-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 WDAXhHy7htAJUJUvq+d0TJpsU/UhD/92R6AACrSyBg84/xWo1LjBCEvO0jr4zWpu
 ngPa7sQtHdL+05EbLprTpQ==

<SEC-DOCUMENT>0001275287-07-000666.txt : 20070212
<SEC-HEADER>0001275287-07-000666.hdr.sgml : 20070212
<ACCEPTANCE-DATETIME>20070212134332
ACCESSION NUMBER:		0001275287-07-000666
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070212
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070212
DATE AS OF CHANGE:		20070212

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:		07601726

	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>mi8918.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) February 12, 2007

                                 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 7.01   REGULATION FD DISCLOSURE

The following information is furnished under "Item 7.01. Regulation FD
Disclosure" and "Item 2.02. Disclosure of Results of Operations and Financial
Condition."

         On February 12, 2007 Medifast, Inc. ("Medifast") issued a press release
setting forth Medifast's revenue estimate for the year-ended December 31, 2006.
A copy of Medifast's press release is attached hereto as Exhibit 99.1 and hereby
incorporated by reference.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

            Exhibits

                                        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.

Dated:  February 12, 2007
                                            /s/  Bradley T. MacDonald
                                            ------------------------------------
                                            Bradley T. MacDonald
                                            Chairman and Chief Executive Officer

                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>mi8918ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

    MEDIFAST ANNOUNCES RECORD REVENUES FOR FULL YEAR 2006; 83% INCREASE OVER
    PREVIOUS YEAR LEADS TO HIGHEST REVENUE YEAR IN COMPANY'S 25 YEAR HISTORY

    OWINGS MILLS, Md., Feb. 12 /PRNewswire-FirstCall/ -- Medifast, Inc.
(NYSE: MED) announced today unaudited full year-end revenues for the period
ended December 31, 2006.  Medifast reported unaudited revenue of $73.5
million, an 83% increase from $40.1 million in 2005.

    "We are extremely pleased with our 2006 year end revenues which exceeded our
previously reported financial revenues guidance expectations of $70 to $72
million. 2006 was a fantastic year for our company as was recognized by Forbes
Magazine listing Medifast 28th of the top 200 small companies in the United
States. Our business was driven by our innovative business model, which offers
consumers options when choosing our clinically proven products, support services
and business opportunities. In 2006, we concentrated our efforts on expanding
these models and building internal infrastructure to support future growth,"
said Michael S. McDevitt, President and CFO.

    In 2006, Medifast achieved significant growth by continuing to provide
clinically proven products and a model that recognize that every customer has
different needs. Medifast offers four distinct channels of distribution and
support services including physician partners, the Medifast website and call-
center, its national Take Shape for Life personal support network and Medifast
Weight Control Centers.

    In 2006, Medifast launched MyMedifast, a robust online weight loss community
with meal planning tools, message boards, chat rooms and an information library,
which is used by thousands of customers everyday. The Company also released a
new Medifast book, "The Secret is Out, What Physicians Have Always Known About
Weight Loss," which has attracted new business and impacted the education of our
loyal customer base on the epidemic of obesity in our country and how Medifast
can help people achieve optimal health through our weight loss and long-term
maintenance programs. The Company also expanded its product categories with the
launch of Medifast Scrambled Eggs, Soy Crisps in Ranch and Apple Cinnamon
flavors as well as line extensions including a Beef Vegetable Stew and Vanilla
Pudding.

    In order to support its dynamic business model, in 2006, the Company
developed an enterprise resource planning system, which integrates its
information technology across the company. The company is continuing to expand
its internal technologies for managing and facilitating synergy among its
growing business channels.

    In 2006, Medifast opened 9 medically supervised Medifast Weight Control
Centers in select markets that offer extensive behavior modification support
counseling services, "In Body" composition analysis and clinically proven
programs based on the Medifast medical model since 1980. The company has been
building infrastructure and refining operations for the anticipated rollout of
the clinic model as a national franchise in 2007.

    Also in 2006, Medifast listed its common stock on the New York Stock
Exchange joining some of the finest public companies in the world and Medifast
Chairman and CEO was recognized as Ernst and Young Entrepreneur of the Year in
the consumer products category in Maryland.

    2006 revenues were fueled by an advertising and public relations strategy
including print, television, radio and web media. Late in 2006, Medifast hired a
seasoned veteran marketing professional in the direct response industry and is
currently preparing new strategies and television formats to optimize its future
advertising effectiveness. Medifast is excited for the rollout of these new
initiatives and marketing campaigns throughout 2007. In addition, the company
has extended its new customers a full 30-day money back guarantee making it risk
free for customers to try the Medifast program and positioning the company for
substantial growth in 2007.

    "We believe that our dynamic infrastructure model, which does not rely on a
single distribution method, will allow Medifast to benefit long term in the over
$40 billion weight loss category. I am looking forward to working with the
executive team led by Michael McDevitt as the company implements the succession
plan that was originally formulated by the board of directors in the first
quarter of 2006. As we continue into 2007, I appreciate the continued support of
our shareholders, customers, trusted business partners, and employees," stated
Bradley T. MacDonald, Chairman and CEO.

<PAGE>

    The Company expects to report 2006 audited year-end results on March 16,
2007. The company expects to release 2007 revenue and earnings per share
financial guidance in the first week of March. As done throughout its history,
the company will continue to update 2007 financial guidance on a quarterly basis
as necessary.

    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.

    About Medifast (http://www.medifastdiet.com)

    Medifast is the leading easy-to-use, clinically proven portion-controlled
weight loss program. Medifast has been recommended by 15,000 physicians and used
by over one million customers. Medifast is committed to enriching lives by
providing innovative choices for lasting health. Medifast programs have been
proven effective through studies by major university teaching hospitals. The
company sells its products and programs are sold via three unique distribution
channels: 1) the web and national call centers, 2) its national network of
physicians and clinics, and 3) its Take Shape For Life program. Medifast was
founded in 1980 and is located in Owings Mills, Maryland.

SOURCE  Medifast, Inc.
    -0-                             02/12/2007
    /CONTACT:  Investor Relations - Medifast, Inc., ir@medifastdiet.com; or
Media Contact - Kerry O'Neill, Warschawski, +1-410-367-2700, Medifast,
kerry.oneill@warschawski.com, for Medifast/
    /Web site:  http://www.medifastdiet.com /
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
