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<TYPE>EX-99.CODE ETH
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<FILENAME>v124008_ex-99codeeth.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.

* * * *


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                         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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