Item 7.01. Regulation FD Disclosure

On June 12, 2009, Nutrisystem (the "Company") issued a press release announcing second quarter charges related to the continuation of its cost reduction program and the write down of its remaining investment in ZeroWater. The press release also included an expected reduction in pre-tax expenses for 2009 and an expected range of fully diluted EPS for the quarter ending June 30, 2009. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

99.1 Press Release issued by the Company dated June 12, 2009

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