Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hirani Sunil G.
  2. Issuer Name and Ticker or Trading Symbol
INTERCONTINENTALEXCHANGE INC [ICE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO Creditex Group Inc
(Last)
(First)
(Middle)
2100 RIVEREDGE PARKWAY, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
08/29/2008
(Street)

ATLANTA, GA 30328
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/29/2008   A   156,869 A (1) 156,869 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option (right to buy) $ 4.19 08/29/2008   A(2)   25,504     (3) 12/04/2012 Common Stock 25,504 $ 4.19 25,504 D  
Employee Stock Option (right to buy) $ 8.37 08/29/2008   A(2)   12,750     (3) 12/04/2012 Common Stock 12,750 $ 8.37 12,750 D  
Employee Stock Option (right to buy) $ 18.83 08/29/2008   A(2)   84,209     (4) 11/08/2015 Common Stock 84,209 $ 18.83 84,209 D  
Employee Stock Option (right to buy) $ 33.88 08/29/2008   A(2)   19,126     (5) 02/02/2017 Common Stock 19,126 $ 33.88 19,126 D  
Employee Stock Option (right to buy) $ 45.84 08/29/2008   A(2)   27,495     (6) 11/30/2017 Common Stock 27,495 $ 45.84 27,495 D  
Employee Stock Option (right to buy) $ 45.84 08/29/2008   A(2)   31,261     (7) 12/11/2017 Common Stock 31,261 $ 45.84 31,261 D  
Employee Stock Option (right to buy) $ 18.83 08/29/2008   A(2)   126,314     (3) 11/08/2015 Common Stock 126,314 $ 18.83 126,314 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hirani Sunil G.
2100 RIVEREDGE PARKWAY
SUITE 500
ATLANTA, GA 30328
      CEO Creditex Group Inc  

Signatures

 /s/ Andrew J. Surdykowski, Attorney-in-fact   09/03/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of common stock of the Issuer received by the reporting person in connection with the exchange of shares of Creditex Group, Inc., a Delaware corporation ("Creditex"), pursuant to an Agreement and Plan of Merger between the Issuer, Creditex and Columbia Merger Corporation, formerly a wholly-owned subsidiary of ICE ("MergerCo"). Pursuant to the Agreement and Plan of Merger, MergerCo was merged with and into Creditex, with Creditex being the surviving corporation. As a result of the merger, Creditex became a wholly-owned subsidiary of the Issuer. The acquisition of these securities was approved by the Issuer's board of directors in compliance with Rule 16b-3.
(2) Represents Issuer stock options received by the reporting person in connection with the exchange of stock options for common stock of Creditex, pursuant to an Agreement and Plan of Merger between the Issuer, Creditex and MergerCo. Pursuant to the Agreement and Plan of Merger, MergerCo was merged with and into Creditex, with Creditex being the surviving corporation. As a result of the merger, Creditex became a wholly-owned subsidiary of the Issuer. The acquisition of these securities was approved by the Issuer's board of directors in compliance with Rule 16b-3.
(3) These options are fully vested.
(4) Vesting occurs quarterly over four years. The first vesting occurred on August 1, 2005.
(5) These options vest in accordance with the following schedule: 25% of the options vested on January 1, 2008 and the remaining 75% of the options vest in 12.5% installments semi-annually over three years.
(6) These options vest in accordance with the following schedule: 25% of the options will vest on November 30, 2008 and the remaining 75% of the options vest in 12.5% installments semi-annually over three years.
(7) These options vest in accordance with the following schedule: 25% of the options will vest on December 31, 2008 and the remaining 75% of the options vest in 12.5% installments semi-annually over three years.

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