Exhibit 33.1

                             Audit Committee Charter

Purpose

The purpose of the Audit Committee (the "Committee") of the Board of Directors
(the "Board") of Medifast, Inc. (the "Company") shall be to assist in Board
oversight of (1) the integrity of the Company's financial statements, (2) the
Company's compliance with legal and regulatory requirements, (3) the independent
auditors' qualifications and independence, (4) the performance of the Company's
independent auditors' (the "Auditors") (5) the Company's code of business
conduct and ethics; and to prepare the audit committee report that the rules of
the Securities and Exchange Commission (the "SEC") require to be included in the
Company's annual proxy statement. References herein to any term or provision of
any law, rule or regulation shall include all amendments, restatements,
supplements or modifications thereof, and all successor, replacement or
redesignated terms or provisions thereto.

Duties and Responsibilities of the Committee

The Committee's function is one of oversight. The Company's management is
responsible for preparing the Company's financial statements and for developing
and maintaining systems of internal accounting and financial controls, while the
Auditors will assist the Committee and the Board in fulfilling their
responsibilities for their review of these financial statements and internal
controls. The Committee expects the Auditors to call to their attention any
accounting, auditing, internal accounting control, regulatory or other related
matters that they believe warrant consideration or action. The Committee
recognizes that the financial management and the internal and outside auditors
have more knowledge and information about the Company than do Committee members.
Consequently, in carrying out its oversight responsibilities, the Committee does
not provide any expert or special assurance as to the Company's financial
statements or internal controls or any professional certification as to the
Auditors' work.

The Committee shall undertake the following activities in carrying out its
oversight responsibilities:

Internal and External Audit Responsibilities

1. The Committee shall have the sole authority to directly appoint, retain,
compensate, evaluate and, where appropriate, replace the Auditors (subject, if
appropriate, to ratification by a vote of the shareholders of the Company). The
Auditors shall report directly to the Committee. The Committee must be directly
responsible for oversight of the independent auditors, including resolution of
disagreements between management and the Auditors.

2. Review and pre-approve all the audit services to be performed, including the
Auditors' engagement letter for the annual audit of the Company in accordance
with U.S. generally accepted auditing standards and the proposed fees in
connection with such audit. Any additional services that management chooses to
hire the independent auditors to perform must be approved individually by the
Committee, prior to the independent auditors engagement. The authority for such
pre-approval may be delegated to one or more members of the Committee; the
decisions of any member to whom pre-approval authority is delegated shall be
presented to the full Committee at the next Committee meeting and make
recommendations, if any, with respect to the audit scope, plans for (including
staffing and budgeting), and the results of, the annual audit conducted by the
Auditors and the internal auditors.

3. Receive and review periodic written reports from the Auditors regarding the
Auditors independence and discuss such reports with the Auditor. Annually,
obtain and review a report by the Auditors describing their internal
quality-control procedures, any material issues raised by the most recent
internal quality-control review or peer review, or by any inquiry or
investigation by governmental or professional authorities, within the preceding
five years, with respect to any independent audit carried out by the firm. Such
report shall also detail steps taken to resolve any issues raised in the above
reviews, inquiries or investigations and all relationships between the
independent auditor and the Company. The Committee shall review and discuss with


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the Auditors any relationships or services that may impact the objectivity and
independence of the Auditors and take appropriate action in response to the
Auditors' report to satisfy itself of the Auditors' independence. This review
shall include an evaluation of the lead partner of the Auditors. The Committee
shall insure that the lead audit partner is rotated at least every five years to
the extent required by the Securities Exchange Act of 1934, as amended by the
Sarbanes Oxley Act of 2002 (the "Act"), and shall consider whether there should
be regular rotation of the Auditors. The Committee shall present its findings
from this report to the Board.

4. The Committee shall establish clear policies with respect to the hiring of
employees or former employees of the Auditors.

5. The Committee shall ensure that none of the individuals serving in the
positions of chief executive officer, chief financial officer, corporate
controller, chief accounting officer, or any person serving in an equivalent
position participated in any capacity in the audit of the Company as an employee
of the Auditors during the 1-year period preceding the date of initiation of any
audit being performed by the Auditors.

6. Review with the Auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 relating to communications with audit committees ("SAS
61"), all alternative accounting treatments of financial information discussed
with management (including the ramifications of using such alternative
disclosures and treatments and the Auditors' preferences) and all material
written communications with management.

7. Review with the Auditors any audit problems or difficulties and disagreements
with management encountered in the course of the audit, management's response
thereto and the related effects on audit scope and procedures. The Committee is
responsible for resolving any disagreements between management and the Auditors
or internal auditors regarding financial reporting.

8. Examine and review with the Auditors, the Company's chief financial and
accounting officers the comments and recommendations contained in the Auditors'
summary audit management reports, as presented to the Committee, and
management's response to those reports, and advise the Board with respect
thereto.

9. System of Internal Controls

10. At least quarterly, the Committee shall meet with management and the
Auditors in separate executive sessions.

11. Review with the management and the Auditors the quality and adequacy of
internal controls that could significantly affect the Company's financial
statements.

12. Discuss with management and the Auditors the Company's major financial risk
exposures, the Company's policies with respect to risk assessment and risk
management and the steps management has taken to monitor and control these
exposures.

13. Review and make recommendations to the Board concerning the Company's
policies with regard to affiliate/related party transactions.

14. Financial Reporting Process and Financial Statements

15. Discuss with management and the Auditors the quality and adequacy of the
Company's disclosure controls and procedures, and review disclosures made by the
Company's principal executive officer and principal financial officer in the
Company's periodic reports filed with the SEC regarding compliance with their
certification obligations.

16. Prior to each quarterly earnings release, the Committee shall discuss with
management and the Auditors the earnings press release, as well as financial
information and earnings guidance to be provided to investors, analysts or
rating agencies.


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17. Meet to review and discuss with management and the Auditors the Company's
quarterly financial statements, including reviewing the Company's specific
disclosures under "Management's Discussion and Analysis of Financial Condition
and Results of Operations", prior to filing on Forms 10-Q.

18. Meet to review and discuss with management and the Auditors the annual
audited financial statements, including reviewing the Company's specific
disclosures under "Management's Discussion and Analysis of Financial Condition
and Results of Operations", any changes in accounting policies and practices,
financial reporting practices and significant reporting issues, critical
accounting policies and significant estimates and judgments made in connection
with the preparation of such audited financial statements, prior to filing on
Forms 10-K.

19. Review with management and the Auditors the effect of regulatory and
accounting initiatives, as well as off-balance sheet structures, on the
Company's financial statements.

20. Review with, and make a recommendation to, the Board with respect to the
inclusion of the audited financial statements, including the Company's specific
disclosures under "Management's Discussion and Analysis of Financial Condition
and Results of Operations", in the Company's Annual Report to Shareholders and
in the Company's Form 10-K to be filed with the SEC.

21. Prepare the report from the Audit Committee required by the rules of the SEC
to be included in the Company's annual proxy statement.

Compliance with Laws and Regulations

22. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance policies
and any material reports or inquiries received from regulators or government
agencies.

Compliance with the Company's Codes of Conduct

23. Ensure that the Company's Ethics Policy (the "ethics codes") are in writing
and have annually been distributed to applicable Company employees, Directors
and other individuals covered by its contents.

24. Establish and maintain a procedure for the receipt, retention and treatment
of complaints received by the Company regarding accounting, internal accounting
controls, or auditing matters. Additionally, establish and maintain procedures
for the confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.

Reporting and other Responsibilities

25. Annually review and reassess the adequacy of the Committee's purpose and
responsibilities as herein set forth and recommend any proposed changes to the
Board for approval.

26. The Committee has the authority, without having to seek Board approval, and
appropriate funding to obtain advice and assistance, as appropriate, from
outside legal, accounting and other advisers, as it determines necessary to
carry out its duties. The Committee may also conduct or authorize investigations
into or studies of matters within the Committee's scope of responsibilities.

27. The Committee shall review at least quarterly with the Board any issues that
arise with respect to the quality or integrity of the Company's financial
statements, the Company's compliance with legal or regulatory requirements, the
performance and independence of the Auditors, or the performance of the internal
audit function.


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28. The Chairman of the Committee shall report to the Board at each meeting of
the Board the deliberations, actions and recommendations of the Committee since
the last Board meeting and such other matters as the Board shall from time to
time specify.

Composition and Qualifications

The Committee shall be comprised of three or more directors, the exact number to
be determined from time to time by resolution of the Board. Each member of the
Committee shall (1) be "independent" as required by AMEX Corporate Governance
Rules and any other legal requirements as shall from time to time be in effect,
including, without limitation Rule 10A-3(b)(i) under the Act, subject to the
exemptions provided in Rule 10A-3(c), and (2) have such financial/accounting
literacy or expertise as required by AMEX listing standards and/or rules adopted
by the SEC pursuant to the Act. The Board of Directors shall, in the exercise of
business judgment, determine the "independence" and "financial literacy",
"financial expertise", or "accounting and related financial management
expertise" of directors for this purpose. At least one member of the Committee
must have accounting or related financial management expertise, as the Board
interprets such qualification in its business judgment. A person who satisfies
the definition of audit committee financial expert set out in Item 401(h) of
Regulation S-K shall be presumed to have such accounting and related financial
management expertise.

No Director may serve as a member of the Committee if such Director serves on
the audit committee of more than two other public companies, unless the Board
determines that such simultaneous service would not impair the ability of such
Director to effectively serve on the Committee. Any such determination shall be
disclosed in the Company's annual proxy statement.

The Chairman of the Committee shall be designated by a majority vote of the
entire Board.

Members of the Committee shall be designated annually by a majority vote of the
entire Board (after considering any recommendations of the Corporate Governance
Committee) at the organizational meeting of the Board held in connection with
the annual meeting of shareholders.

Vacancies on the Committee shall be filled by a majority vote of the entire
Board. By a majority vote of the entire Board, a member of the Committee may be
removed.

Structure and Operation

1. Two members of the Committee shall constitute a quorum. When more than two
members are present, the act of a majority of the members present at a meeting
at which a quorum is present shall be the act of the Committee, and when only
two members are present, the unanimous vote of the two members shall constitute
the act of the Committee.

2. The Secretary of the Company, or in the absence of the Secretary such person
as may be designated by the Chairman of the Committee, shall act as secretary
and keep the minutes of all meetings of the Committee.

3. The Committee shall meet in person or telephonically at least five times a
year at such times and places determined by the Chairman of the Committee, with
further meetings to occur, or actions to be taken by unanimous written consent,
when deemed necessary or desirable by the Committee or its Chairman.

4. The Committee may request that any directors, officers or employees of the
Company, or other persons whose advice and counsel are sought by the Committee,
attend any meeting of the Committee to provide such pertinent information as the
Committee requests.

5. Except as expressly provided in this Charter, the By-laws of the Company, or
the Company's Corporate Governance Guidelines, or as required by law, regulation
or AMEX listing standards, the Committee shall establish its own rules of
procedure.


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