SecProbe.io

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 Troutman Pepper Locke LLP
305 Church at N. Hills Street, Suite 1200
Raleigh, NC 27609

 troutman.com

 James L. Severs

 james.severs@troutman.com

 June 3, 2025

 Division of Investment Management

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Alberto H. Zapata, Senior Counsel
Tony Burak, Staff Accountant

 Re: The Herzfeld Caribbean
 Basin Fund, Inc. (the "Fund")
 Preliminary Proxy Statement
 1940 Act File No. 811-06445

 Mr. Zapata:

 This letter responds to the comments
of the disclosure staff of the Commission (the "Staff") to the Fund's Preliminary Proxy Statement on Schedule 14A (the
"Proxy Statement") provided on May 19, 2025 by Alberto Zapata. The Proxy Statement was filed on May 7, 2025 under the Securities
Act of 1934, as amended (the "1933 Act"), and under the Investment Company Act of 1940, as amended (the "1940 Act").
The Proxy Statement relates to a special shareholder meeting of the Fund expected to occur on or about June 17, 2025.

 We appreciate the opportunity to
address the Staff's comments regarding certain disclosure in the Proxy Statement. We have organized this letter by setting forth
the Staff's comments in italics followed by the Fund's response to the Staff's comments.

 Disclosure Comments

 1. Please add to the question and answer section a short explanation of why the Fund's Board is recommending the changes to
the Fund's Investment Objective .

 Response : The Fund has added a
new question and answer explaining that the Board is recommending the change to the Fund's Investment Objective because it has determined
that the change is in the best interest of the Fund and discussing the factors considered by the Board in making its recommendation.

 2. Please include disclosure stating that the equity and junior trances of CLOs are the first to absorb losses from the underlying
loans .

 Response : The Fund has revised
the Proxy Statement as requested.

 Alberto H. Zapata June 3, 2025 Page 2

 3. Please include disclosure stating that "below-investment grade" loans are typically referred to as "junk"
loans .

 Response : The Fund has revised
the Proxy Statement as requested.

 4. Please include a plain English explanation of what is meant by the "gross assets" of the Fund .

 Response : The Fund has revised
the Proxy Statement as requested.

 5. With respect to the fee to be paid to the Adviser, please clarify that "more or less" is in comparison to the fee paid
under the existing advisory agreement .

 Response : The Fund has revised
the Proxy Statement as requested.

 6. Please include a statement disclosing that the Fund intends to borrow pursuant to its fundamental policies .

 Response : The Fund has revised
the Proxy Statement to note that while the Fund is permitted to borrow pursuant to its fundamental policies, it will only do so when the
Adviser expects return on such borrowings to be greater than the interest expense associated therewith and to further note that, to the
extent that the Fund engages in borrowing for investment purposes, such borrowed amounts will be included in the Fund's managed
assets for purposes of calculating the management fee.

 7. Please include a brief explanation of how the fees under the New Advisory Agreement will be calculated and what the fee base is .

 Response : The Fund has revised
the Proxy Statement as requested.

 8. Please include disclosure relating to whether the New Strategy will be implemented if one or more of the Proposals is not approved .

 Response : The Fund has revised
the Proxy Statement as requested.

 9. With respect to the disclosure stating that the costs associated with transitioning the Fund's
portfolio in connection with the changes to the Investment Objective and Investment Strategy, please supplementally confirm that the estimated
cost of $0.006 per share applies to all portfolio holdings of the Fund.

 Response : The Fund so confirms
that this applies to all portfolio holdings that will be transitioned with the understanding that there are some securities, representing
an de minimis percentage of the Fund's assets, that due to trading restrictions (such as the Cuba bonds) will remain in the Fund's
portfolio.

 Alberto H. Zapata June 3, 2025 Page 3

 10. With respect to the risk disclosures associated with the New Strategy, please confirm whether the Fund
expects to have significant exposure with respect to any particular sector or sectors and, if so, please include disclosure as to the
risk factors associated with those sectors.

 Response :
The Fund does not expect to have significant exposure with respect to any particular sector or sectors under the New Strategy. In the
event that the Fund's implementation of the New Strategy causes the Fund to have significant exposure to any particular sector or
sectors, the Fund will include appropriate risk disclosure in the applicable shareholder reports.

 11. With respect to the inclusion of LAFs in the discussion of the New Strategy, please use this term is the discussion of the risk
factors under the New Strategy .

 Response : The Fund has revised
the Proxy Statement as requested.

 12. If the Fund intends to invest in CBOs as part of its principal investment strategy, please include corresponding risk disclosure .

 Response : The Fund has revised
the Proxy Statement as requested.

 13. Please define the term "credit-related securities ."

 Response : The Fund has revised
the Proxy Statement as requested.

 14. Please supplementally confirm whether the Fund intends to comply with the Names Rule in advance of
the compliance date.

 Response :
The Fund confirms that it will comply with the Names Rule as of the compliance date.

 15. With respect to "Discount From NAV Risk" please confirm whether and how this applies to
the New Strategy.

 Response :
The Fund has revised the Proxy Statement to include Discount From NAV Risk as a risk factor of the New Strategy.

 16. With respect to the disclosure relating to Equity and Equity-Linked Securities Risks, please confirm
why the disclosure with respect to the New Strategy is significantly truncated as compared to the current strategy .

 Response :
Under the New Strategy, the Fund expects to invest primarily in credit and credit-related securities and does not expect to make material
investments in traditional equity securities (i.e., common and preferred stocks). The primary risk exposure with respect to equity and
equity-linked securities under the New Strategy related to general market risk that may impact the CLOs in which the Fund invests or the
underlying loans. The Fund believes the disclosure, combined with disclosure relating market risk and CLO risks, is appropriate.

 17. Please confirm whether the Fund will continue to be non-diversified and, if so, include appropriate risk disclosure.

 Response : The Fund will continue
to be non-diversified and has added disclosure related to Non-Diversified Investment Company Risk with respect to the New Fund.

 Alberto H. Zapata June 3, 2025 Page 4

 18. Please confirm whether the Fund will continue to be subject to Management Risk under the New Strategy and, if so, include appropriate
risk disclosure.

 Response : The Fund will continue
to be subject to Management Risk and has added appropriate risk disclosure with respect to the New Strategy.

 19. With respect to the Board's consideration of the Adviser's portfolio management qualifications with respect to the
New Strategy please disclose the number and types of clients for whom the Adviser has managed similar strategies.

 Response : The Fund has revised
the Proxy Statement as requested.

 20. With respect to the discussion of the Incentive Fee under the new Investment Advisory Agreement, please consider adding an illustration
of how the Incentive Fee will work.

 Response : The Fund has revised
the Proxy Statement as requested.

 21. Please include a plain English description of the "catch up" in the discussion of the Incentive Fee .

 Response : The Fund has revised
the Proxy Statement as requested.

 22. With respect to the discussion of pro forma expense example under the new Investment Advisory Agreement please confirm that the
leverage ratio is correct and include an additional example that shows the effects of borrowing.

 Response : The Fund has revised
the Proxy Statement as requested.

 23. Please supplementally confirm whether the Fund intends to issue preferred stock within one year of the date of the shareholder
meeting.

 Response : The Fund confirms that
it does not currently intend to issue preferred stock within one year of the shareholder meeting.

 24. Does the Fund intend to invest in payment-in-kind and or zero coupon securities as part of its principal investment strategy under
the New Strategy? If so, please include appropriate disclosure in the discussion of the New Strategy and corresponding risk disclosure.

 Alberto H. Zapata June 3, 2025 Page 5

 Response : While the Fund may have
exposure to payment-in-kind and zero coupon securities, it does not intend to invest in such securities as part of its principal investment
strategy.

 25. With respect to the Fund's new fundamental policy related to underwriting, please explain in plain English the restrictions
related to investment in restricted securities under the 1940 Act.

 26. Response : The Fund has revised the Proxy Statement to clarify that the may not underwrite securities of other issuers,
except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933, as amended (the "Securities Act")
in connection with the disposition of its portfolio securities (except to the extent that the Fund may be deemed to be an underwriter
within the meaning of the 1933 Act in connection with the disposition of restricted securities).

 27. With respect to the Fund's current fundamental policy related to commodities, please clarify what is meant by the bracketed
text referring to permissible hedging transactions.

 28. Response : The referenced bracketed text was inadvertently included and has been removed.

 29. Please consider moving or repeating the illustration included in Annex A to the Form of Investment Advisory Agreement in the discussion
of the Incentive Fee included in the body of the Proxy Statement.

 Response : The Fund has revised
the Proxy Statement as requested.

 30. Please revise the footnote to the illustration of the Incentive Fee to state that the hypothetical amount of Pre-Incentive Fee
net investment income shown is expressed as a percentage of the Fund's total Net Assets rather than a rate of return.

 Response : The Fund has revised
the Proxy Statement as requested.

 Alberto H. Zapata June 3, 2025 Page 6

 *	*	*

 Please direct any questions concerning
this letter to my attention at 919.835.4142, or in my absence to John P. Falco of this office at 215.981.4659.

 Very truly yours,

 /s/ James L. Severs

 James L. Severs

 cc: Tom Morgan, CCO
John P. Falco, Esq.
	Joseph A. Goldman, Esq.

CORRESP
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  Troutman Pepper Hamilton Sanders LLP

3000 Two Logan Square, Eighteenth and Arch Streets

Philadelphia, PA 19103

troutman.com

    John P. Falco

    D 215.981.4659

    john.falco@troutman.com

December 27, 2024

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

Division of Investment Management

Disclosure Review and Accounting Office

100 F Street, N.E. Washington, DC 20549

Attention: Mr. Jeff Long

    Re:
    The Herzfeld Caribbean Basin Fund, Inc. – 1940 Act File No. 811-06445

Dear Mr. Long:

On behalf of The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”),
set forth below are the Fund’s responses to the comments of the staff of the Division of Investment Management (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) that we received on November 26, 2024, in connection with the SEC’s
review of the Fund’s Form N-CSR filed on September 6, 2024 via EDGAR, as required by Section 408 of the Sarbanes-Oxley Act of 2002,
as amended. The Staff’s comments are set forth below in bold italics and are followed by the Fund’s responses thereto.

*	*	*

 1. On a going forward basis, please update the required officer certifications under item 4(d) of Form N-CSR to reflect that the
certification is with respect to the period covered by the report.

Response: The Fund will update future certifications
to conform with item 4(d) of Form N-CSR.

 2. On a going forward basis, include the statement required by instruction 4(f) of Item 24 of Form N-2 that the Statement of Additional
Information (“SAI”), includes additional information about directors of the Registrant and is available, without charge, upon
request, and a toll-free (or collect) telephone number and e-mail address, if any, for shareholders to use to request the SAI.

Response: The Fund will include the statement that
additional information regarding the Fund’s directors is included in the Fund’s prospectus rather than a statement of additional
information since the Fund does not prepare a SAI because all of the information required to be in the SAI is included in the Prospectus.

  United States Securities and Exchange Commission

                         December 27, 2024

                         Page 2

 3. On a going forward basis, in the notes to the financial statements with respect to Level 3 fair valued securities including
information regarding range and weighted average of the significant unobservable inputs as required by Accounting Standards Update (“ASU”)
820-10-50-2.

Response: On a going forward basis, the Fund will
provide range and weighted average information as required by ASU 820-10-50-2 for its Level 3 fair valued securities.

 4. The Staff notes that the Fund is A2 qualified and is required to provide an auditor’s consent for each document incorporated
by reference including those documents that are forward incorporated. The Staff further notes that the N-CSR filed on September 6, 2024,
did not include the auditor’s consent to incorporation by reference. To the extent the Fund conducts an offering off of the shelf
registration the auditor’s consent must be filed with the SEC and may be included in a subsequent N-CSR/A to include the consent.
The Staff also note that if a N-CSR/A is filed to include the auditor’s consent, the Fund should also update each of the required
certifications to a date current with the submission.

Response: The Fund will obtain and submit the required
consent of the auditors prior to an offering of securities registered on the Fund’s shelf registration, either by filing an amendment
to Form N-CSR or an exhibit to the shelf registration.

*	*	*

If you have any questions or additional comments concerning the foregoing,
please contact the undersigned at (215) 981-4659.

Kind regards,

By: /s/
John P. Falco

  John P. Falco

 cc: Mr. Erik Herzfeld, President of the Fund

Mr. Thomas K. Morgan, Chief Compliance Officer of the Fund

CORRESP
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  Troutman Pepper Hamilton Sanders LLP

                         3000 Two Logan Square, Eighteenth and Arch Streets

                         Philadelphia, PA 19103-2799

                         troutman.com

Theodore D. Edwards

215.981.4181

theodore.edwards@troutman.com

June 27, 2024

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Attn: Alberto H. Zapata, Senior Counsel

Tony Burak, Staff Accountant

 Re: The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)

Registration Statement on Form N-2

1940 Act File No. 811-06445

1933 Act File No. 333-279564

Mssrs. Zapata & Burak:

This letter responds to the comments
of the disclosure staff of the Commission (the “Staff”) to the Fund’s Registration Statement on Form N-2 (the “Registration
Statement”) provided on June 10, 2024 by Alberto Zapata and the comments of the accounting Staff provided on June 18, 2024 by Tony
Burak. The Registration Statement was filed on May 20, 2024 under the Securities Act of 1933, as amended (the “1933 Act”),
and under the Investment Company Act of 1940, as amended (the “1940 Act”). The Registration Statement relates to the registration,
under the 1933 Act, of the proposed offerings from time to time by the Company of up to an aggregate of $109,000,000 of shares of common
stock, par value $0.001 per share (the “Common Stock”) and subscription rights to purchase Common Stock.

We appreciate the opportunity to
address the Staff’s comments regarding certain disclosure in the Registration Statement. We have organized this letter by setting
forth the Staff’s comments in italics followed by the Fund’s response to the Staff’s comments.

Disclosure Comments

 1. On Page 2 of the Registration Statement, please clarify the relevant three-year period with respect to the voluntary fee waiver,
and whether such waiver will extend past June 30, 2024.

Response: The Fund has determined
to extend the fee waiver until June 30, 2025. The disclosure will be revised to remove reference to the three-year period and to reflect
the extended waiver period.

Alberto
                                            H. Zapata

Tony
                                            Burak

June 27, 2024

Page 2

 2. On Page 9 of the Registration Statement, please revise footnote 1 to the fee table describing the voluntary
fee waiver to reflect whether such waiver will extend past June 30, 2024.

Response: The Registration Statement
will be revised to reflect the Staff’s comment.

 3. On Page 21 of the Registration Statement, please clarify that the risk that a court finds that the
Maryland Control Share Acquisition Act (the “MCSAA”) violates Section 18(i) of the 1940 Act is applicable to the Fund only
insofar as the Fund has opted into the MCSAA.

Response:
The Registration Statement will be revised to reflect the Staff’s comment.

 4. On Page 22 of the Registration Statement, please include additional disclosure pursuant to Item 8(5)(d)
of Form N-2. In particular, please disclose any methods undertaken or to be undertaken by the Registrant that are intended to reduce any
discount (such as the repurchase of fund shares, providing for the ability to convert to an open-end investment company, guaranteed distribution
plans, etc.), and briefly discuss the effects that these measures have or may have on the Registrant.

Response:
Disclosure required by Item 8(5)(d) is included in the Registration Statement beginning on page 42. The Registration Statement has been
revised to include a reference to this disclosure on page 22.

 5. On Page 37 of the Registration Statement, please clarify whether the voluntary management fee waiver
is expected to extend beyond June 30, 2024.

Response:
The Registration Statement will be revised to reflect the Staff’s comment.

 6. On the Signature Page, please include the signature of the Fund’s principal accounting officer
or comptroller, as required under Section 6 of the 1933 Act.

Response:
The Signature Page will be revised to reflect the Staff’s comment.

Accounting Comments

 7. Please include an Auditor Consent letter with the revised Form N-2 filing.

Response: The Fund will include
an Auditor Consent letter as an exhibit with its pre-effective amendment.

Alberto H. Zapata

Tony Burak

June 27, 2024

Page 3

 8. Please revise the disclosure under Item 25 as follows:

 a) please delete the reference to financial highlights for the fiscal year ended July 31, 2013.

 b) please include a reference to the Fund’s financial highlights for the semi-annual period ended December 31, 2023.

 c) please revise the references of dates of Financial Highlights to reflect Fund’s fiscal year end (i.e., June 30), and not
July 31.

 d) please incorporate by reference the Fund’s semi-annual report for the period ended December 31, 2023.

 e) consider deleting references to the Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, and
Notes to Financial Statements each for the period ended June 30, 2023, as duplicative of other materials incorporated by reference.

Response: The Registration Statement
will be revised to reflect the Staff’s comments.

Alberto H. Zapata

Tony Burak

June 27, 2024

Page 4

*	*	*

Please direct any questions concerning
this letter to my attention at 215.981.4181, or in my absence to John P. Falco of this office at 215.981.4659.

    Very truly yours,

    /s/ Theodore D. Edwards

    Theodore D. Edwards

 cc: Tom Morgan, CCO

John P. Falco, Esq.

Joseph A. Goldman, Esq.

CORRESP
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filename1.htm

Troutman Pepper Hamilton Sanders LLP

3000 Two Logan Square, Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

troutman.com

Theodore D. Edwards

215 981 4181

theodore.edwards@troutman.com

October
24, 2023

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn:
Alberto H. Zapata, Senior Counsel

  Re:

The Herzfeld Caribbean Basin Fund,
Inc. (the “Fund”)

  Registration
Statement on Form N-2

  1940 Act File No. 811-06445

  1933
Act File No. 333-274174

Dear
Mr. Zapata:

This
letter responds to the written comments of the staff of the Commission (the “Staff”) to the Fund’s Registration Statement
on Form N-2 (the “Registration Statement”) provided on September 22, 2023. The Registration Statement was filed on August
23, 2023 under the Securities Act of 1933, as amended (the “1933 Act”), and under the Investment Company Act of 1940, as
amended (the “1940 Act”). The Registration Statement relates to the registration, under the 1933 Act, of the proposed offering
by the Company of additional shares of common stock, par value $0.001 per share, on an immediate, delayed or continuous basis in reliance
on Rule 415 under the 1933 Act.

We
appreciate the opportunity to address the Staff’s comments regarding certain disclosure in the Registration Statement. We have
organized this letter by setting forth the Staff’s comments in italics followed by the Fund’s response to the Staff’s
comments.

I.
General Comments

A.
We note that the Registration Statement is missing information and exhibits and contains bracketed disclosures (e.g., the offering
table, fee table, offering terms, etc.). We may have comments on such portions when you complete them in any pre-effective amendment,
on disclosures made in response to this letter, on information supplied supplementally, or on exhibits filed in any pre-effective amendment.

Response:
The Fund expects to file a pre-effective amendment to the Registration Statement (the “Amendment”) that is substantially
complete except that
it will omit certain information related to the subscription price and other information dependent thereon in reliance on Rule 430A under
the Securities Act. The Fund will include the omitted information in a form of prospectus filed with the Commission pursuant to Rule
424(b) within fifteen daysafter the effective date of the registration statement in reliance on
Rule 430A(a)(3) under the Securities Act. The Fund understands that the Staff may have additional comments on disclosures made
in this response and in the Amendment.

Alberto H. Zapata

October 24, 2023

Page 2

B.
Please either confirm that the Rights Offer will not involve any arrangements among the Fund, any underwriters, and/or any broker
dealers or that FINRA has reviewed any proposed underwriting terms and other arrangements for the transaction described in the Registration
Statement and has no objections.

Response:
The Fund confirms that the Rights Offer will not involve any arrangements among the Fund, any underwriters, and/or any broker dealers.

C.
We note that footnote 2 to the fee table references investments in pooled investment vehicles that rely on the exclusions from the
definition of investment company in section 3(c)(1) or 3(c)(7) of the 1940 Act. Please explain supplementally whether the Fund invests
in such pooled vehicles and, if so, the extent of the Fund’s investments. We may have additional comments after reviewing your
response.

Response:
Although permitted to do so, the Fund does not currently invest in any pooled investment vehicles that rely on the exclusions from the
definition of investment company in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, and has no present intention to do so. The language
in footnote 2 is intended to track the definition of “acquired fund” in Form N-2, and not to imply that the Fund investments
in such vehicles as a principal investment strategy. The Fund does not have a principal investment strategy to invest in such pooled
investment vehicles and, accordingly, any such investment would be less than 5% of the Fund’s assets.

II.
Cover Page

A.
Please explain the Secondary Over-Subscription Privilege on the cover page.

Response:
There is only one over-subscription privilege; however the Fund has the option to issue additional shares to cover all or part of over
subscriptions. Accordingly, the Fund will revise the disclosure on the cover page as follows:

The
Herzfeld Caribbean Basin Fund, Inc. (the “Fund”) is issuing non-transferable rights the (“Rights”) to its stockholders
of record on [    ], 2023 (the “Record Date”), entitling the holders of Rights to subscribe for an aggregate of approximately
7,150,673 shares of the
Fund’s common stock (the “Offer”). Each stockholder of record on the Record Date will receive one Right for each full
share of the Fund’s common stock owned on the Record Date. The Rights will entitle the holders to purchase one share of the Fund’s
common stock, par value $0.001 per share (“Common Stock”) for every one Right held (the “Primary Subscription”).

Alberto H. Zapata

October 24, 2023

Page 3

Stockholders
of record on the Record Date who fully exercise their Rights in the Primary Subscription will be entitled to subscribe for additional
shares of Common Stock (“Over-Subscription Shares”), subject to the limitations set forth in this prospectus.

The
Fund may, but is not required to, issue up to an additional 200% of the number of shares issued in the Primary Subscription, or up to
14,301,346 additional shares of Common Stock, for an aggregate total of 21,452,019 shares of Common Stock, to fill, in whole or in part,
Over-Subscriptions.

B.
The cover page defines Over-Subscription Shares. On page 13, the Fund states that it may issue discretionary additional Common Shares
in an amount of up to 200% of the Primary Subscription Shares and that these shares are defined as Secondary Over-Subscription Shares.
Please clarify the disclosure on the Cover Page and throughout the Registration Statement as to the relationship between Primary Subscription
Shares, the Over-Subscription Privilege (defined on page 13), Over-Subscription Shares and Secondary Over-Subscription Shares. Please
clarify if the Pricing Date, Subscription Price, delivery dates of any notices and payments will be the same for the Primary Subscription
Shares, Over-Subscription Shares and Secondary Over-Subscription Shares. If not the same, please provide information about each subscription.

Response:
The Fund respectfully refers to its response to Comment II.A. In particular, what is referred to as the Secondary Over Subscription Privilege
is the ability of the Fund to issue additional shares to fill over subscription requests at the discretion of the Fund, and does not
entail a separate subscription process or indication of interest by a Stockholder on the Subscription Certificate. Stockholders will
indicate their willingness to participate in the Primary Subscription and subscribe for additional shares (“over subscribe”)
will do so in a single Subscription Certificate, and all shares will be subject to the same pricing and delivery terms and conditions,
as described in the Prospectus. Disclosure consistent with the Fund’s response to Comment II.A is included in the Amendment.

C.
The second paragraph of the cover page states that the Fund’s Common Stock is listed on the NASDAQ Capital Market. Please clarify
that only the Common Stock is so listed but not the Rights. Please also add the statement: “A Stockholder cannot trade the Rights
on the secondary market if he or she chooses not to exercise them.”

Response:
The requested revisions have been made in the Amendment.

Alberto H. Zapata

October 24, 2023

Page 4

D.
Please add the following in bold to the cover page:

The
Offering:

 ● will,
                                            to the extent Shares are sold at a price below NAV, substantially dilute the NAV of Shares
                                            owned by Stockholders who do not fully exercise their rights and purchase additional shares;

 ● may
                                            substantially dilute the voting power of Stockholders who do not fully exercise their Rights
                                            since they will own a smaller proportionate interest in the Fund upon completion of the Offer;

 ● may
                                            increase the discount at which the shares trade to NAV if the Subscription Price is set at
                                            a time when shares are trading at a discount to NAV;

 ● may
                                            cause the discount below NAV at which the Fund’s shares are currently trading to increase,
                                            especially if Rights holders exercising the Rights attempt to sell sizable numbers of shares
                                            immediately after such issuance; and

 ● Stockholders
                                            who choose to exercise their rights will not know the Subscription Price at the time they
                                            exercise their Rights because the Offer will expire (close) prior to the availability of
                                            the Fund’s NAV. Once a stockholder subscribes for shares of Common Stock and the Fund
                                            receives payment, the stockholder will not be able to rescind the subscription.

Response:
The requested revision has been made in the Amendment.

III.
Prospectus Summary

A.
The disclosure in the Prospectus Summary under the Offer subsection indicates that the Fund’s Board determined that the Offer
is in the best interests of the Fund and its existing stockholders and discloses the primary reasons for the Board’s conclusion.
However, it is not clear whether the Board considered alternatives, such as a transferable rights offering or a more limited/less dilutive
non-transferable rights offering. It is similarly unclear how the Board considered the dilutive impact to investors of the Offer. To
the extent that the Board considered these items, please revise to address.

Alberto H. Zapata

October 24, 2023

Page 5

Response:
The Fund advises the Staff that the Board considered a transferable rights offering, but determined such an offering would likely have
the same or a greater dilutive impact because it would require the Fund to incur additional offering expenses, including legal, underwriting,
brokerage, and listing expense among others. The Board also considered the subscription ratio of one right per common stock and the discretion
to issue additional shares by 200% of the shares available in the Primary Subscription and determined in the exercise of its business
judgment that the subscription ratio and the ability to issue additional oversubscription shares was reasonable in light of the information
provided by the Fund’s investment adviser and results of past rights offerings conducted by the Fund. Important to its consideration
is that the decision to issue additional over-subscription shares would necessarily be determined in close temporal proximity to the
close of the subscription period and at the time the Board would consider the actual dilutive impact of the rights offering as well as
the potential dilutive impact of issuing additional over-subscription shares. In determining that the Offering was would result in a
net benefit to existing Stockholders, the Board found that the benefits of increasing the Fund’s assets outweighed the potential
dilutive effect of the Offering. The Fund notes that, because the Rights are offered equally to all of the Fund’s stockholders,
the Offering is consistent with SEC policy against issuing securities “containing inequitable or discriminatory provisions,”
or failing to “protect the preferences and privileges of the holders of their outstanding securities” as provided in Section
1(b)(3) of the 1940 Act. The Amendment will reflect the Board’s considerations.

B.
The Important Terms of the Offer table includes description of the Primary Subscription only. Please add related information to cover
the Over-Subscription Shares and Secondary Over-Subscription Shares.

Response:
The Amendment will include information related to the Over-Subscription Shares. As discussed in response to Comment II.A, what are referred
to as the Secondary Over-Subscription Shares are merely shares that may be issued by the Fund, in its discretion, to meet
over-subscription requests, and do not entail a separate subscription or indication of interest.

Alberto H. Zapata

October 24, 2023

Page 6

C.
Key Elements of the Offer. The Fund includes disclosure about the dilutive effects of not participating in the Offer. Please also
add this information to the cover page of the prospectus.

Response:
The requested revisions have been made in the Amendment in response to the Staff’s comment II.D.

D.
Information Regarding the Fund. The Fund lists the Caribbean Basin Countries in which it can invest. Please add disclosure stating
which Caribbean Basin Countries the Fund currently invests in.

Response:
The requested revision has been made in the Amendment.

IV.
Fee Table

Please
confirm that the total annual expense ratio is calculated assuming the Offer will be fully subscribed. Please include disclosure that
if the Fund issues fewer shares in the Rights offering, the operating expense ratio would increase.

Response:
The Fund confirms that the fee table in the Amendment, including the Total Annual Expense Ratio, will be calculated assuming that the
Offer will be fully subscribed (i.e., that the Primary Subscription and Over Subscription are fully subscribed). The Amendment will include
disclosure that if the Fund issues fewer shares in the Rights offering, the operating expense ratio would be higher.

V.
Financial Highlights

A.
Please update the financial statement and financial highlights to reflect the most recent audited period for the fiscal year ended
June 30, 2023.

Response:
The requested revision has been made in the Amendment.

B.
In the Financial Highlights on page 10 and on page 58, and Item 25 of the Registration Statement, the Fund states that the Annual
Report is incorporated by reference. Please include hyperlinks to the Annual Report at each instance where it is cited.

Response:
The requested revision has been made in the Amendment.

Alberto H. Zapata

October 24, 2023

Page 7

C.
 Please update the auditor’s consent to reflect the June 30, 2023, financial statements and financial highlights of the Fund.

Response:
The requested revision has been made in the Amendment.

VI.
The Offering

A.
(p. 13) The Fund states on page 13 that in its sole discretion the Fund may issue additional Common Shares in an amount of up to 200%
of the Primary Subscription Shares (the “Secondary Over-Subscription Shares”). Please clarify the disclosure regarding the
mechanics of increasing the number of shares subject to subscription. How will Shareholder be informed about their over-subscription
privileges? Will it occur after the Primary Subscription has been completed? Please clarify that if a Shareholder indicates on the Subscription
Certificate that they will be exercising subscription rights fully in the Primary Subscription, then such Shareholders will also have
an opportunity to indicate on the Subscription Certificate if they are willing to acquire additional shares pursuant to the Over-Subscription
Privilege. Please revise as applicable.

Response:
The Fund respectfully refers the Staff to its response to comment II.A. Stockholders will indicate their willingness to participate in
the Primary Subscription and Over Subscription on a single Subscription Certificate, and all shares will be subject to the same pricing
and delivery terms and conditi

CORRESP
1
filename1.htm

    Troutman Pepper Hamilton Sanders LLP

    3000 Two Logan Square, Eighteenth and Arch Streets

    Philadelphia, PA 19103-2799

    troutman.com

    John P. Falco

    D 215.981.4659

    john.falco@troutman.com

June 25, 2021

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Alberto H. Zapata, Senior Counsel

 Re: The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)

Registration Statement on Form N-2

1940 Act File No. 811-06445

1933 Act File No. 333-255265

Dear Mr. Zapata:

This letter responds to the oral comment of the staff
of the Commission (the “Staff”) to the Fund’s Registration Statement on Form N-2 (the “Registration Statement”)
provided on May 28, 2021. The Registration Statement was filed on April 15, 2021 under the Securities Act of 1933, as amended (the “1933
Act”), and under the Investment Company Act of 1940, as amended (the “1940 Act”). The Registration Statement relates
to the registration, under the 1933 Act, of the proposed offering by the Company of additional shares of common stock, par value $0.001
per share on an immediate, delayed or continuous basis in reliance on Rule 415 under the 1933 Act.

We appreciate the opportunity to address the Staff’s
comment regarding certain disclosure in the Registration Statement. We have organized this letter by setting forth the Staff’s comments
in italics followed by the Fund’s response to the Staff’s comment.

Comment: With respect
to the Staff’s previous comment regarding the appropriateness of the Fund’s ticker symbol, the Staff has reviewed the Fund’s
response and requests more detailed analysis regarding the Fund’s use of the ticker. In addition, please disclose whether the Fund’s
Board of Directors have been apprised of the Staff’s comment and the Fund’s response thereto.

    Alberto H. Zapata

    June 25, 2021

    Page 2

Response: The Fund has considered the
Staff’s comment and believes that the Fund’s use of the ticker symbol “CUBA” continues to be appropriate for the
reasons set forth below.

(i) Limited Purpose -- A trading symbol or “ticker”
is provided by an exchange for the limited purpose of identifying the company’s security in authorized quotation and trading systems.
It is simply a sequence of letters that identify a company’s securities in order to facilitate trading. A ticker is not intended
to be a medium for disclosing information about a security or its issuer. A ticker is not a medium for fulfilling disclosure or information
delivery requirements of the Securities Act of 1933, Securities Exchange Act of 1934 or the Investment Company Act of 1940.

(ii) Continuous Use -- The Fund’s ticker symbol
CUBA has been used by the Fund since its initial exchange listing in 1994. To date, the Fund is not aware of any investor relying solely
on the ticker symbol for information regarding the Fund’s investment objective, policies, strategies, risks, or management. Rather,
in over 26 years of use, the Fund believes the Fund’s ticker is widely known to refer to The Herzfeld Caribbean Basin Fund.

(iii) Available Public
Information -- The Fund is required to publicly disclose detailed information on the Fund’s investment objective, policies, strategies,
risks, and management, among other things, in the Fund’s registration statement on Form N-2 under the 1933 Act. In addition, the
Fund is required to issue periodic reports under the 1940 Act that publicly disclose semi-annual and annual shareholder reports with financial
statements (Form N-CSR) and publicly disclose the Fund’s complete schedule of portfolio holdings on a quarterly basis (Forms N-CSR
and Form N-PORT). Especially relevant to the Staff’s comment, the Fund’s registration statement states prominently and repeatedly
that “investment in Cuban securities or any investment in Cuba directly or indirectly is currently prohibited under U.S.
law.” In light of the extensive publicly available information required by the disclosure and reporting requirements of the 1933
and 1940 Acts, the Fund does not believe a reasonable investor would be misled by the Fund’s ticker symbol. In short, an investor
that relied solely on the Fund’s ticker (or on the ticker of any publicly offered or traded security for that matter) in making
their investment decision would not be acting reasonably.

    Alberto H. Zapata

    June 25, 2021

    Page 3

Nonetheless, to address the Staff’s comment,
the Fund will revise the cover page of the Prospectus to include the following statement:

Notwithstanding
our ticker symbol “CUBA,” U.S. law currently prohibits U.S. persons including the Fund from investing in Cuban securities
or investing in Cuba directly or indirectly.

As requested by the Staff, Fund management has, prior
to submitting this letter, informed the Board of Directors of the Staff’s comments and the Fund’s response thereto.

* * *

Please direct any questions concerning
this letter to my attention at 215-981-4659, or in my absence to John M. Ford of this office at 215.981.4009.

    Very truly yours,

    /s/John P. Falco

    John P. Falco

cc: Tom Morgan, CCO

April 22, 2021
BY EMAIL

John P. Falco, Esq. Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, Pennsylvania 19103-2799   Re: The Herzfeld Caribbean Basin Fund, Inc.   Registration Statement on Form N-2
   Filing No.: 333-255265

Dear Mr. Falco:
The staff has reviewed the above-referenced initial registration statement, which the
Commission received on April 15, 2021.  Based on our review, we have the following comments.  Capitalized terms have the same meaning as defined in the registration statement.

1. General Comments

a. Going forward, please provide a cover letter introducing the filing and providing
specifics concerning the reason for making the filing.
 b. Several pages of the prospectus contain blanks for missing disclosure, such as the fee
table.  Please insure that all missing information is included in a pre-effective amendment.
c. Many of the comments below address disclosure related to the Fund’s recent adoption of
a Self-Tender Policy.  In addition to these comments, please review the Guides to Form N-2 – particularly Guide 2, which provides extensive guidance on repurchase policy disclosures - and ensure that the Fund’s disclosure is comprehensive with respect to these policies.

d. Please confirm that the Fund intends to rely on section 23(c)(2) of the 1940 Act and rule
13e-4 under the 34 Act in connection with any tender offers.  Also, clarify whether the Fund in addition intends to conduct a repurchase program according to rule 23c-3 under the 1940 Act.

John P. Falco, Esq.
Troutman Pepper Hamilton Sanders LLP April 22, 2021 Page 2 of 5
2. Cover Page

a. Please explain why the fund ticker symbol “CUBA” is not misleading given that the
Fund’s portfolio more broadly includes equity and equity-linked securities of Caribbean Basin Companies and does not have any direct investments in Cuban companies.

b. Please add brief risk summaries covering risks associated with the Fund’s employment of
leverage.  Also, cross-reference sections of the prospectus that discuss the Fund’s share repurchase policies and the attendant risks.

c. Rule 498(b)(1)(vii) requires specified legends which the registrant attempts to summarize
on the cover page.  Please instead provide the specific legends required by the rule and reiterated in Item 1.1.l. of Form N-2 and provide all required information.  Please note that if relying on the rule before January 1, 2022, the registrant is required to provide two years of notice to shareholders before relying on the rule.  As such, if the registrant intends to so rely on the rule please confirm that this disclosure has been provided to shareholders.
d. Per Item 2.3., provide the legend concerning dealer prospectus delivery obligations on the
back cover or explain why it is not needed.

3. Prospectus Summary

a. In the second paragraph of this section, please update the periodic reports available for
shareholder reference to include the most recent Semi-Annual Report.
 b. Investment Focus.  The third paragraph of this subsection discusses investments in Cuban
securities and in Cuba directly.  Given that the Fund has no current investments in Cuba, please make this disclosure less prominent by shortening the discussion and moving much of the disclosure to the investment objective and policies section beginning on page 12.

c. Summary Risk Factors and Special Considerations .  Please add summary risk disclosure
related to the Fund’s Self-Tender Policy and other share repurchase programs.  Also, include fuller discussions of such risks in the non-summary section containing the Fund’s risk disclosures beginning on page 18.  Include the potential tax consequences of share repurchases and related portfolio security sales to investors and to the Fund.  Please also discuss the effect that share repurchase offers and related financings might have on expense ratios and on portfolio turnover.  See Guidelines to Form N-2, Guide 2.

d. Please provide total dollar custodian and transfer agent annual fees or the method for
calculating such fees.

John P. Falco, Esq.
Troutman Pepper Hamilton Sanders LLP April 22, 2021 Page 3 of 5
4. Financial Highlights

Please provide the financial highlight information required by Item 4 of Form N-2.

5. Proxy Voting Policies and Procedures

Please include a reference in the prospectus to the Fund’s and the Adviser’s appended proxy voting policies and procedures.
6. Share Repurchase and Tender Offers

a. (p. 36) With respect to tender offers, disclose when the purchase price will be
determined.  The prospectus should also disclose that: (1) when a tender offer is made, notice will be provided describing the terms of the tender offer; and (2) the notice will contain information shareholders should consider in deciding whether or not to participate in the tender offer (including the existence and amount of any repurchase fee that may be charged) and detailed instructions on how to tender shares.  See Guide 2 to
Form N-2.

b. (p. 36) The registrant states that the Fund may incur debt to finance repurchases and
tenders.  Please address this fact and more fully develop the discussion of this financing mechanism in the principal risks discussion earlier in the prospectus.

c. (p. 37) The Fund states that the Self-Tender Policy was suspended by the Board due to
the impacts of the COVID-19 pandemic on the Fund’s share price and securities markets generally.  Please disclose the factors that would preclude a share repurchase in the future.
d. Please discuss the other fiduciary factors and board considerations outlined in Guide 2 to
Form N-2 concerning share repurchases.
 7. Plan of Distribution  (p.43)

The Fund states “[u]nder agreements that we may enter, underwriters, dealers and agents who participate in the distribution of shares of our securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities.”  The Fund states that the prospectus supplement will describe the terms of such indemnification.  The current form of prospectus supplement does not contain such description.  Please confirm that the prospectus supplement will address this indemnification issue in accord with Item 5.4. of Form N-2.

John P. Falco, Esq.
Troutman Pepper Hamilton Sanders LLP April 22, 2021 Page 4 of 5
8. Fundamental Policies

Please redraft the disclosure concerning the Fund’s investment policies, making clear through headings and narrative which of the Fund’s policies are fundamental.  Confirm that all the information is provided as required by Item 8.2.C. and – given that the Fund has chosen not to include an SAI with the registration statement – Item 17.2.a-i of Form N-2.

9. Incorporation By Reference

Please provide hyperlinks for all documents filed on EDGAR that are incorporated by reference on page 52 in accordance with rule 411 under the Securities Act and rule 0-4 under the Investment Company Act.

10. Part C

Please hyperlink to a finalized certificate of common stock rather than the form of specimen certificate of common stock currently linked as part of the exhibits required per Item 25.2.d.

We remind you that the registrant and its management are responsible for the accuracy
and adequacy of their disclosure, notwithstanding any review, comments, action or absence of action by the staff.
Responses to these comments should be made in a letter to me filed over the EDGAR
system and in pre-effective amendments to the registration statement.  If you believe that you do not need to make changes to the registration statement in response to a comment, please indicate that in the letter and explain the basis for your position.
Although we have completed our initial review of the registration statement, the
registration statement will be subject to further review after our preliminary comments are resolved.  Therefore, please be advised that we may make additional comments on the registration statements and any additional amendments to them.

John P. Falco, Esq.
Troutman Pepper Hamilton Sanders LLP April 22, 2021 Page 5 of 5     If you have any questions, please call me at (202) 551-6929.  Additionally, copies of documents or letters filed on EDGAR may be emailed to me at zapataa@sec.gov.

Sincerely,  /s/  Alberto H. Zapata Senior Counsel Disclosure Review and Accounting Office
cc: Andrea Ottomanelli Magovern, Assistant Director  Sumeera Younis, Branch Chief

June 4, 2018
BY EMAIL

John P. Falco, Esq. Pepper Hamilton LLP 3000 Two Logan Square Philadelphia, Pennsylvania 19103-2799   Re: The Herzfeld Caribbean Basin Fund, Inc.   Registration Statement on Form N-2
   Filing No.: 333-224685

Dear Mr. Falco:
The staff has reviewed the above-referen ced initial registration statement, which the
Commission received on May 4, 2018.  Based on our review, we have the following comments.  Capitalized terms have the same meaning as  defined in the registration statement.

1. General Comments

a. Several pages of the prospectus contain blanks for missing disclosure, such as the fee
table.  Please insure that all missing inform ation is included in a pre-effective amendment
responding to these comments.

b. Please confirm in your response letter that FINRA has reviewed the proposed
underwriting terms and arrangements for the transactions described in the registration statement, including the amount of compensa tion to be allowed or paid to the
underwriters and any other arrangements among the Fund, the underwriter, and other broker dealers participating in the distribution, and that FINRA has issued a statement expressing no objections to the compensation and other arrangements.

2. Registration Statement Cover Page

Please confirm supplementally that the “Amount Being Registered” in the “Calculation of Registration Fee under the Securities Act of 1933” table will include all shares that may be issued as part of the Underwriters’ over -allotment option.

John P. Falco, Esq.
Pepper Hamilton LLP June 4, 2018 Page 2 of 3
3. Cover Page

The form of prospectus supplement filed with  this registration statement contains a
proposed offering table on the cover page.  P lease modify the table to include the term
“Sales L oad” so that readers can associate the cover page sales load information with the
corresponding term in the fee table.  See Item 1.g. of Form N-2.

4. Fee Table

Please remove the line item for acquired fun d fees and expenses and companion footnote
3 given that no such expenses were incurred.
5. Financial Highlights

(p. 9)  Please provide the full name of the fund’s new auditor upon  first use.

6. Ownership of the Fund by Directors

(p. 28)  Please provide ranges of ownership and aggregate beneficial ownership as of the
end of the most recently completed calendar year.  See Instruction 1 to Items 18.7. and
18.8. of Form N-2.

7. Plan of Distribution  (p.40)

a. Please disclose the amount of the sales load as a percentage of the public offering price in
accordance with Item 5.3. of Form N-2.

b. The Fund states “[u]nder agreements that we may enter, underwriters, dealers and agents
who participate in the distribution of shar es of our securities may be entitled to
indemnification by us against certain liabiliti es, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities.”  Plea se add additional detail describing such
indemnification provisions in accord with Item 5.4. of Form N-2.
8. Part C

Auditor’s Consent .  The Fund includes an auditor’s consent dated May 4, 2018.  Plea se
confirm that the Fund will file an auditor’s consent that is no more than 30 days old at the
time of acceleration.

John P. Falco, Esq.
Pepper Hamilton LLP June 4, 2018 Page 3 of 3
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

Responses to these comments should be made in a letter addressed to me and filed
through the EDGAR system and in pre-effective am endments to the registration statement.  If
you believe that you do not need to make changes to  the registration statement in response to a
comment, please indicate that in the letter and explain the basis for your position.
 Although we have completed our initial review of the registration statement, the
registration statement will be subject to further review after our preliminary comments are resolved.  Therefore, please be advised that we may make additional comments on the registration statement and any additional amendments to it.  After resolution of all disclosure issues, an appropriate request from the registrant must be made for acceleration of the effective
date of the registration statement, as amended.

 If you have any questions, please call me at (202) 551-6929.  Additionally, copies of
documents or letters filed on EDGAR may be emai led to me at zapataa@sec.gov or transmitted
by facsimile to (202) 772-9285.  Any mail or deliver ies should include a reference to zip code
20549-8629.

Sincerely,  /s/  Alberto H. Zapata Senior Counsel Disclosure Review and Accounting Office

CORRESP
1
filename1.htm

The Herzfeld Caribbean Basin Fund, Inc.

119 Washington Avenue, Suite 504

Miami Beach, FL 33139

(305) 271-1900

Rule 461(a) Acceleration Request

June 8, 2018

VIA EDGAR

Filing Desk

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: The Herzfeld Caribbean Basin Fund, Inc.

Pre-Effective Amendment No. 1 to Shelf Registration Statement on Form N-2

File Nos. 333-224685 and 811-06445

Request for Acceleration of Effective Date

Dear Mr. Zapata:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “1933 Act”), The Herzfeld Caribbean Basin Fund, Inc. (the “Registrant”) hereby
requests that the Commission declare the Registrant’s Pre-Effective Amendment No. 1 to its Registration Statement on Form
N-2, effective on June 11, 2018 or as soon as practicable thereafter.

You may direct any questions or comments concerning
this request to John P. Falco, Esq. of Pepper Hamilton LLP (215) 981-4659 or, in his absence, to John M. Ford at (215) 981-4009.

    THE HERZFELD CARIBBEAN BASIN FUND, INC.

    By:
    /s/ Reanna J. M. Lee

    Reanna J. M. Lee, Secretary and Treasurer

CORRESP
1
filename1.htm

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

215.981.4000

Fax 215.981.4750

John P. Falco

direct dial: (215) 981- 4659

direct fax: (866) 422 - 2114

falcoj@pepperlaw.com

June 8, 2018

        U.S. Securities and Exchange Commission

        Division of Investment Management

        100 F Street, NE

        Washington, D.C. 20549

        Attn: Alberto Zapata, Senior Counsel

    Re:

        The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)

        1940 Act File No. 811-06445

        1933 Act File No. 333-224685

Dear Mr. Zapata:

This letter responds to the written comments of
the staff of the Commission (the “Staff”) to the Fund’s Registration Statement on Form N-2 (the “Registration
Statement”) provided on June 4, 2018. The Registration Statement was filed on May 4, 2018 under the Securities Act of 1933,
as amended, and under the Investment Company Act of 1940, as amended. The Registration Statement relates to the registration, under
the 1933 Act, of the proposed offering by the Company of additional shares of common stock, par value $0.001 per share on an immediate,
delayed or continuous basis in reliance on Rule 415 under the 1933 Act.

We appreciate the opportunity to address
the Staff’s comments regarding certain disclosure in the Registration Statement. We have organized this letter by setting
forth the comments received in italicized text followed by the Fund’s response to the Staff’s comments.

*	*	*

 1. General Comments

 a) Several pages of the prospectus contain blanks for missing disclosure, such as the fee table. Please insure that all missing
information is included in a pre-effective amendment responding to these comments.

U.S. Securities and Exchange Commission

June 8, 2018

Page 2

Response: Confirmed. To the extent available,
all missing information has been included in the pre-effective amendment filed with the Commission. Information not included will
be provided in a prospectus supplement applicable to a particular offering of shares registered in the Registration Statement.

 b) Please state in your response letter whether FINRA will or has reviewed the proposed underwriting terms and arrangements
of the transaction involved in the registration statement.

Response: To the extent an offering of the securities
registered under this registration statement involves a FINRA member any such underwriting terms or arrangements will be provided
to FINRA for its review.

 2. Registration Statement Cover Page

Please confirm supplementally that the “Amount Being
Registered” in the “Calculation of Registration Fee under the Securities Act of 1933” table will include all
shares that may be issued as part of the Underwriters’ over-allotment option.

Response: Confirmed.

 3. Cover Page

The form of prospectus supplement filed with this registration
statement contains a proposed offering table on the cover page. Please modify the table to include the term “Sales Load”
so that readers can associate the cover page sales load information with the corresponding term in the fee table. See Item 1.g.
of Form N-2.

Response: The form of prospectus supplement
has been revised to reflect the Staff’s comment.

 4. Fee Table

Please remove the line item for acquired fund fees and
expenses and companion footnote 3 given that no such expenses were incurred.

Response: The Prospectus has been revised to
reflect the Staff’s comment.

 5. Fee Table

(p. 9) Please provide the full name of the fund’s new auditor
upon first use.

Response: The Prospectus has been revised to
reflect the Staff’s comment.

U.S. Securities and Exchange Commission

June 8, 2018

Page 3

 6. Ownership of the Fund by Directors

(p. 28) Please provide ranges of ownership and aggregate
beneficial ownership as of the end of the most recently completed calendar year. See Instruction 1 to Items 18.7. and 18.8. of
Form N-2.

Response: The Prospectus has been revised to
reflect the Staff’s comment.

 7. Plan of Distribution

a. Please disclose the amount of the sales load as a percentage
of the public offering price in accordance with Item 5.3. of Form N-2.

Response: The Prospectus has been revised to
state that a prospectus supplement or supplements will describe the terms of the offering of the securities, including the amount
of the sales load, if any, as a percentage of the public offering price.

b. The Fund states “[u]nder agreements that we may
enter, underwriters, dealers and agents who participate in the distribution of shares of our securities may be entitled to indemnification
by us against certain liabilities, including liabilities under the Securities Act, or contribution with respect to payments that
the agents or underwriters may make with respect to these liabilities.” Please add additional detail describing such indemnification
provisions in accord with Item 5.4. of Form N-2.

Response: The Prospectus has been revised to
state that a prospectus supplement or supplements will describe the terms of such indemnification provisions, if any.

 8. Part C

Auditor’s Consent. The Fund includes an auditor’s
consent dated May 4, 2018. Please confirm that the Fund will file an auditor’s consent that is no more than 30 days old
at the time of acceleration.

Response: Confirmed. An Auditor’s Consent
has been included in the pre-effective amendment filed with the Commission.

*	*	*

U.S. Securities and Exchange Commission

June 8, 2018

Page 3

Please direct any
questions concerning this letter to my attention at 215-981-4659, or in my absence to John M. Ford of this office at 215.981.4009.

    Very truly yours,

    /s/ John P. Falco

    John P. Falco

        cc:

Reanna
Lee, Esq.

        John M. Ford, Esq.

CORRESP
1
filename1.htm

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

215.981.4000

Fax 215.981.4750

John P. Falco

direct dial: (215) 981- 4659

direct fax: (866) 422 - 2114

falcoj@pepperlaw.com

June 8, 2018

        VIA EDGAR

        Filing Desk

        U.S. Securities and Exchange Commission

        100 F Street, NE

        Washington, DC 20549

    Re:

        The Herzfeld Caribbean Basin Fund, Inc.

        Investment Company Act of 1940 File No. 811-06445

        1933 Act File No. 333-224685

Ladies and Gentlemen:

On behalf of the Herzfeld Caribbean Basin
Fund, Inc. (the “Company”), and in accordance with the requirements of the Securities Act of 1933, as amended (the
“1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), electronically transmitted
herewith is Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form N-2 (the “Amendment”)
with respect to the proposed offering by the Company of additional common shares of beneficial interest, par value $.001 per share
(the “Shares”) on an immediate, delayed or continuous basis in reliance on Rule 415 under the 1933 Act. The Company
is registering $88,000,000 of Shares.

The Amendment is being filed in order to
respond to comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities
and Exchange Commission on June 4, 2018 regarding the above-referenced Registration Statement, make such other changes as the Company
has deemed appropriate and file any remaining exhibits.

In accordance with Rule 111 under the 1933
Act, the Company paid a registration fee of $10,956 in connection with the initial filing of the Registration Statement.

Concurrently with the filing of the Amendment,
the Company expects to submit in writing to the Staff of the Commission a request for the acceleration of effectiveness of the
Registration Statement.

U.S. Securities and Exchange Commission

Page 2

June 8, 2018

Please direct any questions concerning
this letter to my attention at 215.981.4659 or, in my absence, to John M. Ford, Esq. of this office at 215.981.4009.

    Very truly yours,

    /s/ John P. Falco

    John P. Falco

 cc: John M. Ford, Esq.

Reanna Lee, Esq.

CORRESP
1
filename1.htm

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA  19103-2799

215.981.4000

Fax 215.981.4750

John M. Ford

direct dial: 215.981.4009

direct fax: 215.981.4750

fordjm@pepperlaw.com

November 24, 2015

Via EDGAR Correspondence

Division of Investment Management

Office of Disclosure and Review

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Attn: Kathy Churko

Re:
The Herzfeld Caribbean Basin Fund, Inc.

1940 Act File No. 811-06445 and

1933 Act File No. 333-202213

Dear Ms. Churko:

On behalf of The Herzfeld Caribbean Basin Fund, Inc. (“Fund”), this letter is being filed with the U.S. Securities and Exchange Commission (“Commission”) via EDGAR Correspondence to respond to oral comments provided by you on October 27, 2015 in connection with the Commission staff’s (“Staff”) review of the annual report (“Form N-CSR”) of the Fund as of June 30, 2015 pursuant to Section 408 of the Sarbanes-Oxley Act of 2002.

The Fund appreciates the opportunity to address the Staff’s comments. Set forth below are the Staff’s comments with respect to the Fund’s annual report in italicized text followed by the Fund’s response to each comment.

*            *            *

1.

The Geographic Allocation table on page 8 indicates that 53.97% of the Fund’s investments were in the U.S. Please confirm that the Fund invests at least 80% of its total assets in equity and equity-linked securities of “Caribbean Basin Companies,” as defined in the Fund’s prospectus.

Response: The Fund confirms that its holdings as disclosed in Form N-CSR meet such criteria. The Fund’s prospectus defines “Caribbean Basin Companies” as “companies, including U.S.-based companies, (i) whose securities are traded principally on a stock exchange in a Caribbean Basin Country, (ii) that have at least 50% of the value of their assets in a Caribbean Basin Country or (iii) that derive at least 50% of their total revenue from a Caribbean Basin Country.” The Fund’s prospectus further defines a “Caribbean Basin Country” as including, “among others, Cuba, Jamaica, Trinidad and Tobago, the Bahamas, the Dominican Republic, Barbados, Aruba, Haiti, the former Netherlands Antilles, the Commonwealth of Puerto Rico, Mexico, Honduras, Guatemala, Belize, Costa Rica, Panama, Colombia, the United States and Venezuela.”

Boston

Washington, D.C.

Los Angeles

New York

Pittsburgh

Detroit

Berwyn

Harrisburg

Orange County

Princeton

Silicon Valley

Wilmington

www.pepperlaw.com

Division of Investment Management

Office of Disclosure and Review

U.S. Securities and Exchange Commission

November 24, 2015

Page 2

2.

The Statement of Assets and Liabilities includes a line item for “Accrued investment advisor fee (Note 4)” in the amount of $153,986. Note 4 indicates that the fee is charged monthly. The amount of the payable appears to exceed the amount expected to be accrued for a single month. Please discuss the advisory fee accrual and payment process and indicate when the payable disclosed in the Statement of Assets and Liabilities was satisfied.

Response: The fee is currently being accrued monthly and paid quarterly. The accrued investment adviser fee of $153,986 represents a payable to the Fund’s investment adviser for the three month period ended June 30, 2015. The accrued expense was satisfied in full on July 2, 2015.

3.

The Statement of Assets and Liabilities includes a line item for “Other payables.” Please confirm that this does not include amounts payable to the Fund’s officers and directors, which should be stated separately per Item 6.04 for Reg. S-X.

Response: Confirmed. “Other payables” does not include amounts payable to the Fund’s officers and directors.

4.

The chart contained in Note 2 with respect to Security Valuation should be revised in future reports to include a meaningful classification of the securities within each valuation input hierarchy, such as equity securities by industry sector, geographical region or other appropriate classification.

Response: Subsequent reports to shareholders will address the Staff’s comment.

5.

With respect to the chart contained in Note 2 describing qualitative information about Level 3 Fair Value Measurements, please discuss (i) the reason for presenting “Selected Value” rather than “Weighted Average Value” information in the final column of the table; and (ii) the methodology on which the 20% discount for lack of liquidity was selected based on the disclosed range of 1%-20%.

Division of Investment Management

Office of Disclosure and Review

U.S. Securities and Exchange Commission

November 24, 2015

Page 3

Response: With respect to the first line item in the chart, Selected Value was used rather than Average Weighted Value (“AWV”), because of the inability to determine AWV due to limited transparency of the issuer and lack of timely reporting regarding the amount and price of private market offerings and transactions made by the issuer. With respect to the second line item, the Selected Value was based on a liquidity discount applied to a precedent market price and therefore AWV was not used. The liquidity discount was determined by the Fund’s Board based on the recommendation of the Fund’s investment adviser. The investment adviser recommended a discount based on a number of factors after the Fund was informed that the security was not trading on its primary market and no bid price was available. The investment adviser initially recommended, and the Board approved, a liquidity discount in 2014; however, as the security continued to trade thinly and sporadically, and there remained a lack of information from the issuer or its primary exchange, it was determined to apply a larger liquidity discount. The Fund’s investment adviser monitors the security and the Board reviews and ratifies the investment adviser’s pricing recommendation at each of its quarterly meeting.

6.

The table of Directors and Officers of the Fund on page 28 does not disclose in the “Principal Occupation(s) During Past 5 Years” column that Ms. Gondor served as Secretary and Treasurer of the Fund during prior periods.

Response: Ms. Gondor’s prior service as Secretary and Treasurer of the Fund were not her principal occupation during the period. As such, those positions are not included in the table. We note that the table does include a footnote indicating that Ms. Gondor previously served as an officer of the Fund.

*            *            *

We hope that this response addresses the Staff’s comments. This letter incorporates by reference the “Tandy Letter” signed by an officer of the Fund and attached hereto as Exhibit A.

Division of Investment Management

Office of Disclosure and Review

U.S. Securities and Exchange Commission

November 24, 2015

Page 4

If you have any further questions, please contact the undersigned at 215.981.4009.

Sincerely,

/s/ John M. Ford

John M. Ford

Partner

cc:
Mr. Thomas J. Herzfeld, President of The Herzfeld Caribbean Basin Fund, Inc.

Ms. Reanna J.M. Lee, Treasurer of The Herzfeld Caribbean Basin Fund, Inc.

EXHIBIT A

The Herzfeld Caribbean Basin Fund, Inc.

119 Washington Avenue

Suite 504

 Miami Beach, FL 33139

November 24, 2015

Division of Investment Management

Office of Disclosure and Review

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Attn: Kathy Churko

Re:
The Herzfeld Caribbean Basin Fund, Inc.

1940 Act File No. 811-06445

1933 Act File No. 333-202213

Dear Ms. Churko:

In connection with the The Herzfeld Caribbean Basin Fund, Inc.’s (the “Fund) response to oral comments provided by you on October 27, 2015 in connection with the Commission staff’s (“Staff”) review of the annual report of the Fund as of June 30, 2015 pursuant to Section 408 of the Sarbanes-Oxley Act of 2002, the Fund is providing the following, as instructed:

The Fund acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its financial statements, (ii) Commission staff comments or changes to disclosure in response to staff comments in its financial statements reviewed by the staff do not foreclose the Commission from taking any action with respect to the financial statements, and (iii) the Fund may not assert staff comments with respect to the financial statements as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions concerning this letter to John M. Ford, of Pepper Hamilton LLP, counsel to the Fund at 215.981.4009.

Very truly yours,

/s/ Thomas J. Herzfeld

Mr. Thomas J. Herzfeld

President of The Herzfeld Caribbean Basin Fund, Inc.

cc:
Ms. Reanna J.M. Lee, Treasurer of The Herzfeld Caribbean Basin Fund, Inc.

John M. Ford, Esq.

CORRESP
1
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The Herzfeld Caribbean Basin Fund, Inc.

119 Washington Avenue, Suite 504

Miami Beach, FL 33139

(305) 271-1900

October 29, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE Washington, D.C. 20549

Attn: Alberto Zapata, Senior Counsel

Re:

The Herzfeld Caribbean Basin Fund, Inc.

Post-Effective Amendment No. 3 to Shelf Registration Statement on Form N-2

File Nos. 333-202213 and 811-06445

Request for Acceleration of Effective Date

Dear Mr. Zapata:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, The Herzfeld Caribbean Basin Fund, Inc. (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) declare Post-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-2 effective at 8:00 a.m., Eastern time, on Monday, November 2, 2015, or as soon as practicable thereafter.

With respect to our request for acceleration, the Registrant acknowledges that:

·
Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·
The action of the Commission or staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·
The Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may direct any questions or comments concerning this request to John P. Falco, Esq. of Pepper Hamilton LLP (215) 981-4659 or, in his absence, to John M. Ford, Esq. (215) 981-4009.

THE HERZFELD CARIBBEAN BASIN FUND, INC.

By:

/s/ Reanna J. M. Lee

Reanna J. M. Lee, Secretary and Treasurer

CORRESP
1
filename1.htm

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA  19103-2799

215.981.4000

Fax 215.981.4750

John P. Falco

direct dial:  (215) 981- 4659

direct fax:  (866) 422 - 2114

falcoj@pepperlaw.com

October 29, 2015

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Attn:  Alberto Zapata, Senior Counsel

Re:
The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)

1940 Act File No. 811-06445

1933 Act File No. 333-202213

Dear Mr. Zapata:

This letter responds to the oral comments of the staff of the Commission (the “Staff”) to Post-Effective Amendment No. 2 ("PEA 2") to the Fund’s registration statement on Form N-2 (the “Registration Statement”) provided on October 27, 2015. PEA 2 was filed on October 19, 2015 under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended (the “1940 Act”).

We appreciate the opportunity to address the Staff’s comments regarding certain disclosure in PEA 2.  We have organized this letter by setting forth the comments received in italicized text followed by the Fund’s response to the Staff’s comments.

*            *            *

1.

On the facing sheet of the Amendment, consider deleting the last sentence of footnote 1 to the table regarding calculation of the registration fee.

Response: As discussed with the Staff, subsequent post-effective amendments to the registration statement will not include the reference to Rule 416, however, the remaining language in that sentence will be retained.

2.
In the response letter to the Staff, state that information regarding stockholder transaction expenses will be updated in each prospectus supplement filed in connection with the shelf registration statement.

U.S. Securities and Exchange Commission

October 29, 2015

Page 2

Response: Confirmed.  Information regarding stockholder transaction expenses will be updated in each prospectus supplement filed in connection with the shelf registration statement.

3.
Delete the section “CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS” as the safe harbor in Section 27A is not applicable to investment companies.

Response: In light of the Staff’s comment the Fund has reviewed the its disclosure and similar disclosures contained in the registration statements of numerous other registered closed-end investment companies. After such review, the Fund continues to believe that disclosure regarding forward looking statements is appropriate and provides potential investors with notice that, among other things, certain forward-looking statements are not historical facts and are based on assumptions. Further, the disclosure clearly states that the Section 27A safe harbor is not available to the Fund and that the Fund will update information in the prospectus to the extent required under the federal securities laws. In light of the Staff's comment and in consideration of the Fund's reveiw, the Fund is revising the disclosure regarding forward-looking statements as follows:

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplement contains forward-looking statements. Words such as "anticipates," "expects," "intends," "plans," "predicts," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," "continue," "forecast," "possible," "potential," "approximate" and variations of these words and similar expressions, or the negatives of such words, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect our actual results are the performance of the portfolio of securities we hold, the price at which our shares will trade in the public markets and other factors discussed in our periodic filings with the SEC. The forward-looking statements contained in this prospectus and any prospectus supplement involve risks and uncertainties, including but not limited to, statements as to potential changes to the current prohibition on investment with Cuba that may arise from future diplomatic and legal developments with respect to the relationship between the United States and Cuba.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, actual results could differ materially from those projected or assumed in such forward-looking statements. The Fund’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the “Investment Objective and Policies” and “Risk Factors and Special Considerations” sections of this prospectus.

All forward-looking statements contained in or incorporated by reference into this prospectus or any accompanying prospectus supplement are made as of the date of this prospectus or the accompanying prospectus supplement, as the case may be. Except for the Fund’s ongoing obligations under the federal securities laws, it does not intend, and it undertakes no obligation, to update any forward-looking statements. The forward-looking statements contained in this prospectus and any accompanying prospectus supplement are excluded from the safe harbor protection provided by Section 27A of the 1933 Act.

Currently known risk factors that could cause actual results to differ materially from our expectations include, but are not limited to, the factors described in the “Investment Objective and Policies” and “Risk Factors and Special Considerations” sections of this prospectus. We urge you to review carefully those sections for a more detailed discussion of the risks of an investment in our securities.

*            *            *

Please direct any questions concerning this letter to my attention at 215-981-4659, or in my absence to John M. Ford of this office at 215.981.4009.

Very truly yours,

/s/ John P. Falco

John P. Falco

cc:
Reanna Lee, Esq.

John M. Ford, Esq.

The Herzfeld Caribbean Basin Fund, Inc.

119 Washington Avenue, Suite 504

 Miami Beach, FL 33139

October 29, 2015

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Alberto Zapata, Senior Counsel

Re:

The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)

1940 Act File No. 811-06445

1933 Act File No. 333-202213

Dear Mr. Zapata:

In connection with the Fund’s response to certain oral comments received from the Commission staff on October 27, 2015, with respect to Post-Effective Amendment No. 2 to the Fund’s registration statement on Form N-2 (the “Amendment”) filed with the Commission on October 19, 2015, the Fund is providing the following, as instructed:

The Fund acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the Amendment and in its financial statements, (ii) Commission staff comments or changes to disclosure in response to staff comments in the Amendment and/or financial statements reviewed by the staff do not foreclose the Commission from taking any action with respect to the Amendment and/or financial statements, and (iii) the Fund may not assert staff comments with respect to the Amendment and/or its financial statements as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions concerning this letter to John P. Falco of Pepper Hamilton, LLP, counsel to the Fund, at 215.981.4659.

Very truly yours,

/s/ Reanna J. M. Lee

Reanna J. M. Lee, Esq.

cc:
John P. Falco, Esq.

CORRESP
1
filename1.htm

The Herzfeld Caribbean Basin Fund, Inc.

119 Washington Avenue, Suite 504

Miami Beach, FL 33139

 (305) 271-1900

June 10, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Attn: Alberto Zapata, Senior Counsel

Re:

The Herzfeld Caribbean Basin Fund, Inc.

Shelf Registration Statement on Form N-2

(File Nos. 333-202213 and 811-06445)

Request for Acceleration of Effective Date

 Dear Mr. Zapata:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, The Herzfeld Caribbean Basin Fund, Inc. (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) declare the Registrant’s Registration Statement on Form N-2 effective at 5:00 p.m. on Thursday, June 11, 2015, or as soon as practicable thereafter.

With respect to our request for acceleration, the Registrant acknowledges that:

·
Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·
The action of the Commission or staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·
The Fund may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may direct any questions or comments concerning this request to John P. Falco, Esq. of Pepper Hamilton LLP (215) 981 - 4659 or, in his absence, to John M. Ford, Esq. (215) 981 - 4009.

THE HERZFELD CARIBBEAN BASIN FUND, INC.

By:

/s/ Reanna J. M. Lee

Reanna J. M. Lee

Secretary and Treasurer

CORRESP
1
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3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

215.981.4000

Fax 215.981.4750

John P. Falco

direct dial: (215) 981- 4659

direct fax: (866) 422 - 2114

falcoj@pepperlaw.com

May 21, 2015

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Attn: Alberto Zapata, Senior Counsel

Re:

The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)

1940 Act File No. 811-06445

      1933 Act File No. 333-202213

Dear Mr. Zapata:

This letter responds to the written comments of the staff of the Commission (the “Staff”) to the Fund’s Registration Statement on Form N-2 (the “Registration Statement”) provided on March 20, 2015. The Registration Statement was filed on February 20, 2015 under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended. The Registration Statement relates to the registration, under the 1933 Act, of the proposed offering by the Company of additional shares of common stock, par value $0.001 per share on an immediate, delayed or continuous basis in reliance on Rule 415 under the 1933 Act.

We appreciate the opportunity to address the Staff’s comments regarding certain disclosure in the Registration Statement. We have organized this letter by setting forth the comments received in italicized text followed by the Fund’s response to the Staff’s comments.

*            *            *

1.

General Comments

a)

Several pages of the prospectus contain blanks for missing disclosure, such as the fee table. Please insure that all missing information is included in a pre-effective amendment responding to these comments.

Response: Confirmed. To the extent available, all missing information has been included in the pre-effective amendment filed with the Commission. Information not included will be provided in a prospectus supplement applicable to a particular offering of shares registered in the Registration Statement.

U.S. Securities and Exchange Commission

May 21, 2015

Page 2

b)

Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with your registration statement.

Response: We do not expect to submit an exemptive application or no-action request in connection with our registration statement.

c)

Please state in your response letter whether FINRA will or has reviewed the proposed underwriting terms and arrangements of the transaction involved in the registration statement.

Response: To the extent an offering of the securities registered under this registration statement involves a FINRA member any such underwriting terms or arrangements will be provided to FINRA for its review.

2.

Cover Page

Please add appropriate disclosure to the cover page and throughout the prospectus where appropriate that the fund’s 80% investment policy includes borrowings for investment purposes.

Response: The Prospectus has been revised to reflect the Staff’s comment.

3.

Risk Factors and Special Considerations

Beginning on page 8, the fund lists a variety of risks inherent in investing in the fund. The risk of investing in derivatives is not listed in this section but is described later in the prospectus. Please provide a summary of derivatives investing risk in this section. Please assess whether other principal risks discussed later in the prospectus should be added to this summary section.

Response: While it is permissible for the Fund to utilize derivative instruments, use of such instruments are not currently a principal investment strategy of the Fund; accordingly, the risk of investing in derivatives is not disclosed under “Risk Factors and Special Considerations” pursuant to Instruction c to Item 8.4 of Form N-2. The Registrant believes that the principal investment strategies and risks of the Fund are appropriately disclosed in the Prospectus.

U.S. Securities and Exchange Commission

May 21, 2015

Page 3

4.

The Fund

On page 15, the registrant presents a table of historic share price data. Please add narrative describing how the fund’s common stock has traded historically in relation to NAV, including the fund’s recent trading history. In this section, please summarize the disclosure (provided later in the prospectus) regarding any methods undertaken or to be undertaken that are intended to reduce any discount and related disclosure in accord with Item 8.5.d. of Form N-2.

Response: The Prospectus has been revised to reflect the Staff’s comment.

5.

Investment Objective and Policies – Derivatives

a)

The section on investment objectives and policies follows a section on risk factors and special considerations (previously summarized in the fund synopsis). Please consider moving the investment policies and objectives disclosure before this detailed risk section.

Response: The Prospectus has been revised to reflect the Staff’s comment.

b)

The fund’s investment policies include investing in “equity-linked securities” of public and private companies (See pp. 35-42). The registrant also discusses changes in the value of portfolio securities and “derivative instruments” (p. 28); and “derivative transactions” and “derivatives” in relation to its plan of distribution (p. 67). Please clarify the relationship between “equity-linked securities” and “derivatives.” If they are intended to refer to the same investments, please choose a consistent term.

Response: The Prospectus has been revised to address the Staff’s comments. “Equity-linked securities” include, but are not limited to, common stock, preferred stock, debt securities convertible into equity, warrants, options and futures, the prices of which are functions of the value of the equity securities receivable upon exercise or settlement thereof. The references to “derivative transactions” and “derivatives” in relation to the Fund’s plan of distribution are not references to equity-linked securities or other derivative instruments in which the Fund may invest but are instead references to derivative transaction relating to the Fund’s securities.

c)

(p. 35) This section states that the fund invests at least 80% of its total assets in equity and equity-linked securities of certain issuers. Please disclose that derivatives will be valued for purposes of the 80% test on a mark-to-market basis.

U.S. Securities and Exchange Commission

May 21, 2015

Page 4

Response: The Prospectus has been revised to reflect the Staff’s comment. To the extent the Fund utilizes derivatives such instruments will be based on its value mark-to-market on a daily basis.

d)

(pp. 37-42) This section states that the fund may invest in a variety of derivative instruments. Please be more specific regarding any percentage limitation on the use of derivatives.

Response: The Prospectus has been revised to reflect the Staff’s comment.

6.

Finder

On page 42, the registrant states that the fund may pay finder’s fees. Please provide the identity of any finder and any appropriate related disclosure required by Item 5.5. of Form N-2.

Response: The Prospectus has been revised to remove the reference to “finder” and to clarify payment for reasonable “securities” lending agent, administrative and custodial fees in connection with its loans.

7.

Financial Statements

Given that the December 31, 2014 semi-annual financial statements are incorporated by reference, please include a reference to the semi-annual report in the second paragraph under Financial Statements on page 44.

Response: The Prospectus has been revised to reflect the Staff’s comment.

8.

Management Compensation

Please add to the compensation discussion on page 53 the disclosure required by Item 9.b(3) concerning the adviser’s fee as a percentage of net assets and any applicable break points.

Response: The Prospectus has been revised to reflect the Staff’s comment.

9.

Investment Advisory Agreement

(p. 53) Please disclose whether the notional value of derivative contracts is included in the advisory fee expenses.

U.S. Securities and Exchange Commission

May 21, 2015

Page 5

Response: The Prospectus has been revised to reflect the Staff’s comment. The Fund’s advisory fee expense is calculated based on its net assets. To the extent the Fund utilizes derivative instruments, the value of such instruments used in determining the Fund’s net assets would be based on its current market price, or if no market price is available, its fair market value as determined pursuant to the Fund’s procedures.

10.

 Anti-Takeover Provisions in the Declaration of Trust

(p. 61) The prospectus states that the fund’s Articles of Incorporation and Bylaws include certain “anti-takeover” provisions. Please disclose that the fund will not opt in to the provisions of the Maryland Control Share Acquisition Act given that the staff has taken the position that such anti-takeover provisions are inconsistent with section 18(i) of the 1940 Act. See Boulder Total Return Fund, Inc., SEC Staff No-Action Letter (November 15, 2010).

Response: The Prospectus has been revised to reflect the Staff’s comment.

11.

Form of Prospectus Supplement - Exhibit

Please provide us with an example of a form of prospectus supplement for each security that the registrant may offer under the continuous offering. Except for certain terms which the registrant is unable to currently provide, the prospectus supplements should contain all relevant information, including applicable fee tables, prior to effectiveness.

Response: Forms of prospectus supplements have been included as exhibits to the pre-effective amendment filed with the Commission.

*            *            *

Please direct any questions concerning this letter to my attention at 215-981-4659, or in my absence to John M. Ford of this office at 215.981.4009.

Very truly yours,

/s/ John P. Falco

John P. Falco

cc:
Reanna Lee, Esq.

John M. Ford, Esq.

The Herzfeld Caribbean Basin Fund, Inc.

119 Washington Avenue, Suite 504

 Miami Beach, FL 33139

May 21, 2015

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Alberto Zapata, Senior Counsel

Re:
The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)

      1940 Act File No. 811-06445

1933 Act File No. 333-202213

Dear Mr. Zapata:

In connection with the Fund’s response to certain written comments received from the Commission staff on March 20, 2015, with respect to the Fund’s registration statement on Form N-2 filed with the Commission on February 20, 2015 (the “Registration Statement”), the Fund is providing the following, as instructed:

The Fund acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the Registration Statement and in its financial statements, (ii) Commission staff comments or changes to disclosure in response to staff comments in the Registration Statement and/or financial statements reviewed by the staff do not foreclose the Commission from taking any action with respect to the Registration Statement and/or financial statements, and (iii) the Fund may not assert staff comments with respect to the Registration Statement and/or its financial statements as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions concerning this letter to John P. Falco of Pepper Hamilton, LLP, counsel to the Trust, at 215.981.4659.

Very truly yours,

/s/ Reanna J. M. Lee

Reanna J. M. Lee, Esq.

cc:
John P. Falco, Esq.

March 20, 2015
BY EMAIL

John P. Falco, Esq. Associate Counsel Pepper Hamilton LLP 3000 Two Logan Square Philadelphia, Pennsylvania 19103-2799   Re: The Herzfeld Caribbean Basin Fund, Inc.   Registration Statement on Form N-2
   Filing No.: 333-202213

Dear Mr. Falco:
The staff has reviewed the above-referenced initial registration statement, which the
Commission received on February 20, 2015.  Based on our review, we have the following
comments.  Unless otherwise specified, page numb ers refer to the courtesy marked copy of the
registration statement.

1. General Comments

a. Several pages of the prospectus contain blan ks for missing disclosure, such as the fee
table.  Please insure that all missing informa tion is included in a pre-effective amendment
responding to these comments.

b. Please advise us if you have submitted or expect to submit an exemptive application or
no-action request in connection wi th your registration statement.

c. Please state in your response letter whether FINRA will or has reviewed the proposed
underwriting terms and arrangements of the transaction involved in the registration
statement.

2. Cover Page

Please add appropriate disclosu re to the cover page and th roughout the prospectus where
appropriate that the fund’s 80% investment  policy includes borrowings for investment
purposes.

John P. Falco, Esq.
Pepper Hamilton LLP March 20, 2015 Page 2 of 5
3. Risk Factors and Special Considerations

Beginning on page 8, the fund lists a variety of  risks inherent in investing in the fund.
The risk of investing in derivativ es is not listed in this sectio n but is described later in the
prospectus.  Please provide a summary of deri vatives investing risk in this section.
Please assess whether other principal risks di scussed later in the prospectus should be
added to this summary section.
4. The Fund

On page 15, the registrant presents a table of historic share price data.  Please add
narrative describing how the fund’s common stock has traded historically in relation to
NAV, including the fund’s recent trading hist ory.  In this section, please summarize the
disclosure (provided later in the prospectus) regarding any methods undertaken or to be
undertaken that are intended to reduce any di scount and related disclosure in accord with
Item 8.5.d. of Form N-2.

5. Investment Objective and Policies – Derivatives

a. The section on investment objectives and polic ies follows a section on risk factors and
special considerations (previ ously summarized in the fund s ynopsis).  Please consider
moving the investment policies and objectives disclo sure before this detailed risk section.

b. The fund’s investment policies include inves ting in “equity-linked securities” of public
and private companies ( See pp. 35-42).  The registrant also  discusses change s in the value
of portfolio securities  and “derivative instruments” (p. 28); and “derivative transactions”
and “derivatives” in relation to its plan of  distribution (p. 67).   Please clarify the
relationship between “equity-linke d securities” and “derivatives.”   If they are intended to
refer to the same investments, pl ease choose a consistent term.

c. (p. 35)  This section states that the fund invest s at least 80% of its to tal assets in equity
and equity-linked securities of certain issuer s.  Please disclose that derivatives will be
valued for purposes of the 80% test on a mark-to-market basis.

d. (pp. 37-42)  This section stat es that the fund may invest in a variety of derivative
instruments.  Please be more specific regard ing any percentage lim itation on the use of
derivatives.
6. Finder

On page 42, the registrant stat es that the fund may pay finde r’s fees.  Pleas e provide the
identity of any finder and any appropriate related disclosure re quired by Item 5.5. of
Form N-2.

John P. Falco, Esq.
Pepper Hamilton LLP March 20, 2015 Page 3 of 5
7. Financial Statements

Given that the December 31, 2014 semi-annual fi nancial statements are incorporated by
reference, please include a re ference to the semi-annual re port in the s econd paragraph
under Financial Statements on page 44.

8. Management Compensation

Please add to the compensation discussion on page 53 the disclosure required by Item
9.b(3) concerning the adviser’s fee as a percenta ge of net assets and any applicable break
points.

9. Investment Advisory Agreement

(p. 53) Please disclose whether the notional value of derivative contracts is included in
the advisory fee expenses.

10. Anti-Takeover Provisions in the Declaration of Trust

(p. 61) The prospectus states that the fund’s Articles of Inco rporation and Bylaws include
certain “anti-takeover” provisions.  Please di sclose that the fund w ill not opt in to the
provisions of the Maryland Control Share Acqui sition Act given that the staff has taken
the position that such anti-tak eover provisions are inconsistent  with section 18(i) of the
1940 Act.  See Boulder Total Return Fund, Inc., SE C Staff No-Action Letter (November
15, 2010).

11. Form of Prospectus Supplement - Exhibit

Please provide us with an example of a form of prospectus supplement for each security that the registrant may offer under the c ontinuous offering.  Except for certain terms
which the registrant is unable to currently  provide, the prospectus supplements should
contain all relevant informati on, including applicable fee tables , prior to effectiveness.
We may have further comments upon review  of the prospectus supplements.

12. Tandy Representation

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be cer tain that they have provided all information
investors require for an informed decision.  Be cause the registrant is  in possession of all
facts relating to the registrant ’s disclosure, it is responsible for the accuracy and adequacy
of the disclosures it has made.

John P. Falco, Esq.
Pepper Hamilton LLP March 20, 2015 Page 4 of 5
Notwithstanding our comments, in the event th e registrant requests acceleration of the
effective date of the pending registration stat ements, it should furnish a letter, at the time
of such request, acknowledging that:
 should the Commission or the staff, acting pu rsuant to delegated authority, declare
the filings effective, it does not foreclose the Commission from taking any action
with respect to the filings;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filings effective, does no t relieve the registrant from its full
responsibility for the adequacy  and accuracy of the disclosure in the filings; and

 the registrant may not assert this action as  defense in any proceeding initiated by the
Commission or any person under the federal se curities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Division of Investment Management in
connection with our review of your filings  or in response to our comments on your
filings.

We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that  those requesting accel eration are aware of
their respective responsibilities.

Responses to these comments should be made in a letter to me filed over the EDGAR
system and in a pre-effective amendment to the registration statement.  If you believe that you do
not need to make changes to a registration st atement in response to a comment, please indicate
that in the letter and explai n the basis for your position.
 Although we have completed ou r initial review of the registration statement, the
registration statement will be subject to furthe r review after our preliminary comments are
resolved.  Therefore, please be advised that we may make additional comments on the registration statement and any additional amendments  to it.  After resolution of all disclosure
issues, an appropriate request from the registrant  must be made for acceleration of the effective
date of the registration statement, as amended.

 If you have any questions, please call me at (202) 551-6929.  Additionally, copies of
documents or letters filed on EDGAR may be em ailed to me at zapataa@sec.gov or transmitted
by facsimile to (202) 772-9285.  Any mail or delive ries should include a reference to zip code
20549-8629.
Sincerely,

John P. Falco, Esq.
Pepper Hamilton LLP March 20, 2015 Page 5 of 5
/s/ Alberto H. Zapata Senior Counsel Insured Investments Office

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The Herzfeld Caribbean Basin Fund, Inc.

119 Washington Avenue, Suite 504

Miami Beach, FL 33139

(305) 271-1900

October 2, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Attn:  Alberto Zapata, Senior Counsel

Re:

The Herzfeld Caribbean Basin Fund, Inc.

Registration Statement on Form N-2

(File Nos. 333-196458 and 811-06445)

Request for Acceleration of Effective Date

Dear Mr. Zapata:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, The Herzfeld Caribbean Basin Fund, Inc. (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) declare the Registrant’s Registration Statement on Form N-2 effective on Friday, October 3, 2014, or as soon as practicable thereafter.

With respect to our request for acceleration, the Registrant acknowledges that:

·

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

The action of the Commission or staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

The Fund may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may direct any questions or comments concerning this request to John P. Falco, Esq. of Pepper Hamilton LLP (215) 981- 4659 or, in his absence, to John M. Ford, Esq. (215) 981 - 4009.

THE HERZFELD CARIBBEAN BASIN FUND, INC.

By:
/s/ Reanna J. M. Lee

Reanna J.M. Lee

Secretary and Treasurer

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3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA  19103-2799

215.981.4000

Fax 215.981.4750

John P. Falco

direct dial: 215.981.4659

direct fax: 866.422.2114

falcoj@pepperlaw.com

August 29, 2014

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Attn:  Michelle Roberts, Senior Counsel

Re:

The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)

1940 Act File No. 811-06445

1933 Act File No. 333-196458

Dear Ms. Roberts:

This letter responds to the oral comments of the staff of the Commission (the “Staff”) to the Fund’s preliminary proxy statement (the “Proxy Statement”) provided on July 31, 2014.  The Proxy Statement was filed on July 22, 2014 pursuant to Section 14(a) of the Securities

Exchange Act of 1934.

We appreciate the opportunity to address the Staff’s comments regarding certain disclosure in the Proxy Statement with respect to the Fund.  We have organized this letter by setting forth the comments received in italicized text followed by the Fund’s response to the Staff’s comments.

*     *     *

1.

Confirm that the form proxy card will be included with the final definitive proxy statement.

Response:    Confirmed.

Boston

Washington, D.C.

Los Angeles

New York

Pittsburgh

Detroit

Berwyn

Harrisburg

Orange County

Princeton

Silicon Valley

Wilmington

www.pepperlaw.com

U.S. Securities and Exchange Commission

August 29, 2014

Page 2

2.

Under the heading “Election of Directors,” present the nominees, directors and officers in a single table.

Response:    The Proxy Statement has been revised to reflect the Staff’s comment.

3.

With respect to Proposal 2, add the following disclosure regarding the encumbrance of the Fund’s assets:

If the Fund were to encumber certain of its assets, it would result in creditors having a lien on such assets. The Fund could be required to maintain assets in segregated accounts at a third party custodian and grant control of such assets to the creditor.  Such lien or control arrangement could limit the ability of the Fund to sell or otherwise dispose of such assets and could grant the Fund’s creditors with control and disposition rights with respect to such assets.

Response:    The Proxy Statement has been revised to reflect the Staff’s comment.

4.

In the section under Proposal 3 entitled “Proposed Calculation of Advisory Fees Under the Investment Advisory Agreement” clarify what is meant by investment leverage through “any other means.”

Response:    The Proxy Statement has been revised to address the Staff’s comment by providing an illustrative example.

5.

To the extent the Fund uses derivative instruments, discuss in your response the manner by which such derivative instruments will be valued.  Confirm that the Fund will not use the notional value of the underlying or reference assets of an instrument for purposes of calculating the investment advisory fee.

Response:    Confirmed.  The Fund does not currently expect to use derivative instruments in its portfolio but, to the extent it does, it values such positions based on the actual value of such instrument rather than the notional value of the instrument’s underlying or reference assets.

6.

Disclose the rationale for assuming borrowings of 25% of total assets in the pro forma presentation of the fee table and expense example.

Response:    The Proxy Statement has been revised to address the Staff’s comment.  The Fund is seeking a change to its investment policy regarding leverage to give the Fund greater flexibility in the future but does not currently anticipate using leverage.  Accordingly, the pro forma fee table and expense example have been revised to reflect no borrowings.

U.S. Securities and Exchange Commission

August 29, 2014

Page 3

7.

In the fee table and expense example, delete the column for “pro forma based on gross assets assuming bank debt” to conform with the requirements of Item 3 of Form N-2.

Response:    The Proxy Statement has been revised to reflect the Staff’s comment.

8.

In the discussion regarding Proposal 3, disclose the date the investment advisory agreement was last approved by stockholders.

Response:    The Proxy Statement has been revised to reflect the Staff’s comment.

9.

In the discussion regarding Proposal 3, provide additional disclosure regarding the differences between the existing and proposed terms of the investment advisory agreement.

Response:    The Proxy Statement has been revised to reflect the Staff’s comment.  Also, the amendment to the investment advisory agreement has been included as an exhibit to the Proxy Statement and such amendment is marked to show changes to the existing agreement.

10.

Confirm that the Adviser is controlled by Mr. Thomas J. Herzfeld or if there are other control persons revised the Proxy Statement to disclose such persons.

Response:    Mr. Herzfeld is the sole control person of the Adviser.

11.

Revise the discussion regarding “Management of Similar Funds” in the Proposal 3 to conform with the requirements of Schedule 14a Item 22(c)(10).

Response:    The Proxy Statement has been revised to reflect the Staff’s comments.

12.

In Proposal 3 under the heading, “Board’s Evaluation and Recommendation,” update the information as appropriate to reflect the Board’s continuation of the current investment advisory agreement at the August 2014 Board meeting.

U.S. Securities and Exchange Commission

August 29, 2014

Page 4

Response:    The Proxy Statement has been revised to reflect the Staff’s comments.

13.

Confirm that the Fund’s registration statement on Form N-2 will be updated to reflect the terms of the amended investment advisory agreement.

Response:     Confirmed.

*           *           *

Attached hereto as Exhibit A is the requested “Tandy Letter” signed by an officer of the Trust.

Please direct any questions concerning this letter to my attention at 215.981.4659, or in my absence to John Ford, at 215.981.4009.

Very truly yours,

/s/ John P. Falco

John P. Falco

cc:

Reanna J.M. Lee, Esq.

John M. Ford, Esq.

EXHIBIT A

The Herzfeld Caribbean Basin Fund, Inc.

119 Washington Avenue, Suite 504 Miami Beach, FL 33139

August 29, 2014

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Re:

The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)

1940 Act File No. 811-06445

1933 Act File No. 333-196458

Dear Sir or Madam:

In connection with the Fund’s response to certain oral comments received from the Commission staff with respect to the Fund’s preliminary proxy statement on Schedule 14A filed with the Commission on July 22, 2014 (the “Proxy Statement”), the Fund is providing the following, as instructed:

The Fund acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement (ii) Commission staff comments or changes to disclosure in response to staff comments in the Proxy Statement, reviewed by the staff do not foreclose the Commission from taking any action with respect to the Proxy Statement and (iii) the Fund may not assert staff comments with respect to the Proxy Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions concerning this letter to John P. Falco of Pepper Hamilton LLP, counsel to the Trust, at 215.981.4659.

Very truly yours,

/s/ Reanna J. M. Lee

Reanna J. M. Lee, Esq.

cc:

Michelle Roberts, Senior Counsel, U.S. Securities and Exchange Commission

John P. Falco, Esq.

July 1, 2014

VIA EMAIL
Mr. John P. Falco, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103-2799

Re: The Herzfeld Caribbean Ba sin Fund, Inc. (the “Fund”)
 File Nos. 333-196458 /811-06445
 Dear Mr. Falco:

 We have reviewed the registration statemen t on Form N-2 filed on behalf of the Fund on
June 2, 2014 in connection with a proposed non-tran sferable rights offering.  We have generally
organized our comments using headings, page nu mbers and defined terms from that registration
statement.  In addition, for your convenience, at  the end of our comment letter we are including
comments that were raised by our accountants in  their most recent SOX review related to the
Fund’s N-CSR filed on August 30, 2013 and its N-Q filed on May 23, 2014.

We have the following comments:

Prospectus

1. Cover Page

 In the paragraph that discusses where copies of the Fund’s Annual Report and
Semi-Annual Report may be obtained, pleas e also address where shareholders
may request other information about the Registrant and dir ect their inquiries.
(Item 1d, Form N-2)

 Please inform us whether FINRA has or will review the terms and arrangements
of the offering.

2. The Offer, pg. 1

 With respect to the second sentence of the second paragraph, please clarify in the
disclosure the specific meeting you are referencing when you say “[a]t that
meeting… .”

3. Purpose of the Offer, pg. 4

 You disclose in the seco nd paragraph that additiona l shares of Common Stock
may be obtained “without incurring any direct  transaction costs.”  Given that one
of the methods of exercising the Rights is  to utilize a broker,  please clarify this
disclosure.  Alternativel y, if you determine that cl arification is unnecessary,
please explain your rationale in  correspondence to the Staff.

4. The Fund – High and Low Closing Sales Price Table, p. 10

 You disclose the amount of common stock outstanding.  Please provide in tabular
form the information identified in pa ragraph 5 of Item 10 of Form N-2.

 In the column headed “Premium/(Discount)(on High Close Date),” should the
number for 3/31/2010 be a positive numb er instead of a negative number?

5. Payment for Shares, p. 15

 In subparagraph (a) at the top of the page, should the end of the underlined text
read “(with payment sent separately)?”  It  currently reads: “(with payment) sent
separately.”

6. Management of the Funds, p. 29

 Under the Principal Occupatio n(s) During the Past Five Years, please add dates of
service for all of the Director s.  (For example, add date s to the bios of Rubin and
Gelety.)

7. Portfolio Managers - Compensation, p. 33

 In the two sentences that say the Herz felds do “not receive compensation as
portfolio manager[s] from the Adviser,” if applicable, consid er adding the word
“separate” before compensation.
Part C

If applicable, please provide the undertaking required by Rule 484 of Regulation C under the
Securities Act of 1933.
ACCOUNTING COMMENTS – Form  N-CSR and Form N-Q

Form N-CSR filed on August 30, 2013:
Directors Disclosure –   Please include a statement that additio nal information about the Directors
is included in the Prospectus.
Form N-Q filed on May 23, 2014:
Please disclose the Gross Unrealized Appreciatio n and Depreciation on a ta x basis as required by
Article 12-12, Footnote 8 of Regulation S-X.
**********************************************
 Where a comment is made in one location, it is applicable to a ll similar disclosure appearing
elsewhere in the registration statement.
We note that portions of the filing are inco mplete. We may have additional comments on
such portions when you complete them in pre- effective amendments, on disclosures made in
response to this letter, on info rmation you supply to us, or on exhi bits added in any pre-effective
amendments.
If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective, in reliance on Rule 430A under the Securities
Act, please identify the omitted information to us, preferably before filing the final pre-effective amendment.
Please advise us if you have submitted or expect to submit exemptive applications or no-
action requests in connection with your registration statement.

Responses to this letter should be in the form  of a pre-effective amen dment filed pursuant to
Rule 472 under the Securities Act. Where no change  will be made in the filing in response to a
comment, please indicate this fact in a letter to  us and briefly state the basis for your position.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing reviewed by the staff to  be certain that they have pr ovided all information investors
require to make an informed decision. Since the fund and its management are in possession of all
facts relating to the fund’s disc losure, they are responsible for the accuracy and adequacy of the
disclosures they have made.
Notwithstanding our comments, in the event th e fund requests acceleratio n of the effective
date of the pending registration statement, it shoul d furnish a letter, at the time of such request,
acknowledging that

 should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
 the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing ef fective, does not relieve  the fund from its full
responsibility for the adequacy  and accuracy of the disclo sure in the filing; and
 the fund may not assert this  action as a defense in a ny proceeding initiated by the
Commission or any person under the federal se curities laws of the United States.

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of I nvestment Management in connection with our
review of your filing or in res ponse to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelera tion are aware of their
respective responsibilities. We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.   Please contact the undersigned at (202 ) 551-6751 should you have any questions
regarding this letter.
        S i n c e r e l y ,          / s /  M i c h e l l e  R o b e r t s
       M i c h e l l e  R o b e r t s
       Senior Counsel

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Herzfeld Caribbean Basin Fund, Inc.

119 Washington Avenue, Suite 504

Miami Beach, FL 33139

September 27, 2012

Electronic Mail

Division of Investment Management

Office of Disclosure and Review

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:  Ms. Kathy Churko

Re:

Herzfeld Caribbean Basin Fund, Inc.

1940 Act File No. 811-06445

Dear Ms. Churko:

On behalf of Herzfeld Caribbean Basin Fund, Inc. (the “Fund”), this letter is being filed with the Commission via EDGAR to respond to oral comments provided by you in connection with the Commission staff’s (“Staff”) review of the Fund’s 2011 Annual Report to Shareholders (the “2011 Report”) and 2012 Annual Report to Shareholders (the “2012 Report”) pursuant to the Sarbanes-Oxley Act of 2002. The Fund appreciates the opportunity to address the Staff’s comments.  Set forth below are the Staff’s comments in italicized text followed by the Fund’s response to the comment.

*           *           *

1.

Explain the procedure used to pay the Fund’s investment advisory fee, how often it is paid, the timing of payments, etc.

Response:  The Fund’s investment advisory fee is accrued daily with payments made quarterly in arrears.  At the end of each quarter, the investment adviser to the Fund calculates the total investment advisory fee due and sends an invoice to the Fund.  Payment is made to the investment adviser from the Fund shortly after the end of the quarter.

2.

The Fund currently invests approximately 55% of its assets in U.S. domiciled issuers.  Explain what the Fund considers to be a “Caribbean Basin Country” and how the Fund

complies with the Rule 35d-1 under the Investment Company Act of 1940, as amended (the “Fund Name Rule”).

Response:  The Fund is in compliance with the Fund Name Rule.  In accordance with the Fund Name Rule with respect to names suggesting investment in a geographic region, the Fund has a policy to invest at least 80% of its total assets in equity and equity-linked securities of issuers that engage in substantial trade with, and derive substantial revenue from, operations in the Caribbean Basin.  This policy is consistent with the Fund Name Rule.  The Fund Name Rule requires a fund using a name that suggests investment in a geographic region to have a policy to invest at least 80% of its assets in “investments that are tied economically to the particular…geographic region suggested by its name” and that the fund “discloses in its prospectus the specific criteria used by the Fund to select these investments.”   See also the Commission’s adopting release for the Fund Name Rule [SEC Release No. IC-24828], which indicates that the proposed rule was revised and adopted in final form to permit investments that expose an investment company's assets to the economic fortunes and risks of the country or geographic region indicated by its name rather than the more stringent requirements initially proposed by the Commission.

Further, the Fund believes that the Caribbean Basin is commonly understood to include the geographic region that runs westward from Florida along the Gulf Coast of the United States to Mexico, then south along the Mexico coast through central America and eastward across the northern coast of South America.  Accordingly, the Fund includes in its registration statement a definition of “Caribbean Basin Countries” that includes, among others, Cuba, Jamaica, Trinidad and Tobago, the Bahamas, the Dominican Republic, Barbados, Aruba, Haiti, the Netherlands Antilles, the Commonwealth of Puerto Rico, Mexico, Honduras, Guatemala, Belize, Costa Rica, Panama, Colombia, the United States and Venezuela.

3.

The 2012 Report to Shareholders did not include disclosure regarding affiliated brokerage transactions that has appeared in past annual reports.  Explain why this disclosure has been removed and, to the extent applicable, confirm that brokerage transactions executed for the Fund by Thomas J. Herzfeld & Co., Inc., a registered broker-dealer that is an affiliated person of the Fund and its investment adviser (the “Affiliated Broker”), were done in conformance with the Fund’s Rule 17e-1 procedures, including Board review and approval.

Response:  The referenced disclosure was not made in the 2012 Annual Report to Shareholders because the Affiliated Broker ceased operations on December 31, 2010.  Accordingly, there were

no affiliated brokerage transactions effected on behalf of the Fund for the fiscal year ended June 30, 2012.  Affiliated brokerage transactions covered under the 2011 Report for the period July 1, 2010 to June 30, 2011 were executed in conformance with the Fund’s Rule 17e-1 procedures which included the quarterly review and approval of such transactions by the Fund’s Board of Directors.

4.

Regarding the two companies in the portfolio on the OFAC list: indicate when they were purchased and when they appeared on the OFAC list.  Explain how the fund is in compliance with OFAC requirements and describe the Fund’s and advisor’s internal control procedures with regard to companies on the OFAC list.

Response:  The Fund currently discloses in its annual report that two of the Fund’s holdings are currently segregated and restricted from transfer because they “appear on the Office of Foreign Asset Control (“OFAC”) list or are subject to other restrictions.” These securities are: $165,000 principal value Republic of Cuba bonds, 4.5%, 1977 in default with a fair value of $0, and 700 shares of Cuban Electric Company with a fair value of $0.  Neither of these securities are on OFAC’s list of Specially Designated Nationals (the “OFAC List”).  These securities are considered “blocked” due to the prohibitions contained in 31 C.F.R. 515.201 and 515.202 of the Cuban Assets Control Regulations, which were adopted in 1963 and amended in 1997.

Securities of Cuban Electric Company are listed and traded on NASDAQ (Ticker: CGAR).  The fund purchased Cuban Electric Company securities on the NASDAQ on September 30, 2005.  Currently, securities of the Cuban Electric Company are subject to transfer restrictions as a condition of an OFAC license issued initially in 2008 and recently renewed on September 17, 2012 (OFAC License No. CU-76354-c, expiration 9/30/2014), which permits the sale or purchase of common stock of Cuban Electric Company provided that such sales or purchases are limited to persons subject to U.S. jurisdiction. The license issued by OFAC remains subject to other laws and regulations administered by OFAC related to transactions involving Cuban Electric Company, including reporting the shares as blocked property.

Republic of Cuba Bonds were issued before the Castro government came to power and were listed on the NYSE until December 29, 2006 when the NYSE suspended trading. Following suspension, the bonds were delisted on February 1, 2007.  The bonds had been halted and unavailable for trading on the NYSE since July 6, 1995. The Fund purchased these bonds on the NYSE on February 15, 1995 and April 27, 1995.  The NYSE disclosed at the time of

suspension that the action is being taken, among other things, because of the defaulted status of the debt securities, the length of time that trading has been halted and the applicability of the Cuban Assets Control Regulations, 31 C.F.R. Part 515 to trading in the debt securities on the Exchange.

The Fund believes that it is in compliance with OFAC requirements since the securities of Cuban Electric Company and the Republic of Cuba were purchased in the ordinary course on NASDAQ and NYSE, respectively.  Any sale of these securities will be done in consultation with the Fund’s custodian and in accordance with all applicable laws and regulations.

The Fund has internal control procedures to deal with transactions in securities on the OFAC list or otherwise subject to restrictions.  In selecting new investments for the Fund, the investment adviser takes precautions to ensure that holdings that are purchased are not subject to OFAC or other restrictions by searching the OFAC list.  In addition, the investment adviser reviews financial disclosures and other materials issued by the subject company to determine whether it has obtained licenses or other exemptions if applicable.  On an ongoing basis, the investment adviser conducts periodic reviews of current holdings and the Fund's custodian reports any new trading blocks or restrictions to transfers of portfolio holdings.  Positions identified as subject to restrictions are brought to the attention of the Board of Directors and reported in the footnotes of the Fund's financial reports.  The investment adviser may also contact OFAC with respect to any questionable security and act in accordance with OFAC instructions.

*           *           *

We trust that this response addresses the Staff’s comments.  In connection with The Fund’s responses to the Staff’s oral comments to the Fund’s financial statements, the Fund is providing the following, as instructed:

The Fund acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its financial statements, (ii) Staff comments or changes to disclosure in response to Staff comments in its financial statements reviewed by the Staff do not foreclose the Commission from taking any action with respect to the financial statements, and (iii) the Fund may not assert Staff comments with respect to the financial statements as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further questions, please contact the undersigned at (305) 271-1900.

Very truly yours,

By:

Cecilia Gondor

Title:

Chief Compliance Officer

cc: Joseph Del Raso, Esq., Pepper Hamilton LLP

August 20, 2007    Joseph V. Del Raso, Esq. Pepper Hamilton LLP 3000 Two Logan Square 18
th and Arch Streets
Philadelphia, Pennsylvania 19103  Re: The Herzfeld Caribbean Basin Fund  File Nos. 333-144838 and 811-6445  Dear Mr. Del Raso:   On July 24, 2007, you filed a registration statement on Form N-2 for The Herzfeld Caribbean Basin Fund in connection with a proposed non-transferable  rights offering.
For convenience, we generally organized our  comments using headings, page numbers,
and defined terms from the registration statement.
Prospectus

Outside Cover Page

1. Please state whether the fund makes available its statemen t of additional information
and annual and semi-annual reports, free of charge, on or through the fund’s Web site
at a specified Internet addr ess.  If the fund does not make its SAI and shareholder
reports available in this manner, disclo se the reasons why it does not do so.  See Item
1.d to Form N-2.

Information Regarding the Fund, page 6

2. The disclosure states that the fund invests in a “broad range  of securities” of issuers
that conduct substantial trade or derive substantial revenue from operations in Caribbean Basin Countries.  Please add a brief description of the t ypes of securities in
which the fund invests and the risks a ssociated with these securities.  See Instruction
to Item 3.2 of Form N-2.

Use of Proceeds, page 22

3. The disclosure states that the fund will invest the net proceeds of the Offer in
accordance with its investment  objectives and policies.  Disclosure earlier in the
section entitled Purpose of the Offer , however, discloses additional purposes for
which the proceeds of the Offer may be used. For example, the disclosure states that
the Offer may be used by the fund to ma ke a large capital ga ins distribution to
shareholders in order to pr eserve its status as a “re gulated investment company”
under Subchapter M of the Internal Re venue Code.  Accordingly, please add
disclosure stating the principal purposes for which the net proceeds of the Offer are
intended to be used and the approximat e amount intended to be used for each
purpose.  See Item 7.1 and related Inst ructions to Form N-2.
 The disclosure states further that the Advi ser anticipates that it will take no longer
than six months to invest the proceeds from  this rights offering.  Since the time period
for investment of the proceeds is expected to  exceed three months, please disclose the
reasons for the delay.  See Guide 1 of Form N-2.

Committees of the Board, page 40

4. Please disclose the number of meetings that the Nominating Committee held during
the fund’s last fiscal year.  See Item 18.5(c) of Form N-2.

Portfolio Manager, page 43

5. Please disclose the length of service of Th omas J. Herzfeld as the fund’s portfolio
manager.  See  Item 9.c of Form N-2.

General Comments

6. Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the registration statement.

7. We note that portions of the filing are incomplete.  We may have additional
comments on such portions when you complete them in pre-effective amendments, on
disclosures made in response to this le tter, on information you supply to us, or on
exhibits added in any pre-effective amendments.

 2

8. If you intend to omit certain information fr om the form of prospectus included with
the registration statement that is declared  effective, in reliance on Rule 430A under
the Securities Act, please identify the omitted information to us, preferably before
filing the final pre-effective amendment.

9. Please advise us if you have submitted or expect to submit exemptive applications or no-action requests in connection w ith your registration statement.

10. Responses to this letter should be in th e form of a pre-eff ective amendment filed
pursuant to Rule 472 under the Securities Act.   Where no change will be made in the
filing in response to a comment, please indicate this fact in a letter to us and briefly
state the basis for your position.
 11. We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require to make an informed decision.  Since the fund and its
management are in possession of all facts re lating to the fund’s di sclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  Notwithstanding our comments, in the ev ent the fund requests acceleration of the
effective date of the pending registration statem ent, it should furnish a letter, at the time
of such request, acknowledging that
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing ef fective, does not relieve  the fund from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and
‚ the fund may not assert this  action as a defense in a ny proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Division of Investment Management in
connection with our review of your filing or  in response to our comments on your filing.

 3

 4We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

*          *          *         *          *

 Please direct any questions you may have re garding the filing or this letter to me
at 202.551.6956.

        S i n c e r e l y ,           Brion R. Thompson       Senior Counsel

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<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                     The Herzfeld Caribbean Basin Fund, Inc.
                                 P.O. Box 161465
                                 Miami, FL 33116
                                 (305) 271-1900

                               September 19, 2007

VIA EDGAR
---------
Division of Investment Management
U.S. Securities and Exchange Commission
Attn.: Brion R. Thompson, Senior Counsel
450 Fifth Street, N.W.
Washington, D.C. 20549

            Re:   The Herzfeld Caribbean Basin Fund, Inc.
                  Registration Statement on Form N-2
                  (File Nos. 333-144838 and 811-06445)
                  Request for Acceleration of Effective Date
                  ------------------------------------------

Ladies and Gentlemen:

            Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the "1933 Act"), The Herzfeld Caribbean Basin Fund, Inc. (the "Registrant"),
hereby requests that the Securities and Exchange Commission (the "Commission")
declare the Registrant's Registration Statement on Form N-2 effective at 5:00
p.m. on Thursday, September 20, 2007, or as soon as practicable thereafter.

            You may direct any questions or comments concerning this request to
Joseph V. Del Raso, Esq. of Pepper Hamilton LLP (215) 981-4506 or, in his
absence, to John P. Falco at (215) 981-4659.

                                         THE HERZFELD CARIBBEAN BASIN FUND, INC.

                                         By: /s/ Cecilia Gondor
                                             -----------------------------------
                                             Cecilia Gondor
                                             Secretary and Treasurer
</TEXT>
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