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 April 11, 2005
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-
                                                 -------------





                                  EXHIBIT INDEX


   Exhibit      Date                    Description of Exhibit
   -------      ----                    ----------------------
      1       2005/04/11     IIJ Restates Financial Statements to Reflect Change
                             in Income Tax Expense or Benefit




                                                                       Exhibit 1


    IIJ Restates Financial Statements to Reflect Change
                   in Income Tax Expense or Benefit


    TOKYO--(BUSINESS WIRE)--April 10, 2005--Internet Initiative Japan Inc. (IIJ,
NASDAQ: IIJI) today announced that it will restate its audited financial
statements for the three years ended March 31, 2004 and its unaudited financial
information for the first three quarters of the year ended March 31, 2005. In
connection with a periodic review by the SEC, IIJ concluded, in consultation
with its independent auditors, that changes in the deferred income tax asset
valuation allowance attributable to the income tax effect of the change in
unrealized gains on certain available-for-sale securities should not be recorded
in income tax expense (benefit) in continuing operation and should instead be
recorded as a separate component of other comprehensive income. This will have
the effect of decreasing net loss and decreasing accumulated other comprehensive
income for the years ended March 31, 2002 and 2003 and increasing net loss and
increasing accumulated other comprehensive income for the year ended March 31,
2004.
    Because the restatement relates to amounts included as income tax expense
(benefit) in its statement of operations that are offset by corresponding
changes in accumulated other comprehensive income, the restatement does not
affect revenues, operating income (loss), loss from operations before income tax
expense (benefit), assets and liabilities, total shareholders equity, or net
cash items in the statement of cash flows. IIJ's previously reported outlook for
the quarter ended March 31, 2005 with respect to annual and sequential increases
in revenues and operating income, will not be affected by this restatement. IIJ
will record a gain of approximately 1.9 Yen billion from the sale of
available-for-sale securities during the quarter ended March 31, 2005 and due to
the accounting for intraperiod tax allocation applied for this restatement, the
income tax expense related to the income tax of the decrease in unrealized gains
in respect of such securities will be reflected in IIJ's accumulated other
comprehensive income and not in its statement of operations.
    The following table presents income tax expense (benefit), net loss,
accumulated deficit and accumulated other comprehensive income as reported in
our previous audited financial statements and the restated corresponding figures
on an unaudited basis for the periods indicated.


                                            Thousand of Yen
                                  ------------------------------------
                                                                            2002
                                  ------------------------------------
                                      As           As      Difference
                                   Previously   Restated
                                    Reported
----------------------------------------------------------------------
For the year ended March 31;
----------------------------------------------------------------------
 Income tax expense
  (benefit)                         1,099,035      17,794
----------------------------------------------------------------------
 Net loss                          (7,446,135) (6,364,894)
----------------------------------------------------------------------
As of March 31;
----------------------------------------------------------------------
 Accumulated deficit              (18,208,469)(19,481,026)- 1,272,557
----------------------------------------------------------------------
 Accumulated other
  comprehensive income              1,783,061   3,055,618 + 1,272,557
----------------------------------------------------------------------


                                             Thousand of Yen
                                    ----------------------------------
                                                                            2003
                                    ----------------------------------
                                        As           As     Difference
                                     Previously   Restated
                                      Reported
----------------------------------------------------------------------
For the year ended March 31;
----------------------------------------------------------------------
 Income tax expense
  (benefit)                             911,365      23,152
----------------------------------------------------------------------
 Net loss                           (16,476,822)(15,588,609)
----------------------------------------------------------------------
As of March 31;
----------------------------------------------------------------------
 Accumulated deficit                (34,685,291)(35,069,635)- 384,344
----------------------------------------------------------------------
 Accumulated other
  comprehensive income                  530,266     914,610 + 384,344
----------------------------------------------------------------------


                                            Thousand of Yen
                                  ------------------------------------
                                                                            2004
                                  ------------------------------------
                                      As           As      Difference
                                   Previously   Restated
                                    Reported
----------------------------------------------------------------------
For the year ended March 31;
----------------------------------------------------------------------
 Income tax expense
  (benefit)                        (2,133,011)     32,536
----------------------------------------------------------------------
 Net loss                            (105,139) (2,270,686)
----------------------------------------------------------------------
As of March 31;
----------------------------------------------------------------------
 Accumulated deficit              (34,790,430)(37,340,321)- 2,549,891
----------------------------------------------------------------------
 Accumulated other
  comprehensive income              3,645,558   6,195,449 + 2,549,891
----------------------------------------------------------------------


    As previously reported, the decrease in net loss for the year ended March
31, 2004 from the previous fiscal year primarily reflects a decrease in equity
in net loss of equity method investees comprised primarily of equity method net
loss and impairment loss on investment, advance and deposits for Crosswave
Communications Inc. Net non-operating income, which reflected gains generated by
the sale of IIJ's stake in DLJdirect SFG Securities Inc. and the repurchase and
cancellation of a portion of convertible notes outstanding, also decreased the
net loss. As a result of the restatement, basic and diluted net loss per common
share will decrease to 283,136 Yen for the year ended March 31, 2002, decrease
to approximately 693,443 Yen for the year ended March 31, 2003 and increase to
approximately 71,606 Yen for the year ended March 31, 2004.
    The following table presents unaudited income tax expense (benefit), net
income (loss), accumulated deficit and accumulated other comprehensive income
(loss) in the first three quarters of the year ended March 31, 2005 as
previously reported and the restated corresponding figures on an unaudited basis
for the periods indicated.


                                            Thousand of Yen
                                  ------------------------------------
                                             June 30, 2004
                                  ------------------------------------
                                      As           As      Difference
                                   Previously   Restated
                                    Reported
----------------------------------------------------------------------
For the quarter ended;
----------------------------------------------------------------------
 Income tax expense
  (benefit)                        (1,657,335)     15,089
----------------------------------------------------------------------
 Net income (loss)                  1,434,335    (238,089)
----------------------------------------------------------------------
As of;
----------------------------------------------------------------------
 Accumulated deficit              (33,356,095)(37,578,410)- 4,222,315
----------------------------------------------------------------------
 Accumulated other
  comprehensive income              6,051,370  10,273,685 + 4,222,315
----------------------------------------------------------------------


                                            Thousand of Yen
                                  ------------------------------------
                                           September 30, 2004
                                  ------------------------------------
                                      As           As      Difference
                                   Previously   Restated
                                    Reported
----------------------------------------------------------------------
For the quarter ended;
----------------------------------------------------------------------
 Income tax expense
  (benefit)                           517,379      15,506
----------------------------------------------------------------------
 Net income (loss)                   (272,667)    229,206
----------------------------------------------------------------------
As of;
----------------------------------------------------------------------
 Accumulated deficit              (33,628,762)(37,349,204)- 3,720,442
----------------------------------------------------------------------
 Accumulated other
  comprehensive income              5,327,042   9,047,484 + 3,720,442
----------------------------------------------------------------------


                                            Thousand of Yen
                                  ------------------------------------
                                           December 31, 2004
                                  ------------------------------------
                                      As           As      Difference
                                   Previously   Restated
                                    Reported
----------------------------------------------------------------------
For the quarter ended;
----------------------------------------------------------------------
 Income tax expense
  (benefit)                          (220,980)     39,436
----------------------------------------------------------------------
 Net income (loss)                    919,947     659,531
----------------------------------------------------------------------
As of;
----------------------------------------------------------------------
 Accumulated deficit              (32,708,815)(36,689,673)- 3,980,858
----------------------------------------------------------------------
 Accumulated other
  comprehensive income              5,711,952   9,692,810 + 3,980,858
----------------------------------------------------------------------


    IIJ plans to file restated audited financial statements including the audit
report of its independent auditors on Form 6-K after they become available.

    About IIJ

    Founded in 1992, Internet Initiative Japan Inc. (IIJ, NASDAQ: IIJI) is one
of Japan's leading Internet-access and comprehensive network solutions
providers. The company has built one of the largest Internet backbone networks
in Japan, and between Japan and the United States. IIJ and its group of
companies provide total network solutions that mainly cater to high-end
corporate customers. The company's services include high-quality systems
integration and security services, Internet access, hosting/housing, and content
design.

    Statements made in this press release regarding IIJ's or management's
intentions, beliefs, expectations, or predictions for the future are
forward-looking statements that are based on IIJ's and managements' current
expectations, assumptions, estimates and projections about its business and the
industry. These forward-looking statements, such as statements regarding the
quarter ended March 31, 2005 revenues, operating profitability, and gain from
the sale of available-for-sale securities, are subject to various risks,
uncertainties and other factors that could cause IIJ's actual results to differ
materially from those contained in any forward-looking statement. These risks,
uncertainties and other factors include: IIJ's expectation that net losses will
continue or may increase; IIJ's ability to raise additional capital to cover its
indebtedness; the possibility that NTT, IIJ's largest shareholder, may decide to
exercise substantial influence over IIJ; the impact on IIJ's profits of
fluctuations in the price of available-for-sale securities; the impact on IIJ's
profits of fluctuations in costs such as backbone costs and subcontractor costs;
IIJ's ability to generate significant revenues from its other services such as
systems integration; the ability to compete in a rapidly evolving and
competitive marketplace; the impact of technological changes in its industry;
and other risks referred to from time to time in IIJ's filings on Form 20-F of
its annual report and other filings with the United States Securities and
Exchange Commission.


    CONTACT: IIJ Corporate Communications
             Tel: +81-3-5259-6500
             ir@iij.ad.jp
             http://www.iij.ad.jp/




                                   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:  April 11, 2005                   By:/s/ Koichi Suzuki
                                           -----------------
                                           Koichi Suzuki
                                           President, Chief Executive Officer
                                           and Representative Director