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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K/A



|    |                                                                    
|--- | -------------------------------------------------------------------
|[X] | Annual report pursuant to Section 13 or 15(d) of the
    Securities

Exchange Act of 1934


For the fiscal year ended March 31,
2003



|     |                                                                        
|---- | -----------------------------------------------------------------------
|[  ] | Transition report pursuant to Section 13 or 15(d) of the
    Securities

Exchange Act of 1934


Commission file number 0-22520

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its
Charter)


|                                                                               |  |                                                   
|------------------------------------------------------------------------------ |  | --------------------------------------------------
|Delaware(State or Other Jurisdiction of
    Incorporation
    or Organization) |  | 52-1981922(I.R.S. Employer
    Identification No.)

2601 S. Bayshore Drive, Miami, Florida
33133

(Address of Principal Executive Offices,
Including Zip Code)


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

Securities registered pursuant to
Section 12(b) of the Act:

|                                             |  |                                       
|-------------------------------------------- |  | --------------------------------------
|Common Stock, par value $0.001 per
    share |  | American Stock Exchange               
|(Title of Class)                             |  | (Name of Exchange on Which Registered)

Securities registered pursuant to
Section 12(g) of the Act:

NONE



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Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [  ]

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
[  ]

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes [  ] No [X]

The aggregate market value of the
registrants common stock held by non-affiliates of the
registrant on September 30, 2002, was approximately
$42,505,087, based on the closing market price of the
registrants common stock ($0.34) as reported by the
American Stock Exchange on such date.

The number of shares outstanding of the
registrants Common Stock, par value $0.001 per share, as
of June 25, 2003 was 306,452,865.



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TABLE OF CONTENTS



|                                                                                                         |                                                              |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------ |  |  |  |  |  |  | 
|PART III                                                                                                
|                                                                                                         | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
|ITEM 11. EXECUTIVE COMPENSATION.                                                                        
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|SIGNATURES                                                                                              
|CEO CERTIFICATION PURSUANT SECTION 302                                                                  
|CFO CERTIFICATION PURSUANT SECTION 302                                                                  



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##### Table of Contents



TABLE OF CONTENTS

|           |           |  |                                                                                                    |          |  |    | 
|---------- | --------- |  | -------------------------------------------------------------------------------------------------- | -------- |  | -- | 
|           |           |  |                                                                                                    | Page No.
|           |           |  |                                                                                                    |         
|PART III   |           |  | 34                                                                                                 |         
|           | ITEM  10. |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                 |          |  | 34 | 
|           | ITEM  11. |  | EXECUTIVE COMPENSATION                                                                             |          |  | 37 | 
|           | ITEM  12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |          |  | 40 | 
|SIGNATURES |           |  | 47                                                                                                 |         

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##### Table of Contents






PART III






|          |                                                        
|--------- | -------------------------------------------------------
|ITEM  10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE
    REGISTRANT.

Our executive officers, directors and some of our
key employees, and their ages as of June 13, 2003, are as
follows:

|                          |                         |     |    |                    |  |                                                                  |                                                  
|------------------------- | ----------------------- | --- | -- | ------------------ |  | ---------------------------------------------------------------- | -------------------------------------------------
|Name                      |                         | Age |    | Principal Position
|                          |                         |     |    |                   
|Manuel D. Medina          |                         |     | 50 |                    |  | Chairman of the Board, President and Chief
    Executive Officer
|Joseph R. Wright, Jr.     |                         |     | 64 |                    |  | Vice Chairman of the Board                                      
|Guillermo Amore           |                         |     | 65 |                    |  | Director                                                        
|Timothy Elwes             |                         |     | 67 |                    |  | Director                                                        
|Fernando Fernandez-Tapias |                         |     | 64 |                    |  | Director                                                        
|Jose Maria Figueres-Olsen |                         |     | 48 |                    |  | Director                                                        
|Arthur L. Money           |                         |     | 63 |                    |  | Director                                                        
|Marvin S. Rosen           |                         |     | 61 |                    |  | Director                                                        
|Miguel J. Rosenfeld       |                         |     | 53 |                    |  | Director                                                        
|Joel A. Schleicher        |                         |     | 50 |                    |  | Director                                                        
|Brian K. Goodkind         |                         |     | 45 |                    |  | Executive Vice President and Chief Operating
    Officer        
|Jose A. Segrera           |                         |     | 32 |                    |  | Senior Vice President and Chief Financial Officer               
|Jose E. Gonzalez          |                         |     | 42 |                    |  | Senior Vice President, General Counsel and
    Secretary        
|Key Employees             |                         |     |    |                    |  |                                                                 
|                          | Jamie Dos Santos        |     |    | 41                 |  |                                                                  | Senior Vice President and Chief Marketing Officer
|                          | Sandra B. Gonzalez-Levy |     |    | 53                 |  |                                                                  | Senior Vice President, Corporate Communications  
|                          | Marvin Wheeler          |     |    | 48                 |  |                                                                  | Senior Vice President, Worldwide Operations      
|                          | Aviva Budd              |     |    | 63                 |  |                                                                  | Senior Vice President                            

Manuel D. Medinahas
served as our Chairman of the Board, President and Chief
Executive Officer since April 28, 2000, the date of our
merger, and as that of Terremark since its founding in 1982. In
addition, Mr. Medina is a managing partner of
Communications Investors Group, the holder of the Series G
preferred stock. Mr. Medina has been a director of Fusion
Telecommunications International since December 14, 1998.
Before founding Terremark, Mr. Medina, a certified public
accountant, worked with PricewaterhouseCoopers LLP.
Subsequently, he established and operated an independent
financial and real estate consulting company. Mr. Medina
earned a Bachelors of Science degree in Accounting from Florida
Atlantic University in 1974.

Joseph R. Wright,
Jr.has served as our Vice Chairman of
the Board since April 28, 2000. Prior to that,
Mr. Wright served as Chairman of the Board from May 1995 to
April 2000, when Terremark Holdings, Inc. concluded a reverse
merger into Amtec Inc., a telecommunications company of which he
was Chairman and Chief Executive Officer. Mr. Wright
currently is President and Chief Executive Officer of PanAmSat,
a global provider of satellite-based communication services. He
is also a director of The Titan Corporation. Mr. Wright
also served as Chairman of the Board of GRC International,
Inc., a United States public company that provides technical
information technology support to government and private
entities, from 1996 to 2000. He is also Co-Chairman of
Baker & Taylor Holdings, Inc., an international book
and video distribution company, and Vice Chairman of Jefferson
Consulting Group, a Washington D.C. consulting firm. From 1989
to 1994, Mr. Wright served as Executive Vice President,
Vice Chairman and Director of W.R. Grace & Co., an
international chemicals and health care company, President of
Grace Energy Corporation and Chairman of Grace Environmental
Company. From 1982 to 1989, Mr. Wright held the positions of
Director and Deputy Director of the Office of Management and
Budget, The White House, and was a member of President
Reagans cabinet. Before 1982, he served as Deputy
Secretary, United States Department of Commerce, President of
Citicorp Retail Services and Retail Consumer Services, held
posts in the United States Department of Agriculture and the
United States Department of Commerce, and was Vice President and
Partner of Booz Allen & Hamilton, a management
consulting firm.

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Guillermo Amorehas
served as a member of our board of directors since February
2001. From August 2000 to February 2001, Mr. Amore served
as the President and Chief Operating Officer of our wholly-owned
subsidiary, Terremark Latin America, Inc., prior to which, he
served as Chairman and Chief Executive Officer of Spectrum
Telecommunications Corporation until its acquisition. Mr. Amore
has nearly 35 years of telecommunications experience, much
of it focused on the developing markets of Latin America and the
Caribbean. During his tenure at GTE Corporation he built an
extensive network of contacts in the region. These contacts
served him well in business development and regulatory affairs
during his stewardship of Grupo Isacell S.A. of Mexico and
of Spectrum Telecommunications. Mr. Amore holds an MBA from
Harvard University and a Bachelors degree in Science in
Electrical Engineering from Pontificia Universidad Javeriana,
Colombia.

Timothy Elweshas
served as a member of our board of directors since April 2000.
Mr. Elwes has also served as member of the board of
directors of Timothy Elwes & Partners Ltd., a financial
services company, from May 1978 until October 1994, the business
of which was merged into Fidux Trust Co. Ltd. in December 1995.
Mr. Elwes is a director of Fidux Trust Co. Ltd. He is also
a non-executive director of Partridge Fine Arts plc, a public
company since 1989. He has served as a director of Makecater
Ltd., a property-developing company, since 1995. Since 1989 he
has served as a director of Tagring Ltd., a financial services
company.

Fernando
Fernandez-Tapiashas served as a
member of our board of directors since March 31, 2003.
Since May 1991, Mr. Fernandez-Tapias has served as the
President of Naviera F. Tapias. Mr. Fernandez-Tapias
has also served as a board member of Union Fenosa. In addition,
Mr. Fernández-Tapias founded Roll-On Roll-Off,
Interpuertos, Spain Shipping, Naviera Amura and Naviera Roda.
Mr. Fernández-Tapias currently serves as the President
of the Cámara Oficial de Comercio e Industria de Madrid
(Official Chamber of Commerce and Industry of Madrid). Mr.
Fernández-Tapias holds a degree from the Instituto
Internacional de Empresas de la Universidad Comercial de Deusto.

Jose Maria Figueres-Olsenhas served as a member of our board of
directors since October 2000. Mr. Figueres-Olsen is the
former President of Costa Rica, serving as the head of state of
his native country from 1994 to 1998, during which he made
sustainable development the cornerstone of his administration
and led his country into the digital economy through the
implementation of several IT programs and the attraction of
foreign investment including Intel. Since leaving office,
President Figueres-Olsen has served as a Director of the Digital
Nations Consortium, launched by the MIT Media Lab to develop a
new generation of technologies and applications that enable
people to design, create, and learn new ways to become more
active participants in developing societies. President
Figueres-Olsen also serves on the Board of Directors of the
World Resources Institute, the World Wildlife Fund, the
Stockholm Environment Institute, and Leadership in Environment
and Development. President Figueres-Olsen holds a degree in
Industrial Engineering from the United States Military Academy
at West Point and a Masters degree in Public Administration
(Mason Fellow) from the John F. Kennedy School of
Government at Harvard University.

Arthur L. Moneyhas
served as a member of our board of directors since May 2003.
Since September 2002, Mr. Money has been a member of the
board of directors of Rainbow Technologies, Inc., a provider of
Information Technology security solutions. From 1999 to 2001,
Mr. Money was the Assistant Secretary of Defense (C3I) and
Department of Defense CIO. Prior to this, Mr. Money served
as the Assistant Secretary of the Air Force for Research,
Development, and Acquisition, and was Vice President and Deputy
General Manager of TRW. From 1989 to 1995, Mr. Money was
President of ESL, Inc. He has received distinguished public
service awards from the U.S. Department of Defense (Bronze
Palm), the U.S. Air Force, and the U.S. Navy. He is currently
President of ALM Consulting specializing in command control and
communications, intelligence, signal processing, and information
processing. Mr. Money received his Master of Science Degree
in Mechanical Engineering from the University of Santa Clara and
his Bachelor of Science Degree in Mechanical Engineering from
San Jose State University.

Marvin S. Rosenhas served as a member of our board of directors since April
2000. Mr. Rosen is a co-founder of Fusion
Telecommunications International and has served as its Vice
Chairman since December 1998. From September 1995 through
January 1997, Mr. Rosen served as the Finance Chairman of
the Democratic National Committee. Mr. Rosen currently
serves on the Board of Directors of the Childrens

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Health Fund (New York City), since 1994, the
Robert F. Kennedy Memorial, since 1995, Bio-Medical
Disposal, Inc., since 1998 and Fusion Telecommunications
International, Inc., since 1997, where he has also been
Vice-Chairman since December 1998. Mr. Rosen received his
Bachelor of Science degree in Commerce from the University of
Virginia, his LL.B. from Dickinson School of Law and his LL.M.
in Corporations from New York University Law School.


Miguel J. Rosenfeldhas served as a member of our board of directors since April
2000. Since November 1991, he has also served as a Senior Vice
President of Delia Feallo Productions, Inc., where he has been
responsible for the development of soap opera productions in
Latin America. From January 1995 until May 1998, he was the
Director of Affiliates and Cable for Latin America for Protele,
a division of Televisa International LLC. From December 1984
until September 1998, he was a sales manager for Capitalvision
International Corporation. Mr. Rosenfeld holds a Bachelors
degree in Administration from the University of Buenos Aires
which he earned in 1975.

Joel A. Schleicherhas served as a member of our board of
directors since April 2000. Mr. Schleicher served as
Chairman and Chief Executive Officer of Interpath (the
predecessor company to USinternetworking prior to merger) from
May 2000 to July 2002. He presently serves as consultant and
advisor and is a member of the board of directors of several
domestic and international companies, both public and private.
From June 1998 to January 2000, Mr. Schleicher was the
Chief Executive Officer for Expanets, a roll-up of 26 local
interconnects into a nationwide provider of networked
communications solutions to mid-sized enterprises. From 1989
through 1995, he served as the Chief Operating Officer and
President for Nextel Communications, Inc. Mr. Schleicher
received a BSB in Accounting from the Carlson School of
Management at the University of Minnesota.

Brian K. Goodkindhas served as our Executive Vice President and Chief Operating
Officer since April 2000. Prior to that, since April 1998,
Mr. Goodkind served as the Vice-Chairman, Executive Vice
President, and General Counsel to Terremark. In this capacity,
Mr. Goodkind oversaw the operations, risk management,
systems development, and legal matters for Terremark.
Mr. Goodkind has been a member of the Florida Bar since
1982, and was in private practice for 16 years,
specializing in commercial litigation, employment law,
international transactions and real estate. His experience
includes over 11 years, from 1986 to 1998, as one of two
founding partners of a seventy-attorney full-service law firm,
for which he served as managing partner for over five years.
Mr. Goodkind received his Bachelor of Arts degree from the
University of Alabama and his J.D. from the University of
Florida.

Jose A. Segrerahas
served as our Senior Vice President and Chief Financial Officer
since September 2001. From September 2000 to June 2001,
Mr. Segrera served as our Vice President 
Finance. From January 2000 to September 2000, Mr. Segrera
served as the interim Chief Financial Officer of FirstCom
Corporation. From June 1996 to November 1997, Mr. Segrera
was a manager in the assurance practice at KPMG Peat Marwick
LLP. Mr. Segrera received his Bachelors in Business
Administration and his Masters in Professional Accounting from
the University of Miami.

Jose E. Gonzalezhas
served as our Senior Vice President, General Counsel and
Secretary since January 2001. Prior to joining Terremark,
Mr. Gonzalez served as the Vice President and Regional
Counsel for Sunbeam Corporation, responsible for legal affairs
throughout Canada, Latin America/ Caribbean and Asia. From 1995
to 1998, Mr. González was Assistant General Counsel,
International, responsible for the international legal affairs
of Blockbuster Entertainment, a subsidiary of Viacom, Inc. From
1990 to 1995 Mr. González was a member of the General
Counsels Office of the American Express Company, where he
served as Regional Counsel for Latin America and the Caribbean.
Mr. González received his Bachelors of Arts degree from
Fordham University in 1982 and his Juris Doctor from Fordham
University School of Law in 1985. He is a member of the Bar of
the State of New York and certified to practice as in-house
counsel by the Bar of the State of Florida.

Jamie Dos Santoshas
served as our Senior Vice President and Chief Marketing Officer
since March 2003. From April 2001 to March 2003, Ms. Dos
Santos served as Senior Vice President Global Sales. From 1981
to April 2001, Ms. Dos Santos worked with the Bell System.
Ms. Dos Santos held various positions during her tenure
with Telcordia/ Bell Systems including Director of Professional
Services Latin America,

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Regional Account Director starting her career as
a Business Service Representative prior to divestiture.
Ms. Dos Santos attended the University of Florida and
Bellcores elite Technical training curriculum receiving
various degrees in telecommunications.


Sandra B.
Gonzalez-Levyhas served as our Senior
Vice President, Corporate Communications since July 2000. From
January 1997 to June 2000, Mrs. Gonzalez-Levy was President and
Chief Executive Officer of the Miami-Dade Community College
Foundation, Inc. Mrs. Gonzalez-Levy was Group Senior Vice
President and Public Relations Director with Barnett Bank, N.A.
From 1980 to December 1996, she was with the Greater Miami
Chamber of Commerce, most recently as Senior Vice President in
charge of the International Economic Development and Hispanic
Business Departments. Mrs. Gonzalez-Levy holds a Masters
degree of Business Administration from Barry University.

Marvin Wheelerhas
served as our Senior Vice President, Worldwide Operations since
March 2003. From March 2001 to March 2003, Mr. Wheeler
served as Senior Vice President of Operations and General
Manager of the NAP of the Americas. From June 1978 to March
2000, Mr. Wheeler worked at BellSouth managing Data Center
and WAN/ LAN Operations in addition to directing some of the
24/7 operations centers in the Southeast United States.
Mr. Wheeler graduated from the University of Florida, where
he earned a degree in Business Administration with a
concentration in marketing.

Aviva Buddhas
served as our Senior Vice President since April 2000.
Mrs. Budd is responsible for obtaining and managing
relationships with financial institutions and other strategic
partners. Mrs. Budd has previously been involved with us
for over 20 years as counselor and advisor. Mrs. Budd began
her career as an attorney in New York City with the firm of Paul
Weiss Rifkin Wharton & Garrison. Mrs. Budd received her
Bachelor of Science degree from the University of Connecticut,
Summa Cum Laude, and her JD from Harvard Law School, Cum Laude.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Securities Exchange Act
of 1934 requires our officers and directors, and persons who own
more than ten percent of a registered class of our equity
securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish
us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of the
forms furnished to us and written representations of the
reporting persons, we believe that during the fiscal year ended
March 31, 2003 all Section 16(a) filing requirements
applicable to our officers, directors and greater than ten
percent beneficial owners were complied with, except each of
Manuel Medina, Guillermo Amore and Miguel Rosenfeld filed a
Form 4 on December 23, 2002 which Form 4 should
have been filed no later than May 10, 2002.




ITEM 11. EXECUTIVE
COMPENSATION.

Summary Compensation Table

The following table presents information
concerning compensation for the chief executive officer and our
three most highly compensated executive officers for services in
all capacities during the fiscal years indicated. We
collectively refer to our chief executive officer and our three
most highly compensated executive officers as

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the named executive officers. No
other compensation was received by our named executive officers
during the last 3 fiscal years.


|                                                                                    |  |                |  |                         |  |          |                       |  |  | 
|----------------------------------------------------------------------------------- |  | -------------- |  | ----------------------- |  | -------- | --------------------- |  |  | 
|                                                                                    |  |                |  |                        
|                                                                                    |  | Annual         |  | Long Term              
|                                                                                    |  | Compensation   |  | Compensation Awards    
|                                                                                    |  |                |  |                        
|Name and                                                                            |  | Fiscal         |  | Salary                  |  | Options/
|Principal Position                                                                  |  | Year           |  | ($)                     |  | SARS (#)
|                                                                                    |  |                |  |                         |  |         
|Manuel D. Medina Chairman of the Board, President
    &
    Chief Executive Officer |  | 200320022001   |  | 350,000 350,000 350,000 |  |          | 100,000100,000       | 
|Brian K. Goodkind Executive Vice President
    &
    Chief Operating Officer        |  | 2003 2002 2001 |  | 250,000 250,000 250,000 |  |          | 115,000150,000150,000 | 
|Jose A. Segrera Executive Vice President &
    Chief Financial Officer              |  | 2003 2002 2001 |  | 170,000 170,000 150,000 |  |          | 100,000200,000150,000 | 
|Jose E. Gonzalez Senior Vice President &
    General Counsel                        |  | 2003 2002 2001 |  | 185,000 175,000 175,000 |  |          | 75,000200,000150,000  | 

Option/SAR Grants In Last Fiscal
Year

The following table sets forth information
concerning grants of stock options made during the fiscal year
ended March 31, 2003 to our named executive officers. No
stock appreciation rights were granted during the fiscal year
ended March 31, 2003.

|                  |  |                    |         |                  |  |          |     |            |  |                      |      |         |  |  |         |  |  |  |        |  |  |  |        | 
|----------------- |  | ------------------ | ------- | ---------------- |  | -------- | --- | ---------- |  | -------------------- | ---- | ------- |  |  | ------- |  |  |  | ------ |  |  |  | ------ | 
|                  |  |                    |         |                  |  |          |     |            |  |                     
|                  |  |                    |         |                  |  |          |     |            |  | Potential Realizable
|                  |  |                    |         |                  |  |          |     |            |  | Value At Assumed    
|                  |  |                    |         |                  |  |          |     |            |  | Annual Rates Of     
|                  |  |                    |         |                  |  |          |     |            |  | Stock Price         
|                  |  | Appreciation For  
|Individual Grants |  | Option Term(1)    
|                  |  |                   
|                  |  | Number of          |         | Percent of Total |  |          |     |           
|                  |  | Securities         |         | Options Granted  |  | Exercise |     |            |  |                     
|                  |  | Underlying Options |         | to Employees in  |  | Price    |     | Expiration |  |                     
|Name              |  | Granted (#)        |         | Fiscal Year      |  | ($/Sh)   |     | Date       |  | 5% ($)               |      | 10% ($)
|                  |  |                    |         |                  |  |          |     |            |  |                      |      |        
|Manuel D. Medina  |  |                    |        |                  |  |          |    |            |  |                      |     |         |  |  |        |  |  |  |       |  |  |  |       | 
|Brian K. Goodkind |  |                    | 115,000 | (2)              |  |          | 4.9 | %          |  |                      | 0.51 |         |  |  | 04/2/12 |  |  |  | 36,885 |  |  |  | 93,473 | 
|Jose A. Segrera   |  |                    | 100,000 | (3)              |  |          | 4.3 | %          |  |                      | 0.51 |         |  |  | 04/2/12 |  |  |  | 32,074 |  |  |  | 81,281 | 
|Jose E. Gonzalez  |  |                    | 75,000  | (3)              |  |          | 3.2 | %          |  |                      | 0.51 |         |  |  | 04/2/12 |  |  |  | 24,055 |  |  |  | 60,961 | 



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|    |                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | These amounts are based on assumed appreciation
    rates of 5% and 10% set by the Securities and Exchange
    Commission rules and are not intended to forecast possible
    future appreciation, if any, of our stock price.                                                                                            
|(2) | The options became fully exercisable on
    July 22, 2003.                                                                                                                                                                                                                                                                
|(3) | The options become exercisable in accordance with
    the following vesting schedule: one-third of the shares vests as
    of the first anniversary of the date of grant, one-third vests
    as of the second anniversary of the date of grant, and one-third
    vests as of the third anniversary of the date of grant.

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Aggregated Options Exercises In Last Fiscal
Year and Fiscal Year-End Option Values

The following table sets forth information
regarding option exercises by our named executive officers
during the fiscal year ended March 31, 2003 and options
they held on March 31, 2003. No stock appreciation rights
were granted during the fiscal year ended March 31, 2003.

|                  |  |             |   |          |  |                            |   |                       |  |             |         |               |  |  |         |  |  |  |   |  |  |  |   | 
|----------------- |  | ----------- | - | -------- |  | -------------------------- | - | --------------------- |  | ----------- | ------- | ------------- |  |  | ------- |  |  |  | - |  |  |  | - | 
|                  |  |             |   |          |  |                            |   |                      
|                  |  |             |   |          |  | Number of Securities       |   | Value of Unexercised 
|                  |  |             |   |          |  | Underlying Unexercised     |   | In-the-Money Options 
|                  |  | Shares      |   |          |  | Options at Fiscal Year End |   | at Fiscal Year End(1)
|                  |  | Acquired on |   | Value    |  |                            |   |                      
|Name              |  | Exercise    |   | Realized |  | Exercisable                |   | Unexercisable         |  | Exercisable |         | Unexercisable
|                  |  |             |   |          |  |                            |   |                       |  |             |         |              
|Manuel D. Medina  |  |             |  |          |  |                            |  |                       |  |             | 200,000 |               |  |  |        |  |  |  |  |  |  |  |  | 
|Brian K. Goodkind |  |             |  |          |  |                            |  |                       |  |             | 288,334 |               |  |  | 326,666 |  |  |  |  |  |  |  |  | 
|Jose A. Segrera   |  |             |  |          |  |                            |  |                       |  |             | 200,001 |               |  |  | 349,999 |  |  |  |  |  |  |  |  | 
|Jose E. Gonzalez  |  |             |  |          |  |                            |  |                       |  |             | 191,667 |               |  |  | 283,333 |  |  |  |  |  |  |  |  | 



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|    |                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based on a per share price of $0.36, the closing
    price of the common stock as reported on the American Stock
    Exchange on March 31, 2003, minus the exercise price of the
    option, multiplied by the number of shares underlying the option.

Compensation of Directors

We maintain a policy of compensating our
directors using stock option grants. Upon their election as a
member of our board of directors, each of our directors received
100,000 stock options. Our employee directors receive the same
compensation as our non-employee directors. The options granted
to our directors vest as follows: options to purchase one-third
of the shares vest as of the date of grant, one-third vests as
of the first anniversary of the date of grant, and one-third
vests as of the second anniversary of the date of grant. We
reimburse our directors for all out-of-pocket expenses incurred
in the performance of their duties as directors. We currently do
not pay fees to our directors for attendance at meetings.

We entered into an agreement with Joseph Wright,
Jr., one of our directors, commencing September 21, 2001,
engaging Mr. Wright as an independent consultant. The
agreement is for a term of one year after which it renews
automatically for successive one-year periods. Either party may
terminate the agreement by providing 90 days notice. The
agreement provides for an annual compensation of $100,000,
payable monthly.

Employment Agreements

Manuel D. Medina entered into a one year
agreement, commencing March 10, 2000, employing him as our
President and Chairman of the Board. On September 6, 2001,
in consideration of Mr. Medina agreeing to repay his
indebtedness to Ocean Bank earlier than otherwise required,
pledging a certificate of deposit to the bank and personally
guaranteeing our credit facility and approximately
$21 million of construction payables,
Mr. Medinas employment agreement was amended and
restated. The term of the amended and restated agreement
commenced April 28, 2001 and employs Mr. Medina as our
President, Chief Executive Officer and Chairman of the Board.
The amended and restated agreement is for a term of twelve
months and automatically renews for successive one year terms
until either party gives written notice of its intention not to
renew. The amended and restated agreement provides for an annual
base salary of $350,000 and is subject to increases.
Additionally, as long as Mr. Medinas guarantees of
our debt exist, we have agreed to nominate Mr. Medina to
our Board of Directors and not remove Mr. Medina, unless
for good cause, or remove any of our officers from their
positions without Mr. Medinas consent. Pursuant to
the terms of his agreement, Mr. Medina is prohibited from
competing with Terremark for a one year period following
termination of his employment with Terremark.

Brian K. Goodkind has entered into an
agreement, commencing March 3, 2003, employing him as our
Executive Vice President. The agreement is for an indefinite
term until either party gives written notice of its intention
not to terminate. The agreement provides for an annual base
salary of $250,000 and is subject to increases. Pursuant to the
terms of his agreement, Mr. Goodkind is prohibited from
competing with Terremark for a one year period following
termination of his employment with Terremark.

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Jose E. Gonzalez has entered into an agreement,
commencing March 3, 2003, employing him as our Senior Vice
President and General Counsel. The agreement is for an
indefinite term until either party gives written notice of its
intention not to terminate. The agreement provides for an annual
base salary of $185,000 and is subject to increases. Pursuant to
the terms of his agreement, Mr. Gonzalez is prohibited from
competing with Terremark for a one year period following
termination of his employment with Terremark.

Jose A. Segrera has entered into a one year
employment agreement, commencing September 25, 2001,
employing him as our Chief Financial Officer. The agreement
automatically renews for successive one year terms until either
party gives written notice of its intention not to renew. In
June 2001, Mr. Segreras title was changed to Senior
Vice President and Chief Financial Officer. The agreement
provides for an annual base salary of $150,000 and is subject to
increases. Pursuant to the terms of his agreement,
Mr. Segrera is prohibited from competing with Terremark for
a one year period following termination of his employment with
Terremark.

If either of Manuel D. Medina or
Jose A. Segrera is terminated without cause, each is
entitled to continue to receive his annual base salary through
the date his employment would have ended under the terms of his
agreement, but in no event for more than six months, and certain
other benefits.

If either of Brian K. Goodkind or
Jose E. Gonzalez is terminated without cause, each is
entitled to continue to receive his annual base salary and
certain other benefits for a period of six months from the date
of termination.

If the employment of any of either Manuel D.
Medina, Brian K. Goodkind, Jose E. Gonzalez or
Jose A. Segrera is terminated within one year of a change
in control of the Company, each is entitled to continue to
receive a payment equal to the sum of two times his annual base
salary, incentive compensation, and the value of any fringe
benefits plus any accrued incentive compensation through the
date of termination and certain other benefits. The definition
of a change in control in the applicable employment
agreements includes the resignation of Manuel D. Medina as
both our Chairman and Chief Executive Officer, his death, or his
absence from the day to day business affairs of the Company for
more than 90 consecutive days due to disability or incapacity.

Compensation Committee Interlocks and Insider
Participation

The following directors served as members of the
compensation committee during the 2003 fiscal year: Timothy
Elwes, Miguel J. Rosenfeld and Kenneth I. Starr. None
of the members of the compensation committee was, at any time
either during or before such fiscal year, an employee of ours or
any of our subsidiaries.






|          |                                                                                                    
|--------- | ---------------------------------------------------------------------------------------------------
|ITEM  12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information
regarding the beneficial ownership of shares of our voting stock
as of June 13, 2003 by:



| |   |                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | each director;                                                                                                             
|
| |  | each of our named executive officers;                                                                                      
|
| |  | each person that is known by us to beneficially
    own more than 5% of the outstanding shares of our voting stock;
    and
|
| |  | all of our directors and named executive officers
    as a group.                                                          

As of June 13, 2003, we had 306,410,198
shares of our common stock outstanding, 20 shares of
Series G Convertible Preferred Stock outstanding and 294
shares of Series H Convertible Preferred Stock outstanding.
The outstanding shares of Series G and Series H
Convertible Preferred Stock, as of June 13, 2003, were
convertible into, and had voting rights equivalent to, 2,036,825
and 294,000 shares of our common stock, respectively.

40



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##### Table of Contents



For purposes of the following table, a person is
deemed to be the beneficial owner of securities that can be
acquired by the person within 60 days from June 13, 2003
upon the exercise of warrants or options or upon the conversion
of debentures or preferred shares. Each beneficial owners
percentage is determined by assuming that options or warrants
that are held by the person, but not those held by any other
person, and which are exercisable within 60 days from
June 13, 2003, have been exercised. Unless otherwise
indicated, we believe that all persons named in this table have
sole voting power and investment power over all the shares
beneficially owned by them. Unless otherwise indicated, the
address of each person listed in the following table is
2601 South Bayshore Drive, Miami, Florida 33133.

|                                                                 |  |                         |            |            |  |  |      | 
|---------------------------------------------------------------- |  | ----------------------- | ---------- | ---------- |  |  | ---- | 
|                                                                 |  | Amount and Nature of    |            | Percent of
|Name of Beneficial Owner                                         |  | Beneficial Ownership(1) |            | Class     
|                                                                 |  |                         |            |           
|Common Stock:                                                    |  |                         |            |            |  |  |      | 
|Manuel D. Medina                                                 |  |                         | 44,598,615 | (2)        |  |  | 13.8 | 
|Joseph R. Wright, Jr.                                            |  |                         | 4,738,459  | (3)        |  |  | 1.5  | 
|Guillermo Amore                                                  |  |                         | 3,781,034  | (4)        |  |  | 1.2  | 
|Miguel J. Rosenfeld                                              |  |                         | 2,586,855  | (5)        |  |  | *    | 
|Marvin S. Rosen                                                  |  |                         | 1,362,150  | (6)        |  |  | *    | 
|Brian K. Goodkind                                                |  |                         | 492,538    | (7)        |  |  | *    | 
|Jose Maria Figueres-Olsen                                        |  |                         | 300,000    | (8)        |  |  | *    | 
|Joel Schleicher                                                  |  |                         | 240,000    | (9)        |  |  | *    | 
|Jose A. Segrera                                                  |  |                         | 200,001    | (10)       |  |  | *    | 
|Timothy Elwes                                                    |  |                         | 200,000    | (8)        |  |  | *    | 
|Jose E. Gonzalez                                                 |  |                         | 196,167    | (11)       |  |  | *    | 
|Fernando Fernandez-Tapias                                        |  |                         | 34,000     | (12)       |  |  | *    | 
|Arthur L. Money                                                  |  |                         | 34,000     | (12)       |  |  | *    | 
|CRG, LLC                                                         |  |                         | 28,133,334 | (13)       |  |  | 9.2  | 
|Ocean Bank                                                       |  |                         | 20,000,000 | (14)       |  |  | 6.5  | 
|Vistagreen Holdings (Bahamas) Ltd.                               |  |                         | 29,909,128 | (15)       |  |  | 9.8  | 
|Paradise Stream (Delaware) LLC                                   |  |                         | 25,000,000 | (15)       |  |  | 8.2  | 
|All directors and executive officers as a group
    (14 persons) |  |                         | 56,726,994 |            |  |  | 18.1 | 
|Series G Preferred Stock:                                        |  |                         |            |            |  |  |      | 
|Communications Investors Group                                   |  |                         | 2,036,825  | (16)       |  |  | *    | 
|Series H Preferred Stock:                                        |  |                         |            |            |  |  |      | 
|One Vision Worldwide, LLC                                        |  |                         | 294,000    | (17)       |  |  | *    | 



---



| |   |                       
| | - | ----------------------
| | * | Less than one percent.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | For purposes of this table, beneficial ownership
    is computed pursuant to Rule 13d-3 under the Exchange Act;
    the inclusion of shares as beneficially owned should not be
    construed as an admission that such shares are beneficially
    owned for purposes of the Exchange Act. Under the rules of the
    Securities and Exchange Commission, a person is deemed to be a
    beneficial owner of a security he or she has or
    shares the power to vote or direct the voting of such security
    or the power to dispose of or direct the disposition of such
    security. Accordingly, more than one person may be deemed to be
    a beneficial owner of the same security.
|(2) | Includes 200,000 shares of common stock
    underlying options and 889,277 shares of common stock underlying
    convertible debentures. As reported in Mr. Medinas
    Schedule 13D, and any amendments thereto, filed with the
    Securities and Exchange Commission on October 4, 2002,
    these include 7,021,682 shares as to which Mr. Medina has
    sole voting power but does not have dispositive power. Includes
    shares of common stock which may be acquired upon conversion of
    the Series G Preferred Stock held by Communications
    Investors Group, an entity in which Mr. Medina is a partner
    and holds a 50% interest.                                        
|(3) | Includes 3,400,000 shares of common stock
    underlying options and 10,000 shares owned by
    Mr. Wrights sibling, over which Mr. Wright has
    investment control. Does not include 50,000 shares held in trust
    for the benefit of Mr. Wrights grandchildren, with
    respect to which Mr. Wright disclaims beneficial ownership.                                                                                                                                                                                                                                                                                                                                                    

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Includes 167,000 shares of common stock
    underlying options, 1,131,807 shares of common stock underlying
    convertible debentures, and 10,000 shares owned by Mr.
    Amores sibling, over which Mr. Amore has investment
    control. Also includes 610,909 shares of common stock held by a
    trust, with respect to which Mr. Amore disclaims beneficial
    ownership except to the extent of his pecuniary interest
    therein. Does not include 1,745,550 shares held in a trust for
    the benefit of Mr. Amores grandchildren, with respect
    to which Mr. Amore disclaims beneficial ownership.
|(5) | Includes 200,000 shares of common stock
    underlying options and 1,137,208 shares held indirectly by
    Mr. Rosenfeld. Does not include 58,105 shares held by
    Mr. Rosenfelds children and mother, with respect to
    which Mr. Rosenfeld disclaims beneficial ownership.                                                                                                                                                                                                                                                                                                                                    
|(6) | Includes 245,000 shares of common stock
    underlying options and 205,810 shares underlying convertible
    debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(7) | Includes 288,334 shares of common stock
    underlying options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(8) | Includes 200,000 shares of common stock
    underlying options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(9) | Includes 240,000 shares of common stock
    underlying options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

|     |                                                                                                                                                                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 200,001 shares of common stock
    underlying options.                                                                                                                                                                                                                                   
|(11) | Includes 191,667 shares of common stock
    underlying options.                                                                                                                                                                                                                                   
|(12) | Includes 34,000 shares of common stock underlying
    options.                                                                                                                                                                                                                                    
|(13) | As reported in CRG, LLCs Schedule 13D,
    and any amendments thereto, filed with the Securities and
    Exchange Commission on May 9, 2003. Christian Altaba is the
    manager and sole member of CRG, LLC. Christian Altaba is deemed
    the beneficial owner of the shares held by CRG, LLC.
|(14) | The address of the beneficial owner is 780 N.W.
    42nd Avenue, Miami, Florida 33126.                                                                                                                                                                                                            
|(15) | The address of the beneficial owner is
    P.O. Box N-65, Charlotte House, Charlotte Street, Nassau,
    Bahamas. Francis Lee is the natural person deemed to be the
    beneficial owner of the shares held by this entity.                                                                      
|(16) | Represents 20 shares of Series G Convertible
    Preferred Stock which are convertible into 2,036,825 shares of
    common stock. The partners of Communications Investors Group are
    Manuel D. Medina and Andres Altaba, each of whom has a 50%
    interest.                                 
|(17) | Represents 294 shares of Series H
    Convertible Preferred Stock which are convertible into 294,000
    shares of common stock. Jose Navalon is the natural person with
    voting and investment control over the shares.                                                                       

Equity Compensation Plan Information

This table summarizes share and exercise price
information about our equity compensation plans as of
March 31, 2003.

|                                                               |  |                      |            |                      |  |                       |        |  |  |  |           | 
|-------------------------------------------------------------- |  | -------------------- | ---------- | -------------------- |  | --------------------- | ------ |  |  |  | --------- | 
|                                                               |  | Number of Securities |            |                      |  |                      
|                                                               |  | To Be Issued Upon    |            | Weighted Average     |  | Number of Securities 
|                                                               |  | Exercise of          |            | Exercise Price of    |  | Available for Future 
|                                                               |  | Outstanding Options, |            | Outstanding Options, |  | Issuance Under Equity
|Plan Category                                                  |  | Warrants and Rights  |            | Warrants and Rights  |  | Compensation Plans   
|                                                               |  |                      |            |                      |  |                      
|Equity compensation plans approved by security
    holders     |  |                      | 14,608,951 |                      |  | $                     | 1.6862 |  |  |  | 4,391,049 | 
|Equity compensation plans not approved by
    security holders |  |                      | 900,000    |                      |  | $                     | 0.6700 |  |  |  | N/A       | 

Some of our options to purchase common stock have
been issued outside of our stock option plans and have not been
approved by our shareholders. On October 19, 2001, our
board of directors approved the grant of options to purchase
100,000 shares of our common stock at $0.67 per share to each of
the then nine members of our board of directors. All of the
options immediately vested and are exercisable. The options
expire on October 19, 2011.

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SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 24th day of
December 2003.



| |                          
| | -------------------------
| | TERREMARK WORLDWIDE, INC.



| |     |                     
| | --- | --------------------
| | By: | /s/ MANUEL D. MEDINA

| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                         
| | Manuel D. Medina, Chairman of the Board, 
     President and Chief Executive Officer 
     (Principal Executive Officer)



| |     |                    
| | --- | -------------------
| | By: | /s/ JOSÉ A. SEGRERA

| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| |                                                                                                
| | Executive Vice President and 
     Chief Financial Officer 
     (Principal Accounting Officer)

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated:

|                                                       |  |                                                                                                    |  |                  
|------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------- |  | -----------------
|Signature                                              |  | Title                                                                                              |  | Date             
|                                                       |  |                                                                                                    |  |                  
|/s/ MANUEL D. MEDINAManuel D. Medina                   |  | Chairman of the Board, President
    and Chief Executive Officer
    (Principal Executive Officer) |  | December 24, 2003
|                                                      
|/s/ GUILLERMO AMOREGuillermo Amore                     |  | Director                                                                                           |  | December 24, 2003
|                                                      
|/s/ TIMOTHY ELWESTimothy Elwes                         |  | Director                                                                                           |  | December 24, 2003
|                                                      
|Fernando Fernandez-Tapias                              |  | Director                                                                                           |  |                  
|                                                      
|/s/ JOSÉ MARIA FIGUERES-OLSENJosé Maria Figueres-Olsen |  | Director                                                                                           |  | December 24, 2003
|                                                      
|/s/ HON. ARTHUR L. MONEYHon. Arthur L. Money           |  | Director                                                                                           |  | December 24, 2003
|                                                      
|/s/ MARVIN S. ROSENMarvin S. Rosen                     |  | Director                                                                                           |  | December 24, 2003
|                                                      
|/s/ MIGUEL J. ROSENFELDMiguel J. Rosenfeld             |  | Director                                                                                           |  | December 24, 2003
|                                                      
|/s/ JOEL A. SCHLEICHERJoel A. Schleicher               |  | Director                                                                                           |  | December 24, 2003
|                                                      
|/s/ JOSEPH R. WRIGHT, JR.Joseph R. Wright, Jr.         |  | Director                                                                                           |  | December 24, 2003
|                                                      
|/s/ JOSÉ A. SEGRERAJosé A. Segrera                     |  | Executive Vice President
    and Chief Financial Officer
    (Principal Accounting Officer)        |  | December 24, 2003

47