  the  plan  administrator.   Principal  and
           interest are paid ratably through payroll deductions.

       (h) Payment of Benefits

           On termination of service due to death, disability,  retirement or in
           some cases upon reaching the age of 59 1/2, a  participant  may elect
           to receive a lump-sum amount equal to the value of the  participant's
           vested interest in his or her account.

2.     Summary of Significant Accounting Policies

       (a) Basis of Accounting

           The  accompanying  financial  statements  have been  prepared  on the
           accrual basis of accounting.

       (b) Use of Estimates

           The  preparation  of financial  statements  in  conformity  with U.S.
           generally accepted accounting  principles requires Plan management to
           make estimates and  assumptions  that affect the reported  amounts of
           assets, liabilities, and changes therein. Actual results could differ
           from those estimates.

       (c) Risk and Uncertainties

           The  Plan  invests  in  various  investment  securities.   Investment
           securities  are  exposed to various  risks,  such as  interest  rate,
           market and credit  risks.  Due to the level of risk  associated  with
           certain  investment  securities,  it is at least reasonably  possible
           that changes in the values of investment securities will occur in the
           near term and that such change could materially affect  participants'
           balances  and the  amounts  reported in the  statement  of net assets
           available for plan benefits.


                                      -8-


                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                          Notes to Financial Statement
                          Year ended December 31, 2008
                                   (Continued)

-------------------------------------------------------------------------------

       (d) Investment Valuation and Income Recognition

           The Plan's  investments are stated at fair value.  Assets are held at
           Merrill Lynch Trust Company at December 31, 2008 and 2007.  Shares of
           common  stock and mutual  funds are valued at quoted  market  prices,
           which  represent  the net asset  value of shares  held by the Plan at
           year-end. These investments are valued at fair value as determined by
           a national exchange.

           Participant  loans are valued at  outstanding  loan  balances,  which
           approximates fair value.

           Purchases and sales of securities are recorded on a trade-date basis.
           Dividend income is recorded on the ex-dividend date.  Interest income
           is recorded on the accrual basis.

           Management  fees  and  operating  expenses  charged  to the  Plan for
           investments  in the mutual funds are deducted from income earned on a
           daily  basis  and  are  not   separately   reflected.   Consequently,
           management  fees and operating  expenses are reflected as a reduction
           of net  appreciation  in fair market  value of  investments  for such
           investments.


                                      -9-




                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                          Notes to Financial Statement
                          Year ended December 31, 2008
                                   (Continued)

-------------------------------------------------------------------------------

           The  Plan is  also a  participant  in the  Merrill  Lynch  Retirement
           Preservation  Trust (the "RPT").  The value is recorded at fair value
           on the  Statement of Net Assets  available for Plan  Benefits.  As of
           December 31, 2006 the Plan  adopted  Financial  Accounting  Standards
           Board ("FASB") Staff Position AAG INV-1 and Statement of Position No.
           94-4-1, Reporting for Benefit-Responsive Investment Contracts Held by
           Certain Investment  Companies Subject to the AICPA Investment Company
           Guide and  Defined-Contribution  Health and Welfare and Pension Plans
           (the FSP). The FSP requires that investment  contracts be reported at
           fair value rather than contract value. Accordingly, the investment in
           RPT is stated at fair value as of  December  31, 2007 and 2008 with a
           corresponding adjustment to reflect the investment at contract value.
           The fair value of RPT is calculated based on market values and prices
           obtained from an independent pricing service. The bonds are valued at
           the last  available  bid price,  options  are valued at the last sale
           price or bid price.  Money market instruments are valued at amortized
           cost.  Swap contracts are valued based on market quotes obtained from
           a pricing service.  Synthetic GIC wrapper values are calculated based
           on the  difference  between  the sum of  present  values of wrap fees
           based on replacement costs and the sum of present values of wrap fees
           at the beginning of the year.

           The Retirement Preservation Trust uses wrapper contracts to allow for
           unscheduled  withdrawals at a stable "contract value",  regardless of
           the value of the Trust's underlying assets. The issuer of the wrapper
           contracts  provides  assurances  that  future  adjustments  to  Trust
           earnings  ("crediting  rate") will not be reduced to a rate less than
           zero.  Certain conditions might limit the Trust's ability to transact
           at contract value, however.  Specifically,  events outside the normal
           operation  of the Trust which cause a withdrawal  from an  investment
           contract might result in a negative market value adjustment. Examples
           of such events include  partial or complete  termination of the Trust
           or a unitholder,  tax  disqualification of the trust or a unitholder,
           and certain Trust amendments if issuers' consent is not obtained.  As
           of  December  31,  2008,  the  occurrence  of  such  events  was  not
           considered probable.

           The  average  yield  earned by the Trust  (which may differ  from the
           interest rate credited to  participants in the Trust) at December 31,
           2008 and 2007, were 9.49% and 5.50%, respectively.  The average yield
           earned by the Trust with an  adjustment  to reflect  actual  interest
           rate credited to  participants  in the Trust at December 31, 2008 and
           2007, were 4.10% and 5.12%, respectively. This rate was calculated by
           dividing the  annualized  earnings  credited to  participants  in the
           Trust  (irrespective of the actual earnings of the investments in the
           trust) by the fair value of all investments in the Trust.


                                      -10-


                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                          Notes to Financial Statement
                          Year ended December 31, 2008
                                   (Continued)

-------------------------------------------------------------------------------

3.     Administrative Expenses

       Administrative  expenses  of the Plan are paid by the Plan or the Company
       as provided in the Plan document.

4.     Payment of Benefits

       Benefit payments to participants are recorded upon distribution.

5.     Investments

       The plan held the following investments:



                                                                            December 31,
                                                               ----------------------------------------
                                                                      2008                 2007
                                                               -------------------  -------------------
                                                                                  
                 Mutual Funds                                      $1,409,149           $2,390,146
                 Common Collective Trusts**                           354,974              510,710
                 Self Directed Brokerage Accounts                     237,129                -
                 Common Stocks                                         36,715              107,164
                 Participant Loans                                     45,544               42,242
                                                               -------------------  -------------------
                Total                                              $2,083,511           $3,050,262
                                                               ===================  ===================


       During  2008,  the  Plan's  investments  (including  gains and  losses on
       investments  bought,  sold and held during the year) depreciated in value
       by $943,194 as follows:

                    Mutual Funds                          $ (873,102)
                    Common Stock                             (70,092)
                                                  ----------------------
Net Appreciation (Depreciation)                           $ (943,194)
                                                  ======================


                                      -11-



                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                          Notes to Financial Statement
                          Year ended December 31, 2008
                                   (Continued)

-------------------------------------------------------------------------------

       The  following  presents  investments  at December 31, 2008 and 2007 that
       represent 5% or more of the plan's net assets:

                                                                   2008
                                                            --------------------
           ML Retirement Preservation Trust**                 $    354,974
           American Capital INCM Bld R2                       $    398,708
           Self-directed Brokerage Accounts                   $    237,129
           Eaton Vance Lrg Cap Val R                          $    181,263
           Blackrock Government                               $    149,451
           American Growth Fund of Amer                       $    134,800
           Alliance Bernstein Bal Shr R                       $    129,707

           ** Reported at fair value; Contract value on December 31, 2008 was
              $412,281.



                                                                   2007
                                                            --------------------
           Retirement Preservation Trust**                    $    510,710
           American CapitalIncm Bld R2                        $    545,033
           Eaton Vance Lrg Cap Val R                          $    354,489
           Alliance Bernstein Bal Shr R                       $    300,447
           American Growth Fund of Amer                       $    286,160

           ** Reported at fair value; Contract value at December 31, 2007 was
              $515,443.

                                      -12-

                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                          Notes to Financial Statement
                          Year ended December 31, 2008
                                   (Continued)

-------------------------------------------------------------------------------

6.     Related-Party Transactions

       The Plan's  investments  include shares in a common  collective trust and
       mutual funds  managed by Merrill Lynch Bank and its  affiliates.  Merrill
       Lynch  also  holds  the  assets  of the Plan and  also  performs  certain
       administrative  functions.  During the first ten  months of 2007,  assets
       were also held by Alliance  Bernstein and HSBC.  They also performed some
       administrative functions. Therefore, transactions involving Merrill Lynch
       and/or  its   affiliates  or  with  funds  managed  by  them  qualify  as
       party-in-interest transactions.

       Fees paid by the Plan for investment management services were included as
       a  reduction  of the return  earned on each fund.  Certain  officers  and
       employees  of the  Company  (who may also be  participants  in the  Plan)
       perform administrative services related to the operation,  record keeping
       and  financial  reporting  of the Plan.  The Company pays the salaries of
       these individuals and also pays other  administrative  expenses on behalf
       of the Plan.

       These   transactions   are  not   deemed   prohibited   party-in-interest
       transactions  because  they are covered by statutory  and  administrative
       exemptions from the Internal Revenue Code and ERISA's rules on prohibited
       transactions.

7.     Plan Termination

       Although it has not expressed any intention to do so, the Company has the
       right under the Plan to discontinue its  contributions at any time and to
       terminate the Plan subject to the provisions  set forth in ERISA.  In the
       event that the Plan is terminated,  participants would become 100% vested
       in  their  account  and  shall  be   distributed  to   participants   and
       beneficiaries  based on their  individual  accounts in the Plan as of the
       termination date.

8.     Income Tax Status

       The Plan  adopted a prototype  standardized  401(k)  plan.  The  Internal
       Revenue Service has determined and informed the Company by a letter dated
       March  21,  1995,  that  the Plan  and  related  trust  are  designed  in
       accordance with applicable  sections of the Internal  Revenue Code (IRC).
       The plan administrator believes that the Plan is currently being operated
       in compliance with the applicable  requirements  of the Internal  Revenue
       Code.  Therefore,  no provision for income taxes has been included in the
       Plan's financial statement.

                                      -13-

                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

                          Notes to Financial Statement
                          Year ended December 31, 2008
                                   (Concluded)

--------------------------------------------------------------------------------

9.     Reconciliation of financial statements to Form 5500

       The following is a  reconciliation  of the net assets  available for plan
       benefits as of December 31, 2008 to the form 5500:





                                                                                            
Net assets available for benefits per the Financial Statements                                 $  2,102,614
     Less
      Adjustment from fair value to contract value for fully benefit
         responsive investment contracts (see note 2(e))                                             57,307
                                                                                         --------------------

Net assets available for plan benefits per Form 5500                                           $  2,045,307
                                                                                         ====================


10.    Impact of new Accounting Standards and Interpretations

       In June 2006, the Financial  Accounting  Standards  Board ("FASB") issued
       Interpretation  No. 48,  Accounting for  Uncertainty in Income Taxes - an
       interpretation  of FASB Statement No. 109 (FIN 48),  which  clarifies the
       accounting for uncertainty in income taxes  recognized in an enterprise's
       financial statements in accordance with Statement of Financial Accounting
       Standards (SFAS) No. 109,  Accounting for Income Taxes. FIN 48 prescribes
       a  recognition  threshold  and  measurement  attribute  for the financial
       statement recognition and measurement of a tax position taken or expected
       to  be  taken  in  a  tax  return.  FIN  48  also  provides  guidance  on
       derecognition,  classification,  interest and  penalties,  accounting  in
       interim  periods,  disclosure  and  transition.  FIN 48 was effective for
       fiscal years  beginning  after December 15, 2006. The Plan's  adoption of
       FIN 48 did not have any impact on the  statement of net assets  available
       for benefits or statement of changes in net assets available for benefits
       for the years ended December 31, 2007 and 2008.

       In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
       which defines fair value,  establishes  a framework  for  measuring  fair
       value and expands disclosures about fair value measurements. SFAS No. 157
       applies only to fair value measurements  already required or permitted by
       other  accounting   standards  and  does  not  impose   requirements  for
       additional  fair value  measures.  SFAS No.  157 was  issued to  increase
       consistency and  comparability in reporting fair values.  SFAS No. 157 is
       effective  for  financial  statements  issued for fiscal years  beginning
       after November 15, 2007,  and interim  periods within those fiscal years.
       The  Company  does not  expect  the  adoption  of SFAS No.  157 to have a
       material impact on the statement of net assets.

                                      -14-


       In accordance  with SFAS 157, the Plan  classifies its  investments  into
       Level 1, Level 2 and Level 3 as defined below:

       Level 1: Quoted market prices in active  markets for identical  assets or
       liabilities

       Level 2: Observable  market-based  inputs or unobservable inputs that are
       corroborated by market data

       Level 3:  Unobservable  inputs  reflecting  the  reporting  entity's  own
       assumptions




                                                   TOTAL              Level 1            Level 2          Level 3
                                               ---------------     ---------------     -------------    ------------
                                                                                             
         Common stock                          $    36,715         $    36,715         $        --       $       --
         Mutual funds                            1,409,149           1,409,149                  --               --
         Participant loans                          45,544                   --                 --         45,544
         Common/collective
         trust                                     354,974                   --           354,974                --
         Self -directed
         brokerage assets                          237,129             237,129                  --               --
                                               ---------------     ---------------     -------------    ------------

         Total                                 $ 2,083,511         $ 1,682,993         $  354,974        $ 45,544
                                               ===============     ===============     =============    ============




       The following is a reconciliation of the beginning and ending balances of
       the fair value  measurements  using significant  unobservable  inputs for
       level 3 assets:

                                                             Participant Loans
                                                             -----------------
         Beginning balance                                         $  42,243
         New Loans Issued                                             35,787
         Principal paid and deemed distributions                     -32,486
         Gain or loss on loans                                             0
                                                             ----------------
         Ending balance                                            $  45,544
                                                             ================



       The there were no losses for the period included in changes in net assets
       available for benefits attributable to the changes in unrealized gains or
       losses  relating to assets still held at the  reporting  date for level 3
       assets.

                                      -15-





                 CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN
                               Schedule H Line 4i
                    Schedule of Assets (Held at End of Year)
                             As of December 31, 2008
------------------------------------------------------------------------------------------------------------------------------
(a)   (b) Identity of Issue, Borrower or       (c) Description of                    Number of           (e) Current
                 Similar Party                     Investment                     shares of  Units           Value
      ------------------------------------------------------------------------------------------------------------------------
      ------------------------------------------------------------------------------------------------------------------------
                                                                                                     
*     ML Retirement Preservation Trust**          Common Collective Trust               412,281            $   354,974
      Oppenheimer Global Opport N                 Mutual Fund                             5,199                 78,867
      Oppenheimer Main Strt  SML CP
      FD CL N                                     Mutual Fund                               507                  5,995
      Blackrock EQ Dividend R                     Mutual Fund                             6,060                 80,657
      Goldman Sachs MID CAP VAL SER               Mutual Fund                             1,422                 31,092
      American Capital INCM BLD R2                Mutual Fund                             9,600                398,708
      American Growth Fund of Amer                Mutual Fund                             6,723                134,800
      Victory Special Value FD CL R               Mutual Fund                             7,488                 75,102
      Delaware High Yield OPP CL R                Mutual Fund                            11,617                 33,109
      Eaton Vance LRG CAP VAL R                   Mutual Fund                            12,475                181,263
      Alliance Bernstein  INT VAL R               Mutual Fund                             3,510                 35,842
      Alliance Bernstein BAL SHR R                Mutual Fund                            11,220                129,707
      Alliance Bernstein 2015 RETIRMN             Mutual Fund                             2,131                 15,346
      Janus Adviser Inter Grwth FD R              Mutual Fund                             2,211                 58,963
      Alliance Bernstein 2035 RET STR             Mutual Fund                                27                    184
      Alliance Bernstein 2045 RET STR             Mutual Fund                                 9                     64
      Blackrock Government                        Mutual Fund                            13,864                149,451
*     Self-directed Brokerage Account             Self-directed Account                 237,129                237,129
*     Carver Bancorp Common                       Common Stock                            7,343                 36,715

*     Participant Loans                           11 Loans with maturities up to    45,544.3700                 45,544
                                                  5 years and interest rates
                                                  from 6% to 9.25%

*     Other Assets                                                                                               3,428
                                                                                                           -------------------

      TOTAL                                                                                                $ 2,086,939
                                                                                                           ===================

      *  Parties-in-interest as defined by ERISA
      **Reported at fair value; contract value on December 31, 2008 was $412,280.81



                                      -16-



                                   SIGNATURES


     The Plan.  Pursuant to the  requirements of the Securities  Exchange Act of
1934, the trustees (or other persons who  administer the employee  benefit plan)
have  duly  caused  this  annual  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.


                                            CARVER FEDERAL SAVINGS BANK 401(k)
                                            SAVINGS PLAN




Date: June 26, 2009                    By:  /s/ Margaret Roberts
                                            ------------------------------------
                                        Name:    Margaret Roberts
                                        Title:   Senior Vice President and Chief
                                                 HR Officer
                                                 Carver Federal Savings Bank






                                 P&G Associates
                            Auditors and Consultants
                                  www.pgcpa.com








            Consent of Independent Registered Public Accounting Firm



We consent to the incorporation by reference in this Registration Statement (No.
333-152698  on Form S-8)  pertaining  to Carver  Federal  Saving  Bank's  401(k)
Savings Plan of our report dated June 22,  2009,  with respect to the  financial
statements and schedules of the Carver Federal  Savings Bank 401(k) Savings Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 2008,
filed with the Securities and Exchange Commission.



Very truly yours,

/s/ P&G Associates

P&G Associates


June 26, 2009

                    646 Highway 18, East Brunswick, NJ 08816
                       (732) 651-1700 . (732) 651-1195 FAX