S-8

As filed with the Securities and Exchange Commission on October 22, 2007

Registration Statement No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

___________________

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	84-0873124
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

2601 South Bayshore Drive, Suite 900 Miami, Florida	33133
(Address of Principal Executive Offices)	(Zip Code)

Terremark Worldwide, Inc. 2005 Executive Incentive Compensation Plan

(Full title of the Plan)

Jose A. Segrera
Chief Financial Officer
2601 South Bayshore Drive, Suite 900
Miami, Florida 33133

(Name and Address of Agent For Service)

(305) 856-3200

(Telephone number, including area code, of agent for service)

Copies to:
Jaret L. Davis, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500

CALCULATION OF REGISTRATION FEE

Title of Each Class	Amount		Proposed Maximum			Proposed			Amount
of Securities	To Be		Offering Price			Maximum Aggregate			Of
To Be Registered	Registered(1)		Per Share			Offering Price			Registration Fee
Common Stock $0.001 par value		3,000,000	$	7.66	(2)	$	22,980,000	(2)	$	705.49

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock (“Common Stock”), par value $0.001 par value per share, of the Registrant, which become issuable under the Terremark Worldwide, Inc. 2005 Executive Incentive Compensation Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration by the Registrant and which results in an increase in the number of its outstanding shares of Common Stock.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low price of a share of the Registrant’s Common Stock as reported by the NASDAQ Global Market on October 18, 2007.

STATEMENT OF INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 is being filed to register an additional three million (3,000,000) shares of Common Stock of Terremark Worldwide, Inc. (“Terremark”) for offer and sale under the Terremark 2005 Executive Incentive Compensation Plan (the “Plan”). The earlier Registration Statement on Form S-8 filed by Terremark with the Securities and Exchange Commission on April 5, 2006 (File No. 333-132995) relating to the Plan is hereby incorporated by reference in this Registration Statement. This incorporation is made under General Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan.

2

SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida on this 22^nd day of October, 2007.

TERREMARK WORLDWIDE, INC.
By:	/s/ Manuel D. Medina
	Manuel D. Medina
	Chairman, President and Chief Executive Officer (Principal Executive Officer)

By:	/s/ Jose A. Segrera
	Jose A. Segrera
	Chief Financial Officer (Principal Accounting Officer)

POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints Manuel D. Medina his true and lawful attorney-in-fact with the authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Manuel D. Medina Manuel D. Medina	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	October 22, 2007
/s/ Guillermo Amore Guillermo Amore	Director	October 22, 2007
/s/ Timothy Elwes Timothy Elwes	Director	October 22, 2007

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Signature	Title	Date
/s/ Antonio S. Fernandez Antonio S. Fernandez	Director	October 22, 2007
/s/ Hon. Arthur L. Money Hon. Arthur L. Money	Director	October 22, 2007
/s/ Marvin S. Rosen Marvin S. Rosen	Director	October 22, 2007
/s/ Miguel J. Rosenfeld Miguel J. Rosenfeld	Director	October 22, 2007
/s/ Rodolfo A. Ruiz Rodolfo A. Ruiz	Director	October 22, 2007
/s/ Joseph R. Wright, Jr. Joseph R. Wright, Jr.	Director	October 22, 2007
/s/ José A. Segrera José A. Segrera	Chief Financial Officer (Principal Accounting Officer)	October 22, 2007

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EXHIBIT INDEX

Exhibit
Number	Description
5.1	Opinion of Greenberg Traurig, P.A.
23.1	Consent of KPMG LLP with respect to Terremark Worldwide, Inc.
23.2	Consent of KPMG LLP with respect to Data Return, LLC and subsidiaries
23.3	Consent of PricewaterhouseCoopers, LLP
23.4	Consent of Greenberg Traurig, P.A. (contained in its opinion filed as Exhibit 5.1 hereto)
24.1	Power of Attorney (contained in the signature page to this Registration Statement))

5

EX-5.1

Exhibit 5.1

October 22, 2007
Terremark Worldwide, Inc.
2601 South Bayshore Drive, Suite 900
Miami, Florida 33133

Re: Registration Statement on Form S-8 for the Terremark Worldwide, Inc. 2005
Executive Incentive Compensation Plan

Ladies and Gentlemen:

     On or about the date hereof, Terremark Worldwide, Inc., a Delaware corporation (the “Company”), transmitted for filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the issuance, offering and/or sale by the Company of up to an aggregate of 3,000,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, reserved for issuance from time to time and upon the exercise of the stock options granted or to be granted under the Company’s 2005 Executive Incentive Compensation Plan (the “Plan”). We have acted as special counsel to the Company in connection with the preparation and filing of the Registration Statement.

     In connection therewith, we have examined and relied upon the original or a copy, certified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation and Bylaws of the Company; (ii) records of corporate proceedings of the Company authorizing the Plan, any amendments thereto, and the preparation of the Registration Statement and related matters; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.

     Based upon the foregoing examination, we are of the opinion that the shares of Common Stock issued under the Plan, when issued against payment therefor in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable.

     This opinion is rendered only to you and is solely for your benefit in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purpose, or furnished to, quoted to or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

     The opinions expressed herein are specifically limited to the laws of the State of Florida and the federal laws of the United States of America and are as of the date hereof. We assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Sincerely, GREENBERG TRAURIG, P.A.
By:	/s/ Jaret L. Davis, Esq.
	Jaret L. Davis, Esq.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Terremark Worldwide, Inc.:

We consent to the use of our reports dated June 14, 2007, with respect to the consolidated balance sheets of Terremark Worldwide, Inc. as of March 31, 2007 and 2006, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended March 31, 2007, management’s assessment of the effectiveness of internal control over financial reporting as of March 31, 2007 and the effectiveness of internal control over financial reporting as of March 31, 2007, incorporated herein by reference.

As discussed in Note 2 to the consolidated financial statements, on April 1, 2006, Terremark Worldwide, Inc. changed its method of accounting for share-based compensation.

/s/ KPMG LLP
Miami, Florida
October 19, 2007

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated August 6, 2007, with respect to the consolidated balance sheet of Data Return, LLC and subsidiaries as of December 31, 2006, and the related consolidated statements of operations, unitholders’ deficit and comprehensive loss, and cash flows for the year then ended, which report appears in the Form 8-K/A of Terremark Worldwide, Inc. filed on August 9, 2007, incorporated herein by reference.

/s/ KPMG LLP
Chicago, Illinois
October 19, 2007

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 4, 2005, except for the restatement described in Note 2 included in the 2005 Form 10-K (Amendment No. 3) (not separately presented herein) to correct annual disclosures of earnings per share as described in Note 2 to which the date is December 15, 2005 relating to the consolidated financial statements of Terremark Worldwide, Inc., which appears in Terremark Worldwide, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2007.

/s/ PricewaterhouseCoopers LLP
Miami, Florida
October 19, 2007

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