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 ^*

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)
05/30/2006

(Street)

NEW YORK, NY 10036

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

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	05/30/2006		S		110 ⁽¹⁾	D	$ 55.05	6,294,866 ⁽³⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		22 ⁽¹⁾	D	$ 55.06	6,294,844 ⁽⁴⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		22 ⁽¹⁾	D	$ 55.07	6,294,822 ⁽⁵⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		22 ⁽¹⁾	D	$ 55.1	6,294,800 ⁽⁶⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		22 ⁽¹⁾	D	$ 55.16	6,294,788 ⁽⁷⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		483 ⁽¹⁾	D	$ 55.5	6,294,295 ⁽⁸⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		132 ⁽¹⁾	D	$ 55.51	6,294,163 ⁽⁹⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		154 ⁽¹⁾	D	$ 55.52	6,294,009 ⁽¹⁰⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		65 ⁽¹⁾	D	$ 55.53	6,293,944 ⁽¹¹⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		110 ⁽¹⁾	D	$ 55.54	6,293,834 ⁽¹²⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		43 ⁽¹⁾	D	$ 55.55	6,293,791 ⁽¹³⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		22 ⁽¹⁾	D	$ 55.56	6,293,769 ⁽¹⁴⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		285 ⁽¹⁾	D	$ 55.57	6,293,484 ⁽¹⁵⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		197 ⁽¹⁾	D	$ 55.58	6,293,287 ⁽¹⁶⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		43 ⁽¹⁾	D	$ 55.59	6,293,244 ⁽¹⁷⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		307 ⁽¹⁾	D	$ 55.6	6,292,937 ⁽¹⁸⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		44 ⁽¹⁾	D	$ 55.63	6,292,893 ⁽¹⁹⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		132 ⁽¹⁾	D	$ 56.5	6,292,761 ⁽²⁰⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		176 ⁽¹⁾	D	$ 56.58	6,292,585 ⁽²¹⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		22 ⁽¹⁾	D	$ 56.6	6,292,563 ⁽²²⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		22 ⁽¹⁾	D	$ 56.64	6,292,541 ⁽²³⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		22 ⁽¹⁾	D	$ 56.65	6,292,519 ⁽²⁴⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		44 ⁽¹⁾	D	$ 56.66	6,292,475 ⁽²⁵⁾	I	See Note ⁽²⁾
Common Stock, par value $0.01	05/30/2006		S		66 ⁽¹⁾	D	$ 56.68	6,292,410 ⁽²⁶⁾	I	See Note ⁽²⁾

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

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 6,261,490 shares of Common Stock held directly by MSCG and 33,376 shares held directly by MSIL on May 30, 2006.
(4)	Includes 6,261,468 shares of Common Stock held directly by MSCG and 33,376 shares held directly by MSIL on May 30, 2006.
(5)	Includes 6,261,446 shares of Common Stock held directly by MSCG and 33,376 shares held directly by MSIL on May 30, 2006.
(6)	Includes 6,261,424 shares of Common Stock held directly by MSCG and 33,376 shares held directly by MSIL on May 30, 2006.
(7)	Includes 6,261,402 shares of Common Stock held directly by MSCG and 33,376 shares held directly by MSIL on May 30, 2006.
(8)	Includes 6,260,922 shares of Common Stock held directly by MSCG and 33,373 shares held directly by MSIL on May 30, 2006.
(9)	Includes 6,260,791 shares of Common Stock held directly by MSCG and 33,372 shares held directly by MSIL on May 30, 2006.
(10)	Includes 6,260,638 shares of Common Stock held directly by MSCG and 33,371 shares held directly by MSIL on May 30, 2006.
(11)	Includes 6,260,573 shares of Common Stock held directly by MSCG and 33,371 shares held directly by MSIL on May 30, 2006.
(12)	Includes 6,260,464 shares of Common Stock held directly by MSCG and 33,370 shares held directly by MSIL on May 30, 2006.
(13)	Includes 6,260,421 shares of Common Stock held directly by MSCG and 33,370 shares held directly by MSIL on May 30, 2006.
(14)	Includes 6,260,399 shares of Common Stock held directly by MSCG and 33,370 shares held directly by MSIL on May 30, 2006.
(15)	Includes 6,260,116 shares of Common Stock held directly by MSCG and 33,368 shares held directly by MSIL on May 30, 2006.
(16)	Includes 6,259,920 shares of Common Stock held directly by MSCG and 33,367 shares held directly by MSIL on May 30, 2006.
(17)	Includes 6,259,877 shares of Common Stock held directly by MSCG and 33,367 shares held directly by MSIL on May 30, 2006.
(18)	Includes 6,259,572 shares of Common Stock held directly by MSCG and 33,365 shares held directly by MSIL on May 30, 2006.
(19)	Includes 6,259,528 shares of Common Stock held directly by MSCG and 33,365 shares held directly by MSIL on May 30, 2006.
(20)	Includes 6,259,397 shares of Common Stock held directly by MSCG and 33,364 shares held directly by MSIL on May 30, 2006.
(21)	Includes 6,259,222 shares of Common Stock held directly by MSCG and 33,363 shares held directly by MSIL on May 30, 2006.
(22)	Includes 6,259,200 shares of Common Stock held directly by MSCG and 33,363 shares held directly by MSIL on May 30, 2006.
(23)	Includes 6,259,178 shares of Common Stock held directly by MSCG and 33,363 shares held directly by MSIL on May 30, 2006.
(24)	Includes 6,259,156 shares of Common Stock held directly by MSCG and 33,363 shares held directly by MSIL on May 30, 2006.
(25)	Includes 6,259,112 shares of Common Stock held directly by MSCG and 33,363 shares held directly by MSIL on May 30, 2006.
(26)	Includes 6,259,047 shares of Common Stock held directly by MSCG and 33,363 shares held directly by MSIL on May 30, 2006.

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