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                                                                                                                                                                                                VERTEX
PHARMACEUTICALS INCORPORATED

                                                                                                                                                                                                                                                                                                                                                130
WAVERLY STREET ·
CAMBRIDGE, MA 02139-4242

                                                                                                                                                                                                                                                                                                                                                TEL.
617.444.6100 ·
FAX 617.444-7117

                                                                                                                                                                                                                                                                                                                                                http://www.vrtx.com

February 28, 2008

Delivered by EDGAR

Securities and Exchange Commission

Division of Corporate 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 a response to
comments from the staff of the Securities and Exchange Commission (the “Commission”)
directed to Vertex Pharmaceuticals Incorporated (the “Company”), as set
forth in the staff’s letter to Mr. Kenneth S.  Boger, dated January 16, 2008 (the “Second
Comment Letter”).  The Second
Comment Letter was itself a response to the Company’s letter dated October 23,
2007, submitted in response to the staff’s letter to Dr. Joshua Boger
dated August 21, 2007”, 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 Second Comment Letter and has keyed the Company’s responses to the
numbering of the comments and the headings used in the Second Comment Letter.

Comment 1:                              We note
from the first paragraph of your response to prior comment 4, in the sentence
which begins “[f]or example,” you have provided additional detail regarding the
company-wide goals that were established in order for the named executive
officers to earn their respective annual cash bonus and equity awards.  Please confirm that, in addition to the
greater detail that you have undertaken to make with respect to the difficulty
of achieving the annual performance goals, your future filings, to the extent
applicable, will include at least as much detail as you have provided in the
portion of your response that we have noted and that you will provide all
information with respect to these goals that is material to your shareholders’
understanding of your compensation policies and decisions with respect to your
named executive officers.

Response 1:                              In addition to
the greater detail that the Company  has
undertaken to provide with respect to the difficulty of achieving annual
Company-wide performance goals, the Company will include in its future filings,
to the extent applicable, at least as much detail as was provided in the
portion of the response noted by the staff, and it will provide all information
with respect to the Company-wide performance goals that is material to the
Company’s shareholders’ understanding of the Company’s compensation policies
and decisions with respect to the named executive officers.

Comment 2:                              We note
your response to prior comment 7.  Please
confirm that you will include the disclosure in your future filings, as
applicable, that was requested by that comment to the extent that it could
affect a fair understanding of any of the named executive officer’s
compensation for the last fiscal year.
In addition, for each specific target that you believe you have a basis
to omit, please provide us with a more detailed analysis of how disclosure of
the specific quantitative or qualitative company-wide and individual
performance goals would result in competitive harm.  Disclosure in the proxy statement and your
response suggests that there may be a significant number of company-wide and
individual performance goals, yet your response only makes a brief competitive
harm argument as to those performance goals that you deem to be trade secrets
and does not provide a competitive harm argument as to the subset of
performance goals you do not consider to be confidential trade secrets.  Identify in a response letter to us the
specific company-wide and individual goals you consider to be trade secrets and
explain in detail how a competitor could either use such information to cause
you commercial harm or derive other information from such goals that could then
be used to negatively impact the company.
Provide a similar discussion for those goals you do not consider to be
confidential trade secrets, such as financial objectives and as noted on page 15
of your disclosure, “other aspects of company performance that [you] believe
drive stockholder value.”

Response 2:                              The Board of
Directors establishes performance goals at the beginning of each fiscal year,
and measures performance against those goals after the year has been
completed.  Goals in place for the current
year therefore are not applicable to the named executive officers’ compensation
for the last fiscal year, and disclosure of their content could not affect a
fair understanding of any of the named executive officers’ compensation based
on performance for the last fiscal year.
Accordingly, under the Company’s existing compensation policies and with
respect to compensation decisions made on account of prior years’ performance,
the Company does not expect that it will disclose current year performance goals.  The Company further confirms that if, in the
future, the current year performance goals do affect a fair understanding of
the prior year’s compensation decisions for the named executive officers, it
will perform the same competitive harm analysis and provide the same level of
detail and information that it has undertaken to provide with respect to the
last year’s performance goals in its responses to Comments 1 and 3 in the
Second Comment Letter.

Comment 3:                              We note
your responses to prior comments 5 and 7.
Item 402(b)(2)(vii) of Regulation S-K requires that a company
disclose, if material, how specific forms of compensation are

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                                                                                                structured
and implemented to reflect a named executive officer’s individual performance
and/or individual contribution.  As part
of this, a company must identify the elements of individual performance and/or
contribution that are taken into account.
As such, to the extent material, you need to describe each of the individual
performance goals that were in place for each named executive officer and how
each named executive officer actually performed relative to such individual
goals.  Please confirm you will do so in
future filings.

Response 3:                              The Board’s
evaluation of the named executive officers’ performance in 2007 did not take
specific individual goals into account.
The Company confirms that it will describe all information with respect
to the factors considered in assigning a performance rating for each named
executive officer for 2007 that is material to the Company’s shareholders’
understanding of its compensation policies and decisions with respect to the
named executive officers.  The Company
further confirms that, in the future, it will describe each of the individual
performance goals that were in place for each named executive officer and how
each named executive officer actually performed relative to such individual
goals, to the extent such goals were taken into account in making compensation
decisions and are material to the Company’s shareholders’ understanding of its
compensation policies and decisions with respect to the named executive
officers.

Comment 4:                              We note
your response to prior comment 9 and we disagree with your conclusion that
disclosure of the specific target prices in the proxy statement would not be
material to your shareholders’ understanding of the level of executive
compensation.  Please either confirm you
will disclose in future filings the specific target prices or provide us with
the competitive harm analysis requested in prior comment 9.

Response 4:                              Based on our
telephone conversation, the Company will disclose that the “Target Price”  that must be achieved in order to accelerate
the vesting of 50% of the PARS shares for all such grants made to date is at
least 50% higher than the fair market value of the Company’s common stock on
the date of grant.  The Company also will
clearly refer the Company’s shareholders to the section of the proxy statement
that addresses the Company’s equity granting practices, to make clear that the
Company’s practice has been to award PARS on the date of the Board’s first
regularly scheduled meeting of each fiscal year, in conjunction with the Board’s
review of the prior year’s performance.
The Company further will disclose the Target Price for PARS for which
the Target Price has been achieved.

Comment 5:                              We note
your response to prior comment 11.  While
we appreciate the concern that inclusion of the definitions of the referenced
legal terms in the proxy statement may potentially complicate your disclosure,
referring your shareholders to the applicable agreement with each named
executive officer for the meanings of such terms is not consistent with the
guidelines discussed in Section VI of Commission Release 33-8732A.  However, in light of your concerns, it would
appear appropriate to follow the guidelines in the Commission Release regarding
use of a glossary.  In future filings, please
include the meanings of the defined terms in a glossary or other section of
your document rather than referencing your shareholders to the agreements that
have been previously filed

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                                                                                                with
the Commission.  To mitigate your
concerns, consider including such glossary in a section other than your
compensation discussion and analysis, but clearly refer your shareholder to
that section.

Response 5:                              The Company
confirms that it will, in future filings, include the meanings of the defined
terms referenced in the staff’s prior comment 11 in a section of the proxy
statement, and clearly refer the Company’s shareholders to that section.

In addition, the Company
hereby confirms that in future filings, the Company will enhance its overall
disclosure by complying with the comments provided by the Commission in the
manner set forth in the responses above, subject in all cases, to any change
with respect to the policies, programs, agreements and other facts underlying
the Company’s disclosures.

Please contact me at
617-444-6417 in the event that you have any questions or concerns with respect
to this matter.  In the event that I am
not available, please contact my colleague, Valerie Andrews, at 617-444-6227.

  Very truly yours,

   /s/ Kenneth S. Boger

  Kenneth S. Boger

  Senior Vice President and
  General Counsel

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