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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001275287-06-004410.txt : 20060814
<SEC-HEADER>0001275287-06-004410.hdr.sgml : 20060814
<ACCEPTANCE-DATETIME>20060814170031
ACCESSION NUMBER:		0001275287-06-004410
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060814
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060814
DATE AS OF CHANGE:		20060814

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MEDIFAST INC
		CENTRAL INDEX KEY:			0000910329
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090]
		IRS NUMBER:				133714405
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31573
		FILM NUMBER:		061031661

	BUSINESS ADDRESS:	
		STREET 1:		11445 CRONHILL DRIVE
		CITY:			OWINGS MILLS
		STATE:			MD
		ZIP:			21117
		BUSINESS PHONE:		7327640619

	MAIL ADDRESS:	
		STREET 1:		11445 CRONHILL DRIVE
		CITY:			OWINGS MILLS
		STATE:			MD
		ZIP:			21117

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HEALTHRITE INC
		DATE OF NAME CHANGE:	19951120

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	XX
		DATE OF NAME CHANGE:	19950619

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	00
		DATE OF NAME CHANGE:	19950619
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>mi6859.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  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) August 14, 2006

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

              Delaware                      000-23016            13-3714405
  ---------------------------------        ------------         -------------
    (State or other jurisdiction           (Commission          (IRS Employer
  of incorporation or organization)        File Number)          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))

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

<PAGE>

ITEM 3.01     TRANSFER OF LISTING

On August 14, 2006, Medifast, Inc. (the "Company") made application with the
Securities and Exchange Commission to effect the withdrawal of the Company's
common stock from listing on the American Stock Exchange. On the same day, the
Company received authorization from the New York Stock Exchange (the "NYSE") to
list the Company's common stock on the NYSE.

ITEM 8.01     OTHER EVENTS

On August 14, 2006, Medifast, Inc. announced its application to withdraw its
common stock from listing on the American Stock Exchange and its intention to
list such shares with the New York Stock Exchange commencing on August 25, 2006.
The full text of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1  Press release dated August 14, 2006 of Medifast, Inc.

                                        2

<PAGE>

                                   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.

Date:  August 14, 2006                  By: /s/ Bradley T. MacDonald
                                            ------------------------------------
                                            Bradley T. MacDonald
                                            Chairman and Chief Executive Officer

                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>mi6859ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

              MEDIFAST, INC. TO LIST ON THE NEW YORK STOCK EXCHANGE

    OWINGS MILLS, Md., Aug. 14 /PRNewswire-FirstCall/ -- Medifast, Inc.
(Amex: MED) today announced that it will list its common stock on the New York
Stock Exchange.  Accordingly, the Company has applied to withdraw its
securities from listing on the American Stock Exchange.  Trading on the NYSE
is expected to commence on August 25, 2006, subject to the Company's selection
of a specialist and the completion of the proper securities filings.  The
Company's ticker symbol will remain 'MED'.  Medifast common stock will
continue trading on the American Stock Exchange until moving to the NYSE.

    "We welcome Medifast to the family of NYSE-listed companies," said Marshall
N. Carter, Chairman, NYSE Group, Inc. (NYSE: NYX). "We look forward to our
partnership with Medifast and to providing the highest levels of market quality
and service to the company and its shareholders."

    Chairman of Medifast, Bradley T. MacDonald said, "I would like to extend my
gratitude to all the loyal associates, executives and investors of the Company
who have made the journey from the brink of bankruptcy in 1999 to a company with
a market capitalization over $200 million dollars. Medifast is grateful to the
New York Stock Exchange for allowing us to join some of the best public
companies in the world and for providing superior trading services to ensure
adequate liquidity and an orderly market for investors. Medifast has experienced
extraordinary growth because of our passion for combating obesity with our
clinically proven Medifast products and programs, which have been leaders for
over 25 years in the diet industry. Medifast is proud to join the Big Board."

    Michael S. McDevitt, President and CFO, stated, "We would like to thank the
American Stock Exchange for their support and service over the last few years.
During this time, Medifast has achieved significant growth in sales, earnings,
and market cap, and the AMEX has played an important role. I would also like to
thank those at the New York Stock Exchange for inviting Medifast to join their
trading platform. We are very excited for this initiative and look forward to a
long lasting partnership."

    Ken Bourne, President of Mercantile Bank & Trust, who has had a banking
relationship with the Company since 1999, in which time the Company has grown
from approximately $4 million annual revenue to a forecasted $70 million for
2006, stated, "Through hard work and assembling a capable management team with a
high degree of integrity, Medifast has become a dynamic and focused developer,
manufacturer, and marketer of meal replacement products."

    The Company expects the move to the New York Stock Exchange to be seamless
for Medifast shareholders. Shareholders that hold a stock certificate do not
need to replace the certificate.

    Medifast has been helping people lose weight and achieve better health for
25 years. Its meal replacement foods have been proven effective in multiple
clinical studies, recommended by over 15,000 physicians and used by more than 1
million customers. Medifast offers its customers world-class customer service
and nutrition support.

    This release contains forward-looking statements which may involve known,
and unknown risks, uncertainties and other factors that may cause Medifast's
actual results and performance in future periods to be materially different from
any future results or performance suggested by these statements. Medifast
cautions investors not to place undue reliance on forward-looking statements,
which speak only to management's expectation on this date.

SOURCE  Medifast, Inc.
    -0-                             08/14/2006
    /CONTACT:  Investor Relations, Kellie Pizzico of Medifast, Inc.,
+1-410-504-8162, or ir@medifastdiet.com; or Media Contact, Erin Grecu of
Warschawski, +1-410-367-2700, or erin.grecu@warschawski.com, for Medifast,
Inc./
    /Web site:  http://www.medifastdiet.com /
    (MED NYX)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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