November 18, 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
           Response Dated October 30, 2024
           File No. 001-31573
Dear Jonathan Mackenzie:

        We have reviewed your October 30, 2024 response to our comment letter
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.
Unless we note otherwise, any references to prior comments are to comments in
our October
17, 2024 letter.

Response Letter Dated October 30, 2024
Company Response to Staff Comment 1, page 1

1.     Your response to prior comment 1 states that management made the
strategic decision
       to permanently discontinue future OPTAVIA Conventions during the quarter
ended
       June 30, 2024 and that the amount incurred is not a normal, recurring,
cash operating
       expense necessary to operate your business. Please describe the purpose
of these
       conventions, tell us why they were discontinued, and explain how this
decision will
       affect the OPTAVIA coaching model.
2.     We also note from your response to comment 1 that you entered into a
strategic
       collaboration agreement with LifeMD to explore expanding into the
medically
       supported weight loss market. Please explain in greater detail how your
collaboration
       with LifeMD will be part of your core business and how it is expected to
affect your
       operations (including as it relates to your strategy to return to growth
and the
 November 18, 2024
Page 2

       broadening of customer acquisition activities, as noted in your Form
10-Q).
Form 10-Q for the Fiscal Quarter Ended September 30, 2024
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Non-GAAP Financial Measures, page 25

3.     We note that in your presentation of the non-GAAP measures, you have
adjustments
       for supply chain optimization and restructuring of external
manufacturing agreements,
       which include accelerated depreciation charges of approximately $9.2
million as
       disclosed on page 17. We also note that the accelerated depreciation
charges relate to
       certain supply chain assets and reflect their impact of the adjusted
useful lives. Please
       revise future filings to remove the accelerated depreciation charges as
non-GAAP
       adjustments, or explain why they are appropriate. Refer to Question
100.04 of the
       SEC Staff's Compliance and Disclosure Interpretations on Non-GAAP
Financial
       Measures.
4.     In addition, we note the non-GAAP adjustment of approximately $2.6
million to cost
       of sales and gross profit in the nine months ended September 30, 2024 on
page 27
       related to supply chain optimization and restructuring of external
manufacturing
       agreements. Please explain to us the nature of the cost and tell us why
you believe it
       does not represent normal, recurring operating expenses. Refer to
Question 100.01 of
       the SEC Staff   s Compliance and Disclosure Interpretations on Non-GAAP
Financial
       Measures.
        Please contact Stephany Yang at 202-551-3167 or Melissa Gilmore at
202-551-3777
if you have questions regarding comments on the financial statements and
related matters.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Manufacturing