SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549
                                   FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF  1934
For the quarterly period ended          March 31, 1997
                                     OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF  1934
For the transition period from                   to

Commission file number   0-6835

                          IRWIN FINANCIAL CORPORATION
          (Exact name of registrant as specified in its charter)

INDIANA                                                35-1286807
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization                      Identification No.)
                                
                 500 Washington Street, Columbus, IN  47201
                 (Address of principal executive offices)
                               (Zip Code)

                              812/376-1020
                   __________________________________________

             Registrant's telephone number, including area code)
             (Former name, former address and former fiscal year
                     if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X      No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.

Yes        No

As of April  30, 1997, there were outstanding 11,308,953 common
shares, no par value, of the Registrant.

XXX  PAGE 1  XXX

IRWIN FINANCIAL CORPORATION AMENDS ITS 10Q FILED FOR THE QUARTER
ENDING MARCH 31, 1997.  THE FOLLOWING CONSOLIDATED STATEMENT OF
CASH FLOWS WAS INADVERTANTLY OMITTED FROM ITS 10Q FILED ON MAY
14, 1997.
<TABLE>
<CAPTION>
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

March 31,                                    1997            1996
------------                                -----           -----

<S>                               <C>             <C>
Net income                             $5,196,276      $4,988,236
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization           4,401,392       3,618,080
Provision for loan and lease losses       856,235         944,000
Amortization of premiums, less 
accretion of discounts:                   233,916         459,076
Mortgage loan originations        (1,098,549,221) (1,247,564,138)
Sales of mortgage loans             1,200,985,581   1,180,356,083
Gain on sale of mortgage servicing    (6,818,812)     (1,187,849)
Other, net                           (12,898,360)    (13,396,815)
                                  --------------- ---------------
Net cash used by operating 
activities                             93,407,007    (71,783,327)
                                  --------------- ---------------

LENDING AND INVESTING ACTIVITIES:
Proceeds from maturities/calls of 
investment securities:
  Held-to-Maturity                         95,000         610,000
  Available-for-Sale                    1,842,195      25,777,857
Purchase of investment securities:
  Held-to-Maturity                              0     (4,445,078)
  Available-for-Sale                  (8,873,307)    (23,275,685)
Net increase in interest-bearing
  deposits with financial institutions  (799,930)     (2,620,964)
Net increase in loans, excluding 
sales                                (64,912,371)    (38,511,869)
Sale of loans                          68,730,444               0
Net additions to premises and 
equipment                             (1,768,644)     (1,478,754)
Additions to mortgage servicing 
assets                               (12,431,709)    (23,636,067)
Proceeds from sale of mortgage 
servicing assets                       18,722,373      19,852,435
                                    -------------   -------------
Net cash used by lending and 
investing activities                      604,051    (47,728,125)
                                    -------------   -------------

FINANCING ACTIVITIES:
Net increase in deposits                6,596,434      61,120,997
Net increase (decrease) in 
short-term  borrowings              (152,985,065)      49,331,730
Repayment of long-term debt           (6,033,259)     (2,105,797)
Sale of company-obligated 
manditorily redeemable preferred 
securities of subsidiary trust         47,966,682               0
Purchase of treasury stock            (2,784,189)               0
Proceeds from sale of stock for 
employee benefit plans                    505,904         273,985
Dividends paid                          (792,478)       (680,470)
                                    -------------   -------------
Net cash provided by financing 
activities                          (107,525,971)     107,940,445
                                    -------------   -------------
Net increase in cash and cash 
equivalents                          (13,514,913)    (11,571,007)
Cash and cash equivalents at 
beginning of year                      71,365,788      64,256,953
                                    -------------   -------------
Cash and cash equivalents at end 
of year                               $57,850,875     $52,685,946
                                    =============   =============
</TABLE>

<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period:
<S>                                   <C>              <C>
Interest                              $10,016,414      $8,653,823
                                    =============   =============
Income taxes                             $160,025               0
                                    =============   =============
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
XXX   PAGE 4   XXX


SIGNATURES

     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.

                              IRWIN FINANCIAL CORPORATION

                              By: /s/ Thomas D. Washburn
                              --------------------------
                                  Thomas D. Washburn
                                  Chief Financial Officer


                              By: /s/ Marie C. Strack
                              ---------------------------
                                  Marie C. Strack
                                  Corporate Controller
                                  (Chief Accounting Officer)

XXX  PAGE 19  XXX