DRAFT
04/23/97
                                
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                                
                            FORM S-8
                                
                     Registration Statement
                            Under the
                     Securities Act of 1933
                                
                   Irwin Financial Corporation
     (Exact Name of Registrant as Specified in Its Charter)
                                
          Indiana                            35-1286807
   (State or Other Jurisdiction of           (IRS Employer
   Incorporation or Organization)            Identification No.)
                                
         500 Washington Street, Columbus, Indiana  47201
      (Address of Principal Executive Offices)  (Zip Code)
                                
       Irwin Financial Corporation 1997 Stock Option Plan
                    (Full Title of the Plan)
                                
                        Matthew F. Souza
                   Irwin Financial Corporation
                      500 Washington Street
                          P.O. Box 929
                       Columbus, IN  47201
             (Name and Address of Agent For Service)
                                
                          812-376-1934
  (Telephone Number, Including Area Code, of Agent For Service)
                                
                 CALCULATION OF REGISTRATION FEE

======================================================================
                            Proposed    Proposed
Title of                    Maximum     Maximum
Securities       Amount     Offering    Aggregate      Amount of
to be            to be      Price       Offering       Registration
Registered     Registered   Per Share*  Price*         Fee
-----------------------------------------------------------------------
Common Shares    700,000    $26.75      $18,725,000    $5,674.24
no par value     Shares
=======================================================================

*The registration fee has been calculated pursuant to Rule 457(c)
and (h) based upon the average of the high and low prices for the
Common Shares on April 28, 1997.

The index to Exhibits is located at page 7 in the sequential
number system.

TOTAL PAGES 10
XXX Page 1 XXX
                            Form S-8
                  Registration Statement under
                   the Securities Act of 1933
                                
                   Irwin Financial Corporation

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following information hereto fore filed with the Commission
pursuant to the Securities Act of 1934, as amended (the "Exchange
Act"), is incorporated herein by reference:

(a)  The registrant's Annual Report on Form 10-K for the year
     ended December 31, 1996, File No. 0-7834.

(b)  The information set forth under the caption "Description of
     Common Shares" in the registrant's Registration Statement on Form
     10 filed pursuant to Section 12(g) of the Exchange Act,
     Registration No. 0-6835.

All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14(d) and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-
effective amendment indicating that all of the securities offered
hereby have been sold or deregistering all such securities then
remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of those documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

The Indiana Business Corporation Law ("BCL") provides that a
corporation may indemnify against liability (including amounts
paid in settlement) or a person made a party to a proceeding
because of the person's service as a director, officer, employee
or agent of the corporation if a determination is made by the
board of directors, a committee thereof, legal counsel or the
shareholders that the person acted in good faith and reasonably
believed (in the case of action taken in the person's official
capacity with the corporation) that his or her conduct was in the
corporation's best interests or (in all other cases) at least not
opposed to its best interests; and, in the case of any criminal
proceeding, the person had reasonable cause to believer his or
her conduct was lawful or no reasonable cause to believe it was
unlawful.  Directors, officers, employees and agents must be
indemnified against reasonable expenses incurred in a proceeding
if the person is wholly successful, on the merits or
XXXPage 2XXX

otherwise, in the defense of the proceeding.  The BCL provides
that it is not exclusive of other rights of indemnification that a
person may have under the articles of incorporation, bylaws, resolution
of the board of directors or shareholders or other authorization
of the shareholders; and permits the corporation to purchase
insurance on behalf of directors, officers, employees and agents
against liability asserted against them in those capacities.

Reference is made to Section 9.05 of Article IX of the Amended
Articles of Incorporation of Irwin Financial Corporation
concerning indemnification of directors and officers.

Irwin Financial Corporation has obtained directors' and officers'
liability insurance, the effect of which is to indemnify the
directors and officers of Irwin Financial Corporation against
certain losses caused by an error, misstatement or misleading
statement, wrongful act, omission, neglect or breach of duty by
them or any matter claimed against them in their capacities as
directors and officers.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See Index to Exhibits.

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

     (i)  To include any prospectus required by section 10(a)(3) of
          the Securities Act of 1933;
     
     (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement
          (or the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental change
          in the information set forth in the registration statement;
     
     (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

Provided, however, that paragraphs 1(i) and 1(ii) shall not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

(2)  That for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall
  be deemed to be a new registration statement relating to the
  securities offered therein, and the 
XXXPage 3XXX

  offering of such securities at that time shall be deemed to be 
  the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain
  unsold at the termination of the offering.

(4)  That, for purposes of determining any liability under the
  Securities Act of 1933, each filing of the registrant's annual
  report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference
  in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall
  be deemed to be the initial bona fide offering thereof.

(5)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers
  and controlling persons of the registrant pursuant to the
  foregoing provisions, or otherwise, the registrant has been
  advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as
  expressed in the Act and is, therefore, unenforceable.  In the
  event that a claim for indemnification against such liabilities
  (other than the payment by the registrant of expenses incurred or
  paid by a director, officer of controlling person of the
  registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer of controlling
  person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in
  the Act and will be governed by the final adjudication of such
  issue.
XXXPage 4XXX

                           SIGNATURES
                                
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing of Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Columbus, State of Indiana, on April 29, 1997.

                              IRWIN FINANCIAL CORPORATION


                                   By: /s/ William I. Miller
                                   -------------------------
                                   William I. Miller,
                                   Chairman of the Board

                        POWER OF ATTORNEY
                                
Know all men by these presents, that each person whose signature
appears below constitutes and appoints William I. Miller, John A.
Nash and Matthew F. Souza, and each or any of them (with full
power to act alone), his or her true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto those attorneys-
in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby rectifying and
confirming all that those attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
on the dates and in the capacities indicated:

                        Capacity with         
Signature               Registrant               Date
                                            

/s/ Sally A. Dean         Director              
-----------------                               April 29, 1997
Sally A. Dean

                                            
/s/ David W. Goodrich     Director              April 29, 1997
---------------------
David W. Goodrich

                                           
/s/ John T. Hackett       Director              April 29, 1997
-------------------
John T. Hackett


/s/ William H. Kling      Director              April 29, 1997
--------------------
William H. Kling

                                          
/s/ Brenda J. Lauderback  Director              April 29, 1997
------------------------
Brenda J. Lauderback

                                            
/s/ John C. McGinty, Jr.  Director              April 29, 1997
------------------------
John C. McGinty, Jr.

                                            
/s/ Irwin Miller          Director              April 29, 1997
----------------
Irwin Miller

                                            
/s/ William I. Miller     Director, Chairman    April 29, 1997
---------------------     of the Board
William I. Miller        (Principal Executive
                          Officer)

                                            
/s/ John A. Nash          Director, Chairman    April 29, 1997
----------------          of the Executive
John A. Nash              Committee

                                            
/s/ Lance R. Odden        Director              April 29, 1997
------------------
Lance R. Odden

                                            
/s/ James T. Sakai        Director              April 29, 1997
------------------
James T. Sakai


/s/ Theodore M. Solso     Director              April 29, 1997
---------------------
Theodore M. Solso

                                            
/s/ Thomas D. Washburn    Senior Vice           April 29, 1997
----------------------    President and Chief
Thomas D. Washburn        Financial Officer

                                            
/s/ Marie C. Strack       Vice President and    April 29, 1997
-------------------       Controller
Marie C. Strack          (Principal
                          Accounting Officer)
XXXPage 6XXX

                   IRWIN FINANCIAL CORPORATION
                     Registration Statement
                               on
                            Form S-8
                                
                        INDEX TO EXHIBITS
Exhibit                                               Page Number
Number                                                in Sequential
Assigned in         Description of Exhibit            Numbering
Regulation                                            System
S-K
Item 601
                                                      
(4)          4.01   Specimen certificate for Common   
                    Shares (Incorporated by
                    reference to Exhibit 4(a) to the
                    registrant's Annual Report on
                    Form 10-K for the year ended
                    December 31, 1994 (File No. 0-
                    6835).
                                                      
             4.02   Certain instruments defining the  
                    rights of the holders of long-
                    term debt of the registrant and
                    certain of its subsidiaries,
                    none of which authorize a total
                    amount of indebtedness in excess
                    of 10% of the total assets of
                    the registrant and its
                    subsidiaries on a consolidated
                    basis, have not been filed as
                    Exhibits.  The registrant hereby
                    agrees to furnish a copy of any
                    of these agreements to the
                    Commission upon request.
                                                      
(5)          5.01   Opinion of Ice Miller Donadio &         8
                    Ryan
                                                      
(15)                No exhibit.                       
                                                      
(24)         24.01  Consent of Ice Miller Donadio &   
                    Ryan (Included as a part of
                    Exhibit 5.01)
                                                      
             24.02  Consent of Coopers & Lybrand           10
                                                      
(25)         25.01  Power of Attorney (see Signature  
                    Page)
                                                      
(28)                No exhibit.                       
                                                      
(29)                No exhibit.                       
XXXPage 7XXX
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16532}]
{"company-data": {"conformed-name": "IRWIN FINANCIAL CORPORATION", "cik": "0000052617", "assigned-sic": "6022", "irs-number": "351286807", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26197", "film-number": "97591752"}, "business-address": {"street1": "500 WASHINGTON ST", "street2": "PO BOX 929", "city": "COLUMBUS", "state": "IN", "zip": "47201", "phone": "8123761020"}, "mail-address": {"street2": "500 WASHINGTON ST., PO BOX 929", "city": "COLUMBUS", "state": "IN", "zip": "47202"}, "former-company": {"former-conformed-name": "IRWIN UNION CORP", "date-changed": "19900919"}}
DRAFT
04/23/97
                                
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                                
                            FORM S-8
                                
                     Registration Statement
                            Under the
                     Securities Act of 1933
                                
                   Irwin Financial Corporation
     (Exact Name of Registrant as Specified in Its Charter)
                                
          Indiana                            35-1286807
   (State or Other Jurisdiction of           (IRS Employer
   Incorporation or Organization)            Identification No.)
                                
         500 Washington Street, Columbus, Indiana  47201
      (Address of Principal Executive Offices)  (Zip Code)
                                
       Irwin Financial Corporation 1997 Stock Option Plan
                    (Full Title of the Plan)
                                
                        Matthew F. Souza
                   Irwin Financial Corporation
                      500 Washington Street
                          P.O. Box 929
                       Columbus, IN  47201
             (Name and Address of Agent For Service)
                                
                          812-376-1934
  (Telephone Number, Including Area Code, of Agent For Service)
                                
                 CALCULATION OF REGISTRATION FEE

======================================================================
                            Proposed    Proposed
Title of                    Maximum     Maximum
Securities       Amount     Offering    Aggregate      Amount of
to be            to be      Price       Offering       Registration
Registered     Registered   Per Share*  Price*         Fee
-----------------------------------------------------------------------
Common Shares    700,000    $26.75      $18,725,000    $5,674.24
no par value     Shares
=======================================================================

*The registration fee has been calculated pursuant to Rule 457(c)
and (h) based upon the average of the high and low prices for the
Common Shares on April 28, 1997.

The index to Exhibits is located at page 7 in the sequential
number system.

TOTAL PAGES 10
XXX Page 1 XXX
                            Form S-8
                  Registration Statement under
                   the Securities Act of 1933
                                
                   Irwin Financial Corporation

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following information hereto fore filed with the Commission
pursuant to the Securities Act of 1934, as amended (the "Exchange
Act"), is incorporated herein by reference:

(a)  The registrant's Annual Report on Form 10-K for the year
     ended December 31, 1996, File No. 0-7834.

(b)  The information set forth under the caption "Description of
     Common Shares" in the registrant's Registration Statement on Form
     10 filed pursuant to Section 12(g) of the Exchange Act,
     Registration No. 0-6835.

All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14(d) and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-
effective amendment indicating that all of the securities offered
hereby have been sold or deregistering all such securities then
remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of those documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

The Indiana Business Corporation Law ("BCL") provides that a
corporation may indemnify against liability (including amounts
paid in settlement) or a person made a party to a proceeding
because of the person's service as a director, officer, employee
or agent of the corporation if a determination is made by the
board of directors, a committee thereof, legal counsel or the
shareholders that the person acted in good faith and reasonably
believed (in the case of action taken in the person's official
capacity with the corporation) that his or her conduct was in the
corporation's best interests or (in all other cases) at least not
opposed to its best interests; and, in the case of any criminal
proceeding, the person had reasonable cause to believer his or
her conduct was lawful or no reasonable cause to believe it was
unlawful.  Directors, officers, employees and agents must be
indemnified against reasonable expenses incurred in a proceeding
if the person is wholly successful, on the merits or
XXXPage 2XXX

otherwise, in the defense of the proceeding.  The BCL provides
that it is not exclusive of other rights of indemnification that a
person may have under the articles of incorporation, bylaws, resolution
of the board of directors or shareholders or other authorization
of the shareholders; and permits the corporation to purchase
insurance on behalf of directors, officers, employees and agents
against liability asserted against them in those capacities.

Reference is made to Section 9.05 of Article IX of the Amended
Articles of Incorporation of Irwin Financial Corporation
concerning indemnification of directors and officers.

Irwin Financial Corporation has obtained directors' and officers'
liability insurance, the effect of which is to indemnify the
directors and officers of Irwin Financial Corporation against
certain losses caused by an error, misstatement or misleading
statement, wrongful act, omission, neglect or breach of duty by
them or any matter claimed against them in their capacities as
directors and officers.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See Index to Exhibits.

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

     (i)  To include any prospectus required by section 10(a)(3) of
          the Securities Act of 1933;
     
     (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement
          (or the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental change
          in the information set forth in the registration statement;
     
     (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

Provided, however, that paragraphs 1(i) and 1(ii) shall not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

(2)  That for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall
  be deemed to be a new registration statement relating to the
  securities offered therein, and the 
XXXPage 3XXX

  offering of such securities at that time shall be deemed to be 
  the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain
  unsold at the termination of the offering.

(4)  That, for purposes of determining any liability under the
  Securities Act of 1933, each filing of the registrant's annual
  report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference
  in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall
  be deemed to be the initial bona fide offering thereof.

(5)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers
  and controlling persons of the registrant pursuant to the
  foregoing provisions, or otherwise, the registrant has been
  advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as
  expressed in the Act and is, therefore, unenforceable.  In the
  event that a claim for indemnification against such liabilities
  (other than the payment by the registrant of expenses incurred or
  paid by a director, officer of controlling person of the
  registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer of controlling
  person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in
  the Act and will be governed by the final adjudication of such
  issue.
XXXPage 4XXX

                           SIGNATURES
                                
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing of Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Columbus, State of Indiana, on April 29, 1997.

                              IRWIN FINANCIAL CORPORATION

                                   By: /s/ William I. Miller
                                   -------------------------
                                   William I. Miller,
                                   Chairman of the Board

                        POWER OF ATTORNEY
                                
Know all men by these presents, that each person whose signature
appears below constitutes and appoints William I. Miller, John A.
Nash and Matthew F. Souza, and each or any of them (with full
power to act alone), his or her true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto those attorneys-
in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby rectifying and
confirming all that those attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
on the dates and in the capacities indicated:

                        Capacity with         
Signature               Registrant               Date
                                            

/s/ Sally A. Dean         Director              
-----------------                               April 29, 1997
Sally A. Dean

                                            
/s/ David W. Goodrich     Director              April 29, 1997
---------------------
David W. Goodrich

                                           
/s/ John T. Hackett       Director              April 29, 1997
-------------------
John T. Hackett

/s/ William H. Kling      Director              April 29, 1997
--------------------
William H. Kling

                                          
/s/ Brenda J. Lauderback  Director              April 29, 1997
------------------------
Brenda J. Lauderback

                                            
/s/ John C. McGinty, Jr.  Director              April 29, 1997
------------------------
John C. McGinty, Jr.

                                            
/s/ Irwin Miller          Director              April 29, 1997
----------------
Irwin Miller

                                            
/s/ William I. Miller     Director, Chairman    April 29, 1997
---------------------     of the Board
William I. Miller        (Principal Executive
                          Officer)

                                            
/s/ John A. Nash          Director, Chairman    April 29, 1997
----------------          of the Executive
John A. Nash              Committee

                                            
/s/ Lance R. Odden        Director              April 29, 1997
------------------
Lance R. Odden

                                            
/s/ James T. Sakai        Director              April 29, 1997
------------------
James T. Sakai

/s/ Theodore M. Solso     Director              April 29, 1997
---------------------
Theodore M. Solso

                                            
/s/ Thomas D. Washburn    Senior Vice           April 29, 1997
----------------------    President and Chief
Thomas D. Washburn        Financial Officer

                                            
/s/ Marie C. Strack       Vice President and    April 29, 1997
-------------------       Controller
Marie C. Strack          (Principal
                          Accounting Officer)
XXXPage 6XXX

                   IRWIN FINANCIAL CORPORATION
                     Registration Statement
                               on
                            Form S-8
                                
                        INDEX TO EXHIBITS
Exhibit                                               Page Number
Number                                                in Sequential
Assigned in         Description of Exhibit            Numbering
Regulation                                            System
S-K
Item 601
                                                      
(4)          4.01   Specimen certificate for Common   
                    Shares (Incorporated by
                    reference to Exhibit 4(a) to the
                    registrant's Annual Report on
                    Form 10-K for the year ended
                    December 31, 1994 (File No. 0-
                    6835).
                                                      
             4.02   Certain instruments defining the  
                    rights of the holders of long-
                    term debt of the registrant and
                    certain of its subsidiaries,
                    none of which authorize a total
                    amount of indebtedness in excess
                    of 10% of the total assets of
                    the registrant and its
                    subsidiaries on a consolidated
                    basis, have not been filed as
                    Exhibits.  The registrant hereby
                    agrees to furnish a copy of any
                    of these agreements to the
                    Commission upon request.
                                                      
(5)          5.01   Opinion of Ice Miller Donadio &         8
                    Ryan
                                                      
(15)                No exhibit.                       
                                                      
(24)         24.01  Consent of Ice Miller Donadio &   
                    Ryan (Included as a part of
                    Exhibit 5.01)
                                                      
             24.02  Consent of Coopers & Lybrand           10
                                                      
(25)         25.01  Power of Attorney (see Signature  
                    Page)
                                                      
(28)                No exhibit.                       
                                                      
(29)                No exhibit.                       
XXXPage 7XXX