**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-Q/A**




**Amendment
      No. 1**




**x**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




For
      the
      quarterly period ended June 30, 2007




OR




**o**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




For
      the
      transition period from  to




Commission
      file number 0-23016




**MEDIFAST,
      INC.**


**(Exact
      name of registrant as specified in its charter)**




**Delaware**
            
            **13-3714405****(State
                or other jurisdiction**
              **of
                organization)**
            
            **(I.R.S.
                employer**
              **identification
                no.)**




**11445
      Cronhill Drive**


**Owings
      Mills, MD 21117**


**Telephone
      Number (410) 581-8042**




Indicate
      by checkmark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the registrant
      was required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.




Yes x     No o




Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      accelerated filer  o Accelerated
      filer xNon-accelerated
      filer  o




Indicate
      by checkmark whether the Registrant is a shell company (as defined in Rule
      12b-2
      of the Exchange Act).




Yes  o No  x




Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.




**Class**
            
            **Outstanding at
                November 1, 2007**Common
                stock, $.001 par value per share
            
            13,709,098
                shares




1


Explanatory
      Note




This
      Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended
      June
      30, 2007 is being filed for the sole purpose of updating “Evaluation of
      Disclosure Controls and Procedures” located under Item 5 - “Other Information in
      the Quarterly Report.” As disclosed in our annual report for the year ended
      December 31, 2006 on Form 10-K/A filed with the Securities and Exchange
      Commission on September 6, 2007, we determined that as of December 31, 2006
      there was a material weakness in our internal controls over financial reporting
      with respect to amortization expense on a customer list. The Company also
      restated its Quarterly Report on form 10-Q for the quarter ended March 31,
      2007
      to correct the Company’s accounting for amortization expense on a customer list.
      We have determined that this material weakness still existed as of June 30,
      2007.




Except
      as
      discussed above, we have not modified or updated the disclosure presented in
      Form 10-Q for quarter ended June 30, 2007 filed on August 9, 2007 with the
      Securities and Exchange. This Form 10-Q/A does not reflect events that have
      occurred after the filing of the Original Quarterly Report or modify or update
      disclosures presented in the Original Quarterly Report affected by subsequent
      events. Accordingly, this Form 10-Q/A should be read in conjunction with
      our filings made with the Securities and Exchange Commission (“SEC”) subsequent
      to the date of the filing of the Original Quarterly Report.




In
      addition, in accordance with applicable SEC rules, this Form 10-Q/A
      includes updated certifications from our Chief Executive Officer and Chief
      Financial Officer.





2


Evaluation
      of Disclosure Controls and Procedures:




In
      connection with the aforementioned restatement of our financial statements,
      under the supervision and with the participation of our management, including
      our principal executive officer and principal financial officer, we reevaluated,
      as of June 30, 2007, the effectiveness of the design and operation of our
      disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934, as amended (the “Act”). Based upon
      that reevaluation, as a result of a material weakness in internal control over
      financial reporting with respect to amortization expense on a customer list,
      our
      principal executive officer and principal financial officer have concluded
      that
      our disclosure controls and procedures were not effective to provide reasonable
      assurance that information required to be disclosed by us in the reports that
      we
      file or submit under the Act is (i) recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission’s rules and forms; and (ii) accumulated and communicated to our
      management, including our principal executive and principal financial officers,
      as appropriate to allow timely decisions regarding required disclosures. In
      connection with the Original Filing and prior to our discovery of the error
      relating to amortization expense on a customer list, our principal executive
      officer and principal financial officer had concluded that our disclosure
      controls and procedures were effective as of June 30, 2007 to a reasonable
      assurance level.




Changes
      in Internal Control over Financial Reporting:




There
      was
      no change in our internal control over financial reporting during the quarter
      ended June 30, 2007 that has materially affected, or is reasonably likely
      to materially affect, our internal control over financial reporting. As
      disclosed in our annual report for the year ended December 31, 2006 on Form
      10-K/A filed with the Securities and Exchange Commission on September 6, 2007,
      we determined that as of December 31, 2006 there was a material weakness in
      our
      internal controls over financial reporting with respect to amortization expense
      on a customer list. We have determined that this material weakness still existed
      as of June 30, 2007.




3


**SIGNATURES**





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, thereunto
      duly authorized.




**Medifast,
              Inc.**BY:
            /s/ MICHAEL
              S. MCDEVITT
            
            
            November
                2,
                2007Michael S. McDevittChief
              Executive
              Officer and Chief Financial Officer(principal executive officer and principal
              financial officer)




4


Index
      to
      Exhibits





Exhibit Number
            Description of Exhibit  31.1
            Certification
                of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation
                S-K,
                as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.





31.2
            Certification
                of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation
                S-K,
                as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.





32.1
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002




5