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 *
GOLDMAN SACHS GROUP INC/
   2. Issuer Name and Ticker or Trading Symbol
International Securities Exchange, Inc. [ISE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
85 BROAD ST		 3. Date of Earliest Transaction (Month/Day/Year)
03/14/2005
(Street)

NEW YORK, NY 10004		 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
Class A Common Stock 03/14/2005   S   999,999 (1) (2) D $ 18 (3) 2,888,631 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOLDMAN SACHS GROUP INC/
85 BROAD ST
NEW YORK, NY 10004		     X    

Signatures

 /s/ Edward T. Joel, Attorney-in-fact   03/16/2005
**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) Pursuant to an underwriting agreement, dated March 8, 2005 (the "Underwriting Agreement"), and in connection with the initial public offering of shares of International Securities Exchange, Inc. (the "Company") Class A Common Stock, par value $0.01 per share (the "Common Stock"), by the Company and certain selling stockholders (the "Selling Stockholders", which include The Goldman Sachs Group, Inc. ("GS Group")), pursuant to a registration statement (Registration No. 333-117145) (the "Registration Statement"),which was consummated on March 14, 2005, GS Group sold 869,564 shares of Common Stock.
(2) In addition, on March 14, 2005 the sale of shares of the Company's Common Stock by the Company and Selling Stockholders to the Underwriters (as defined in the Underwriting Agreement) pursuant to the exercise by the Underwriters of an option to purchase an additional amount of shares of the Company's Common Stock from the Company and Selling Stockholders was consummated and in connection with such sale GS Group sold 130,435 shares of the Company's Common Stock to the Underwriters. Goldman, Sachs & Co. ("Goldman Sachs") was one of the several Underwriters under the Underwriting Agreement. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. As of March 14, 2005, GS Group ceased to beneficially own more than 10% of Common Stock reported to be outstanding in the Company's Registration Statement, and is therefore no longer subject to Section 16.
(3) Represents net price of $16.74 per share plus $1.26 per share for underwriting discount and commission.

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