FORM 6-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        Report of Foreign Private Issuer

                     Pursuant to Rule 13a-16 or 15d-16 under
                       the Securities Exchange Act of 1934


For September 17, 2003
Commission File Number:   0-30204
                          -------

                         Internet Initiative Japan Inc.
                 (Translation of registrant's name into English)

 Jinbocho Mitsui Bldg. 1-105 Kanda Jinbo-cho, Chiyoda-ku, Tokyo 101-0051, Japan
                    (Address of principal executive offices)

     Indicate  by check mark  whether the  registrant  files or will file annual
reports under cover Form 20-F or Form 40-F:

                          Form 20-F [ X ] Form 40-F [ ]

     Indicate  by check mark if the  registrant  is  submitting  the Form 6-K in
paper as per-mitted by Regulation S-T Rule 101(b)(1): ____

     Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of
a Form 6-K if submitted  solely to provide an attached annual report to security
holders.

     Indicate  by check mark if the  registrant  is  submitting  the Form 6-K in
paper as per-mitted by Regulation S-T Rule 101(b)(7): ____

     Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of
a Form  6-K if  submitted  to  furnish  a  report  or  other  document  that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the reg-istrant is incorporated,  domiciled or legally
organized  (the  registrant's  "home  country"),  or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press  release,  is not required to be and has
not been distributed to the registrant's  security holders, and, if discussing a
mate-rial  event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

     Indicate by check mark whether the registrant by furnishing the information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
                        Yes [   ]                No  [ X ]
     If  "Yes"  is  marked,  indicate  below  the file  number  assigned  to the
registrant in connection with Rule 12g3-2(b): 82- -------------

     THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE  INCORPORATED BY REFERENCE IN
THE  PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATMENT  ON FORM F-3 (FILE NO.
333-12696) OF INTERNET  INITIATIVE  JAPAN INC. AND TO BE A PART THEREOF FROM THE
DATE ON WHICH  THIS  REPORT  IS  FURNISHED,  TO THE  EXTENT  NOT  SUPERSEDED  BY
DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.







                                  EXHIBIT INDEX


   Exhibit         Date                     Description of Exhibit
   -------         ----                     ----------------------

      1       09/17/2003     NOTICE OF CONVERSION PRICE ADJUSTMENT










                                   SIGNATURES


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


                                      Internet Initiative Japan Inc.


Date:  September 17, 2003             By:  /s/ Koichi Suzuki
                                          ---------------------------------
                                          Koichi Suzuki
                                          President, Chief Executive Officer and
                                          Representative Director

















EXHIBIT 1
                    NOTICE OF CONVERSION PRICE ADJUSTMENT OF
                         Internet Initiative Japan Inc.
                               Yen 15,000,000,000
                 1.75% Convertible Notes Due 2005 (the "Notes")
                       ISIN: XS0109583426 AND XS0109583699

To the holders of the Notes:

     In  accordance  with  Condition  5(26) of the Terms and  Conditions  of the
Notes,  Internet  Initiative  Japan Inc. hereby notifies you of an adjustment of
conversion price of the Notes as follows.

1.   Adjustment of Conversion Price
     Adjusted  Conversion  Price:       19,874,689 yen
     Current Conversion Price:          24,000,000 yen

2.   Effective date From September 17, 2003

3.   Reason for adjustment
     The  conversion  price has been adjusted as a result of the issuance of new
     shares of common stock in a private  placement  pursuant to a resolution at
     the meeting of the board of directors of Internet  Initiative Japan Inc. on
     August 28, 2003.



September 17, 2003
Internet Initiative Japan Inc.