S-8

As filed with the Securities and Exchange Commission on October 24, 2008

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.)
2 South Biscayne Blvd., Suite 2900 Miami, Florida	33131
(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
2 South Biscayne Blvd., Suite 2900
Miami, Florida 33131

(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		1,500,000		$3.91(2)		$5,865,000(2)		$230.50

(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 22, 2008.

STATEMENT OF INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 is being filed to register an additional one million five hundred thousand (1,500,000) 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), as amended, 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.

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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 24th day of October, 2008.

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 Financial and Accounting Officer)

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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 24, 2008
/s/ Guillermo Amore Guillermo Amore	Director	October 24, 2008
/s/ Timothy Elwes Timothy Elwes	Director	October 24, 2008
/s/ Antonio S. Fernandez Antonio S. Fernandez	Director	October 24, 2008
/s/ Hon. Arthur L. Money Hon. Arthur L. Money	Director	October 24, 2008
/s/ Marvin S. Rosen Marvin S. Rosen	Director	October 24, 2008
/s/ Miguel J. Rosenfeld Miguel J. Rosenfeld	Director	October 24, 2008
/s/ Rodolfo A. Ruiz Rodolfo A. Ruiz	Director	October 24, 2008
/s/ Joseph R. Wright, Jr. Joseph R. Wright, Jr.	Director	October 24, 2008
/s/ José A. Segrera José A. Segrera	Chief Financial Officer (Principal Accounting Officer)	October 24, 2008

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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 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 24, 2008
Terremark Worldwide, Inc.
2 South Biscayne Blvd., Suite 2900
Miami, Florida 33131

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 1,500,000 shares (the “Shares”) of common stock, par value $0.001 per share (“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.

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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 13, 2008, with respect to the consolidated balance sheets of Terremark Worldwide, Inc. and subsidiaries (the Company) as of March 31, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended March 31, 2008, and the effectiveness of internal control over financial reporting as of March 31, 2008, incorporated by reference herein.

Our report on the aforementioned consolidated financial statements refers to the Company’s adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB No. 109, effective April 1, 2007. Also, effective April 1, 2006, the Company changed its method of accounting for share-based compensation.

/s/ KPMG LLP
Miami, Florida
October 24, 2008