SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

MORGAN STANLEY

(Last)

(First)

(Middle)

1585 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2006

4. 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 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	06/02/2006		S		438⁽¹⁾	D	$56.6	6,151,139⁽³⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		548⁽¹⁾	D	$56.65	6,150,591⁽⁴⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		88⁽¹⁾	D	$56.7	6,150,503⁽⁵⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		22⁽¹⁾	D	$56.71	6,150,481⁽⁶⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		176⁽¹⁾	D	$56.72	6,150,305⁽⁷⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		22⁽¹⁾	D	$56.75	6,150,283⁽⁸⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		22⁽¹⁾	D	$56.85	6,150,261⁽⁹⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		175⁽¹⁾	D	$57	6,150,086⁽¹⁰⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		22⁽¹⁾	D	$57.01	6,150,064⁽¹¹⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		44⁽¹⁾	D	$57.03	6,150,020⁽¹²⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		110⁽¹⁾	D	$57.04	6,149,910⁽¹³⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		438⁽¹⁾	D	$57.05	6,149,472⁽¹⁴⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		175⁽¹⁾	D	$57.1	6,149,297⁽¹⁵⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		110⁽¹⁾	D	$57.2	6,149,187⁽¹⁶⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		88⁽¹⁾	D	$57.21	6,149,099⁽¹⁷⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		88⁽¹⁾	D	$57.23	6,149,011⁽¹⁸⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		110⁽¹⁾	D	$57.25	6,148,901⁽¹⁹⁾	I	See Note⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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 6,118,522 shares of Common Stock held directly by MSCG and 32,617 shares held directly by MSIL on June 2, 2006.

4. Includes 6,117,977 shares of Common Stock held directly by MSCG and 32,614 shares held directly by MSIL on June 2, 2006.

5. Includes 6,117,890 shares of Common Stock held directly by MSCG and 32,613 shares held directly by MSIL on June 2, 2006.

6. Includes 6,117,868 shares of Common Stock held directly by MSCG and 32,613 shares held directly by MSIL on June 2, 2006.

7. Includes 6,117,693 shares of Common Stock held directly by MSCG and 32,612 shares held directly by MSIL on June 2, 2006.

8. Includes 6,117,671 shares of Common Stock held directly by MSCG and 32,612 shares held directly by MSIL on June 2, 2006.

9. Includes 6,117,649 shares of Common Stock held directly by MSCG and 32,612 shares held directly by MSIL on June 2, 2006.

10. Includes 6,117,475 shares of Common Stock held directly by MSCG and 32,611 shares held directly by MSIL on June 2, 2006.

11. Includes 6,117,453 shares of Common Stock held directly by MSCG and 32,611 shares held directly by MSIL on June 1, 2006.

12. Includes 6,117,409 shares of Common Stock held directly by MSCG and 32,611 shares held directly by MSIL on June 1, 2006.

13. Includes 6,117,300 shares of Common Stock held directly by MSCG and 32,610 shares held directly by MSIL on June 2, 2006.

14. Includes 6,116,864 shares of Common Stock held directly by MSCG and 32,608 shares held directly by MSIL on June 2, 2006.

15. Includes 6,116,690 shares of Common Stock held directly by MSCG and 32,607 shares held directly by MSIL on June 2, 2006.

16. Includes 6,116,581 shares of Common Stock held directly by MSCG and 32,606 shares held directly by MSIL on June 2, 2006.

17. Includes 6,116,494 shares of Common Stock held directly by MSCG and 32,605 shares held directly by MSIL on June 2, 2006.

18. Includes 6,116,407 shares of Common Stock held directly by MSCG and 32,604 shares held directly by MSIL on June 2, 2006.

19. Includes 6,116,298 shares of Common Stock held directly by MSCG and 32,603 shares held directly by MSIL on June 2, 2006.

Remarks:

* This is the second of two Forms 4 being filed by the Reporting Person.

	/s/ Dennine Bullard, authorized signatory of Morgan Stanley	06/05/2006
	/s/ Robert P. Kinney of Morgan Stanley Capital Group Inc.	06/05/2006
	** 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 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).
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