SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 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.
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             (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.)





Item 4.  Changes in Registrant's Certifying Accountant

         Medifast,  Inc.  ("Company")  (AMEX:MED)  accountant,  Wooden & Benson,
Chartered  resigned and will no longer  represent the company as of December 10,
2003.  The  resignation  was due to the fact that 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 through
the date of  resignation,  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  Registrant's  relationship  there  were no
disagreements  or  reportable  events  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.  Medifast, Inc. has engaged the new accountants effective December 10,
2003. The Medifast, Inc. auditing committee approved the change of accountants.



                                   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
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                                            Bradley T. MacDonald
                                            Chairman and Chief Executive Officer


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