Ownership Submission
FORM 5
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
EHLINGER GREGORY F
 2. Issuer Name and Ticker or Trading Symbol
IRWIN FINANCIAL CORP [IFC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)

IRWIN FINANCIAL CORPORATION, 500 WASHINGTON STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


COLUMBUS, IN 47201		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
COMMON STOCK             32,701 (1) D  
COMMON STOCK             493 I UGMA CUSTODIAN FOR CHILD
COMMON STOCK             494 I UGMA CUSTODIAN FOR CHILD
COMMON STOCK             25,633 (3) I BY 401K
COMMON STOCK             9,369 I BY SPOUSE

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 10.21             (2) 02/03/2018 COMMON STOCK
15,933
  15,933
D
 
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 17.09             (2) 05/08/2017 COMMON STOCK
21,600
  21,600
D
 
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 18.08             (2) 04/16/2016 COMMON STOCK
30,000
  30,000
D
 
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 20.47             (2) 05/02/2015 COMMON STOCK
26,500
  26,500
D
 
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 22.46             (2) 04/24/2013 COMMON STOCK
32,300
  32,300
D
 
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 23.89             (2) 04/28/2014 COMMON STOCK
18,900
  18,900
D
 
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 15.65             (2) 02/13/2012 COMMON STOCK
22,200
  22,200
I
BY SPOUSE
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 16.9687             (2) 04/25/2010 COMMON STOCK
11,200
  11,200
I
BY SPOUSE
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 21.38             (2) 04/24/2011 COMMON STOCK
13,900
  13,900
I
BY SPOUSE
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 24.0937             (2) 04/28/2009 COMMON STOCK
5,900
  5,900
I
BY SPOUSE

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EHLINGER GREGORY F
IRWIN FINANCIAL CORPORATION
500 WASHINGTON STREET
COLUMBUS, IN 47201		       Chief Financial Officer  

Signatures

/s/ Gregory F. Ehlinger 01/12/2009
**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) Includes 1,337 additional shares acquired under the Irwin Financial Corporation Employees' Stock Purchase Plan. The information in this report is as of 12/31/08. The Plan provides for the purchase of fractional shares. The number reported is the nearest whole number.
(2) The Plan provides for phased-in vesting of rights to exercise granted stock options. In the year of the grant, optionee may exercise 25% of total options granted. In each of the three years immediately following the year of the grant, optionee may exercise an additional 25% of the options granted. Grant of option was made to reporting person in transaction exempt under Rule 16b-3.
(3) The number of shares acquired through participation in the Irwin Financial Corporation Employees' Savings Plan (401-K Plan) was reduced by 395 shares due to plan trustee administrative fees.

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