SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________

SCHEDULE 14D-9

(Rule 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)

TERREMARK WORLDWIDE, INC.

(Name of Subject Company)

TERREMARK WORLDWIDE, INC.

(Name of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

881448203

(CUSIP Number of Class of Securities)

Adam T. Smith
Chief Legal Officer
Terremark Worldwide, Inc.
One Biscayne Tower
2 South Biscayne Boulevard, Suite 2800
Miami, Florida 33131
(305) 961-3200

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of the person(s) filing statement)

Copies of communications to:

Jaret L. Davis, Esq.
Greenberg Traurig, P.A.
333 Avenue of the Americas
Miami, Florida 33131
(305) 579-0500 Clifford E. Neimeth, Esq.
Greenberg Traurig, LLP
MetLife Building
200 Park Avenue
New York, NY 10166
(212) 801-9200 Clifford E. Neimeth, Esq.
Greenberg Traurig, LLP
2375 East Camelback Road
Suite 700
Phoenix, AZ 85016
(602) 445-8000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     This Amendment No. 5 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Recommendation Statement”) originally filed with the Securities and Exchange Commission (the “SEC”) by Terremark Worldwide, Inc., a Delaware corporation (the “Company”), on February 11, 2011 and amended on February 15, 2011, February 18, 2011, March 1, 2011 and March 15, 2011. The Recommendation Statement relates to the cash tender offer by Verizon Holdings Inc. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Verizon Communications Inc., a Delaware corporation (“Parent”), described in Purchaser’s and Parent’s Tender Offer Statement on Schedule TO filed with the SEC on February 10, 2011 as amended on February 18, 2011, February 28, 2011, March 15, 2011 and March 30, 2011.

     Except as set forth below, the information set forth in the Recommendation Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

Item 8. Additional Information.

     Item 8, “Additional Information” is hereby amended and supplemented by inserting the following paragraph immediately following the second paragraph set forth under the heading “Additional Information—Regulatory Approvals—Antitrust Laws of the United States”:

     On March 29, 2011, the Company received written notification from the Premerger Notification Office, Bureau of Competition of the FTC that the Company’s request for early termination of the waiting period under the HSR Act has been granted with respect to the Offer and the Merger. Accordingly, there are no longer any pending regulatory conditions to the Offer, which is scheduled to expire at midnight, New York City time, on Thursday, March 31, 2011.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 29, 2011	TERREMARK WORLDWIDE, INC.
	By:	/s/ Adam T. Smith
		Adam T. Smith
		Chief Legal Officer