United States securities and exchange commission logo





                             July 14, 2022

       Jeffrey Sprecher
       Chief Executive Officer
       Intercontinental Exchange, Inc.
       5660 New Northside Drive
       Atlanta, Georgia 30328

                                                        Re: Intercontinental
Exchange, Inc.
                                                            Registration
Statement on From S-4
                                                            Filed on June 17,
2022
                                                            File No. 333-265709

       Dear Mr. Sprecher:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       Questions and Answers about the Merger and the Special Meeting, page 1

   1.                                                   Please provide a
graphic depiction of the organization of ICE and Black Knight prior to
                                                        the business
combination. Please also include a post-combination organizational chart
                                                        that shows the
percentage of voting power held by Black Knight's current public
                                                        shareholders that opt
to receive stock consideration.
   2.                                                   Please add a question
and answer that addresses both the positive and negative factors that
                                                        the board considered
when determining to enter into the transaction agreement and its
                                                        rationale for approving
the transaction.
 Jeffrey Sprecher
FirstName  LastNameJeffrey   Sprecher
Intercontinental Exchange, Inc.
Comapany
July       NameIntercontinental Exchange, Inc.
     14, 2022
July 14,
Page  2 2022 Page 2
FirstName LastName
What will I receive if the merger is completed?, page 3

3.       Please include disclosure here that the cash consideration will
comprise 80% of the total
         value of the merger consideration and the stock consideration will
comprise 20% of the
         merger consideration.
Interests of Black Knight's Directors and Executive Officers in the Merger,
page 21

4.       Consistent with your disclosure on page 73 and elsewhere, please
disclose here that the
         amount of the discretionary bonus Mr. Jabbour may receive in
connection with the sale of
         Black Knight is $40 million. Please also quantify the aggregate amount
that Black
         Knight's executive officers may receive in connection to the merger.
Background of the Merger, page 53

5.       Please clarify whether any persons responsible for negotiating the
agreements on behalf of
         Black Knight are accepting any position or remuneration from any party
in connection
         with this transaction, including payments for managing the company
following the
         acquisition. If a negotiator is accepting a position with the company,
including as a
         director, please revise to address whether this was a negotiated item,
who negotiated it,
         and discuss how terms were set.
6.       We note the disclosure regarding a few different dates for meetings in
April 2022, where
         it is discussed that the Black Knight board met and members of Black
Knight
         management also attended. Please clarify who was present at each of
those different
         meetings.
7.       We note the disclosure that after April 28, 2022, over the following
days, the parties
         negotiated the final terms of the merger agreement. Please clarify who
negotiated the
         final terms. Please also disclose which company initially proposed the
total consideration
         and mix of consideration that was ultimately agreed upon.
Opinion of Black Knight's Financial Advisor, page 61

8.       We note the financial analyses summarized regarding public trading
multiples and
         transaction multiples. Please clarify the criteria the advisor used to
select comparable
         companies or transactions. Please disclose if the advisor excluded any
companies or
         transactions that met the selection criteria from the analyses and, if
applicable, why those
         companies or transactions were excluded.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 Jeffrey Sprecher
Intercontinental Exchange, Inc.
July 14, 2022
Page 3

statement.

       Please contact John Stickel at 202-551-3324 or Susan Block at
202-551-3210 with any
other questions.



FirstName LastNameJeffrey Sprecher                       Sincerely,
Comapany NameIntercontinental Exchange, Inc.
                                                         Division of
Corporation Finance
July 14, 2022 Page 3                                     Office of Finance
FirstName LastName