<DOCUMENT>
<TYPE>EX-99.CODE ETH
<SEQUENCE>2
<FILENAME>v06211_ex99-codeeth.txt
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                  HERZFELD CARIBBEAN BASIN FUND, INC.

     CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS

I.    COVERED OFFICERS/PURPOSE OF THE CODE

      This code of ethics (the "Code") for the Herzfeld Caribbean Basin Fund,
Inc. (the "Fund"), a closed-end investment company registered under the
Investment Company Act of 1940 ("Investment Company Act"), applies to the Fund's
Chief Executive Officer and Chief Financial Officer (the "Covered Officers" each
of whom are set forth in Exhibit A) for the purpose of promoting:

      o     honest and ethical conduct, including the ethical handling of actual
            or apparent conflicts of interest between personal and professional
            relationships;

      o     full, fair, accurate, timely and understandable disclosure in
            reports and documents that a registrant files with, or submits to,
            the Securities and Exchange Commission ("SEC") and in other public
            communications made by the Fund;

      o     compliance with applicable laws and governmental rules and
            regulations;

      o     the prompt internal reporting of violations of the Code to an
            appropriate person or persons identified in the Code; and

      o     accountability for adherence to the Code.

      Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.

II.   COVERED OFFICERS HONEST AND ETHICAL CONDUCT AND ETHICALLY HANDLING ACTUAL
      AND APPARENT CONFLICTS OF INTEREST

      OVERVIEW. The Covered Officers shall conduct their activities on behalf of
the Fund in an honest and ethical manner. A "conflict of interest" occurs when a
Covered Officer's private interest interferes with the interests of, or his
service to, the Fund. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal benefits
as a result of his position with the Fund.

      Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 and the Investment Advisers Act
of 1940 ("Investment Advisers Act"). For example, Covered Officers may not
individually engage in certain transactions (such as the purchase or sale of
securities or other property) with the Fund because of their status as
"affiliated persons" of the Fund. The Fund's and the investment adviser's
compliance programs and procedures are designed to prevent, or identify and
correct, violations of these provisions. This Code does not, and is not intended
to, repeat or replace these programs and procedures, and such conflicts fall
outside of the parameters of this Code.
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      Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Fund and the investment adviser, of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Fund or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Fund. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically. In addition, it is recognized by the
Fund's Board of Directors ("Board") that the Covered Officers may also be
officers or employees of one or more other investment companies covered by this
or other codes.

      Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the Fund.

                                     * * * *

      Each Covered Officer must not:

      o     use his personal influence or personal relationships improperly to
            influence investment decisions or financial reporting by the Fund
            whereby the Covered Officer would benefit personally to the
            detriment of the Fund;

      o     cause the Fund to take action, or fail to take action, for the
            individual personal benefit of the Covered Officer rather than the
            benefit of the Fund; and

      o     use material non-public knowledge of portfolio transactions made or
            contemplated for the Fund to trade personally or cause others to
            trade personally in contemplation of the market effect of such
            transactions.

      There are some conflict of interest situations that should be reviewed by
the Fund's legal counsel, if material. Examples of these include:

      o     service as a director on the board of any public or private company;

      o     receipt of gifts, in excess of reasonable or business-appropriate;


                                      -2-
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      o     the receipt of any entertainment from any company with which the
            Fund has current or prospective business dealings unless such
            entertainment is business-related, reasonable in cost, appropriate
            as to time and place, and not so frequent as to raise any question
            of impropriety;

      o     any ownership interest in, or any consulting or employment
            relationship with, any of the Fund's service providers, other than
            its investment adviser, principal underwriter, administrator or any
            affiliated person thereof; and

      o     a direct or indirect financial interest in commissions, transaction
            charges or spreads paid by the Fund for effecting portfolio
            transactions or for selling or redeeming shares other than an
            interest arising from the Covered Officer's employment, such as
            compensation or equity ownership.

III.  DISCLOSURE AND COMPLIANCE

      o     Each Covered Officer should familiarize himself with the disclosure
            requirements generally applicable to the Fund.

      o     Each Covered Officer should not knowingly misrepresent, or cause
            others to misrepresent, facts about the Fund to others, whether
            within or outside the Fund, including to the Fund's Board and
            independent auditor, and to government regulators and
            self-regulatory organizations.

      o     Each Covered Officer should, to the extent appropriate within his
            area of responsibility, consult with other officers and employees of
            the Fund and the adviser with the goal of promoting full, fair,
            accurate, timely and understandable disclosure in the reports and
            documents the Fund files with, or submits to, the SEC and in other
            public communications made by the Fund.

      o     It is the responsibility of each Covered Officer to promote
            compliance with the standards and restrictions imposed by applicable
            laws, rules and regulations.

IV.   REPORTING AND ACCOUNTABILITY

      Each Covered Officer must:

      o     upon adoption of the Code (or thereafter as applicable, upon
            becoming a Covered Officer), affirm in writing to the Board that he
            has received, read, and understands the Code;

      o     annually affirm to the Board that he has complied with the
            requirements of the Code and report on the Covered Officer's
            affiliations and relationships;


                                      -3-
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      o     not retaliate against any other Covered Officer or any employee of
            the Fund or its affiliated persons for reports of potential
            violations that are made in good faith; and

      o     notify the Fund's legal counsel promptly if he knows of any
            violation of the Code. Failure to do so is itself a violation of the
            Code.

      The Fund's legal counsel is responsible for applying the Code to specific
situations in which questions are presented under it and has the authority to
interpret the Code in any particular situation. However, any approvals or
waivers sought by a Covered Officer will be considered by the Independent
Directors on the Board.

      The Fund will follow these procedures in investigating and enforcing the
Code:

      o     the Fund legal counsel will take all appropriate action to
            investigate any potential violations reported to such counsel;

      o     if, after such investigation, the Fund legal counsel believes that
            no violation has occurred, such counsel is not required to take any
            further action;

      o     any matter that the Fund legal counsel believes is a violation will
            be reported to the Board;

      o     the Board will consider appropriate action, which may include review
            of, and appropriate modifications to, applicable policies and
            procedures; notification to appropriate personnel of the investment
            adviser or its board; or a recommendation to dismiss the Covered
            Officer;

      o     the Board will be responsible for granting waivers, as appropriate;
            and

      o     any changes to or waivers of the Code will, to the extent required,
            be disclosed as provided by SEC rules.

V.    OTHER POLICIES AND PROCEDURES

      The Code shall be the sole code of ethics adopted by the Fund for purposes
of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Fund, the Fund's adviser, principal underwriter, or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to the Code, they are superseded by the Code to
the extent that they overlap or conflict with the provisions of the Code. The
Fund's and its investment adviser's codes of ethics under Rule 17j-1 under the
Investment Company Act and the adviser's more detailed policies and procedures
are separate requirements applying to the Covered Officers and others, and are
not part of the Code.


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VI.   AMENDMENTS

      Any amendments to the Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board, including a majority of
independent trustees.

VII.  CONFIDENTIALITY

      All reports and records prepared or maintained pursuant to the Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or the Code, such matters shall not be
disclosed to anyone other than the appropriate Board, its legal counsel and the
adviser.

VIII. INTERNAL USE

      The Code is intended solely for the internal use by the Fund and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.

Date: November 12, 2003


                                      -5-
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                               EXHIBIT A

                  Chief Executive Officer - Thomas J. Herzfeld

                  Chief Financial Officer - Cecilia L. Gondor


                                      -6-

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