SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
							April 11, 2005

via facsimile and U.S. mail

Mr. Bradley T. MacDonald
Chief Executive Officer
Medifast, Inc.
11445 Cronhill Drive
Owings Mills, MD  21117

	Re:	Medifast, Inc.
		Form 10-KSB, Filed March 14, 2005
		File No.  1-31573

Dear Mr. MacDonald:

      We have reviewed the above filings and have the following
accounting comments.  Our review has been limited to your
financial
statements and the related disclosures in Management`s Discussion
and
Analysis.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. On a supplemental basis, we would like to advise you that you
are
no longer eligible to file future periodic reports on Form 10-QSB
or
Form 10-KSB under Regulation S-B, Item 10, as your revenues have
exceeded $25 million for the past two consecutive fiscal years.
Please comply with the requirements of Regulations S-K and S-X,
the
instructions to Form 10-Q in your next quarterly report, and the
instructions to Form 10-K in your next annual report.

Form 10-KSB for the year ended December 31, 2004

Part I, Item 1.  Business, page 4

2. We note your discussion of the acquisition of Consumers Choice
Systems, Inc. and Hi-Energy Weight Control Centers in 2003.
Please
expand your footnotes to the financial statements to include the
information required by FAS 141, paragraphs 51 through 57, as
applicable.

Part II, Item 7.  Controls and Procedures, page 14

3. We note your disclosure that there were no "significant
changes"
in your internal controls that could "significantly affect" your
controls over financial reporting.  However, Item 308(c) of
Regulation S-B requires that you disclose any change in the
registrant`s internal control over financial reporting identified
in
connection with the evaluation required by paragraph (d) of
Exchange
Act Rules 13a-15 or 15d-15 that occurred during the fourth fiscal
quarter that has "materially affected, or is reasonably likely to
materially affect, the small business issuer`s internal control
over
financial reporting."  In an amended filing, disclose any change
in
your internal control over financial reporting identified in
connection with the evaluation that occurred during your last
fiscal
quarter that has materially affected, or is reasonably likely to
materially affect your internal control over financial reporting
as
required by Item 308(c) of Regulation SB.  Refer to Release 33-
8238
for additional guidance related to amendments to the disclosure
requirements, which were effective August 14, 2003.

Part II, Item 8.  Financial Statements

Note B - Significant Accounting Policies, page F-8

[9] - Revenue

4. We note the disclosure of your revenue recognition accounting
policy.  Expand your disclosures to address all the criteria to be
met for revenue recognition as discussed in Staff Accounting
Bulletin
Topic 13.  If certain industry-specific authoritative guidance
applies, discuss your policies with regard to the application of
that
literature.

5. We note that your product distribution channels include medical
professionals, pharmacists and weight-loss clinics that resell
your
products to patients.  On a supplemental basis, describe to us
your
sales terms with these customers.  If such terms include a right
of
return, expand your disclosure of revenue recognition policies to
address the requirements of FAS 48 and SAB Topic 13.

6. We note your acquisition of Hi-Energy Weight Control Centers
described in Part I, Item1.  The disclosures state you are seeking
qualified licensees for these clinics, in addition to corporately
owned clinics.  Expand your revenue recognition policies to
provide
the disclosures required by FAS 45, paragraphs 20-23.

7. Your expanded revenue recognition disclosures should also
address
your accounting for and classification of shipping and handling
fees
in your financial statements.  Please refer to EITF 00-10 if you
require further guidance.

 [15] - Recent Accounting Pronouncements

8. Expand your significant accounting policies footnote to
disclose
your accounting policies with regard to your intangible assets.
These disclosures should address the items discussed in FAS 142,
paragraphs 9-41, including the recognition and measurement of
intangible assets, determination of the useful life and
amortization,
recognition and measurement of impairment losses, accounting for
goodwill, and recognition and measurement of impairment losses for
goodwill.

Note E - Trademarks, page F-17

9. Provide the disclosures required by FAS 142, paragraphs 44-47,
with regard to your intangible assets.  Disclose the components of
"other intangibles" in sufficient detail to give an understanding
of
the nature and utility of these items to your company.  If
goodwill
is a material component, disclose the amount of goodwill as a
separate line item in the statement of financial position as
required
by FAS 142, paragraph 43.

Part IV, Item 13.  Exhibits and Reports on Form 8-K, page 21

10. In an amended filing, provide as an exhibit for each principal
executive officer and each principal financial officer the
certifications required pursuant to Section 302 and 906 of the
Sarbanes Oxley Act.  Please refer to the information provided in
Financial Release 33-8238 and Regulation S-B Item 601(b)(31) and
(32)
for the exact wording needed in these certifications.

Closing Comments

      As appropriate, please amend your filing(s) and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of amendment(s) to expedite our review.  Please furnish a
cover letter with your amendment(s) that keys your responses to
our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment(s) and responses to our comments.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to the company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filing(s);

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and

	the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing(s) or
in
response to our comments on your filing(s).

      You may contact Gary Newberry at (202) 824-5567 or Shannon
Buskirk at (202) 942- 1826 if you have questions regarding
comments
on the financial statements and related matters.  Please contact
me
at (202) 942-1870 with any other questions.  Direct all
correspondence to the following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

??

??

??

??

Medifast, Inc.
April 11, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>