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))

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