UNITED STATES
                         SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                              CARVER BANCORP, INC.
                             ---------------------
                                (Name of Issuer)


                    Common Stock, par value $0.01 per share
                   ------------------------------------------
                         (Title of Class of Securities)


                                   146875109
                              ---------------------
                                 (CUSIP Number)


                               December 31, 2008
                           ---------------------------
             (Date of Event which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                        [X]   Rule 13d-1(b)

                        [ ]   Rule 13d-1(c)

                        [ ]   Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


                          Continued on following pages
                                Page 1 of 5 Pages



                                  SCHEDULE 13G

CUSIP No.:     146875109                                       Page 2 of 5 Pages


.................................................................................
1.        Names of Reporting Persons.

          I.R.S. Identification Nos. of above persons (entities only).

          KEEFE, BRUYETTE & WOODS, INC.

          13-1964616

.................................................................................
2.        Check the Appropriate Box if a Member of a Group

          (a) [  ]

          (b) [  ]

.................................................................................
3.        SEC Use Only
.................................................................................
4.        Citizenship or Place of Organization

          NEW YORK
.................................................................................
Number of             5.    Sole Voting Power                  152,500
Shares                ..........................................................
Beneficially          6.    Shared Voting Power                0
Owned                 ..........................................................
by Each Reporting     7.    Sole Dispositive Power             152,500
Person With           ..........................................................
                      8.    Shared Dispositive Power           0
.................................................................................
9.        Aggregate Amount Beneficially Owned by Each Reporting Person

          152,500
.................................................................................
10.       Check if the Aggregate Amount in Row (9) Excludes Certain Shares
          (See Instructions)

          [  ]
.................................................................................
11.       Percent of Class Represented by Amount in Row (9)

          6.17% based on 2,469,935 shares outstanding as November 5, 2008.
.................................................................................
12.       Type of Reporting Person:

          BD



                                  SCHEDULE 13G

CUSIP No.:     146875109                                       Page 3 of 5 Pages



Item 1(a).        Name of Issuer:

                  Carver Bancorp, Inc.  (the "Issuer").

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  75 West 125th Street
                  New York, NY 10027

Item 2(a).        Name of Person Filing:

                  This  Statement  is filed on behalf  of each of the  following
persons (the "Reporting Person"): Keefe, Bruyette & Woods, Inc.

Item 2(b).        Address of Principal Business Office or, if None, Residence:

                  787 Seventh Avenue, 4th Floor
                  New York, NY 10019

Item 2(c).        Citizenship:

                  New York

Item 2(d).        Title of Class of Securities:

                  Common Stock, par value $0.01 (the "Shares")

Item 2(e).        CUSIP Number:

                  146875109

Item 3.           If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or
                  240.13d-2(b) or (c),

                  Check Whether the Person Filing is a:

                  (a) [X] Broker or dealer registered under section 15 of the
                  Act (15 U.S.C. 78o).

Item 4.           Ownership:

Item 4(a).        Amount Beneficially Owned

                  As of December 31, 2008, the Reporting Person may be deemed to
be the beneficial owner of 152,500 shares.



                                  SCHEDULE 13G

CUSIP No.:     146875109                                       Page 4 of 5 Pages

Item 4(b).        Percent of Class:

                  The number of Shares  which each the  Reporting  Person may be
deemed to be the beneficial owner constitutes  approximately  6.17% of the total
number  of Shares outstanding (based upon information  provided by the Issuer in
its most recently filed Form 10-Q,  there  were  2,469,935 shares outstanding as
November 5, 2008).

Item 4(c).        Number of Shares of which such person has:

Keefe, Bruyette & Woods, Inc.

(i) Sole power to vote or direct the vote:                               152,500
(ii) Shared power to vote or direct the vote:                                  0
(iii) Sole power to dispose or direct the disposition of:                152,500
(iv) Shared power to dispose or direct the disposition of:                     0

Item 5.           Ownership of Five Percent or Less of a Class:

                  This Item 5 is not applicable.


Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person:

                  This Item 6 is not applicable.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on By the Parent
                  Holding Company:

                  This Item 7 is not applicable.

Item 8.           Identification and Classification of Members of the Group:

                  This Item 8 is not applicable.

Item 9.           Notice of Dissolution of Group:

                  This Item 9 is not applicable.

Item 10.          Certification:

                  By signing  below I certify  that, to the best of my knowledge
and belief,  the securities  referred to above were acquired and are held in the
ordinary  course  of  business  and were not  acquired  and are not held for the
purposes  of or with the effect of changing  or  influencing  the control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.






                                  SCHEDULE 13G

CUSIP No.:     146875109                                       Page 5 of 5 Pages


                                    SIGNATURE

              After  reasonable  inquiry  and to the  best of my  knowledge  and
belief,  I certify  that the  information  set forth in this  statement is true,
complete and correct.

                                              Keefe, Bruyette and Woods, Inc
Date: February 17, 2009
                                              By:      /s/ Lawrence Morizio
                                                       --------------------
                                              Name:    Lawrence Morizio
                                              Title:   Associate General Counsel