8-K

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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934





         Date of report (Date of earliest event reported): June 1, 2004



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


        DELAWARE                    0-21487                     13-3904147
    (State or other
    jurisdiction of             (Commission File               (IRS Employer
     incorporation)                 Number)                 Identification No.)


                              75 WEST 125TH STREET
                          NEW YORK, NEW YORK 10027-4512
          (Address of principal executive offices, including zip code)



       Registrant's telephone number, including area code: (212) 876-4747



                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)


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ITEMS 1 THROUGH 4 AND 6 THROUGH 12.  NOT APPLICABLE.



ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.

     On June 3, 2004, Carver Bancorp, Inc. issued a press release reporting the
sale by Provender Opportunities Fund L.P. to an institutional investor of the
registrant's Series B Convertible Preferred Stock. The full text of the press
release is attached as Exhibit 99.1 to this Report. Frederick O. Terrell, the
Chairman of Provender Opportunities Fund L.P. and the Chairman of the Board of
Directors of Carver Bancorp, Inc., may be deemed to be the beneficial owner of
such preferred stock. Mr. Terrell disclaims such beneficial ownership.

     The information provided pursuant to this Form 8-K shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Form 8-K into any filing under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, and shall not otherwise be
deemed filed under such Acts.





                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



                                 CARVER BANCORP, INC.


                                 By: /s/ Deborah C. Wright
                                    -------------------------------------------
                                         Deborah C. Wright
                                         President and Chief Executive Officer



Dated:  June 3, 2004







                                  EXHIBIT INDEX

      EXHIBIT NO.                   DESCRIPTION
      -----------                   -----------

         99.1                       Press release, dated June
                                    3, 2004, reporting the sale
                                    of the registrant's Series
                                    B Convertible Preferred
                                    Stock.

EX-99.1

                                                                    EXHIBIT 99.1

                            CARVER BANCORP, INC.                   FOR IMMEDIATE
                                                                         RELEASE


                  Contact:  David Lilly / Ruth Pachman
                            Kekst and Company
                            (212) 521-4800

                     CARVER INFORMED OF PREFERRED STOCK SALE


NEW YORK, NEW YORK, JUNE 3, 2004 - Carver Bancorp, Inc. (AMEX: CNY) (the
"Company" or "Carver") reported today that it has been informed that on June 1,
2004 Provender Opportunities Fund L.P., a private equity fund, completed the
sale of all of its Carver Series B Convertible Preferred Stock to Keefe,
Bruyette & Woods, Inc., an investment bank and brokerage firm specializing in
the financial services sector.

Provender has owned the preferred stock since January 2000 and said that the
decision to sell now was in order to realize value and create liquidity for its
investors in anticipation of raising a new fund. Provender indicated that it
continues to have the highest confidence in Carver's management team, future
performance and long-term prospects. Provender sold 60,000 shares, which
represents all of Carver's outstanding Series B Convertible Preferred Stock.
Each share of preferred stock is convertible into approximately 2.1 shares of
common stock or 5.18% of Carver's common stock.

Provender is headed by Frederick O. Terrell, its Managing Partner and Chief
Executive Officer. Mr. Terrell is also Chairman of the Board of Directors of
Carver. Mr. Terrell will remain Chairman of the Board of Carver and retains his
personal equity ownership in the Company.

Carver Bancorp, Inc., the largest publicly-traded African- and
Caribbean-American run financial services institution in the United States, is
the holding company for Carver Federal Savings Bank, a federally chartered stock
savings bank. Carver Federal Savings Bank operates six full-service branches in
the New York City boroughs of Brooklyn, Queens and Manhattan. For further
information, please visit the Company's website at WWW.CARVERBANK.COM.

STATEMENTS CONTAINED IN THIS NEWS RELEASE WHICH ARE NOT HISTORICAL FACTS ARE
FORWARD-LOOKING STATEMENTS AS THAT TERM IS DEFINED IN THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THIS NEWS RELEASE CONTAINS FORWARD-LOOKING
STATEMENTS WHICH MAY BE IDENTIFIED BY THE USE OF SUCH WORDS AS "BELIEVE,"
"EXPECT," "ANTICIPATE," "INTEND," "SHOULD," "COULD," "PLANNED," "ESTIMATED,"
"POTENTIAL" AND SIMILAR TERMS AND PHRASES. SUCH FORWARD-LOOKING STATEMENTS ARE
SUBJECT TO RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE CURRENTLY ANTICIPATED DUE TO A NUMBER OF FACTORS. FACTORS
WHICH COULD RESULT IN MATERIAL VARIATIONS INCLUDE, BUT ARE NOT LIMITED TO, THE
COMPANY'S SUCCESS IN IMPLEMENTING ITS INITIATIVES, INCLUDING EXPANDING ITS
PRODUCT LINE, ADDING NEW BRANCHES AND ATM CENTERS, SUCCESSFULLY REBRANDING ITS
IMAGE, ACHIEVING GREATER OPERATING EFFICIENCIES AND COMPLETING ITS PLANNED
ACQUISITION OF A SAVINGS BANK IN A NEW MARKET AND INTEGRATING ITS OPERATIONS
WITH THE COMPANY'S; CHANGES IN INTEREST RATES WHICH COULD AFFECT NET INTEREST
MARGINS AND NET INTEREST INCOME; COMPETITIVE FACTORS WHICH COULD AFFECT NET
INTEREST INCOME AND NON-INTEREST INCOME; GENERAL ECONOMIC CONDITIONS WHICH COULD
AFFECT THE VOLUME OF LOAN ORIGINATION, DEPOSIT FLOWS, REAL ESTATE VALUES, THE
LEVELS OF NON-INTEREST INCOME AND THE AMOUNT OF LOAN LOSSES AS WELL AS OTHER
FACTORS DISCUSSED IN DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES AND
EXCHANGE COMMISSION FROM TIME TO TIME. THE COMPANY AND THE BANK UNDERTAKE NO
OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR
CIRCUMSTANCES THAT OCCUR AFTER THE DATE ON WHICH SUCH STATEMENTS WERE MADE.

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