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                                                                     Exhibit 1.1
(Translation)
                            ARTICLES OF INCORPORATION

                                              Executed on December 3, 1992
                                              Amended on June 24, 2004

                         CHAPTER I. GENERAL PROVISIONS

Article 1.        (Corporate Name)

         The Company shall be called Kabushiki Kaisha Internet Initiative, which
shall be expressed in English as Internet Initiative Japan Inc.

Article 2.        (Objects)

         The objects of the Company shall be to engage in the following
categories of business:

Telecommunications business;

Telecommunications construction business;

Manufacture, construction, development, sale, purchase, lease, export and import
of telecommunications' machinery and equipment, telecommunications facilities,
software and telecommunications systems;

Administration, maintenance and operation of telecommunications' machinery and
equipment, telecommunications facilities, software and telecommunications
systems;

Consulting service related to the foregoing;

Research, study, education and training related to the foregoing;

The sale and purchase of telephone subscriber's rights; and

Any and all businesses incidental or related to the foregoing.

Article 3.        (Location of Head Office)

         The Company shall have its head office in Chiyoda-ku, Tokyo.

Article 4.        (Method of Public Notice)

         Public notices of the Company shall be given in the Nihon Keizai
Shinbun.

                               CHAPTER II. SHARES

Article 5.        (Total Number of Shares Authorized to be Issued)

         The total number of shares authorized to be issued by the Company shall
be seventy five thousand five hundred and twenty (75,520) shares; provided that
in case of retirement of any shares, the number of shares subject to retirement
shall be reduced from the total number of shares authorized to be issued.

Article 6.        (Handling of Shares and Fractional Shares)

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         Kinds of share certificates to be issued by the Company, and matters
concerning registration of transfer of shares, registration of pledges,
indication of trust property, purchase of fractional shares, reissue of share
certificates and other procedures concerning shares and handling charges thereof
shall be governed by the Share Handling Regulations to be prescribed by the
Board of Directors.

Article 7.         (Transfer Agent)

         The Company shall appoint a transfer agent for the handling of its
shares and fractional shares.

2. The transfer agent and its place of business shall be designated by a
resolution of the Board of Directors.


3. The register of shareholders, the original register of fractional shares of
the Company and the register of lost share certificates shall be kept by the
transfer agent at its place of business, and matters concerning registration of
transfer of shares, registration of pledges, indication of trust property,
delivery of share certificates, acceptance of reports by shareholders, listing
or recording into the original register of fractional shares and the register of
lost share certificates and other matters concerning shares and fractional
shares shall be handled by the transfer agent, and the Company shall not handle
any such matters.

Article 8.        (Record Date)

         The shareholders entitled to exercise voting rights at the ordinary
general meeting of shareholders of the Company relevant to each fiscal year
shall be those shareholders with voting rights who are listed or recorded in the
last register of shareholders as of March 31 of the fiscal year.

2. In addition to the preceding paragraph, whenever necessary, the Company may
provisionally fix a record date after giving a public notice according to a
resolution of the Board of Directors and may deem the shareholders or pledgees
who are listed or recorded in the last register of shareholders as of the record
date, or holders of fractional shares who are listed or recorded in the last
original register of fractional shares as of the record date, as the
shareholders, registered pledgees or holders of fractional shares entitled to
exercise the relevant rights.

                  CHAPTER III. GENERAL MEETING OF SHAREHOLDERS

Article 9.        (Convocation)

         An ordinary general meeting of shareholders of the Company shall be
held within three (3) months from the day immediately following the settlement
of accounts of each fiscal year and an extraordinary general meeting of
shareholders may be held from time to time whenever necessary.

Article 10.       (Chairman)

         The President shall chair a general meeting of shareholders. Should the
President be unable to so act, another director shall act in his/her place in
the order predetermined by the Board of Directors.



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Article 11.       (Voting by Proxy)

         A shareholder may exercise his/her voting right through another
shareholder having voting rights acting as a proxy in a general meeting of
shareholders.

2. In the case of the preceding paragraph, the shareholder or his/her proxy
shall submit to the Company an instrument evidencing his/her power as proxy for
each general meeting of shareholders.

Article 12.1.     (Method of Resolution)

         Unless otherwise provided for by law or these Articles of
Incorporation, resolutions of a general meeting of shareholders shall be adopted
by a majority vote of shareholders present at the meeting.

2. Special resolutions under Article 343 of the Commercial Code of Japan and
other resolutions to which the method of resolution of aforementioned Article is
applied mutatis mutandis by laws or regulations shall be passed by two-thirds or
more of the voting rights of the shareholders present having one-third or more
of the voting rights of all shareholders.

Article 13.       (Minutes)

         The summary of proceedings at a general meeting of shareholders and the
results thereof shall be recorded in the minutes of the meeting, which shall
bear the signatures, printed names and seal impressions, or digital signatures
of the chairman of the meeting and the directors who were present at the
meeting.

                CHAPTER IV. DIRECTORS AND THE BOARD OF DIRECTORS

Article 14.       (Number of Directors)

         The number of directors of the Company shall be between three (3) and
ten (10).

Article 15.       (Election)

         A resolution for election of directors shall be made by a majority of
voting rights of the shareholders present at the meeting where the shareholders
representing one third (1/3) or more of the total number of the voting rights of
all shareholders are present; provided that cumulative voting shall not be
adopted for such election.

Article 16.       (Term of Office of Directors)

         The term of office of directors shall expire at the close of the
ordinary general meeting of shareholders held in relation to the last settlement
of accounts within two (2) years following their assumption of office.

Article 17.       (Convocation of Meetings of the Board of Directors)

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         Unless otherwise provided for by law, a meeting of the Board of
Directors shall be convened and chaired by the President.


2.       The notice of convocation of a meeting of the Board of Directors shall
be given to each director and statutory auditor at least three (3) days prior to
the day set for such meeting; provided, however, that this period may be further
shortened under pressing circumstances.

3.       Matters concerning operation of meetings of the Board of Directors,
etc. shall be governed by the Regulations of Board of Directors to be prescribed
by the Board of Directors.

Article 18.       (Representative Director and Directors with Specific Titles)

         Representative Directors shall be elected among directors by the
resolution of the Board of Directors. Each Representative Director shall
severally represent the Company.

2. The Board of Directors may, by its resolution, select from among its members
one chairman of the Board of Directors, one President, several Vice Presidents,
several Senior Managing Directors, several Managing Directors.

Article 19.       (Method of Resolution of the Meeting of the Board of
                   Directors)

         A resolution of the Board of Directors shall be adopted by a majority
vote of the directors present at the meeting at which a majority of the
directors are present.

Article 20.       (Remuneration and Retirement Allowances)

         The remuneration and retirement allowances for directors shall be
determined in a general meeting of shareholders.

Article 20.2    (Exemption of Liability for Directors)

         The Company may, pursuant to the provision of Article 266 paragraph 12
of the Commercial Code of Japan, with a resolution of the Board of Directors,
exempt a director (either incumbent or past) from liabilities in respect of the
acts mentioned in Article 266 paragraph 1 item 5 of the Commercial Code of Japan
only to the extent permitted by laws or regulations.

2. The Company may, pursuant to Article 266 paragraph 19 of the Commercial Code
of Japan, enter into an agreement with an outside director under which liability
of such director against the Company for the damages resulting from acts
mentioned in Article 266 paragraph 1 item (5) shall be limited; provided,
however, that the limited amount of such damages pursuant to the agreement shall
be the larger of the amount not less than 10 million yen which has been
determined in advance or the amount provided by laws or regulations.

          CHAPTER V. STATUTORY AUDITORS AND THE BOARD OF STATUTORY AUDITORS

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Article 21.       (Number of Statutory Auditors)

         The Company shall have three (3) or more statutory auditors.

Article 22.       (Election)

         A resolution for election of statutory auditors shall be made by a
majority of voting rights of the shareholders present at the meeting where the
shareholders representing one third (1/3) or more of the total number of the
voting rights of all shareholders are present.

Article 23.       (Term of Office of Statutory Auditors)

         The term of office of statutory auditors shall expire at the close of
the ordinary general meeting of shareholders in relation to the last settlement
of accounts within four (4) years following their assumption of office.
2. The term of office of a statutory auditor elected to fill a vacancy shall
expire at such time as the term of office of his/her predecessor would otherwise
expire.

Article 24.       (Full-time Statutory Auditors)

         The statutory auditors shall appoint a full-time statutory auditor(s)
from among themselves. A standing statutory auditor(s) may be appointed from
among full-time statutory auditors through mutual consultation among statutory
auditors.

Article 25.       (Procedures for Convocation of the Meeting of the Board of
                   Statutory Auditors)

         A notice of the convocation of a meeting of the Board of Statutory
Auditors shall be given to each statutory auditor at least three (3) days prior
to the date set for such meeting; provided, however, that such period may be
shortened under pressing circumstances.
2. Matters concerning operation of meetings of the Board of Statutory Auditors,
etc. shall be governed by the Regulations of Board of Statutory Auditors to be
prescribed by the Board of Statutory Auditors.

Article 26.       (Remuneration and Retirement Allowances for Statutory
                   Auditors)

         The remuneration and retirement allowances for statutory auditors
shall be determined in a general meeting of shareholders.

Article 26.2      (Exemption of Liability for Statutory Auditors)

         The Company may, pursuant to the provision of Article 280 paragraph 1
of the Commercial Code of Japan, with a resolution of the Board of Directors,
exempt a statutory auditor (either incumbent or past) from liabilities only to
the extent permitted by laws or regulations.



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                             CHAPTER VI. ACCOUNTING

Article 27.       (Substitute Statutory Auditor)

         The Company may, in preparation for the case where the Company has a
vacancy in the number of its statutory auditors provided by laws or regulations,
elect a substitute statutory auditor at a general meeting of shareholders in
advance.
2. A resolution for election of a substitute statutory auditor shall be made by
a majority of voting rights of the shareholders present at the meeting where the
shareholders representing one third (1/3) or more of the total number of the
voting rights of all shareholders are present.
3. A resolution for election of a substitute statutory auditor shall remain
effective until the holding of the immediate subsequent ordinary general meeting
of shareholders.
4. In case a substitute statutory auditor assumes the office of a statutory
auditor, the term of office of such statutory auditor shall expire at such time
as the term of office of his/her predecessor would otherwise expire.

Article 28.       (Fiscal Year)

         The fiscal year of the Company shall commence on April 1 of each year
and end on March 31 of the following year.

Article 29.       (Fixing of Shareholders for Payment of Dividends)

         Dividends shall be paid to the shareholders or pledgees who are listed
on recorded in the last register of shareholders as of March 31 of each year, or
the holders of fractional shares who are listed on recorded in the last original
register of fractional shares as of the same date or who deposited their
fractional share certificates with the Company as of such date.

Article 30.       (Interim Dividends)

         The Company may, by resolution of the Board of Directors, pay interim
dividends to shareholders or pledgees listed or recorded in the last register of
shareholders as of September 30 in each year or the holders of fractional shares
listed or recorded in the last original register of fractional shares as of the
same day.

Article 31.       (Dividends on Shares issued upon Conversion of Convertible
                   Bonds)

         The initial dividends and interim dividends on shares issued upon
conversion of convertible bonds and fractional shares issued therewith shall be
paid, assuming that the conversion took place on April 1 if such conversion
request is made during the period from April 1 to September 30 or on October 1
if such conversion request is made during the period from October 1 to March 31
of the following year.

Article 32.       (Prescription Period of Dividends)

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         In case dividends or interim dividends remain unclaimed for three (3)
full years after the first date of payment, the Company shall be relieved from
the obligation to make payment thereof.

2.       No interest shall accrue on the outstanding dividends provided for in
the preceding paragraph.

(Supplementary Provision)

Article 1.

With regard to the term of office of statutory auditors who are incumbent before
the close of the ordinary general meeting of shareholders held for the first
settlement term ending after May 1, 2002, the phrase within three (3) years
following their assumption of office in Article 23 hereof shall be read as
within four (4) years following their assumption of office.



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