SecProbe.io

CORRESP
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[Chapman
and Cutler LLP Letterhead]

January 12, 2024

VIA EDGAR CORRESPONDENCE

Kimberly Browning

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Innovator ETFs Trust

    File Nos. 333-146827; 811-22135

Dear Ms. Browning

This letter responds to your
additional comments, provided by telephone, regarding the registration statement filed on Form N-1A for Innovator ETFs Trust (the
“Trust” or “Registrant”) with the Securities and Exchange Commission (the “Commission”)
on May 20, 2022 (the “Registration Statement”). The Registration Statement relates to the Innovator Nasdaq-100®
Managed Floor ETF (formerly Innovator Growth-100 Managed Floor ETF) (the “Fund”), a series of the Trust. Capitalized
terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

Comment 1 – General

The staff of the Commission
(the “Staff”) reminds the Fund and its management that they are responsible for the accuracy and adequacy of the disclosures,
notwithstanding any review, comments, action or absence of action by the Staff. Where a comment is made in one location, it is applicable
to all similar disclosures appearing elsewhere in the Registration Statement. Please ensure that corresponding changes are made to all
similar disclosure. Please also provide responses to all of the Staff’s comments on EDGAR at least five days before the
effective date of the Registration Statement.

Response to Comment 1

The Registrant confirms that
corresponding changes made in response to the Staff’s comments have been made to any similar disclosure throughout the Registration
Statement and that it will provide the Staff with a response letter in the form of correspondence at least five days before effectiveness.

Comment 2 – General

Please supplementally provide
to the Staff a completed fee table and expense examples for the Fund.

Response to Comment 2

A completed fee table and
expense examples are reflected in the revised prospectus attached hereto as Exhibit A.

Comment 3 – General

Please supplementally explain
why the name of the Fund is in brackets and confirm with the Staff the name that the Fund intends to use.

Response to Comment 3

The
Registrant has confirmed that the Fund’s name will be the Innovator Nasdaq-100® Managed Floor ETF. The Fund has included an
80% investment policy in accordance with its name in the “Additional Information about the Fund’s Principal Investment Strategies”
section as reflected in Exhibit A.

Comment 4 – Principal Investment Strategies

The Staff notes the following
disclosure set forth in the section entitled “Principal Investment Strategies”:

The Fund is an actively managed
exchange-traded fund (“ETF”) that, under normal market circumstances, seeks to provide capital appreciation through
participation in the large-capitalization U.S. equity securities of the Nasdaq-100® Index (the “Nasdaq-100”)
while limiting the potential for maximum losses.

The Staff asks the Fund to please
consider whether it would be more accurate to revise the disclosure to state “…limiting the potential for some losses.”

Response to Comment 4

The
Fund respectfully declines the Staff’s comment. The Fund believes the above-referenced formulation is an accurate representation
of the investment profile the Fund seeks to provide and notes that in this regard it is a similar disclosure formulation to the Innovator
Equity Managed Floor ETF.

    - 2 -

Comment 5 – Principal Investment Strategies

The Staff notes the revised
disclosures set forth in the section entitled “Principal Investment Strategies.” Please consider enhancing the related risk
disclosures to account for the revised strategy (e.g., risks relating to the rolling strategy).

Response to Comment 5

Pursuant to the Staff’s
comment, the referenced disclosure has been revised accordingly with additional disclosure added to the “Floor Risk.”

Comment 6 – Principal Investment Strategies

The Staff notes the disclosures
set forth in (i) and (ii) of the second paragraph of the section entitled “Principal Investment Strategies – Hedging Strategies
– Options Portfolio.” Please supplementally explain why the Fund is using different indexes for put and call options. Please
also consider disclosing a discussion relating to the risks of using different indexes.

Response to Comment 6

The Fund uses different reference
assets for its put and call option contracts for the efficient tax management of the Fund with respect to the “straddle rules”
as well as providing the Fund additional flexibility in the tax management of the Fund. While the Fund uses different indexes for the
put and call options, the expected reference assets produce substantially similar returns. That notwithstanding, the Fund has revised
its risk disclosure to address the Staff’s comment.

Comment 7 – Principal Investment Strategies

Please disclose in Item 9
the current capitalization range for the Nasdaq-100 Index.

Response to Comment 7

The referenced disclosure
has been added to the Fund’s prospectus in accordance with the Staff’s comment, as reflected in Exhibit A.

    - 3 -

Comment 8 – Additional Information About the Fund’s
Principal Investment Strategies

The Staff notes the following
disclosure set forth in the section entitled “Additional Information About the Fund’s Principal Investment Strategies”:

“The Fund uses option
contracts that reference the Nasdaq-100 or an ETF that seeks to replicate the performance of the Nasdaq-100.”

Please disclose the name of
the referenced ETF.

Response to Comment 8

Pursuant to the Staff’s
comment, the referenced disclosure has been revised as follows:

“The Fund uses option
contracts that reference the Nasdaq-100 and an ETF that seeks to replicate the performance of the Nasdaq-100, currently
expected to be the Invesco QQQ TrustSM, Series 1.” (emphasis added)

Comment 9 – Additional Information About the Fund’s
Principal Investment Strategies

The Staff notes the footnote
set forth in the section entitled “Additional Information About the Fund’s Principal Investment Strategies.” Please
delete this footnote.

Response to Comment 9

The referenced footnote has been deleted.

Comment 10 – Declaration of Trust

The Staff notes Article IV,
Section 3(a)(16) of the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) states, in part, that
the Board of Trustees may, subject to the requisite vote for such actions as set forth in the Declaration of Trust and the By-Laws of
the Trust, “engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings,
disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses
incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees,
or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding,
dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the
Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business
for or on behalf of the Trust…”

In the prospectus, please
add a new section disclosing this provision in the Declaration of Trust. Please also disclose in the prospectus that the power of the
Board of Trustees to dismiss any action with respect to the above-referenced disclosure would not apply to claims arising out of federal
securities laws.

    - 4 -

Response to Comment 10

The Trust has considered the
Staff’s comments and believes that disclosure regarding such information is neither required by Form N-1A nor useful for shareholders
to be disclosed in the prospectus. The Trust is unaware of any line-item requirement of Form N-1A that would require disclosure of this
information anywhere in either the prospectus or the Statement of Additional Information (“SAI”). Notwithstanding the foregoing,
the Trust agrees to add the following disclosure to the end of the section entitled “General Information” of the SAI:

“The Trust’s Agreement
and Declaration of Trust (the “Declaration of Trust”) provides that by virtue of becoming a shareholder of the Trust, each
shareholder is bound by the provisions of the Declaration of Trust. Subject to the provisions of the Declaration of Trust, the Board of
Trustees of the Trust may, subject to the requisite vote, engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration,
or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust. The Board of Trustees may, in the
exercise of their or its good faith business judgment, dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise,
brought by a shareholder in its own name or in the name of the Trust. The Declaration of Trust further provides a detailed process for
the bringing of derivative actions by shareholders. Prior to bringing a derivative action, a written demand by the complaining shareholder
must first be made on the Board of Trustees to bring the subject action unless an effort to cause the Board of Trustees to bring such
action is excused. A demand on the Board of Trustees shall only be excused if a majority of the Board of Trustees has a material personal
financial interest in the subject action.

There may be questions regarding
the enforceability of these provisions based on certain interpretations of the Securities Act of 1933 Act, as amended (the “1933
Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the 1940 Act. However, the Declaration of
Trust provides if any provision shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to that provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any
other provision of the Declaration of Trust.”

The placement of this additional
disclosure is consistent with General Instruction C.3(b) to Form N-1A, which states that a fund “may include…information
in the prospectus or the SAI that is not otherwise required…so long as the information is not incomplete, inaccurate, or misleading
and does not, because of its nature, quantity, or manner of presentation, obscure or impede understanding of the information that is required
to be included.” Additionally, the Trust does not believe that the “nature, quantity, or manner of presentation” of
such disclosure obscures or impedes understanding of the information that is required to be included in the SAI. Therefore, the Trust
believes that the SAI is most appropriate placement for any such disclosure for the Registration Statement. With respect to the Staff’s
request regarding the inclusion that the power of the Board of Trustees to dismiss actions would not apply to claims arising out of federal
securities laws, the Trust respectfully declines to revise its disclosure in accordance with the Staff’s comment. Absent any binding
legal authority that support’s the Staff’s position, it is not clear that such position is a correct statement of law in this
instance.

    - 5 -

The Trust further notes that
Article X, Section 3(b) of the Declaration of Trust states that, “If any provision of this Declaration of Trust shall be held invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.”
The Trust believes that this provision adequately addresses the fact that claims made or arising within the jurisdiction of the United
States (including those made or arising under the federal securities laws) would not be subject to Article IV, Section 3, to the extent
they are not consistent with that provision. The Trust believes that the disclosure above to be added to the SAI more accurately reflects
any questions relating to the enforcement of such provisions.

Comment 11 – Registration Statement

In supplemental correspondence, please
provide the Staff with a markup showing all three parts of the Registration Statement (i.e., Parts A, B and C).

Response to Comment 11

The Fund confirms that it
will send the Staff the requested markup via supplemental correspondence.

*
* * * * * * *

    - 6 -

Please call me at (312) 845-3484
if you have any questions or issues you would like to discuss regarding these matters.

    Sincerely
    yours,

    Chapman
    and Cutler llp

    By:
    /s/
    Morrison C. Warren

    Morrison
    C. Warren

    - 7 -

Exhibit
A

The
information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer of sale is not permitted.

Subject
to Completion

January 12, 2024

Prospectus

Innovator
Nasdaq-100® Managed Floor ETF

(NYSE Arca —
QFLR)

___________, _________

Innovator Nasdaq-100® Managed Floor
ETF (the “Fund”) is a series of Innovator ETFs Trust (the “Trust”) and an exchange-traded fund
(“ETF”). The Fund lists and principally trades its shares on NYSE Arca, Inc. (“NYSE Arca” or the
“Exchange”). Market prices may differ to some degree from the net asset value of Shares. Unlike mutual funds, the Fund
issues and redeems Shares at net asset value only in large blocks of Shares called “Creation Units.” The Fund is a series
of the Trust and is an actively managed exchange-traded fund organized as a separate series of a registered management investment company.

The U.S. Securities and Exchange Commission
(“SEC”) has not approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.

Table
of Contents

    Summary Information
    1

    Additional Information About the Fund’s Principal Investment Strategies
    16

    Fund Investments
    17

    Additional Risks of Investing in the Fund
    18

    Management of the Fund
    26

    How to Buy and Sell Shares
    29

    Dividends, Distributions and Taxes
    30

    Distributor
    34

    Net Asset Value
    34

    Fund Service Providers
    36

    Premium/Discount Information
    36

    Investments by Other Investment Companies
    37

    Financial Highlights
    37

    ii

Innovator Nasdaq-100® Managed Floor ETF

Investment Objective

The Fund seeks to provide capital
appreciation while seeking to limit the amount of losses experienced by investors (prior to taking into account management fees and other
fees).

Fees and Expenses of the
Fund

This table describes the fees and expenses that
you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage
commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Annual Fund Operating Expenses (expenses that you pay each year as
a percentage of the value of your investment)

    Management Fees
    0.89%

    Distribution and Service (12b-1) Fees
    0.00%

    Other Expenses(1)
    0.00%

    Total Annual Fund Operating Expenses
    0.89%

 (1) “Other Expenses”
are estimates based on the expenses the Fund expects to incur for the current fiscal year.

Example

This example is intended to help you compare the
cost of investing in the Fund with the cost of investing in other funds. This example assumes that you invest $1