Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MASON LINDA A
   2. Issuer Name and Ticker or Trading Symbol
BRIGHT HORIZONS FAMILY SOLUTIONS INC [BFAM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last)
(First)
(Middle)
200 TALCOTT AVENUE SOUTH		 3. Date of Earliest Transaction (Month/Day/Year)
05/28/2008
(Street)

WATERTOWN, MA 02472		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/28/2008   D   40,180 D $ 0 (1) 26,404 I By Linda A. Mason Trust
Common Stock 05/28/2008   D   26,404 D $ 48.25 (2) 0 I By Linda A. Mason Trust
Common Stock 05/28/2008   D   8,150 D $ 0 (1) 21,404 I By Roger H. Brown Trust
Common Stock 05/28/2008   D   21,404 D $ 48.25 (2) 0 I By Roger H. Brown Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $ 13.295 05/28/2008   D     1,600   (3) 03/06/2013 Common Stock 1,600 (4) 0 D  
Stock Options (Right to buy) $ 36.63 05/28/2008   D     8,000   (3) 02/16/2013 Common Stock 8,000 (5) 0 D  
Stock Options (Right to buy) $ 38 05/28/2008   D     4,000   (3) 10/12/2012 Common Stock 4,000 (4) 0 D  
Stock Options (Right to buy) $ 39.44 05/28/2008   D     8,000   (3) 02/06/2014 Common Stock 8,000 (5) 0 D  
Restricted Share Units (6) 05/28/2008   D     275   (7)   (6) Common Stock 275 (6) 0 I By Roger H. Brown
Stock Options (Right to buy) $ 12.03 05/28/2008   D     18,080   (3) 12/13/2011 Common Stock 18,080 (4) 0 I By Roger H. Brown
Stock Options (Right to buy) $ 13.295 05/28/2008   D     18,200   (3) 03/06/2013 Common Stock 18,200 (5) 0 I By Roger H. Brown
Stock Options (Right to buy) $ 14.3 05/28/2008   D     3,200   (3) 02/14/2012 Common Stock 3,200 (4) 0 I By Roger H. Brown
Stock Options (Right to buy) $ 34.99 05/28/2008   D     2,000   (3) 06/05/2013 Common Stock 2,000 (5) 0 I By Roger H. Brown
Stock Options (Right to buy) $ 37.6 05/28/2008   D     2,000   (3) 05/24/2012 Common Stock 2,000 (4) 0 I By Roger H. Brown
Stock Options (Right to buy) $ 38.1 05/28/2008   D     2,000   (3) 05/08/2014 Common Stock 2,000 (5) 0 I By Roger H. Brown

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MASON LINDA A
200 TALCOTT AVENUE SOUTH
WATERTOWN, MA 02472		   X     Chairman of the Board  

Signatures

 Elizabeth J. Boland   05/28/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(3) Immediately before the effective time of the merger, all unvested options become fully vested and exercisable.
(2) Disposed of in connection with the merger in exchange for the right to receive $48.25 per share.
(6) These Restricted Share Units were cancelled in the merger in exchange for a cash payment equal to the merger consideration of $48.25 per share.
(5) These options were rolled over into the surviving corporation in the merger and replaced with new options.
(1) Disposed of in connection with the merger in exchange for an equity interest in the surviving corporation. In connection with the merger, the issuer's common stock was valued at $48.25 per share.
(7) Immediately before the effective time of the merger, all Restricted Share Units become exercisable.
(4) These options were cancelled in the previously announced merger of Bright Horizons Family Solutions with an affiliate of Bain Capital Partners in exchange for a cash payment equal to the difference between the exercise price of the option and the merger consideration of $48.25 per share, multiplied by the number of shares subject to the option.

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