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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1. Name and Address of Reporting Person * ISGUR LEE S   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) ONE CEDAR LANE 3. Date of Earliest Transaction (Month/Day/Year) 05/13/2011 (Street) WOODSIDE, CA 94062 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   98,964 (6) A $ 0.4125 904,663 D   Common Stock               2,000 I By Gilbert Isgur Trust

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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)	$ 3.22							(1)	10/03/2011	Common Stock	37,500		37,500	D
Stock Options (right to buy)	$ 3.79							(1)	04/02/2012	Common Stock	49,088		49,088	D
Stock Options (right to buy)	$ 6.03							(1)	01/02/2013	Common Stock	33,181		33,181	D
Stock Options (right to buy)	$ 3.37							(1)	01/02/2014	Common Stock	59,383		59,383	D
Stock Options (right to buy)	$ 2.81							(1)	07/15/2014	Common Stock	12,500		12,500	D
Stock Options (right to buy)	$ 2.96							(1)	07/19/2014	Common Stock	12,500		12,500	D
Stock Options (right to buy)	$ 4.32							(1)	01/02/2015	Common Stock	12,500		12,500	D
Stock Options (right to buy)	$ 0.9438							(2)	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
Stock Options (right to buy)	$ 0.985							(1)	07/28/2019	Common Stock	7,714		7,714	D
Warrants	$ 1.2							09/11/2009	09/11/2019	Common Stock	42,453		42,453	D
Stock Options (right to buy)	$ 1.53							(3)	11/19/2019	Common Stock	25,000		25,000	D
Stock Options (right to buy)	$ 1.39							(1)	01/04/2020	Common Stock	110,601		110,601	D
Stock Options (right to buy)	$ 1							(4)	08/23/2020	Common Stock	25,000		25,000	D
Warrants	$ 0.3535							02/07/2011	02/07/2014	Common Stock	121,212		121,212	D
Stock Options (right to buy)	$ 0.57							(5)	03/15/2021	Common Stock	200,000		200,000	D
Subscription Rights (right to buy)	$ 0.4125	05/13/2011		X			579,764	04/21/2011	05/13/2011	Common Stock	98,964 (6)	$ 0	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ISGUR LEE S ONE CEDAR LANE WOODSIDE, CA 94062	X

Signatures

/s/ Lee S. Isgur		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)	These options are immediately exercisable.
(2)	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.
(3)	Exercisable according to the following vesting schedule: 8,250 beginning on November 19, 2010; 8,250 beginning on November 19, 2011 and 8,500 beginning on November 19, 2012.
(4)	Exercisable according to the following vesting schedule: 8,250 beginning on August 23, 2011; 8,250 beginning on August 23, 2012 and 8,500 beginning on August 23, 2013.
(5)	Exercisable according to the following vesting schedule: 100,000 beginning on May 3, 2011; 50,000 beginning on July 1, 2011 and 50,000 beginning on October 1, 2011.
(6)	Pursuant to Rights Offering Registration No. 333-173315

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