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 12, 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 5.  Other Events

Medifast, Inc. announced that it has increased 2004 estimates for both revenues
and earnings. The Company reported last night at an Investor Presentation two
scenarios, one reflecting the anticipated revenue increases as a result of the
impact of its National Television Ad Campaign and the other excluding any
increased results from television advertising.

Based upon results from a National Television Test Program, the company expects
to generate revenues for fiscal 2004 of approximately $48 million and pre-tax
Income from Operations of approximately $9 million, resulting in pre-tax
earnings per share of $0.72. Excluding any incremental benefit from the
advertising campaign, the Company expects revenues of approximately $38 million
and pre-tax Income from Operations of approximately $6.9 million, resulting in
pre-tax earnings per share of $0.55. The company will not know until its
year-end audit is completed what its effective tax rate will be for GAAP
calculation purposes.

In September, Medifast completed a test of a national television commercial. The
results   indicated   that  for  every  dollar   Medifast  spent  on  television
advertising,  it generated $3 in new revenues.  This compares favorably with the
$1.50 in revenues  that are  currently  generated for each dollar in spending on
print  advertising.  The company  has  assumed  for  purposes of its $48 million
revenue estimates that each dollar of television advertising will generate $2 in
new business. Medifast will launch its television campaign in January.

The company plans to initially run its commercials on leading national cable
networks and DirectTV, in combination with print advertising it has run
throughout the year. Medifast believes that the testing it completed in
September will allow it to employ the most effective combination of print and
television advertising to maximize returns on its advertising investment. In
preparation for the launch, the Company has aggressively built inventory
throughout the fourth quarter. In addition, it interrupted production in
November for four days in order to reconfigure its facilities for the expected
increase in production. As a result of the plant shutdown, November revenues
were $1.7 million, a 23.5% increase from the same period last year. The company
has completed the modifications, and production has returned to customary levels
in December.
Medifast also expects to generate significant 2004 growth from its HI-Energy and
Medslim Weight Control Centers. As a result of a recent acquisition, the company
is now the sixth largest clinic operator in the United States. It also expects
strong growth from its Take Shape for Life and Women's Health divisions.

The Company realized year-end revenues of $5,022,000 and $12,345,000 for fiscal
2001 and 2002 respectively and $19,539,000 for the nine months ended 2003



                                   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 12, 2003

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