SecProbe.io

November  20, 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.
Amendment No. 1 to Registration Statement on Form S -1
Filed November  9, 2012
  File No. 333 -184579

Dear Mr. Lissy :

We have reviewed your amended 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 not 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 comm ents.

Capitalization, page 30

1. We note your correspondence dated November 9, 2012 relating to the preliminary
proposed offering.  In order to provide an investor better understanding of the impact of
the various transactions associated with this offering, please revise your head note to
provide a quantified explanation of the reclassification  (reverse split and conversion of
Class L Common stock and Class A common stock etc.), the offering and the use of
offering proceeds.  In addition, revise your presentation to add separate columns t o
capture the adjustments associated with (i) conversions of Class L and Class A common
stock (ii) the offering itself and (iii) the repayment of your credit facilities with all related
adjustments.

David  Lissy
Bright Horizons Family Solutions Inc.
November 20 , 2012
Page 2

 Dilution, page 31

2. We note your correspondence dated N ovember 9, 2012 relating to the preliminary
estimated offering price of $19 per share and the related dilution disclosures.  It appears
you did not deduct the redeemable non -controlling interest or deferred financing costs
from your determination of net ta ngible book value.  Please tell us why you believe this is
appropriate or revise your dilution calculation and related disclosures as appropriate.

Common Stock Valuation and Stock -Based Compensation, page 44

3. Please show us for each period presented your  computations supporting common stock
discount rate and Class L discount rate used under PWERM methodology and the basis
for your determination.  Please tell us about the factors that contributed to the changes
between periods.

4. We note your disclosure on page 45 that your retrospective valuation as of March 31,
2012 included consideration of a valuation performed by an independent third party
valuation specialist.  Tell us and disclose (a) when the third party valuations were
performed (b) the fair value a s determined by such third party valuations and (c)
reconcile such valuation to the fair value determined by your Board of Directors and to
the preliminary estimated offering price.

5. We note your disclosure that on May 2, 2012, 1,401,750 options to acquire  class A
common shares were exchanged for options to acquire 815,670 class A common shares
and options to acquire 90,630 Class L common shares based on exchange ratio of options
to purchase approximately 15.5 shares of Class A common stock for a new option  to
purchase nine shares of Class A common stock and one share of Class L common stock.
Please revise to clarify the purpose of such exchange and how the exchange ratio was
determined.

6. We note your correspondence dated November 9, 2012 relating to the proposed
reclassification to convert each outstanding Class L common stock into 35.1955 shares of
Class A common stock.  We also note your disclosure on page 45 that fair values were
$6.09 per Class A Common share and $511.51 per Class L common stock as of May 2,
2012.  Considering the proposed estimated offering price of $19 per share of common
stock please (a) explain to us the basis for the conversion ratio of Class L common stock
and (b)  bridge your fair value determined as of May 2, 2012 to the current conversion
ratio of Class L common stock and the estimated IPO price per share.

7. We note your disclosure that during 2012 you granted stock options to purchase an
aggregate of 1,108,674 sh ares of your Class A common stock and 123,186 shares of your
Class L common stock under your 2008 Equity Plan.  To enhance an investor’s
understanding, please address the following:

David  Lissy
Bright Horizons Family Solutions Inc.
November 20 , 2012
Page 3

 • Please disclose in tabular format the number of options and other awards granted,
exercise price, fair value of your common stock, and fair value of the instruments
granted for the twelve -month period preceding the most recent balance sheet date
(i.e., beginning October 1, 2011).

• Please revise to clarify when your valuations w ere completed for each award and
option issuance date.

• Describe the methods and assumptions used in estimating the fair value of
underlying stock and the instruments granted.

• Tell us disclose when the most recent contemporaneous valuations were
completed .

• Tell us if a marketability discount was used. If so, please provide the amount for
each valuation performed, and the basis for your determination.

• Please tell us when your board commenced discussing your initial public offering
with your underwriter(s) .

8. We note your correspondence dated November 9, 2012 relating to the proposed
preliminary range of offering price and estimated offering price of $19 per share.
Considering the significant difference in the offering price of $19 per share and your
valuati on of recent equity awards prior to the reclassification at $6.09 per Class A
common stock, please bridge your fair value per issuance determinations to the current
estimated IPO price per share.  Please reconcile and explain the differences between your
estimated offering price range and the fair values included in your analysis.  Please
ensure to quantify and discuss the impact on the fair value on each of the factors that
occurred between the date the equity awards were granted and the date of the regist ration
statement filed including the changes in valuation assumptions.  Identify all material
positive and negative events occurring during the period which could reasonably
contribute to variances in fair value.

We urge all persons who are responsible fo r 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 fa cts 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 20 , 2012
Page 4

 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