Edgar Filing: INTERCONTINENTALEXCHANGE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MORGAN STANLEY

2. Issuer Name and Ticker or Trading Symbol
INTERCONTINENTALEXCHANGE INC [ICE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1585 BROADWAY

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2006

(Street)

NEW YORK, NY 10036

4. If Amendment, Date Original Filed(Month/Day/Year)
05/25/2006

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	05/23/2006		S		416 ⁽¹⁾	D	$ 60.92	6,399,855 ⁽³⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		22 ⁽¹⁾	D	$ 60.94	6,399,833 ⁽⁴⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		307 ⁽¹⁾	D	$ 60.95	6,399,526 ⁽⁵⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		22 ⁽¹⁾	D	$ 60.96	6,399,504 ⁽⁶⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		219 ⁽¹⁾	D	$ 60.97	6,399,285 ⁽⁷⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		3,282 ⁽¹⁾	D	$ 61	6,396,003 ⁽⁸⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		219 ⁽¹⁾	D	$ 61.01	6,395,784 ⁽⁹⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		1,667 ⁽¹⁾	D	$ 61.02	6,394,117 ⁽¹⁰⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		1,448 ⁽¹⁾	D	$ 61.05	6,392,669 ⁽¹¹⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		657 ⁽¹⁾	D	$ 61.07	6,392,012 ⁽¹²⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		438 ⁽¹⁾	D	$ 61.1	6,391,574 ⁽¹³⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		636 ⁽¹⁾	D	$ 61.15	6,390,938 ⁽¹⁴⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		65 ⁽¹⁾	D	$ 61.16	6,390,873 ⁽¹⁵⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		1,470 ⁽¹⁾	D	$ 61.25	6,389,403 ⁽¹⁶⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		2,192 ⁽¹⁾	D	$ 61.3	6,387,211 ⁽¹⁷⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		438 ⁽¹⁾	D	$ 61.4	6,386,773 ⁽¹⁸⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/23/2006		S		2,192 ⁽¹⁾	D	$ 61.8	6,384,581 ⁽¹⁹⁾	I	See Note ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MORGAN STANLEY 1585 BROADWAY NEW YORK, NY 10036		X

Signatures

/s/ Dennine Bullard, authorized signatory of Morgan Stanley		06/01/2006
^**Signature of Reporting Person		Date
/s/ Robert P. Kinney of Morgan Stanley Capital Group Inc.		06/01/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes shares of Common Stock sold by Morgan Stanley Capital Group Inc. ("MSCG") and Morgan Stanley & Co. International Limited ("MSIL").
(2)	Each of MSCG and MSIL is a wholly-owned subsidiary of Morgan Stanley. MSCG and MSIL each directly own shares of Common Stock of the Issuer. See Exhibit 99.1 - Joint Filer Information.
(3)	Includes 6,365,936 shares of Common Stock held directly by MSCG and 33,919 shares held directly by MSIL on May 23, 2006.
(4)	Includes 6,365,914 shares of Common Stock held directly by MSCG and 33,919 shares held directly by MSIL on May 23, 2006.
(5)	Includes 6,365,609 shares of Common Stock held directly by MSCG and 33,917 shares held directly by MSIL on May 23, 2006.
(6)	Includes 6,365,587 shares of Common Stock held directly by MSCG and 33,917 shares held directly by MSIL on May 23, 2006.
(7)	Includes 6,365,369 shares of Common Stock held directly by MSCG and 33,916 shares held directly by MSIL on May 23, 2006.
(8)	Includes 6,362,097 shares of Common Stock held directly by MSCG and 33,906 shares held directly by MSIL on May 23, 2006.
(9)	Includes 6,361,879 shares of Common Stock held directly by MSCG and 33,905 shares held directly by MSIL on May 23, 2006.
(10)	Includes 6,360,221 shares of Common Stock held directly by MSCG and 33,896 shares held directly by MSIL on May 23, 2006.
(11)	Includes 6,358,781 shares of Common Stock held directly by MSCG and 33,888 shares held directly by MSIL on May 23, 2006.
(12)	Includes 6,358,127 shares of Common Stock held directly by MSCG and 33,885 shares held directly by MSIL on May 23, 2006.
(13)	Includes 6,357,691 shares of Common Stock held directly by MSCG and 33,883 shares held directly by MSIL on May 23, 2006.
(14)	Includes 6,357,058 shares of Common Stock held directly by MSCG and 33,880 shares held directly by MSIL on May 23, 2006.
(15)	Includes 6,356,993 shares of Common Stock held directly by MSCG and 33,880 shares held directly by MSIL on May 23, 2006.
(16)	Includes 6,355,531 shares of Common Stock held directly by MSCG and 33,872 shares held directly by MSIL on May 23, 2006.
(17)	Includes 6,353,350 shares of Common Stock held directly by MSCG and 33,861 shares held directly by MSIL on May 23, 2006.
(18)	Includes 6,352,914 shares of Common Stock held directly by MSCG and 33,859 shares held directly by MSIL on May 23, 2006.
(19)	Includes 6,350,733 shares of Common Stock held directly by MSCG and 33,848 shares held directly by MSIL on May 23, 2006.
Remarks: 1) On May 25, 2006, Morgan Stanley reported that it sold (i) 67,983 shares of the Issuer's common stock, $0.01 par value ("Common Stock") on May 23, 2006 at a price of $60.91 and (ii) 8,772 shares of Common Stock on May 24, 2006 at a price of $56.76. This amended Form 4 is being filed to reflect the fact that Morgan Stanley sold (i) an aggregate of 67,983 shares of Common Stock on May 23, 2006 in a series of transactions that were effected at various prices and (ii) an aggregate of 8,772 shares of Common Stock on May 24, 2006 in a series of transactions that were effected at various prices. 2) This is the second of five forms being filed by the Reporting Person.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.