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Irwin Financial Corporation amends its Form 10-Q filed for the quarter
ending March 31, 2000.  The amended entries are flagged with an "*" at
the beginning and end.

<TITLE>NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES</TITLE>
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<B><FONT FACE="Courier,Courier New" SIZE=2><P>NOTE 1 - SIGNIFICANT ACCOUNTING
 POLICIES</P>
</B><I><P>Basis of Presentation: </I>The unaudited financial statements
included herein have been prepared by the Corporation pursuant to the rules
and regulations of the Securities and Exchange Commission but do not include
all information and footnotes required by generally accepted accounting
principles. In the opinion of management, the financial statements reflect
all material adjustments necessary for a fair presentation. The accompanying
financial statements should be read in conjunction with the *financial
statements and related notes included with the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1999.*</P>
<I><P>Reclassifications</I>: Certain amounts in the 1999 consolidated
financial statements have been reclassified to conform to the 2000
presentation.</P>
<I><P>Derivatives: </I>On June 15, 1998, the Financial Accounting Standards
Board (FASB) issued<I> </I>Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities"
(FAS 133). FAS 133 requires that all derivative instruments be recorded on
the balance sheet at their fair value. Changes in the market value of
derivatives would be recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part
*of a hedge transaction and, if it is, the type of hedge transaction. In June
1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities
- Deferral of the Effective Date of FASB Statement No. 133," deferring its
effective date to fiscal years beginning after June 15, 2000. The Corporation
will adopt SFAS 133 on January 1, 2001. The Corporation has not quantified
the impact of this statement on its financial position or results of
operations.*</P>
<P>Derivative instruments on the Corporation's balance sheet are currently
classified as trading assets and carried at market value. Changes in market
value are recorded as trading gains or losses on the income statement.</P>
<I><P>Trading Assets</I>: Trading assets are stated at fair value. Unrealized
gains and losses are included in earnings. Included in trading assets are
interest-only strips. Market values for interest-only strips are determined
using assumptions about the duration and performance of the securitized loans
and are calculated on the basis of the expected timing of cash receipts by
the company. Included in these assumptions are estimates of the lives of the
loans, expected losses, and appropriate discount *rates.  Management
continually evaluates these assumptions to determine the proper carrying
values of these items on the balance sheet. Adjustments to carrying values
are recorded as trading gains or losses.*</P>
<B><P>NOTE 2 - INVESTMENT SECURITIES</P>
</B><P>Securities which the Corporation has the positive intent and ability
to hold until maturity are classified as "held-to-maturity" and are stated at
cost adjusted for amortization of premium and accretion of discount.
Securities that might be sold prior to maturity are classified as "available-
for-sale" and are stated at fair value. Unrealized gains and losses on
available-for-sale securities, net of the future tax impact, are reported as
a separate component of *shareholders' equity until realized.*</
<B><P>NOTE 9 -- COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES
OF SUBSIDIARY TRUST</P>
</B><P>In January 1997, the Corporation issued $50 million of trust preferred
securities through IFC Capital Trust I, a trust created and controlled by the
Corporation. The securities were issued at $25 per share with a cumulative
dividend rate of 9.25% payable quarterly. They have an initial maturity of 30
years with a 19-year extension option. The securities are callable at par
after five years, or immediately, in the event of an adverse tax development
affecting the Corporation's classification of the *securities for federal
income tax purposes.  They are not convertible into common stock of the
Corporation. The securities are shown on the balance sheet net of
capitalized issuance costs.*</P>
<B><P>NOTE 11 -- CONTINGENCIES</P>
</B><P>As of March 31, 2000, Irwin Mortgage Corporation (IMC) was a defendant
in class action lawsuits relating to IMC's administration of mortgage escrow
accounts and IMC's right to pay broker fees to mortgage brokers. In the
lawsuit involving escrow accounts, a settlement has been proposed, which if
affirmed by the court, would allow class members a discount of one hundred
eighty dollars towards refinancing or obtaining a first mortgage loan from
Irwin. In the lawsuit involving broker fees, it is not *presently possible
for the coporationn to predict the likelihood of an unfavorable outcome or
to establish the possible extent or amount of liability or potential exposure
with respect to the litigation.*</P>
<B><P>NOTE 12 -- INDUSTRY SEGMENT INFORMATION</B></FONT> </P>
<FONT FACE="Courier,Courier New" SIZE=2><P>The Corporation has five principal
segments that provide a broad range of financial services throughout the
United States. The Mortgage Banking line of business originates, sells and
services residential first mortgage loans. The Home Equity Lending line of
business originates and services home equity loans. The Commercial Banking
line of business provides commercial banking services. The Equipment Leasing
line of business leases commercial equipment. The *Venture Capital line of
business invests in early-stage technology companies. Other consists
primarily of the parent company including eliminations.*</P>
</FONT><B><U><FONT FACE="Courier New" SIZE=2><P ALIGN="CENTER">SIGNATURES</P>
</B></U><P>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 thereunto duly authorized.</P>
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<P ALIGN="JUSTIFY">May 16, 2000                     IRWIN FINANCIAL CORPORATION</P>
<P ALIGN="JUSTIFY">						By: /s/ Jody A. Littrell</P><DIR>
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<P ALIGN="JUSTIFY">_________________________</P></DIR>
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<P ALIGN="JUSTIFY">						 Jody A. Littrell</P>
<P ALIGN="JUSTIFY">						 Corporate Controller</P>
<P>(Chief Accounting Officer)</P>
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