<PAGE>   1



                       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, 1999.


                        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              (IRS Employer Identification No.)
 incorporation or organization)


                   One Kendall Square, Building 200, Suite 223
                         Cambridge, Massachusetts 02139
                     (Address of principal executive office)


                                 (617) 577-8020
              (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 [ ].

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: 12,190,316 shares of common
stock, $.01 par value, at August 6, 1999.


<PAGE>   2



                                    FORM 10-Q
                                      INDEX
<TABLE>
<CAPTION>
                                                                              Page
                                                                             Number
<S>         <C>                                                              <C>
PART I.     FINANCIAL INFORMATION

ITEM  1.    Consolidated Financial Statements

            A.  Consolidated Balance Sheets at June 30, 1999 (Unaudited
                and December 31, 1998                                          3

            B.  Consolidated Statements of Operations for the Three
                and Six Months ended June 30, 1999 and 1998 (Unaudited)        4

            C.  Consolidated Statements of Cash Flows for the Six Months
                ended June 30, 1999 and 1998 (Unaudited)                       5

            D.  Notes to Consolidated Financial Statements (Unaudited)         6

ITEM 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                          9

ITEM 3.     Quantitative and Qualitative Disclosure about Market Risk         14

PART II.    OTHER INFORMATION

ITEM 1.     Legal Proceedings                                                 15

ITEM 2.     Changes in Securities and Use of Proceeds                         15

ITEM 3.     Defaults Upon Senior Securities                                   15

ITEM 4.     Submission of Matters to a Vote of Security Holders               15

ITEM 5.     Other information                                                 16

ITEM 6.     Exhibits and Reports on Form 8-K                                  16

SIGNATURES                                                                    17

EXHIBIT INDEX                                                                 18
</TABLE>



                                       2

<PAGE>   3


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

<TABLE>
<CAPTION>
                                                                 June 30,      December 31,
                                                                   1999            1998
                                                                (Unaudited)

<S>                                                              <C>           <C>
ASSETS

Current assets:

    Cash and cash equivalents                                    $  23,246       $ 20,439
    Accounts receivable, net                                        17,605         13,302
    Income taxes receivable                                          2,390          2,243
    Prepaid expenses and other current assets                        3,479          1,520
    Current deferred tax asset                                       4,642          4,579
                                                                 ---------       --------
          Total current assets                                      51,362         42,083

Fixed assets, net                                                   36,213         31,482
Deferred charges, net                                                  968            693
Goodwill and other intangible assets, net                           14,148         14,095
Non-current deferred tax asset                                       2,599          2,599
Other assets                                                           397            511
                                                                 ---------       --------
          Total assets                                           $ 105,687       $ 91,463
                                                                 =========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

    Current portion of long term debt and
          obligations under capital leases                       $      67       $     67
    Accounts payable and accrued expenses                           23,860         21,759
    Deferred revenue, current portion                                9,050          7,565
    Other current liabilities                                        1,475            652
                                                                 ---------       --------
          Total current liabilities                                 34,452         30,043

Long term debt and obligations under
    capital leases                                                     101            618
Accrued rent                                                         1,483          1,560
Other long term liabilities                                          2,754          2,731
Deferred revenue, net of current portion                             2,920          3,131
                                                                 ---------       --------
          Total liabilities                                         41,710         38,083
                                                                 ---------       --------
Stockholders' equity:

Common stock $.01 par value, 30,000,000 shares
    authorized, 12,171,000 and 11,554,000 shares issued and
    outstanding at June 30,1999 and December 31, 1998                  122            115
Additional paid in capital                                          74,195         67,589
Accumulated deficit                                                (10,340)       (14,324)
                                                                 ---------       --------
          Total stockholders' equity                                63,977         53,380
                                                                 ---------       --------
Total liabilities and stockholders' equity                       $ 105,687       $ 91,463
                                                                 =========       ========


</TABLE>


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



                                       3
<PAGE>   4



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


<TABLE>
<CAPTION>
                                         Three months ended       Six months ended
                                               June 30,                June 30,
                                          1999       1998         1999         1998

<S>                                     <C>         <C>         <C>          <C>
Revenues                                $60,960     $52,307     $119,421     $101,175
Cost of services                         52,096      44,983      102,183       87,003
                                        -------     -------     --------     --------
     Gross profit                         8,864       7,324       17,238       14,172

Selling, general and administrative       5,267       4,802       10,394        9,352

Amortization                                217         296          446          534
                                        -------     -------     --------     --------
     Income from operations               3,380       2,226        6,398        4,286

Net interest income                         145         338          356          618
                                        -------     -------     --------     --------
Income before tax                         3,525       2,564        6,754        4,904

Income tax provision                      1,446       1,047        2,770        2,012
                                        -------     -------     --------     --------

Net income                              $ 2,079     $ 1,517     $  3,984     $  2,892
                                        =======     =======     ========     ========

Earnings per share - basic              $  0.17     $  0.14     $   0.33     $   0.26
                                        =======     =======     ========     ========

Weighted average shares - basic          12,095      11,148       11,942       11,044
                                        =======     =======     ========     ========

Earnings per share - diluted            $  0.16     $  0.12     $   0.31     $   0.23
                                        =======     =======     ========     ========

Weighted average shares - diluted        12,753      12,512       12,745       12,422
                                        =======     =======     ========     ========

</TABLE>


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



                                       4

<PAGE>   5



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

<TABLE>
<CAPTION>

                                                               Six months ended June 30,
                                                                  1999          1998

<S>                                                             <C>           <C>
Net income                                                      $  3,984      $  2,892

Adjustments to reconcile net income to net cash provided
    by operating activities:

        Depreciation and amortization                              2,272         1,936
        (Gain)/Loss on disposal of fixed assets                       10           (25)
        Deferred income taxes                                         --          (360)
Changes in assets and liabilities:
        Accounts receivable, trade                                (4,221)       (1,158)
        Income taxes receivable                                    2,259            --
        Prepaid expenses and other current assets                 (1,323)          583
        Accounts payable and accrued expenses                      1,964         1,638
        Income taxes payable                                          --         1,281
        Deferred revenue                                           1,077         1,660
        Accrued rent                                                 (77)           78
        Other long-term assets                                       517            --
        Other current and long-term liabilities                       22            (1)
                                                                --------      --------

        Total adjustments                                          2,500         5,632
                                                                --------      --------

                  Net cash provided by operating activities        6,484         8,524
                                                                --------      --------
Cash flows from investing activities:
        Additions to fixed assets, net of acquired amounts        (6,120)       (6,068)
        Proceeds from disposal of fixed assets                        15            66
        Increase in deferred charges                                (275)         (532)
        Increase in other assets                                    (400)         (178)
        Payments for acquisitions                                   (587)         (508)
                                                                --------      --------
                  Net cash used for investing activities          (7,367)       (7,220)
                                                                --------      --------
Cash flows from financing activities:
        Proceeds from issuance of common stock                     4,207         2,015
        Purchase of treasury stock                                    --        (1,133)
        Principal payments of long term debt and
          obligations under capital leases                          (517)          (41)
                                                                --------      --------
                  Net cash provided by financing activities        3,690           841
                                                                --------      --------
Net increase in cash and cash equivalents                          2,807         2,145

Cash and cash equivalents, beginning of period                    20,439        25,384
                                                                --------      --------

Cash and cash equivalents, end of period                        $ 23,246      $ 27,529
                                                                ========      ========
Non-cash financing activities:
        Tax benefit related to stock option exercises           $  2,406      $  1,234
                                                                ========      ========
Supplemental cash flow information:
      Cash payments for interest                                $     43      $     26
                                                                ========      ========
      Cash payments for income taxes                            $    591      $    966
                                                                ========      ========

</TABLE>



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




                                       5
<PAGE>   6


     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 worklife consulting throughout the United States.

     The Company operates its family centers under various types of
     arrangements, which generally can be classified in two forms: (i) the
     corporate-sponsored model, where the Company operates a family center on
     the premises of a corporate sponsor and gives priority enrollment to the
     corporate sponsor's employees and (ii) the management contract model, where
     the Company manages a work-site family center under a cost-plus
     arrangement, typically for a single employer. The Company receives tuition
     revenue from parents, and management fees and operating subsidies from
     corporate sponsors for its childcare services.

     BUSINESS COMBINATION AND 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, 1998, 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, 1999, the
     results of its operations for the three and six month periods ended June
     30, 1999 and 1998, and its cash flows for the six month periods ended June
     31, 1999 and 1998, 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.

     NEW PRONOUNCEMENTS - In January 1999 the Company adopted the provisions of
     Statement of Position 98-5, "Reporting on the Costs of Start-up Activities"
     ("SOP 98-5"), issued by the Accounting Standards Executive Committee of the
     American Institute of Certified Public Accountants. SOP 98-5 requires the
     costs of start-up activities and organization costs, as defined, to be
     expensed as incurred. The adoption did not have a material impact on the
     Company's results of operation, financial condition or cash flow.



                                       6

<PAGE>   7

     2. Other Charges

     In connection with the Merger, the Company recognized a charge of $7.5
     million ($5.4 million after tax) in the three month period ended September
     30, 1998, which included transaction costs of $2.8 million, non cash asset
     impairment charges of $1.3 million, severance costs of $0.5 million and one
     time incremental integration costs directly related to the Merger totaling
     $2.9 million. At June 30, 1999, $1.4 million of these costs are included in
     accrued expenses in the accompanying consolidated balance sheet. The
     Company expects the majority of the accrued liability associated with the
     charge to be paid by September 30, 1999.

     3.  Earnings Per Share

     Earnings per share has been calculated in accordance with Statement of
     Financial Accounting Standards No. 128 "Earnings per Share", ("SFAS 128"),
     which established standards for computing and presenting 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. Common equivalent shares include stock options, warrants
     and preferred stock, and are determined using the modified treasury stock
     method. For the three and six month periods ended June 30, 1999 and 1998,
     the Company had no warrants or preferred stock outstanding.

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

<TABLE>
<CAPTION>

                                                                        Three months Ended June 30, 1999
                                                       ---------------------------------------------------------------
                                                          Earnings                    Shares              Per Share
                                                         (Numerator)               (Denominator)            Amount
                                                         -----------               -------------            ------
     <S>                                                 <C>                        <C>                    <C>

     Basic earnings per share:
     Income available to common stockholders             $ 2,079,000                12,095,000             $   0.17
                                                                                                           ========
     Effect of dilutive securities:
         Stock options                                        --                       658,000
                                                         -----------              ------------
     Diluted earnings per share                          $ 2,079,000                12,753,000             $   0.16
                                                         ===========              ============             ========
<CAPTION>

                                                                        Three months Ended June 30, 1998
                                                       ---------------------------------------------------------------
                                                          Earnings                    Shares              Per Share
                                                         (Numerator)               (Denominator)            Amount
                                                         -----------               -------------            ------
     <S>                                                 <C>                        <C>                    <C>

     Basic earnings per share:
     Income available to common stockholders             $ 1,517,000                11,148,000             $   0.14
                                                                                                           ========

     Effect of dilutive securities:
         Stock options                                        --                     1,364,000
                                                         -----------              ------------
     Diluted earnings per share                          $ 1,517,000                12,512,000             $   0.12
                                                         ===========              ============             ========

</TABLE>



                                       7
<PAGE>   8

<TABLE>
<CAPTION>
                                                                       Six months Ended June 30, 1999
                                                       ----------------------------------------------------------
                                                          Earnings                Shares              Per Share
                                                         (Numerator)           (Denominator)            Amount
                                                         -----------           -------------            ------
     <S>                                                 <C>                   <C>                    <C>
     Basic earnings per share:
     Income available to common stockholders             $ 3,984,000            11,942,000             $   0.33
                                                                                                       ========

     Effect of dilutive securities:
         Stock options                                        --                   803,000
                                                         -----------           -----------
     Diluted earnings per share                          $ 3,984,000            12,745,000             $   0.31
                                                         ===========           ===========             ========

<CAPTION>

                                                                       Six months Ended June 30, 1998
                                                      ----------------------------------------------------------
                                                          Earnings                Shares              Per Share
                                                         (Numerator)           (Denominator)            Amount
                                                         -----------           -------------            ------
     <S>                                                 <C>                   <C>                    <C>
     Basic earnings per share:
     Income available to common stockholders             $ 2,892,000            11,044,000             $   0.26
                                                                                                       ========
     Effect of dilutive securities:
         Stock options                                        --                 1,378,000
                                                         -----------           -----------
     Diluted earnings per share                          $ 2,892,000            12,422,000             $   0.23
                                                         ===========           ===========             ========
</TABLE>

4.     Subsequent Events

On July 20, 1999, the Company's Board of Directors approved a share repurchase
plan that allows the Company to repurchase up to 500,000 shares of its common
stock in the open market or through privately negotiated transactions. Shares
repurchased will be available for reissue under the Company's stock incentive
plan.




                                       8
<PAGE>   9



  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, 1998
     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 childcare, early education and strategic worklife consulting,
     operating 285 family centers at June 30, 1999. The Company has the capacity
     to serve more than 35,000 families in 35 states and the District of
     Columbia. The Company has partnerships with many of the nation's leading
     employers, including 68 Fortune 500 companies. Working Mother's 1998 list
     of the "100 Best Companies for Working Mothers" includes 44 clients of the
     Company. The Company's historical revenue growth has been primarily due to
     the addition of new family centers as well as increased enrollment at
     existing family centers. The Company reports its operating results on a
     calendar year basis.

     The Company's business is subject to seasonal and quarterly fluctuations.
     The Company's experience has been that the demand for child development
     services decreases 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 rest of the year. The Company's results of operations may also
     fluctuate from quarter to quarter as a result of, among other things, the
     performance of existing centers, 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
     sponsorship model mix of new and existing centers, the timing and level of
     sponsorship payments, competitive factors and general economic conditions.



                                       9

<PAGE>   10

     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 ending June 30,
     1999 and 1998:

<TABLE>
<CAPTION>
                                          Three Months Ended     Six Months Ended
                                               June 30,              June 30,
                                           1999       1998       1999       1998

   <S>                                     <C>        <C>        <C>        <C>
   Net revenues                            100.0%     100.0%     100.0%     100.0%
   Cost of services                         85.5       86.0       85.6       86.0
                                           -----      -----      -----      -----
      Gross profit                          14.5       14.0       14.4       14.0
   Selling, general & administrative         8.6        9.2        8.7        9.2
   Amortization                              0.3        0.5        0.4        0.5
                                           -----      -----      -----      -----
      Income from operations                 5.6        4.3        5.3        4.3
   Interest income                           0.2        0.6        0.3        0.6
                                           -----      -----      -----      -----
   Income before income taxes                5.8        4.9        5.6        4.9
   Income tax provisions                     2.4        2.0        2.3        2.0
                                           -----      -----      -----      -----
   Net income                                3.4%       2.9%       3.3%       2.9%
                                           =====      =====      =====      =====
</TABLE>


     Three and Six Months Ended June 30, 1999 Compared to the Three and Six
     Months Ended June 30, 1998

     Net Revenues. Net revenues increased $8.7 million, or 16.5%, to $61.0
     million for the three months ended June 30, 1999 from $52.3 million for the
     three months ended June 30, 1998. Net revenues increased $18.2 million, or
     18.0%, to $119.4 million for the six months ended June 30, 1999 from $101.2
     million for the six months ended June 30, 1998. The growth in revenues is
     attributable to the net addition of 23 child development centers since June
     30, 1998, enrollment increases in the Company's newer family centers, and
     tuition increases at existing centers of approximately 3% to 4%.

     Gross Profit. Cost of services consists of center operating expenses,
     including payroll and benefits for center personnel, facilities costs
     including depreciation, supplies and other expenses incurred at the center
     level. Gross profit increased $1.6 million, or 21.0%, to $8.9 million for
     the three months ended June 30, 1999 from $7.3 million for the three months
     ended June 30, 1998. As a percentage of net revenues, gross profit
     increased to 14.5% for the three months ended June 30, 1999 compared to
     14.0% for the same period in 1998. Gross profit increased $3.0 million, or
     21.6%, to $17.2 million for the six months ended June 30, 1999 from $14.2
     million for the six months ended June 30, 1998. As a percentage of net
     revenues, gross profit was 14.4% for the six months ended June 30, 1999,
     compared to 14.0% for the same period in 1998.

     The Company showed an increase in gross profit margin for the three and six
     month periods ending June 30, 1999 compared to the same periods in 1998 as
     a result of a greater proportion of centers achieving mature operating
     levels, strong enrollment in



                                       10

<PAGE>   11


     newer family centers and proportionately lower operating costs in certain
     family centers arising from operating efficiency measures. Lastly, since
     June 30, 1998 thirteen family centers have been closed or transitioned to
     other service providers. The closing and transition of underperforming
     centers also contributed to the improvement in gross margin.

     Selling, General and Administrative Expenses. Selling, general and
     administrative expenses consist of regional and district management
     personnel, corporate management and administrative functions, and marketing
     and development expenses for new and existing centers. Selling, general and
     administrative expenses increased $465,000, or 9.7%, to $5.3 million for
     the three months ended June 30, 1999 from $4.8 million for the three months
     ended June 30, 1998. As a percentage of net revenues, selling, general and
     administrative expenses decreased to 8.6% for the three months ended June
     30, 1999 from 9.2% for the same 1998 period. Selling, general and
     administrative expenses increased $1.0 million, or 11.1%, to $10.4 million
     for the six months ended June 30, 1999 from $9.4 million for the six months
     ended June 30, 1998. As a percentage of net revenues, selling, general and
     administrative expenses decreased to 8.7% for the six months ended June 30,
     1999 from 9.2% for the six months ended June 30, 1998.

     The decrease in selling and general administrative expenses as a percentage
     of revenue during the first six months of this year is primarily
     attributable to a larger revenue base and increased efficiencies. The
     dollar increase is primarily attributable to investments in regional
     management, sales personnel, and communications personnel necessary to
     support long term growth.

     Income from Operations. Income from operations increased 51.8%, or $1.2
     million, to $3.4 million for the three months ended June 30, 1999 from $2.2
     million for the three months ended June 30, 1998. Income from operations
     increased 49.3%, or $2.1 million, to $6.4 million for the six months ended
     June 30, 1999 from $4.3 million for the six months ended June 30, 1998.

     Net Interest Income. Net interest income of $145,000 for the three months
     ended June 30, 1999 decreased $193,000 from $338,000 of net interest income
     for the three months ended June 30, 1998. Net interest income of $356,000
     for the six months ended June 30, 1999 decreased $262,000 from $618,000 of
     net interest income for the six months ended June 30, 1998. The decrease in
     net interest income is attributable to lower levels of invested cash.

     Income Taxes Provision. The Company's effective income tax rate was
     approximately 41% for the three months and six month periods ended June 30,
     1999 and 1998.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary cash requirements are the ongoing operations of its
     existing family centers and the addition of new family centers through
     development or acquisition. The Company's primary source of liquidity has
     been from cash provided




                                       11
<PAGE>   12

     by operating activities. The Company had working capital of $16.9 and $12.0
     as of June 30, 1999 and December 31, 1998, respectively.

     Cash provided from operations totalled $6.5 million for the six months
     ended June 30, 1999, compared to $8.5 million for the six months ended June
     30, 1998. This $2.0 million decrease was principally due to higher accounts
     receivable arising from increased revenues, amounts recoverable from
     clients for start-up expenses associated with new centers, and the timing
     of collections.

     Cash used in investing activities increased to $7.4 million for the six
     months ended June 30, 1999, from $7.2 million for the six months ended June
     30, 1998. Of the $6.1 million of fixed asset additions for the six months
     ended June 30, 1999, approximately $3.8 million relates to new family
     centers, with the remaining balance being used primarily for the
     refurbishment and expansion of existing family centers. Management expects
     the current level of center related fixed asset spending to increase
     slightly for the remainder of 1999.

     Cash provided by financing activities increased to $3.7 million for the six
     months ended June 30, 1999, from $841,000 for the six months ended June 30,
     1998. During the six months ended June 30, 1999, the Company received $4.2
     million in net proceeds from the issuance of common stock, as compared to
     $2.0 million in the same period in 1998. In the six months ended June 30,
     1999, the Company repaid debt of $500,000, including the retirement of an
     outstanding mortgage. In the six month period ended June 30, 1998, the
     Company used $1.1 million to repurchase shares of its Common Stock which
     were subsequently reissued to fulfill warrant and stock option exercises.

     On July 20, 1999, the Board of Directors approved the repurchase of up to
     500,000 shares of the Company's common stock. Share repurchases under the
     stock repurchase program will be made from time to time with the Company's
     cash in accordance with applicable securities regulations in open market or
     privately negotiated transactions. The actual number of shares purchased
     and cash used, the timing of purchases and the prices paid will depend on
     future market conditions.

     Management believes that funds provided by operations, the Company's
     existing cash and cash equivalent balances and borrowings available under
     the revolving lines of credit will be adequate to meet planned operating
     and capital expenditure needs for at least the next 18 months. However, if
     the Company were to make any significant acquisitions or make significant
     investments in facilities for new or existing centers for corporate
     sponsors, 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.



                                       12

<PAGE>   13


     YEAR 2000 CONVERSION

     The term "Year 2000 issue" refers to the necessity of converting computer
     information systems so that such systems recognize more than two digits to
     identify a year in any given date field and are thereby able to
     differentiate between years in the twentieth and twenty-first centuries
     ending with the same two digits (e.g. 1900 and 2000). The Company has and
     will continue to coordinate the identification, evaluation, and
     implementation of changes to computer systems and applications necessary to
     achieve a Year 2000 date conversion with no effect on or disruption to its
     business operations. The Company is also evaluating non-system issues
     relative to the Year 2000 and beyond.

     The Company has communicated with suppliers, customers, financial
     institutions and others with which it does business to coordinate Year 2000
     conversion and will continue to monitor their progress to assess the
     potential impact in the event of non-compliance. The Company believes the
     potential failure of third parties' systems will not have a material
     adverse impact on the Company's operations, cash flows or financial
     condition.

     The Company completed several projects as part of planned upgrades or
     replacements and not as part of the Company's Year 2000 conversion. The
     Company believes that the implementation of these projects had the effect
     of making a majority of the Company's hardware and information systems Year
     2000 compliant.

     During the six months ended June 30, 1999, as part of normal upgrades and
     replacements, the Company spent approximately $950,000 to upgrade
     information technology. The Company anticipates that it will make
     additional capital expenditures of approximately $200,000 to $400,000 to
     upgrade its hardware and information systems in 1999. The upgrades planned
     for 1999 are part of planned upgrades or replacements done in the normal
     course of business and not as part of the Company's Year 2000 conversion.
     The projected costs for 1999 are based upon management's best estimates,
     which were derived utilizing numerous assumptions of future events. There
     can be no guarantee, however, that these cost estimates will be achieved,
     and actual results could differ materially. The Company believes that the
     Company's past efforts, in conjunction with the planned upgrades and
     replacements in 1999, will substantially make its hardware and information
     systems Year 2000 compliant.

     As part of its Year 2000 preparations, the Company has identified its most
     reasonably likely worst case scenario as the replacement of hardware,
     software and equipment that are not Year 2000 compliant. Notwithstanding
     the foregoing, management does not currently believe that the costs of
     assessment, remediation or replacement of the Company's systems will have a
     material adverse effect on the Company's operations, cash flows or
     financial condition.



                                       13

<PAGE>   14


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 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,
     1998.





                                       14

<PAGE>   15


  PART II - OTHER INFORMATION

     ITEM 1.  Legal Proceedings:

     Not Applicable

     ITEM 2.  Changes in Securities and Use of Proceeds

     None

     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 May 20, 1999. At the
     annual meeting, the stockholders of the Company voted to elect four Class I
     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:

<TABLE>
<CAPTION>

                    Nominee                      For              Against/Withheld

               <S>                            <C>                 <C>
               JoAnne Brandes                 11,001,083             35,000
               Joshua Bekenstein              11,036,083             - 0 -
               Roger H. Brown                 11,036,083             - 0 -
               Robert D. Lurie                11,036,083             - 0 -

</TABLE>

     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:

<TABLE>
<CAPTION>

                        Name                                  Term Expires
               <S>                                            <C>
               E. Townes Duncan                                  2000
               Sara Lawrence-Lightfoot                           2000
               Marguerite W. Sallee                              2000
               William H. Donaldson                              2001
               Fred K. Foulkes                                   2001
               Linda A. Mason                                    2001
               Ian M. Rolland                                    2001
</TABLE>


     At the annual meeting, the stockholders of the Company also voted to
     approve the 1998 Stock Incentive Plan, as amended. 9,450,359 shares were
     voted for approval, 1,568,385 shares were voted against approval, and
     17,339 shares abstained.




                                       15
<PAGE>   16


     ITEM 5. Other information:

     Not Applicable

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

             (a) Exhibits:

                 Exhibit 27 (for SEC use only)

             (b) Reports on Form 8-K.

                    1)   The Company filed a Current Report on Form 8-K on July
                         22, 1999, relating to the approval of a stock
                         repurchase plan by the board of directors on July 20,
                         1999.









                                       16
<PAGE>   17


                                    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 12, 1999


                                 BRIGHT HORIZONS FAMILY SOLUTIONS, INC.




                                      By: /s/ Elizabeth Boland
                                         --------------------------------------
                                         Elizabeth Boland
                                         Chief Financial Officer
                                         (Duly Authorized Officer and Principal
                                         Financial and Accounting Officer)




                                       17
<PAGE>   18



                                  EXHIBIT INDEX



27                Financial Data Schedule (for Commission use only)








                                       18