FORM 4

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . . . 0.5

___ Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

1. Name and Address of Reporting Person*

FREUDENTHALER, PAUL D.
__________________________
(Last) (First) (Middle)

2. Issuer Name and Ticker or Trading Symbol

Irwin Financial Corporation (IFC)

_____Director                                 ____10% owner
__X__Officer (give title below)     _____Other
                                                     (Specify below)

TITLE: VP-FINANCIAL RISK MANAGEMENT

500 Washington Street
(Street)

3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for
(Month/Day/Year)
4/28/03

Columbus, IN 47201
(City) (State) (Zip)

5. If Amendment, Date of Original (Month/Day/Year)

7. Individual or Joint Group Filing (Check Applicable Line)
__X_Form filed by One Reporting Person
____Form filed by More than One Reporting Person

Table 1 - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date

(Month/
Day/
Year)

2A. Deemed Execution Date, if any (Month/
Day/
Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A) or (D)

Price

COMMON STOCK

689

D

COMMON STOCK

1,091
(2)

I

BY 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. *If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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SEC 1474(3-99)

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g. puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/
Day/
Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)

$22.46000

4/24/03

A

8,100

(1)

4/24/13

COMMON STOCK

8,100

8,100

D

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

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FORM 4 (continued)

FREUDENTHALER, PAUL D.

Irwin Financial Corporation (IFC)

500 Washington Street

4/28/2003

Columbus IN 47201

(1) The Plan provides for phased in vesting or rights to exercise granted stock options. In the year of the grant, optionee may exercise 25% of total options granted. In each of the three years immediately following the year of the grant optionee may exercise an additional 25% of the options granted. Grant of option was made to reporting person in transaction exempt under Rule 16b-3.

(2) Includes 3 additional shares acquired through participation in the Irwin Financial Corporation Employees' Savings Plan (401k Plan). Shares noted are as of 4/21/03. The number reported is the nearest whole number of shares.

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