Registration No. 33-80800

                        SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                        Post Effective Amendment No. 1

                        To

                        FORM S-8

                        Registration Statement Under the

                        Securities Act of 1933

                        IRWIN FINANCIAL CORPORATION

                        (Exact name of registrant as specified in its charter)

        Indiana; 35-1286807

        (State or other jurisdiction of; (IRS Employer

        incorporation or organization); Identification No.)

                        500 Washington Street

                        Columbus, Indiana 47201

                        (812) 372-1909

                        (Address, including zip code, and telephone number,
                        including area code, or registrant's principal
                        executive offices)

                        IRWIN FINANCIAL CORPORATION

                        EMPLOYEES' STOCK PURCHASE PLAN II

                        (Full title of plan)

                        Matthew F. Souza

                        Irwin Financial Corporation

                        500 Washington Street

                        Columbus, Indiana 47201

                        (812) 372-1909

                        (Name, address, including zip code, and telephone
                        number, including area code, or agent for service)

                        Post-effective amendment to Form S-8

        This registration statement when becoming effective upon filing will
        deregister the securities previously registered hereunder that remain unsold
        as of the date of this filing.

        DEREGISTRATION OF SHARES
        Pursuant to the undertaking contained in Part II of the registration
        statement, the undersigned registrant hereby removes from
        registration 97,214 (24,304 pre-split) shares of its Common Stock
        which remained unsold at the termination of the offering.


                                         SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as
        amended, the registrant certifies that it has reasonable grounds to
        believe that it meets all of the requirements for filing on Form S-8
        and has duly caused this amendment to registration statement to be
        signed on its behalf by the undersigned, thereunto duly authorized,
        in the City of Columbus, the State of Indiana, on this 27th day of
        April, 2000.


       IRWIN FINANCIAL CORPORATION
        By

        : /s/ Matthew F. Souza;
         Matthew F. Souza, Senior Vice
         President and Secretary

        Pursuant to the requirements of the Securities Act of 1933, as
        amended, this Amendment to Registration Statement has been signed by
        the following persons in the capacities indicated on April 27, 2000.

        /s/ Sally A. Dean;

        Sally A. Dean, Director




        /s/ David W. Goodrich;

        David W. Goodrich, Director




        /s/ John T. Hackett;

        John T. Hackett, Director




        /s/ William H. Kling;

        William H. Kling, Director




        /s/ Brenda J. Lauderback;
       
        Brenda J. Lauderback, Director


       

       /s/ John C. McGinty, Jr.;

       John C. McGinty, Jr., Director


         



        /s/ William I. Miller;
       
        William I. Miller, Chairman of the Board of Directors and Director


         



        /s/ John A. Nash;
        
        John A. Nash, President, Chairman of the Executive  Committee,
        and Director

                  



        /s/ Lance R. Odden;
       
        Lance R. Odden, Director






        /s/ Theodore M. Solso;
               
        Theodore M. Solso, Director




        
        /s/ Gregory F. Ehlinger;
        
        Gregory F. Ehlinger, Senior Vice President and Chief
        Financial Officer  (Principal Financial Officer)


         



        /s/ Jody A. Littrell;
        
        Jody A. Littrell, Vice President  and Controller (Principal
        Accounting Officer)