Initial Statement of Beneficial Ownership

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person ^*
SANDOR RICHARD L
2. Date of Event Requiring Statement (MM/DD/YYYY) 11/15/2005
3. Issuer Name and Ticker or Trading Symbol
INTERCONTINENTALEXCHANGE INC [ICE]

(Last)        (First)        (Middle)
2100 RIVEREDGE PARKWAY, SUITE 500, C/O INTERCONTINENTALEXCHANGE, INC.
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
ATLANTA, GA 30328

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 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)

Class A Common Stock, Series 2 9497 ⁽¹⁾ ⁽²⁾ ⁽³⁾ D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 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

Employee Stock Option (right to buy) ⁽⁴⁾ 1/5/2015 Class A Common Stock, Series 2 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ 100000 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ $2.00 D

Restricted Stock Unit Awards ⁽⁶⁾ 10/11/2014 Class A Common Stock, Series 2 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ 100000 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾ D

Restricted Stock Unit Awards ⁽⁸⁾ ⁽⁹⁾ Class A Common Stock, Series 2 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ 19708 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾ D

Explanation of Responses:

( 1) Effective November 21, 2005, immediately prior to the anticipated closing date of the Issuer's initial public offering ("IPO") of its common stock, par value $.01 per share (the "Common Stock"), the Issuer will amend its certificate of incorporation to effect a plan of recapitalization (the "Plan"), which, among other things, will (i) create the Common Stock as a new class of stock, (ii) effect a 1-for-4 reverse stock split of the Issuer's outstanding shares of Class A common stock, Series 1 ("A1 Shares") and Class A common stock, Series 2 ("A2 Shares" and, together with the A1 Shares, the "Class A Shares"), and (iii) grant the holders of the Class A Shares a right to convert their Class A Shares on a one-for-one basis into shares of Common Stock at the holder's option. (continued in footnote 2)

( 2) As part of the Plan, (i) the A1 Shares may be converted at any time at the option of the holder, subject to such terms and conditions as may be adopted by the Issuer's board of directors, following the date that is 90 days after the closing date of the IPO and (ii) the A2 Shares may be converted at any time at the option of the holder, subject to such terms and conditions as may be adopted by the Issuer's board of directors, following the date that is 180 days after the closing date of the IPO. The shares reported herein are stated without giving effect to the 1-for-4 reverse stock split. The Plan has been structured to meet the requirements of Rule 16b-7.

( 3) Represents shares of restricted stock.

( 4) These options vest in accordance with the following schedule: 25% of the options vest on January 5, 2006, and 75% vest in equal monthly installments between February 5, 2006 and January 5, 2009.

( 5) The Issuer's board of directors has authorized, effective as of the closing date of the IPO, the substitution of Common Stock for the A2 Shares underlying the options or restricted stock unit awards, as applicable, and all necessary adjustments to give effect to the Plan.

( 6) These awards vest in accordance with the following schedule: 25% of the awards vested on September 20, 2005, and 75% vest in equal monthly installments between October 20, 2005 and September 20, 2008.

( 7) 1-for-1.

( 8) These awards vest in three equal installments on each anniversary of the end of the calendar quarter in which such awards were granted. Of these awards, 8,138 are currently vested.

( 9) N/A.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

SANDOR RICHARD L
2100 RIVEREDGE PARKWAY, SUITE 500
C/O INTERCONTINENTALEXCHANGE, INC.
ATLANTA, GA 30328 X

Signatures

/s/ ANDREW J. SURDYKOWSKI, ATTORNEY-IN-FACT 11/15/2005

^** 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 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table I - Non-Derivative Securities Beneficially Owned
Class A Common Stock, Series 2	9497 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Employee Stock Option (right to buy)	⁽⁴⁾	1/5/2015	Class A Common Stock, Series 2 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	100000 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	$2.00	D
Restricted Stock Unit Awards	⁽⁶⁾	10/11/2014	Class A Common Stock, Series 2 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	100000 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	⁽⁷⁾	D
Restricted Stock Unit Awards	⁽⁸⁾	⁽⁹⁾	Class A Common Stock, Series 2 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	19708 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	⁽⁷⁾	D

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint each of Johnathan H. Short, Daniel B. Kennedy and Andrew J. Surdykowski (and any other employee of IntercontinentalExchange, Inc. (the "Company") designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to do and perform any and all acts for and on behalf of the undersigned to complete, execute and deliver in its name and on its behalf, any and all filings required to be made by the undersigned under the Securities Exchange Act of 1934, as amended (the "Act") relating to the Company with respect to securities of the Company that may be deemed to be beneficially owned by the undersigned under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the undersigned might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that said attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Act.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned, until the undersigned is no longer required to make filings under the Act or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of October 31, 2005.

      /s/ Richard L. Sandor
--------------------------------------

Name: Richard L. Sandor, Ph.D.

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)
Class A Common Stock, Series 2	9497 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁴⁾	1/5/2015	Class A Common Stock, Series 2 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	100000 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	$2.00	D
Restricted Stock Unit Awards	⁽⁶⁾	10/11/2014	Class A Common Stock, Series 2 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	100000 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	⁽⁷⁾	D
Restricted Stock Unit Awards	⁽⁸⁾	⁽⁹⁾	Class A Common Stock, Series 2 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	19708 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	⁽⁷⁾	D

Explanation of Responses:
( 1)	Effective November 21, 2005, immediately prior to the anticipated closing date of the Issuer's initial public offering ("IPO") of its common stock, par value $.01 per share (the "Common Stock"), the Issuer will amend its certificate of incorporation to effect a plan of recapitalization (the "Plan"), which, among other things, will (i) create the Common Stock as a new class of stock, (ii) effect a 1-for-4 reverse stock split of the Issuer's outstanding shares of Class A common stock, Series 1 ("A1 Shares") and Class A common stock, Series 2 ("A2 Shares" and, together with the A1 Shares, the "Class A Shares"), and (iii) grant the holders of the Class A Shares a right to convert their Class A Shares on a one-for-one basis into shares of Common Stock at the holder's option. (continued in footnote 2)
( 2)	As part of the Plan, (i) the A1 Shares may be converted at any time at the option of the holder, subject to such terms and conditions as may be adopted by the Issuer's board of directors, following the date that is 90 days after the closing date of the IPO and (ii) the A2 Shares may be converted at any time at the option of the holder, subject to such terms and conditions as may be adopted by the Issuer's board of directors, following the date that is 180 days after the closing date of the IPO. The shares reported herein are stated without giving effect to the 1-for-4 reverse stock split. The Plan has been structured to meet the requirements of Rule 16b-7.
( 3)	Represents shares of restricted stock.
( 4)	These options vest in accordance with the following schedule: 25% of the options vest on January 5, 2006, and 75% vest in equal monthly installments between February 5, 2006 and January 5, 2009.
( 5)	The Issuer's board of directors has authorized, effective as of the closing date of the IPO, the substitution of Common Stock for the A2 Shares underlying the options or restricted stock unit awards, as applicable, and all necessary adjustments to give effect to the Plan.
( 6)	These awards vest in accordance with the following schedule: 25% of the awards vested on September 20, 2005, and 75% vest in equal monthly installments between October 20, 2005 and September 20, 2008.
( 7)	1-for-1.
( 8)	These awards vest in three equal installments on each anniversary of the end of the calendar quarter in which such awards were granted. Of these awards, 8,138 are currently vested.
( 9)	N/A.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SANDOR RICHARD L 2100 RIVEREDGE PARKWAY, SUITE 500 C/O INTERCONTINENTALEXCHANGE, INC. ATLANTA, GA 30328	X

Signatures
/s/ ANDREW J. SURDYKOWSKI, ATTORNEY-IN-FACT		11/15/2005
^** 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 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.