UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 15, 2008

VERTEX PHARMACEUTICALS INCORPORATED

(Exact name of registrant as specified in its charter)

130 Waverly Street

Cambridge, Massachusetts  02139

(Address of principal executive offices) (Zip Code)

(617) 444-6100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

On May 15, 2008, at our 2008 annual meeting of stockholders, our stockholders approved:

·                  an amendment to our Articles of Organization increasing the number of authorized shares of our common stock from 200,000,000 to 300,000,000;

·                  an amendment to our 2006 Stock and Option Plan, or 2006 Plan, increasing the number of shares of our common stock available for grant under the 2006 Plan by 6,600,000 shares; and

·                  an amendment to our Employee Stock Purchase Plan, increasing the number of shares of our common stock available for grant under our Employee Stock Purchase Plan by 2,000,000 shares.

A copy of the form of amendment to our Articles of Organization that will be filed with The Commonwealth of Massachusetts is filed as Exhibit 3.1 to this current report on Form 8-K and is incorporated herein by reference.

Effective May 15, 2008, the 2006 Plan also was amended to provide (i) that no options to purchase our common stock can be issued under the 2006 Plan with an exercise price less than the fair market value on the date of grant, with fair market value determined as provided in the 2006 Plan and (ii) that on or after May 15, 2008 only 20% of shares available—including shares that become available through the cancellation of outstanding options or through the repurchase of restricted stock at cost—may be granted as any type of award other than a stock option award.  In addition, the options to purchase 536,625 shares of common stock at an exercise price of $18.93 per share that were issued to our executive officers as contingent stock options on February 7, 2008 were approved.

Item 1.02  Termination of a Material Definitive Agreement.

On May 15, 2008, our 2007 New Hire Stock and Option Plan was terminated.  No equity awards were made pursuant to the 2007 New Hire Stock and Option Plan.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

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SIGNATURES

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 hereunto duly authorized.

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Exhibit 3.1

(1) Exact name of corporation: Vertex Pharmaceuticals Incorporated

(2) Registered office address: 130 Waverly Street, Cambridge, Massachusetts 02139

(number, street, city or town, state, zip code)

(3) These articles of amendment affect article(s): 3

(specify the number(s) of article(s) being amended (I-VI))

(4) Date adopted: May 15, 2008

(month, day, year)

(5) Approved by:

(check appropriate box)

o    the incorporators.

o    the board of directors without shareholder approval and shareholder approval was not required.

x   the board of directors and the shareholders in the manner required by law and the articles of organization.

(6) State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing  the exchange, reclassification or cancellation of issued shares.

VOTED:    To Increase the number of shares of Common Stock, $.01 par value per share, that the Corporation shall have authorized to issue from 200,000,000 shares to 300,00,000 shares; and that ARTICLE 3 of the Corporation’s Restated Articles of Organization be, and hereby is, amended to read as follows:

3.     The total number of shares and the par value, if any, of each class of stock that the Corporation shall be authorized to issue is as follows; 1,000,000 shares of Preferred Stock, $.01 par value per share, and 300,000,000 shares of Common Stock, $.01 par value per share.

To change the number of shares and the par value, * if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

Total authorized after amendment:

(7) The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:

*G.L. Chapter 156D eliminate the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.

o            Chairman of the board of directors,

x     President,

o            Other officer,

o            Court-appointed fiduciary,

on this 15th day of May, 2008.

COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin

Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth