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CORRESP
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[Chapman
and Cutler LLP Letterhead]

June 7, 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 statement filed on Form N-1A for Innovator ETFs Trust (the “Trust”
or the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on April
12, 2024 (the “Registration Statement”). The Registration Statement relates to the Innovator Hedged Growth-100 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 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 Registrant 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 Registrant 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 Registrant 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 Registrant acknowledges
all comments are global and has addressed the Staff’s comments across the Registration Statement.

Comment 4 – General

If
the Registrant 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 Registrant’s views as they apply to the Registration Statement’s facts and circumstances. Please
cite to any legal authority that supports such views.

Response to Comment 4

The Registrant 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 Registrant confirms the
Registration Statement has been revised in accordance with the Staff’s comment so that there are no material differences in disclosure
applicable to the Fund, as reflected in Exhibit A.

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Comment 6 – General

Please include disclosure
on the potential negative consequences of investors holding shares after the end of as options package. The Staff notes that potential
examples could include the compounding effect and consistently low capitalization levels resulting from underperformance.

Response to Comment 6

The Registration Statement
has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 7 – Fees and Expenses of the Fund

With regards to the fee table,
please supplementally explain to the Staff why the management fee is blank. The Staff notes that the Fund has the same unitary management
fee as other existing series in the Trust. Please confirm that the unitary management fee will be disclosed and will also be 0.79% for
this Fund as well.

Response to Comment 7

The management fee is 0.79%
for the Fund and has been updated in the revised Registration Statement included herein as Exhibit A.

Comment 8 – Fees and Expenses of the Fund

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 8

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

    - 3 -

Comment 9 – Principal Investment Strategies

The Staff notes the disclosure
in the section entitled “Additional Information About the Fund’s Principal Investment Strategies” states, “The
Fund will invest at least 80% of its net assets (including borrowings for investment purposes) in equity securities and option contracts
that provide economic exposure to the Nasdaq-100.” Please add this 80% policy to the Item 4 summary section. The Staff further notes
that the Fund may borrow for investment purposes. Pursuant to Rule 35d-1, please explain that net assets may include borrowings for investment
purposes.

Response to Comment 9

The Registrant respectfully
notes that the requested disclosure is provided in the section entitled “Additional Information About the Fund’s Principal
Investment Strategies,” as referenced below. The Registrant has added the 80% policy to the Item 4 summary section.

The Fund’s investment
objective and policies described herein are non-fundamental policies that may be changed by the Board without shareholder approval. The
Fund may liquidate and terminate at any time without shareholder approval. Certain fundamental policies of the Fund are set forth in the
Fund’s Statement of Additional Information (“SAI”). The Fund will invest at least 80% of its net assets (including
borrowings for investment purposes) in equity securities and option contracts that provide economic exposure to the Nasdaq-100. For purposes
of this policy, the Fund will value its option contracts at mark-to-market and its positions are marked-to-market daily. The Fund has
adopted a policy to provide the Fund’s shareholders with at least 60 days prior notice of any change in this policy.

Comment 10 – Principal Investment Strategies

The Staff notes that “Hedged”
appears in the Fund’s name. Please consider revising the first two subparagraphs of the “Principal Investments Strategies”
section to include the term “hedged.” Please also briefly address the “hedged” component as it appears in the
Fund’s name to better assist a reasonable shareholder’s understanding.

Response to Comment 10

The Registration Statement
has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 11 – Fund Name

Please explain supplementally
to the Staff why the inclusion of the term “Growth” in the Fund’s name is not materially misleading or deceptive. Please
clarify how the Fund will obtain “growth” from investing in large capitalization companies.

Response to Comment 11

The Registrant notes that
the name of the Fund has been changed to “Innovator Hedged Nasdaq-100 ETF.”

    - 4 -

Comment 12 – Principal Investment Strategies

The Staff notes the disclosure
states, “[t]he Fund intends to invest in: (i) a portfolio of equity securities that are representative of the Nasdaq-100 (the ‘Equity
Portfolio’).” Please consider specifying the type of securities and issuers in this disclosure. With respect to the Equity
Portfolio, please clarify whether it will be purchasing securities directly or indirectly through ETFs. If more than just directly, please
revise the disclosure accordingly.

Response to Comment 12

The Registrant notes the Fund
does not expect to purchase underlying ETFs for its exposure to Nasdaq-100. The Registration Statement has been revised in accordance
with the Staff’s comment, as reflected in Exhibit A.

Comment 13 – Additional Information
about the Fund’s Principal Investment Strategies

The Staff notes Item 9 of
the Registration Statement states, “The Fund will invest at least 80% of its net assets (including borrowings for investment purposes)
in equity securities and option contracts that provide economic exposure to the Nasdaq-100.” Please consider enhancing this disclosure
by including it in the Item 4 summary section. With respect to “option contracts,” the Staff notes this component does not
appear to be summarized in Item 4.

Response to Comment 13

The Registrant notes the Fund’s
80% policy has been added to the Item 4 summary section and with reference to the option contracts portion. The prospectus has been revised
in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 14 – Principal Investment
Strategies

The Staff notes the “Principal
Investment Strategies” section states that the Fund “seeks to provide capital appreciation through exposure to the constituents
in the Nasdaq-100 Index (the ‘Nasdaq-100’) while providing a measure of downside protection.” Please clarify
its use of options and revise the disclosure accordingly.

Response to Comment 14

The Registration Statement
has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

    - 5 -

Comment 15 – Principal Investment Strategies

With respect to subparagraphs
(i) and (ii) of the “Principal Investment Strategies” section, please clarify if there an allocation between the two components.

Response to Comment 15

As described in the revised
Registration Statement provided in Exhibit A herein, the Registrant notes the Fund does not anticipate having a specific allocation
to the Equity Portfolio and Options Portfolio. The Fund will invest 100% of its assets in a portfolio of common stocks representative
of the Nasdaq-100 to provide long exposure. The Fund will also purchase and sell put option contracts to provide the level of downside
hedged protection of between 5-15% of Underlying ETF losses. In order to fully pay for the hedging strategy, the Fund will sell call options
to cover the premium needed to offset the purchased put options.

Comment 16 – Principal Investment Strategies

With respect to subparagraph
(ii) of the “Principal Investment Strategies” section, please clarify and briefly explain whether the Fund will forego some
upside potential. The Staff notes this is a material component to the Fund’s principal investment strategy and thus should be enhanced.

Response to Comment 16

The Registration Statement
has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 17 – Principal Investment Strategies

The Staff notes that the length
of the options are approximately three months. Please supplementally clarify whether the Fund will ever alter the three-month strategy
due to market conditions. Additionally, please clarify the usage of the term “approximately” and whether that term will be
included in the principal investment strategies. Furthermore, under the subheading “Options Hedging Strategy,” the Fund states
that “the Options Portfolio will generally have a duration of approximately three-months.” Please either clarify the usage
of the term “generally” or delete the term here.

Response to Comment 17

The Registrant notes that
the Fund does not intend to alter the three-month duration of the Options Portfolios. The term “approximately” is used to
denote that market timing of entering into and closing out the options positions may result in a slightly shorter or longer Options Portfolio
periods. Additionally, the term “generally” has been removed from the above-referenced disclosure

    - 6 -

Comment 18 – Principal Investment Strategies

Please supplementally explain
why the options reference an ETF and not the Nasdaq-100 Index. The Staff notes the Fund is referencing the Nasdaq-100 Index for the Equity
Portfolio. Please also consider adding this clarification to Item 9.

Response to Comment 18

The Fund uses different reference
assets for its Equity Portfolio, which invests in common stock, and its Options Portfolio, which invests in 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 reference assets for the put and call options, the expected
reference assets produce substantially similar returns.

Comment 19 – Principal Investment Strategies

In subparagraph (ii) of the
“Principal Investment Strategies” section, the Fund states that it intends to invest in options that “seek to provide
a level of downside protection from 5% to 15% of Invesco QQQ Trust, Series 1 losses…” Should subparagraph (ii) be amended
to state “seek to provide a level of protection for the Fund from 5% to 15% of Invesco QQQ Trust, Series 1…” for clarity?

Response to Comment 19

The Registration Statement
has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 20 – Principal Investment Strategies

The Staff notes the component
of protection in subparagraph (ii) of the “Principal Investment Strategies” section is based on market price. Please explain
the measuring component for the market price and how it works in tandem with the Fund’s investment strategy.

Response to Comment 20

The Registration Statement
has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 21 – Principal Investment Strategies

The Staff notes that in subparagraphs
(i) and (ii) of the “Principal Investment Strategies” section, the Fund may be selling call options to generate income. Please
consider adding this disclosure to subparagraph (ii) if it is going to be a principal strategy of the Fund to generate income. Alternatively,
please supplementally confirm to the Staff that the Fund is not selling call options to generate income and make the strategy clear that
the sold call options are to fund the hedged exposure.

Response to Comment 21

The Registrant confirms that
the sold call options are not used to generate income for the Fund. Rather, the sold call option contracts provide premiums income to
purchase put options that provide the downside protection of 5-15% of Nasdaq-100 losses.

    - 7 -

Comment 22 – Principal Investment Strategies

Under the subheading “Nasdaq-100
Exposure,” please clarify whether the Fund will overweight or underweight a particular sector or industry. Please consider enhancing
the disclosure to include information about industries and sectors with regards to overweighting and underweighting.

Response to Comment 22

As described in the revised
Registration Statement provided in Exhibit A herein, the Registrant notes the Fund will invest in a portfolio of common stocks
that are representative of the Nasdaq-100. The Registrant confirms that that the Fund will not seek to underweight or overweight a particular
sector or industry as part of the Fund’s representative sampling strategy.

Comment 23 – Principal Investment Strategies

Under the subheading “Nasdaq-100
Exposure,” the last sentence of the first paragraph states, “The Fund expects that any dividends received from its investment
in equity securities that comprise the Nasdaq-100 will be distributed to shareholders on a quarterly basis.” Will the dividends
be received by the Fund and will the Fund, in turn, pay the investors? Please clarify for the Staff.

Response to Comment 23

The Registration Statement
has been revised in