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Thacher
Proffitt
& Wood
LLP
Two
World Financial
Center
New
York, NY
10281
212.912.7400
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Fax:
212.912.7751
www.tpw.com
Direct Dial: (212)
912-7446
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March
16,
2007
Mr.
Paul
Cline
Senior
Accountant
Securities
and Exchange Commission
Division
of Corporation Finance
100
F.
Street, N.E.
Washington,
D.C. 20549
Re: Carver
Bancorp, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2006
File
No.
001-13007
Dear
Mr.
Cline,
This
letter is in response to your letter dated March 7, 2007
concerning your review
of the financial statements and related disclosures contained
in the Form 10-K
for the fiscal year ended March 31, 2006 (the “Form 10-K”) of our client, Carver
Bancorp, Inc. (the “Company”) and the amendment to the Form 10-K that the
Company filed on March 1, 2007. Your March 7 comments and
the Company’s response
to them are set forth below.
Item
1. Business
Loan
Sales
| 1. |
Please
refer to your response to prior comments 1a, 1b and
1c and revise future
filings to incorporate the information included in
your response in your
disclosures.
|
The
Company will revise the disclosure in future filings to incorporate
relevant
aspects of its February 28 response to comment 1 from your
January 24
letter.
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March
16, 2007
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Page
2
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Item
7. Management’s Discussion and Analysis of Financial Condition and Results
of
Operations
Merger
with Community Capital Bank
| 2. |
We
note that the significance of the merger with the
Community Capital Bank
was at the 21.22% level as set forth in your response
to prior comment 2.
Please file the financial information required by
Rule 3-05.b.2.ii of
Regulation S-X.
|
The
Company expects to file the audited consolidated financial
statements of
Community Capital Bank for the fiscal year ended December
31, 2005, as required
under Rule 3-05.b.2.ii of Regulation S-X, in the near future.
However, it
appears that Community Capital Bank never produced financial
statements for the
interim periods in question. Due to difficulties in locating
and recreating the
financial information about Community Capital Bank for any
such periods and in
locating and contacting former employees and professional
advisors, the Company
is having great difficulty attempting to produce financial
statements for the
interim periods ended June 30, 2005 and 2006. If the Company
is ultimately able
to produce this interim information, it will file it, however,
if the Company
concludes that it can not produce this information without
extreme difficulty,
it will ask the Office of Chief Accountant of the Division
of Corporation
Finance to waive the requirement to provide this information.
Exhibit
31.1 and Exhibit 31.2 - Certifications Pursuant to Section
302 of the
Sarbanes-Oxley Act of 2002
| 3. |
Please
refer to your response to prior comment 4 and your
revised certifications
included in your Form 10-K/A for the fiscal year
ended March 31, 2006
filed March 1, 2007. We note that the identification
of the certifying
individual at the beginning of the certification
required by Exchange Act
Rule 13a-14(a) also included the title of the certifying
individual.
Please revise future filings to only include the
name of the certifying
individual.
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The
Company will revise the text of the Section 302 certification
in future filings
as requested.
* * *
Should
you have any questions, please feel free to contact me at
212-912-7446 or Josh
Samit at 212-912-8314.
Sincerely,
/s/
Walter G.Van Dorn, Jr.
Walter
G.
Van Dorn, Jr.
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March
16, 2007
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Page
3
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cc:
Michael Volley, Staff Accountant,
Securities
and Exchange Commission
Deborah C. Wright, Chairman and Chief Executive Officer
Roy Swan, Chief Financial Officer,
Carver
Bancorp, Inc.
Kofi Appenteng
Joshua Samit,
Thacher
Proffitt & Wood LLP