October 17, 2024

Jonathan Mackenzie
Chief Accounting Officer
Medifast, Inc.
100 International Drive
Baltimore, MD 21202

       Re: Medifast, Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2023
           Filed February 20, 2024
           Form 10-Q for the Fiscal Quarter Ended June 30, 2024
           Filed August 5, 2024
           File No. 001-31573
Dear Jonathan Mackenzie:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the Fiscal Quarter Ended June 30, 2024
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Non-GAAP Financial Measures, page 23

1.     We note that in your presentation of the non-GAAP measures, you have
adjustments
       for OPTAVIA convention cancellation and LifeMD prepaid services
amortization.
       We further note the adjustment for LifeMD collaboration costs in your
2023 Form 10-
       K. Please remove these adjustments from your non-GAAP financial measures
or
       further explain to us the nature of each of these costs and tell us why
you believe they
       do not represent normal operating expenses. Refer to Question 100.01 of
the SEC
       Staff   s Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
2.     We note your adjustment for the unrealized loss on investment in LifeMD
common
       stock which appears to represent an individually tailored accounting
principle. Please
 October 17, 2024
Page 2

       remove this adjustment from your non-GAAP measures, including the
non-GAAP
       measures in your earnings releases. Refer to Question 100.04 of the SEC
Staff   s
       Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Consolidated Results of Operations - 2023 Compared to 2022, page 35

3.     Where you describe two or more business reasons that contributed to a
material
       change in a financial statement line item between periods, please
quantify, where
       possible, the extent to which each factor contributed to the overall
change in that line
       item, including any offsetting factors. In addition, where you identify
intermediate
       causes of changes in your operating results, also describe the reasons
underlying the
       intermediate causes. We note your disclosures that the changes in cost
of sales and
       selling, general, and administrative expenses from fiscal year 2022 to
fiscal year 2023
       were due to various factors. To the extent possible, quantify the impact
of each
       contributing factor in dollars and/or percentage, expand on the reasons
driving these
       changes, and provide greater transparency into the material components
and potential
       variability of your gross profit and income from operations.
Liquidity and Capital Resources , page 37

4.     We note your disclosure on page 7 that you discontinued your dividend
payments
       effective December 7, 2023, in order to redirect capital to your growth
initiatives.
       Please disclose in future filings how the new growth initiatives, and
related
       commitments, have impacted, and will impact, your liquidity and quantify
any
       material cash requirements and commitments for capital expenditures.
Refer to Item
       303(b)(1) of Regulation S-K for guidance.
        In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

       Please contact Stephany Yang at 202-551-3167 or Melissa Gilmore at
202-551-3777
with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Manufacturing