MEDIFAST INC — Director's Dealing 2006

Feb 1, 2006

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2005-12-31

Reporting Person: RNI-NV Limited Partnership (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-31	Common Stock	J	0	—	Disposed	1088830	Direct

Footnotes

F1: This Form 5 is being filed solely to report the year-end holdings of the Reporting Person. All transactions completed during 2005 have been reported on Forms 3 and 4.