SecProbe.io

CORRESP
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[Chapman
and Cutler LLP Letterhead]

May 15, 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
comments, provided by telephone, regarding the registration statements filed on Form N-1A for Innovator ETFs Trust (the “Trust”)
with the Securities and Exchange Commission (the “Commission”) on April 9, 2024 (each, a “Registration Statement”
and collectively, the “Registration Statements”). The Registration Statements relate to the Innovator U.S. Small
Cap Power Buffer ETF – June and Innovator Growth-100 Power Buffer ETF – June (each, a “Fund” and collectively,
the “Funds”), each a series of the Trust. Capitalized terms used herein, but not otherwise defined, have the meanings
ascribed to them in the applicable 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 provide responses to all of the Staff’s comments on EDGAR at least five business days before the effective
date of the Fund.

Response to Comment 1

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

Comment 2 – General

The
Staff requests confirmation that the Fund’s next filing will consist of a full registration statement, including all exhibits. To
the extent the Registration Statement is incomplete, please provide the Staff with completed drafts as soon as possible, but at least
five business days prior to the date of effectiveness of the registration statement.

Response to Comment 2

The Trust confirms that it
will endeavor to submit a full registration statement in its next filing.

Comment 3 – General

The Staff notes that all comments
are global and apply to any similar or identical disclosures.

Response to Comment 3

The Fund acknowledges all
comments are global and has addressed the Staff’s comments across each Registration Statement.

Comment 4 – General

If
the Fund determines to decline a comment, please tell the Staff why, and include a well-reasoned and detailed legal analysis as applicable
in support of the Fund’s views as they apply to each Registration Statement’s facts and circumstances. Please cite to any
legal authority that supports such views.

Response to Comment 4

Each Fund confirms it will
provide the requested analysis to the extent any comments are declined.

Comment 5 – General

The Staff notes there should
not be any material differences to the extent that the disclosure is similar or identical across the Trust’s various funds. Please
note any differences between the current filings and precedent filings.

Response to Comment 5

The Funds confirm the prospectuses
have been revised in accordance with the Staff’s comment so that there are no material differences in disclosure, as reflected in
Exhibit A (with respect to Innovator U.S. Small Cap Power Buffer ETF – June) and Exhibit B (with respect to Innovator
Growth-100 Power Buffer ETF – June).

    - 2 -

Comment 6 – Selective Review

Please summarize the Trust’s
selective review request with respect to each Fund. Please supplementally provide the accession number, date of filing, date of effectiveness
for each Fund and its precedent Fund for each Fund’s selective review request (each, a “Precedent Fund”). Please also
confirm that each new Fund is materially identical to its Precedent Fund, except for the respective Outcome Period and Defined Distribution
Rate or Cap, as applicable.

Response to Comment 6

The Trust confirms that the
Precedent Fund identified in the Trust’s selective review request is materially identical to each respective Fund, except for each
Fund’s Outcome Period and Cap. The Trust considers each Registration Statement to be substantially similar to each respective Precedent
Fund with regard to the description of the Fund, the investment objective, strategy and policies, the risks associated with investment
in the Fund and the management of the Fund. Please see below for a summary of the filing information for each Fund and its applicable
Precedent Fund.

    Fund Information

    Precedent Fund Information

    Innovator Growth-100 Power Buffer
    ETF – June

    Filing date: April 9, 2024

    Post-Effective Amendment No. under
    1933 Act: 1134

    Accession No.: 0001213900-24-031557

    Innovator Growth-100 Power Buffer
    ETF – January;

 Innovator Growth-100 Power Buffer ETF – April;

Innovator Growth-100 Power Buffer ETF – July; and

 Innovator
    Growth-100 Power Buffer ETF – October

    Filing date: February 27, 2024

    Post-Effective Amendment No. under
    1933 Act: 1117

    Accession No.: 0001213900-24-017353

    Innovator U.S. Small Cap Power
    Buffer ETF – June

    Filing date: April 9, 2024

    Post-Effective Amendment No. under
    1933 Act: 1135

    Accession No.: 0001213900-24-031557

    Innovator U.S. Small Cap Power
    Buffer ETF – January;

 Innovator U.S. Small Cap Power Buffer ETF – April;

 Innovator U.S. Small Cap Power Buffer ETF –
    July; and

 Innovator U.S. Small Cap Power Buffer ETF – October

    Filing date: February 27, 2024

    Post-Effective Amendment No. under
    1933 Act: 1117

    Accession No.: 0001213900-24-017353

For each Fund, the disclosure
in the applicable Registration Statement has been revised only as necessary to set forth the change in the start of the Outcome Period,
to update the applicable Cap and to make certain necessary edits to reflect that such Fund has not yet commenced operations.

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Comment 7 – Principal Risks

On the cover page, principal
investment strategies and the principal risks sections, please include disclosure that contemplates the potential negative consequences
of an investor holding shares of a Fund after the end of the defined outcome period or through multiple defined outcome periods.

Response to Comment 7

The prospectus has been revised
in accordance with the Staff’s comment, as reflected in Exhibit A and Exhibit B.

Comment 8 – Annual Fund Operating Expenses

The Staff requests the Funds
supplementally explain the management fee is blank. The Staff notes the management fee has the same unitary management fee structure as
various other funds of the Trust. Please confirm the management fee will be 0.79% for these Funds as well.

Response to Comment 8

The management fee is 0.79%
for these Funds and has been updated in the revised prospectus included herein as Exhibit A and Exhibit B.

Comment 9 – Annual Fund Operating Expenses

Please confirm in supplemental
correspondence to the Staff that the Distribution and Service (12b-1) Fees caption shows a fee of 0.00% because the Fund has not adopted
any related plans and if the Fund should adopt such a plan the Registration Statement will be revised accordingly.

Response to Comment 9

The Trust confirms that the
Funds currently have no plan to adopt a Rule 12b-1 Plan and will make such filings and revisions as necessary if such a plan is adopted.

    - 4 -

Comment 10 – Additional Information About the Fund’s
Principal Investment Strategies

The Staff notes that it does
not see an 80% policy for purposes of Rule 35d-1 under the Investment Company Act of 1940, as amended, in the Fund’s prospectus.
Please revise to include and address the Fund’s borrowings for purposes of the Fund’s 80% policy. Further, please include
the relevant disclosure regarding notice if the Fund changes such policy.

Response to Comment 10

The prospectus has been revised
in accordance with the Staff’s comment, as reflected in Exhibit A and Exhibit B.

Comment 11 – Principal Investment Strategies

The Staff notes the term “power”
is defined in the prospectus towards the end of the principal investment strategies section. The Staff requests the Funds consider enhancing
this disclosure by having it appear earlier in the section.

Response to Comment 11

The prospectus has been revised
in accordance with the Staff’s comment, as reflected in Exhibit A and Exhibit B.

Comment 12 – Statement of Additional Information

Please consider adding disclosure
to the “Management of the Fund” in each Fund’s statement of additional information (“SAI”) to reflect
the required disclosure to respond to Item 19(a)(3) of Form N-1A with respect to the compensation of each Fund’s sub-adviser. The
Staff believes that since both Funds ultimately pay the sub-adviser, the Funds need to include disclosure responsive to the item. Please
also see IC-26230, n.2 (Oct. 23, 2003) for additional information regarding the Staff’s position.

Response to Comment 12

The SAI has been revised in
accordance with the Staff’s comment.

Comment 13 –Additional Information Relating to the
Declaration of Trust

The Staff notes the Fund’s
additional disclosure regarding the Trust’s declaration of trust in the “Management of the Fund—Additional Information
Regarding the Declaration of Trust” subsection of each prospectus. Please consider the language included in the prospectus which
currently may suggest that shareholders would need to adjudicate claims that arise pursuant to the federal securities laws through arbitration.
Please revise so that a reasonable shareholder would understand that arbitration provisions do not apply to claims under the federal securities
laws.

Response to Comment 13

The prospectus has been revised
in accordance with the Staff’s comment, as reflected in Exhibit A and Exhibit B.

    - 5 -

Comment 14 – Other Investment Companies

The Staff requests the Fund
revise the “Other Investment Companies” heading to “Investments in Other Investment Companies.”

Response to Comment 14

The Funds respectively believe
that the current presentation is most accurate with the formulation of Rule 12d1-4. The Rule applies equally to both other investment
companies that may invest in the Fund as it does to the Fund investing in other investment companies. As such, the Funds believe that
the current presentation of the heading and related disclosure appropriately reflects the operation of Rule 12d1-4 as applied to the Funds.

Comment 15 – Statement of Additional Information

The Staff notes the Fund’s
concentration policy currently provides that the Fund will “concentrate to approximately the same extent as the Underlying ETF.”
Please clarify and define the “Underlying ETF” and ensure the definition aligns with each Fund’s Prospectus.

Response to Comment 15

The SAI has been revised in
accordance with the Staff’s comment.

Comment 16 – Part C

The Staff requests the Fund
include the necessary Rule 484 indemnification language to the response to Item 30 of Form N-1A in accordance with the Fund’s anticipated
acceleration request.

Response to Comment 16

The Trust confirms that Rule
484 indemnification language will be added to Item 30 in the subsequent post-effective amendment to the Registration Statement for the
Funds.

* * * * * * * *

    - 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

May 17, 2024

Prospectus

Innovator U.S. Small Cap Power Buffer ETFÔ
— June

(Cboe BZX—KJUN)

June 3, 2024

Innovator U.S. Small Cap Power Buffer ETFÔ —
June (the “Fund”) is a series of

Innovator ETFs Trust (the “Trust”) and is an actively managed ETF.

 • The Fund will invest substantially
all of its assets in FLexible EXchange® Options (“FLEX Options”) on the iShares Russell 2000 ETF (the
“Underlying ETF”). FLEX Options are customizable exchange-traded option contracts guaranteed for settlement by the
Options Clearing Corporation. The Fund uses FLEX Options to employ a “defined outcome strategy.” Defined outcome strategies
seek to produce pre-determined investment outcomes based upon the performance of an underlying security or index. The pre-determined
outcomes sought by the Fund, which include the buffer and cap discussed below (“Outcomes”), are based upon the performance
of the Underlying ETF’s share price over an approximately one-year period from June 1 through May 31 of the following year (the
“Outcome Period”). The current Outcome Period is from June 1, 2024 through May 31, 2025. The Fund will not terminate
after the conclusion of the Outcome Period. After the conclusion of the Outcome Period, another will begin. There is no guarantee
that the Outcomes for an Outcome Period will be realized.

 • The Fund’s strategy has been specifically designed to produce the Outcomes based upon the performance
of the Underlying ETF’s share price (or its “price return”) at the conclusion of the Outcome Period. The Fund will
not receive or benefit from any dividend payments made by the Underlying ETF. The Outcomes may only be realized by investors who hold
shares of the Fund (“Shares”) at the outset of the Outcome Period and continue to hold them until the conclusion of
the Outcome Period. Investors that purchase Shares after the Outcome Period has begun or sell Shares prior to the Outcome Period’s
conclusion may experience investment returns that are very different from those that the Fund seeks to provide.

 • Fund shareholders are subject to an upside return cap (the “Cap”) that represents the
maximum percentage return an investor can achieve from an investment in the Fund over the duration of the Outcome Period. The Cap is set
on the first day of the Outcome Period and is expected to be between ___% and ___% (based upon the 21 trading days prior to the date of
this prospectus) prior to taking into account any fees or expenses charged to shareholders. When the Fund’s annual Fund management
fee of 0.79% of the Fund’s average daily net assets is taken into account, the Cap is expected to be between ___% and ___% (based
upon the 21 trading days prior to the date of this prospectus). The Cap will be further reduced by any shareholder transaction fees and
any extraordinary expenses incurred by the Fund. The Cap is likely to rise or fall from one Outcome Period to the next. Please note,
if the Outcome Period has begun and the Fund has increased in value to a level near the Cap, an investor purchasing Shares at that price
has little or no ability to achieve gains but remains vulnerable to downside risks.

 • The Fund seeks to provide shareholders that hold Shares for the entire Outcome Period with a buffer (the
“Buffer”) against the first 15% of Underlying ETF losses during the Outcome Period. “Power” denotes the
Fund’s objective to provide returns that are buffered by up to 15% if the Underlying ETF’s share price experiences a loss
during the course of the Outcome Period. The Fund’s shareholders will bear all Underlying ETF losses exceeding 15% on a one-to-one
basis. The Buffer is provided prior to taking into account annual Fund manage