Indiana

35-1286807

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

Large accelerated filer o 

Accelerated filer [x ]

Non-accelerated filer  o

Smaller reporting company o 

Title of Each Class of Securities to be Registered

Amount to be Registered (2)

Proposed Maximum Offering Price Per Share (3)

Proposed Maximum Aggregate Offering Price (3)

Amount of Registration Fee

Common Shares, no par value (1)

1,000,000 Shares

$0.885

$885,000

$49.39

(1)

This registration statement also pertains to Preferred Share purchase Rights (“Rights”) of Irwin Financial Corporation. Until the occurrence of certain prescribed events, the Rights are not exercisable, will be evidenced by the certificates for the Common Shares and will be transferred along with and only with the Common Shares.

(2)

Pursuant to Rule 416 under the Securities Act of 1933, this registration statement shall also cover any additional Common Shares that become issuable under the Irwin Financial Corporation Employees’ Stock Purchase Plan III, as amended, by reason of any stock dividend, stock split, recapitalization or any other similar transaction.

(3)

Estimated solely for the purpose of determining the registration fee and computed pursuant to Rules 457(c) and 457(h)(1). The proposed Maximum Offering Price Per Share indicated equals the average of the high and low prices of the Common Shares on June 4, 2009, as reported on the New York Stock Exchange.

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the Commission on March 31, 2009;

(b)

the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, and filed with the Commission on May 11, 2009;

(c)

the Registrant’s Current Reports on Form 8-K, as filed with the Commission on April 1, 2009, May 7, 2009 and June 3, 2009; and

(d)

the description of the Registrant’s Common Shares and associated Preferred Share purchase Rights included in the Registrant’s Registration Statement on Form S-1 (Registration No. 333-68586) as filed with the Securities and Exchange Commission on September 18, 2001, including any amendment or report filed for the purpose of updating the description of the Registrant’s Common Shares or associated Rights.

(a)

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 this 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table 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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 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.

(b)

The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.

(c)

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 Securities Act of 1933 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 or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

IRWIN FINANCIAL CORPORATION

By: /s/ William I. Miller

William I. Miller,

Chief Executive Officer, Chairman and President

Signature

Title

Date

/s/ Sally A. Dean

Director

June 8, 2009

Sally A. Dean

/s/ David W. Goodrich

Director

June 8, 2009

David W. Goodrich

/s/ R. David Hoover

Director

June 8, 2009

R. David Hoover

/s/ William H. Kling

Director

June 8, 2009

William H. Kling

/s/ Brenda J. Lauderback

Director

June 8, 2009

Brenda J. Lauderback

/s/ John C. McGinty, Jr.

Director

June 8, 2009

John C. McGinty, Jr

/s/ William I. Miller
William I. Miller

Director, Chief Executive Officer, Chairman and President

June 8, 2009

(principal executive officer)

/s/ Dayton H. Moldendorp

Director

June 8, 2009

Dayton H. Moldendorp

/s/ Lance R. Odden

Director

June 8, 2009

Lance R. Odden

/s/ Marita Zuraitis

Director

June 8, 2009

Marita Zuraitis

/s/ Gregory F. Ehlinger

Chief Financial Officer

Gregory F. Ehlinger

(principal financial officer)

/s/ Jody A. Littrell

First Vice President and Controller

June 8, 2009

Jody A. Littrell

(principal accounting officer)

Exhibit No.

Description of Exhibit

4.1

Rights Agreement, dated as of March 1, 2001, between Irwin Financial Corporation and Irwin Union Bank and Trust. (Incorporated by reference to Exhibit 4.1 to Form 8-A filed March 2, 2001, File No. 000-06835.)

4.2

Appointment of Successor Rights Agent dated as of May 11, 2001 between Irwin Financial Corporation and National City Bank. (Incorporated by reference to Exhibit 4.5 to Form S-8 filed on September 7, 2001, File No. 333-69156.)

10.1

Employees’ Stock Purchase Plan III, as amended (filed as Appendix A to Registrants’ Definitive Proxy Statement with the Commission on April 17, 2009, and hereby incorporated herein by reference).

5.1

Opinion of McDermott Will & Emery LLP (filed herewith).

23.1

Consent of Ernst & Young LLP (filed herewith).

23.2

Consent of McDermott Will & Emery LLP (included in opinion filed as Exhibit 5.1).

24.1

Power of Attorney (included as part of the signature page to this registration statement).