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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

MILLER WILLIAM I 		2. Issuer Name and Ticker or Trading Symbol

IRWIN FINANCIAL CORP [ IFC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO, Chairman and President
(Last)          (First)          (Middle)

IRWIN FINANCIAL CORPORATION, 500 WASHINGTON STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/4/2008
(Street)

COLUMBUS, IN 47201
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/4/2008     A    19582   (1) A $0   144465   D  
 
COMMON STOCK                  22812   I   BY DAUGHTER   (2)
COMMON STOCK                  5160592   I   BY IFC TRUST   (3)
COMMON STOCK                  5176038   I   BY MARITAL TRUST II   (4)
COMMON STOCK                  24775   I   BY TRUST   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)   $10.21   2/4/2008     A     18655         (6) 2/3/2018   COMMON STOCK   18655   $0   18655   D  
 

Explanation of Responses:
( 1)  The performance vesting on the restricted stock shares is determined by a three-year average of the Irwin Financial Corporation Short Term Incentive Plan multiple.
( 2)  As custodian for daughters of reporting person under the Uniform Transfers to Minors Act, reporting person expressly disclaims any beneficial ownership of the securities held for his children.
( 3)  The reporting person is the trustee of the trust. The reporting person disclaims beneficial ownership of the securities held in this trust except to the extent of his potential remainder interest therein.
( 4)  The reporting person is a trustee of the J. Irwin Miller Marital Trust II (Marital Trust II). The reporting person disclaims beneficial ownership of the securities held in this trust except to the extent of his potential remainder interest therein.
( 5)  Lynne M. Maguire, trustee of the 1998 William I. Miller Annual Exclusion trust U/A dated 12/15/98. Mr. Miller disclaims beneficial ownership of the securities held by this Trust.
( 6)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MILLER WILLIAM I
IRWIN FINANCIAL CORPORATION
500 WASHINGTON STREET
COLUMBUS, IN 47201 		X X CEO, Chairman and President

Signatures
/s/ Matthew F. Souza, Attorney in Fact for William I. Miller 2/6/2008
** 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 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).
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.
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