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) December 10, 2003

                                 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

         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)




Item 4.  Changes in Registrant's Certifying Accountant

         Medifast,  Inc.  ("Company")  (AMEX:MED)  accountant,  Wooden & Benson,
Chartered  resigned and will no longer  represent the company as of December 10,
2003.  Wooden &  Benson,  Chartered  is being  acquired  by a larger  firm as of
January  1,  2004  and  will  no  longer  be  auditing  public  companies.  Such
accountants report on the Registrant's  financial  statements for the past three
years,  and any subsequent  interim period preceding such  termination,  did not
contain an adverse  opinion or a  disclaimer  of opinion,  or was  qualified  or
modified as to uncertainty,  audit scope, or accounting  principles.  During the
Registrant's  relationship there were no disagreements or reportable events with
such accountants on any matter of accounting principles or practices,  financial
statement disclosure, or auditing scope or procedure.

The name and address of Registrant's new accountant is as follows:

Bagell,  Josephs & Company,  a member of the BDO  Seidman  Alliance,  High Ridge
Commons,  Suites 400-403 200 Haddonfield,  Berlin Road Gibbsboro, NJ 08026 (856)
346-2828.  Medifast, Inc. has engaged the new accountants effective December 10,
2003. The Medifast, Inc. auditing committee approved the change of accountants.


                                   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:  December 10, 2003

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


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