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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (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) 05/22/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/22/2006		C		965,820	A	(3)	965,820	D(1)
Common Stock	05/22/2006		C		34,180	A	(4)	34,180	I	See footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Stock, Series 2	(3)	05/22/2006		C			965,820(1)	(3)	(3)	Common Stock	965,820	(3)	5,428,659	D(3)
Class A Common Stock, Series 1	(4)	05/22/2006		C			34,180	(4)	(4)	Common Stock	34,180	(4)	0	I	See footnote(2)

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDMAN SACHS INTERNATIONAL (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On May 22, 2006, The Goldman Sachs Group, Inc. ("GS Group") converted 965,820 shares of Class A Common Stock, Series 2 ("A2 Shares") of the Issuer into 965,820 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), pursuant to an optional conversion right granted under the Issuer's amended and restated certificate of incorporation as part of a plan of recapitalization adopted in connection with the Issuer's initial public offering on November 21, 2005. GS Group beneficially owns directly 965,820 shares of Common Stock.

2. On May 22, 2006, Goldman Sachs International ("GSI") converted 34,180 shares of Class A Common Stock, Series 1 ("A1 Shares") of the Issuer into 34,180 shares of Common Stock pursuant to an optional conversion right granted under the Issuer's amended and restated certificate of incorporation. GSI beneficially owns directly and GS Group may be deemed to beneficially own indirectly 34,180 shares of Common Stock. GSI is a direct and indirect wholly-owned subsidiary of GS Group.

3. The A2 Shares became convertible into Common Stock on a 1-for-1 basis at the option of the holder on and following May 20, 2006 pursuant to the plan of recapitalization and have no expiration date. GS Group beneficially owns directly 5,428,659 A2 Shares.

4. The A1 Shares became convertible into Common Stock on a 1-for-1 basis at the option of the holder on and following May 20, 2006 pursuant to the plan of recapitalization and have no expiration date.

	/s/ Yvette Kosic, Attorney-in-fact	05/24/2006
	/s/ Yvette Kosic, Attorney-in-fact	05/24/2006
	** Signature of Reporting Person	Date
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