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^*

Sprecher Jeffrey C

(Last)

(First)

(Middle)

2100 RIVEREDGE PARKWAY

SUITE 500

(Street)

ATLANTA

30328

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2006

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	09/15/2006		S⁽¹⁾		4,654	D	$67.5	2,160,192⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		108	D	$67.81	2,160,084⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		216	D	$67.95	2,159,868⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		54	D	$67.96	2,159,814⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		162	D	$67.97	2,159,652⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		54	D	$67.98	2,159,598⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		3,355	D	$68	2,156,243⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		325	D	$68.01	2,155,918⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		54	D	$68.02	2,155,864⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		703	D	$68.03	2,155,161⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		108	D	$68.04	2,155,053⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		663	D	$68.05	2,154,390⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		325	D	$68.06	2,154,065⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		271	D	$68.1	2,153,794⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽³⁾		688	D	$68.88	45,044⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		321	D	$68.9	44,723⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		2,157	D	$68.95	42,566⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		321	D	$69	42,245⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		321	D	$69.04	41,924⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		734	D	$69.05	41,190⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		688	D	$69.09	40,502⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		92	D	$69.15	40,410⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		138	D	$69.16	40,272⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		505	D	$69.2	39,767⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		92	D	$69.24	39,675⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		780	D	$69.25	38,895⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		505	D	$69.28	38,390⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		918	D	$69.31	37,472⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		413	D	$69.46	37,059⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		459	D	$69.6	36,600⁽⁴⁾	D

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. Represents shares held by Continental Power Exchange, Inc. ("CPEX"). Prior to this disposition, Mr. Sprecher beneficially owned 94.0% of the equity interest in CPEX and holds an irrevocable proxy to vote the remaining 6.0%. CPEX will use the proceeds of this disposition to purchase an additional 1.5% of the membership interests in CPEX not held by Mr. Sprecher. Following this purchase and future purchases as specified in a Rule 10b5-1 trading plan and a Redemption Agreement between Mr. Sprecher and the other shareholders of CPEX, Mr. Sprecher will beneficially own 100% of the equity interest in CPEX. Mr. Sprecher will not receive any of the proceeds from this disposition other than for the payment of his taxes related to such disposition by CPEX. The sale of these shares was effected pursuant to CPEX's previously disclosed Rule 10b5-1 trading plan adopted by CPEX on May 16, 2006.

2. As previously reported, the reporting person also indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership. The reporting person also owns shares directly.

3. The sales reported in this Form 4 were effected pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on May 16, 2006.

4. As previously reported, the reporting person also indirectly owns shares that are beneficially owned directly by CPEX. Prior to the reported transactions, the reporting person beneficially owned 94.0% of the equity interest in CPEX directly and holds an irrevocable proxy to vote the remaining 6.0%. As a result of the transactions reported in this Form 4, the reporting person is purchasing an additional 1.5% interest in CPEX. Also, as previously reported, the reporting person also indirectly beneficially owns shares that are owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

Remarks:

This is the second of four Forms 4 being filed by the reporting person as of the date of this Form 4.

	/s/ Andrew J. Surdykowski, Attorney-in-fact	09/19/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.