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                                 MEDIFAST, INC.

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               CERTIFICATION PURSUANT OT RULE 13A-14 AND 15D-14 OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

      I, Bradley T. MacDonald, Chief Executive Officer/ Chief Financial Officer,
certify that:

(1)       I have reviewed this quarterly report on form 10Q of Medifast, Inc.
          (the "registrant");

(2)       Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

(3)       Based on my knowledge, the financial statements and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

(4)       The registrant's other certifying officers and I are responsible for
          establishing and maintainng disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

            (a)   Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

            (b)   Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

            (c)   Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

(5)       The registrant's certifying officer has disclosed, based on our most
          recent evaluation, to the registrant's auditors and the audit
          committee of registrant's board of directors (or persons performing
          the equivalent function):

            (a)   All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls: and

            (b)   Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and



(6)       The registrant's certifying officer has indicated in this quarterly
          report whether or not there were significant changes in internal
          controls or in other factors that could significantly affect interal
          controls subsequent to the date of our most recent evaluation,
          including any corrective actions with regard to significant
          deficiencies and material weaknesses.



Date: November 15, 2004                 /s/ Bradley T. MacDonald
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                                        Bradley T. MacDonald
                                        Chief Executive Officer
                                        Chief Financial Officer