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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1. Name and Address of Reporting Person * TOCIO MARY ANN   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) President & COO (Last) (First) (Middle) 200 TALCOTT AVENUE SOUTH 3. Date of Earliest Transaction (Month/Day/Year) 08/18/2006 (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 08/18/2006   M   20,000 A $ 9.5 65,140 D   Common Stock 08/18/2006   S   20,000 D $ 39.4 45,140 D

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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)

$ 7.41

11/16/1999

11/16/2009

Common Stock

3,200

3,200

D

Stock Options (Right to buy)

$ 8.31

06/01/2000

06/01/2010

Common Stock

17,886

17,886

D

Stock Options (Right to buy)

$ 8.63

03/07/2000

03/07/2010

Common Stock

3,200

3,200

D

Stock Options (Right to buy)

$ 11.46

04/16/2001

04/16/2011

Common Stock

1,600

1,600

D

Stock Options (Right to buy)

$ 12.03

12/13/2001

12/13/2011

Common Stock

104,877

104,877

D

Stock Options (Right to buy)

$ 13.3

03/06/2003

03/06/2013

Common Stock

30,000

30,000

D

Stock Options (Right to buy)

$ 13.82

05/22/2001

05/22/2011

Common Stock

1,600

1,600

D

Stock Options (Right to buy)

$ 14.3

02/14/2002

02/14/2012

Common Stock

48,000

48,000

D

Stock Options (Right to buy)

$ 34.44

02/28/2008

02/28/2012

Common Stock

33,100

33,100

D

Stock Options (Right to buy)

$ 36.63

02/16/2009

02/16/2013

Common Stock

24,650

24,650

D

Stock Options (Right to buy)

$ 9.5

08/18/2006

M

20,000

10/14/1998

10/14/2008

Common Stock

20,000

$ 0

12,630

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TOCIO MARY ANN 200 TALCOTT AVENUE SOUTH WATERTOWN, MA 02472	X		President & COO

Signatures

Stephen I. Dreier		08/22/2006
**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).

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