MEDIFAST INC — Director's Dealing 2005

Aug 11, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2004-08-09

Reporting Person: MACDONALD BRAZDLEY T (Director, CEO, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-09	Common Stock	M	110000	$0.50	Acquired	0	Direct
2005-08-09	Common Stock	M	13333	$2.67	Acquired	771081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-09	Preferred Converted to Common Shares	$0.50	M	110000	Acquired		Common Stock (110000)	Direct
2005-08-09	Employee Stock Option (Right to Buy)	$2.67	M	13333	Disposed	2010-03-02	Common Stock (13333)	Direct

Footnotes

F1: N/A