Exhibit
      32.2





**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**


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.





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.


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 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.


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


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.


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.


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.


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.


Conduct
      an ongoing review of related party transactions to detect any potential
      conflicts of interests.










**System
      of Internal Controls**


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


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


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.


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


**Financial
      Reporting Process and Financial Statements**


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.


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.


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.


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.


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.


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.


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**


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**


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.


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**


Annually
      review the Committee’s performance, 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.


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.


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.


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 NYSE 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 NYSE 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**


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.


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.


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.


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.


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 NYSE
      listing standards, the Committee shall establish its own rules of
      procedure.










Exhibit
      32.3





**Compensation
      Committee Charter**





**Statement
      of Purpose**





The
      Compensation Committee is a standing committee of the Board of Directors. The
      Committee shall have the authority to determine the compensation of the
      Company’s executive officers and such other employees as the Committee may
      decide. The Committee shall also prepare a report on executive compensation
      for
      inclusion in the Company’s annual proxy statement.





**Organization**


*Charter* .
      At
      least annually, this charter shall be reviewed and reassessed by the Committee
      and any proposed changes shall be submitted to the Board of Directors for
      approval.


*Members* .
      The
      members of the Committee shall be appointed by the Board of Directors and shall
      meet the independence requirements of applicable law, the listing standards
      of
      the NYSE and applicable policies of the Board of Directors. The Committee shall
      be comprised of at least three members. Committee members may be removed by
      the
      Board of Directors. The Board of Directors shall designate one Member as
      Committee Chairperson.


*Meetings* .
      The
      Committee shall each year establish a schedule of meetings. Additional meetings
      may be scheduled as required.


*Agenda,
      Minutes and Reports.* The
      Chairperson of the Committee shall be responsible for establishing the agendas
      for meetings of the Committee. Minutes for all meetings of the Committee shall
      be prepared to document the Committee’s discharge of its responsibilities. The
      minutes shall be circulated in draft form to all Committee members to ensure
      an
      accurate final record, shall be approved at a subsequent meeting of the
      Committee and shall be distributed periodically to the full Board of Directors.
      The Committee shall make regular reports to the Board of Directors.


**Outside
      Advisors**


*The
      Compensation Committee shall have the authority to retain such outside
      consultants as it determines appropriate to assist in the performance of its
      functions, or to advise or assist in the evaluation of director, CEO, or senior
      executive compensation, and to approve the consultant’s fees and other retention
      terms.*


**Duties
      and Responsibilities**


The
      following shall be the principal responsibilities of the Committee:


*Compensation
      Philosophy and Program* .
      In
      consultation with senior management, the Committee shall establish the Company’s
      general compensation philosophy, and oversee the development and implementation
      of executive compensation programs and policies with respect to the engagement
      of individuals as independent contractors of the Company. The Committee shall
      review on a periodic basis the Company’s executive compensation programs and
      make any modifications that the Committee may deem necessary or advisable,
      in
      its sole discretion.


*Chief
      Executive Officer Compensation* .
      The
      Committee shall annually review and approve the Company’s goals and objectives
      relevant to the compensation of the Chief Executive Officer and shall evaluate
      the performance of the Chief Executive Officer in light of those goals and
      objectives. Based on such evaluation, the Committee shall have the sole
      authority to set the compensation (including base salary, incentive compensation
      and equity-based awards) of the Chief Executive Officer


*Officer
      Compensation* .
      The
      Committee shall also review and approve the compensation (including base salary,
      incentive compensation and equity-based awards) of officers above the level
      of
      Vice President of the Company and review and approve compensation guidelines
      for
      all other officers.


*Benefit
      Plans* .
      The
      Committee shall review the terms of the Company’s incentive compensation plans,
      equity-based plans, retirement plans, deferred compensation plans.


*Annual
      Compensation Committee Report. The Committee shall produce an annual report
      on
      executive compensation for inclusion in the Company’s annual proxy statement,
      all in accordance with applicable rules and regulations.*


*Committee
      Performance Evaluation* .
      The
      Committee shall evaluate its own performance on an annual basis and develop
      criteria for such evaluation.


*Other
      Duties* .
      The
      Committee shall also carry out such other duties as may be delegated to it
      by
      the Board of Directors from time to time.










Exhibit
      32.4





**Nomination
      Committee Charter**





**Purpose**


The
      purpose of the Nomination Committee (the "Committee") of the Board of Directors
      (the "Board") of Medifast, Inc. (the "Company") is to identify individuals
      qualified to become Board members; to recommend to the Board individuals to
      serve as directors of the Company and on committees of the Board; to advise
      the
      Board with respect to Board composition, procedures and committees; to develop,
      recommend to the Board and annually review a set of corporate governance
      principles applicable to the Company; to evaluate and make recommendations
      to
      the Board with respect to the compensation of Directors; to oversee the
      evaluation of the Board; and to have such other powers and perform such other
      duties as the Board may from time to time delegate.




**Duties
      and Responsibilities**




**A.
      Board Candidates and Nominees**




The
      Committee shall have the following duties and responsibilities with respect
      to
      Board candidates and nominees:




(a)
      To
      develop and recommend to the Board director qualification criteria and establish
      procedures for evaluating the suitability of potential director nominees. Such
      criteria shall include the possession of such knowledge, experience, skills,
      expertise and diversity so as to enhance the Board's ability to manage and
      direct the affairs and business of the Company, including, when applicable,
      to
      enhance the ability of committees of the Board to fulfill their duties and/or
      to
      satisfy any independence requirements imposed by law, regulation or NYSE listing
      standards.




(b)
      To
      actively identify and attract candidates for director and to review potential
      nominees proposed by management, shareholders or others.




(c)
      To
      recommend to the Board the director nominees for election by the shareholders
      or
      for appointment by the Board, as the case may be, pursuant to the By-Laws of
      the
      Company, which recommendations shall be consistent with the Board's criteria
      for
      selecting new directors.




(d)
      To
      review the suitability for continued service as a director of each Board member
      when his or her term expires and when he or she has a significant change in
      status, including but not limited to an employment change, and to recommend
      whether or not the director should be re-nominated.




(e)
      To
      review and make recommendations to the Board with regard to length of Board
      service, director compensation and a retirement policy for members of the
      Board.




(f)
      To
      review and oversee any orientation programs for newly elected members of the
      Board and continuing director education programs and to assist the Board in
      the
      implementation of such programs.




**B.
      Board Composition and Procedures**




The
      Committee shall have the following duties and responsibilities with respect
      to
      the composition and procedures of the Board as a whole:




(a)
      To
      review annually with the Board the composition of the Board as a whole and
      to
      recommend, if necessary, measures to be taken so that the Board reflects the
      appropriate balance of knowledge, experience, skills, expertise and diversity
      required for the Board as a whole and contains at least the minimum number
      of
      independent directors required by NYSE listing standards.


(b)
      To
      review periodically the size of the Board and to recommend to the Board any
      appropriate changes.


(c)
      To
      make recommendations on the frequency, content and structure of Board
      meetings.


(d)
      To
      make recommendations concerning any other aspect of the procedures of the Board
      that the Committee considers warranted, including but not limited to procedures
      with respect to the waiver by the Board of any Company rule, guideline,
      procedure or corporate governance principle.









**C.
      Board Committees**




The
      following shall be the duties and responsibilities of the Committee with respect
      to the committee structure of the Board:




(a)
      To
      make recommendations to the Board regarding the size and composition of each
      standing committee of the Board, including the identification of individuals
      qualified to serve as members of a committee, including the Committee, and
      to
      recommend individual directors to fill any vacancy that might occur on a
      committee, including the Committee.




(b)
      To
      monitor the functioning of the committees of the Board and to make
      recommendations for any changes, including the creation and elimination of
      committees.




(c)
      To
      review annually committee assignments and the policy with respect to the
      rotation of members of the committees and/or chairpersons, and to report any
      recommendations to the Board.




**D.
      Corporate Governance**




The
      following shall be the duties and responsibilities of the Committee with respect
      to corporate governance:




(a)
      To
      develop and review periodically, and at least annually, the Corporate Governance
      Guidelines adopted by the Board to assure that they are appropriate for the
      Company and comply with the requirements of the NYSE, and to recommend any
      desirable changes to the Board.




(b)
      To
      consider any other corporate governance issues that arise from time to time,
      and
      to develop appropriate recommendations for the Board.




(c)
      To
      review significant shareholder relations issues, corporate political
      contributions and the Company's charitable contributions.




**E.
      Evaluation of the Board**




The
      Committee shall be responsible for overseeing the evaluation of the Board as
      a
      whole and its committees. The Committee shall establish procedures to allow
      it
      to exercise this oversight function.




**F.
      Investigations and Studies; Outside Advisers**




The
      Committee may conduct or authorize investigations into or studies of matters
      within the Committee's scope of responsibilities, and may retain, at the
      Company's expense, such independent counsel or other advisers as it deems
      necessary. The Committee shall have the sole authority to retain or terminate
      any firm to be used to identify director candidates and evaluate director
      compensation, including sole authority to approve a search firm's fees and
      other
      retention terms, such fees to be borne by the Company.




**G.
      Performance Evaluation**




The
      Committee shall annually conduct an evaluation of its own performance and,
      in
      light of this, consider changes in its membership, charter or procedures. The
      Committee shall report to the Board the results of its evaluation, including
      recommended charter, membership and other changes.




**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 be "independent" as required by NYSE listing
      standards and any other legal requirements as shall from time to time be in
      effect. The Board of Directors shall, in the exercise of business judgment,
      determine the "independence" of directors for this purpose.




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 Committee) at the
      organizational meeting of the Board of Directors held in connection with the
      annual meeting of shareholders.




Vacancies
      on the Committee shall be filled by 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 three 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. | 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.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 NYSE
      listing standards, the Committee shall establish its own rules of
      procedure.