FORM 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(f) of the Investment Company Act of 1940

OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden
hours per response. . . . 1.0

___ Check this box if no longer subject to Section 16. (Form 4 or Form 5 obligations may continue. See Instruction 1(b).
___Form 3 Holdings Reported
___Form 4 Transactions Reported

1. Name and Address of Reporting Person*


ROTH, NANCY
(Last) (First) (Middle)

2. Issuer Name and Ticker or Trading Symbol

Irwin Financial Corporation (IFC)

____Director                                _____10% owner
__X_Officer (give title below)      _____Other
(Specify below)

TITLE
VICE PRESIDENT - ASSISTANT GENERAL AUDITOR

500 Washington Street
(Street)

3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for
(Month/Day/Year)
12/31/2002

Columbus, IN 47201
(City) (State) (Zip)

5. If Amendment, Date of Original (Month/Day/Year)

7. Individual or Joint Group Filing (Check Applicable Line)
__X_Form filed by One Reporting Person
____Form filed by More than One Reporting Person

Table 1 - 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 at End of Issuer's Fiscal Year (Instr. 3 and 4)

6. Owner- ship Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Amount

(A) or (D)

Price

COMMON STOCK

25
(1)

I

BY 401(K)

If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Potential persons who are to 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.

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SEC 2230 (09-02)

FORM 5 (continued)

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 Deri- vative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/
Day/
Year)

4. Trans- action 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 at End of Month (Instr. 4)

10. Owner- ship Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Owner- ship (Instr. 4)

(A)

(D)

Date Exer- cisable

Expiration Date

Title

Amount or Number of Shares

/S/ NANCY ROTH
_________________________________________

1/23/2003
__________________________

Date

**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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FORM 5 (continued)

ROTH, NANCY

Irwin Financial Corporation (IFC)

500 Washington Street

12/31/2002

Columbus IN 47201

1. Includes 21 additional shares acquired through participation in the Irwin Financial Corporation Employees' Savings Plan (401(k) Plan). Shares noted are as of 12/31/02. The number reported is the nearest whole number.

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