Mail Stop 0309	November 9, 2004

Mr. Joshua S. Boger
Chief Executive Officer
Vertex Pharmaceuticals Incorporated
130 Waverly Street
Cambridge, Massachusetts 02139-4242

Re:  	Vertex Pharmaceuticals Incorporated
Registration Statement on Form S-3 filed October 28, 2004
File No. 333-120055

Dear Mr. Boger:

	We have limited our review of the above referenced filing to only
the matters addressed herein.  Please understand that the purpose of
our review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in
these respects.  We welcome any questions you may have about our
comments or on any other aspect of our review.  Feel free to call us
at the telephone numbers listed at the end of this letter.
1. Please tell us whether UBS Securities LLC is a broker-dealer or an
affiliate of a broker-dealer.  If UBS Securities LLC is a broker-
dealer or affiliate of a broker-dealer, tell us supplementally whether
they received these shares as underwriting compensation.  We may have
additional comments.  Please be advised that we consider the resale of
securities by broker-dealers to be an indirect primary offering.  In
that regard, the prospectus must state that such broker-dealer is an
underwriter.
2. Please confirm to us and also revise your disclosure to state that
you will file a post-effective amendment to identify any additional
selling securityholders.
3. Please note that in order to substitute new names for the names of
selling securityholders identified in an effective registration
statement you can file a Rule 424(b) prospectus only if the change is
not material, the number of securities or dollar amount registered
does not change, and the new owners` securities can be traced to those
covered by the original registration statement.  A change that does
not meet these requirements must be made by a post-effective
amendment.  In addition, you must either file a prospectus supplement
or a post-effective amendment, as applicable, to substitute new names
except for certain donees in the circumstances described in our
telephone interpretation H.3 (see 1997 manual of telephone
interpretations).  Please confirm to us that you will comply with
these requirements.  In addition, in that regard we refer to your
statement on page 38 that, "Selling holders, including their
transferees, pledgees or their successors, may from time to time offer
and sell any or all of the notes and the common stock into which the
notes are convertible pursuant to this prospectus."  Please revise
your disclosure to indicate that you may need to amend this
registration statement to substitute new names.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in connection with our review of your filing or
in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

	Please direct any questions to Sonia Barros at (202) 824-5304 or
Suzanne Hayes at (202) 942-1789.

         	               					Sincerely,



                 	          					Jeffrey Riedler
                           					Assistant Director


cc:	Michael L. Fantozzi, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC
One Financial Center
Boston, MA 02111


Mr. Joshua S. Boger
November 9, 2004
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