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		5,482⁽¹⁾	D	$55.01	6,199,450⁽³⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		110⁽¹⁾	D	$55.07	6,199,340⁽⁴⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		21,930⁽¹⁾	D	$55.1	6,177,410⁽⁵⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		5,482⁽¹⁾	D	$55.15	6,171,928⁽⁶⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		30⁽¹⁾	D	$55.16	6,171,898⁽⁷⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		11,045⁽¹⁾	D	$55.2	6,160,853⁽⁸⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		1,097⁽¹⁾	D	$56	6,159,756⁽⁹⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		44⁽¹⁾	D	$56.02	6,159,712⁽¹⁰⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		219⁽¹⁾	D	$56.03	6,159,493⁽¹¹⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		373⁽¹⁾	D	$56.05	6,159,120⁽¹²⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		154⁽¹⁾	D	$56.06	6,158,966⁽¹³⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		88⁽¹⁾	D	$56.07	6,158,878⁽¹⁴⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		22⁽¹⁾	D	$56.08	6,158,856⁽¹⁵⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		307⁽¹⁾	D	$56.1	6,158,549⁽¹⁶⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		44⁽¹⁾	D	$56.11	6,158,505⁽¹⁷⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		22⁽¹⁾	D	$56.15	6,158,483⁽¹⁸⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		657⁽¹⁾	D	$56.16	6,157,826⁽¹⁹⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		22⁽¹⁾	D	$56.17	6,157,804⁽²⁰⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		65⁽¹⁾	D	$56.18	6,157,739⁽²¹⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		110⁽¹⁾	D	$56.2	6,157,629⁽²²⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		44⁽¹⁾	D	$56.22	6,157,585⁽²³⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		65⁽¹⁾	D	$56.23	6,157,520⁽²⁴⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		65⁽¹⁾	D	$56.24	6,157,455⁽²⁵⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		5,461⁽¹⁾	D	$56.25	6,151,994⁽²⁶⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		44⁽¹⁾	D	$56.26	6,151,950⁽²⁷⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		22⁽¹⁾	D	$56.27	6,151,928⁽²⁸⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		44⁽¹⁾	D	$56.3	6,151,884⁽²⁹⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		44⁽¹⁾	D	$56.39	6,151,840⁽³⁰⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		44⁽¹⁾	D	$56.4	6,151,796⁽³¹⁾	I	See Note⁽²⁾
Common Stock, par value $0.01	06/02/2006		S		219⁽¹⁾	D	$56.5	6,151,577⁽³²⁾	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 6,166,579 shares of Common Stock held directly by MSCG and 32,871 shares held directly by MSIL on June 2, 2006.

4. Includes 6,166,470 shares of Common Stock held directly by MSCG and 32,870 shares held directly by MSIL on June 2, 2006.

5. Includes 6,144,656 shares of Common Stock held directly by MSCG and 32,754 shares held directly by MSIL on June 2, 2006.

6. Includes 6,139,203 shares of Common Stock held directly by MSCG and 32,725 shares held directly by MSIL on June 2, 2006.

7. Includes 6,139,173 shares of Common Stock held directly by MSCG and 32,725 shares held directly by MSIL on June 2, 2006.

8. Includes 6,128,187 shares of Common Stock held directly by MSCG and 32,666 shares held directly by MSIL on June 2, 2006.

9. Includes 6,127,096 shares of Common Stock held directly by MSCG and 32,660 shares held directly by MSIL on June 2, 2006.

10. Includes 6,127,052 shares of Common Stock held directly by MSCG and 32,660 shares held directly by MSIL on June 2, 2006.

11. Includes 6,126,834 shares of Common Stock held directly by MSCG and 32,659 shares held directly by MSIL on June 1, 2006.

12. Includes 6,126,463 shares of Common Stock held directly by MSCG and 32,657 shares held directly by MSIL on June 1, 2006.

13. Includes 6,126,310 shares of Common Stock held directly by MSCG and 32,656 shares held directly by MSIL on June 2, 2006.

14. Includes 6,126,223 shares of Common Stock held directly by MSCG and 32,655 shares held directly by MSIL on June 2, 2006.

15. Includes 6,126,201 shares of Common Stock held directly by MSCG and 32,655 shares held directly by MSIL on June 2, 2006.

16. Includes 6,125,896 shares of Common Stock held directly by MSCG and 32,653 shares held directly by MSIL on June 2, 2006.

17. Includes 6,125,852 shares of Common Stock held directly by MSCG and 32,653 shares held directly by MSIL on June 2, 2006.

18. Includes 6,125,830 shares of Common Stock held directly by MSCG and 32,653 shares held directly by MSIL on June 2, 2006.

19. Includes 6,125,176 shares of Common Stock held directly by MSCG and 32,650 shares held directly by MSIL on June 2, 2006.

20. Includes 6,125,154 shares of Common Stock held directly by MSCG and 32,650 shares held directly by MSIL on June 2, 2006.

21. Includes 6,125,089 shares of Common Stock held directly by MSCG and 32,650 shares held directly by MSIL on June 2, 2006.

22. Includes 6,124,980 shares of Common Stock held directly by MSCG and 32,649 shares held directly by MSIL on June 2, 2006.

23. Includes 6,124,936 shares of Common Stock held directly by MSCG and 32,649 shares held directly by MSIL on June 2, 2006.

24. Includes 6,124,871 shares of Common Stock held directly by MSCG and 32,649 shares held directly by MSIL on June 2, 2006.

25. Includes 6,124,806 shares of Common Stock held directly by MSCG and 32,649 shares held directly by MSIL on June 2, 2006.

26. Includes 6,119,374 shares of Common Stock held directly by MSCG and 32,620 shares held directly by MSIL on June 2, 2006.

27. Includes 6,119,330 shares of Common Stock held directly by MSCG and 32,620 shares held directly by MSIL on June 2, 2006.

28. Includes 6,119,308 shares of Common Stock held directly by MSCG and 32,620 shares held directly by MSIL on June 2, 2006.

29. Includes 6,119,264 shares of Common Stock held directly by MSCG and 32,620 shares held directly by MSIL on June 2, 2006.

30. Includes 6,119,220 shares of Common Stock held directly by MSCG and 32,620 shares held directly by MSIL on June 2, 2006.

31. Includes 6,119,176 shares of Common Stock held directly by MSCG and 32,620 shares held directly by MSIL on June 2, 2006.

32. Includes 6,118,958 shares of Common Stock held directly by MSCG and 32,619 shares held directly by MSIL on June 2, 2006.

Remarks:

* This is the first 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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