UNITED STATES
                       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) March 1, 2007

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

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

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

        Registrant's telephone number, including area code (410)-581-8042



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

      |_| Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



Section 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

On March 1, 2007, Medifast, Inc. (the "Company's) announced that Michael S.
McDevitt has been promoted to Chief Executive Officer. McDevitt joined Medifast
in 2002 and formerly held positions of President, CFO and the Vice President of
Finance for Medifast. As part of the transition of management, McDevitt has
promoted Margaret E. MacDonald, MBA, the former Executive Vice President of
Operations to President and Chief Operating Officer. Ms. MacDonald was
instrumental in building the manufacturing, customer service and distribution
infrastructure that supported the company's 80 percent revenue growth in 2006.
The former Chief Executive Officer, Bradley T. MacDonald, has assumed the
position of Executive Chairman of the Board. Mr. MacDonald's duties will include
business development, international development, community relations and ongoing
financial advisory duties to Medifast and its management team.

Under this new generation of leadership, Medifast will continue to develop the
most cutting edge products in the industry on a diversified business platform
that provides customers innovative choices for lasting health. Medifast serves
customers through its direct to consumer web and call center channel, a national
network of physicians and clinics, the Take Shape for Life network of health
coaches and medically supervised Medifast Weight Control Centers. The fully
integrated business units will continue to provide the diversified business
engine that will fuel growth in the future and serve the needs of all our
Medifast customers.



                                   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:  March 1, 2007

                                        /s/  Michael S. McDevitt
                                        ------------------------
                                        Michael S. McDevitt
                                        Chief Executive Officer