VRTX

RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 156B, Section 74

This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
restated articles of organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 156B Section 114. Make check payable to the
Commonwealth of Massachusetts.

We, Joshua Boger , President
Richard H. Aldrich , Clerk of
Vertex Pharmaceuticals Incorporated
(Name of Corporation)
located at 40 Allston Street, Cambridge, Massachusetts 02139 do hereby certify
that the following restatement of the articles of organization of the
corporation was duly adopted at a meeting held on May 24 , 1991, by vote of

1,080,000 shares of common out of 2,702,500 shares outstanding,
(Class of Stock)
5,051,955 shares of Series A
Convertible Preferred Stock out of 5,279,227 shares
outstanding, and
(Class of Stock)
1,343,655 shares of Series B
Convertible Preferred Stock out of 1,404,000 shares
outstanding,
(Class of Stock)
*
being at least two-third of each class of stock outstanding and entitled to vote
and of each class or series of stock adversely affected thereby:

1. The name by which the corporation shall be known is:
Vertex Pharmaceuticals Incorporated

2. The purpose for which the corporation is formed are as follows:
To develop, manufacture, market, and sell pharmaceutical products.
To carry on any business or other activity which may be lawfully
carried on by a corporation organized under the Business Corporation
Law of the Commonwealth of Massachusetts whether or not related to
those referred to in the foregoing paragraph.

* 571,429 shares of Series C Convertible Preferred Stock out of 571,429 shares
outstanding Note: If the space provided under any article or item on this form
is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions to
more than one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.


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3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue is as follows:

Without Par Value With Par Value
Class of Stock Number of Shares Number of Shares Par Value
- -------------- ----------------- ---------------- ---------

Preferred None 1,000,000 $.01

Common None 25,000,000 $.01

*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting
powers, qualifications, special or relative rights or privileges as to
each class thereof and any series now established:

See Attached.


*5. The restrictions, if any, imposed by the articles of organization upon
the transfer of shares of stock of any class are as follows:

None.


*6. Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary
dissolution, or for limiting, defining, or regulating the powers of
the corporation, or of its directors or stockholders, or of any class
of stockholders:

See Attached.


*If there are no such provisions, state "None".

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AMENDMENTS

1. Article 3 is amended as follows:

(i) Every three shares of the Common Stock, $.01 par value, of the Corporation
outstanding on the effective date of these Restated Articles of Organization
shall on such effective date be combined into two shares of Common Stock, $.01
par value; provided, that no fractional shares shall be issued in connection
with such combination and the fair value of fractional shares resulting
therefrom shall be paid in cash to holders who would otherwise have received
such fractional shares; and provided, further, that in connection with the
foregoing, no changes shall be made in the capital or surplus account of the
Corporation.

(ii) In connection and simultaneously with the combination described above, the
authorized Common Stock, $.01 par value, of the Corporation shall be reduced
from 11,024,000 shares to 7,349,333 shares; provided, that in connection with
the foregoing, no changes shall be made in the capital or surplus account of the
Corporation.

(iii) Every three shares of each series of the Convertible Preferred Stock, $.01
par value, of the Corporation outstanding on the effective date of these
Restated Articles of Organization shall on such effective date, pursuant to the
terms of such Convertible Preferred Stock, be automatically converted into two
shares of Common Stock, $.01 par value; provided, that no fractional shares
shall be issued in connection with said conversion and the fair value of
fractional shares resulting therefrom shall be paid in cash to holders who would
have otherwise received such fractional shares.

(iv) In connection and simultaneously with the conversion described above, the
entire class, including each series of such class, of Convertible Preferred
Stock, $.01 par value, of the Corporation shall be cancelled and withdrawn from
the authorized capital stock of the Corporation.

(v) Immediately following the foregoing, the amount of the authorized capital
stock of the Corporation shall be increased to 26,000,000 shares, consisting of
25,000,000 shares of Common Stock, $.01 par value, and 1,000,000 shares of
Preferred Stock, $.01 par value.

2. Article 4 is amended as follows:

(i) The class of Preferred Stock, S.01 par value, authorized pursuant to Article
3 is authorized to be issued by the Board of Directors, in one or more series,
as set forth in Article 4 of these Restated Articles of Organization.


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3. Article 6 is amended as follows:

(i) The first paragraph, relating to Amendment of the By-Laws, is designated as
Part A.

(ii) The second paragraph, relating to Meetings of Stockholders, is designated
as Part B.

(iii)The third paragraph, relating to Partnership Agreements, is designated as
Part C.

(iv) The fourth paragraph, relating to liability of Directors, is designated as
Part D.

(v) There is added as a new Part E provisions relating to (a) the election of a
classified Board of Directors, (b) nomination of directors, (c) filling of
newly created directorships and vacancies, (d) removal of directors, (e)
election of directors by holders of Preferred Stock, and (f) amendment or
repeal of the provisions set forth in Part E.

2
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ARTICLE 4
A. Common Stock

The holders of shares of Common Stock of the Corporation shall be entitled
to one vote for each share of such stock held by them, respectively, upon all
matters presented to the stockholders. The Common Stock shall be subject to the
special provisions applicable to any series of Preferred Stock issued by the
Board of Directors, as hereinafter provided.

B. Preferred Stock.

The Preferred Stock may be issued by the Board of Directors, in one or more
series and with such rights, powers, preferences, and terms and at such times
and for such consideration as the Board of Directors shall determine, without
further stockholder action. With respect to any such series of Preferred Stock,
prior to issuance, the Board of Directors by resolution shall designate that
series to distinguish it from other series and classes of stock of the
Corporation, shall specify that number of shares to be included in the series,
and shall fix the rights, powers, preferences, and terms of the shares of the
series, including but without limitation: (1) the dividend rate, its preference
as to any other class or series of capital stock, and whether dividends will be
cumulative or non cumulative; (ii) whether the shares are to be redeemable and,
if so, at what times and prices and on what other terms and conditions; (iii)
the terms and amount of any sinking fund provided for the purchase of redemption
for the shares; (iv) whether the shares shall be convertible or exchangeable
and, if so, the times, prices, rates, adjustments, and other terms of such
conversion or exchange; (v) the voting rights, if any, applicable to the shares
in addition to those prescribed by law; (vi) the restrictions and conditions, if
any, on the issue or reissue of any additional shares of such series or of any
other series of Preferred Stock ranking on a parity with or prior to the shares
of such series; and (vii) the rights of the holders of such shares upon
voluntary or involuntary liquidation, dissolution, or winding up of the
Corporation.

4A

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ARTICLE 6
A. Amendment of By-Laws

To the extent and the manner provided in the By-Laws, the Board of
Directors may make, amend, or repeal the By-Laws in whole or in part, except
with respect to any provision thereof which by law or by the By-Laws requires
action by the stockholders.

B. Meetings of Stockholders

To the extent and in the manner provided in the By-Laws, meetings of the
stockholders may be held anywhere within the Commonwealth of Massachusetts or
elsewhere in the United States.

C. Partnership Agreements

The Corporation may enter into partnership agreements (general or limited)
and joint ventures with any person, firm, association, or corporation engaged in
carrying on any business in which the Corporation is authorized to engage, or in
connection with carrying out all or any of the purposes of the Corporation.

D. Liability of Directors

No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this provision shall not
eliminate or limit the liability of a director to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of laws, (iii)
under Section 61 or 62 of the Business Corporation Law, Chapter 156B, of the
Commonwealth of Massachusetts, or (iv) for any transactions from which the
director derived an improper personal benefit. No amendment to or repeal of
this provision shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment or repeal.

E. Board of Directors

1. Number, Election and Terms. Subject to the rights of the holders of
any series of Preferred Stock to elect directors who shall serve for such term
and have such voting powers as shall be provided in Article 4 of these Articles,
the Board of Directors shall consist of such number of persons as shall be
provided in the Corporation's By-Laws. The Board of Directors shall be
classified with respect to the time for which its members shall severally hold
office by dividing them into three classes, as nearly equal in number as
possible, with the term of office of one class expiring at the annual meeting of
stockholders each year. At each annual meeting of the stockholders of the
Corporation, the successors to the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election. If the number of directors


6A
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is changed, any increase or decrease shall be apportioned by the Board of
Directors among the classes so as maintain the number of directors in each class
as nearly equal as possible. Each director shall hold office until the annual
meeting for the year in which such director's term expires and until such
director's successor shall be elected and shall qualify. No director need be a
stockholder.

2. Nomination. Advance notice of nominations for the election of
directors, other than by the Board of Directors or a committee thereof, shall be
given within the time and in the manner provided in the By-Laws.

3. Newly Created Directorships and Vacancies. Newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal, or other cause shall be filled only by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the board of Director. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.

4. Removal of Directors. Any director may be removed from office by
stockholder vote at any time, but only for cause, by the affirmative vote of the
holders of a majority of the voting power of the then outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class. Any director may also be removed
from office for cause by vote of a majority of the directors then in office.

5. Directors Elected by Holders of Preferred Stock. Whenever the holders
of any class or series of Preferred Stock or of any other class or series of
shares issued by the Corporation shall have the right, voting separately as a
class or series, to elect one or more directors under specified circumstances,
the election, term of office, filling of vacancies, and other features of such
directorships shall be governed by the terms of these Articles applicable to
such class or series, and none of the provisions of this Part E shall apply with
respect to directors so elected.

6. Amendment, Repeal, etc. Notwithstanding any other provision of these
Articles to the contrary, the affirmative vote of the holders of at least 80% of
the voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend, adopt any
provision inconsistent with, or repeal this Part E or any provision thereof.

6B


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*We further certify that the foregoing restated articles of organization effect
no amendments to the articles of organization of the corporation as heretofore
amended, except amendments to the following articles 3, 4 and 6.

(*If there are no such amendments, state "None".)

Briefly describe amendments in space below:

See Attached.


IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this 30th day of July in the year 1991

/S
-------------------------------
Joshua Boger President

/S
-------------------------------
Richard H. Aldrich Clerk