- Annual Statement of Changes in Beneficial Ownership (5)

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

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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 ^* KIME BRADLEY J	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) President, Commercial Banking
(Last) (First) (Middle) IRWIN FINANCIAL CORPORATION, 500 WASHINGTON STREET	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2008
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK							17051 ⁽¹⁾	D

*Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY)		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 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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$10.21						⁽²⁾	2/3/2018	COMMON STOCK	4879		4879	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$15.65						⁽²⁾	2/13/2012	COMMON STOCK	14200		14200	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$16.9687						⁽²⁾	4/25/2010	COMMON STOCK	6700		6700	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$17.09						⁽²⁾	5/8/2017	COMMON STOCK	6600		6600	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$18.08						⁽²⁾	4/16/2016	COMMON STOCK	8600		8600	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$20.47						⁽²⁾	5/2/2015	COMMON STOCK	7000		7000	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$21.38						⁽²⁾	4/24/2011	COMMON STOCK	2325		2325	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$21.38						⁽²⁾	4/25/2011	COMMON STOCK	6975		6975	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$22.46						⁽²⁾	4/24/2013	COMMON STOCK	26500		26500	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$23.89						⁽²⁾	4/28/2014	COMMON STOCK	15200		15200	D

Explanation of Responses:
( 1)	Includes 758 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KIME BRADLEY J IRWIN FINANCIAL CORPORATION 500 WASHINGTON STREET COLUMBUS, IN 47201			President, Commercial Banking

Signatures
/s/ Bradley J. Kime		1/12/2009
^** 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).
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