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 *
SOUZA MATTHEW 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)
SVP Ethics and Secretary
(Last)
(First)
(Middle)

IRWIN FINANCIAL CORPORATION, 500 WASHINGTON STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(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             24,000 (1) (2) D  
COMMON STOCK             6,201 (3) 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) $ 10.6562             (4) 04/18/2006 Common Stock
8,800
  8,800
D
 
Non-Qualified Stock Option (Right to Buy) $ 13.6875             (4) 04/29/2007 Common Stock
7,620
  7,620
D
 
Non-Qualified Stock Option (Right to Buy) $ 15.65             (4) 02/13/2012 Common Stock
16,600
  16,600
D
 
Non-Qualified Stock Option (Right to Buy) $ 16.9687             (4) 04/25/2010 Common Stock
10,500
  10,500
D
 
Non-Qualified Stock Option (Right to Buy) $ 21.38             (4) 04/24/2011 Common Stock
11,100
  11,100
D
 
Non-Qualified Stock Option (Right to Buy) $ 22.46             (4) 04/24/2013 Common Stock
21,600
  21,600
D
 
Non-Qualified Stock Option (Right to Buy) $ 23.89             (4) 04/28/2014 Common Stock
12,000
  12,000
D
 
Non-Qualified Stock Option (Right to Buy) $ 24.0937             (4) 04/28/2009 Common Stock
6,200
  6,200
D
 
Non-Qualified Stock Option (Right to Buy) $ 28.1875             (4) 04/20/2008 Common Stock
3,780
  3,780
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SOUZA MATTHEW F
IRWIN FINANCIAL CORPORATION
500 WASHINGTON STREET
COLUMBUS, IN 47201		       SVP Ethics and Secretary  

Signatures

/s/ Matthew F. Souza 01/13/2005
**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) Between 4-30-04 and 12-30-04 the reporting person acquired 399 shares of Irwin Financial Corporation Common stock under the Irwin Financial Corporation Employees' Stock Purchase Plan. The information in this report is as of 12-30-04. The Plan provides for the purchase of fractional shares. The number reported is the nearest whole number. Between 4-30-04 and 12-31-04, the reporting person acquired 125 shares of Irwin Financial Corporation common stock under the Irwin Financial Corporation Dividend and Common Stock Purchase Plan. The information in this report is as of 12-31-04. The Plan provides for the purchase of fractional shares. The number reported is the nearest whole number.
(2) Between 4-30-04 and 12-31-04 the reporting person acquired 55 shares of Irwin Financial Corporation common stock through broker-administered dividend reinvestment with terms similar to the Irwin Financial Corporation Dividend Reinvestment Plan. Shares noted are as of 12-31-04. The Plan provides for the purchase of fractional shares. The number reported is the nearest whole number.
(3) Between 4-30-04 and 12-31-04, the reporting person's spouse acquired 55 shares of Irwin Financial Corporation common stock through broker-administered dividend reinvestment with terms similar to the Irwin Financial Corporation Dividend Reinvestment Plan. Shares noted are as of 12-31-04. The Plan provides for the purchase of fractional shares. The number reported is the nearest whole number.
(4) 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.

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