Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MCGRATH KEVIN N
   2. Issuer Name and Ticker or Trading Symbol
EDIETS COM INC [DIET] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
C/O EDIETS.COM, INC., 1000 CORPORATE DRIVE, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
05/13/2011
(Street)

FORT LAUDERDALE, FL 33334		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/13/2011   X   115,755 (7) A $ 0.4125 1,312,455 (1) D  

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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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $ 3.3               (2) 12/30/2013 Common Stock 450,000   450,000 D  
Stock Options (right to buy) $ 0.9438               (3) 06/24/2019 Common Stock 25,000   25,000 D  
Warrants $ 1.2             07/15/2009 07/15/2019 Common Stock 45,000   45,000 D  
Warrants $ 1.2             09/11/2009 09/11/2019 Common Stock 212,265   212,265 D  
Stock Options (right to buy) $ 1.53               (4) 11/19/2019 Common Stock 175,000   175,000 D  
Stock Options (right to buy) $ 1               (5) 08/23/2020 Common Stock 175,000   175,000 D  
Stock Options (right to buy) $ 0.57               (6) 03/15/2021 Common Stock 250,000   250,000 D  
Subscription Rights (right to buy) $ 0.4125 05/13/2011   X     771,700 04/21/2011 05/13/2011 Common Stock 115,755 (7) $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCGRATH KEVIN N
C/O EDIETS.COM, INC.
1000 CORPORATE DRIVE, SUITE 600
FORT LAUDERDALE, FL 33334		   X     CEO  

Signatures

 /s/ Kevin N. McGrath   05/23/2011
**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) Includes a 425,000 restricted stock unit award which the vesting schedule is subject to conditions and limitations to be established by the Company's Board of Directors and contained in the Shareholder's Employment Agreement executed on December 30, 2008.
(2) Exercisable according to the following vesting schedule: 148,500 beginning on December 30, 2009; 148,500 beginning on December 30, 2010 and 153,000 beginning on December 30, 2011.
(3) Exercisable according to the following vesting schedule: 8,250 beginning on June 24, 2010; 8,250 beginning on June 24, 2011 and 8,500 beginning on June 24, 2012.
(4) Exercisable according to the following vesting schedule: 57,750 beginning on November 19, 2010; 57,750 beginning on November 19, 2011 and 59,500 beginning on November 19, 2012.
(5) Exercisable according to the following vesting schedule: 57,750 beginning on August 23, 2011; 57,750 beginning on August 23, 2012 and 59,500 beginning on August 23, 2013.
(6) Exercisable according to the following vesting schedule: 83,333 beginning on March 15, 2012; 83,333 beginning March 15, 2013 and 83,334 beginning on March 15, 2014.
(7) Pursuant to Rights Offering Registration No. 333-173315

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