<PAGE> 1

    As filed with the Securities and Exchange Commission on February 6, 2002
                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                        GREATER ATLANTIC FINANCIAL CORP.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                                       54-1873112
(state or other jurisdiction of                              (IRS Employer
incorporation or organization)                             Identification No.)

                      10700 PARKRIDGE BOULEVARD, SUITE P50
                             RESTON, VIRGINIA 20191
                                 (703) 391-1300
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        GREATER ATLANTIC FINANCIAL CORP.
                       1997 STOCK OPTION AND WARRANT PLAN
                            (Full Title of the Plan)
                         ______________________________

Carroll E. Amos                                   Copies to:
President, Chief Executive Officer                George W. Murphy, Jr., Esquire
and Director                                      Suzanne A. Walker, Esquire
Greater Atlantic Financial Corp.                  Muldoon Murphy & Faucette LLP
10700 Parkridge Boulevard, Suite P50              5101 Wisconsin Avenue, N.W.
Reston, Virginia 20191                            Washington, DC  20016
(703) 391-1300                                    (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

   Approximate date of commencement of proposed sale to public: As soon as
       practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
<TABLE>
<CAPTION>

                                                  CALCULATION OF REGISTRATION FEE

                                                                     Proposed               Proposed Maximum           Amount of
     Title of Securities To Be             Amount To Be          Maximum Offering          Aggregate Offering         Registration
             Registered                  Registered(1)(2)       Price Per Share(3)                Price                   Fee
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>                          <C>                     <C>                        <C>
Common Stock, par value $.01 per          225,000 shares               $6.30                   $1,417,500                 $131
share:  Issuable upon exercise of
outstanding options granted under
the Plan
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per          94,685 shares                $7.50                    $710,138                  $ 66
share:  Issuable upon exercise of
outstanding warrants under the Plan
-----------------------------------------------------------------------------------------------------------------------------------
Total                                     319,685 shares                                       $2,127,638                 $197

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
---------------------
(1) The  shares of common stock set forth in the Calculation of Registration Fee
table  and which may be offered pursuant to this Registration Statement include,
pursuant  to  Rule  416  under  the  Securities  Act  of  1933,  as amended (the
"Securities Act"), such additional number of  shares of the  Registrant's common
stock   as  may  be  offered  or  issued  as a result of any stock splits, stock
dividends or similar transactions.
(2) For    the  sole  purpose of calculating the registration fee, the number of
shares to  be registered  under this Registration Statement has been broken down
into  two  subtotals.
(3) Estimated  in  accordance with Rule 457(h) of the Securities Act solely  for
the  purpose of  calculating  the registration fee based on the weighted average
exercise price of the outstanding options and warrants.

This  Registration Statement  shall become  effective immediately upon filing in
accordance  with  Section  8(a) of the  Securities Act and 17 C.F.R. ss.230.462.




<PAGE> 2


GREATER ATLANTIC FINANCIAL CORP.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Items 1 & 2. The document  containing the information  for the Greater  Atlantic
Financial  Corp.  (the  "Company"  or the  "Registrant")  1997 Stock  Option and
Warrant Plan (the "Plan") required by Part I of the Registration  Statement will
be sent or given to the participants in the Plan as specified by Rule 428(b)(1).
The  document is not filed with the  Securities  and  Exchange  Commission  (the
"SEC")  either as a part of this  Registration  Statement or as a prospectus  or
prospectus supplement pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this Registration Statement:

         (a) The Form  10-KSB, Annual Report,  filed by the  Registrant  for the
fiscal year ended  September 30, 2001 (File No.  000-26467),  which includes the
consolidated  statements of financial  condition of Greater  Atlantic  Financial
Corp.  and  Subsidiaries  as of  September  30,  2001 and 2000,  and the related
consolidated  statements  of  operations,  comprehensive  income,  stockholders'
equity,  and cash flows for the years then ended, filed with the SEC on December
10, 2001.

         (b) The description of the  Registrant's  Common Stock contained in the
Registrant's  Form 8-A (File No.  000-26467),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and  Rule 12b-15  promulgated  thereunder  on  June 22, 1999 and declared
effective on June 24, 1999, as  incorporated  by reference  from  the  Company's
Registration Statement on Form SB-2 (SEC File No. 333-76169), declared effective
on June 24, 1999.

         (c) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

          ANY  STATEMENT  CONTAINED  IN  THIS  REGISTRATION  STATEMENT,  OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT
TO THE EXTENT THAT A STATEMENT  CONTAINED HEREIN,  OR IN ANY OTHER  SUBSEQUENTLY
FILED  DOCUMENT  WHICH  ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED  BY
REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.



                                        2

<PAGE> 3



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon  Murphy  &  Faucette  LLP,  Washington,  D.C.,  special  counsel  to the
Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Directors  and  officers of the  Registrant  are  indemnified  and held
harmless  against  liability to the fullest  extent  permissible  by the general
corporation  law of  Delaware  as it  currently  exists or as it may be  amended
provided any such amendment  provides  broader  indemnification  provisions than
currently  exists.  This  indemnification  applies to the Board of Directors who
administer the Plan.

         In accordance with the General Corporation Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
------

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,

                                                         3

<PAGE> 4



Officer,  employee or agent and shall  inure to the benefit of the  indemnitee's
heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting  or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that;  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
---------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors, then the liability of a Director of

                                        4

<PAGE> 5



the Corporation  shall be eliminated or limited to the fullest extent  permitted
by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

         The Registrant is also  permitted to maintain  directors' and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
Registrant,  the  Registrant  has  been  informed  that  in the  opinion  of the
Commission  that such  indemnification  is against public policy as expressed in
the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   LIST OF EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

         5           Opinion of Muldoon Murphy & Faucette LLP as to the legality
                     of the Common Stock to be issued.

         10          Greater  Atlantic  Financial Corp. 1997  Stock  Option  and
                     Warrant Plan.1

         23.0        Consent of  Muldoon Murphy & Faucette LLP (contained in the
                     opinion included in Exhibit 5).

         23.1        Consent of BDO Seidman, LLP, Independent Auditor.

         24          Power of Attorney is located on the signature pages.
--------------------------
1  Incorporated herein by reference from the Form SB-2 filed with the Securities
   and Exchange Commission on April 13, 1999, Registration No. 333-76169.



                                        5

<PAGE> 6



ITEM 9.   UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)      To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a post-effective  amendment to this  Registration
                  Statement to:

                  (i)      Include  any Prospectus  required by Section 10(a)(3)
                           of the Securities Act;

                  (ii)     Reflect  in the Prospectus any facts or events which,
                           individually  or  together,  represent  a fundamental
                           change  in   the  information   in  the  Registration
                           Statement.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if  the  total  dollar value  of  securities offered
                           would  not exceed that which  was registered) and any
                           deviation from the low or high  end of  the estimated
                           maximum  offering  range may be reflected in the form
                           of  prospectus  filed  with  the  Commission pursuant
                           to  Rule  424(b) if, in the aggregate, the changes in
                           volume  and price represent no more than a 20 percent
                           change  in  the  maximum aggregate offering price set
                           forth  in the "Calculation of Registration Fee" table
                           in the effective registration statement; and

                  (iii)    Include   any   additional   or   changed    material
                           information   on  the   plan  of   distribution   not
                           previously disclosed in the Registration Statement or
                           any  material  change  to  such  information  in  the
                           Registration   Statement   unless   the   information
                           required  by (i) and (ii) is  contained  in  periodic
                           reports filed by the  Registrant  pursuant to Section
                           13 or 15(d) of the Exchange Act that are incorporated
                           by reference into this Registration Statement.

         (2)      For  determining  liability under the Securities Act, to treat
                  each post-effective  amendment as a new Registration Statement
                  of the securities offered,  and the offering of the securities
                  at that time to be the initial bona fide offering thereof.

         (3)      To file a post-effective amendment to remove from registration
                  any of the  securities  that  remain  unsold at the end of the
                  Offering.

         (4)      That,  for purposes of  determining  any  liability  under the
                  Securities Act, each filing of the  Registrant's or the Plan's
                  annual  report  pursuant  to  Section  13(a)  or  15(d) of the
                  Exchange  Act  that  is   incorporated  by  reference  in  the
                  Registration   Statement   shall  be   deemed   to  be  a  new
                  Registration  Statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to  trustees,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  Securities  Act  will be  governed  by the  final
adjudication of such issue.

                                        6

<PAGE> 7



                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act,  Greater  Atlantic
Financial  Corp.,  certifies that it has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Reston, Virginia, on January 30, 2002.

                                   GREATER ATLANTIC FINANCIAL CORP.



                                   By:  /s/Carroll E. Amos
                                        --------------------------------------
                                        Carroll E. Amos
                                        President, Chief Executive Officer and
                                        Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr.  Amos)  constitutes  and appoints  Carroll E. Amos and Mr.
Amos hereby  constitutes  and  appoints  Charles W.  Calomiris,  as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him (or her) and in his name,  place and stead,  in any and
all  capacities  to sign any or all  amendments  to the  Form  S-8  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith,  with the U.S.  Securities  and Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


      Name                           Title                            Date
      ----                           -----                            ----

/s/Carroll E. Amos         President and Chief Executive        January 30, 2002
-------------------------  Officer
Carroll E. Amos            (Principal Executive Officer)



/s/Charles W. Calomiris    Chairman of the Board of             January 30, 2002
-------------------------  Directors
Charles W. Calomiris


/s/David E. Ritter         Chief Financial Officer              January 30, 2002
-------------------------  (Principal Accounting and
David E. Ritter            Financial Officer)



                                        7

<PAGE> 8



/s/Jeffrey M. Gitelman     Director                             January 30, 2002
-------------------------
Jeffrey M. Gitelman



/s/James B. Vito           Director                             January 30, 2002
-------------------------
James B. Vito



/s/Jeffrey W. Ochsman      Director                             January 30, 2002
-------------------------
Jeffrey W. Ochsman



/s/Paul J. Cinquegrana     Director                             January 30, 2002
-------------------------
Paul J. Cinquegrana






                                        8

<PAGE> 9

<TABLE>
<CAPTION>


                                                          EXHIBIT INDEX
                                                          -------------                                                Sequentially
                                                                                                                        Numbered
                                                                                                                          Page
   Exhibit No.           Description                       Method of Filing                                              Location
-----------------        --------------------------        ---------------------------------------------------        -------------

      <S>                <C>                               <C>                                                          <C>
        5                Opinion of MM&F                   Filed herewith.
       10                Greater Atlantic                  Incorporated herein by reference from Form SB-2              --
                         Financial Corp. 1997              filed with the Securities and exchange Commission
                         Stock Option and                  on April 13, 1999, Registration No. 333-76169.
                         Warrant Plan
      23.0               Consent of MM&F                   Contained in Exhibit 5.
      23.1               Consent of BDO                    Filed herewith.
                         Seidman, LLP
       24                Power of Attorney                 Located on the signature page.                               --

</TABLE>











                                                         9
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1

    As filed with the Securities and Exchange Commission on February 6, 2002
                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                        GREATER ATLANTIC FINANCIAL CORP.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                                       54-1873112
(state or other jurisdiction of                              (IRS Employer
incorporation or organization)                             Identification No.)

                      10700 PARKRIDGE BOULEVARD, SUITE P50
                             RESTON, VIRGINIA 20191
                                 (703) 391-1300
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        GREATER ATLANTIC FINANCIAL CORP.
                       1997 STOCK OPTION AND WARRANT PLAN
                            (Full Title of the Plan)
                         ______________________________

Carroll E. Amos                                   Copies to:
President, Chief Executive Officer                George W. Murphy, Jr., Esquire
and Director                                      Suzanne A. Walker, Esquire
Greater Atlantic Financial Corp.                  Muldoon Murphy & Faucette LLP
10700 Parkridge Boulevard, Suite P50              5101 Wisconsin Avenue, N.W.
Reston, Virginia 20191                            Washington, DC  20016
(703) 391-1300                                    (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

   Approximate date of commencement of proposed sale to public: As soon as
       practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
CALCULATION OF REGISTRATION FEE

                                                                     Proposed               Proposed Maximum           Amount of
     Title of Securities To Be             Amount To Be          Maximum Offering          Aggregate Offering         Registration
             Registered                  Registered(1)(2)       Price Per Share(3)                Price                   Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per          225,000 shares               $6.30                   $1,417,500                 $131
share:  Issuable upon exercise of
outstanding options granted under
the Plan
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per          94,685 shares                $7.50                    $710,138                  $ 66
share:  Issuable upon exercise of
outstanding warrants under the Plan
-----------------------------------------------------------------------------------------------------------------------------------
Total                                     319,685 shares                                       $2,127,638                 $197

-----------------------------------------------------------------------------------------------------------------------------------
---------------------
(1) The  shares of common stock set forth in the Calculation of Registration Fee
table  and which may be offered pursuant to this Registration Statement include,
pursuant  to  Rule  416  under  the  Securities  Act  of  1933,  as amended (the
"Securities Act"), such additional number of  shares of the  Registrant's common
stock   as  may  be  offered  or  issued  as a result of any stock splits, stock
dividends or similar transactions.
(2) For    the  sole  purpose of calculating the registration fee, the number of
shares to  be registered  under this Registration Statement has been broken down
into  two  subtotals.
(3) Estimated  in  accordance with Rule 457(h) of the Securities Act solely  for
the  purpose of  calculating  the registration fee based on the weighted average
exercise price of the outstanding options and warrants.

This  Registration Statement  shall become  effective immediately upon filing in
accordance  with  Section  8(a) of the  Securities Act and 17 C.F.R. ss.230.462.
2

GREATER ATLANTIC FINANCIAL CORP.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Items 1 & 2. The document  containing the information  for the Greater  Atlantic
Financial  Corp.  (the  "Company"  or the  "Registrant")  1997 Stock  Option and
Warrant Plan (the "Plan") required by Part I of the Registration  Statement will
be sent or given to the participants in the Plan as specified by Rule 428(b)(1).
The  document is not filed with the  Securities  and  Exchange  Commission  (the
"SEC")  either as a part of this  Registration  Statement or as a prospectus  or
prospectus supplement pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this Registration Statement:

         (a) The Form  10-KSB, Annual Report,  filed by the  Registrant  for the
fiscal year ended  September 30, 2001 (File No.  000-26467),  which includes the
consolidated  statements of financial  condition of Greater  Atlantic  Financial
Corp.  and  Subsidiaries  as of  September  30,  2001 and 2000,  and the related
consolidated  statements  of  operations,  comprehensive  income,  stockholders'
equity,  and cash flows for the years then ended, filed with the SEC on December
10, 2001.

         (b) The description of the  Registrant's  Common Stock contained in the
Registrant's  Form 8-A (File No.  000-26467),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and  Rule 12b-15  promulgated  thereunder  on  June 22, 1999 and declared
effective on June 24, 1999, as  incorporated  by reference  from  the  Company's
Registration Statement on Form SB-2 (SEC File No. 333-76169), declared effective
on June 24, 1999.

         (c) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

          ANY  STATEMENT  CONTAINED  IN  THIS  REGISTRATION  STATEMENT,  OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT
TO THE EXTENT THAT A STATEMENT  CONTAINED HEREIN,  OR IN ANY OTHER  SUBSEQUENTLY
FILED  DOCUMENT  WHICH  ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED  BY
REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

                                        2
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon  Murphy  &  Faucette  LLP,  Washington,  D.C.,  special  counsel  to the
Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Directors  and  officers of the  Registrant  are  indemnified  and held
harmless  against  liability to the fullest  extent  permissible  by the general
corporation  law of  Delaware  as it  currently  exists or as it may be  amended
provided any such amendment  provides  broader  indemnification  provisions than
currently  exists.  This  indemnification  applies to the Board of Directors who
administer the Plan.

         In accordance with the General Corporation Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
------

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,

                                                         3
4

Officer,  employee or agent and shall  inure to the benefit of the  indemnitee's
heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting  or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that;  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
---------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors, then the liability of a Director of

                                        4
5

the Corporation  shall be eliminated or limited to the fullest extent  permitted
by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

         The Registrant is also  permitted to maintain  directors' and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
Registrant,  the  Registrant  has  been  informed  that  in the  opinion  of the
Commission  that such  indemnification  is against public policy as expressed in
the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   LIST OF EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

         5           Opinion of Muldoon Murphy & Faucette LLP as to the legality
                     of the Common Stock to be issued.

         10          Greater  Atlantic  Financial Corp. 1997  Stock  Option  and
                     Warrant Plan.1

         23.0        Consent of  Muldoon Murphy & Faucette LLP (contained in the
                     opinion included in Exhibit 5).

         23.1        Consent of BDO Seidman, LLP, Independent Auditor.

         24          Power of Attorney is located on the signature pages.
--------------------------
1  Incorporated herein by reference from the Form SB-2 filed with the Securities
   and Exchange Commission on April 13, 1999, Registration No. 333-76169.

                                        5
6

ITEM 9.   UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)      To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a post-effective  amendment to this  Registration
                  Statement to:

                  (i)      Include  any Prospectus  required by Section 10(a)(3)
                           of the Securities Act;

                  (ii)     Reflect  in the Prospectus any facts or events which,
                           individually  or  together,  represent  a fundamental
                           change  in   the  information   in  the  Registration
                           Statement.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if  the  total  dollar value  of  securities offered
                           would  not exceed that which  was registered) and any
                           deviation from the low or high  end of  the estimated
                           maximum  offering  range may be reflected in the form
                           of  prospectus  filed  with  the  Commission pursuant
                           to  Rule  424(b) if, in the aggregate, the changes in
                           volume  and price represent no more than a 20 percent
                           change  in  the  maximum aggregate offering price set
                           forth  in the "Calculation of Registration Fee" table
                           in the effective registration statement; and

                  (iii)    Include   any   additional   or   changed    material
                           information   on  the   plan  of   distribution   not
                           previously disclosed in the Registration Statement or
                           any  material  change  to  such  information  in  the
                           Registration   Statement   unless   the   information
                           required  by (i) and (ii) is  contained  in  periodic
                           reports filed by the  Registrant  pursuant to Section
                           13 or 15(d) of the Exchange Act that are incorporated
                           by reference into this Registration Statement.

         (2)      For  determining  liability under the Securities Act, to treat
                  each post-effective  amendment as a new Registration Statement
                  of the securities offered,  and the offering of the securities
                  at that time to be the initial bona fide offering thereof.

         (3)      To file a post-effective amendment to remove from registration
                  any of the  securities  that  remain  unsold at the end of the
                  Offering.

         (4)      That,  for purposes of  determining  any  liability  under the
                  Securities Act, each filing of the  Registrant's or the Plan's
                  annual  report  pursuant  to  Section  13(a)  or  15(d) of the
                  Exchange  Act  that  is   incorporated  by  reference  in  the
                  Registration   Statement   shall  be   deemed   to  be  a  new
                  Registration  Statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to  trustees,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  Securities  Act  will be  governed  by the  final
adjudication of such issue.

                                        6
7

                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act,  Greater  Atlantic
Financial  Corp.,  certifies that it has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Reston, Virginia, on January 30, 2002.

                                   GREATER ATLANTIC FINANCIAL CORP.

                                   By:  /s/Carroll E. Amos
                                        --------------------------------------
                                        Carroll E. Amos
                                        President, Chief Executive Officer and
                                        Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr.  Amos)  constitutes  and appoints  Carroll E. Amos and Mr.
Amos hereby  constitutes  and  appoints  Charles W.  Calomiris,  as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him (or her) and in his name,  place and stead,  in any and
all  capacities  to sign any or all  amendments  to the  Form  S-8  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith,  with the U.S.  Securities  and Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

      Name                           Title                            Date
      ----                           -----                            ----

/s/Carroll E. Amos         President and Chief Executive        January 30, 2002
-------------------------  Officer
Carroll E. Amos            (Principal Executive Officer)

/s/Charles W. Calomiris    Chairman of the Board of             January 30, 2002
-------------------------  Directors
Charles W. Calomiris

/s/David E. Ritter         Chief Financial Officer              January 30, 2002
-------------------------  (Principal Accounting and
David E. Ritter            Financial Officer)

                                        7
8

/s/Jeffrey M. Gitelman     Director                             January 30, 2002
-------------------------
Jeffrey M. Gitelman

/s/James B. Vito           Director                             January 30, 2002
-------------------------
James B. Vito

/s/Jeffrey W. Ochsman      Director                             January 30, 2002
-------------------------
Jeffrey W. Ochsman

/s/Paul J. Cinquegrana     Director                             January 30, 2002
-------------------------
Paul J. Cinquegrana

                                        8
9
EXHIBIT INDEX
                                                          -------------                                                Sequentially
                                                                                                                        Numbered
                                                                                                                          Page
   Exhibit No.           Description                       Method of Filing                                              Location
-----------------        --------------------------        ---------------------------------------------------        -------------
5                Opinion of MM&F                   Filed herewith.
       10                Greater Atlantic                  Incorporated herein by reference from Form SB-2              --
                         Financial Corp. 1997              filed with the Securities and exchange Commission
                         Stock Option and                  on April 13, 1999, Registration No. 333-76169.
                         Warrant Plan
      23.0               Consent of MM&F                   Contained in Exhibit 5.
      23.1               Consent of BDO                    Filed herewith.
                         Seidman, LLP
       24                Power of Attorney                 Located on the signature page.                               --
9