Item 8.01 Other Events

On May 13, 2009, Medifast, Inc. received notification from the New York Stock Exchange ("NYSE") that the Company is now considered a company in "good standing" under the NYSE's continued listing standards and will be removed from its "Watch List." Medifast, Inc.'s reinstatement to good standing comes as a result of the Company's consistent positive performance against a business plan submitted to the NYSE and its compliance with the Exchange's minimum market capitalization and shareholder's equity standard. In the first quarter of 2009, the Company reported a 34% increase in sales and 70% increase in diluted earnings per share as compared to the first quarter of 2008. The Company will be subject to a 12-month follow-up period to ensure that it remains in compliance with the NYSE's continued listing standards as well as being subject to its normal monitoring procedures.

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