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 25, 2006

                                 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.)

================================================================================


<PAGE>





Item 8.01    Other Events

      The Medifast Annual Meeting of Shareholders  was held on September 8, 2006
at The Roland E. Powell  Convention  Center,  located at 4001 Coastal Hwy, Ocean
City,  Maryland,  21842. The shareholders  voted the following  directors to the
Board of Directors of Medifast, Inc.

Class III Directors:

Michael J. McDevitt (96% of shareholders voted FOR)
George Lavin** (97% of shareholders voted FOR)

**  Independent  Director;  independence  in accordance and as determined by the
rules of the New York Stock  Exchange.  After the  election  the  Company  has a
majority of Independent Directors.

Class III Directors will hold office for a three-year period until 2009.

Additionally,  the  shareholders  approved the  appointment of Bagell,  Josephs,
Levine & Company, LLC, an independent member of the BDO Seidman Alliance, as the
Company's independent auditors for the fiscal year ending December 31, 2006.


                                   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 25, 2006

                                          /s/  Bradley T. MacDonald
                                          -----------------------------
                                          Bradley T. MacDonald
                                          Chairman and Chief Executive Officer
{"company-data": {"conformed-name": "MEDIFAST INC", "cik": "0000910329", "assigned-sic": "2090", "irs-number": "133714405", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31573", "film-number": "061106677"}, "business-address": {"street1": "11445 CRONHILL DRIVE", "city": "OWINGS MILLS", "state": "MD", "zip": "21117", "phone": "7327640619"}, "mail-address": {"street1": "11445 CRONHILL DRIVE", "city": "OWINGS MILLS", "state": "MD", "zip": "21117"}, "former-company": [{"former-conformed-name": "HEALTHRITE INC", "date-changed": "19951120"}, {"former-conformed-name": "XX", "date-changed": "19950619"}, {"former-conformed-name": "00", "date-changed": "19950619"}]}
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 25, 2006

                                 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 8.01    Other Events

      The Medifast Annual Meeting of Shareholders  was held on September 8, 2006
at The Roland E. Powell  Convention  Center,  located at 4001 Coastal Hwy, Ocean
City,  Maryland,  21842. The shareholders  voted the following  directors to the
Board of Directors of Medifast, Inc.

Class III Directors:

Michael J. McDevitt (96% of shareholders voted FOR)
George Lavin** (97% of shareholders voted FOR)

**  Independent  Director;  independence  in accordance and as determined by the
rules of the New York Stock  Exchange.  After the  election  the  Company  has a
majority of Independent Directors.

Class III Directors will hold office for a three-year period until 2009.

Additionally,  the  shareholders  approved the  appointment of Bagell,  Josephs,
Levine & Company, LLC, an independent member of the BDO Seidman Alliance, as the
Company's independent auditors for the fiscal year ending December 31, 2006.

                                   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 25, 2006

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