SecProbe.io

Mail Stop 6010
  August 21, 2007

Joshua S. Boger, Ph.D.
Chief Executive Officer Vertex Pharmaceuticals Incorporated 130 Waverly Street Cambridge, Massachusetts 02139
Re: Vertex Pharmaceuticals Incorporated  Definitive Proxy Statement
Filed April 12, 2007
 File No. 000-19319
 Dear Dr. Boger:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone  number listed at the end of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.   If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Vertex Pharmaceuticals Incorporated
August 21, 2007 Page 2   Compensation Discussion and Analysis, page 11

 1. We see from your Summary Compensation Table that in 2006 your Chief
Executive Officer received option awards that were significantly more valuable than those received by your other Na med Executive Officers.  Given this
disparity, please include a more detailed discussion and analysis of how and why
the awards granted to your Chief Executive Officer differed from the awards granted to the other named executive officers.   If policies or d ecisions relating to a
named executive officer are materially differe nt than those applicable to the other
officers, this should be discussed on an individualized basis.  Refer to
Section II.B.1 of Commi ssion Release No. 33-8732A.

Role of Compensation Consultant, page 12

2. With respect to the engagement of He witt Associates, please provide the full
disclosure required by Item 407(e)(3)( iii) of Regulation S-K including a
description of the nature a nd scope of the consultant's assignment or the material
elements of the instructions or directions  given to the consultant with respect to
the performance of its duties under the engagement.

Elements of Compensation, page 12

3. Given that the management developm ent and compensation committee used a
"tally sheet" of all components of the named executive officers' compensation in
reviewing and establishing each named executive officer's compensation for 2006, please include disclosure addressing th e extent to which the information in
the tally sheet comprised information in  addition to or different from the
information presented in your Summar y Compensation Table and how and why
the MDCC found the tally sheet useful in determining the various elements of compensation for the named executive officers.  The MDCC’s analysis of the tally sheet and how it resulted in specific awards should be described in complete
detail.

Performance-Based Elements of Compensation..., page 15

4. You disclose that the amount of the annua l cash bonus and equity awards awarded
to each named executive are determined on the basis of annual company performance goals.  Although we note that  you have described these goals as
"very ambitious" and "very unlikely" to achieve, please expand your disclose to
provide a specific quantitative or qualit ative discussion of the actual company-
wide goals to be achieved in order for named executive officers to earn their
respective annual cash bonus and equity awards.  Pleas e disclose the specific
company-wide goals that were required in  order for the executive officers to earn

Vertex Pharmaceuticals Incorporated
August 21, 2007 Page 3
their respective annual cash bonus and equity awards.  To the extent you believe
that disclosure of the information would result in competitive harm such that the information could be excluded under Instruct ion 4 to Item 402(b), please provide
us with a detailed explana tion supporting your conclusion.   To the extent that it is
appropriate to omit specific targets or pe rformance objectives, you are required to
provide appropriate disclosure pursuant to Instruction 4 to Item 402(b) of
Regulation S-K.  Refer also to Questi on 3.04 of the Item 402 of Regulation S-K
Interpretations available on our website at www.sec.gov
.  In discussing how
difficult or likely it will be for the registra nt to achieve the target levels or other
factors, you should provide as much deta il as necessary without disclosing
information that poses a reasonable risk of competitive harm.
 5. Your disclosure indicates that the annu al cash bonuses and equity awards are
determined, in part, on the basis of ex ecutive performance.  Please expand your
Compensation Discussion and Analysis to provide a more specific discussion and
analysis of how the applicable elemen ts of your compensation packages are
structured and implemented to reflect your named executive officer's individual
performance.  Describe the elements of individual performance that are taken into
account in determining the various forms of compensation.  Refer to
Item 402(b)(2)(vii) of Regulation S-K.
 6. You disclose that your board conducts a year-end evaluati on of performance
against the pre-determined goals and assi gns a company-wide performance rating.
Please describe in more detail how your rating system is designed, including, for example, the various levels that can be  achieved, and discuss and analyze how the
board determined that your rating for 2006 was "leading."
 7. Your disclosure indicates that you set individual performance goals for each
executive, and company-wide performance goals, at or near the beginning of each calendar year.  Please expand your Comp ensation Discussion and Analysis to
include a discussion of the goals you have set for the current year and provide an
analysis of how such goals will affect th e calculation of amounts awarded to your
named executive officers under the various  elements of your compensation
program.  Refer to the text of Secu rities Act Release 33-8732A marked by
footnote 86.

Cash Bonus Awards to Named Executive Officers for 2006 Performance, page 17

8. Your disclosure indicates that the range of performance factors for executives is
from 0% to 150%, and, that in January 2007, your board determined that the company performance factor for execu tives under the annual cash bonus program
for 2006 should be 140%.  Please discuss and analyze how the board determined where to set the performan ce factor within the range and how it determined that

Vertex Pharmaceuticals Incorporated
August 21, 2007 Page 4
140% was appropriate for 2006.  In this regard we note your earlier disclosure
indicating that your rating for 2006 was "leading" which is the highest level
achievable under your rating system.  Pleas e discuss and analyze the factors that
the board considered in reducing the comp any performance factor to 140%, out of
a possible 150%, given that the highest le vel under the performance rating system
was achieved in 2006.

Annual Equity Awards, page 17

9. You disclose that all restricted stoc k awards made under your annual program
vest on the fourth anniversar y of the grant date, subject to accelerated vesting for
certain performance based factors wh ich you consider to  be confidential
information.  Please disclose the specific pr ice target and related target index that
factor into the accelerated vesting of the awards.  To the extent you believe that
disclosure of the information would result in competitive harm such that the information could be excluded under Instruct ion 4 to Item 402(b), please provide
us with a detailed explana tion supporting your conclusion.   To the extent that it is
appropriate to omit specific targets or pe rformance objectives, you are required to
provide appropriate disclosure pursuant to Instruction 4 to Item 402(b) of
Regulation S-K.  Refer also to Questi on 3.04 of the Item 402 of Regulation S-K
Interpretations available on our website at www.sec.gov
.  In discussing how
difficult or likely it will be for the registra nt to achieve the target levels or other
factors, you should provide as much deta il as necessary without disclosing
information that poses a reasonable risk of competitive harm.
 10. Given that you generally target approx imately the median of the comparator
group in determining the number of sh ares underlying each stock option award
and restricted stock grant, please specify how these elements of your
compensation packages related to the da ta you analyzed from the comparator
companies and include a discussion of wh ere your actual stock option awards and
restricted stock grants actually fell in re lation to the companies in the comparator
group.  Also include the supplemental gran ts of equity compensation described on
page 20 in your analysis.  For example,  indicate whether the aggregate of the
stock options and restricted stock awards  described in the tables on page 19 and
the supplemental grants described on  page 20 put this element of your
compensation package below, at or above the median as compared to the similar
grants made by your comparator group.  If the aggregate of such grants were significantly above or below the median, please provide discussion and analysis as to why you departed from your general st rategy of targeting such grants at the
median of your comparator group.

Vertex Pharmaceuticals Incorporated
August 21, 2007 Page 5   Employment Contracts and Change of Control Arrangements, page 30

 11. You disclose that the various severan ce payments are payable to your named
executive officers upon termination "wit hout cause" or for "good reason" and
before and after a "change of control."  Please briefly indicate the definitions of
these terms.  In your discussion of the definition of "change of control," please indicate the basis for selecting particular events as triggering payments.  Refer to
Item 402(b)(2)(xi) of Regulation S-K.
 12. We note that the employment contracts a nd change-in-control agreements with
each of the named executive officers contain terms that vary with respect to the
amount of severance payments, provisions  for accelerated equity award vesting,
continuation of benefits and other terms.   Please discuss and analyze how these
varying terms were negotiated and how a nd why the most significant terms were
agreed to by the company and why ther e was material variation among the terms
agreed to with the different named executive officers.
 Approval of Related Person Transactions and Transactions with Related Persons, page 38

 13. Provide the information required by Item 404( b) of Regulation S-K.  For example,
describe your policies and procedures for the review, approval, or ratification of
any transaction required to be reported under Item 404(a), including, to the extent
applicable, the material features  described in Item 404(b)(1).

*  *  *  *  *
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

Vertex Pharmaceuticals Incorporated August 21, 2007 Page 6
• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3635 with any questions.

Sincerely,    Tim Buchmiller Senior Attorney