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 August 28, 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        08/28/2003       IIJ Announces Proposed Issuance of New Shares











                                   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:  August 28, 2003             By:  /s/ Koichi Suzuki
                                      ------------------------------------------
                                        Koichi Suzuki
                                        President, Chief Executive Officer and
                                        Representative Director


















EXHIBIT


            IIJ Announces Proposed Issuance of New Shares

    TOKYO--(BUSINESS WIRE)--Aug. 28, 2003--Internet Initiative Japan
Inc. (IIJ, NASDAQ: IIJI), Japan's leading Internet access and
comprehensive network solutions provider, today announced that its
board of directors approved the issuance of new shares of common stock
in a proposed privately negotiated transaction in Japan.
    In the transaction, IIJ is proposing to issue 12,615 new shares of
common stock at the current market price for a total amount of
approximately JPY 12 billion. IIJ is in discussion with NTT Group
(Nippon Telegraph and Telephone Corporation and NTT Communications
Corporation), Itochu Corporation, Sumitomo Corporation and other
existing Japanese shareholders to purchase the share proposed to be
issued.
    "This transaction will improve IIJ's capital structure" said
Koichi Suzuki, President and CEO of IIJ. "It will help to offset the
financial impact of commencement of corporate reorganization
proceedings of Crosswave Communications Inc., IIJ's affiliate."

    Forms of the transaction
1. Maximum number of common shares to be issued   12,615 shares
2. Approximate total amount of issue              JPY 12,000,649,500
                                                 (JPY 951,300 / share)
3. Date for application                           September 16, 2003
4. Date for payment                               September 16, 2003
5. The date of calculation of dividend            April 1, 2003

    About IIJ

    Founded in 1992, Internet Initiative Japan Inc. (IIJ, NASDAQ:
IIJI) is Japan's leading Internet-access and comprehensive network
solutions provider. 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. Services range from the
delivery of new generation network services over an optical-fiber
infrastructure that is optimized for data communications, to the
construction of pan-Asian IP backbone networks. The company also
offers high-quality systems integration and security services,
internet access, hosting/housing, and content design.

    The statements within this release contain forward-looking
statements about our future plans that involve risk and uncertainties.
These statements may differ materially from actual future events or
results. Readers are referred to the documents filed by Internet
Initiative Japan Inc. with the SEC, specifically the most recent
reports on Forms 20-F and 6-K, which identify important risk factors
that could cause actual results to differ from those contained in the
forward-looking statements.

    CONTACT: IIJ Investor Relations Office
             +81-3-5259-6500
             ir@iij.ad.jp URL:
             http://www.iij.ad.jp/