THE BANK OF NEW 
YORK
 NEW YORKS FIRST BANK  FOUNDED 1784 BY 
ALEXANDER HAMILTON

101 BARCLAY STREET, NEW YORK, N.Y. 10286
AMERICAN DEPOSITARY RECEIPTS

October 18, 2005				
	
SECURITIES & EXCHANGE COMMISSION
450 Fifth Street, NW
Washington, DC 20549				
	
Attn.: Document Control 			
	

			
RE:	Depositary Shares evidenced by the 
American Depositary Receipts for 
Ordinary Shares, each of Internet 
Initiative Japan Inc. (File No. 3331 
10862)

				

Ladies and Gentlemen:

Pursuant to Rule 424(b)(3) under the Securities 
Act of 1933, as amended, on behalf of The Bank 
of New York, as Depositary for securities 
against which American Depositary Receipts are 
to be issued, we attach a copy of the new 
prospectus (Prospectus) reflecting the change in 
the number of ordinary shares represented by 
fourhundred American Depositary Shares (the 
Ratio).

As required by Rule 424(e), the upper right hand 
corner of the Prospectus cover page has a 
reference to Rule 424(b)(3) and to the file 
number of the registration statement to which 
the Prospectus relates.

Pursuant to Section III B of the General 
Instructions to the Form F 6 Registration 
Statement, the Prospectus consists of the ADR 
certificate for Internet Initiative Japan Inc. 

The Prospectus has been revised to reflect the 
new Ratio, and has been overstamped with: 
                                
 EFFECTIVE October 11, 2005, 
INTERNET INITIATIVE JAPAN INC. 
AMERICAN DEPOSITARY SHARE 
(ADS) RATIO CHANGED FROM 
2,000:1 (TWO THOUSAND ADS 
EQUALING ONE ORDINARY 
SHARES) TO 400:1 (FOUR HUNDRED 
ADS EQUALING ONE ORDINARY 
SHARE).

Attached to this letter is a copy of a letter from 
Internet Initiative Japan Inc. to The Bank of 
New York requesting that the Ratio be changed.
                                           
Please contact me with any questions or 
comments at 212 8158223


Anita Sung
Assistant Vice President
The Bank of New York  ADR Division
 
 

Encl.

CC: Paul Dudek, Esq. (Office of International 
Corporate Finance)			



6759341