SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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.

1. Name and Address of Reporting Person^*

MILLER WILLIAM I

(Last)

(First)

(Middle)

IRWIN FINANCIAL CORPORATION

500 WASHINGTON STREET

(Street)

COLUMBUS

47201

(City)

(State)

(Zip)

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)
	Chairman and President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
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)	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							78,117	D
COMMON STOCK							22,812⁽¹⁾	I	BY DAUGHTERS
COMMON STOCK	09/07/2004		W	5,160,592⁽²⁾	A	$0	5,160,592	I	BY IFC TRUST
COMMON STOCK							14,625⁽³⁾	I	BY TRUST

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NON-QU. STOCK OPTION(right to buy)	$7.8437						⁽⁴⁾	04/25/2005	COMMON STOCK	54,800		54,800	D
NON-QU. STOCK OPTION(right to buy)	$10.6562						⁽⁴⁾	04/18/2006	COMMON STOCK	41,400		41,400	D
NON-QU. STOCK OPTION(right to buy)	$13.6875						⁽⁴⁾	04/29/2007	COMMON STOCK	42,180		42,180	D
NON-QU. STOCK OPTION(right to buy)	$15.65						⁽⁴⁾	02/13/2012	COMMON STOCK	140,400		140,400	D
NON-QU. STOCK OPTION(right to buy)	$16.9687						⁽⁴⁾	04/25/2010	COMMON STOCK	99,900		99,900	D
NON-QU. STOCK OPTION(right to buy)	$21.38						⁽⁴⁾	04/24/2011	COMMON STOCK	101,100		101,100	D
NON-QU. STOCK OPTION(right to buy)	$22.46						⁽⁴⁾	04/24/2013	COMMON STOCK	106,500		106,500	D
NON-QU. STOCK OPTION(right to buy)	$23.89						⁽⁴⁾	04/28/2014	COMMON STOCK	84,700		84,700	D
NON-QU. STOCK OPTION(right to buy)	$24.0937						⁽⁴⁾	04/28/2009	COMMON STOCK	49,600		49,600	D
NON-QU. STOCK OPTION(right to buy)	$28.1875						⁽⁴⁾	04/20/2008	COMMON STOCK	28,020		28,020	D

Explanation of Responses:

1. 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

2. On September 7, 2004, the reporting person was named as substitute sole Trustee of the Irwin Financial Corporation Trust.

3. 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.

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.

Remarks:

	/s/ William I. Miller	02/11/2005
	** 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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