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          September 30, 1996
                                   --------------------------
                                        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)<PAGE>



   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 October 31, 1996, there were outstanding  5,682,776  common
   shares, no par value, of the Registrant.


   XXX   PAGE 1   XXX
<PAGE>
   <PAGE>
   <TABLE>
   <CAPTION>
   IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
   CONSOLIDATED BALANCE SHEET

                                          September 30,   December 31,
   ASSETS:                                         1996           1995
                                          -------------  -------------
   <S>                                   <C>            <C>
   Cash and due from banks                  $41,456,421    $49,256,953
   Federal funds sold                                 0     15,000,000
                                          -------------  -------------
   Cash and cash equivalents                 41,456,421     64,256,953
   Interest-bearing deposits with financial
      institutions                           10,195,652      7,937,740
   Investment securities (Market value:
   $69,855,676 in 1996 and $61,884,464
   in 1995) - Note 2                         69,551,512     60,869,413
   Mortgage loans held for sale - Note 3    318,282,223    378,658,247
   Loans and leases, net of unearned income
      - Note 4                              575,983,353    412,524,601
   Less: Allowance for possible loan and
    lease losses - Note 5                   (6,110,816)    (4,620,167)
                                         -------------- --------------
                                            569,872,537    407,904,434
   Mortgage servicing rights - Note 6        66,606,394     48,535,326
   Accrued interest receivable                6,654,563      4,239,435
   Premises and equipment                    18,350,051     16,377,889
   Other assets                              60,765,528     49,527,138
                                         -------------- --------------
                                         $1,161,734,881 $1,038,306,575
                                         ============== ==============
   </TABLE>
   <TABLE>
   <CAPTION>
   LIABILITIES AND SHAREHOLDERS' EQUITY:

    <S>                                  <C>            <C>
   Deposits
    Noninterest-bearing                    $220,346,261   $207,379,192
    Interest-bearing                        317,622,035    302,543,544
    Certificates of deposit over $100,000    75,744,338     54,075,911
                                          -------------  -------------
                                            613,712,634    563,998,647
   Short-term borrowings- Note 7            359,512,839    310,278,659
   Long-term debt- Note 8                    19,515,293     21,574,792
   Other liabilities                         56,383,110     43,237,996
                                          -------------  -------------
      Total liabilities                   1,049,123,876    939,090,094
                                          -------------  -------------

   Shareholders' equity
    Preferred stock, no par value - authorized
       50,000 shares; none issued                     0              0
    Common stock; no par value - authorized
       40,000,000 shares; issued 5,850,520 shares
       in 1996 and 1995; including 169,782 and
       185,604 shares in treasury in 1996 and
       1995, respectively.                   29,965,287     29,965,287
    Unrealized loss on investment securities   (11,025)        (9,657)
    Retained earnings                        87,881,905     74,647,711
                                          -------------  -------------
                                            117,836,167    104,603,341
    Less treasury stock, at cost            (5,225,162)    (5,386,860)
                                          -------------  -------------
    Total shareholders' equity              112,611,005     99,216,481
                                          -------------  -------------
                                         $1,161,734,881 $1,038,306,575
                                         ============== ==============
   </TABLE>
   The accompanying notes are an integral part of the consolidated
   financial statements.


   XXX   PAGE 2   XXX
<PAGE>
   <PAGE>
   <TABLE>
   <CAPTION>
   IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
   CONSOLIDATED STATEMENT OF INCOME
                                                Three Months Ended
                                                  September 30,
   INTEREST INCOME:                                1996           1995
                                             ----------     ----------
   <S>                                      <C>            <C>
   Loans and leases                         $14,286,206    $10,188,631
   Investment securities:
    Taxable                                   1,071,351      1,085,147
    Tax-exempt                                   88,412        105,914
   Loans held for sale                        7,497,647      6,244,510
   Federal funds sold                            61,950        366,232
                                             ----------     ----------
      Total interest income                  23,005,566     17,990,434
                                             ----------     ----------
   INTEREST EXPENSE:

   Deposits                                   4,649,118      3,798,469
   Short-term borrowings                      5,437,005      3,850,165
   Long-term debt                               471,717        371,555
                                             ----------     ----------
      Total interest expense                 10,557,840      8,020,189
                                             ----------     ----------
   Net interest income                       12,447,726      9,970,245
   Provision for possible loan and lease
      losses - Note 5                           989,000        910,000
                                             ----------     ----------
   Net interest income after provision
      for possible loan and lease losses     11,458,726      9,060,245
                                             ----------     ----------
   OTHER INCOME:

   Loan origination fees                     10,750,565     10,700,955
   Gain from sales of loans                   8,650,297      6,524,879
   Loan servicing fees                       12,263,517      8,011,811
   Gain on sale of mortgage servicing         4,411,321      3,798,847
   Brokerage fees and commissions               550,681        525,579
   Trust fees                                   512,700        366,503
   Service charges on deposit accounts          167,426        337,098
   Insurance commissions, fees and premiums     360,734        282,783
   Other                                        748,691        452,875
                                             ----------     ----------
                                             38,415,932     31,001,330
   OTHER EXPENSE:

   Salaries                                  19,427,821     16,723,527
   Pension and other employee benefits        3,367,931      2,528,584
   Office Expense                             2,481,214      2,083,461
   Premises and equipment                     3,494,441      3,199,214
   Amortization of mortgage servicing rights  4,273,029      1,295,000
   Marketing and development                  2,373,169      1,873,897
   Other                                      5,282,504      3,020,809
                                             ----------     ----------
                                             40,700,109     30,724,492
                                             ----------     ----------
   Income before income taxes                 9,174,549      9,337,083
    Federal income taxes                      2,894,000      2,631,000
    State income taxes                          778,000        667,000
                                             ----------     ----------
   Net income                                $5,502,549     $6,039,083
                                             ==========     ==========
    Net income per share of common stock:
    Net income -Note 1                            $0.95          $1.05
                                             ==========     ==========
    Dividends per share of common stock           $0.12          $0.11
                                             ==========     ========== 
    Weighted average shares of common stock
      outstanding                             5,817,757      5,759,401
                                             ==========     ==========
   </TABLE>
   The accompanying notes are an integral part of the consolidated
   financial statements.


   XXX   PAGE 3   XXX
<PAGE>
   <PAGE>
   <TABLE>
   <CAPTION>
   IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
   CONSOLIDATED STATEMENT OF INCOME             Nine Months Ended
                                                  September 30,

   INTEREST INCOME:                                1996           1995
                                             ----------     ----------
   <S>                                      <C>            <C>
   Loans and leases                         $37,858,483    $27,008,657
   Investment securities:
    Taxable                                   3,345,808      3,486,777
    Tax-exempt                                  270,888        333,866
   Loans held for sale                       22,238,995     12,894,957
   Federal funds sold                         1,135,064      1,532,665
                                             ----------     ----------
      Total interest income                  64,849,238     45,256,922
                                             ----------     ----------
   INTEREST EXPENSE:

   Deposits                                  13,469,270     10,417,539
   Short-term borrowings                     14,574,204      7,086,545
   Long-term debt                             1,319,441      1,144,414
                                             ----------     ----------
      Total interest expense                 29,362,915     18,648,498
                                             ----------     ----------
   Net interest income                       35,486,323     26,608,424
   Provision for possible loan and lease
      losses - Note 5                         2,774,000      2,140,000
                                             ----------     ----------
   Net interest income after provision
      for possible loan and lease losses     32,712,323     24,468,424
                                             ----------     ----------
   OTHER INCOME:

   Loan origination fees                     33,592,084     22,970,337
   Gain from sales of loans                  25,426,830     11,257,774
   Loan servicing fees                       35,559,236     25,394,798
   Gain on sale of mortgage servicing         8,940,791     13,972,541
   Brokerage fees and commissions             1,678,947      2,060,735
   Trust fees                                 1,546,165      1,505,593
   Service charges on deposit accounts          954,440        903,463
   Insurance commissions, fees and premiums   1,176,864        897,353
   Other                                      1,951,969      1,394,824
                                            -----------    -----------
                                            110,827,326     80,357,418
                                            -----------    -----------
   OTHER EXPENSE:

   Salaries                                  57,872,178     43,395,092
   Pension and other employee benefits        9,754,047      7,883,492
   Office Expense                             7,815,066      5,750,072
   Premises and equipment                    10,060,585      9,169,235
   Amortization of mortgage servicing rights  9,898,502      2,525,000
   Marketing and development                  7,611,764      4,594,322
   Other                                     14,392,985      8,474,226
                                            -----------    -----------
                                            117,405,127     81,791,439
                                            -----------    -----------
   Income before income taxes                26,134,522     23,034,403
    Federal income taxes                      8,195,000      6,471,000
    State income taxes                        2,421,000      1,778,000
                                            -----------    -----------
   Net income                               $15,518,522    $14,785,403
                                            ===========    ===========
   Net income per share of common stock:
   Net income -Note 1                             $2.67          $2.58
                                            ===========    ===========
   Dividends per share of common stock            $0.36          $0.33
                                            ===========    ===========
   Weighted average shares of common stock
      outstanding                             5,812,896      5,731,984
                                            ===========    ===========
   </TABLE>
   The accompanying notes are an integral part of the consolidated
   financial statements.


   XXX   PAGE 4   XXX
<PAGE>
   <PAGE>
   <TABLE>
   <CAPTION>
   IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
   CONSOLIDATED STATEMENT OF CASH FLOWS

   September 30,                                      1996            1995
   ------------------------------------------------------------------------
   <S>                                     <C>             <C>
   Net income                                  $15,518,522     $14,785,403
   Adjustments to reconcile net income to cash
       provided by operating activities:
   Depreciation and amortization                14,427,734       5,132,727
   Provision for possible loan and lease losses  2,774,000       2,140,000
   Amortization of premiums, less accretion
      of discounts:
    Held-to-Maturity                             1,202,079         195,911
    Available-for-Sale                              21,117         115,439
   Mortgage loan originations              (3,803,631,068) (2,419,012,253)
   Sales of mortgage loans                   3,864,007,092   2,221,035,735
   Gain on sale of mortgage servicing          (8,940,791)    (12,972,541)
   Other, net                                  (2,544,050)       1,797,960
                                            --------------  --------------
    Net cash provided (used) by operating
        activities                              82,834,635   (186,781,619) 
                                            --------------  --------------
   Lending and investing activities:
   Proceeds from maturities/calls of investment
       securities:
    Held-to-Maturity                             2,045,000     44,462,071
    Available-for-Sale                          29,777,845      7,013,979
   Purchase of investment securities:
    Held-to-Maturity                          (13,598,670)   (32,822,678)
    Available-for-Sale                        (28,129,470)    (5,430,484)
   Net decrease (increase) in interest-bearing
      deposits with financial institutions     (2,257,912)      5,362,609
   Net increase in loans                     (164,742,103)  (106,722,664)
   Net additions to premises and equipment     (4,467,116)    (3,590,607)
   Purchase of mortgage servicing             (66,962,442)   (33,238,928)
   Proceeds from sale of mortgage servicing     47,933,663     22,957,816
                                             -------------  -------------
    Net cash used by lending and investing
      activities                             (200,401,205)  (102,008,886)
                                             -------------  -------------

   Financing activities:
   Net increase in deposits                    49,713,987     111,726,889
   Net increase in short-term borrowings       49,234,180     183,075,635
   Repayment of long-term debt                (2,059,499)     (2,504,589)
   Purchase of treasury stock                 (1,039,753)     (2,034,598)
   Proceeds from sale of stock for stock
      purchase plan                               961,530       1,273,056
   Dividends paid                             (2,044,407)     (1,859,747)
                                              -----------     -----------
    Net cash provided by financing activities  94,766,038     289,676,646
                                              -----------    ------------
   Net increase (decrease) in cash and cash
      equivalents                            (22,800,532)         886,141
   Cash and cash equivalents at beginning
   of year                                     64,256,953      50,840,452
                                             ------------    ------------
   Cash and cash equivalents at end of year   $41,456,421     $51,726,593
                                             ============    ============

   Supplemental disclosures of cash flow information:
   Cash paid during the period:
    Interest                                  $28,739,849     $17,849,806
                                              ===========     ===========
    Income taxes                               $3,550,200      $3,829,990
                                              ===========     ===========
   </TABLE>
   The accompanying notes are an integral part of the consolidated
   financial statements.


   XXX   PAGE 5   XXX
<PAGE>
   <PAGE>
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   NOTE I - SIGNIFICANT ACCOUNTING POLICIES

   CONSOLIDATION:  Irwin Financial Corporation and its subsidiaries
   (the Corporation) provide financial services throughout the
   United States.  The Corporation is engaged in the mortgage
   banking, commercial banking, home equity lending, and equipment
   leasing lines of business.  Intercompany balances and
   transactions have been eliminated in consolidation.  Significant
   accounting policies followed by the Corporation are consistent
   with those followed for annual financial reporting.  The
   information furnished reflects all adjustments which are, in the
   opinion of management, necessary for a fair presentation of the
   results of interim periods.

   INCOME PER SHARE: Income per share computations are based on the
   weighted average number of common shares outstanding during the
   year.

   MORTGAGE BANKING: The Corporation adopted SFAS No. 122
   "Accounting for Mortgage Servicing Rights" in the second quarter
   of 1995.  This standard prohibits retroactive application.
   Accordingly, the 1995 first quarter financial results were
   accounted for under the original SFAS No. 65.

   STOCK-BASED COMPENSATION: In 1996 the Corporation adopted
   Statement of Financial Accounting Standards No. 123, "Accounting
   for Stock-Based Compensation."  The Corporation does not
   recognize compensation expense for its employee fixed stock
   option and employee stock purchase plans.  Had the Corporation
   recognized stock-based compensation expense based on the fair
   value at the grant dates for awards granted subsequent to
   December 15, 1994, the Corporation's after-tax income and
   earnings per share would have been reduced by the following
   amounts:
   <TABLE>
   <CAPTION>
                                                Three months ended
                                                   September 30,

                                                 1996           1995
                                             --------       --------
   <S>                                       <C>            <C>
   After-tax reduction in income              $20,035        $14,340
   After-tax reduction in earnings per share    $0.01           0.01

                                                  Nine months ended
                                                     September 30,

                                                 1996           1995
                                             --------       --------
   After-tax reduction in income             $335,533       $180,379
   After-tax reduction in earnings per share    $0.05           0.04
   </TABLE>
   RECLASSIFICATIONS:Certain amounts in the 1995 consolidated
   financial statements have been reclassified to conform to the
   1996 presentation.


   XXX   PAGE 6   XXX
<PAGE>
 
   <PAGE>

   NOTE 2 - INVESTMENT SECURITIES

   The carrying amounts of investment securities, including net
   unrealized losses of $18,375 and $16,093 at September 30, 1996
   and December 31, 1995, respectively, on available-for-sale
   securites are summarized as follows:
   <TABLE>
   <CAPTION>
                                            September 30,   December 31,
                                                     1996           1995
                                             ------------   ------------

   Held-to-Maturity
   <S>                                        <C>            <C>
    US Treasury and Government obligations    $42,672,659     26,914,375
    Obligations of states and political
    subdivisions                                4,466,741      6,490,223
    Mortgage-backed securities                  5,475,218      8,858,431
                                             ------------   ------------
   Total Held-to-Maturity                      52,614,618     42,263,029

   Available-for-Sale
    US Treasury and Government obligations     16,936,894     15,359,438
    Mortgage-backed securities                          0      3,246,946
                                             ------------   ------------
   Total Available-for-Sale                    16,936,894     18,606,384

   Total Investments                          $69,551,512    $60,869,413
                                             ============   ============
   </TABLE>
   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, net of the
   future tax impact, are reported as a separate component of
   shareholders' equity until realized.


   NOTE 3 - MORTGAGE LOANS HELD FOR SALE

   Mortgage loans held for sale are stated at the lower of cost or
   market as of the balance sheet date.


   NOTE 4 - LOANS AND LEASES
   <TABLE>
   <CAPTION>
   Loans and leases are summarized as follows:
                                             September 30,   December 31,
                                                      1996           1995
                                              ------------   ------------
    
   <S>                                        <C>            <C>
   Commercial, financial and agricultural     $187,174,532   $150,311,871
   Real estate-construction                     40,244,578     36,125,577
   Real estate-mortgage                        243,502,170    108,350,683
   Consumer                                     58,045,082     67,755,702
   Lease financing                              61,194,874     60,979,310
   Unearned income                            (14,177,883)   (10,998,542)
                                              ------------   ------------

                                              $575,983,353   $412,524,601
                                              ============   ============
   </TABLE>

   XXX   PAGE 7   XXX
<PAGE>
   <PAGE>

   NOTE 5 - ALLOWANCE FOR POSSEBLE LOAN AND LEASE LOSSES

   Changes in the allowance for possible loan and lease losses are
   summarized as follows:
   <TABLE>
   <CAPTION>
                                            September 30,   December 31,
                                                     1996           1995
                                            -------------  -------------

   <S>                                        <C>            <C>
   Balance at beginning of year                $4,620,167     $3,863,223

   Provision for possible loan and lease losses 2,774,000      3,073,000
   Reduction due to sale of loans               (193,693)      (215,833)
   Recoveries                                     352,755        389,674
   Charge-offs                                (1,442,413)    (2,489,897)
                                             ------------   ------------

   Balance at end of period                    $6,110,816     $4,620,167
                                             ============   ============
   </TABLE>

   NOTE 6- MORTGAGE SERVICING RIGHTS

    Included on the consolidated balance sheet at September 30, 1996
    and December 31, 1995 are $66,606,394 and $48,535,326,
    respectively, of capitalized mortgage servicing rights.  These
    amounts relate to the principal balances of mortgage loans
    serviced by the Corporation for investors which total
    $10,875,458,604 and $10,301,914,063 at September 30, 1996 and
    December 31, 1995, respectively.  Although they are not
    generally held for purposes of sale, there is an active
    secondary market for mortgage servicing rights.


   NOTE 7- SHORT-TERM BORROWING
   <TABLE>
   <CAPTION>
   Short-term borrowings are summarized as follows:
                                             September 30,   December 31,
                                                      1996           1995
                                             -------------  -------------
   <S>                                        <C>            <C>
   Federal funds and Federal Home Loan Bank   $106,000,000    $40,000,000
   Repurchase agreements                        57,982,722    156,476,711
   Other warehouse borrowings                  133,606,820     69,395,883
   Other                                        61,923,297     44,406,065
                                             -------------  -------------

                                              $359,512,839   $310,278,659
                                             =============  =============
   </TABLE>
    Repurchase agreements at September 30, 1996 and December 31,
    1995, include $52,195,790 and $151,104,931, respectively, in
    mortgage loans sold under agreements to repurchase which are
    used to fund mortgage loans sold prior to sale in the secondary
    market.  These repurchase agreements are collateralized by
    mortgage loans held for sale.

    The Corporation has warehouse lending facilities to fund
    mortgage loans and equipment leases, collateralized by these
    loans and leases.  Lines of credit are also available to fund
    operations.


   XXX   PAGE 8   XXX
<PAGE>
   <PAGE>

   NOTE 8- LONG-TERM DEBT

   Long-term debt at September 30, 1996 of $19,515,293 consists of
   various notes payable at annual interest rates ranging from
   6.30% to 9.6% and maturity dates ranging from January 31, 1997
   through September 30, 2001.  Long-term debt as of December 31,
   1995 was $21,574,792 and consisted of various notes payable at
   annual interest rates ranging from 6.0% to 9.6% and maturity
   dates ranging from August 5, 1996 through April 30, 2001.


   XXX   PAGE 9   XXX
<PAGE>
   <PAGE>

   PART I

   Item 2

   MANAGEMENT'S DISCUSSION AND ANALYSIS
   OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   OVERVIEW

        Net income for the third quarter ended September 30, 1996,
   was $5,502,549 down 8.9% from the third quarter 1995 net income
   of $6,039,083. Net income per share was $0.95 for the third
   quarter of 1996 as compared to $1.05 for the same period in 1995.
   Return on equity for the third quarter of 1996 was 19.78%
   compared to 26.50% in 1995.

        For the year to date, the Corporation recorded net income of
   $15,518,522, up 5.0% from 1995.  Net income per share was $2.67,
   up from $2.58 a year earlier.  Return on equity for the year to
   date was 19.47% as compared to 22.92% for the same period in
   1995.

   LINES OF BUSINESS

        Irwin Financial Corporation has five lines of business:

   - Mortgage banking (includes Inland Mortgage Corporation and the
   related activities of Irwin Union Bank)
   - Community banking (Irwin Union Bank and Trust and Irwin Union
   Advisory Services)
   - Home equity lending (includes Irwin Home Equity and the related
   activities of Irwin Union Bank)
   - Equipment leasing (includes Affiliated Capital Corp. and the
   related activities of Irwin Union Bank)
   - Credit insurance (Irwin Union Credit Insurance Corporation)

        Listed below are the earnings by line of business for the
   quarter and year to date, as compared to the same periods in
   1995:
   <TABLE>
   <CAPTION>
                                Three Months              Nine Months
                            Ended September 30,       Ended September 30,
                               1996        1995         1996          1995
                               ----        ----         ----          ----
   <S>                   <C>        <C>          <C>            <C>
   Mortgage banking      $5,081,710  $6,245,693  $16,373,225    $14,813,072
   Community banking      1,032,208     924,504    3,188,149      2,575,542
   Home equity lending    (942,372) (1,841,159)  (5,053,884)    (4,362,778)
   Equipment leasing         24,873    (22,843)       39,493      (174,687)
   Credit insurance          11,644      25,973       53,309         28,912
   Parent (including investor
    services and consolidating
    entries)                294,486     706,915      918,230      1,905,342
                        ----------- -----------  -----------    -----------
                         $5,502,549  $6,039,083  $15,518,522    $14,785,403
                        =========== ===========  ===========    ===========
   </TABLE>

   XXX   PAGE 10   XXX
<PAGE>
   <PAGE>

   MORTGAGE BANKING
   <TABLE>
   <CAPTION>
   Selected Financial Data (shown in thousands):

                                          Three Months           Nine Months
                                      Ended September 30,    Ended September 30,

                                          1996       1995        1996       1995
                                          ----       ----        ----       ----
    SELECTED INCOME STATEMENT DATA: 

    <S>                              <C>        <C>         <C>        <C>
    Loan origination fees               $10,681    $10,914     $33,354    $23,308
    Gain from sales of loans              7,464      6,525      23,818     11,258
    Loan servicing fees                  11,442      9,012      32,620     26,395
    Net interest income                   4,002      3,760      12,854      9,494
    Gain on sale of servicing             4,411      2,799       8,941     12,973
    Other income                            277        107         720        456
    Operating expense                  (29,602)   (22,925)    (84,663)   (59,200)
                                      ---------  ---------   ---------  ---------
    Income before tax                     8,675     10,192      27,644     24,684
    Income tax                          (3,593)    (3,946)    (11,271)    (9,871)
                                      ---------  ---------   ---------  ---------
    Net income                           $5,082     $6,246     $16,373    $14,813
                                      =========  =========   =========  =========

    Mortgage loan originations       $1,216,781 $1,110,803  $3,803,631 $2,419,012
                                     ====================   =====================
   </TABLE>
   <TABLE>
   <CAPTION>
    SELECTED OPERATING DATA:                     September 30,   December 31,
                                                          1996           1995
                                                 -------------  -------------

    <S>                                            <C>            <C>
    Servicing portfolio                            $10,875,459    $10,301,914
    Mortgage loans held for sale                       256,363        309,262
    Net capitalized servicing                           69,720         51,783
   </TABLE>

         Net income for the third quarter was $5.1 million, down
   18.6% from the same period in 1995.  Year to date, net income was
   $16.4 million compared to $14.8 million in 1995.

         Mortgage loan originations of $1.2 billion (including $80.1
   million of brokered loans) were 9.5% above the third quarter of
   1995.  For the year, originations totaled $3.8 billion, up 57.2%
   from 1995.  Refinances accounted for 11.0% of loan production in
   the third quarter of 1996 and 20.1% year to date.  This compares
   to 12.4% and 8.27%, respectively, in 1995.  Mortgage loan
   origination income was down 2.1% in the third quarter to $10.7
   million, and year to date was up 43.1% to $33.4 million.
   Mortgage loan applications in process totaled $1.5 billion at
   September 30, 1996, compared to $1.2 billion a year earlier.

         Gains on the sale of loans increased 14.4% in the third
   quarter to $7.5 million.  Year to date, gains on the sale of
   loans totaled $23.8 million compared with $11.3 million in 1995.
   The year to date increase is partially due to the adoption of a
   new accounting standard in the second quarter of 1995 which
   changed the accounting for mortgage loans.

         Mortgage servicing fees increased 27.0% in the third
   quarter and 23.6% year to date to $11.4 million and $32.6
   million, respectively.  The increase 


   XXX   PAGE 11   XXX
<PAGE>
   <PAGE>

   is reflective of growth in the servicing portfolio which totaled
   $10.9 billion at September 30, 1996, up 12.3% from a year earlier
   and 5.6% from December 31, 1995.  Capitalized mortgage servicing
   rights totaled $69.7 million at September 30, 1996, up 34.6% from
   December 31, 1995.

         Revenues from the sale of mortgage servicing were up 57.6%
   from the third quarter of 1995 to $4.4 million.  Year to date
   servicing sale revenues totaled $8.9 million, down 31.1% from
   $13.0 million in 1995.

         As a result of the increase in mortgage loan closings from
   1995, net interest income was up in the third quarter and year to
   date.  Net interest income for the three months ended September
   30, 1996 was $4.0 million, up 6.4% from the third quarter 1995.
   Year to date, net interest income totaled $12.9 million, compared
   to $9.5 million in 1995.

         Operating expenses were up $7.0 million, or 30.8% from the
   third quarter of 1995 and $26.0 million or 44.3% year to date.
   Included in third quarter operating expenses is $4.2 million of
   amortization expense relating to capitalized mortgage servicing
   rights, an increase of $3.0 million over 1995.  Year to date
   amortization expense totaled $9.8 million, up $7.3 million from
   the previous year.  The increase in other operating expense
   reflects the increased production activity in the mortgage
   banking line of business as previously discussed.


   XXX   PAGE 12   XXX
<PAGE>
  <PAGE>

   COMMUNITY BANKING
   <TABLE>
   <CAPTION>
   SELECTED FINANCIAL DATA (shown in thousands):

                                           Three Months         Nine Months
                                        Ended September 30, Ended September 30,

                                            1996       1995       1996       1995
                                            ----       ----       ----       ----
   SELECTED INCOME STATEMENT DATA:

   <S>                                   <C>        <C>       <C>        <C>
   Net interest revenue                   $5,091     $4,499    $14,494    $12,996
   Provision for loan and lease
      losses                               (556)      (655)    (1,508)    (1,488)
   Other income                            2,085      1,767      6,564      4,870
   Operating expense                     (4,998)    (4,219)   (14,518)   (12,512)
                                        --------   --------   --------   --------
   Income before tax                       1,622      1,392      5,032      3,866
   Income tax                              (590)      (467)    (1,844)    (1,290)
                                        --------   --------   --------   -------- 
   Net income                             $1,032       $925     $3,188     $2,576
                                        ========   ========   ========   ========
   </TABLE>
   <TABLE>
   <CAPTION>
                                               September 30,   December 31,
   SELECTED BALANCE SHEET DATA:                         1996           1995
                                               -------------  -------------

   <S>                                              <C>            <C>
   Cash and investments                              $88,103       $117,361
   Loans and leases                                  346,116        310,083
   Allowance for loan and lease losses               (4,420)        (3,668)
   All other assets                                   21,429         15,289
                                                  ----------     ----------
   Total assets                                     $451,228       $439,065
                                                  ==========     ==========

   Deposits                                         $418,634       $400,149
   All other liabilities                                   0         10,846
                                                  ----------     ----------
   Total liabilities                                $418,634       $410,995
                                                  ==========     ==========
   Shareholder's equity                              $32,594        $28,070
                                                  ==========     ==========
   </TABLE>
        Community banking activities are conducted by Irwin Union
   Bank through locations in six counties in south-central Indiana.
   Results in each period include the income and expenses of trust
   operations and investment advisory services which were previously
   reported in the investor services line of business and are now
   managed and reported by the community bank.  Results for 1995
   have been restated to reflect this change.  Net income was up in
   the third quarter to $1.0 million from $924.5 thousand.  Year to
   date, net income improved $612.6 thousand from 1995, or 23.8%.
   The provision for loan and lease losses declined 15.1% to $556.0
   thousand in the third quarter compared with a provision of $655.0
   thousand a year earlier.  Year to date, the provision for loan
   and lease losses totaled $1.5 million in both 1996 and 1995.


   XXX   PAGE 13   XXX
<PAGE>
   <PAGE>

        Following is an analysis of net interest income and net
   interest margin computed on a tax equivalent basis:
   <TABLE>
   ----------------------------------------------------------------------------
   For the Three Months
   Ended September 30,             1996                    1995
                                  -----                   -----
   <CAPTION>
                     Average               Yield/  Average            Yield/
   (In thousands     Balance     Interest   Rate   Balance  Interest  Rate
                     -------     --------  ------  -------  --------  ------

      <S>           <C>           <C>       <C>    <C>        <C>      <C>
   Interest-earning
      assets         $439739      $9,153    8.26%  $378,372   $8,305   8.71%
   Interest-bearing
      liabilities   $381,838      $4,039    4.20%  $321,329   $3,695   4.56%
                                --------                    --------

   Net interest
    income                        $5,114                      $4,610     

   Net interest margin                      4.61%                      4.83%

   </TABLE>
   <TABLE>
   -----------------------------------------------------------------------------
   For the Nine Months
   Ended September 30,             1996                    1995
                                 ------                    ----
   <CAPTION>
                     Average              Yield/   Average           Yield/
   (In thousands)    Balance    Interest   Rate    Balance Interest  Rate
                     -------    --------   ------- ------- --------  -------

   <S>              <C>          <C>       <C>    <C>       <C>        <C>
   Interest-earning
      assets        $414,560     $26,153   8.43%  $367,055  $23,608    8.60%
   Interest-bearing
      liabilities   $354,593     $11,659   4.40%  $310,429  $10,273    4.42%
                                --------                   --------

   Net interest income           $14,494                    $13,335      

   Net interest margin                     4.67%                       4.86%

   </TABLE>
        Other income in the third quarter was up 18.0% to $2.1
   million from $1.8 million in 1995.  For the year to date, other
   income increased 34.8% to $6.6 million.  Loan servicing fees and
   gains on loan sales make up the most significant increases in
   1996 other income.  Other expenses increased 18.5% or $779.3
   thousand from the third quarter of 1995 to $5.0 million.  For the
   year, these expenses were up $2.0 million to $14.5 million.  The
   increase was due to the continued expansion of operations in new
   markets and restructuring costs associated with trust operations.


   XXX   PAGE 14   XXX
<PAGE>
   <PAGE>

   HOME EQUITY LENDING
   <TABLE>
   <CAPTION>
   SELECTED FINANCIAL DATA (shown in thousands):


                                        Three Months            Nine Months
                                      Ended September 30,   Ended September 30, 

                                         1996       1995       1996      1995
                                         ----       ----       ----      ----
   SELECTED INCOME STATEMENT DATA:

   <S>                               <C>        <C>        <C>       <C>
   Net interest revenue                $2,001       $605     $4,187      $816
   Provision for loan and lease
      losses                            (276)      (126)      (790)     (219)
   Loan servicing fees                    676          0      2,520         0
   Other revenue                        1,077          2      1,116         3
   Operating expense                  (4,421)    (2,322)   (12,087)   (4,963)
                                     --------   --------   --------  --------
   Pre-tax loss                        ($943)   ($1,841)   ($5,054)  ($4,363)
                                     ========   ========   ========  ========
   </TABLE>
   <TABLE>
   <CAPTION>
   OTHER SELECTED FINANCIAL DATA:          September 30,          December 31,
                                                   1996                  1995
                                           -------------         -------------

   <S>                                         <C>                    <C>
   Home equity loans, net of allowance         $152,976               $36,225
   Servicing portfolio                          192,430                86,691
   </TABLE>

         The home equity lending business was begun in 1994 with the
   incorporation of Irwin Home Equity Corporation.  It has a single
   production and servicing office located in San Ramon, California.
   In 1995, the business began marketing home equity lines of credit
   by means of direct mail and telemarketing.

         The home equity lending business recorded pre-tax losses of
   $0.9 million during the third quarter of 1996 and $5.1 million
   year to date.  These results are compared to 1995 quarterly and
   year to date losses of $1.8 million and $4.4 million,
   respectively.  Net revenues for the quarter totaled $3.5 million,
   up from $480.9 thousand a year earlier.  Year to date net
   revenues increased to $7.0 million from $599.8 thousand in 1995.
   Included in 1996 net revenues are loan servicing fees which
   totaled $676.3 thousand for the quarter and $2.5 million for the
   year to date.  Third quarter and year-to-date 1996 net revenues
   also include a $1.0 million pre-tax valuation adjustment related
   to loans securitized and sold in the fourth quarter of 1995.
   This valuation adjustment resulted from the substitution of a
   letter of credit for escrowed cash used in that securitization.
   Operating expenses were $4.4 million in the third quarter of 1996
   compared to $2.3 million in the same period a year earlier.  Year
   to date, operating expenses were up $7.1 million to $12.1
   million.  These increases result from the business' continued
   expansion of its production capacity.

         The owned portfolio of home equity loans totaled $153.0
   million at September 30, 1996, up from $53.6 million a year
   earlier and $36.2 million at December 31, 1995.  Loan volume for
   the third quarter of 1996 was $48.0 million, up from $29.7
   million in 1995.  Year to date volume increased 130.4% to $120.6
   million.


   XXX   PAGE 14   XXX
<PAGE>
   <PAGE>

   EQUIPMENT LEASING

         The equipment leasing business recorded pre-tax income for
   the quarter and for the year of $24.9 thousand and $39.5
   thousand, respectively. This compares to a pre-tax loss of $22.8
   thousand and $174.7 thousand in the third quarter and year to
   date 1995, respectively.  Net revenues were up 9.5% for the
   quarter to $1.1 million, and 12.0% year to date to $3.2 million.
   Operating expenses totaled $1.0 million in the third quarter and
   $3.1 million year to date in 1996, up 4.5% and 4.1%,
   respectively, from 1995.

         In response to changing customer needs, in late 1995 the
   business began entering into new private-label financing
   agreements with several equipment manufacturers and has launched
   a revolving credit product to complement its lease products.
   Lease and loan volume of $9.4 million in the third quarter
   increased 50.6% from 1995.  Year to date, volume increased 39.7%
   to $26.3 million.


   PARENT COMPANY (INCLUDING INVESTOR SERVICES AND CONSOLIDATING
   ENTRIES)

        During the third quarter of 1996, the Corporation exited the
   brokered certificate of deposit and institutional brokerage
   businesses which were the sole businesses operated by the
   investor services line of business.  A sale of selected assets of
   the brokered CD program was completed in the third quarter, and
   its impact on the quarter's earnings was not material.  Parent
   company results in each period include the results of investor
   services.

        Parent Company net income for the third quarter of 1996 was
   $294.5 thousand, compared to $706.9 thousand in 1995. Year to
   date, net income of $918.2 thousand was recorded, compared to
   $1.9 million a year earlier. Parent company results include the
   tax benefits generated at the home equity and leasing lines of
   business.  Tax benefits totaled $444.1 thousand in the third
   quarter of 1996, compared with $1.1 million in 1995.  For the
   year to date, the parent has recorded $2.4 million of tax
   benefits, compared to $3.0 million in 1995.

   CONSOLIDATED INCOME STATEMENT ANALYSIS

        Net interest income for the third quarter of 1996 totaled
   $12.4 million, up 24.8% from the third quarter of 1995.  For the
   year, it increased 33.4% to $35.5 million.  The increases are the
   result of growth in the loan and lease portfolio, combined with
   higher originations in the mortgage banking business.

        The loan and lease loss provision was $989.0 thousand for
   the third quarter of 1996, as compared to $910.0 thousand for the
   same period in 1995.  For the year, it totaled $2.8 million, up
   from $2.1 million a year earlier.  This increase reflects the
   growth in loan and lease portfolio.

        Other income was up 23.9% in the third quarter of 1996 to
   $38.4 million.  Year to date other income increased 37.9% to
   $110.8 million.  This increase was driven primarily by mortgage
   banking activities.  Total fees from mortgage loan originations,
   sales, servicing, and the sale of servicing were $34.0 million
   for the third quarter, up $5.0 million from the third quarter of
   1995.  For the year, they totaled $98.7 million, an increase of
   $25.3 million over 1995.


   XXX   PAGE 15   XXX
<PAGE>
   <PAGE>

         Other expense also increased in 1996 as the third quarter
   was up $9.9 million or 32.1% from 1995.  For the year, other
   expense increased $35.5 million or 43.4%.  Costs associated with
   increased production activities in the mortgage banking and home
   equity lines of business were the primary reason for the
   increases.

        The effective income tax rate for the Corporation was 40.0%
   in the third quarter of 1996, compared with 35.3% in 1995.  The
   effective tax rate for the year to date was 40.6%, up from 35.8%
   in 1995.  The 1995 rates reflect estimates made for certain tax
   issues as well as adjustments made to accrue federal income taxes
   at the effective rate of 34% rather than the 35% rate which had
   been used.  Rates in 1996 are more consistent with the
   Corporation's normal annual tax rate.


   CONSOLIDATED BALANCE SHEET ANALYSIS

        Total assets of Irwin Financial Corporation at September 30,
   1996, were $1.2 billion, an increase of 11.9% from December 31,
   1995 total assets of $1.0 billion.  The increase was attributed
   to an increase in the loan and lease portfolio of $163.5 million.

         The increase in assets was accompanied by an increase in
   short term borrowings of $47.7 million or 15.4% and an increase
   in deposits of $46.9 million or 8.3%.  A portion of noninterest
   bearing deposits is associated with escrow accounts held on loans
   in the servicing portfolio of Inland Mortgage.  These escrow
   accounts totaled $156.9 million at September 30, 1996, up from
   $143.3 million at December 31, 1995.

        Shareholders' equity grew to $112.6 million or $19.82 per
   share, a 13.2% increase over the $99.2 million or $17.51 per
   share at the end of 1995.  The Corporation's equity to assets
   ratio ended the quarter at 9.69%, compared to 9.56% at the end of
   1995.

        Prior to the adoption of new mortgage banking accounting
   standards in the third quarter of 1995, mortgage banking
   accounting did not allow the full value of mortgage servicing
   rights to be reflected on the balance sheet.  Since a significant
   portion of the Corporation's mortgage servicing portfolio was
   generated prior to the adoption of the new accounting standards,
   it represents substantial economic value which is not recorded on
   the balance sheet.  The following table demonstrates the
   estimated after-tax value for the current quarter as well as the
   past two year ends.


   XXX   PAGE 16   XXX
<PAGE>
   <PAGE>
   <TABLE>
   <CAPTION>
   (In thousands)
                                  Sept. 30,       Dec. 31,       Dec. 31,
                                      1996           1995           1994
                                      ----           ----           ----
   <S>                          <C>           <C>             <C>
   Servicing portfolio balance  $10,875,459   $10,301,914     $8,818,502
                                -----------   -----------    -----------

   Value @1.5%                     $163,132      $154,529       $132,278
   Less: capitalized servicing       69,321        51,783         20,301
         Tax liability at 40%        37,524        41,098         44,790
                                -----------   -----------    -----------

   Net value not on balance sheet   $56,287       $61,648        $67,187
                                ===========   ===========    ===========

   Per share of common stock          $9.91        $10.88         $11.93
                                ===========   ===========    ===========
   </TABLE>
   CREDIT RISK

        The assumption of credit risk is a key source of earnings
   for the community banking, home equity lending, and equipment
   leasing businesses.  In addition, the mortgage banking business
   assumes some credit risk despite the fact that the mortgages are
   typically secured.

        The community banking and home equity lending businesses
   manage credit risk through the use of lending policies, credit
   analysis and approval procedures, and personal contact with the
   borrowers.  Loans over a certain size are reviewed prior to
   approval by a Loan Committee.   The equipment leasing business
   manages credit risk in a similar manner through the use of
   lending policies, credit analysis procedures, and personal
   contact with lessees.

        Management reviews various ratios as measurements of asset
   quality; however, the two most significant areas are delinquent
   loan and lease ratios and the adequacy of the allowance for
   possible loan and lease losses.

        The adequacy of the allowance for possible loan and lease
   losses is critical to the fair valuation of net loans and leases
   recorded on the Corporation's balance sheet.  Management
   evaluates the creditworthiness of significant borrowers, past
   loan and lease loss experience, and current and anticipated
   economic conditions.  The allowance for possible loan and lease
   losses is reduced by loans and leases which, in the opinion of
   management, are deemed to be uncollectible.  The allowance is
   increased by provisions against income.  The ending allowance at
   any reporting period reflects management's opinion of the
   possible future loss potential of all loans and leases currently
   recorded on the Corporation's books.

         As of September 30, 1996, the allowance for possible loan
   and lease losses as a percentage of total loans and leases was
   1.06%, compared to 1.12% at December 31, 1995.  For the three
   months ended September 30, 1996, the provision for possible loan
   and lease losses totaled $989.0 thousand, an 8.7% increase over
   the amount recorded in the third quarter of 1995.  Year to date,
   the provision totaled $2.8 million, up from $2.1 million a year
   earlier.  The higher 1996 provision was caused by growth in the
   loan and lease portfolio.  Net charge-offs for the quarter were
   $413.5 thousand as compared to $435.3

   XXX   PAGE 17   XXX
<PAGE>
   <PAGE>

   thousand in 1995.  Year to date net charge-offs totaled $1.1
   million, down from $1.5 million a year earlier.

        The Corporation's percentage of nonperforming assets (loans
   90 days past due, nonaccrual, and owned real estate) to total
   assets increased from levels experienced in 1995.  As of
   September 30, 1996, this ratio was 0.35% as compared to 0.26% at
   December 31, 1995.  The Corporation monitors the loans and
   property included in this total in evaluating the status of the
   current reserve.

   <TABLE>
   <CAPTION>
   NONPERFORMING ASSETS

   (In Thousands)       September 30,   December 31,  December 31,
                                 1996          1995          1994
                                -----         -----         -----
   <S>                         <C>           <C>           <C>
   Accruing loans past due
   90 days or more:
        Commercial               $288          $418          $113
        Leasing                     0             0             0
        Real Estate               142             0             0
        Consumer                  409           202            93
                             --------      --------      --------
             Subtotal             839           620           206
                             --------      --------      --------

   Nonaccrual loans:
        Commercial              1,040           670         1,523
        Leasing                   768           415           363
        Real Estate               914           694           689
        Consumer                   0             0             0
                             --------      --------      --------
             Subtotal           2,722         1,779         2,575
                             --------      --------      --------
   Total nonperforming loans    3,561         2,399         2,781
                             --------      --------      --------

   Other real estate owned        512           295           489
                             --------      --------      --------

   Total nonperforming assets  $4,073        $2,694        $3,270
                             ========      ========      ========

   Nonperforming assets to
   total assets                 0.35%         0.26%         0.50%
                             ========      ========      ========
   </TABLE>

   LIQUIDITY

        Liquidity is the availability of funds to meet the daily
   requirements of the business.  For financial institutions, demand
   for funds comes principally from extensions of credit and
   withdrawal of deposits.  Liquidity is provided by asset
   maturities, sales of investment securities, or short-term
   borrowings.  Seasonal fluctuations in deposit levels and loan
   demand require differing levels of liquidity at various times
   during the year.  Liquidity measures are formally reviewed by
   management monthly, and they continue to show adequate liquidity
   in all areas of the organization.


   XXX   PAGE 18   XXX
<PAGE>
   <PAGE>

   INTEREST RATE SENSITIVITY

        Interest rate sensitivity refers to the potential for
   changes in market rates of interest to cause changes in net
   interest income.  Since net interest income is a major source of
   income, it is extremely important that potential changes are
   managed prudently.  The following table presents the consolidated
   interest rate sensitivity, or gap, as of September 30, 1996.
   <TABLE>
   <CAPTION>
                                     Within   Three Months       After
                               Three Months    To One Year    One Year
                               ------------   ------------ -----------
    (In Thousands)

   <S>                             <C>           <C>         <C>
   Interest-earning assets:
   Interest-bearing deposits
    with banks                       $2,806          $399      $6,991
   Federal funds sold                     0             0           0 
   Taxable investment securities     17,801         4,667      42,618
   Tax-exempt investment securities       0           481       3,985
   Mortgages held for sale          318,282             0           0
   Loans, net of unearned income    349,346        77,054     149,583
                                 ----------    ----------  ----------

   Total interest-earning assets    688,235        82,601     203,177

   Interest-bearing liabilities:

   Money Market checking             19,175             0      63,034
   Money Market savings               2,265             0       7,986
   Regular savings                   27,783         2,119      20,029
   Time deposits                    142,691        67,323      40,961
   Short-term borrowings            354,513         5,000           0
   Long-term debt                     1,967         4,769      12,779
                                 ----------    ----------  ----------
   Total interest-bearing
    liabilities                     548,394        79,211     144,789
                                 ----------    ----------  ----------

   Interest sensitivity gap         139,841         3,390      58,388

   Cumulative interest sensitivity
    gap                            $139,841      $143,231    $201,619
                                 ==========    ==========  ==========
   </TABLE>

         As the above table shows, the consolidated one-year gap at
   September 30, 1996 was a positive $143.2 million.  This compares
   to a positive gap of $153.6 million at December 31, 1995.  The
   large positive gaps at September 30, 1996 and December 31, 1995
   are related to escrow deposits from the servicing portfolio of
   Inland Mortgage.  These deposits are generally held in
   noninterest bearing accounts at Irwin Union Bank.  However, they
   are invested in earning assets with the rate maturities of less
   than one year, including mortgage loans held for sale.

         Since the gap was positive at September 30, 1996, it means
   that the Corporation was positioned to benefit from rising rates,
   or to be harmed by


   XXX   PAGE 19   XXX
<PAGE>
   <PAGE>

   declining rates. While traditional interest rate risk focuses on
   the changes in net interest income due to interest rate changes,
   the Corporation engages in other activities which are also
   affected by interest rate changes.  Principal among these are
   mortgage loan origination and servicing.  For example, if
   interest rates decline, management expects an increase in
   mortgage loan origination income and a decline in the value of
   mortgage servicing rights.  Management attempts to monitor this
   exposure to traditional interest rate risk as well as interest
   rate influences on production and servicing value in a
   comprehensive manner.

         In addition, the static one-year gap is not a reliable
   measure of the actual effects of changes in market interest
   rates.  Consequently, management uses simulations of the behavior
   of net interest revenue to determine exposure and to develop
   hedging strategies.

   CAPITAL ADEQUACY

        Capital is a major focus of regulatory attention, with the
   risk-based capital standard being the principal capital adequacy
   measure.  Based on this standard, financial institutions are
   currently required to have a risk-based capital ratio of at least
   8.0%.  In addition to the minimum requirements for the risk-based
   capital ratio, Tier I capital of at least 4.0% of total assets
   must be maintained.  Equity and risk-based capital ratios for the
   Corporation are as follows:
   <TABLE>
   <CAPTION>
                         September 30,   December 31,   December 31,
                                  1996           1995           1994
                                  ----           ----           ----
   <S>                          <C>            <C>            <C>
   Equity to Assets              9.69%          9.56%         12.29%
   Risk-Based Capital Ratio     12.90%         14.49%         19.18%
   Tier I Capital Ratio         12.16%         13.80%         18.31%
   </TABLE>

   The Corporation's capital ratios are adequate and above
   regulatory minimums.


   XXX   PAGE 20   XXX
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  <PAGE>

   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)



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   <PAGE>


   PART II

   OTHER INFORMATION



   Item 6.  Exhibits and Reports on Form 8-K

   (a)  Exhibits to Form 10-Q

   Number Assigned
   In Regulation S-K
   Item 601            Description


   (11)                Computation of
                       Earnings per Share

   (27)                Financial Data Schedule



   (b)  Reports on Form 8-K

   None


   XXX   PAGE 22   XXX