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 *
DORETTI ROBERT L
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
PO BOX 227
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2012
(Street)

CENTER HARBOR, NH 03226
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               413 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 18.95               (1) 04/02/2012 Common Stock 4,463   4,463 D  
Stock Options (right to buy) $ 20.65               (1) 10/02/2012 Common Stock 1,283   1,283 D  
Stock Options (right to buy) $ 30.15               (1) 01/02/2013 Common Stock 5,733   5,733 D  
Stock Options (right to buy) $ 16.85               (1) 01/02/2014 Common Stock 10,258   10,258 D  
Stock Options (right to buy) $ 4.719               (2) 06/24/2019 Common Stock 5,000   5,000 D  
Stock Options (right to buy) $ 4.925               (1) 07/28/2019 Common Stock 2,000   2,000 D  
Stock Options (right to buy) $ 7.65               (3) 11/19/2019 Common Stock 5,000   5,000 D  
Stock Options (right to buy) $ 6.95               (1) 01/04/2020 Common Stock 17,513   17,513 D  
Stock Options (right to buy) $ 14.05               (1) 07/15/2014 Common Stock 7,500   7,500 D  
Stock Options (right to buy) $ 14.8               (1) 07/19/2014 Common Stock 2,500   2,500 D  
Stock Options (right to buy) $ 21.6               (1) 01/03/2015 Common Stock 2,500   2,500 D  
Stock Options (right to buy) $ 5               (4) 08/23/2020 Common Stock 5,000   5,000 D  
Stock Options (right to buy) $ 2.85               (1) 03/15/2021 Common Stock 50,000   50,000 D  
Stock Options (right to buy) $ 0.55 02/16/2012   A   50,000     (5) 02/16/2022 Common Stock 50,000 $ 0 50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DORETTI ROBERT L
PO BOX 227
CENTER HARBOR, NH 03226
  X      

Signatures

 /s/ Robert L. Doretti   02/21/2012
**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 options are immediately exercisable.
(2) Exercisable according to the following vesting schedule: 1,650 beginning on June 24, 2010; 1,650 beginning on June 24, 2011 and 1,700 beginning on June 24, 2012.
(3) Exercisable according to the following vesting schedule: 1,650 beginning on November 19, 2010; 1,650 beginning on November 19, 2011 and 1,700 beginning on November 19, 2012.
(4) Exercisable according to the following vesting schedule: 1,650 beginning on August 23, 2011; 1,650 beginning on August 23, 2012 and 1,700 beginning on August 23, 2013.
(5) Exercisable according to the following vesting schedule: 25,000 beginning on May 15, 2012; 12,500 beginning on July 1, 2012 and 12,500 beginning on October 1, 2012.

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