SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MORGAN STANLEY

(Last)

(First)

(Middle)

1585 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2005

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

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

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

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value 0.01 per share	1,395,395	I	See Note⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	⁽²⁾⁽³⁾	⁽⁵⁾	Common Stock	6,452,564⁽²⁾⁽⁴⁾	⁽²⁾	I	See Note⁽²⁾

Explanation of Responses:

1. The Class A Common Stock, Series 1, of the Issuer ("Class A1 Common Stock") and Class A Common Stock, Series 2, of the Issuer ("Class A2 Common Stock") are referred to collectively as "Class A Common Stock." All numbers of shares of Class A Common Stock reported herein assume the completion of the 1 for 4 reverse stock split of shares of Class A Common Stock in the Recapitalization.

2. Prior to the initial public offering of the Issuer ("IPO"), Morgan Stanley Capital Group Inc. ("MSCG"), a wholly-owned subsidiary of Morgan Stanley, directly owned 7,813,779 shares of Class A2 Common Stock and Morgan Stanley & Co. International Limited ("MSIL"), also a wholly-owned subsidiary of Morgan Stanley, directly owned 34,180 shares of Class A1 Common Stock. See Exhibit 99.1 - Joint Filer Information. Immediately prior to the closing of the IPO and pursuant to a recapitalization plan approved by the board of directors of the Issuer (the "Recapitalization"), MSCG converted 1,395,395 shares of Class A2 Common Stock into 1,395,395 shares of Common Stock, which were then sold in the IPO.

3. Shares of Class A Common Stock that are not converted and sold in the IPO may be converted at any time (i) by any holder of shares of Class A1 Common Stock (other than holders who also own shares of Class A2 Common Stock) beginning on the date 90 days after the completion of the IPO and (ii) by any holder of shares of Class A2 Common Stock beginning on the date 180 days after the completion of the IPO.

4. Includes 34,180 shares of Class A1 Common Stock held by MSIL.

5. These securities do not expire.

	Robert Koppenol authorized signatory of Morgan Stanley	11/21/2005
	Nancy A. King authorized signatory of Morgan Stanley Capital Group Inc.	11/21/2005
	Colin Bryce authorized signatory of Morgan Stanley & Co. International Limited	11/21/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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