SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) September 10, 2004

                                 MEDIFAST, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                         000-23016            13-3714405
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  (State or other jurisdiction      (Commission File Number)    (IRS Employer
 of incorporation or organization)                               Ident. No.)

11445 Cronhill Drive, Owing Mills, Maryland            21117
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 (Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code (410)-581-8042
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         (Former name or former address, if changed since last report.)

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Item 8.01  Other Events

      The Medifast Annual Shareholders  Meeting was held on September 3, 2004 at
Sunrise Distributing,  the Company's distribution headquarters. The shareholders
voted Bradley T.  MacDonald  (98%) and Rev.  Donald F. Reilly,  O.S.A.* (98%) as
Class I  Directors  that will hold  office  until  2007,  Scott  Zion* (98%) and
Michael C.  MacDonald  (98%) as Class II Directors,  and Mary T. Travis*  (98%),
Michael J. McDevitt (98%), and Rev. Joseph Calderone, O.S.A.* (98%) as Class III
Directors.  Class II and III  Directors  will hold office  until the next Annual
Shareholders Meeting at which time their respective class term expires and their
respective  successors  will be duly elected and  qualified.  Additionally,  the
shareholders  approved the  appointment  of Bagell,  Josephs & Company,  LLC, an
independent  member of the BDO Seidman  Alliance,  as the Company's  independent
auditors for the fiscal year ending December 31, 2004.

      The Directors  elected Mr.  Bradley T.  MacDonald as Chairman of the Board
and CEO of Medifast, Inc.

      *     Independent Director; independence as determined by the rules of the
            American Stock Exchange.

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                          MEDIFAST, INC.

Dated:  September 10, 2004

                                          /s/  Bradley T. MacDonald
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                                          Bradley T. MacDonald
                                          Chairman and Chief Executive Officer