Exhibit 2

PRESS RELEASE

MEDIFAST, INC. ANNOUNCES $6.82 MILLION PRIVATE PLACEMENT

OWINGS MILLS, MD - July 25, 2003 - Medifast,  Inc.  (AMEX:  MED) today announced
that it has entered into a definitive agreement to sell 550,000 shares of common
stock and  warrants  to  purchase  82,500  shares  of common  stock in a private
placement  under the  Securities  Act to certain  institutional  investors for a
total  purchase  price  of  approximately   $6.82  million.   The  warrants  are
exercisable for a period of five years at an exercise price of $16.78 per share.
The  Company  intends to use the net  proceeds  from the private  placement  for
working capital, repayment of debt and general corporate purposes.

This  private  placement  was made  under  an  exemption  from the  registration
requirements  of the Securities Act of 1933, as amended,  and purchasers may not
offer or sell the securities sold in the offering in the absence of an effective
registration statement or exemption from registration requirements.

This notice is issued pursuant to Rule 135c under the Securities Act of 1933 and
shall not  constitute an offer to sell or the  solicitation  of an offer to buy,
nor  shall  there be any sale of these  securities  in any  state in which  such
offer,  solicitation  or sale would be  unlawful  prior to the  registration  or
qualification under the securities laws of any such state.

ABOUT MEDIFAST

For over 20 years, Medifast has been engaged in the production, distribution and
sale of consumable health and diet products.  Medifast's  product lines include:
weight and disease management,  meal replacement,  sports nutrition and diabetic
supplements.  The Company has recently expanded its product  development program
across a wellness spectrum to include  specifically  tailored disease management
products with the launch of Medifast Plus for Diabetics, Medifast Plus for Joint
Health and Medifast Plus for Women's Health.

Investor Relations Coordinator
11445 Cronhill Drive
Owings Mills, MD 21117
1-800-638-7867   ext 8154
www.medifast.net

This release contains forward-looking  statements,  which may involve known, and
unknown risks,  uncertainties and other factors that may cause Medifast's actual
results and  performance in future  periods to be materially  different from any
future results or performance  suggested by these statements.  Medifast cautions
investors not to place undue reliance on forward-looking statements, which speak
only to management's expectation on this date.

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