FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SASSANO CARL E   2. Issuer Name and Ticker or Trading Symbol MEDIFAST INC [MED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MEDIFAST, INC., 3600 CRONDALL LANE 3. Date of Earliest Transaction (Month/Day/Year) 09/17/2013 (Street) OWINGS MILLS, MD 21117 4. If Amendment, Date Original Filed(Month/Day/Year) 03/17/2014 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (1) 09/17/2013   A   219 A $ 0 219 D   Common Stock (2) 09/30/2013   A   179 A $ 0 398 D   Common Stock (2) 12/31/2013   A   184 A $ 0 582 D   Common Stock (3) 02/05/2014   A   750 A $ 0 1,332 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (4)

$ 26.52

02/05/2014

A

1,458

(5)

02/05/2024

Common Stock

1,458

$ 0

1,458

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SASSANO CARL E C/O MEDIFAST, INC. 3600 CRONDALL LANE OWINGS MILLS, MD 21117	X

Signatures

/s/ Jason L. Groves, Esq., attorney-in-fact		07/02/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The original Form 4 filed on 3/17/2014 (the "Original Form 4") erroneously aggregated three separate awards (totaling 582 shares) which were made to the reporting person for satisfactory participation on the Board of Directors on various dates in 2013. This Amended Form 4 is being filed to correctly report each of the individual awards that were made to the reporting person which should have been reported separately on the Original Form 4. These shares will vest in full on 1/1/2015.
(2)	The Original Form 4 erroneously aggregated three separate awards (totaling 582 shares) which were made to the reporting person in lieu of meeting fees on various dates in 2013. This Amended Form 4 is being filed to correctly report each of the individual awards that were made to the reporting person which should have been reported separately on the Original Form 4.
(3)	These shares, which were granted to the reporting person for satisfactory participation on the Board of Directors, were inadvertently excluded from the Original Form 4. These shares will vest in full on 1/1/2016.
(4)	This stock option grant was inadvertently excluded from the Original Form 4.
(5)	These options will vest in three equal annual installments, beginning on the first anniversary of the grant date.

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