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<TYPE>EX-99.CODEETH
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<FILENAME>v086649_ex99code-eth.txt
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                              EXHIBIT 99. CODE ETH.


                       HERZFELD CARIBBEAN BASIN FUND, INC.
          CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS

VI.   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.

VII.  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.

            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.

                                    * * * *

<PAGE>

            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;

            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.

VIII. 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.

IX.   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;

<PAGE>

            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;

            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.

X.    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.

XI.   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.

XII.  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.

XIII. 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
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