FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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1. Name and Address of Reporting Person * SHEETZ MARGARET MACDONALD 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 __X__ Officer (give title below) _____ Other (specify below) President & COO (Last) (First) (Middle) C/O MEDIFAST, INC, 11445 CRONHILL DR. 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2013 (Street) OWINGS MILLS, MD 21117 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 11/29/2006   G5 16,667 (2) A $ 0 346,692 D   Common Stock 06/19/2007   G5 95 (2) A $ 0 346,692 D   Common Stock 08/24/2007   G5 20,000 (2) D $ 0 346,692 D   Common Stock 07/24/2008   A5 125,000 (1) A $ 0 346,692 D   Common Stock 11/21/2008   A5 40,000 (1) A $ 0 346,692 D   Common Stock 05/07/2009   A5 100,000 (1) A $ 0 346,692 D   Common Stock 09/16/2009   G5 10,000 (2) D $ 0 346,692 D   Common Stock 06/04/2010   G5 5,000 (2) A $ 0 346,692 D   Common Stock 06/04/2010   G5 15,000 (2) D $ 0 346,692 D   Common Stock 01/14/2011   G5 10,000 (2) D $ 0 346,692 D   Common Stock 11/07/2013   S4 7,000 D $ 23.8261 346,692 (3) D   Common Stock 11/08/2013   S4 20,000 D $ 23.8408 346,692 (3) D   Common Stock 11/22/2013   S4 8,000 D $ 26.0054 346,692 (3) D   Common Stock 12/02/2013   S4 18,000 D $ 25.6287 346,692 (4) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year (Instr. 4)

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHEETZ MARGARET MACDONALD C/O MEDIFAST, INC 11445 CRONHILL DR. OWINGS MILLS, MD 21117	  X	Â	  President & COO	Â

Signatures

/s/ Margaret MacDonald Sheetz		02/14/2014
**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)	These securities were awarded by the Company in transactions exempt from Section 16(b) of the Exchange Act.
(2)	These transactions reflect gifts received by the reporting person, or given by the reporting person, in transactions exempt from Section 16(b) of the Exchange Act.
(3)	These transactions were initially reported on a Form 4 filed by the reporting person on November 25, 2013 and are corrected to reflect the amount of shares beneficially owned at fiscal year-end.
(4)	These transactions were initially reported on a Form 4 filed by the reporting person on December 4, 2013 and are corrected to reflect the amount of shares beneficially owned at fiscal year-end.

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