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
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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 4.  Changes in Registrant's Certifying Accountant

         Medifast,  Inc.  ("Company")  (AMEX:MED)  accountant,  Wooden & Benson,
Chartered will no longer represent the company as of December 10, 2003.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 Registrants relationship there were
no disagreements 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


                                   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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