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* MORGAN STANLEY (Last) (First) (Middle) 1585 BROADWAY (Street) NEW YORK NY 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) 05/23/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year) 05/25/2006	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	05/23/2006		S		416(1)	D	$60.92	6,399,855(3)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		22(1)	D	$60.94	6,399,833(4)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		307(1)	D	$60.95	6,399,526(5)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		22(1)	D	$60.96	6,399,504(6)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		219(1)	D	$60.97	6,399,285(7)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		3,282(1)	D	$61	6,396,003(8)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		219(1)	D	$61.01	6,395,784(9)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		1,667(1)	D	$61.02	6,394,117(10)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		1,448(1)	D	$61.05	6,392,669(11)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		657(1)	D	$61.07	6,392,012(12)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		438(1)	D	$61.1	6,391,574(13)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		636(1)	D	$61.15	6,390,938(14)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		65(1)	D	$61.16	6,390,873(15)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		1,470(1)	D	$61.25	6,389,403(16)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		2,192(1)	D	$61.3	6,387,211(17)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		438(1)	D	$61.4	6,386,773(18)	I	See Note(2)
Common Stock, par value $0.01	05/23/2006		S		2,192(1)	D	$61.8	6,384,581(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 6,365,936 shares of Common Stock held directly by MSCG and 33,919 shares held directly by MSIL on May 23, 2006.

4. Includes 6,365,914 shares of Common Stock held directly by MSCG and 33,919 shares held directly by MSIL on May 23, 2006.

5. Includes 6,365,609 shares of Common Stock held directly by MSCG and 33,917 shares held directly by MSIL on May 23, 2006.

6. Includes 6,365,587 shares of Common Stock held directly by MSCG and 33,917 shares held directly by MSIL on May 23, 2006.

7. Includes 6,365,369 shares of Common Stock held directly by MSCG and 33,916 shares held directly by MSIL on May 23, 2006.

8. Includes 6,362,097 shares of Common Stock held directly by MSCG and 33,906 shares held directly by MSIL on May 23, 2006.

9. Includes 6,361,879 shares of Common Stock held directly by MSCG and 33,905 shares held directly by MSIL on May 23, 2006.

10. Includes 6,360,221 shares of Common Stock held directly by MSCG and 33,896 shares held directly by MSIL on May 23, 2006.

11. Includes 6,358,781 shares of Common Stock held directly by MSCG and 33,888 shares held directly by MSIL on May 23, 2006.

12. Includes 6,358,127 shares of Common Stock held directly by MSCG and 33,885 shares held directly by MSIL on May 23, 2006.

13. Includes 6,357,691 shares of Common Stock held directly by MSCG and 33,883 shares held directly by MSIL on May 23, 2006.

14. Includes 6,357,058 shares of Common Stock held directly by MSCG and 33,880 shares held directly by MSIL on May 23, 2006.

15. Includes 6,356,993 shares of Common Stock held directly by MSCG and 33,880 shares held directly by MSIL on May 23, 2006.

16. Includes 6,355,531 shares of Common Stock held directly by MSCG and 33,872 shares held directly by MSIL on May 23, 2006.

17. Includes 6,353,350 shares of Common Stock held directly by MSCG and 33,861 shares held directly by MSIL on May 23, 2006.

18. Includes 6,352,914 shares of Common Stock held directly by MSCG and 33,859 shares held directly by MSIL on May 23, 2006.

19. Includes 6,350,733 shares of Common Stock held directly by MSCG and 33,848 shares held directly by MSIL on May 23, 2006.

Remarks:

1) On May 25, 2006, Morgan Stanley reported that it sold (i) 67,983 shares of the Issuer's common stock, $0.01 par value ("Common Stock") on May 23, 2006 at a price of $60.91 and (ii) 8,772 shares of Common Stock on May 24, 2006 at a price of $56.76. This amended Form 4 is being filed to reflect the fact that Morgan Stanley sold (i) an aggregate of 67,983 shares of Common Stock on May 23, 2006 in a series of transactions that were effected at various prices and (ii) an aggregate of 8,772 shares of Common Stock on May 24, 2006 in a series of transactions that were effected at various prices. 2) This is the second of five forms being filed by the Reporting Person.

	/s/ Dennine Bullard, authorized signatory of Morgan Stanley	06/01/2006
	/s/ Robert P. Kinney of Morgan Stanley Capital Group Inc.	06/01/2006
	** 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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