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<B><FONT SIZE=4><P ALIGN="CENTER">UNITED STATES</P>
</FONT><FONT SIZE=5><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
</B></FONT><P ALIGN="CENTER">Washington, D.C. 20549</P>
<P><HR></P>
<B><FONT SIZE=5><P ALIGN="CENTER">FORM 8-K</P>
<P ALIGN="CENTER">CURRENT REPORT</P>
</B></FONT><P ALIGN="CENTER">Pursuant to Section 13 or 15(d) of the<BR>
Securities Exchange Act of 1934</P>
<P ALIGN="CENTER">Date of Report (Date of earliest event reported): December 22, 2008</P>
<P ALIGN="CENTER">_________________</P>
<B><FONT SIZE=5><P ALIGN="CENTER">IRWIN FINANCIAL CORPORATION</FONT><FONT FACE="Arial" SIZE=4><FONT FACE="Arial" SIZE=4><BR>
</B></FONT></FONT>(Exact Name of Registrant as Specified in Charter)</P>
<P>&nbsp;</P>
<div align="center">
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=750 DIR="ltr">
<TR><TD WIDTH="33%" VALIGN="TOP">
<B><P ALIGN="CENTER">INDIANA<BR>
</B><BR>
(State or Other Jurisdiction of Incorporation)</TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><P ALIGN="CENTER">0-6835</P>
</B><P ALIGN="CENTER">(Commission File Number)</TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><P ALIGN="CENTER">35-1286807</P>
</B><P ALIGN="CENTER">(I.R.S. Employer Identification No.)</TD>
</TR>
</TABLE>

</div>
<FONT SIZE=4>

<B><P ALIGN="CENTER">500 Washington Street</P>
<P ALIGN="CENTER">Columbus, Indiana 47201</P>
</B></FONT><P ALIGN="CENTER">(Address of Principal Executive Offices and Zip Code)</P>
<P ALIGN="CENTER">Registrant's telephone number, including area code: <B>(812) 376-1909</P>
</B><P>&nbsp;<FONT SIZE=2>Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</P>
<P>&nbsp;</P>
</FONT><FONT FACE="Wingdings" SIZE=2><P style="margin-top: 0; margin-bottom: 0">o</FONT><FONT SIZE=2>&nbsp; Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>
</FONT><FONT FACE="Wingdings" SIZE=2><P style="margin-top: 0; margin-bottom: 0">o</FONT><FONT SIZE=2>&nbsp; Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>
</FONT><FONT FACE="Wingdings" SIZE=2><P style="margin-top: 0; margin-bottom: 0">o</FONT><FONT SIZE=2>&nbsp; Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>
</FONT><FONT FACE="Wingdings" SIZE=2><P style="margin-top: 0; margin-bottom: 0">o</FONT><FONT SIZE=2>&nbsp; Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))</P>
</FONT><hr>
<B>
<p class="MsoNormal">Item 8.01.&nbsp; Other Events.<br>
<br>
</B>On December 22, 2008, Irwin Union Bank and Trust Company (the &quot;Bank&quot;), the
state-chartered bank subsidiary of Irwin Financial Corporation (the
&quot;Corporation&quot;), completed the sale of residual interests held in six of its
prior home equity securitizations.&nbsp; These securitizations, which were originally
structured within the Bank's home equity line of business as secured financings,
contain approximately $1.0 billion of loans.&nbsp; The removal of these loans from
the Bank's balance sheet is a multi-step process, and this transaction
represents the first step in that process.</p>
The Corporation remains committed to its previously announced restructuring
plan, which includes taking steps to exit the Bank's home equity business through the sale or run-off of its home equity loan
portfolio and the sale or managed reduction of the Bank's home equity servicing
platform, as appropriate based on the run-off of loans.</p>
<br>
<i>This Report on Form 8-K contains forward-looking statements about the
Corporation's restructuring plan, including its efforts to exit the home equity
business.  Actual future results may differ materially from our forward-looking
statements and we qualify all forward-looking statements by various risks and
uncertainties we face, as well as the assumptions underlying the statements,
including but not limited to, the following cautionary factors:&nbsp; difficulty in
meeting our capital-raising goals or in restructuring our capital as described
in Item 1.01 of our Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 14, 2008; participation or lack of participation in governmental programs
implemented under the Emergency Economic Stabilization Act of 2008, including
without limitation the Troubled Asset Relief Program and the Capital Purchase
Program, and the impact of such programs and related regulations on us and on
our capital raising goals, and on national and local economic and financial
markets and conditions; difficulty in exiting the home equity line of business; persistence or worsening
of current economic conditions affecting real estate, small businesses and
financial service providers; unanticipated lawsuits or outcomes in litigation; legislative or regulatory
changes, including changes that affect tax, consumer or commercial lending; changes in the interpretation and
application of regulatory capital or other rules; changes in accounting
policies or principles or their application to our business or final audit
adjustments; or governmental changes in monetary or fiscal policies. We
undertake no obligation to update publicly any of these statements in light of
future events, except as required in subsequent reports we file with the SEC.
</i>
</P>
<B><hr><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">SIGNATURES</P>
</B><P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</P>
<P>&nbsp;</P>
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<TR><TD WIDTH="55%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<B><P ALIGN="CENTER">IRWIN FINANCIAL CORPORATION<BR>
</B>(Registrant)</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2 HEIGHT=16><P></P></TD>
</TR>
<TR><TD WIDTH="55%" VALIGN="TOP">
<P>Date:  December 24, 2008</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>       By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Gregory F. Ehlinger<BR>
            __________________________________________</TD>
</TR>
<TR><TD WIDTH="55%" VALIGN="TOP" HEIGHT=18><P></P></TD>
<TD WIDTH="45%" VALIGN="TOP" HEIGHT=18>
<P ALIGN="CENTER">GREGORY F. EHLINGER<BR>
<I>Chief Financial Officer</I></TD>
</TR>
</TABLE>

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{"company-data": {"conformed-name": "IRWIN FINANCIAL CORP", "cik": "0000052617", "assigned-sic": "6022", "irs-number": "351286807", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-16691", "film-number": "081269068"}, "business-address": {"street1": "500 WASHINGTON STREET", "street2": "500 WASHINGTON STREET", "city": "COLUMBUS", "state": "IN", "zip": "47201", "phone": "8123761909"}, "mail-address": {"street1": "500 WASHINGTON STREET", "street2": "500 WASHINGTON STREET", "city": "COLUMBUS", "state": "IN", "zip": "47201"}, "former-company": [{"former-conformed-name": "IRWIN FINANCIAL CORPORATION", "date-changed": "19920703"}, {"former-conformed-name": "IRWIN UNION CORP", "date-changed": "19900919"}]}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2008
_________________
IRWIN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
INDIANA
(State or Other Jurisdiction of Incorporation)
0-6835
(Commission File Number)
35-1286807
(I.R.S. Employer Identification No.)
500 Washington Street
Columbus, Indiana 47201
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code:
(812) 376-1909
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
Item 8.01.  Other Events.
On December 22, 2008, Irwin Union Bank and Trust Company (the "Bank"), the
state-chartered bank subsidiary of Irwin Financial Corporation (the
"Corporation"), completed the sale of residual interests held in six of its
prior home equity securitizations.  These securitizations, which were originally
structured within the Bank's home equity line of business as secured financings,
contain approximately $1.0 billion of loans.  The removal of these loans from
the Bank's balance sheet is a multi-step process, and this transaction
represents the first step in that process.
The Corporation remains committed to its previously announced restructuring
plan, which includes taking steps to exit the Bank's home equity business through the sale or run-off of its home equity loan
portfolio and the sale or managed reduction of the Bank's home equity servicing
platform, as appropriate based on the run-off of loans.
This Report on Form 8-K contains forward-looking statements about the
Corporation's restructuring plan, including its efforts to exit the home equity
business.  Actual future results may differ materially from our forward-looking
statements and we qualify all forward-looking statements by various risks and
uncertainties we face, as well as the assumptions underlying the statements,
including but not limited to, the following cautionary factors:  difficulty in
meeting our capital-raising goals or in restructuring our capital as described
in Item 1.01 of our Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 14, 2008; participation or lack of participation in governmental programs
implemented under the Emergency Economic Stabilization Act of 2008, including
without limitation the Troubled Asset Relief Program and the Capital Purchase
Program, and the impact of such programs and related regulations on us and on
our capital raising goals, and on national and local economic and financial
markets and conditions; difficulty in exiting the home equity line of business; persistence or worsening
of current economic conditions affecting real estate, small businesses and
financial service providers; unanticipated lawsuits or outcomes in litigation; legislative or regulatory
changes, including changes that affect tax, consumer or commercial lending; changes in the interpretation and
application of regulatory capital or other rules; changes in accounting
policies or principles or their application to our business or final audit
adjustments; or governmental changes in monetary or fiscal policies. We
undertake no obligation to update publicly any of these statements in light of
future events, except as required in subsequent reports we file with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IRWIN FINANCIAL CORPORATION
(Registrant)
Date:  December 24, 2008
By:     /s/ Gregory F. Ehlinger
__________________________________________
GREGORY F. EHLINGER
Chief Financial Officer