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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

|  |  |                                                                                                                                      
|- |  | -------------------------------------------------------------------------------------------------------------------------------------
|x |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 2003.

Commission File Number 0-24699

BRIGHT HORIZONS FAMILY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)


|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|DELAWARE                                                       |  | 62-1742957                       
|                                                               |  |                                  
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer Identification No.)

200 Talcott Avenue South
Watertown, Massachusetts 02472
(Address of principal executive offices)

(617) 673-8000
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes x No o

Indicate the number of shares outstanding of each of the registrants classes
of common stock as of the latest practicable date: 12,785,080 shares of common
stock, $.01 par value, at August 8, 2003.





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TABLE OF CONTENTS



|                                                                                                                   |                                       |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------------------------------------ | ------------------------------------- |  |  |  |  |  |  | 
|                                                                                                                   | Consolidated Balance Sheets          
|                                                                                                                   | Consolidated Statements of Income    
|                                                                                                                   | Consolidated Statements of Cash Flows
|ITEM 2. Managements Discussion and Analysis of Financial Condition                      and Results of Operations
|ITEM 3. Quantitative and Qualitative Disclosures about Market Risk                                                
|ITEM 4. Controls and Procedures                                                                                   
|PART II  OTHER INFORMATION                                                                                       
|ITEM 1. Legal Proceedings:                                                                                        
|ITEM 2. Changes in Securities and Use of Proceeds:                                                                
|ITEM 3. Defaults Upon Senior Securities:                                                                          
|ITEM 4. Submission of Matters to a Vote of Security Holders:                                                      
|ITEM 5. Other information:                                                                                        
|ITEM 6. Exhibits and Reports on Form 8-K:                                                                         
|SIGNATURE                                                                                                         
|EXHIBIT INDEX                                                                                                     
|EX-31.1 SECTION 302 CEO CERTIFICATION                                                                             
|EX-31.2 SECTION 302 CFO CERTIFICATION                                                                             
|EX-32.1 SECTION 906 CERTIFICATION                                                                                 



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FORM 10-Q

INDEX

|           |  |                                                                                       |    |  |    |                                                                                                         |  |  |   |        |  | 
|---------- |  | ------------------------------------------------------------------------------------- | -- |  | -- | ------------------------------------------------------------------------------------------------------- |  |  | - | ------ |  | 
|           |  |                                                                                       |    |  |    |                                                                                                         |  |  |   | Page  
|           |  |                                                                                       |    |  |    |                                                                                                         |  |  |   | Number
|           |  |                                                                                       |    |  |    |                                                                                                         |  |  |   |       
|PART I.    |  | FINANCIAL INFORMATION                                                                 |    |  |    |                                                                                                        
|ITEM 1.    |  | Consolidated Financial Statements                                                     |    |  |    |                                                                                                        
|           |  |                                                                                       | A. |  |    | Consolidated Balance Sheets at June 30, 2003 (unaudited) and December 31, 2002                          |  |  | 3 |       
|           |  |                                                                                       | B. |  |    | Consolidated Statements of Income for the Three and Six Months ended June 30, 2003 and 2002 (unaudited) |  |  | 4 |       
|           |  |                                                                                       | C. |  |    | Consolidated Statements of Cash Flows for the Six Months ended June 30, 2003 and 2002 (unaudited)       |  |  | 5 |       
|           |  |                                                                                       | D. |  |    | Notes to Consolidated Financial Statements (unaudited)                                                  |  |  | 6 |       
|ITEM 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |    |  | 11 |                                                                                                        
|ITEM 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                            |    |  | 15 |                                                                                                        
|ITEM 4.    |  | Controls and Procedures                                                               |    |  | 15 |                                                                                                        
|PART II.   |  | OTHER INFORMATION                                                                     |    |  | 17 |                                                                                                        
|ITEM 1.    |  | Legal Proceedings                                                                     |    |  | 17 |                                                                                                        
|ITEM 2.    |  | Changes in Securities and Use of Proceeds                                             |    |  | 17 |                                                                                                        
|ITEM 3.    |  | Defaults Upon Senior Securities                                                       |    |  | 17 |                                                                                                        
|ITEM 4.    |  | Submission of Matters to a Vote of Security Holders                                   |    |  | 17 |                                                                                                        
|ITEM 5.    |  | Other Information                                                                     |    |  | 18 |                                                                                                        
|ITEM 6.    |  | Exhibits and Reports on Form 8-K                                                      |    |  | 18 |                                                                                                        
|SIGNATURES |  |                                                                                       | 19 | 
|EXHIBITS   |  |                                                                                       | 20 | 

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Bright Horizons Family Solutions, Inc.
Consolidated Balance Sheets
(in thousands except share data)

|                                                                            |                                                                                                                             |                            |         |             |         |              |         |        |         | 
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ----------- | ------- | ------------ | ------- | ------ | ------- | 
|                                                                            |                                                                                                                             |                            |         | June 30,    |         | December 31,
|                                                                            |                                                                                                                             |                            |         | 2003        |         | 2002        
|                                                                            |                                                                                                                             |                            |         |             |         |             
|                                                                            |                                                                                                                             |                            |         | (unaudited) |         |              |         |       
|ASSETS                                                                      |                                                                                                                             |                            |         |             |         |              |         |       
|Current Assets:                                                             |                                                                                                                             |                            |         |             |         |              |         |       
|                                                                            | Cash and cash equivalents                                                                                                   |                            | $       | 38,468      |         |              | $       | 28,193 |        
|                                                                            | Accounts receivable, net                                                                                                    |                            |         | 26,952      |         |              |         | 22,564 |        
|                                                                            | Prepaid expenses and other current assets                                                                                   |                            |         | 5,982       |         |              |         | 4,603  |        
|                                                                            | Current deferred tax asset                                                                                                  |                            |         | 9,745       |         |              |         | 9,745  |        
|                                                                            |                                                                                                                             |                            |         |             |         |              |         |        |        
|                                                                            |                                                                                                                             | Total current assets       |         |             | 81,147  |              |         |        | 65,105  | 
|Fixed assets, net                                                           |                                                                                                                             |                            | 93,428  |             |         |              | 88,472  |       
|Goodwill and other intangible assets, net                                   |                                                                                                                             |                            | 40,480  |             |         |              | 39,946  |       
|Non-current deferred tax asset                                              |                                                                                                                             |                            | 7,231   |             |         |              | 7,231   |       
|Other assets                                                                |                                                                                                                             |                            | 840     |             |         |              | 536     |       
|                                                                            |                                                                                                                             |                            |         |             |         |              |         |        |        
|                                                                            |                                                                                                                             | Total assets               |         | $           | 223,126 |              |         | $      | 201,290 | 
|                                                                            |                                                                                                                             |                            |         |             |         |              |         |        |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                        |                                                                                                                             |                            |         |             |         |              |         |       
|Current liabilities:                                                        |                                                                                                                             |                            |         |             |         |              |         |       
|                                                                            | Current portion of long-term debt and
obligations under capital leases                                                      |                            | $       | 155         |         |              | $       | 162    |        
|                                                                            | Accounts payable and accrued expenses                                                                                       |                            |         | 53,979      |         |              |         | 48,835 |        
|                                                                            | Deferred revenue, current portion                                                                                           |                            |         | 24,154      |         |              |         | 21,531 |        
|                                                                            | Income tax payable                                                                                                          |                            |         | 93          |         |              |         | 1,309  |        
|                                                                            | Other current liabilities                                                                                                   |                            |         | 2,394       |         |              |         | 1,993  |        
|                                                                            |                                                                                                                             |                            |         |             |         |              |         |        |        
|                                                                            |                                                                                                                             | Total current liabilities  |         |             | 80,775  |              |         |        | 73,830  | 
|Long-term debt and obligations under
capital leases, net of current portion |                                                                                                                             |                            | 2,111   |             |         |              | 380     |       
|Accrued rent                                                                |                                                                                                                             |                            | 2,496   |             |         |              | 1,955   |       
|Other long-term liabilities                                                 |                                                                                                                             |                            | 4,317   |             |         |              | 4,503   |       
|Deferred revenue, net of current portion                                    |                                                                                                                             |                            | 10,342  |             |         |              | 10,995  |       
|                                                                            |                                                                                                                             |                            |         |             |         |              |         |        |        
|                                                                            |                                                                                                                             | Total liabilities          |         |             | 100,041 |              |         |        | 91,663  | 
|                                                                            |                                                                                                                             |                            |         |             |         |              |         |        |        
|Stockholders equity:                                                       |                                                                                                                             |                            |         |             |         |              |         |       
|Preferred Stock: 5,000,000 authorized, none issued or outstanding           |                                                                                                                             |                            |         |             |         |              |         |       
|Common Stock $.01 par value                                                 |                                                                                                                             |                            |         |             |         |              |         |       
|                                                                            | Authorized: 30,000,000 shares
Issued: 13,208,000 and 12,950,000 shares at June 30, 2003 and
December 31, 2002, respectively |                            |         |             |         |              |         |        |        
|                                                                            | Outstanding: 12,691,000 and 12,433,000 at June 30, 2003 and
December 31, 2002, respectively                                 |                            |         | 132         |         |              |         | 129    |        
|Additional paid in capital                                                  |                                                                                                                             |                            | 88,597  |             |         |              | 85,512  |       
|Treasury stock, 517,000 shares, at cost                                     |                                                                                                                             |                            | (7,560  | )           |         |              | (7,560  | )     
|Cumulative translation adjustment                                           |                                                                                                                             |                            | 2,600   |             |         |              | 1,885   |       
|Retained earnings                                                           |                                                                                                                             |                            | 39,316  |             |         |              | 29,661  |       
|                                                                            |                                                                                                                             |                            |         |             |         |              |         |        |        
|                                                                            |                                                                                                                             | Total stockholders equity |         |             | 123,085 |              |         |        | 109,627 | 
|                                                                            |                                                                                                                             |                            |         |             |         |              |         |        |        
|Total liabilities and stockholders equity                                  |                                                                                                                             | $                          | 223,126 |             |         | $            | 201,290 |       
|                                                                            |                                                                                                                             |                            |         |             |         |              |         |        |        

The accompanying notes are an integral part of the consolidated financial statements.

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Bright Horizons Family Solutions, Inc.
Consolidated Statements of Income
(in thousands except per share data)
(Unaudited)

|                                    |                        |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |        | 
|----------------------------------- | ---------------------- | - | ------------------ | ------ | ---------------- | - | ------ | ------ | ---- | - | ------- | ------ |  | - | ------- | ------ | 
|                                    |                        |   | Three months ended |        | Six months ended
|                                    |                        |   | June 30,           |        | June 30,        
|                                    |                        |   |                    |        |                 
|                                    |                        |   | 2003               |        | 2002             |   | 2003   |        | 2002
|                                    |                        |   |                    |        |                  |   |        |        |     
|Revenues                            |                        | $ | 117,047            |        |                  | $ | 99,954 |        |      | $ | 229,454 |        |  | $ | 194,430 |       
|Cost of services                    |                        |   | 99,031             |        |                  |   | 84,997 |        |      |   | 194,330 |        |  |   | 165,304 |       
|                                    |                        |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|                                    | Gross profit           |   |                    | 18,016 |                  |   |        | 14,957 |      |   |         | 35,124 |  |   |         | 29,126 | 
|Selling, general and administrative |                        |   | 9,225              |        |                  |   | 8,139  |        |      |   | 18,450  |        |  |   | 15,787  |       
|Amortization                        |                        |   | 88                 |        |                  |   | 74     |        |      |   | 215     |        |  |   | 183     |       
|                                    |                        |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|                                    | Income from operations |   |                    | 8,703  |                  |   |        | 6,744  |      |   |         | 16,459 |  |   |         | 13,156 | 
|Net interest income                 |                        |   | 77                 |        |                  |   | 12     |        |      |   | 115     |        |  |   | 35      |       
|                                    |                        |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Income before tax                   |                        |   | 8,780              |        |                  |   | 6,756  |        |      |   | 16,574  |        |  |   | 13,191  |       
|Income tax provision                |                        |   | 3,653              |        |                  |   | 2,797  |        |      |   | 6,919   |        |  |   | 5,514   |       
|                                    |                        |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Net income                          |                        | $ | 5,127              |        |                  | $ | 3,959  |        |      | $ | 9,655   |        |  | $ | 7,677   |       
|                                    |                        |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Earnings per share  basic          |                        | $ | 0.41               |        |                  | $ | 0.32   |        |      | $ | 0.77    |        |  | $ | 0.62    |       
|                                    |                        |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Weighted average shares  basic     |                        |   | 12,600             |        |                  |   | 12,384 |        |      |   | 12,526  |        |  |   | 12,341  |       
|                                    |                        |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Earnings per share  diluted        |                        | $ | 0.39               |        |                  | $ | 0.30   |        |      | $ | 0.74    |        |  | $ | 0.59    |       
|                                    |                        |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Weighted average shares  diluted   |                        |   | 13,240             |        |                  |   | 13,091 |        |      |   | 13,127  |        |  |   | 13,035  |       
|                                    |                        |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       

The accompanying notes are an integral part of the consolidated financial statements.

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Bright Horizons Family Solutions, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

|                                                                                  |                                                                           |                                           |                                           |         |                           |         |        |         |       |         |  
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ----------------------------------------- | ----------------------------------------- | ------- | ------------------------- | ------- | ------ | ------- | ----- | ------- | -
|                                                                                  |                                                                           |                                           |                                           |         | Six months ended June 30,
|                                                                                  |                                                                           |                                           |                                           |         |                          
|                                                                                  |                                                                           |                                           |                                           |         | 2003                      |         | 2002  
|                                                                                  |                                                                           |                                           |                                           |         |                           |         |       
|Net income                                                                        |                                                                           | $                                         | 9,655                                     |         |                           | $       | 7,677  |        
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                           |                                           |                                           |         |                           |         |        |        
|                                                                                  | Depreciation and amortization                                             |                                           |                                           | 5,237   |                           |         |        | 4,529   |      
|                                                                                  | Loss on disposal of fixed assets                                          |                                           |                                           | 62      |                           |         |        |        |      
|                                                                                  | Non cash expenses                                                         |                                           |                                           | 374     |                           |         |        |        |      
|                                                                                  | Changes in assets and liabilities:                                        |                                           |                                           |         |                           |         |        |         |      
|                                                                                  |                                                                           | Accounts receivable                       |                                           |         | (4,327                    | )       |        |         | 1,736 |        
|                                                                                  |                                                                           | Prepaid expenses and other current assets |                                           |         | (1,342                    | )       |        |         | (778  | )      
|                                                                                  |                                                                           | Accounts payable and accrued expenses     |                                           |         | 5,256                     |         |        |         | 6,338 |        
|                                                                                  |                                                                           | Income taxes payable                      |                                           |         | (1,194                    | )       |        |         | (529  | )      
|                                                                                  |                                                                           | Deferred revenue                          |                                           |         | 1,356                     |         |        |         | 4,041 |        
|                                                                                  |                                                                           | Accrued rent                              |                                           |         | 316                       |         |        |         | 68    |        
|                                                                                  |                                                                           | Other long-term assets                    |                                           |         | (60                       | )       |        |         | (28   | )      
|                                                                                  |                                                                           | Other current and long-term liabilities   |                                           |         | 367                       |         |        |         | (7    | )      
|                                                                                  |                                                                           |                                           |                                           |         |                           |         |        |        
|                                                                                  |                                                                           |                                           | Net cash provided by operating activities |         |                           | 15,700  |        |         |       | 23,047  |  
|                                                                                  |                                                                           |                                           |                                           |         |                           |         |        |        
|Cash flows from investing activities:                                             |                                                                           |                                           |                                           |         |                           |         |        |        
|                                                                                  | Additions to fixed assets                                                 |                                           |                                           | (10,596 | )                         |         |        | (8,874  | )    
|                                                                                  | Proceeds from disposal of fixed assets                                    |                                           |                                           | 303     |                           |         |        |        |      
|                                                                                  | Cash payments for acquisitions, net of cash acquired                      |                                           |                                           |        |                           |         |        | (17,398 | )    
|                                                                                  |                                                                           |                                           |                                           |         |                           |         |        |        
|                                                                                  |                                                                           |                                           | Net cash used in investing activities     |         |                           | (10,293 | )      |         |       | (26,272 | )
|                                                                                  |                                                                           |                                           |                                           |         |                           |         |        |        
|Cash flows from financing activities:                                             |                                                                           |                                           |                                           |         |                           |         |        |        
|                                                                                  | Proceeds from issuance of common stock from exercise of options           |                                           |                                           | 3,063   |                           |         |        | 1,854   |      
|                                                                                  | Proceeds from note payable                                                |                                           |                                           | 1,874   |                           |         |        |        |      
|                                                                                  | Principal payments of long term debt and
obligations under capital leases |                                           |                                           | (150    | )                         |         |        | (265    | )    
|                                                                                  |                                                                           |                                           |                                           |         |                           |         |        |        
|                                                                                  |                                                                           |                                           | Net cash provided by financing activities |         |                           | 4,787   |        |         |       | 1,589   |  
|                                                                                  |                                                                           |                                           |                                           |         |                           |         |        |        
|Effect of exchange rate changes on cash and cash equivalents                      |                                                                           |                                           | 81                                        |         |                           |         | 118    |        
|                                                                                  |                                                                           |                                           |                                           |         |                           |         |        |        
|Net increase (decrease) in cash and cash equivalents                              |                                                                           |                                           | 10,275                                    |         |                           |         | (1,518 | )      
|Cash and cash equivalents, beginning of period                                    |                                                                           |                                           | 28,193                                    |         |                           |         | 12,770 |        
|                                                                                  |                                                                           |                                           |                                           |         |                           |         |        |        
|Cash and cash equivalents, end of period                                          |                                                                           | $                                         | 38,468                                    |         |                           | $       | 11,252 |        
|                                                                                  |                                                                           |                                           |                                           |         |                           |         |        |        

The accompanying notes are an integral part of the consolidated financial statements.

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ITEM 1.D. Notes to Consolidated Financial Statements (Unaudited)

1. The Company and Basis of Presentation

Organization- Bright Horizons Family Solutions, Inc. (the Company) was
incorporated under the laws of the state of Delaware on April 27, 1998 and
commenced substantive operations upon the completion of the merger by and
between Bright Horizons, Inc. (BRHZ) and CorporateFamily Solutions, Inc.
(CFAM) on July 24, 1998 (the Merger.) The Company provides workplace
services for employers and families including childcare, early education and
strategic work/life consulting throughout the United States, Canada, Guam,
Ireland and the United Kingdom.

The Company operates its child care and early education centers under
various types of arrangements, which generally can be classified in two
forms: (i) the sponsor model, where the Company operates a center on the
premises of a sponsor and gives priority enrollment to the sponsors
employees or affiliates, and (ii) the management model, where the Company
manages a work-site center under a cost-plus arrangement, typically for a
single employer.

Basis of Presentation- The accompanying financial statements have been
prepared by the Company in accordance with the accounting policies described
in the Companys audited financial statements included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2002, and should
be read in conjunction with the notes thereto.

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated.

In the opinion of the Companys management, the accompanying unaudited
consolidated financial statements contain all adjustments which are
necessary to present fairly its financial position as of June 30, 2003, and
the results of its operations for the three and six month periods ended June
30, 2003 and 2002, and its cash flows for the six month periods ended June
30, 2003 and 2002, and are of a normal and recurring nature. The results of
operations for interim periods are not necessarily indicative of the
operating results to be expected for the full year.

Segment Information- As of June 30, 2003, the Company operates solely in
one segment, providing workplace services to employers and families
including childcare, early education and work/life consulting and generates
in excess of 90% of revenue and operating profit domestically.

Stock-Based Compensation- SFAS No. 123, Accounting for Stock-Based
Compensation, encourages, but does not require, companies to record
compensation cost for stock-based employee compensation plans at fair value.
The Company has chosen to continue to account for employee stock-based
compensation using the intrinsic value method as prescribed in Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees, and related

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interpretations. Under APB Opinion No. 25, no compensation cost related to
employee stock options has been recognized as options are granted with
exercise prices equal to or greater than the fair market value at the date
of grant. The Company accounts for options granted to non-employees and
certain options issued in connection with acquisitions using the fair value
method, in accordance with the provisions of SFAS No. 123. Had compensation
cost for the stock option plans been determined based on the fair value at
the grant date consistent with the provisions of SFAS No. 123, the Companys
net income and earnings per share would have been reduced to the following
pro forma amounts for periods ended June 30, 2003 and 2002.

|                              |             |  |          |           |          |  |   |           | 
|----------------------------- | ----------- |  | -------- | --------- | -------- |  | - | --------- | 
|                              |             |  | June 30, |           | June 30,
|                              |             |  | 2003     |           | 2002    
|                              |             |  |          |           |         
|Period Ended:                 |             |  |          |           |          |  |   |          
|Net income:                   |             |  |          |           |          |  |   |          
|                              | As reported |  | $        | 9,655,000 |          |  | $ | 7,677,000 | 
|                              | Pro forma   |  | $        | 7,855,000 |          |  | $ | 5,344,000 | 
|Earnings per share  Basic:   |             |  |          |           |          |  |   |          
|                              | As reported |  | $        | 0.77      |          |  | $ | 0.62      | 
|                              | Pro forma   |  | $        | 0.63      |          |  | $ | 0.43      | 
|Earnings per share  Diluted: |             |  |          |           |          |  |   |          
|                              | As reported |  | $        | 0.74      |          |  | $ | 0.59      | 
|                              | Pro forma   |  | $        | 0.61      |          |  | $ | 0.42      | 

The fair value of each option on its date of grant has been estimated for
pro forma purposes using the Black-Scholes option pricing model using the
following weighted average assumptions:

|                                                                         |  |           |       |           |  |   |       |  
|------------------------------------------------------------------------ |  | --------- | ----- | --------- |  | - | ----- | -
|                                                                         |  | 2003      |       | 2002     
|                                                                         |  |           |       |          
|Expected dividend yield                                                  |  |           | 0.0   | %         |  |   | 0.0   | %
|Expected stock price volatility                                          |  |           | 49.1  | %         |  |   | 51.6  | %
|Risk free interest rate                                                  |  |           | 1.99  | %         |  |   | 3.20  | %
|Expected life of options                                                 |  | 7.3 years |       | 7.3 years
|Weighted-average fair value per share of options granted
during the year |  | $         | 14.41 |           |  | $ | 16.42 |  

Comprehensive Income- Comprehensive income is defined as the change in
equity of a business enterprise during a period from transactions and other
events and circumstances from non-owner sources.

The only components of comprehensive income reported by the Company are net
income and foreign currency translation adjustments.

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|                                         |                      |   |                                   |        |      |   |       |       | 
|---------------------------------------- | -------------------- | - | --------------------------------- | ------ | ---- | - | ----- | ----- | 
|                                         |                      |   | For the Six Months Ended June 30,
|                                         |                      |   |                                  
|                                         |                      |   | 2003                              |        | 2002
|                                         |                      |   |                                   |        |     
|Net income                               |                      | $ | 9,655                             |        |      | $ | 7,677 |      
|Foreign currency translation adjustments |                      |   | 715                               |        |      |   | 535   |      
|                                         |                      |   |                                   |        |      |   |       |      
|                                         | Comprehensive income |   | $                                 | 10,370 |      |   | $     | 8,212 | 
|                                         |                      |   |                                   |        |      |   |       |      

Recently Issued Accounting Pronouncements 

In November 2002, the EITF issued EITF No. 00-21, Accounting for Revenue
Arrangements with Multiple Deliverables. EITF No. 00-21 addresses certain
aspects of the accounting by a vendor for arrangements under which it will
perform multiple revenue-generating activities. EITF No. 00-21 establishes
three principles: revenue arrangements with multiple deliverables should be
divided into separate units of accounting, arrangement consideration should
be allocated among the separate units of accounting based on their relative
fair values, and revenue recognition criteria should be considered
separately for separate units of accounting. EITF No. 00-21 is effective for
all revenue arrangements entered into in fiscal periods beginning after June
15, 2003, with early adoption permitted. The Company does not expect this
standard to have an impact on its revenue recognition policies.

2. Notes Payable

The Company entered into an agreement with a client to develop an early
education center, which will be funded by proceeds from a note payable of
approximately $2.6 million. The note will bear interest at 5.75% and will
be payable over a term of 54 months, commencing August 2003, and is secured
by the Companys leasehold interest in the center. Through June 30, 2003,
the Company has borrowed approximately $1.9 million of the amount available.

3. Earnings Per Share

Earnings per share has been calculated and presented in accordance with SFAS
No. 128 Earnings per Share. The computation of net earnings per share is
based on the weighted average number of common shares and common equivalent shares outstanding during the period.

8



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##### Table of Contents



The following tables present information necessary to calculate earnings
per share:

|                                        |               |   |                                                                        |   |               |  |           |     |  |   |      |  | 
|--------------------------------------- | ------------- | - | ---------------------------------------------------------------------- | - | ------------- |  | --------- | --- |  | - | ---- |  | 
|                                        |               |   | Three months Ended June 30, 2003
(In thousands, except per share data)
|                                        |               |   |                                                                       
|                                        |               |   | Earnings                                                               |   | Shares        |  | Per Share
|                                        |               |   | (Numerator)                                                            |   | (Denominator) |  | Amount   
|                                        |               |   |                                                                        |   |               |  |          
|Basic earnings per share:               |               |   |                                                                        |   |               |  |           |     |  |   |      | 
|Income available to common
stockholders |               | $ | 5,127                                                                  |   |               |  | 12,600    |     |  | $ | 0.41 | 
|                                        |               |   |                                                                        |   |               |  |           |     |  |   |      | 
|Effect of dilutive securities:          |               |   |                                                                        |   |               |  |           |     |  |   |      | 
|                                        | Stock options |   |                                                                        |  |               |  |           | 640 |  |   |      |  | 
|                                        |               |   |                                                                        |   |               |  |           |     |  |   |      | 
|Diluted earnings per share              |               | $ | 5,127                                                                  |   |               |  | 13,240    |     |  | $ | 0.39 | 
|                                        |               |   |                                                                        |   |               |  |           |     |  |   |      | 

|                                        |               |   |                                  |   |               |  |           |     |  |   |      |  | 
|--------------------------------------- | ------------- | - | -------------------------------- | - | ------------- |  | --------- | --- |  | - | ---- |  | 
|                                        |               |   | Three months Ended June 30, 2002
|                                        |               |   |                                 
|                                        |               |   | Earnings                         |   | Shares        |  | Per Share
|                                        |               |   | (Numerator)                      |   | (Denominator) |  | Amount   
|                                        |               |   |                                  |   |               |  |          
|Basic earnings per share:               |               |   |                                  |   |               |  |           |     |  |   |      | 
|Income available to common
stockholders |               | $ | 3,959                            |   |               |  | 12,384    |     |  | $ | 0.32 | 
|                                        |               |   |                                  |   |               |  |           |     |  |   |      | 
|Effect of dilutive securities:          |               |   |                                  |   |               |  |           |     |  |   |      | 
|                                        | Stock options |   |                                  |  |               |  |           | 707 |  |   |      |  | 
|                                        |               |   |                                  |   |               |  |           |     |  |   |      | 
|Diluted earnings per share              |               | $ | 3,959                            |   |               |  | 13,091    |     |  | $ | 0.30 | 
|                                        |               |   |                                  |   |               |  |           |     |  |   |      | 

|                                        |               |   |                                |   |               |  |           |     |  |   |      |  | 
|--------------------------------------- | ------------- | - | ------------------------------ | - | ------------- |  | --------- | --- |  | - | ---- |  | 
|                                        |               |   | Six months Ended June 30, 2003
|                                        |               |   |                               
|                                        |               |   | Earnings                       |   | Shares        |  | Per Share
|                                        |               |   | (Numerator)                    |   | (Denominator) |  | Amount   
|                                        |               |   |                                |   |               |  |          
|Basic earnings per share:               |               |   |                                |   |               |  |           |     |  |   |      | 
|Income available to common
stockholders |               | $ | 9,655                          |   |               |  | 12,526    |     |  | $ | 0.77 | 
|                                        |               |   |                                |   |               |  |           |     |  |   |      | 
|Effect of dilutive securities:          |               |   |                                |   |               |  |           |     |  |   |      | 
|                                        | Stock options |   |                                |  |               |  |           | 601 |  |   |      |  | 
|                                        |               |   |                                |   |               |  |           |     |  |   |      | 
|Diluted earnings per share              |               | $ | 9,655                          |   |               |  | 13,127    |     |  | $ | 0.74 | 
|                                        |               |   |                                |   |               |  |           |     |  |   |      | 

|                                        |               |   |                                |   |               |  |           |     |  |   |      |  | 
|--------------------------------------- | ------------- | - | ------------------------------ | - | ------------- |  | --------- | --- |  | - | ---- |  | 
|                                        |               |   | Six months Ended June 30, 2002
|                                        |               |   |                               
|                                        |               |   | Earnings                       |   | Shares        |  | Per Share
|                                        |               |   | (Numerator)                    |   | (Denominator) |  | Amount   
|                                        |               |   |                                |   |               |  |          
|Basic earnings per share:               |               |   |                                |   |               |  |           |     |  |   |      | 
|Income available to common
stockholders |               | $ | 7,677                          |   |               |  | 12,341    |     |  | $ | 0.62 | 
|                                        |               |   |                                |   |               |  |           |     |  |   |      | 
|Effect of dilutive securities:          |               |   |                                |   |               |  |           |     |  |   |      | 
|                                        | Stock options |   |                                |  |               |  |           | 694 |  |   |      |  | 
|                                        |               |   |                                |   |               |  |           |     |  |   |      | 
|Diluted earnings per share              |               | $ | 7,677                          |   |               |  | 13,035    |     |  | $ | 0.59 | 
|                                        |               |   |                                |   |               |  |           |     |  |   |      | 

The weighted average number of shares excluded from the above calculations
for the three and six months ended June 30, 2003 were approximately 11,000
and 158,000, respectively, and approximately 9,000 and 5,000 for the three
and six months ended June 30, 2002, respectively, as their effect would be
anti-dilutive. For the three and

9



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##### Table of Contents



six month periods ended June 30, 2003 and 2002, the Company had no warrants
or preferred stock outstanding

4. Commitments and Contingencies

The Company self-insures a portion of its workers compensation and medical
insurance plans. While management believes that the amounts accrued for
these obligations is sufficient, any significant increase in the number of
claims and costs associated with claims made under these plans could have a
material adverse effect on the Companys financial position or results of
operations.

The Company is a defendant in certain legal matters in the ordinary course
of business. Management believes the resolution of such legal matters will
not have a material effect on the Companys financial condition or results
of operations.

The Company is guarantor on a lease for a childcare center that was
transitioned to another provider. The lease guarantee expires in June 2006.
Management estimates that its current obligations associated with this
lease, including real estate taxes and related expenses to be approximately
$680,000.

10



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##### Table of Contents






|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|ITEM 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations

This Form 10-Q contains certain forward-looking statements regarding, among
other things, the anticipated financial and operating results of the
Company. Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The
Company undertakes no obligation to publicly release any modifications or
revisions to these forward-looking statements to reflect events or
circumstances occurring after the date hereof or to reflect the occurrence
of unanticipated events. In connection with the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995, the Company cautions
investors that future financial and operating results may differ materially
from those projected in forward-looking statements made by, or on behalf of,
the Company. Such forward-looking statements involve known and unknown
risks, uncertainties, and other factors that may cause the actual results,
performance, or achievements of the Company to be materially different from
any future results, performance, or achievements expressed or implied by
such forward-looking statements. See Risk Factors included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2002
and incorporated herein by reference for a description of a number of risks
and uncertainties, which could affect actual results.

General

The Company provides workplace services for employers and families,
including child care, early education and strategic work/life consulting,
operating 481 child care and early education centers at June 30, 2003.
During the three-month period ending June 30, 2003, the Company added 9 new
centers, and closed 4 centers, adding the ability to serve 700 children to its total capacity.
The Company now has the capacity to serve approximately 56,000 children in
37 states, the District of Columbia, Canada, Guam, Ireland and the United
Kingdom and has partnerships with many leading employers, including 84
Fortune 500companies. Working Mothers2002 list of the 100 Best
Companies for Working Mothers includes 54 clients of the Company.
Historical revenue growth has primarily resulted from the addition of child
care and early education centers as well as increased enrollment at existing
child care and early education centers. The Company reports its operating
results on a calendar year basis.

The Companys business is subject to seasonal and quarterly fluctuations.
Demand for child care and early education services has historically
decreased during the summer months. During this season, families are often
on vacation or have alternative child care arrangements. Demand for the
Companys services generally increases in September upon the beginning of
the new school year and remains relatively stable throughout the remainder
of the school year. Results of operations may also fluctuate from quarter
to quarter as a result of, among other things, the performance of existing
centers including enrollment levels and staffing fluctuations, the number
and timing of new center openings and/or acquisitions, the length of time
required for new centers to achieve profitability, center closings,
refurbishment or relocation, the model mix (sponsor vs. management) of new
and existing centers, competitive factors and general economic conditions.

11



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##### Table of Contents



Results of Operations

The following table sets forth certain statement of operations data as a
percentage of revenue for the three and six month periods ended June 30, 2003 and
2002:

|                                  |                        |  |                    |      |                  |  |       |      |      |  |       |      |  |  |       |      | 
|--------------------------------- | ---------------------- |  | ------------------ | ---- | ---------------- |  | ----- | ---- | ---- |  | ----- | ---- |  |  | ----- | ---- | 
|                                  |                        |  | Three Months Ended |      | Six Months Ended
|                                  |                        |  | June 30,           |      | June 30,        
|                                  |                        |  |                    |      |                 
|                                  |                        |  | 2003               |      | 2002             |  | 2003  |      | 2002
|                                  |                        |  |                    |      |                  |  |       |      |     
|Net revenues                      |                        |  | 100.0              | %    |                  |  | 100.0 | %    |      |  | 100.0 | %    |  |  | 100.0 | %   
|Cost of services                  |                        |  | 84.6               |      |                  |  | 85.0  |      |      |  | 84.7  |      |  |  | 85.0  |     
|                                  |                        |  |                    |      |                  |  |       |      |      |  |       |      |  |  |       |     
|                                  | Gross profit           |  |                    | 15.4 |                  |  |       | 15.0 |      |  |       | 15.3 |  |  |       | 15.0 | 
|Selling, general & administrative |                        |  | 7.9                |      |                  |  | 8.1   |      |      |  | 8.0   |      |  |  | 8.1   |     
|Amortization                      |                        |  | 0.1                |      |                  |  | 0.1   |      |      |  | 0.1   |      |  |  | 0.1   |     
|                                  |                        |  |                    |      |                  |  |       |      |      |  |       |      |  |  |       |     
|                                  | Income from operations |  |                    | 7.4  |                  |  |       | 6.8  |      |  |       | 7.2  |  |  |       | 6.8  | 
|Interest income                   |                        |  | 0.1                |      |                  |  | 0.0   |      |      |  | 0.0   |      |  |  | 0.0   |     
|                                  |                        |  |                    |      |                  |  |       |      |      |  |       |      |  |  |       |     
|Income before income taxes        |                        |  | 7.5                |      |                  |  | 6.8   |      |      |  | 7.2   |      |  |  | 6.8   |     
|Income tax provisions             |                        |  | 3.1                |      |                  |  | 2.8   |      |      |  | 3.0   |      |  |  | 2.9   |     
|                                  |                        |  |                    |      |                  |  |       |      |      |  |       |      |  |  |       |     
|Net income                        |                        |  | 4.4                | %    |                  |  | 4.0   | %    |      |  | 4.2   | %    |  |  | 3.9   | %   
|                                  |                        |  |                    |      |                  |  |       |      |      |  |       |      |  |  |       |     

Three and Six Months Ended June 30, 2003 Compared to the Three and Six
Months Ended June 30, 2002

Revenue. Revenue increased $17.0 million, or 17.1%, to $117.0 million for
the three months ended June 30, 2003 from $100.0 million for the three
months ended June 30, 2002. Revenue increased $35.1 million, or 18.0%, to
$229.5 million for the six months ended June 30, 2003 from $194.4 million
for the six months ended June 30, 2002. The growth in revenues is primarily
attributable to the net addition of 25 centers since June 30, 2002, which
correlates to a 7% increase in overall capacity, modest growth in the
existing base of centers, and average tuition increases of 4% at existing
centers.

Gross Profit. Cost of services consists of center operating expenses,
including payroll and benefits for center personnel, facilities costs, which
include depreciation, supplies and other expenses incurred at the child care
and early education center level. Gross profit increased $3.0 million, or
20.5%, to $18.0 million for the three month period ended June 30, 2003 from
$15.0 million for the three months ended June 30, 2002. As a percentage of
revenue, gross profit increased to 15.4% for the three months ended June 30,
2003 compared to 15.0% for the three months ended June 30, 2002. Gross
profit increased $6.0 million, or 20.6%, to $35.1 million for the six months
ended June 30, 2003 from $29.1 million for the six months ended June 30,
2002. As a percentage of net revenues, gross profit increased to 15.3% for
the six months ended June 30, 2003, compared to 15.0% for the same period in
2002.

The increase in gross profit margins for the three and six month periods
ended June 30, 2003 compared to the same periods in 2002 resulted from
enrollment gains at the Companys centers that are
ramping to mature operating levels, the ability to maintain price
increases and the controlled management of personnel costs at the
Companys domestic centers. The Company expects gross margins for the full
year in 2003 to approximate 14.8% to 15.1% due to the seasonal effects of
the business during the summer months.

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##### Table of Contents



Selling, General and Administrative Expenses. Selling, general and
administrative expenses (SGA) consist of regional and district management
personnel, corporate management and administrative functions, and business
development expenses. Selling, general and administrative expenses increased
$1.1 million, or 13.3%, to $9.2 million for the three months ended June 30,
2003 from $8.1 million for the three months ended June 30, 2002. As a
percentage of revenue, SGA expenses decreased to 7.9% for the three months
ended June 30, 2003 from 8.1% for the same period in 2002. SGA expenses
increased $2.7 million, or 16.9%, to $18.5 million for the six months ended
June 30, 2003 from $15.8 million for the six months ended June 30, 2002. As
a percentage of net revenues, SGA expenses decreased to 8.0% for the six
months ended June 30, 2003 from 8.1% for the six months ended June 30, 2002.

The dollar increase in SGA expenses is primarily attributable to investments
in regional and divisional management as well as general corporate and
administrative personnel necessary to support long-term growth, primarily
related to expansion and integration of the Companys European operations.
Selling, general and administrative expenses, as a percentage of revenue,
decreased during the three and six months ended June 30, 2003 as compared to
the three and six months ended June 30, 2002 as a result of a larger revenue
base and increased leveraging of overhead costs. In total, the Company
projects SGA expenses, as a percentage of revenue, to approximate 7.9% to
8.1% of revenue for 2003.

Amortization.Amortization expense on intangible assets other than goodwill
totaled $88,000 for the three months ended June 30, 2003, as compared to
$74,000 in the same period for 2002. For the six month period ended June
30, 2003, amortization expense totaled $215,000 compared to $183,000 in the
period ended June 30, 2002.

Income from Operations. Income
from operations totaled $8.7 million for the
three months ended June 30, 2003, an increase of $2.0 million, or 29.0%,
from $6.7 million in the same period for 2002. For the six months ended
June 30, 2003, income from operations increased $3.3 million, or 25.1%, to
$16.5 million from $13.2 million in the same period for 2002. These
increases are primarily the result of the revenue and gross margin
improvements indicated above.

Net Interest Income.Net interest income was approximately $77,000 for the
three months ended June 30, 2003 as compared with $12,000 for the three
months ended June 30, 2002. For the six months ended June 30, 2003 the
Company had net interest income of $115,000 as compared to net interest
income of $35,000 for the six months ended June 30, 2002. The net interest
income in 2003 arises from higher average levels of invested cash, offset by
lower average investment yields in 2003 compared to 2002.

Income Tax Provision. The Companys effective income tax rate was
approximately 41.6% for the three-month period ended June 30, 2003 and 41.4%
for the three-month period ended June 30, 2002. For the six months ended
June 30, 2003 and 2002, the tax rate was approximately 41.8%, which
approximates the projected rate for the full year in 2003.

13



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##### Table of Contents



Liquidity and Capital Resources

The Companys primary cash requirements are the ongoing operations of its
existing centers and the addition of new centers through development or
acquisition. The Companys primary sources of liquidity have been existing
cash balances and cash flow from operations. The Company had
working capital of $372,000 as of June 30, 2003 and a working capital
deficit of $8.7 million at December 31, 2002.

Cash provided from operations totaled
$15.7 million for the six months ended
June 30, 2003 and $23.0 million for the six months ended June 30, 2002. The
decrease is primarily the result of the timing and collections of accounts
receivable and a smaller increase in deferred revenue in 2003 as compared to
2002, both of which were offset by a $2.0 million increase in net income.

Cash used in investing activities
decreased to $10.3 million for the six
months ended June 30, 2003 from $26.3 million for the six months ended June
30, 2002. The decrease was primarily the result of payments of $17.4
million for acquisitions made in 2002. The decrease in cash used in
investing activities was slightly offset by an increase in fixed asset
spending of approximately $1.7 million in the six month period ended June
30, 2003 as compared to the same period in 2002. Fixed assets additions in
2003 totaled $10.6 million of which approximately $6.9 million relates to
new centers, with the remaining balance being primarily utilized for the
refurbishment of existing centers. Management expects the current level of
center related fixed asset spending to remain the same or increase slightly
over the remainder of 2003.

Cash provided by financing activities totaled $4.8 million for the six
months ended June 30, 2003 as compared to $1.6 million for the six months
ended June 30, 2002. The Company received $3.1 million for stock option
exercises in the six months ended June 30, 2003, as compared to $1.9 million
in the same period in 2002. The Company also received approximately $1.9
million in proceeds from a note payable to fund the construction of a
client-sponsored center. The Company has not borrowed from its line of
credit in 2003.

Management believes that funds provided by operations and the Companys
existing cash and cash equivalent balances and borrowings available under
its line of credit will be adequate to meet planned operating and capital
expenditure needs for at least the next 12 months. However, if the Company
were to make any significant acquisition(s) or investments in the purchase
of facilities for new or existing child care and early education centers, it
may be necessary for the Company to obtain additional debt or equity
financing. There can be no assurance that the Company would be able to
obtain such financing on reasonable terms, if at all.

14



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##### Table of Contents



Recently Issued Accounting
Pronouncements

In November 2002, the EITF issued EITF No. 00-21, Accounting for Revenue
Arrangements with Multiple Deliverables. EITF No. 00-21 addresses certain
aspects of the accounting by a vendor for arrangements under which it will
perform multiple revenue-generating activities. EITF No. 00-21 establishes
three principles: revenue arrangements with multiple deliverables should be
divided into separate units of accounting, arrangement consideration should
be allocated among the separate units of accounting based on their relative
fair values, and revenue recognition criteria should be considered
separately for separate units of accounting. EITF No. 00-21 is effective for
all revenue arrangements entered into in fiscal periods beginning after June
15, 2003, with early adoption permitted. The Company does not expect this
standard to have an impact on its revenue recognition policies.




ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

There have been no material changes in the Companys investment strategies,
types of financial instruments held or the risks associated with such
instruments which would materially alter the market risk disclosures made in
the Companys Annual Report on Form 10-K for the year ended December 31,
2002.

Foreign Currency Exchange Rate Risk

The Companys exposure to fluctuations in foreign currency exchange rates is
primarily the result of foreign subsidiaries domiciled in the United Kingdom
and Ireland. The Company does not currently use financial derivative
instruments to hedge foreign currency exchange rate risks associated with
its foreign subsidiaries.

The assets and liabilities of the Companys Canada, Ireland, and United
Kingdom subsidiaries are translated into U.S. dollars at exchange rates in
effect at the balance sheet date. Income and expense items are translated at
the average exchange rates prevailing during the period. The cumulative
translation effects for the subsidiaries are included in cumulative
translation adjustment in stockholders equity.

There have been no changes in the Companys foreign operations that would
materially alter the disclosures on foreign currency exchange risk made in
the Companys Annual Report on Form 10-K for the year ended December 31,
2002.




ITEM 4. Controls and Procedures

An evaluation was performed under the
supervision and with the participation of our senior management,
including our Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure
controls and procedures

15



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##### Table of Contents



pursuant to Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934 as of the end of the
period covered by this quarterly report. Based on that evaluation,
our senior management, including our Chief Executive Officer and
Chief Financial Officer, concluded that as of the end of the period
covered by this quarterly report our disclosure controls and
procedures are effective in causing material information relating to
us (including our consolidated subsidiaries) to be recorded,
processed, summarized and reported by management on a timely basis
and to ensure that the quality and timeliness of our public
disclosures complies with SEC disclosure obligations. There have been
no changes in our internal control over financial reporting that
occurred during the period covered by this report that have been
materially affected, or are likely to materially affect, the
Companys internal control over financial reporting.

16



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##### Table of Contents






PART II  OTHER INFORMATION




ITEM 1. Legal Proceedings:

Not Applicable




ITEM 2. Changes in Securities and Use of Proceeds:

Not applicable




ITEM 3. Defaults Upon Senior Securities:

None




ITEM 4. Submission of Matters to a Vote of Security Holders:

The Company held its annual meeting of stockholders on June 3, 2003. At the
annual meeting, the stockholders of the Company voted to elect three Class
II directors for a term of three years and until their successors are duly
elected and qualified. The following table sets forth the number of votes
cast for and against/withheld with respect to each of the director nominees:

|                        |  |     |            |                  |  |  |        | 
|----------------------- |  | --- | ---------- | ---------------- |  |  | ------ | 
|Nominee                 |  | For |            | Against/Withheld
|                        |  |     |            |                 
|E. Townes Duncan        |  |     | 10,489,377 |                  |  |  | 28,250 | 
|Sara Lawrence-Lightfoot |  |     | 10,426,713 |                  |  |  | 90,914 | 
|David H. Lissy          |  |     | 10,426,368 |                  |  |  | 91,259 | 

In addition to the foregoing directors, the following table sets forth the
other members of the Board of Directors whose term of office continued after
the meeting and the year in which his or her term expires:

|                  |  |              |      | 
|----------------- |  | ------------ | ---- | 
|Name              |  | Term Expires
|                  |  |             
|Fred K. Foulkes   |  |              | 2004 | 
|Linda A. Mason    |  |              | 2004 | 
|Ian M. Rolland    |  |              | 2004 | 
|Mary Ann Tocio    |  |              | 2004 | 
|Joshua Bekenstein |  |              | 2005 | 
|JoAnne Brandes    |  |              | 2005 | 
|Roger H. Brown    |  |              | 2005 | 

17



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##### Table of Contents






ITEM 5. Other information:

Not applicable




ITEM 6. Exhibits and Reports on Form 8-K:

(a)  Exhibits:

|     |  |                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002                     
|     |  |                                                                                                                        
|31.2 |  | Certificate of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                       
|     |  |                                                                                                                        
|32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K



| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | The following report on Form 8-K was filed with the SEC during the period
April 1, 2003 through June 30, 2003:



| |                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 24, 2003, the Company furnished a Form 8-K under Item 9
(pursuant to Item 12) related to the Companys press release
announcing its first quarter earnings results.



| |                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------
| | The following report on Form 8-K was
filed with the SEC subsequent to June 30, 2003 and prior to the
date of this report:



| |                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On July 24, 2003, the Company furnished a Form 8-K under Item 9
(pursuant to Item 12) related to the Companys press release
announcing its second quarter earnings results.

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##### Table of Contents






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized:

Date: August 14, 2003

| |  |                                       
| |  | --------------------------------------
| |  | BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
| |  |                                       
| |  | By: /s/ Elizabeth J. Boland           
| |  |                                       
| |  | Elizabeth J. Boland                   
| |  | Chief Financial Officer               
| |  | (Duly Authorized Officer and Principal
| |  | Financial and Accounting Officer)     

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##### Table of Contents






EXHIBIT INDEX

|     |  |                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002                     
|    
|31.2 |  | Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002                     
|    
|32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

20