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CORRESP
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Response Letter

 December 4, 2012

 Submitted Pursuant to a

 Request for Confidential Treatment

 Pursuant to 17 C.F.R. 200.83

 VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

 Re:

Bright Horizons Family Solutions Inc.

Amendment No. 1 to the Registration Statement on Form S-1

Filed November 9, 2012

File No. 333-184579

 Attn:

Shaz Niazi/ Brigitte Lippman – Legal

Blaise Rhodes/Raj Rajan – Accounting

 Ladies and Gentlemen:

 On behalf of Bright Horizons Family Solutions Inc. (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933 (the “Securities Act”), and the rules and
regulations promulgated thereunder, please find attached for filing with the Securities and Exchange Commission (the “Commission”) via EDGAR the following responses to the comment letter dated November 20, 2012 from the Staff
regarding the Registration Statement that was filed on November 9, 2012.

 To assist your review, the Staff’s
comments as reflected in the Staff’s letter dated November 20, 2012 are reproduced in italics in numerical sequence in this letter, and the corresponding responses of the Company are shown below each comment. In addition, to facilitate
your review, the Company has included in Annex A attached hereto copies of certain excerpted pages that will be included in an amendment to the Registration Statement to reflect the foregoing and has included in Annex B attached hereto copies of
certain excerpted pages that will be included in an amendment to the Registration Statement to effect the other changes in disclosure referred to in this letter. All references to page numbers in the Company’s response are to the page numbers
in the excerpted pages included herewith as Annex A.

 Division of Corporation Finance

 Securities and Exchange Commission

Confidential Treatment Requested By

 December 4, 2012

Bright Horizons Family Solutions Inc.

  Page
 2

 Confidential treatment has been requested for portions of this letter. The copy filed herewith omits
the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this letter has been separately filed with the Securities and Exchange Commission.

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 to 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.

 Response to Comment 1:

The Company acknowledges the Staff’s comment and confirms that it will revise the Registration Statement in response to Comment 1, as set forth on
page 32 included in Annex A, to include the requested disclosure in the next filing of the Registration Statement.

 Dilution, page 31

2.
We note your correspondence dated November 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 tangible book value. Please tell us why you believe this is appropriate or revise your dilution calculation and related
disclosures as appropriate.

 Response to Comment 2:

 The Company acknowledges the Staff’s comment and confirms that it will revise the Registration Statement in response to Comment 2, as set forth on page 33 included in Annex A, to deduct the
redeemable non-controlling interest and the deferred financing costs from the calculation of net tangible book value in the amendment to the Registration Statement that includes the price range information.

Common Stock Valuation and Stock-Based Compensation, page 44

 The Company notes that the Staff’s remaining comments relate to the Company’s policies and practices regarding valuation of its common equity and stock-based compensation. In order to assist
your review, the Company supplementally advises the Staff that:

•

 The disclosure requested by the Staff in Comments 4, 5 and 7 regarding the timing of and approach to the Company’s common stock valuation is set
forth on pages 47-50 included in Annex A and the Company confirms that it will revise the Registration Statement to reflect such disclosure.

 2

 Division of Corporation Finance

 Securities and Exchange Commission

Confidential Treatment Requested By

 December 4, 2012

Bright Horizons Family Solutions Inc.

  Page
 3

•

 The explanations requested by comments 3, 5, 7 and 8, including the bridge between the Company’s fair value at April 4, 2012 and May 2,
2012 and the preliminary estimated offering price requested by Comments 4, 6 and 8 below are included herein.

•

 In considering the Company’s approach to common stock valuation and stock-based compensation in 2012, the Company believes that it is helpful to
focus on the following events described herein and in the Registration Statement:

•

 The Company undertook an option exchange on March 26, 2012 that was completed on May 2, 2012 following expiration of the twenty business day
period required by Rule 14e-1 under the Securities Exchange Act of 1934, as amended. In connection with such option exchange and in connection with options granted in April and May 2012, the Company estimates that it will record a $19.0 million
stock compensation expense, net of estimated forfeitures. A total of $13.0 million of such expense had been recorded through September 30, 2012.

•

 On May 10, 2012 the Company executed a purchase agreement relating to all of the capital stock of Huntyard Limited. Prior to May 10, Huntyard
was free to negotiate with other potential acquirers. After signing, the Company arranged for financing to consummate the transaction, and the transaction, which was accretive to the Company’s earnings, closed on May 23, 2012.

•

 As described in the response to Comment 8 below and in connection with the completion of this offering, in addition to repaying the outstanding
principal of the Company’s 13.0% senior notes with the net proceeds of this offering, the Company has decided to undertake a refinancing of all of its remaining outstanding indebtedness. The planned refinancing will substantially reduce the
costs of borrowing beginning in 2013 resulting in a significant upward adjustment in projected 2013 cash flow from operations and adjusted net income.

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.

 Response to
Comment 3:

 The Company supplementally advises the Staff that the common stock discount rate (rate of return) and Class L
discount rate (rate of return) used under the PWERM methodology described on pages 46 and 47 included in Annex A were calculated at each valuation date using the capital asset pricing model (the “CAPM”). For information regarding the
September 30, 2011 internal valuation see the response to Comment 7 below. The following CAPM inputs were used to

 3

 Division of Corporation Finance

 Securities and Exchange Commission

Confidential Treatment Requested By

 December 4, 2012

Bright Horizons Family Solutions Inc.

  Page
 4

determine an average required rate of return over the projected time frame for a liquidity event (sale of the Company or an initial public offering) as of the valuation date:

May 28, 2008

December 31, 2011

March 31, 2012

Risk free rate (1)

4.57
%

4.00
%

4.00
%

Market (Equity) Risk Premium (2)

6.00
%

6.00
%

5.50
%

Size Risk Premium (3)

3.65
%

1.98
%

1.88
%

Unlevered Beta (4)

0.85

1.14

1.17

Projected time frame for liquidity event

2-4 years

1-3 years

1-3 years

Weighted Average Cost of Capital

Not used

12.8
%

12.8
%

 Required rate of return for Class L common stock (5)

16.0
%

16.3
%

15.6
%

 Required rate of return for Class A common stock (5)

44.0
%

56.7
%

47.6
%

(1)
Based on the 20-year treasury rates as of May 28, 2008 and, as of December 31, 2011 and March 31, 2012, based on the 20-year treasury rate modified to
consider historical patterns for this measure and a normalized long-term rate that the Company and the independent third-party valuation specialist believed better reflected the average rates for 20 year treasuries over time.

(2)
The Market (Equity) Risk Premium is the estimated spread required to induce an investor to purchase a large capitalization stock with average market risk over a risk
free rate, for which the 20 year treasury rate was used. The equity risk premium narrowed as of March 31, 2012 in response to improvements in financial market conditions suggested by indicators such as rising stock market indices, reduced
equity market volatility and lower spreads on high yield debt over investment grade debt.

(3)
Size risk premium for the May 28, 2008 calculation was determined using Ibbotson’s 2008 Micro-Cap size premium based on the median market participant equity
capitalization for a group of publicly held companies in the education sector (the “guideline companies”), which was the sector with which the Company was most typically grouped by investment professionals prior to the going private
transaction in May 2008. For this group of guideline companies, the median equity capitalization was at the Micro-Cap level. The size risk premium for the December 31, 2011 calculation was based on the 2011 Ibbotson Yearbook – Low Cap
rate, and the March 31, 2012 calculation was based on the 2012 Ibbotson Yearbook – Low Cap rate, because the Company’s estimated equity capitalization had increased to the Low Cap level.

(4)
The unlevered beta or business risk index was based upon an analysis of a consistent group of guideline companies.

(5)
The higher required rate of return for the Class A common stock reflects the additional risk in the Class A common stock as the lowest-ranking security in the
capital structure, which only participates in liquidating distributions after the Company has satisfied all obligations to its debtholders and the holders of shares of Class L common stock have received a preferential distribution as described in
the response to Comment 6 below. The discount rate used to determine the fair value of the Class A common stock reflects the absence of a liquid market for the shares of Class A common stock, resulting in an effective marketability
discount on such fair value determination. The required rate of return for the Company’s Class A common stock increases to the extent that the Company’s obligations to its debtholders and holders of Class L common stock outpaces the
equity value available in respect of the shares of Class A common stock. The required rate of return for the Class A common stock was calculated by projecting the capital structure of the Company for each year up to the projected time
frame for a liquidity event, then calculating the re-levered betas applicable to Class A common stock for each year by treating the Class L common stock as debt. The re-levered betas were then used with other inputs in the CAPM referenced above
to calculate the expected rate of return for Class A common stock for that given year. These returns were then converted into a compounded geometric mean return for each year (i.e., the compounded annual return from the valuation date to each
year in the projected time frame). The average of the returns for those years in which a liquidity event was likely to occur formed the discount rate for Class A common stock used in the valuation.

 4

 Division of Corporation Finance

 Securities and Exchange Commission

Confidential Treatment Requested By

 December 4, 2012

Bright Horizons Family Solutions Inc.

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 At May 28, 2008, the application of the Class A and Class L discount rates resulted in the
calculated fair values of each of the classes of common stock equaling the going private transaction price, which price was based upon an arms-length bidding process.

 The higher required rate of return for the Class A common stock at December 31, 2011 reflects increases in the Company’s overall leverage, which created more inherent risk for the
Class A common stock (due to larger re-levered beta). The Company’s obligations to its debtholders increased from $775 million in aggregate principal amount outstanding at May 28, 2008 to $825 million at December 31, 2011. The
accreted value of the Class L common stock increased from $535 million in May 2008 to $772 million at December 31, 2011. Lastly, the global economic downturn in 2009 and 2010 affected the Company’s operating performance, which resulted in
the lowering of the Company’s projected future cash flow from the level that had been estimated as of the May 28, 2008 valuation, thereby increasing the level of projected leverage on the future capital structure over the expected time
frame for a liquidity event.

 At March 31, 2012, the Company’s obligations to its debtholders had remained unchanged from
December 31, 2011 at $825 million in aggregate principal amount outstanding, while the accreted value of the Class L common stock increased to $788 million and the Company’s operating performance continued to improve over 2011 levels. As a
result, the projected future capital structure reflected a modestly reduced level of leverage as of March 31, 2012 in relation to the Company’s overall estimated enterprise value. This, coupled with the reduction in the equity risk premium
resulted in a lower required rate of return for the Class A common stock at March 31, 2012 as compared to the rate at December 31, 2011.

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 as 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.

 Response to Comment 4:

The Company supplementally advises the Staff that it received a valuation report from an independent third party valuation specialist on August 27,
2012 regarding the retrospective fair value of its common stock as of March 31, 2012. In connection with preparing the interim financial statements for the Registration Statement, the Company undertook to confirm that the stock compensation
expense determined by the Company in connection with stock option grants on April 4, 2012 and May 2, 2012 (including the grants pursuant to the option exchange described in the Company’s response to Comment 6) was reasonable. The fair
value of the common stock was determined as of March 31, 2012 based on the financial information available for the first quarter of 2012 and based on the Company’s determination that the assumptions that supported the valuation as of
December 31, 2011 continued to be applicable.

 5

 Division of Corporation Finance

 Securities and Exchange Commission

Confidential Treatment Requested By

 December 4, 2012

Bright Horizons Family Solutions Inc.

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 6

As of each of April 4, 2012 and May 2, 2012, the compensation committee of the Company’s board of directors had determined that the fair value