Unassociated Document
Washington, D.C.  20549



Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 7, 2011

(Exact name of registrant as specified in its charter)

(State or other jurisdiction
(Commission File Number)
(IRS Employer
 of incorporation or organization)
Ident. No.)

11445 Cronhill Drive, Owing Mills, Maryland
 (Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code (410)-581-8042

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR    230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR   240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01 Other Events

The Board of Directors of Medifast, Inc. has authorized the repurchase of up to 500,000 shares of the Company’s common stock and  pursuant to that authority the Company purchased 200,000 shares of its common stock on April 7th and April 8, 2011 at an average price of $17.22 per share, aggregating $3,444,000.  There are 165,000 shares remaining beyond the above noted purchase under the Board repurchase plan originally approved and authorized on June 3, 2004 and reaffirmed by recent unanimous Board consent on April 6, 2011.   The stock repurchase program may be limited or terminated at any time without prior notice.
Stock repurchases under this program have been made by the Broker through open market and privately negotiated transactions at times and in such amounts as management deemed appropriate pursuant to Rule 10b-18 of the Exchange Act. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate authorization provisions , above noted regulatory requirements, and other market conditions.



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.
Dated:  April 11, 2011
/s/ Michael S. McDevitt  
    Michael S. McDevitt  
Chief Executive Officer