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) March 23, 2004

                                 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, 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

Official 2004 Financial Guidance

      For 2004,  the  Company  expects to report  revenues of $38 to $39 million
with a pretax profit of $0.55 to $0.58 per diluted share. The Company expects to
grow sequentially on a quarterly basis as a result of the following initiatives.
Medifast  Physician  and  Patient  Support  Programs  is  expected to grow by $4
million as a result of our  advertising/infomercial  programs and growing  brand
awareness in the marketplace.  Take Shape for Life Physician Directed Network is
expected to grow by  approximately $4 million as a result of  implementation  of
the highly  successful  tasting  program,  the XL Health agreement and qualified
leads generated from the Company's national advertising campaign.  International
business is expected to grow by  approximately  $1 million  through product line
extensions  and  additional  joint  venture  agreements.  Hi-Energy  clinics are
expected to grow by approximately $4 million as the Company rapidly expands into
new markets with  corporately  owned  centers in addition to sales  increases in
licensed clinics' sales due to the implementation of Medifast Disease Management
programs.  CCS Retail  Sales and  Miscellaneous  business is expected to grow by
approximately $1 million with the introduction of innovative  ephedra-free  Diet
Pills and expanded distribution of its Menopause Relief and UTI branded products
in the growing woman's health market.

      For the first  quarter  ended March 31, 2004,  Medifast  expects to report
revenues of $6.5 to $6.6  million,  compared to $6.3 million for the same period
in 2003. The 2003 results included a pipeline shipment of $1 million,  which the
Company  expects to occur in the second and third quarters of this year. For the
first quarter,  the Company expects to generate Pre-Tax EPS of between $0.07 and
$0.09,  compared to $0.14 for the first quarter 2003. Medifast expects to report
revenues of $38 to $39 million and pre-tax EPS of $0.55 to $0.58.

      Brad MacDonald, CEO of Medifast, based on a thorough financial analysis of
the 2003  year end  results  published  in the  Company's  10-KSB  gave  finance
Guidance  for 2004 on a  conference  call on March 15, 2004 at 4:30 pm. Prior to
the guidance,  Jeremy Hunt,  Director of Investor  Relations  read the following
forward-looking  statements that applies to the company's press release and this
SEC filing: Statements included may constitute forward looking statements within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
statements  involve  a number  of risks and  uncertainties  such as  competitive
factors, technological development,  market demand, and the company's ability to
accurately  estimate  revenues due to market  factors  beyond its  control.  The
actual results may differ materially from any financial  outlooks stated herein.
Further  information  on  potential  factors  that could  affect  the  Company's
financial  results can be found in the  company's  reports on form 10-K and 10-Q
filed  with the  Securities  and  Exchange  Commission.  Medifast  shall have no
obligation to update the information provided to reflect subsequent events.




                                   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: March 23, 2004

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