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 June 17, 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             2005/06/17      IIJ Announces Expected Termination of Offering 
                                in Japan and Withdrawal of Proposed Japanese 
                                Listing





                                   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:  June 17, 2005            By:     /s/ Koichi Suzuki
                                        --------------------------------
                                        Koichi Suzuki
                                        President, Chief Executive Officer and 
                                        Representative Director




Exhibit 1
---------

            IIJ Announces Expected Termination of Offering
         in Japan and Withdrawal of Proposed Japanese Listing


    TOKYO--(BUSINESS WIRE)--June 17, 2005--Internet Initiative Japan Inc. (IIJ,
NASDAQ: IIJI) today announced that as of the closing of the subscription period
for its initial public share offering in Japan today, fewer than 300 prospective
new investors had submitted purchase orders. As a consequence, IIJ will not be
able to fulfill the listing requirements of the Mothers market of the Tokyo
Stock Exchange and will therefore be unable to satisfy the conditions to closing
of this offering as set forth in the underwriting agreement relating thereto.
IIJ expects to terminate this offering and withdraw its listing application
early next week. IIJ will seek a domestic listing in Japan at a future date.
    Any shares sold in connection with the proposed offering have not been and
will not be registered under the U.S. Securities Exchange Act of 1933, as
amended (the "Securities Act") and may not be offered or sold in the United
States absent registration under the Securities Act or an applicable exemption
from the registration requirements of the Securities Act.

    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 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.


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