8-K

                       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) September 12, 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, Owings Mills, Maryland                     21117
      --------------------------------------------                  ----------
       (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

      Seven  Crondall,   LLC,  a  wholly  owned  subsidiary  of  Medifast,  Inc.
("Company")  (AMEX:MED) has purchased a 119,825 sq. foot  distribution  facility
located at 601 Sunrise Ave.,  Ridgely,  Maryland 21660 from  NewRoads,  Inc. for
$2.6  million.  The company  will finance $1.7  million  through  Merrill  Lynch
Capital  at the 30 day LIBOR  interest  rate plus 220 basis  points  over  seven
years.  The Company also acquired the assets and  management  expertise of Dunst
and Associates, Inc., a 15-year experienced distributor in Eldersburg,  Maryland
to  operate  the  new  distribution  center.  The  company  acquired  Dunst  and
Associates  assets for  $400,000  in cash and 3,347  shares of  Medifast  common
stock,  which will provide the infrastructure  necessary to continue  operations
without  interruption  since Dunst and Associates  currently  handles 50% of the
pick and pack distribution business for Medifast.

                                   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: September 12, 2003

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


                                       2

EX-99.1

                                                                    Exhibit 99.1

Medifast Acquires New Distribution Facility and 15-year-old Distribution Team

OWINGS MILLS, Md., Sept. 15 /PRNewswire-FirstCall/ -- Medifast, Inc.
(Amex: MED) announced today that Seven Crondall, LLC, a wholly owned
subsidiary of Medifast, has completed the purchase of a 119,000 square foot
distribution facility in Ridgley, Maryland. The agreement between the Company
and NewRoads, Inc. was finalized today at a purchase price of $2.6 million.
The Company will finance $1.7 million through Merrill Lynch Capital at the 30
day LIBOR interest rate plus 220 basis points over the next seven years. The
distribution facility is expected to help the Company, through its capacity to
produce up to $200 million per year in Medifast products, to support the
company's growth objectives.

Medifast also acquired the assets and management expertise of Dunst and
Associates, Inc., (Dunst) a Maryland Corporation. The Company purchased the
15-year-old distributor for $400,000 in cash and 3,347 shares of Medifast
common stock. The purchase will provide the management and infrastructure
necessary to continue operations without interruption, since Dunst currently
handles 50% of the pick and pack distribution business for the Company.

"Acquiring the assets of Dunst will allow us to improve the level of
service our customers receive," says Brad MacDonald, Medifast's CEO. "With
Dunst's expertise and our new facility, our Company will have the opportunity
to expand its infrastructure to accommodate our anticipated growth and
maintain the quality of products that our customers have come to expect. This
is another step in developing the resources necessary to support the dramatic
increase in sales we expect will be generated by our 2004 national television,
print and radio advertising campaign."

The Company recently assembled its first "second shift" manufacturing team
since 1993, to increase inventories to support its current level of business.

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.

/CONTACT: Jeremy Hunt, Investor Relations Specialist, +1-410-504-8196 or
Casey Seward, Public Relations and Marketing Manager, +1-410-504-8154, both of
Medifast, Inc.; or Ken Sgro of CEOcast, Inc. for Medifast, +1-212-732-4300/
/Web site: http://www.medifast.net/
(MED)

CO: Medifast, Inc.; NewRoads, Inc.; Seven Crondall, LLC; Dunst and
Associates, Inc.
ST: Maryland
IN: HEA SPM
SU: TNM