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) July 31, 2003

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

            Delaware                         000-23016              13-3714405
- ---------------------------------     ------------------------     -------------
  (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

         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)





Item 5. Other Events

      The Medifast Annual  Shareholder  Meeting was held on July 25, 2003 at The
American Stock Exchange.  The Shareholders  voted in favor of the classification
of the Board of Directors into three classes consisting of Class I, Class II and
Class III based on seniority and to amend the Company  bylaws  accordingly . The
shareholders voted Bradley MacDonald (91%) and Donald Reilly (96%) into Class I,
Scott  Zion (96%) and  Michael  MacDonald  (91%) into Class II, and Mary  Travis
(96%)  and  Michael  J.  McDevitt  (96%)  into  Class  III.  Additionally,   the
shareholders  approved the reappointment of Wooden & Benson,  Chartered,  as the
Company's independent auditors for the fiscal year ending December 31, 2003.

      The Directors  elected Mr.  Bradley T. MacDonald as Chairman of the Board,
CEO, Treasurer and Secretary,  and Mr. Scott Zion as Assistant  Secretary of the
Corporation.

      The  stockholders  approved and the Directors  amended the Company's  1993
stock option plan and increased the number of authorized  stock options from one
million  (1,000,000)  to one million two hundred fifty  thousand  (1,250,000) in
order  to  provide   incentives  for  employees,   directors,   and  consultants
performance.

                                   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:  July 31, 2003

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