<PAGE> 1

 As filed with the Securities and Exchange Commission on July 12, 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 Identification No.)
incorporation or organization)


                      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. 2002 STOCK OPTION PLAN
                              FOR OUTSIDE DIRECTORS
                            (Full Title of the Plan)
                            ------------------------

CARROLL E. AMOS                           COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     GEORGE W. MURPHY, JR., ESQUIRE
GREATER ATLANTIC FINANCIAL CORP.          SUZANNE A. WALKER, ESQUIRE
10700 PARKRIDGE BOULEVARD, SUITE P50      MULDOON MURPHY & FAUCETTE LLP
RESTON, VIRGINIA 20191                    5101 WISCONSIN AVENUE, N.W.
(703) 391-1300                            WASHINGTON, DC 20016
(Name, address, including zip code, and   (202) 362-0840
telephone number, including area code,
of agent for service)

<TABLE>
<CAPTION>
============================================================================================
 Title of Securities  Amount to be      Proposed Maximum   Proposed Maximum      Amount of
        to be         Registered(1)     Offering Price    Aggregate Offering    Registration
     Registered                           Per Share            Price                Fee
--------------------------------------------------------------------------------------------
  <S>                 <C>               <C>                 <C>                  <C>

   Common Stock        100,000
  $.01 par Value      Shares (2)        $6.60 (3)           $660,000             $61

===========================================================================================
</TABLE>
-------------------------
(1) Together with an  indeterminate  number of  additional  shares  which may be
    necessary to adjust the number of shares  reserved for issuance  pursuant to
    the Greater  Atlantic  Financial  Corp.  2002 Stock  Option Plan for Outside
    Directors  (the  "Plan") as the result of a stock split,  stock  dividend or
    similar  adjustment  of the  outstanding  common  stock of Greater  Atlantic
    Financial Corp. ("Common Stock"), pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the  total  number  of shares currently reserved or available for
    issuance as options pursuant to the Plan.
(3) Estimated  solely  for  the  purpose  of  calculating  the  amount  of   the
    registration  fee. Pursuant to Rule 457(c) under the Securities Act of 1933,
    as amended (the  "Securities  Act"),  the price per share is estimated to be
    $6.60 based upon the average of the high and low price of the Common  Stock,
    as reported on the Nasdaq National Market on July 8, 2002.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF  THE  SECURITIES  ACT OF 1933, AS  AMENDED, AND
17 C.F.R. SECTION 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")  2002 Stock Option Plan for
Outside Directors (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 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-Q report filed by the Registrant for the fiscal quarter
ended December 31, 2001 (File No. 000-26467) filed with the SEC on May 15, 2002.

      (b) 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.

      (c) 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.

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

                                        3

<PAGE> 4



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


                                        4

<PAGE> 5



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. 2002 Stock Option Plan for
               Outside Directors 1

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

      23.1     Consent of BDO Seidman LLP

      24       Power of Attorney is located on the signature pages
--------------------------
1 Incorporated  herein by reference  from  Appendix A to the Proxy  Statement on
  form DEF 14A (SEC 000-26467) filed with the SEC on March 18, 2002.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file,  during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement to:

            (i)   Include any Prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  Reflect in the  Prospectus  any facts or events  arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective amendment thereof) which,

                                        5

<PAGE> 6



                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  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 material  information  with respect to 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 the purpose of determining liability under the Securities Act of
            1933,  each  such  post-effective  amendment  shall be  deemed 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.

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the Offering.

      (4)   That, for purposes of determining any liability under the Securities
            Act of 1933, each filing of the Registrant's or the Plan's annual
            report pursuant to Section 13(a) or 15(d) of the Securities Exchange
            Act of 1934 (and where applicable, each filing of an employee
            benefit plan's report pursuant to Section 15(d) of the Securities
            Exchange Act of 1934) 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 of 1933 may be permitted to directors,  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 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 director,  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 Act will be governed by the final  adjudication  of
such issue.



                                        6

<PAGE> 7



                                   SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act of  1933,  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 Reston, Virginia, on July 11, 2002.

                                       GREATER ATLANTIC FINANCIAL CORP.



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

      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  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 Officer  July 11, 2002
-------------------------   (principal executive officer)
Carroll E. Amos



/s/ Charles W. Calomiris    Chairman of the Board of Directors     July 11, 2002
------------------------
Charles W. Calomiris



/s/ David E. Ritter         Chief Financial Officer
-----------------------     (principal accounting and
David E. Ritter             financial officer)                     July 11, 2002





                                        7

<PAGE> 8



/s/ Jeffrey M. Gitelman          Director                          July 11, 2002
------------------------
Jeffrey M. Gitelman



/s/ James B. Vito                Director                          July 11, 2002
------------------------
James B. Vito



/s/ Jeffrey W. Ochsman           Director                          July 11, 2002
------------------------
Jeffrey W. Ochsman



/s/ Paul J. Cinquegrana          Director                          July 11, 2002
------------------------
Paul J. Cinquegrana



                                        8

<PAGE> 9
<TABLE>
<CAPTION>


                                  EXHIBIT INDEX


                                                                                                      Sequentially
                                                                                                        Numbered
                                                                                                          Page
 Exhibit No.     Description                  Method of Filing                                          Location
------------     ---------------------        --------------------------------------------------      ------------
    <S>          <C>                          <C>

      5          Opinion of Muldoon           Filed herewith.
                 Murphy & Faucette LLP

     10          Greater Atlantic Financial   Incorporated herein by reference from Appendix B
                 Corp. 2002 Stock Option      to the Proxy Statement on form DEF 14A (SEC No.
                 Plan for Outside Directors   000-26467) filed with the SEC on March 18, 2002.

    23.0         Consent of Muldoon           Contained in Exhibit 5.
                 Murphy & Faucette LLP

    23.1         Consent of BDO Seidman       Filed herewith.
                 LLP

     24          Power of Attorney            Located on the signature page.


</TABLE>


                                        9
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{"company-data": {"conformed-name": "GREATER ATLANTIC FINANCIAL CORP", "cik": "0001082735", "assigned-sic": "6036", "irs-number": "541873112", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92342", "film-number": "02702149"}, "business-address": {"street1": "BOX 10700 PARKRIDGE BLVD", "city": "RESTON", "state": "VA", "zip": "20191", "phone": "7033911300"}, "mail-address": {"street1": "BOX 10700 PARKRIDGE BLVD", "city": "RESTON", "state": "VA", "zip": "20191"}}
1

 As filed with the Securities and Exchange Commission on July 12, 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 Identification No.)
incorporation or organization)

                      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. 2002 STOCK OPTION PLAN
                              FOR OUTSIDE DIRECTORS
                            (Full Title of the Plan)
                            ------------------------

CARROLL E. AMOS                           COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     GEORGE W. MURPHY, JR., ESQUIRE
GREATER ATLANTIC FINANCIAL CORP.          SUZANNE A. WALKER, ESQUIRE
10700 PARKRIDGE BOULEVARD, SUITE P50      MULDOON MURPHY & FAUCETTE LLP
RESTON, VIRGINIA 20191                    5101 WISCONSIN AVENUE, N.W.
(703) 391-1300                            WASHINGTON, DC 20016
(Name, address, including zip code, and   (202) 362-0840
telephone number, including area code,
of agent for service)
============================================================================================
 Title of Securities  Amount to be      Proposed Maximum   Proposed Maximum      Amount of
        to be         Registered(1)     Offering Price    Aggregate Offering    Registration
     Registered                           Per Share            Price                Fee
--------------------------------------------------------------------------------------------
Common Stock        100,000
  $.01 par Value      Shares (2)        $6.60 (3)           $660,000             $61

===========================================================================================
-------------------------
(1) Together with an  indeterminate  number of  additional  shares  which may be
    necessary to adjust the number of shares  reserved for issuance  pursuant to
    the Greater  Atlantic  Financial  Corp.  2002 Stock  Option Plan for Outside
    Directors  (the  "Plan") as the result of a stock split,  stock  dividend or
    similar  adjustment  of the  outstanding  common  stock of Greater  Atlantic
    Financial Corp. ("Common Stock"), pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the  total  number  of shares currently reserved or available for
    issuance as options pursuant to the Plan.
(3) Estimated  solely  for  the  purpose  of  calculating  the  amount  of   the
    registration  fee. Pursuant to Rule 457(c) under the Securities Act of 1933,
    as amended (the  "Securities  Act"),  the price per share is estimated to be
    $6.60 based upon the average of the high and low price of the Common  Stock,
    as reported on the Nasdaq National Market on July 8, 2002.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF  THE  SECURITIES  ACT OF 1933, AS  AMENDED, AND
17 C.F.R. SECTION 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")  2002 Stock Option Plan for
Outside Directors (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 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-Q report filed by the Registrant for the fiscal quarter
ended December 31, 2001 (File No. 000-26467) filed with the SEC on May 15, 2002.

      (b) 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.

      (c) 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.

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

                                        3
4

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

                                        4
5

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. 2002 Stock Option Plan for
               Outside Directors 1

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

      23.1     Consent of BDO Seidman LLP

      24       Power of Attorney is located on the signature pages
--------------------------
1 Incorporated  herein by reference  from  Appendix A to the Proxy  Statement on
  form DEF 14A (SEC 000-26467) filed with the SEC on March 18, 2002.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file,  during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement to:

            (i)   Include any Prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  Reflect in the  Prospectus  any facts or events  arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective amendment thereof) which,

                                        5
6

                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  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 material  information  with respect to 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 the purpose of determining liability under the Securities Act of
            1933,  each  such  post-effective  amendment  shall be  deemed 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.

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the Offering.

      (4)   That, for purposes of determining any liability under the Securities
            Act of 1933, each filing of the Registrant's or the Plan's annual
            report pursuant to Section 13(a) or 15(d) of the Securities Exchange
            Act of 1934 (and where applicable, each filing of an employee
            benefit plan's report pursuant to Section 15(d) of the Securities
            Exchange Act of 1934) 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 of 1933 may be permitted to directors,  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 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 director,  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 Act will be governed by the final  adjudication  of
such issue.

                                        6
7

                                   SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act of  1933,  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 Reston, Virginia, on July 11, 2002.

                                       GREATER ATLANTIC FINANCIAL CORP.

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

      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  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 Officer  July 11, 2002
-------------------------   (principal executive officer)
Carroll E. Amos

/s/ Charles W. Calomiris    Chairman of the Board of Directors     July 11, 2002
------------------------
Charles W. Calomiris

/s/ David E. Ritter         Chief Financial Officer
-----------------------     (principal accounting and
David E. Ritter             financial officer)                     July 11, 2002

                                        7
8

/s/ Jeffrey M. Gitelman          Director                          July 11, 2002
------------------------
Jeffrey M. Gitelman

/s/ James B. Vito                Director                          July 11, 2002
------------------------
James B. Vito

/s/ Jeffrey W. Ochsman           Director                          July 11, 2002
------------------------
Jeffrey W. Ochsman

/s/ Paul J. Cinquegrana          Director                          July 11, 2002
------------------------
Paul J. Cinquegrana

                                        8
9
EXHIBIT INDEX

                                                                                                      Sequentially
                                                                                                        Numbered
                                                                                                          Page
 Exhibit No.     Description                  Method of Filing                                          Location
------------     ---------------------        --------------------------------------------------      ------------
5          Opinion of Muldoon           Filed herewith.
                 Murphy & Faucette LLP

     10          Greater Atlantic Financial   Incorporated herein by reference from Appendix B
                 Corp. 2002 Stock Option      to the Proxy Statement on form DEF 14A (SEC No.
                 Plan for Outside Directors   000-26467) filed with the SEC on March 18, 2002.

    23.0         Consent of Muldoon           Contained in Exhibit 5.
                 Murphy & Faucette LLP

    23.1         Consent of BDO Seidman       Filed herewith.
                 LLP

     24          Power of Attorney            Located on the signature page.
9