SecProbe.io

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Correspondence

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 October 9, 2012

 VIA E-MAIL

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:

Bright Horizons Family Solutions Inc.

Confidential Draft Registration Statement on Form S-1

Submitted August 30, 2012

CIK No. 0001437578

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 confidential submission to the Securities and Exchange Commission (the “Commission”) via e-mail at cfdraft.submission@sec.gov a complete copy (including certain exhibits) of
Amendment No. 1 to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) as well as the following responses to the comment letter dated September 26, 2012 from the Staff regarding the Registration
Statement.

 This amendment reflects certain revisions to the Registration Statement, as confidentially submitted to the
Commission on August 30, 2012, in response to the comment letter to David Lissy of the Company, dated September 26, 2012 from the Staff of the Commission, as well as certain other updated information.

To assist your review, the Staff’s comments as reflected in the Staff’s letter dated September 26, 2012 are reproduced in
italics in numerical sequence in this letter, and the corresponding responses of the Company are shown below each comment. All references to page numbers in the Company’s response are to the page numbers in Amendment No. 1 to the
Registration Statement.

 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

 Page
 2

 General

 1. Please supplementally provide us with any written materials that you or anyone authorized to do so on your behalf provide in reliance on Section 5(d) of the Securities Act to potential
investors that are qualified institutional buyers or institutional accredited investors. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the
Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

 Response to Comment 1:

 The Company supplementally advises the Staff that no written materials
have been provided to potential investors that are qualified institutional buyers or institutional accredited investors in reliance on Section 5(d) of the Securities Act, and that, based upon information received by the Company from the
underwriters identified in the Registration Statement, no research reports about the Company have been published or distributed in reliance on Section 2(a)(3) of the Securities Act by any broker or dealer that is a participant in the offering.
If any such materials are used in the future in connection with the offering, the Company will provide copies of such materials to the Staff supplementally.

 2. Prior to the effectiveness of the registration statement, please ensure that we receive a copy of the letter, or a phone call, from FINRA, stating that FINRA has finished its review and has
no concerns regarding the proposed underwriting arrangements.

 Response to Comment 2:

The Company acknowledges the Staff’s comment and confirms to the Staff that it understands that the Staff must receive, prior to the effectiveness
of the Registration Statement, a copy of the letter, or a phone call, from FINRA stating that FINRA has finished its review of, and has not objected to, the proposed underwriting arrangements.

3. Please include all information that is not subject to Rule 430A, including the number of shares and a bona fide estimate of the range of the
maximum offering price for the shares. As the price range you select will affect disclosure in several sections of the filing, we will need sufficient time to process your amendments once a price range is included and the material information now
appearing blank throughout the document has been provided. Please understand that the effect of the price range on disclosure throughout the document may cause us to raise issues on areas not previously commented on.

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 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

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 Response to Comment 3:

 The Company acknowledges the Staff’s comment and understands that the Staff may have additional comments once the price range and all other information not subject to Rule 430A has been included in
the Registration Statement. The Company intends to include all such information in a subsequent amendment to the Registration Statement.

4. Please provide us with any gatefold information such as pictures, graphics or artwork that will be used in the prospectus. For guidance, see
Securities Act Forms Compliance and Disclosure Interpretation, Question 101.02.

 Response to Comment 4:

The Company supplementally advises the Staff that, to the extent that it determines to include any gatefold pictures, graphics or artwork in the
prospectus, it will promptly provide the Staff with such pictures, graphics or artwork.

 Prospectus Cover Page

5. Please disclose in the second sentence the number of shares that the selling shareholders are offering.

Response to Comment 5:

 The Company
supplementally advises the Staff that it has revised the Registration Statement to reflect the fact that the additional shares that may be purchased at the option of the underwriters, as described on the cover page of the prospectus, will be sold by
the Company (and not by any selling stockholder). As a result, the Company does not currently contemplate that there will be any shares offered by selling stockholders in this offering.

 Market and Other Industry Data, page ii

 6. Please add disclosure
confirming that the company is responsible for all of the disclosure in the prospectus. Please also remove the language from this section that “information may prove to be inaccurate” and “market and other similar industry data
included in this prospectus, and estimates and beliefs based on that data, may not be reliable” as such statements imply that you are not responsible for the accuracy of the information you elect to include in your prospectus.

Response to Comment 6:

 The Registration
Statement has been revised on page ii in response to Comment 6.

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 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

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 4

 Our Company, page 1

 7. Disclosure on pages 1-6 of the prospectus summary repeats information contained on pages 61-68 of the Business section. Please shorten the prospectus summary. See Note 4 to Rule 421(b) of
Regulation C, Item 503(a), and instruction to Item 503(a) of Regulation S-K.

 Response to Comment 7:

The Registration Statement has been revised on pages 1-6 in response to Comment 7 to shorten the prospectus summary.

8. Please revise to provide a more balanced discussion of your business, including the specific risks that you face. For example, where you
discuss revenues and adjusted EBITDA on pages 1 and 5, also discuss your net income (loss) from 2001 through 2011.

 Response to Comment 8:

 The Registration Statement has been revised on pages 1, 5, 61 and 67 in response to Comment 8 to include a discussion of net income (loss)
from 2001 through 2011.

 9. Please reconcile the information in your website and prospectus so that material information about your
company is consistent. For example, under the “About Us” page of your website, you state that “Bright Horizons Family Solutions is the world’s leading provider of employer-sponsored child care, early education, and work/life
solutions.” However, in this section of the prospectus, you state that you “are a leading provider of high-quality child care and early education services as well as other services designed to help employers and families better address the
challenges of work and life.” On the same website page you state that you have more than 90 Fortune 500 clients, but on page 1 of the prospectus you state you have more than 130 Fortune 500 clients.

Response to Comment 9:

 The Company
supplementally advises the Staff that the information on the Company’s website has been revised in response to Comment 9 so that material information about the Company is consistent with the disclosure included in the Registration Statement.

 Risk Factors, page 15

10. All material risks should be described in the risk factors section. If risks are not deemed material, you should not reference them. Please
revise the fourth sentence of the first paragraph relating to unidentified risks.

 Response to Comment 10:

The Registration Statement has been revised on page 14 in response to Comment 10 to remove the identified sentence.

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 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

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 Management’s Discussion and Analysis . . . , page 41

Results of Operations, page 48

11. Please revise to include detailed discussions analyzing the cost of services for each period presented. Your discussions should also include
analysis of your operations along the lines of reportable segments. Please ensure to quantify the effect of each causal factor that you cite for material changes in your financial statements. Your revised variance analysis should fully explain the
changes between periods. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350

 Response to Comment 11:

The Registration Statement has been revised on pages 48, 50 and 52 in response to Comment 11 to include additional detail regarding the cost of services
for each period presented.

 Debt, page 56

 Senior Credit Facilities, page 56

 12. We note your disclosure in the
first paragraph of this section regarding the amounts outstanding on your senior credit facilities. In the interest of enhancing your disclosure, please also disclose the amount outstanding on your Series C term loans here.

Response to Comment 12:

 The Registration
Statement has been revised on page 56 in response to Comment 12.

 Competition, page 74

13. We note that you do not discuss financial resources, name recognition or the possibility that your competitors may not be required to comply
with certain regulations in your disclosure in this section, despite briefly discussing them in your second risk factor on page 20. Please revise here to discuss these factors and to provide more fulsome disclosure regarding your competitive
disadvantages with respect to your competitors.

 Response to Comment 13:

 The Registration Statement has been revised on pages 19 and 74 in response to Comment 13.

Management, page 78

14. We note from your disclosure under Description of Capital Stock on page 105 that your governing documents will provide for a classified
board of directors. Please revise the table in this section to state the expected term of office of each director, as required by item 401(a) of Regulation S-K.

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 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

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 6

 Response to Comment 14:

 The Registration Statement has been revised on page 79 in response to Comment 14.

 15.
We note your disclosure on page 87 regarding Ms. Mason receiving compensation in her capacity as an employee, but not as director or Chairman. Please revise your description of Ms. Mason’s business experience to fully describe her
employment within the past five years. See Item 401(e) of Regulation S-K.

 Response to Comment 15:

The Registration Statement has been revised on page 80 in response to Comment 15.

 16. We note your reference to Mr. Brown serving as a director of the Company since its inception in 2008. It appears you may have intended to refer to 1998 as disclosed in your description
of Ms. Tocio’s business experience. Please revise or advise.

 Response to Comment 16:

The Registration Statement has been revised on page 81 in response to Comment 16 to correct the referenced year to 1998.

17. Please revise your disclosure of Mr. Bekenstein’s, Mr. Hitch’s, Mr. Humphrey’s, Ms. Kondracke’s and
Ms. Lawrence-Lightfoot’s business experience to clarify the start and end dates for the positions they held during the past five years. For example, include the month and year in which Mr. Bekenstein and Mr. Hitch became Managing
Directors and Mr. Humphrey became Principal at Bain Capital Partners, LLC and such other positions they held in the past five years. Also, clarify when Ms. Kondracke commenced her position with America’s Promise Alliance, when
Ms. Lawrence-Lightfoot served in her position with the Catherine T. MacArthur Foundation and when Ms. Lawrence-Lightfoot commenced her position at Berklee College of Music. See Item 401(e) of Regulation S-K.

Response to Comment 17:

 The Registration
Statement has been revised on pages 81 and 82 in response to Comment 17.

 Executive Compensation, page 82

Elements of Executive Compensation, page 82

 Equity Awards, page 83

 18. We note your disclosure that your stock option
awards will “only fully vest and become exercisable if there is a change of control of the Company or an initial public offering.” Please reconcile this disclosure with your disclosure in the footnotes on page 85, which suggest other means
by which the stock options may fully vest.

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 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

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 Response to Comment 18:

 The Company respectfully directs the Staff to the second and third sentences of the fourth paragraph on page 85 of the Registration Statement, which state that “Grants under the Equity Plan,
including those made to our named executive officers, generally consist of stock option awards, half of which are subject to time-based vesting and half of which are subject to time- and performance-based vesting and will fully vest and become
exercisable if there is a change of control of the Company or an initial public offering of the Company’s stock or, for certain members of senior management, including the named executive officers, upon the cessation of the optionee’s
employment other than in connection with a breach by the optionee of any restrictive covenants. In addition, the performance condition for Ms. Tocio’s awards subject to time- and performance-based vesting will be deemed satisfied in the
event her employment is terminated as a result of her retirement at any time after May 28, 2013.” (italics added) As a result, the Company believes that the existing disclosure is consistent with the disclosure included in the
footnotes on page 87.

 19. Please revise to describe the reasons why Ms. Boland was the only named executive officer to receive
an option grant during fiscal 2011.

 Response to Comment 19:

 The Registration Statement has been revised on page 85 in response to Comment 19.

 2011
Director Compensation, page 87

 20. We note your disclosure in the last paragraph of this section that the directors
affiliated with your sponsor will not be compensated for their future board service. Please also disclose whether such directors received any compensation in 2011.

 Response to Comment 20:

 The Registration Statement has been revised on page 89 in response to
Comment 20.

 Related Party Transactions, page 94

 Stockholders Agreement, page 94

 21. Please describe the material terms of
the stockholders agreement. See Item 404(a) of Regulation S-K.

 Response to Comment 21:

The Registration Statement has been revised on page 96 to include additional detail regarding the materia