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  VERTEX PHARMACEUTICALS
  INCORPORATED

  130 WAVERLY STREET · CAMBRIDGE, MA 02139-4242

  TEL. 617.444.6100 • FAX
  617.444-6483

  http://www.vrtx.com

October 23, 2007

Delivered by EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 6010

Washington, DC 20549

  Attn:  Tim Buchmiller, Senior Attorney

  Re:

  Vertex
  Pharmaceuticals Incorporated

  Definitive
  Proxy Statement

  Filed
  April 12, 2007

  File No. 000-19319

Ladies and Gentlemen:

This letter is intended to
provide responses to comments from the staff of the Securities and Exchange
Commission (the “Commission”) to Vertex Pharmaceuticals Incorporated
(the “Company”) set forth in the staff’s letter to Dr. Joshua Boger,
dated August 21, 2007 (the “Comment Letter”), regarding the Company’s
Definitive Proxy Statement, which was filed with the Commission on April 12,
2007 (the “Proxy Statement”).

For convenient reference,
the Company has set forth below in italics each of the Staff’s comments set
forth in the Comment Letter and has keyed the Company’s responses to the
numbering of the comments and the headings used in the Comment Letter.

Compensation Discussion and
Analysis, page 11

Comment 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 Named 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
decisions relating to a named executive officer are materially different than
those applicable to the other officers, this should be discussed on an
individualized basis.  Refer to Section
II.B.1 of Commission Release No. 33-8732A.

Response 1.          The Company does not apply materially different policies in making equity
grants to its Chief Executive Officer and President compared to equity grants
to its other named executive officers.
The stock-based compensation expense set forth in the Summary
Compensation Table referenced in Comment 1, reflects the cumulative effect

of
awards received by each of the named executive officers during the four
preceding years and relates to a number of factors, including the changing
roles of these executive officers during the four-year period.  As noted in the tables on page 19 of the
Proxy Statement under the caption “Annual Equity Awards,” the Company’s Chief
Executive Officer and President did receive substantially larger equity awards
related to 2006 performance than the Company’s other named executive
officers.  This disparity resulted
nonetheless, from the application of the same principles and programs that
apply to all of the Company’s named executive officers.  These policies and programs are described in
the Compensation Discussion and Analysis, as well as in the narrative
accompanying the compensation tables. The basic underlying principle of all of
the Company’s programs is that they reflect both the level of responsibility of
the executive within the Company and the executive’s performance.  The disparity between the Chief Executive
Officer and President’s award and those of the other named executive officers
derives in this case from the difference in responsibility level of these
positions.  The Company anticipates in
future filings under the Exchange Act that, if there is a disparity in the size
of the equity awards granted to one or more of its executive officers, it will
disclose that this disparity is the result of the structure of the Company’s
executive team, the differing levels of responsibility assumed by the Company’s
executives and, where applicable, different levels of performance.

Role of Compensation Consultant,
page 12:

Comment 2.                               With respect to the engagement of Hewitt
Associates, please provide the full disclosure required by Item 407(e)(3)(iii)
of Regulation S-K  including a
description of the nature and 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.

Response 2:                              In its Proxy Statement, under the heading “Role of the
Compensation Consultant,” the Company disclosed that the MDCC has,
on occasion, engaged Hewitt Associates to provide certain services.  The MDCC engages Hewitt on an as-needed basis
to provide information and data helpful to the MDCC in fulfilling its responsibilities
with respect to executive compensation.
These duties vary from year to year.
Accordingly, the Company’s disclosure about Hewitt’s role for 2006
describes Hewitt’s assignments from the MDCC during that period only. There
were three such assignments, which each are described in the Proxy
Statement.  These three assignments were
to (1) consult with the MDCC regarding the Company’s approach to setting
executive base salary levels; (2) provide a list of possible comparator
companies using criteria established by the MDCC; and (3) collect and collate
proxy statement data about executive compensation at comparator companies.  Further information about the Company’s
criteria for choosing comparator companies and about the MDCC’s rationale for
changing the process for setting executive base salary levels, both of which
were informed by input from Hewitt, appears in the Compensation Discussion and
Analysis under the captions “Analysis of Compensation
Practices of Comparator Companies” and “Base Salary.”

                                                                                                In future filings under the Exchange Act, the Company will expand its
disclosure regarding the material elements of the MDCC’s instructions to its
compensation consultant in its discussion of the “Role of the
Compensation Consultant” and will

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include
cross-references to other captions where the MDCC’s use of the compensation
consultant’s work product is discussed.

Elements of Compensation, page 12:

Comment 3.                               Given
that the management development 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 the extent to which the information in the tally
sheet comprised information in addition to or different from the information
presented in your Summary 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.

Response 3:                              The tally sheet tool used by the MDCC contains categories of information
similar to that provided in the Summary Compensation Table and other tables set
forth in the Proxy Statement.  However,
because the tally sheets are used by the MDCC to make forward-looking
compensation decisions, different values are sometimes used in the tally sheets
than are used in the proxy statement tables.
In particular, the tally sheets use market prices for the Company’s
common stock that are more current than the prices used to calculate values for
the proxy statement tables.  For example,
detailed information about possible severance payouts is determined for the
tally sheets by assuming that any change-in-control termination would take
place at least three months in the future and that a buyer would pay a premium
over the market price of the Company’s common stock.  This permits the MDCC to anticipate the
potential payouts under these contract provisions, should they be triggered
during the year.

In general, the review of the tally sheets
does not “result in specific rewards.”
There is a formal action item on the MDCC’s agenda, when setting
compensation levels for the upcoming year, to make a determination, using the
tally sheets, among other resources, that the proposed aggregate compensation
for each executive is reasonable and not excessive.  Otherwise, the MDCC uses the tally sheets to
provide background information in considering action on one or more components
of pay. Each committee member uses the tally sheets as he or she determines
best when making compensation decisions.

The
Company anticipates that, in future filings under the Exchange Act, the Company
will include information in its disclosure regarding the content of the tally
sheets and the manner in which they are used.

Performance-Based
Elements of Compensation…, page 15:

Comment 4.                               You disclose that the amount of the annual 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 disclosure to provide a
specific quantitative or qualitative discussion of the actual company-wide
goals to be achieved in

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order for named executive officers to earn their
respective annual cash bonus and equity awards.
Please disclose the specific company-wide goals that were required in
order for the executive officers to earn 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 Instruction 4 to Item 402(b), please
provide us with a detailed explanation supporting your conclusion.  To the extent that it is appropriate to omit
specific targets or performance objectives, you are required to provide
appropriate disclosure pursuant to Instruction 4 to Item 402(b) of Regulation
S-K.  Refer also to Question 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 registrant to achieve the target levels or other factors, you should
provide as much detail as necessary without disclosing information that poses a
reasonable risk of competitive harm.

Response 4:                              The Company believes that disclosure of the specific annual company-wide
goals against which the Board of Directors measures performance would result in
competitive harm, and that such information can be excluded under Instruction 4
to Item 402(b).   As disclosed in the Proxy Statement on page
15, “key corporate performance factors for the year include achievement of
specific financial objectives, research productivity, development progression
with respect to both internal development efforts and collaborative
development, the pace and success of our internal growth, and other aspects of
company performance that we believe drive stockholder value.”  For each category of high level goals, as
characterized above, the Board and the Company agree on detailed, specific,
measurable subgoals that are integral to execution of the Company’s long-term
strategic plan.  For example, the Company’s
2006 performance goals included several goals addressing the advancement of the
Company’s lead drug candidate, telaprevir, including the initiation or
completion of specified clinical studies of the drug candidate, manufacture of
specific quantities of drug material by a specified date, completion of
research about specified potential markets for the drug candidate, and specific
goals relating to drug formulation and manufacturing processes.  The Company’s competitors could use this
information to alter the design and timing of their own development programs
and to assess the Company’s likelihood of success in achieving the Company’s
goals on a timeline competitive with their own timelines.  The majority of the Company’s performance
goals are confidential trade secrets, comprising commercial or financial
information about the Company.  While a
small subset of the performance goals are not confidential trade secrets, the
Company believes that disclosure of those goals alone would be misleading and
would give undue prominence to those goals that happen to fall outside the
disclosure exception for trade secrets.

                                                                                                The Company’s performance goals for any given year, which include both
long and short term goals, are designed to be aspirational and to reflect
superior achievement.  Thus, those
performance goals that do in fact overlap in type or character with the Company’s
financial and other public forecasts are usually more aggressive than the
quantifiable and qualitative expectations for the year that are communicated to
the Company’s investors.  The Company
believes disclosure of the Company’s performance goals, to the extent that they
are different from the Company’s stated expectations, is likely to confuse
investors.  The Company is also concerned
that, in some cases, the goals are stated in ways that characterize the Company’s
aspirations for efficacy or safety of a drug candidate, and that

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their
disclosure could be construed to violate FDA regulations governing statements
that can be made about drug candidates before market approval.

                                                                                                The Company also believes that if disclosure of its performance goals as
currently constituted were required, the Company would be forced to consider
changing its current performance management program, due to the competitive
risk of disclosing its goals.  This would
cause competitive harm of a different nature.
The Company believes that its current performance management tools are a
very effective means of aligning the management’s priorities and activities
with the Company’s long-range strategic plan.
The Company’s goals are appropriate and meaningful to a company at the
Company’s stage of development in the pharmaceutical industry.  The Company believes that “watering down” the
goals so that they are suitable for public disclosure would undermine the
program’s effectiveness and perhaps harm the Company’s execution of its plan.

                                                                                                Under these circumstances, the Company believes that it has provided as
much detail as possible without disclosing information that poses a reasonable
risk of competitive harm.  As described
above, the Company has provided a qualitative summary of the categories into
which the goals fall.  The Company also
provided more qualitative information about the goals with respect to 2006,
under the caption “Cash Bonus Awards to Named Executive Officers for 2006
Performance.”  In that discussion, the
Company describes a number of goals that were accomplished in 2006.  Specifically, the Company disclosed that “[w]e
met or exceeded a very high proportion of our annual goals for 2006 across all
significant aspects of our business, including advancement of our telaprevir
clinical development program to position that investigational compound to
initiate a Phase 3 clinical trial in 2007 and securing a key collaborative
relationship with Janssen Pharmaceutica for development and potential
commercialization of telaprevir; achievement of key development milestones for
earlier stage compounds, including the completion of a Phase 2 clinical trial
for VX-702 and a Phase 1 clinical trial for VX-770, and the advancement of
VX-680 into a pivotal Phase 2 clinical trial; and accomplishment of certain
financial objectives, including the completion of a $330 million common stock
offering and reduction of our outstanding con