SC 13D/A

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13D	Estimated average burden hours per response. . 15

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Greater Atlantic Financial Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

391601 10 1

(CUSIP Number)

George William Calomiris
The William Calomiris Company, LLC
1112 16th Street, NW, Suite 900, Washington, DC  20016
(202) 457-1200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 6, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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

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

CUSIP No.   391601 10 1
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) George William Calomiris
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 104,824 Shares (Not including 9,167 shares of common stock subject to the exercise of warrants and 85,754 shares of common stock subject to conversion of convertible preferred securities)
			8.	Shared Voting Power
			9.	Sole Dispositive Power  104,824 Shares (Not including 9,167 shares of common stock subject to the exercise of warrants and 85,754 shares of common stock subject to conversion of convertible preferred securities)
			10.	Shared Dispositive Power
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  199,745 shares (Including 9,167 shares of common stock subject to the exercise of warrants and 85,754 shares of common stock subject to conversion of convertible preferred securities)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  6.43%
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No.   391601 10 1
Item 1.	Security and Issuer
Item 1 is not amended.
Item 2.	Identity and Background
Item 2 is not amended.
Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is not amended.
Item 4.	Purpose of Transaction
Item 4 is amended to add the following:
On November 18, 2004, George William Calomiris sent a letter to Greater Atlantic Financial Corp.’s Board of Directors  requesting that (1)  its Board of Directors replace the Company’s current Chairman, Charles Calomiris, and current President and Chief Executive Officer, Carroll Amos,  (2)  the Nominating Committee of its Board of Directors promptly engage a professional search firm to conduct a search for qualified, experienced management and new directors to replace the current Chairman and President , and (3) the Nominating  Committee not nominate Charles Calomiris and Carroll Amos to serve any additional terms on the Board of Directors.
On December 3, 2004, George W. Calomiris received a letter, attached hereto as Exhibit 1, stating the Board would take his views under consideration.  He sent a letter in response attached hereto as Exhibit 2.
He then received, on December 6, 2004, a rejection of a request to see a list of stockholders,

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CUSIP No.   391601 10 1
attached hereto as Exhibit 3.  George W. Calomiris sent an additional request to inspect the stockholder list and evidence of beneficial ownership to the Company, dated December 6, 2004, attached hereto as Exhibit 4.
Depending on the response of the Board of Directors of the Company, George W. Calomiris may take such further actions that he views as necessary with respect to his request.
Item 5.	Interest in Securities of the Issuer
Item 5 is not amended.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is not amended.
Item 7.	Material to Be Filed as Exhibits
	1.             Letter from George W. Murphy, Jr. to George Calomiris, dated December 2, 2004. 2.             Letter from George Calomiris to Greater Atlantic Financial Corp., dated December 3, 2004. 3.             Letter from George W. Murphy, Jr. to George Calomiris, dated December 3, 2004. 4.             Letter from George Calomiris to Greater Atlantic Financial Corp., dated December 6, 2004.

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CUSIP No.   391601 10 1

Signature

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

December 7, 2004

Date

/s/  George William Calomiris

Signature

George William Calomiris

Name/Title

5

EX-1

EXHIBIT 1

December 2, 2004

VIA COURIER

Mr. George William Calomiris, AIA

Wm. Calomiris Company LLC

1112 16th Street, N.W.

Suite 900

Washington, DC  20036

Dear Mr. Calomiris:

I have been asked to reply to your letter of November 17, 2004, addressed to the Board of Directors of Greater Atlantic Financial Corp. (the “Company”).  That letter expresses your disappointment with the Company’s performance and your belief that management has been ineffective. You request that the Company’s Chairman and Chief Executive Officer be replaced, that the Nominating committee engage a search firm to replace the Chairman and the Chief Executive Officer and that neither of those incumbent officers be re-nominated to serve additional terms on the Board of Directors.

Your letter was carefully reviewed and discussed at the meeting of the Board of the Company held on December 1, 2004.  The Board believes that it is helpful to have an open line of communication with stockholders regardless of the size of their holdings.  I was directed to express to you the Board’s appreciation for taking the time to provide the Board with your comments and to advise you that the Board and its Nominating and Corporate Governance Committee will take your views under consideration.

Very truly yours,

MULDOON MURPHY FAUCETTE & AGUGGIA LLP

George W. Murphy, Jr.

EX-2

EXHIBIT 2

December 3, 2004

Greater Atlantic Financial Corp.

10700 Parkridge Boulevard

Reston, Virginia  20191

Re:          Letter from George W. Murphy, Jr.

Gentlemen:

Thank you for your letter of December 2, 2004 from George W. Murphy, Jr.  This, however, is not an issue of considering my opinion, but of the Board of Directors of Greater Atlantic Financial Corp. facing the facts and fulfilling its responsibilities and duties to the stockholders.

For example, an analysis of Greater Atlantic Bank (“GAB”) compared to thirteen peer institutions in the Washington-Baltimore area over 2000, 2001, 2002, 2003 and the first half of 2004 demonstrates the following:

•GAB had the lowest average loan interest rate of all 14 institutions;

•Only one of the 14 institutions other than GAB made less money over the four and one-half year period (2000 to the first half of 2004), and if you were to include the third quarter of 2004, GAB is the only one of the 14 institutions to have lost money since the beginning of 2000; and

•GAB has been at or very near the bottom of the 14 institutions in its return on equity capital.

Furthermore, I would like to put to rest any questions you may have as to whether this is in any way a family issue.  As one of the Company’s largest stockholders, my interest in the Company’s operations and direction is purely as an investor.  If you desire, I would be happy to provide you with additional data further confirming GAB’s underperformance.

George William Calomiris

EX-3

EXHIBIT 3

December 3, 2004

VIA FEDERAL EXPRESS

Mr. George William Calomiris, AIA

Wm. Calomiris Company LLC

1112 16th Street, N.W.

Suite 900

Washington, DC  20036

Dear Mr. Calomiris:

I am in receipt of your letter dated November 29, 2004 requesting the right to be allowed access to the stockholder list of Greater Atlantic Financial Corp. (the “Company”).  Your request is not compliant with Section 220 of the Delaware General Corporation Law.  Specifically, you fail to state a purpose for your request.  Consequently, the Company is unwilling to consider your request at this time.

Very truly yours,

MULDOON MURPHY FAUCETTE & AGUGGIA LLP

George W. Murphy, Jr.

EX-4

EXHIBIT 4

December 6, 2004

BY OVERNIGHT DELIVERY

Greater Atlantic Financial Corp.

10700 Parkridge Boulevard

Reston, Virginia  20191

Re:Inspection of Materials of Greater Atlantic Financial Corp.
Pursuant to 8 Del. C. § 220

Dear Ladies and Gentlemen:

Please accept this demand on behalf of the undersigned, George William Calomiris, to inspect and copy certain materials of Greater Atlantic Financial Corp. and its subsidiaries (collectively, the “Company”) pursuant to Section 220 of the Delaware General Corporation Law.  George William Calomiris is the beneficial owner of shares (the “Shares”) of common stock (“Common Stock”) of the Company, which Shares are held in street name in a brokerage account atLinsco/Private Ledger, on behalf of Riggs Securities, in the record name of Cede & Co. as nominee.  A true and correct copy of a brokerage statement demonstrating such beneficial ownership of Common Stock is attached hereto as Exhibit A.  Pursuant to Section 220 of the Delaware General Corporation Law, the undersigned hereby demands, under oath, the right (in person or by attorney or other agent), during the usual hours for business, to inspect the following records and documents of the Company and to make copies or extracts therefrom:

(a)           A complete record or list of the Company’s stockholders, certified by its transfer agent(s) and/or registrar(s), showing the name and address of each stockholder, and the number of shares registered in the name of each such stockholder, as of the most recent date available;

(b)           A magnetic computer tape list or disk of the Company’s stockholders showing the names and addresses of each stockholder and number of shares registered in the name of each such stockholder as of the most recent date available, together with such computer processing data as is necessary to make use of such magnetic computer tape or disk, and a printout of such magnetic computer tape or disk for verification purposes;

(c)           A list of all stockholders arranged in descending order by number of shares, showing the name and address of each stockholder; a complete record or list of any participants in any

employee stock purchase, ESOP plan, or other plan for the purchase of shares, showing the name and address of each participant and the number of shares credited to the participant’s account; a magnetic tape or disk of this information with the same computer processing data as requested in (b) above; and a correct and complete copy of the plan(s) documents, including any amendments of such plan(s);

(d)           All daily transfer sheets showing changes in the list of the Company’s stockholders referred to in paragraph (a) above which are in or come into the possession of the Company or its transfer agent from the date of such list to the date of the next Annual Meeting of stockholders of the Company for the election of directors, and/or the conclusion of the consent solicitation referred to below;

(e)           All information in or which comes into the Company’s possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or from nominees of any central certificate depository system concerning the names, addresses and number of shares of the Company’s stock held by the participating brokers and banks, including a breakdown of any holders in the name of Cede & Co, Kray & Co., Philadep, Bear Stearns & Co. and other similar nominees;

(f)            All information in or which comes into the Company’s possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or from nominees of any central certificate depository system relating to the names of the non-objecting beneficial owners of the Company’s stock (“NOBO’s”) in the format of a printout in descending order balance and on a  magnetic computer tape or disk with the computer processing data that is necessary to make use of such magnetic computer tape or disk (such information with respect to brokers and dealers is readily available to the Company under Rule 14b-1 of the Securities Exchange Act of 1934, as amended, from Independent Election Corporation of America and ADP Proxy Services);

(g)           A stop list or stop lists relating to any shares of common stock of the Company and any changes, corrections, additions or deletions from the date of the list referred to in paragraph (a) above;

(h)           A true and correct copy of the bylaws of the Company as in effect on the date hereof; and

(i)            The information and records specified in paragraphs (a), (b), (c), (e) and (f) above as of any record date for stockholder action set by the Board of Directors, by operation of law or otherwise; the information and records specified in paragraph (e) on a weekly basis up until the next Annual Meeting of stockholders of the Company, and/or the conclusion of the consent solicitation referred to below.

The purpose of this demand for the Stocklist Materials is to enable the undersigned to communicate with stockholders regarding matters relating to their mutual interests and their investment as stockholders, including without limitation, communicating with such stockholders with regard to the election of directors, including potentially a proxy and/or consent solicitation and/or the purchase of their shares.

The undersigned will bear the reasonable costs incurred by the Company, including the costs of its transfer agent(s) or registrar(s), in connection with the production of the information demanded with respect to the above-described Stocklist Materials.

Please advise Matthew S. Brown of Katten Muchin Zavis Rosenman, 525 West Monroe Street, Chicago, Illinois, (312) 902-5207, where and when the Stocklist Materials will be available.  The undersigned hereby authorizes his associates, employees and any other persons to be designated by them, acting together, singly or in combination, to conduct the inspection and copying herein demanded.

The above demand is made under oath, and the statements contained therein are true and the attached exhibit is a true and correct copy of my brokerage statement, under penalty of perjury under the laws of the United States or any state.

Sincerely,

George William Calomiris