SecProbe.io

November  6, 2012

Via E -mail
Mr. David Lissy
Chief Executive  Officer
Bright Horizons Family Solutions Inc.
200 Talcott Avenue South
Watertown, Massachusetts 02472

Re: Bright Horizons Family Solutions Inc.
Registration Statement on Form S -1
Filed October 24, 2012
  File No. 333 -184579

Dear Mr. Lissy :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Risk Factors, pag e 14

1. We note that Article XI of your form of second restated certificate of incorporation
attempts to restrict the forum in which certain actions may be brought  by investors .
Please add  risk factor disclosure addressing the issue of enforceability of such exclusive
forum provisions and the potential effect of such restrictions on investors .  Please also
add disclosure regarding th ese restrictions  under Description of Capital Stock, starting on
page 108.

We urge all per sons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

David Lissy
Bright Horizons Family Solutions Inc.
November 6 , 2012
Page 2

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pen ding regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the di sclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective res ponsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendmen t prior to the requested effective date of the
registration statement.

You may contact Blaise Rhodes  at (202) 551 -3774  or Raj Rajan  at (202) 551 -3388  if you
have questions regarding comments on the financial statements and related matters.   Please
contact Shaz  Niazi at (202) 551 -3121 or Brigitte Lippmann  at (202) 551 -3713  with any other
questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director

cc: Craig E. Marcus, Esq.
Ropes & Gray LLP