8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2006
                                                  -----------------

                       HERZFELD CARIBBEAN BASIN FUND, INC.
                       -----------------------------------
              (Exact name of registrant as specified in its charter

           Maryland                     811-06445               65-0396889
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(State or other jurisdiction    (Commission File Number)      (IRS Employer
     of incorporation)                                      Identification No.)

               P.O. Box 161465, Miami, FL                         33116
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        (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code,  305-271-1900
                                                     ------------

- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))




SECTION 9 - STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

On November 16, 2006, the Registrant filed a form of dividend reinvestment plan.
The registrant is filing this amended Form 8-K to submit the final dividend
reinvestment plan. This plan submitted herewith supercedes the previous form of
the plan filed as Exhibit 99.2 to the Form 8-K filed on November 16, 2006.

(d) Exhibit 99.2 Dividend Reinvestment Plan of Herzfeld Caribbean Basin Fund,
                 Inc.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.

                                             HERZFELD CARIBBEAN BASIN FUND, INC.

Date:  November 22, 2006                     /s/ Cecilia L. Gondor
                                             -----------------------------------
                                             Cecilia L. Gondor
                                             Chief Compliance Officer, Secretary
                                             and Treasurer




                                  EXHIBIT INDEX

Exhibit Number    Exhibit Description
- --------------    -------------------

99.1              Press release dated November 16, 2006 announcing the
                  declaration of Herzfeld Caribbean Basin Fund, Inc.'s year-end
                  distribution and establishment of dividend reinvestment plan.*

99.2              Dividend Reinvestment Plan of Herzfeld Caribbean Basin
                  Fund, Inc.

* Previously filed.

EX-99.2

                       HERZFELD CARRIBEAN BASIN FUND, INC.

             TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN

Registered holders ("Stockholders") of shares of common stock, $0.001 par value
("Common Stock") of Herzfeld Caribbean Basin Fund, Inc. (the "Fund") will
automatically be enrolled ("Participants") in the Fund's Dividend Reinvestment
Plan (the "Plan") and are advised as follows:

1.    Investor's Bank and Trust (the "Agent") will act as agent for each
      Participant. The Agent will open an account for each registered
      shareholder as a Participant under the Plan in the same name in which such
      Participant's shares of Common Stock are registered.

2.    CASH OPTION. Pursuant to the Fund's Plan, unless a holder of Common Stock
      otherwise elects, all dividend and capital gains distributions
      ("Distributions") will be automatically reinvested by the Agent in
      additional Common Stock of the Fund. Stockholders who elect not to
      participate in the Plan will receive all distributions in cash paid by
      check mailed directly to the shareholder of record (or, if the shares are
      held in street or other nominee name then to such nominee) by the Agent,
      as dividend paying agent. Stockholders and Participants may elect not to
      participate in the Plan and to receive all distributions of dividends and
      capital gains in cash by sending written instructions to the Agent, as
      dividend paying agent, at the address set forth below.

3.    MARKET PREMIUM ISSUANCES. If on the payment date for a Distribution, the
      net asset value per Common Stock is equal to or less than the market price
      per Common Stock plus estimated brokerage commissions, the Agent shall
      receive newly issued Common Stock ("Additional Common Stock") from the
      Fund for each Participant's account. The number of Additional Common Stock
      to be credited shall be determined by dividing the dollar amount of the
      Distribution by the greater of (i) the net asset value per Common Share on
      the payment date, or (ii) 95% of the market price per Common Share on the
      payment date.

4.    MARKET DISCOUNT PURCHASES. If the net asset value per Common Stock exceeds
      the market price plus estimated brokerage commissions on the payment date
      for a Distribution, the Agent (or a broker-dealer selected by the Agent)
      shall endeavor to apply the amount of such Distribution on each
      Participant's Common Stock to purchase Common Stock on the open market. In
      the event of a market discount on the payment date, the Agent will have 30
      days after the dividend payment date (the "last purchase date") to invest
      the dividend amount in shares acquired in open-market purchases. The
      weighted average price (including brokerage commissions) of all Common
      Stock purchased by the Agent as Agent shall be the price per Common Stock
      allocable to each Participant. If, before the Agent has completed its
      purchases, the market price plus estimated brokerage commissions exceeds
      the net asset value of the Common Stock as of the payment date, the
      purchase price paid by Agent may exceed the net asset value of the Common
      Stock, resulting in the acquisition of fewer Common Stock than if such
      Distribution had been paid in Common Stock issued by the Fund. Because of
      the foregoing difficulty with respect to open-market purchases, the Plan
      provides that if the Plan Agent is unable to invest the full dividend
      amount in open-market purchases during the purchase period or if the
      market discount shifts to a market premium during the purchase period, the
      Plan Agent may cease making open-market purchases and may invest the
      uninvested portion of the dividend amount in newly issued Common Stock at
      the net asset value per Common Stock at the close of business on the last
      purchase date. Participants should note that they will not be able to
      instruct the Agent to purchase Common Stock at a specific time or at a
      specific price. Open-market purchases may be made on any securities
      exchange where Common Stock are traded, in the over-the-counter market or
      in negotiated transactions, and may be on such terms as to price, delivery
      and otherwise as the Agent shall determine. Each Participant's uninvested
      funds held by the Agent will not bear interest. The Agent shall have no
      liability in connection with any inability to purchase Common Stock within
      the time provided, or with the timing of any purchases effected. The Agent
      shall have no responsibility for the value of Common Stock acquired. The
      Agent may commingle Participants' funds to be used for open-market
      purchases of the Fund's shares and the price per share allocable to each
      Participant in connection with such purchases shall be the average price
      (including brokerage commissions and other related costs) of all Fund
      shares purchased by Agent. The rules and regulations of the Securities and
      Exchange Commission may require the Agent to limit the Agent's market
      purchases or temporarily cease making market purchases for Participants.



5.    The market price of Common Stock on a particular date shall be the last
      sales price on the securities exchange where the Common Stock are listed
      on that date (currently the NASDAQ Capital Market)(the "Exchange"), or, if
      there is no sale on the Exchange on that date, then the average between
      the closing bid and asked quotations on the Exchange on such date will be
      used. The net asset value per Common Stock on, a particular date shall be
      the amount calculated on that date (or if not calculated on such date, the
      amount most recently calculated) by or on behalf of the Fund.

6.    Whenever the Agent receives or purchases shares or fractional interests
      for a Participant's account, the Agent will send such Participant a
      notification of the transaction as soon as practicable. The Agent will
      hold such shares and fractional interests as such Participant's agent and
      may hold them in the Agent's name or the name of the Agent's nominee. The
      Agent will not send a Participant stock certificates for shares unless a
      Participants so requests in writing or unless a Participant's account is
      terminated as stated below. The Agent will vote any shares so held for a
      Participant in accordance with any proxy returned to the Fund by such
      Participant in respect of the shares of which such Participant is the
      record holder.

7.    There is presently no service charge for the Agent serving as
      Participants' agent and maintaining Participants' accounts. The Agent may,
      however, charge Participants for extra services performed at their
      request. The Plan may be amended in the future to impose a service charge.
      In acting as Participants' agent under the Plan, the Agent shall be liable
      only for acts, omissions, losses, damages or expenses caused by the
      Agent's willful misconduct or gross negligence. In addition, the Agent
      shall not be liable for any taxes, assessments or governmental charges
      which may be levied or assessed on any basis whatsoever in connection with
      the administration of the Plan.



8.    The Agent may hold each Participant's Common Stock acquired pursuant to
      the Plan together with the Common Stock of other Stockholders of the Fund
      acquired pursuant to the Plan in non-certificated form in the Agent's name
      or that of the Agent's nominee. Each Participant will be sent a
      confirmation by the Agent of each acquisition made for his or her account
      as soon as practicable, but in no event later than 60 days, after the date
      thereof. Upon a Participant's request, the Agent will deliver to the
      Participant, without charge, a certificate or certificates for the full
      Common Stock. Although each Participant may from time to time have an
      undivided fractional interest in a Common Share of the Fund, no
      certificates for a fractional share will be issued. Similarly,
      Participants may request to sell a portion of the Common Stock held by the
      Agent in their Plan accounts by calling the Agent, writing to the Agent,
      or completing and returning the transaction form attached to each Plan
      statement. The Agent will sell such Common Stock through a broker-dealer
      selected by the Agent within 5 business days of receipt of the request.
      The sale price will equal the weighted average price of all Common Stock
      sold through the Plan on the day of the sale, less brokerage commissions.
      Participants should note that the Agent is unable to accept instructions
      to sell on a specific date or at a specific price. Any share dividends or
      split shares distributed by the Fund on Common Stock held by the Agent for
      Participants will be credited to their accounts. In the event that the
      Fund makes available to its Stockholders rights to purchase additional
      Common Stock, the Common Stock held for each Participant under the Plan
      will be added to other Common Stock held by the Participant in calculating
      the number of rights to be issued to each Participant.

      If a Participant holds more than one Common Stock Certificate registered
      in similar but not identical names or if more than one address is shown
      for a Participant on the Fund's records, all of such Participant's shares
      of Common Stock must be put into the same name and address if all of them
      are to be covered by one account. Additional shares subsequently acquired
      by a Participant otherwise than through the Plan will be covered by the
      Plan.

9.    The reinvestment of Distributions does not relieve Participants of any
      federal, state or local taxes which may be payable (or required to be
      withheld on Distributions.) Participants will receive tax information
      annually for their personal records and to help them prepare their federal
      income tax return. For further information as to tax consequences of
      participation in the Plan, Participants should consult with their own tax
      advisors.



10.   Each registered Participant may terminate his or her account under the
      Plan by notifying the Agent in writing at Investors Bank & Trust, P.O. Box
      9130, Mail Code: OPS22, Boston, MA 02117-9130, or by calling the Agent at
      (617) 937-6870. Such termination will be effective with respect to a
      particular Distribution if the Participant's notice is received by the
      Agent prior to such Distribution record date. The Plan may be terminated
      by the Agent or the Fund upon notice in writing mailed to each Participant
      at least 60 days prior to the effective date of the termination. Upon any
      termination, the Agent will cause a certificate or certificates to be
      issued for the full shares held for each Participant under the Plan and
      cash adjustment for any fraction of a Common Share at the then current
      market value of the Common Shares to be delivered to him. If preferred, a
      Participant may request the sale of all of the Common Shares held by the
      Agent in his or her Plan account in order to terminate participation in
      the Plan. If any Participant elects in advance of such termination to have
      Agent sell part or all of his shares, Agent is authorized to deduct from
      the proceeds the brokerage commissions incurred for the transaction. If a
      Participant has terminated his or her participation in the Plan but
      continues to have Common Shares registered in his or her name, he or she
      may re-enroll in the Plan at any time by notifying the Agent in writing at
      the address above.

11.   These terms and conditions may be amended by the Agent or the Fund at any
      time but, except when necessary or appropriate to comply with applicable
      law or the rules or policies of the Securities and Exchange Commission or
      any other regulatory authority, only by mailing to each Participant
      appropriate written notice at least 30 days prior to the effective date
      thereof. The amendment shall be deemed to be accepted by each Participant
      unless, prior to the effective date thereof, the Agent receives notice of
      the termination of the Participant's account under the Plan. Any such
      amendment may include an appointment by the Agent of a successor Agent,
      subject to the prior written approval of the successor Agent by the Fund.

12.   These terms and conditions shall be governed by the laws of the State of
      Maryland.

                                      * * *

       PLEASE DIRECT ANY QUESTIONS REGARDING THE PLAN OR YOUR ACCOUNT TO:

                             INVESTORS BANK & TRUST

                                  P.O. Box 9130

                                MAIL CODE: OPS22

                                 (617) 937-6870


Dated: November 22, 2006