SecProbe.io

December 18 , 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
Response dated December 4, 2012
  File No. 333 -184579

Dear Mr. Lissy :

We have reviewed your response  letter  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 app ly 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 comments.

Dilution, page 33

1. We read your response to comment 2  in our letter dated November 20, 2012 .  Show us
how you have revised the disclosures as stated in your response and provide us your
calculations of net tangible book value deficiency before offering an d after offering.   We
may have further comments after reviewing your response.

David Lissy
Bright Horizons Family Solutions Inc.
December 18 , 2012
Page 2

 Common Stock Valuation and Stock -Based Compensation, page 44
Valuations and Methodology, page 46.

2. We note your response to comment 3  in our letter dated November 20, 2012 .  However,
we note the following iss ues:

 We note your response that projected time for liquidity event is 1 -3 years.
Considering your discussions with underwriters started in April 2012 and the
proximity to the valuation date, tell us (i) how your assumption of a projected
liquidity event o f 1-3 years in your valuations as of March 31, 2012, April 4, 2012
and May 2, 2012 are appropriate and (ii) how the effective marketability discount
used in such valuations and fair value determinations are appropriate.

 We note under PWERM methodology, the per share value of common stock is
estimated based on the probability weighted present value of expected future values
of stock under various possible future liquidity event scenarios.    Please tell us (i) the
future liquidity event scenarios used and (ii) probabilities for such scenarios.

Equity Awards, page 47

3. We note your response to comment 5  in our letter dated November 20, 2012 .  However
you have not provided the basis for the determination of option exchange completed on
May 2, 2012 and note the following issues:

 Considering  you determined the fair value of Class L common stock of $511.51 and
Class A common stock of $6.09 as of April 4, 2012 and May 2, 2012, please explain
to us how you determined the exchange ratio for the exchange options completed on
May 2, 2012 and how it  is consistent with such fair value determinations.

 Your disclosure on page 48 indicates option exchange resulted in equity holders
holding equity in the same ratio of nine shares of Class A common stock for every
one share of Class L common stock.   Howev er your disclosure on page F -33 indicates
exchange ratio of options to purchase approximately 7.9 shares of Class common
stock for a new option to purchase 4.6 shares of Class A common stock and one share
of Class L common stock.    Please revise to clarify  the exchange ratio and present
consistent disclosures as appropriate.

4. We note your response to comment 6  in our letter dated November 20, 2012 .  However
you have not bridged the fair value of the common stock and the basis for conversion of
each outstanding Class L common stock into 35 .1955 shares of Class A common
stock.    Based on the conversion amount of $631.32 per Class L Common stock as of
November 23, 2012 as noted in your response and the current proposed offering price of
$24, please bridge the fair value of the common stock an d the basis for conversion of
each outstanding Class L common stock into 35.1955 shares of Class A common stock.

David Lissy
Bright Horizons Family Solutions Inc.
December 18 , 2012
Page 3

5. We read your response to comment 7  in our letter dated November 20, 2012  and note that
your determination of the fair value of the Class A common stock reflects the abse nce of
a liquid market and, as a result, reflects an effective marketability discount.   Please
disclose the lack of marketability discount used for each valuation date and the basis for
your determination.

6. We note your response to comment 8  in our letter dated November 20, 2012 .  Howeve r, it
appears to us that you have not adequately addressed the issues. Thus, the comment is
partially reissued.   Considering the decline in fair value from $21.45 as of October 1,
2011 to $12.00 as of May 2, 2012, please bridge your fair value determinatio ns to the
current estimated IPO price.   Noting the preliminary estimated IPO price (without
refinancing) of $19 represents an approximate 58% increase in value and the preliminary
estimated IPO price (with refinancing) of $24 represents an approximate
100%   increase,   please reconcile and explain the differences between your estimated
offering price range and the fair values determined in your previous valuations.   Tell us
how each of the factors included in your analysis contributed to the increase.

7. We n ote your analysis indicates that after giving effect to the reclassification the value
per share as of May 2, 2012 would have been $12.00 per share of common stock in
respect of shares derived from Class A common stock and $14.54 per share of common
stock in respect of shares derived from Class L common stock.   Please explain to us how
the values of common stock derived from Class A and Class L are different and how you
computed such values.

8. We note you use projected 2012 and 2013 adjusted net income and adjusted EBITDA in
your analysis.   Provide us with (a) the projected 2012 and 2013 adjusted net income and
adjusted EBITDA (b) an explanation of the adjustments to net income and EBITDA .

9. We note acquisition of Huntyard as one of the factors in your analysi s.  Show us the
actual 2012, projected 2012 and 2013 net income, and adjusted EBITDA related to
Huntyard, how it increased your adjusted EBITDA, the impact of the acquisition of
Huntyard on your operations and how it contributed to the increase in fair val ue of your
common stock.

10. Please provide us the details of refinancing and demonstrate to us how your contemplated
refinancing of outstanding indebtedness will reduce your annual cash interest obligations
and how such saving in future resulted in change in  preliminary offering price from $19
without refinancing to $24 with refinancing.

11. We note your response that significant component of the increase in equity value is
attributable to the impact of rolling forward the valuation date to a more current date. Tell
us  (a) when the roll forward valuation was performed, (b) the time frame the changes
represent, (c) the fair value of your common stock determined as of that date, (d) the

David Lissy
Bright Horizons Family Solutions Inc.
December 18 , 2012
Page 4

 changes in your valuation assumptions and (e) reconcile changes in fair value from
previous valuation date to the roll forward valuation.

We urge all persons 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 app licable 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.

You may contact Blaise R hodes  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