8-K

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 and Exchange Act of 1934

Date of Report (date of earliest event reported): April 1, 2005

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12475	52-1981922
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2601 S. Bayshore Drive
Miami, Florida 33133

(Address of principal executive office)

Registrant’s telephone number, including area code: (305) 856-3200

Check the appropriate box below if the Form 8-K 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)

x   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 8.01. Other Events.

     On April 1, 2005, Terremark Worldwide, Inc. (the “Company”) announced that its board of directors authorized the Company to seek stockholder approval for an amendment to the Company’s Amended and Restated Certificate of Incorporation to simultaneously (i) effectuate a one for ten reverse stock split whereby record owners of the Company’s common stock (“Common Stock”), par value $.001 per share, as of May 16, 2005 would own one share of Common Stock for every ten shares held as of such date and (ii) decrease the number of authorized shares of Common Stock from Six Hundred Million (600,000,000) shares to One Hundred Million (100,000,000) shares. Following the reverse stock split, the number of shares of Common Stock outstanding will decrease to approximately 42,000,000 from approximately 417,221,193 shares outstanding as of April 1, 2005.

     The preceding is qualified in its entirety by reference to (i) the Proxy Statement filed with the Securities and Exchange on April 1, 2005 and (ii) the Press Release filed as Exhibit 99.1 hereto, both of which are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired

          Not applicable.

     (b) Pro Forma Financial Information

          Not applicable.

     (c) Exhibits

Exhibit No.	Exhibit Title
99.1	Press Release of Terremark Worldwide, Inc., dated April 1, 2005.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TERREMARK WORLDWIDE, INC.
Dated: April 1, 2005	By:	/s/ Jose Segrera
		Jose Segrera
		Executive Vice President and Chief Financial Officer

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Index to Exhibits

Exhibit No.	Exhibit Title
99.1	Press Release of Terremark Worldwide, Inc. dated April 1, 2005.

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EX-99.1

Terremark Announces Plans for a 1 for 10 Reverse Stock Split

Special Meeting of Stockholders to be Held May 16, 2005

MIAMI, FL. (April 1, 2005) Terremark Worldwide, Inc. (AMEX: TWW) today announced that its board of directors had authorized Terremark to seek stockholder approval for an amendment to its Amended and Restated Certificate of Incorporation to simultaneously (i) effectuate a one for ten reverse stock split whereby record owners of its common stock as of the date of the stockholder meeting would own one share of common stock for every ten shares held as of that date and (ii) decrease the number of authorized shares of its common stock from six hundred million shares to one hundred million shares.

The proposal will be submitted to Terremark’s stockholders for approval at a special meeting of stockholders, which is expected to be held on May 16, 2005. On April 1, 2005, Terremark filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission relating to the special meeting. The preliminary proxy statement is available on the Commission’s website located at http://www.sec.gov.

Solicitation of Terremark’s stockholders with respect to the proposed reverse split will be made pursuant to a definitive proxy statement to be mailed to its stockholders. All stockholders are advised to read the definitive proxy statement carefully because the definitive proxy statement will contain important information about the reverse stock split and information concerning the record date and voting as well as the date, time and place of the special meeting of Terremark’s stockholders.

About Terremark Worldwide, Inc.:

Terremark Worldwide, Inc. (AMEX:TWW) operates Internet exchange points from which it provides colocation, interconnection and managed services to the government and commercial sectors. The company’s Internet exchange point facilities, or IXs, are strategically located in Miami, Florida; Santa Clara, California; Madrid, Spain and Sao Paulo, Brazil and allow networks to interconnect and exchange Internet and telecommunications traffic. Terremark’s flagship facility, the NAP of the Americas, in Miami, Florida was designed and built to disaster-resistant standards with maximum security to house mission-critical systems infrastructure. The company’s secure presence in Miami, a key gateway to North American, Latin America and European telecommunications networks, has enabled it to establish customer relationships with U.S. Federal government agencies, including the Department of State and the Department of Defense. Terremark is headquartered at 2601 S. Bayshore Drive, 9^th Floor, Miami Florida USA, (305) 856-3200. More information about Terremark Worldwide Inc. can be found at www.terremark.com

     Statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terremark’s

actual results may differ materially from those set forth in the forward-looking statements due to a number of risks, uncertainties and other factors, as discussed in Terremark’s filings with the SEC. These factors include, without limitation, Terremark’s ability to obtain funding for its business plans, uncertainty in the demand for Terremark’s services or products and Terremark’s ability to manage its growth. Terremark does not assume any obligation to update these forward-looking statements.

For more information contact:

Terremark Worldwide, Inc.
Sandra B. Gonzalez-Levy
305-860-7829
sgonzalez-levy@terremark.com