SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant |X|
Filed by a party other than the registrant |_|

Check the appropriate box:
|_| Preliminary proxy statement
|_| Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Section 240.14a-12

GREATER ATLANTIC FINANCIAL CORP.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
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(4) Date Filed:
N/A
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GREATER ATLANTIC FINANCIAL CORP.
10700 PARKRIDGE BOULEVARD
RESTON, VIRGINIA 20191
(703) 391-1300

January 28, 2005

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Greater Atlantic Financial Corp. (the "Company") to be
held at the Holiday Inn, Tysons Corner, 1960 Chain Bridge Road, McLean,
Virginia, on Wednesday, March 2, 2005, at 10:00 a.m.

The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of BDO
Seidman, LLP, the Company's independent auditors, will be present to respond to
appropriate questions of shareholders.

Detailed information concerning the financial condition of the Company
and the results of operations for the fiscal year ended September 30, 2004, is
contained in the 2004 Annual Report to Stockholders which accompanies the Proxy
Statement.

We hope you will be able to attend the Annual Meeting in person.
Whether or not you expect to attend, we urge you to sign, date and return the
enclosed proxy card so that your shares will be represented.

On behalf of the Board of Directors and all of the employees of the
Company, I wish to thank you for your support and interest. I look forward to
seeing you at the Annual Meeting.

Sincerely,

/s/ Carroll E. Amos

Carroll E. Amos
President and Chief Executive Officer

GREATER ATLANTIC FINANCIAL CORP.
10700 PARKRIDGE BOULEVARD, SUITE P50
RESTON, VIRGINIA 20191
-------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 2, 2005
-------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Greater Atlantic Financial Corp. (the "Company") will be
held at the Holiday Inn, Tysons Corner, 1960 Chain Bridge Road, McLean,
Virginia, on Wednesday, March 2, 2005, at 10:00 a.m. Eastern time.

A Proxy Statement and proxy card for the Annual Meeting are enclosed.
The Annual Meeting is being held for the purpose of considering and voting upon
the following matters:

1. The election of three directors for terms of three years, each.

Such other matters as may properly come before the Annual Meeting
and at any adjournments thereof.

Pursuant to the Bylaws of the Company, the Board of Directors has fixed
January 14, 2005, as the voting record date for determining stockholders
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof. Only holders of the common stock of the Company as of the close of
business on that date will be entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof. In the event there are not sufficient votes
for a quorum or to approve or ratify any of the foregoing proposals at the time
of the Annual Meeting, the Company may adjourn the Annual Meeting in order to
permit further solicitation of proxies by the Company. A list of stockholders
entitled to vote at the Annual Meeting will be available at 10700 Parkridge
Boulevard, Suite P50, Reston, Virginia 20191 for a period of ten days prior to
the Annual Meeting and will also be available for inspection at the Annual
Meeting.

By Order of the Board of Directors

/s/ Laurel L. Mitchell

Laurel L. Mitchell
Secretary

Reston, Virginia
January 28, 2005

EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE ANNUAL
MEETING, IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT
DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

GREATER ATLANTIC FINANCIAL CORP.
10700 PARKRIDGE BOULEVARD, SUITE P50
RESTON, VIRGINIA 20191
(703) 391-1300

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
MARCH 2, 2005

SOLICITATION AND VOTING OF PROXIES

This Proxy Statement is being furnished to stockholders of Greater
Atlantic Financial Corp. (the "Company") by the Board of Directors in connection
with the solicitation of proxies by the Board of Directors for use at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, March 2,
2005, at 10:00 a.m., Eastern time, at the Holiday Inn, Tysons Corner, 1960 Chain
Bridge Road, McLean, Virginia, and at any adjournments thereof. The 2004 Annual
Report to Stockholders, containing the consolidated financial statements for the
fiscal year ended September 30, 2004, and a proxy card accompany this Proxy
Statement which is first being mailed to stockholders on or about January 28,
2005.

Regardless of the number of shares of common stock owned, it is
important that stockholders be represented by proxy or be present in person at
the Annual Meeting. Stockholders are requested to vote by completing the
enclosed proxy card and returning it, signed and dated, in the enclosed
postage-paid envelope. Stockholders are urged to indicate the way they wish to
vote in the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN
THEREON. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED FOR
THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.

The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.

A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
The cost of solicitation of proxies in the form enclosed herewith will be borne
by the Company. Proxies may also be solicited personally or by mail, telephone,
or telegraph by the Company's directors, officers and regular employees, without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.

-2-

VOTING SECURITIES AND RECORD DATE

The securities which may be voted at this Annual Meeting consist of
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), with each share entitling its owner to one vote on each matter to be
voted on at the Annual Meeting. There is no cumulative voting for the election
of directors.

The close of business on January 14, 2005, has been fixed by the Board
of Directors as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. The total number of shares of the Company's Common Stock
outstanding on the Record Date was 3,012,434.

The presence, in person or by proxy, of at least a majority of the
total number of shares of Common Stock outstanding and entitled to vote is
necessary to constitute a quorum at the Annual Meeting. In the event there are
not sufficient votes for a quorum, at the time of the Annual Meeting, or to
approve or ratify any matter being presented, the Annual Meeting may be
adjourned in order to permit the further solicitation of proxies.

As to the election of Directors, the proxy card being provided by the
Board of Directors enables a shareholder to vote "FOR" the election of the
nominees proposed by the Board, or to "WITHHOLD AUTHORITY" to vote for one or
more of the nominees being proposed. Under Delaware law and the Company's
Certificate of Incorporation and Bylaws, directors are elected by a plurality of
votes cast, without regard to either (i) broker non-votes, or (ii) proxies as to
which authority to vote for the nominee being proposed is withheld.

As to other matters that may properly come before the Annual Meeting,
by checking the appropriate box, a shareholder may, (i) vote "FOR" the item;
(ii) vote "AGAINST" the item; or (iii) ABSTAIN from voting on such item. Under
the Company's Certificate of Incorporation and Bylaws, other matters will be
determined by a majority of the votes cast affirmatively or negatively, without
regard to (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to that
matter unless otherwise required by law.

Proxies solicited hereby will be returned to the Company, and will be
tabulated by an inspector of election designated by the Board, who will not be a
director of the Company or any of its affiliates.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Persons and groups owning in excess of five percent of the Company's
Common Stock are required to file certain reports regarding such ownership with
the Company and with the Securities and Exchange Commission ("SEC"), in
accordance with the Securities Exchange Act of 1934 (the "Exchange Act").

-3-

The following table sets forth information regarding persons known to
be beneficial owners of more than five percent of the Company's outstanding
Common Stock as of January 14, 2005.

Amount and Nature of
Name and Address Beneficial Percent
Title of Class of Beneficial Owner Ownership of Class
- ------------------------- ------------------------------------ -------------------------- -------------------

Common Stock Charles W. Calomiris
251 Fox Meadow Road 176,807 shares(1)(2) 5.87%
Scarsdale, New York 10583

Common Stock Robert I. Schattner, DDS
121 Congressional Lane 427,396 shares(1)(3) 14.19%
Rockville, MD 20852

Common Stock The Ochsman Children Trust
1650 Tysons Boulevard 238,597 shares(1)(4) 7.92%
McLean, VA 22102

Common Stock George W. Calomiris
4848 Upton Street, N.W. 199,715 shares(5) 6.43%
Washington, DC 20016

Common Stock Jenifer Calomiris
4919 Upton Street, N.W. 190,438 shares(6) 6.14%
Washington, D.C. 20016

Common Stock Katherine Calomiris Tompros
5100 Van Ness Street, N.W. 190,638 shares(7) 6.15%
Washington, D.C. 20016

- -----------------
(1) Does not include presently exercisable warrants to purchase 9,166, 20,000
and 13,334 shares held, respectively, by Charles W. Calomiris, Dr.
Schattner, and The Ochsman Children Trust under the Greater Atlantic
Financial Corp. 1997 Stock Option Plan, or shares of preferred securities
presently convertible into 114,841, 330,099 and 69,545 shares of common
stock held, respectively, by Charles W. Calomiris Dr. Schattner and the
Ochsman Children Trust.
(2) The information furnished is derived from a Schedule 13D filed by Charles
W. Calomiris on July 25, 2003, and a Form 4 filed on July 24, 2003.
(3) The information furnished is derived from a Schedule 13D and a Form 4
filed by Robert I Schattner filed on December 10, 2002.
(4) The information furnished is derived from a Schedule 13D filed by The
Ochsman Children Trust on April 9, 2002.
(5) Includes presently exercisable warrants to purchase 9,167 shares and
shares of preferred securities presently convertible into 85,754 shares
of common stock held by George W. Calomiris. The information furnished is
derived from a Schedule 13D filed by George Calomiris on December 7,
2004.
(6) Includes presently exercisable warrants to purchase 9,167 shares and
shares of preferred securities presently convertible into 79,747 shares
of common stock held by Jenifer Calomiris. The information furnished is
derived from a Schedule 13D filed by Jenifer Calomiris on March 21, 2003.
(7) Includes presently exercisable warrants to purchase 9,167 shares and
shares of preferred securities presently convertible into 79,747 shares
of common stock held by Katherine Calomiris Tompros. The information
furnished is derived from a Schedule 13D filed by Katherine Calomiris
Tompros on March 21, 2003.

-4-

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

The Board of Directors currently consists of seven directors and is
divided into three classes. Each of the seven members of the Board of Directors
of the Company also serves on the Board of Directors of Greater Atlantic Bank
(the "Bank"). Directors are elected for classified terms of three years, each,
with the term of office of only one class of directors expiring in each year.
Directors serve until their successors are elected and qualified.

The names of the three nominees for election to the Board of Directors
are set forth below, along with certain other information concerning those
individuals and the other members of the Board as of January 14, 2005.
Management believes that each nominee will stand for election and will serve as
a director if elected. However, if a person nominated by the Board of Directors
fails to stand for election or is unable to accept election, the proxies will be
voted for the election of another person recommended by the Board of Directors.
UNLESS AUTHORITY TO VOTE FOR A DIRECTOR IS WITHHELD, IT IS INTENDED THAT THE
SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND RETURNED, WILL BE
VOTED FOR THE ELECTION OF EACH OF THE NOMINEES PROPOSED BY THE BOARD OF
DIRECTORS.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES NAMED
IN THIS PROXY STATEMENT.

INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS AND EXECUTIVE
OFFICERS

The following table sets forth, as of January 14, 2005, the names of
the nominees, the continuing directors, and the executive officers of the
Company as well as their ages; a brief description of their recent business
experience, including present occupations and employment; certain directorships
held by each; the year in which each became a director of the Company and the
year in which his term as director of the Company expires. This table also sets
forth the amount of Common Stock and the percent thereof beneficially owned as
of the Record Date by each director and all directors and executive officers as
a group as of the Record Date.

-5-
8

Expiration Shares of Ownership as
Name and Principal of Common Stock a
Occupation at Present Director Term as Beneficially Percent of
and for Past Five Years Age Since(1) Director Owned(1) Class
- --------------------------------------------- ------ ---------- ------------ ------------------- -----------------
NOMINEES:

Charles W. Calomiris, Chairman of the 47 2001 2005 176,807(2)(3) 5.87%
Board of the Company, is the Henry Kaufman
Professor of Finance and Economics at the
Columbia University Graduate School of
Business.

Carroll E. Amos, President and Chief 57 1997 2005 44,060(4) 1.46%
Executive Officer of the Company, is
a private investor who until 1996
served as President and Chief
Executive Officer of 1st Washington
Bancorp and Washington Federal
Savings Bank.

James B. Vito is Managing General 79 1998 2005 76,942(2) 2.32%
Partner, James Properties, engaged in the
sale and management of property.

CONTINUING DIRECTORS:

Paul J. Cinquegrana is a Principal of 63 1997 2006 52,134(2) 1.73%
Washington Securities Corporation, a stock
and bond brokerage firm.

Jeffrey W. Ochsman is an attorney and 52 1999 2006 500 *
partner of the law firm of Friedlander,
Misler, Sloan, Kletzkin & Ochsman, PLLC.

Jeffrey M. Gitelman, D.D.S., is an Oral 60 1997 2007 84,913(2) 2.82%
Surgeon and the owner of Jeffrey M.
Gitelman - D.D.S., P.C.

Sidney M. Bresler is a Director, Chief 50 2003 2007 500 *
Executive Officer and Chief Operating
Officer of Bresler & Reiner, Inc. engaged
in residential land development and
construction and rental property ownership
and management.

-6-

Shares of
Name and Principal Common Stock
Occupation at Present Beneficially Ownership as A
and for Past Five Years Age Owned(1) Percent of Class
- --------------------------------------------- ------ ------------------- -------------------

EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS:

David E. Ritter joined the Bank and the 54 300(4) *
Company as a Senior Vice President and
Chief Financial Officer in 1998.

Laurel L. Mitchell joined the Bank and 46
Company as Corporate Secretary in
October, 1999, after two years as an
Executive Assistant with Collier,
Shannon, Rill & Scott, PLLC, a
Washington, D.C. law firm.

All directors and executive officers as 436,156 14.48%
a group (eight persons)(3)

- -------------------------------------
(1) Each person effectively exercises sole voting or dispositive power as to
shares reported.
(2) Does not include presently exercisable warrants to purchase 9,166, 3,334,
3,334, and 2,000 shares, respectively, held by Messrs. Calomiris, Gitelman,
Cinquegrana, and Vito under the Greater Atlantic Financial Corp. 1997 Stock
Option Plan, or shares of preferred securities presently convertible into
114,841, 33,874, 23,500, 17,387, and 6,431 shares of common stock held,
respectively, by Messrs. Calomiris, Vito, Cinquegrana, Gitelman and Amos.
(3) Includes 128,727 shares held directly, 10,000 shares held by his spouse and
38,080 shares held as custodian for minor children.
(4) Does not include presently exercisable options to purchase 75,000 shares
granted to Mr. Amos or 18,000 granted to Mr. Ritter under the Greater
Atlantic Financial Corp. 1997 Stock Option and Warrant Plan.
* Does not exceed 1.0% of the Company's Common Stock.

-7-

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF THE COMPANY

The Board of Directors of the Company conducts its business through
meetings of the Board and through the activities of its committees. The Board of
Directors of the Company meets monthly and may have additional meetings as
needed. The Board of Directors of the Company, held 12 meetings in 2004. All of
the directors of the Company attended at least 75% in the aggregate of the total
number of the Company's board meetings held and committee meetings on which such
director served during fiscal 2004.

The Board of Directors of the Company maintains committees, the nature
and composition of which are described below:

The Executive Committee consists of Messrs. Calomiris, Cinquegrana and
Amos. The purpose of this Committee is to review matters pertaining to
day-to-day operations, including the review of operational policies and
procedures and to consider loan applications. This Committee meets monthly. This
Committee met 13 times during fiscal 2004.

The Board of Directors of the Company has an Audit Committee, currently
consisting of four outside Directors of the Company, Messrs. Ochsman (Chairman),
Cinquegrana, Gitelman, and Vito, each of whom qualifies as an independent
director. This Committee is responsible for selecting, evaluating and engaging
the independent accountants, administering the engagement of the independent
auditors and otherwise assisting the Board in fulfilling its responsibility to
the shareholders relating to corporate accounting, auditing functions, internal
controls, reporting practices and the quality and integrity of the financial
reports of the Company. No current member of the Audit Committee qualifies as an
"audit committee financial expert" as defined in the rules of the Securities and
Exchange Commission. The Company is currently seeking an additional director who
will qualify as an "audit committee financial expert," but has not found a
qualified candidate who is willing to serve in that capacity. For further
information, please see the Report of the Audit Committee, INFRA. This Committee
held 7 meetings in fiscal 2004.

Prior to 2005, the Company did not have a separately designated
standing Nominating Committee. For the 2005 Annual Meeting, the Board of
Directors established a Nominating/ Corporate Governance Committee and adopted a
Charter for that Committee. A copy of the Charter of the Nominating/ Corporate
Governance Committee is attached as Appendix A to this proxy statement. For
2005, the Nominating/ Corporate Governance Committee is composed of the three
independent directors, Messrs. Cinquegrana, Ochsman and Gitelman, who are not
nominees. While the Nominating/ Corporate Governance Committee will consider
nominees recommended by stockholders, it has not actively solicited
recommendations from stockholders. Nominations by stockholders should be
submitted to the Secretary of the Company and must comply with certain
procedural and informational requirements set forth in the Company's Bylaws. See
"Advance Notice of Business to be Conducted at an Annual Meeting." The
Nominating Committee met on January 5, 2005.

The Company maintains a standing Compensation Committee which is
responsible for Executive Compensation and, in 2004, consisted of Directors
Ochsman, Vito and Gitelman. The Committee establishes compensation for the chief
executive officer and reviews compensation for other officers and employees. The
Compensation Committee did not meet during 2004.

-8-

DIRECTORS' COMPENSATION

FEES. Since the formation of the Company, the executive officers,
directors and other personnel have been compensated for services by the Bank and
have not received additional remuneration from the Company. Beginning on October
1, 1998, the Chairman was made a salaried officer of the Bank and the Company
and in those capacities received compensation at the rate of $3,000 per month.
Since January 1, 2003, each outside directors of the Bank has received $750 for
each Board meeting and $350 for each committee meeting attended.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth the cash
compensation paid by the company for services rendered in all capacities during
the fiscal years ended September 30, 2004, 2003 and 2002, to the Chief Executive
Officer, the only executive officer of the company who received salary and bonus
in excess of $100,000 ("Named Executive Officers").

Securities
Name and Principal Underlying
Position Fiscal Year Salary Bonus Options
--------------------------- ------------ ------------ ------------ --------------

Carroll E. Amos, 2004 $182,000 $ - 75,000
President and Chief 2003 $177,850 $ - 65,000
Executive Officer 2002 $162,950 $ - 65,000

For 2004, 2003 and 2002, there were no (a) perquisites over the lesser
of $50,000 or 10% of the Chief Executive Officer's total salary and bonus for
the year; (b) payments of above-market preferential earnings on deferred
compensation; (c) payments of earnings with respect to long-term incentive plans
prior to settlement or maturation; (d) tax payment reimbursements; or (e)
preferential discounts on stock.

1997 INCENTIVE STOCK OPTION AND WARRANT PLAN. Under the Greater
Atlantic Financial Corp. 1997 Stock Option and Warrant Plan (the "Option Plan"),
which was ratified by shareholders in 1997 and amended in 2000 and 2002, options
are granted to employees at the discretion of a committee comprised of
disinterested directors who administer the plan.

-9-

OPTIONS GRANTED IN LAST FISCAL YEAR. The following table sets forth
information concerning the grant of stock options to the Chief Executive Officer
during the fiscal year ended September 30, 2004.

Individual Grants
------------------------------------------------------------------------------------
Percent of Potential realizable
Total value at assumed
Number of Options annual rates of stock
Securities Granted to price appreciation for
Underlying Employees Exercise option term (2)
Options in Fiscal Price (per Expiration -------------------------
Name Granted (1) Year share) Date 5% 10%
----------------------- --------------- ------------- ------------- ------------- ------------ -----------

Carroll E. Amos 10,000 27.78% $8.50 10/20/13 $124,773 $198,681

- ----------------------
(1) These Options vest immediately on the date of grant

(2) The dollar gains under these columns result from calculations required
by the SEC's rules and are not intended to forecast future price
appreciation of the Common Stock of the Company. It is important to
note that options have value to the listed executive only if the stock
price increases above the exercise price shown in the table during the
effective option period. In order for the listed executive to realize
the potential values set for the in the 5% and 10% columns in the
table, the price per share of the Common Stock would be approximately
$12.48 and $19.87, respectively, as of the expiration of the options.

AGGREGATED OPTION EXERCISE/VALUE TABLE. The following table provides
certain information with respect to the number of shares of Common Stock
represented by outstanding stock options held by the Chief Executive Officer as
of September 30, 2004. Also reported are the values for "in-the-money" options
which represent the positive spread between the exercise price of any such
existing stock options and the price of the Common Stock as of the end of the
fiscal year on September 30, 2004. At the Record Date, options for 75,000 shares
of Common Stock were exercisable by Mr. Amos.

Fiscal Year-End Options/SAR Values
--------------------------------------------------------------
Number of Securities
Underlying Unexercised
Options at Fiscal Year Value of Unexercised In-the-
Shares Value End (#) Money Options at Fiscal Year
Acquired on Realized Exercisable/ End ($)(1)
Name Exercise (#) ($) Unexercisable Exercisable/Unexercisable
- -------------------- ------------- ---------- ------------------ ----------------------------------

Carroll E. Amos 0 0 75,000 $20,482

- ------------------------
(1) Value of unexercised in-the-money stock options equals the market value
of shares covered by in-the-money options on September 30, 2004, less
the option exercise price. Options are in-the-money if the market value
of shares covered by the options is greater than the exercise price.

-10-

EMPLOYMENT AGREEMENT. The Company has entered into an employment
agreement with Mr. Carroll E. Amos. The Employment Agreement is intended to
ensure that the Bank and the Company will be able to maintain a stable and
competent management base. The success of the Bank and the Company depends to a
significant degree on the skills and competence of its executive officers,
particularly the Chief Executive Officer.

The Employment Agreement provides for a three-year term for Mr. Amos
and provides that commencing on the first anniversary date and continuing each
anniversary date thereafter the board of directors may extend the Employment
Agreement for an additional year so that the remaining term shall be three
years, unless written notice of non-renewal is given by the board of directors
after conducting a performance evaluation of Mr. Amos. The Employment Agreement
provides that Mr. Amos's base salary will be reviewed annually. The base salary
provided for in the Employment Agreement for Mr. Amos was increased to $165,400
at the fourth anniversary date and to $182,000 on January 1, 2003. In addition
to the base salary, the Employment Agreement provides for, among other things,
participation in various employee benefit plans and stock-based compensation
programs, as well as furnishing fringe benefits available to similarly situated
executive personnel.

The Employment Agreement provides for termination by the Bank for cause
(as defined in the Employment Agreement) at any time. In the event the Bank
chooses to terminate Mr. Amos's employment for reasons other than for cause or,
in the event of Mr. Amos's resignation from the Bank upon: (i) failure to
re-elect Mr. Amos to his current office; (ii) a material change in Mr. Amos's
functions, duties or responsibilities; (iii) a relocation of Mr. Amos's
principal place of employment by more than 30 miles; (iv) liquidation or
dissolution of the Bank or the Company; or (v) a breach of the Employment
Agreement by the Bank, Mr. Amos or, in the event of death, Mr. Amos's
beneficiary would be entitled to receive an amount generally equal to the
remaining base salary and bonus payments that would have been paid to Mr. Amos
during the remaining term of the Employment Agreement. The Bank would also
continue and pay for Mr. Amos's life, health and disability coverage for the
remaining term of the Employment Agreement. Upon any termination of Mr. Amos's
employment, Mr. Amos is subject to a covenant not to compete with the Bank for
one year.

Under the Employment Agreement, if involuntary termination or voluntary
termination follows a change in control of the Bank or the Company, Mr. Amos or,
in the event of his death, his beneficiary, would receive a severance payment
generally equal to the greater of: (i) the payments due for the remaining terms
of the agreement, including the value of stock-based incentives previously
awarded to Mr. Amos; or (ii) three times the average of the three preceding
taxable years' annual compensation. The Bank would also continue Mr. Amos's
life, health, and disability coverage for thirty-six months. In the event of a
change in control of the Bank, the total amount of payment due under the
Employment Agreement, based solely on the base salary paid to Mr. Amos, and
excluding any benefits under any employee benefit plan which may otherwise
become payable, would equal approximately $546,000.

All reasonable costs and legal fees paid or incurred by Mr. Amos
pursuant to any dispute or question of interpretation relating to the Employment
Agreement is to be paid by the Bank, if he is successful on the merits pursuant
to a legal judgment, arbitration or settlement. The Employment Agreement also
provides that the Bank will indemnify Mr. Amos to the fullest extent allowable
under federal law.

-11-

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is responsible for
selecting, evaluating and engaging the independent accountants, administering
the engagement of the independent auditors and otherwise assisting the Board in
fulfilling its responsibility to the shareholders relating to corporate
accounting, reporting practices and the quality and integrity of the financial
reports of the Company. Additionally, the Audit Committee reviews the
independence of the auditors and their annual audit. As presently constituted,
the Audit Committee is comprised of four directors, each of whom is independent
under NASDAQ's current listing standards. In addition, each member of the Audit
Committee meets the requirements for independence contained in Regulation
240.10A-3 of the Securities and Exchange Commission. The Audit Committee acts
under a written charter adopted by the Board of Directors, which was amended in
2003. A copy of the Amended Charter of the Audit Committee was attached as
Appendix A to the proxy statement for the 2004 Annual Meeting of Stockholders.

The Audit Committee reviewed and discussed the annual financial
statements with management and the independent accountants. As part of that
process, management represented to the Audit Committee that the financial
statements were prepared in accordance with generally accepted accounting
principles. The Audit Committee also received and reviewed written disclosures
and a letter from the accountants concerning their independence as required
under applicable standards for auditors of public companies. The Audit Committee
discussed with the accountants the contents of such materials, the accountant's
independence and the additional matters required under Statement on Auditing
Standards No. 61. Based on such review and discussions, the Audit Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Company's Annual Report on Form 10-K for the year
ended September 30, 2004, for filing with the Securities and Exchange
Commission.

Jeffrey W. Ochsman, Chairman
Paul J. Cinquegrana
Jeffrey M. Gitelman
James B. Vito

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has established a policy to require the Audit
Committee's pre-approval before the independent auditor is engaged to render any
audit or non-audit service to the Company.

COMPLAINTS

The Audit Committee has established procedures for the receipt,
retention, and treatment of complaints received regarding accounting, internal
accounting controls and auditing matters and the confidential, anonymous
submission by employees of the Company of concerns regarding questionable
accounting or auditing matters. Persons seeking to utilize those procedures or
to comment on such matters should telephone 1-866-384-4277.

-12-

TRANSACTIONS WITH RELATED PERSONS

Federal regulations require that all loans or extensions of credit to
executive officers and directors be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. In addition,
loans made to a director or executive officer in excess of the greater of
$25,000 or 5% of the bank's capital and surplus (up to a maximum of $500,000)
must be approved in advance by a majority of the disinterested members of the
board of directors.

The Bank currently makes loans to its executive officers and directors
on the same terms and conditions offered to the general public. The Bank's
policy provides that all loans made by the Bank to its executive officers and
directors be made in the ordinary course of business, on substantially the same
terms, including collateral, as those prevailing at the time for comparable
transactions with other persons and may not involve more than the normal risk of
collectibility or present other unfavorable features. As of September 30, 2004,
one of the Bank's directors had loans with the bank which had outstanding
balances totaling $389,000. Such loans were made by the bank in the ordinary
course of business, with no favorable terms and do not involve more than the
normal risk of collectibility or present unfavorable features.

The Company's policy is that all transactions between the Company and
its executive officers, directors, holders of 10% or more of the shares of any
class of its common stock and affiliates thereof, will contain terms no less
favorable to the Company than could have been obtained by it in arm's length
negotiations with unaffiliated persons and will be approved by a majority of
independent outside directors of the Company not having any interest in the
transaction.

-13-

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on the
Company's Common Stock with the cumulative total return on the Nasdaq (U.S.
Stock) Index and a peer group of the Nasdaq Bank Index. Total return assumes the
reinvestment of all dividends.

[STOCK PERFORMANCE GRAPH APPEARS HERE]

PERIOD ENDING
----------------------------------------------------------------
INDEX 09/30/99 09/30/00 09/30/01 09/30/02 09/30/03 09/30/04
- ----------------------------------------- -------- -------- -------- -------- -------- --------

Greater Atlantic Financial Corp. 100.00 42.31 83.08 93.09 122.31 96.46
NASDAQ Composite 100.00 133.99 54.83 43.04 65.92 70.35
SNL All Bank & Thrift Index 100.00 116.65 115.31 109.69 140.96 164.58
SNL NASDAQ Thrift Index 100.00 105.60 146.25 181.00 257.02 307.59

COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT

Section 16(a) of the Securities and Exchange Act requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc., and to furnish the
Company with copies of all Section 16(a) forms they file.

-14-

Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that all filing requirements
applicable to its executive officers, directors and 10% stockholder were met
during 2004.

ADDITIONAL INFORMATION

STOCKHOLDER PROPOSALS

To be considered for inclusion in the Company's proxy statement in
connection with the annual meeting of stockholders to be held following the
fiscal year ending September 30, 2005, a stockholder proposal must be received
by the Secretary of the Company, at the address set forth on the first page of
this Proxy Statement, no later than September 28, 2005. Any shareholder proposal
submitted to the Company will be subject to SEC Rule 14a-8 under the Exchange
Act.

ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING

The Bylaws of the Company provide an advance notice procedure for
certain business, including nominations to the Board of Directors, to be brought
before an annual meeting. In order for a stockholder to properly bring business
before an annual meeting, or to propose a nominee to the Board, the stockholder
must give written notice to the Secretary of the Company not less than ninety
(90) days before the date fixed for such meeting; provided, however, that in the
event that less than one hundred (100) days notice or prior public disclosure of
the date of the meeting is given or made, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the Annual Meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, and describe
briefly the proposed business, the reasons for bringing the business before the
Annual Meeting, and any material interest of the stockholder in the proposed
business. In the case of nominations to the Board, certain information regarding
the nominee must be provided. Nothing in this paragraph shall be deemed to
require the Company to include in its proxy statement and proxy relating to an
annual meeting any stockholder proposal which does not meet all of the
requirements for inclusion established by the SEC in effect at the time such
proposal is received.

STOCKHOLDER COMMUNICATION

The Company has developed the following procedure for stockholders to
send communications to the board of directors or to individual members of the
Board. All communications from stockholders should be sent to Greater Atlantic
Financial Corp., 10700 Parkridge Boulevard Reston, Virginia 20191.

Communications regarding financial or accounting policies should be
made to the attention of Jeffrey W. Ochsman, Chairman of the Audit Committee.
Other communications to the Board of Directors should be made to the attention
of Laurel L. Mitchell, Corporate Secretary of the Company. Communications to
individual members of the Board should also be sent directly to the individual
director at the Company's address.

-15-

All communications sent to the Chairman of the Audit Committee and
those sent to an individual director will go directly to such individuals and
will not be screened or reviewed by Company or Bank personnel. Any communication
sent to the Board to the attention of Mrs. Mitchell will be reviewed by her to
ensure that the communication relates to the business of the Company before
being reviewed by the Board of Directors.

OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING

The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy card to vote the shares represented thereby on such matters in accordance
with their best judgment.

Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are present at the Annual
Meeting and wish to vote your shares in person, your proxy may be revoked by
voting at the Annual Meeting.

CODE OF ETHICS AND BUSINESS CONDUCT

The Company has adopted a Code of Ethics and Business Conduct
applicable to all employees, officers and directors of the Company and its
subsidiaries. A copy of the Code of Ethics and Business Conduct will be
furnished without charge to stockholders of record upon written request to
Greater Atlantic Financial Corp., Ms. Laurel L. Mitchell, Corporate Secretary,
10700 Parkridge Boulevard, Suite P50, Reston, Virginia 20191.

INDEPENDENT AUDITORS

The independent public accounting firm of BDO Seidman, LLP acted as the
independent auditors of the Company and the Bank for 2004. A representative of
the firm will be available to respond to appropriate questions at the Annual
Meeting of the Stockholders.

AUDIT FEES

BDO Seidman, LLP billed the Company aggregate fees of $181,907 for
professional services rendered for the audit of the Company's annual
consolidated financial statements and for the reviews of the condensed
consolidated financial statements included in the Company's Forms 10-Q for the
fiscal year ended September 30, 2004.

AUDIT-RELATED FEES

BDO Seidman, LLP did not provide any such services to the Company for
the year ended September 30, 2004.

TAX FEES

BDO Seidman billed the Company $17,824 for tax services for the year
ended September 30, 2004.

-16-

AUDIT COMMITTEE DETERMINATION

The Audit Committee of the Board of Directors has considered and
determined that the independent auditors did not provide other non-audit
services to the Company, which would be incompatible with maintaining the
auditor's independence.

A copy of the Form 10-K (without exhibits) for the year ended September
30, 2004, as filed with the SEC, will be furnished without charge to
stockholders of record upon written request to Greater Atlantic Financial Corp.,
Ms. Laurel L. Mitchell, Corporate Secretary, 10700 Parkridge Boulevard, Suite
P50, Reston, Virginia 20191.

By Order of the Board of Directors

/s/ Laurel L. Mitchell

Laurel L. Mitchell
Corporate Secretary
Reston, Virginia
January 28, 2005

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

-17-

REVOCABLE PROXY

GREATER ATLANTIC FINANCIAL CORP.

ANNUAL MEETING OF STOCKHOLDERS
MARCH 2, 2005 - 10:00 A.M.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

The undersigned hereby appoints the official proxy committee, consisting
of each member of the Board of Greater Atlantic Financial Corp. (the "Company"),
each with full power of substitution, to act as attorneys and proxies for the
undersigned, and to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote only at the Annual Meeting of Stockholders, to
be held at the Holiday Inn, Tysons Corner, 1960 Chain Bridge Road, McLean,
Virginia, on March 2, 2005 at 10:00 a.m., and at any and all adjournments
thereof, as follows:

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY
WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE ANNUAL MEETING.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

ANNUAL MEETING OF SHAREHOLDERS OF

GREATER ATLANTIC FINANCIAL CORP.

MARCH 2, 2005

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.

- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSAL.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INCK AS SHOWN HERE [X]
- ------------------------------------------------------------------------------------------------------------------------------------

1. Election of Directors: The undersigned hereby acknowledges the receipt from the
Company of a Notice of Meeting and of a Proxy Statement
NOMINEES: dated January 28, 2005, as well as a copy of the Greater
/_/ FOR ALL NOMINEES /_/ Charles W. Calomiris Atlantic Financial Corp. 2004 Annual Report prior to the
/_/ Carroll E. Amos execution of this proxy.
/_/ James B. Vito
/_/ WITHHOLD AUTHORITY STOCKHOLDER ASSISTANCE
FOR ALL NOMINEES Stockholders requiring a change of address, records or
information about lost certificates or dividend checks should
/_/ FOR ALL EXCEPT contact Greater Atlantic Financial Corp.'s transfer agent:
(See instructions below)
American Stock Transfer and Trust Company
INSTRUCTIONS: To withhold authority to vote for any individual 59 Maiden Lane
nominee(s), mark "FOR ALL EXCEPT" and fill in the New York, New York 10038
circle next to each nominee you wish to withhold,
as shown here: /X/ PLEASE BE SURE TO SIGN AND DATE THIS PROXY BELOW.

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

- --------------------------------------------------------------------------------
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method.
- --------------------------------------------------------------------------------

Signature of Shareholder ______________________ Date ___________ Signature of Shareholder ______________________ Date __________

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.

APPENDIX A

GREATER ATLANTIC FINANCIAL CORP.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
-------------------------------------------------

I. PURPOSE

The primary objectives of the Nominating/Corporate Governance Committee
(the "Committee") are to assist the Board of Directors (the "Board") of Greater
Atlantic Financial Corp. (the "Company") by: (i) identifying individuals
qualified to become Board members and recommending a group of director nominees
for election at each annual meeting of the Company's stockholders; (ii) ensuring
that the Audit, Compensation and Nominating/Corporate Governance Committees of
the Board have the benefit of qualified and experienced "independent" directors;
and (iii) developing and recommending to the Board a set of effective corporate
governance policies and procedures applicable to the Company.

II. ORGANIZATION

The Committee shall consist of three or more directors, each of whom
shall satisfy the definition of independent director as defined in any
qualitative listing requirements for the Nasdaq Stock Market, Inc. issuers and
any applicable Securities and Exchange Commission rules and regulations.

Committee members shall be elected by the Board on an annual basis.
Members shall serve until their successors are elected. The Committee's
chairperson shall be designated by the full Board or, if it does not do so, the
Committee members shall elect a Chairman by vote of a majority of the full
Committee.

The Committee may form and delegate authority to subcommittees when
appropriate.

III. STRUCTURE AND MEETINGS

The chairperson of the Committee will preside at each meeting and, in
consultation with the other members of the Committee, will set the frequency and
length of each meeting and the agenda of items to be addressed at each meeting.
The chairperson of the Committee shall ensure that the agenda for each meeting
is circulated to each Committee member in advance of the meeting. The Committee
shall keep written minutes of all meetings.

A-1

IV. GOALS AND RESPONSIBILITIES

The Committee shall: (i) develop and recommend to the Board a Corporate
Governance Policy (the "Policy") applicable to the Company, and review and
reassess the adequacy of such Policy annually and recommend to the Board any
changes deemed appropriate; (ii) develop policies on the size and composition of
the Board; (iii) review possible candidates for Board membership consistent with
the Board's criteria for selecting new directors; (iv) annually recommend a
slate of nominees to the Board with respect to nominations for the Board at the
annual meeting of the Company's stockholders; and (vi) generally advise the
Board (as a whole) on corporate governance matters.

The Committee shall also advise the Board on (i) committee member
qualifications, (ii) committee member appointments and removals, (iii) committee
structure and operations (including authority to delegate to subcommittees), and
(iv) committee reporting to the Board. The Committee shall maintain an
orientation program for new directors and a continuing education program for all
directors.

The Committee will annually review and reassess the adequacy of this
charter and recommend any proposed changes to the Board for approval.

The Committee shall perform any other activities consistent with this
charter, the Company's bylaws and governing law and regulations as the Committee
or the Board deems appropriate.

V. PERFORMANCE EVALUATION

The Committee shall conduct an annual performance evaluation of the
Board. The evaluation shall be of the Board's contribution as a whole and
specifically review areas in which the Board and/or management believes a better
contribution could be made.

VI. COMMITTEE RESOURCES

The Committee shall have the authority to obtain advice and seek
assistance from internal or external legal, accounting or other advisors. The
Committee shall have the sole authority to retain and terminate any search firm
to be used to identify director candidates, including sole authority to approve
such search firm's fees and other retention terms.

Adopted October 27, 2004.

A-2