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

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GOLDMAN SACHS GROUP INC/

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)

85 BROAD ST

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

(Street)

NEW YORK, NY 10004

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	05/23/2006		S		983	D	$ 60.9	913,733	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		415	D	$ 60.92	913,318	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		22	D	$ 60.94	913,296	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		306	D	$ 60.95	912,990	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		22	D	$ 60.96	912,968	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		218	D	$ 60.97	912,750	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		3,277	D	$ 61	909,473	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		218	D	$ 61.01	909,255	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		1,661	D	$ 61.02	907,594	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		1,442	D	$ 61.05	906,152	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		655	D	$ 61.07	905,497	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		437	D	$ 61.1	905,060	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		634	D	$ 61.15	904,426	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		66	D	$ 61.16	904,360	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		1,464	D	$ 61.25	902,896	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		2,185	D	$ 61.3	900,711	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		437	D	$ 61.4	900,274	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/23/2006		S		2,185	D	$ 61.8	898,089	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		44	D	$ 55.05	898,045	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		87	D	$ 55.1	897,958	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		66	D	$ 55.15	897,892	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		66	D	$ 55.16	897,826	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		44	D	$ 55.19	897,782	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		153	D	$ 55.2	897,629	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		109	D	$ 55.22	897,520	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		44	D	$ 55.23	897,476	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		44	D	$ 55.3	897,432	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		44	D	$ 55.42	897,388	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/24/2006		S		44	D	$ 55.45	897,344	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock								34,180	I	See footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Class A Common Stock Series 2

⁽⁵⁾

Common Stock

5,428,659

D ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOLDMAN SACHS GROUP INC/ 85 BROAD ST NEW YORK, NY 10004		X
GOLDMAN SACHS INTERNATIONAL 85 BROAD STREET NEW YORK, NY 10004		X

Signatures

/s/ Roger S. Begelman, Attorney-in-fact		05/30/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman, Attorney-in-fact		05/30/2006
^**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)	This is the second of four Forms 4 being filed by the Reporting Persons as of the date of this Form 4.
(2)	This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs International ("GSI" and, together with GS Group, the "Reporting Persons").
(3)	On May 25, 2006, GS Group reported that it sold (i) 67,731 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) 8,740 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 GS Group sold (i) an aggregate of 67,731 shares of Common Stock on May 23, 2006 in a series of transactions that were effected at various prices and (ii) an aggregate of 8,740 shares of Common Stock on May 24, 2006 in a series of transactions that were effected at various prices.
(4)	GSI beneficially owns directly and GS Group may be deemed to beneficially own indirectly 34,180 shares of Common Stock. GSI is an indirect wholly-owned subsidiary of GS Group.
(5)	Class A Common Stock, Series 2 ("A2 Shares") became convertible into Common Stock on a 1-for-1 basis at the option of the holder on and following May 20, 2006 pursuant to the plan of recapitalization adopted in connection with the Issuer's initial public offering on November 21, 2005 and have no expiration date. GS Group beneficially owns directly 5,428,659 A2 Shares.

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