FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *   MORGAN STANLEY 2. Date of Event Requiring Statement (Month/Day/Year) 11/21/2005 3. Issuer Name and Ticker or Trading Symbol INTERCONTINENTALEXCHANGE INC [ICE] (Last) (First) (Middle) 1585 BROADWAY 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10036 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, par value 0.01 per share 1,395,395 I See Note (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Stock (1)	  (2)(3)	  (5)	Common Stock	6,452,564 (2) (4)	$ (2)	I	See Note (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MORGAN STANLEY 1585 BROADWAY NEW YORK, NY 10036	Â	  X	Â	Â

Signatures

Robert Koppenol authorized signatory of Morgan Stanley		11/21/2005
**Signature of Reporting Person		Date
Nancy A. King authorized signatory of Morgan Stanley Capital Group Inc.		11/21/2005
**Signature of Reporting Person		Date
Colin Bryce authorized signatory of Morgan Stanley & Co. International Limited		11/21/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The Class A Common Stock, Series 1, of the Issuer ("Class A1 Common Stock") and Class A Common Stock, Series 2, of the Issuer ("Class A2 Common Stock") are referred to collectively as "Class A Common Stock." All numbers of shares of Class A Common Stock reported herein assume the completion of the 1 for 4 reverse stock split of shares of Class A Common Stock in the Recapitalization.
(2)	Prior to the initial public offering of the Issuer ("IPO"), Morgan Stanley Capital Group Inc. ("MSCG"), a wholly-owned subsidiary of Morgan Stanley, directly owned 7,813,779 shares of Class A2 Common Stock and Morgan Stanley & Co. International Limited ("MSIL"), also a wholly-owned subsidiary of Morgan Stanley, directly owned 34,180 shares of Class A1 Common Stock. See Exhibit 99.1 - Joint Filer Information. Immediately prior to the closing of the IPO and pursuant to a recapitalization plan approved by the board of directors of the Issuer (the "Recapitalization"), MSCG converted 1,395,395 shares of Class A2 Common Stock into 1,395,395 shares of Common Stock, which were then sold in the IPO.
(3)	Shares of Class A Common Stock that are not converted and sold in the IPO may be converted at any time (i) by any holder of shares of Class A1 Common Stock (other than holders who also own shares of Class A2 Common Stock) beginning on the date 90 days after the completion of the IPO and (ii) by any holder of shares of Class A2 Common Stock beginning on the date 180 days after the completion of the IPO.
(4)	Includes 34,180 shares of Class A1 Common Stock held by MSIL.
(5)	These securities do not expire.

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