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CORRESP
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[Chapman
and Cutler LLP Letterhead]

June 14, 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”
or the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on May 3,
2024 (each, a “Registrant Statement”, and collectively, the “Registration Statements”). The Registration
Statements relate to the Innovator Equity Defined Protection ETF – 1 Yr July and Innovator Equity Defined Protection ETF –
6 Mo Jan/Jul (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 Registration Statements.

Comment 1 – General

The staff of the Commission
(the “Staff”) reminds each 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 each 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

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 each Registration Statement’s facts and circumstances. Please
cite to any legal authority that supports such views.

Response to Comment 2

The Registrant confirms it
will provide the requested analysis to the extent any comments are declined.

Comment 3 – General

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

Response to Comment 3

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

Comment 4 – General

Please summarize the Registrant’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 Cap.

Response to Comment 4

The Registrant confirms that
the Precedent Fund identified in the Registrant’s selective review request is materially identical to each respective Fund, except
for each Fund’s Outcome Period and Cap, as applicable. The Registrant considers each Registration Statement to be substantially
identical to each respective Precedent Fund with regard to the description of each Fund, the investment objective, strategy and policies,
the risks associated with investment in each Fund and the management of each 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 Equity Defined Protection
    ETF – 1 Yr July

    Filing date: May 3, 2024

    Post-Effective Amendment No. under
    1933 Act: 1152

    Accession No.: 0001213900-24-039471

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2026

    Filing date: April 1, 2024

    Post-Effective Amendment No. under
    1933 Act: 1131

    Accession No.: 0001213900-24-028098

    Innovator Equity Defined Protection
    ETF – 6 Mo Jan/Jul

    Filing date: May 3, 2024

    Post-Effective Amendment No. under
    1933 Act: 1153

    Accession No.: 0001213900-24-039476

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2026

    Filing date: April 1, 2024

    Post-Effective Amendment No. under
    1933 Act: 1131

    Accession No.: 0001213900-24-028098

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For the Innovator Equity Defined
Protection ETF – 1 Yr July, the disclosure in the Registration Statement has been revised only as necessary to set forth the change
in the start of the Outcome Period from April to July, to change the duration of the Outcome Period from two years to one year and to
update the Cap.

For the Innovator Equity Defined
Protection ETF – 6 Mo Jan/Jul, the disclosure in the Registration Statement has been revised only as necessary to set forth the
change in the start of the Outcome Period from April to July/January, to change the duration of the Outcome Period from two years to six
months and to update the Cap.

Comment 5 – Part C

The Staff requests each Fund
include the necessary Rule 484 indemnification language responsive to Item 30 of Form N-1A.

Response to Comment 5

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

Comment 6 – General

Please include disclosure
on the potential negative consequences of investors holding shares after the end of an Outcome Period (see, e.g. the Trust’s
Registration Statement filings made on May 28, 2024).

Response to Comment 6

The Registration Statement
for each Fund has been revised in accordance with this concept, as reflected in the revised Registration Statement supplementally provided
to the Staff.

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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 each 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
each Fund as well.

Response to Comment 7

The management fee is 0.79%
for each Fund and has been updated in each revised Registration Statement included herein as the revised Registration Statement supplementally
provided to the Staff.

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 each Fund has not adopted
any related plans and if each Fund should adopt such a plan the Registration Statement will be revised accordingly.

Response to Comment 8

The Registrant confirms that
each 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.

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

The Staff notes each Fund’s
80% investment policy is a non-fundamental policy. Please revise the disclosure in the section entitled “Additional Information
About the Fund’s Principal Investment Strategies” in plain English to reflect such policy.

Response to Comment 9

The Registration Statement
for each Fund has been revised in accordance with the Staff’s comment, as reflected in the revised Registration Statement supplementally
provided to the Staff.

Comment 10 – Principal Investment Strategies

Please disclose each Fund’s
concentration policy in Item 4 and include attendant risk disclosure. If the Underlying ETF is concentrated in any industry or group of
industries, please provide the specifics of this concentration as well, if applicable.

Response to Comment 10

The Registration Statement
for each Fund has been revised in accordance with the Staff’s comment, as reflected in the revised Registration Statement supplementally
provided to the Staff.

    - 4 -

Comment 11 – 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
Relating to the Declaration of Trust” subsection of each prospectus. The language included in the prospectus 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 (see, e.g. the
Trust’s Registration Statement filings made on May 28, 2024).

Response to Comment 11

The Registration Statement
for each Fund has been revised in accordance with the Staff’s comment, as reflected in the revised Registration Statement supplementally
provided to the Staff.

Comment 12 – Statement of Additional Information

Please add 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. (see, e.g. the Trust’s
Registration Statement filings made on May 28, 2024).

Response to Comment 12

The Registration Statement
for each Fund has been revised in accordance with the Staff’s comment, as reflected in the revised Registration Statement supplementally
provided to the Staff.

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Comment 13 – General

The Staff notes that the powers
of attorney filed with each Registration Statement were executed in 2017 and are, in the Staff’s view, otherwise deficient under
Rule 483(b) under the Securities Act of 1933 (the “1933 Act”). Specifically, Rule 483(b) provides that a power of attorney
filed with the Commission “shall relate to a specific filing, an amendment thereto, or a related registration statement that is
to be effective upon filing pursuant to Rule 462(b) under the [1933] Act.” The Staff requests the Trust revise its powers of attorney
to comply with Rule 483(b).

Response to Comment 13

The Registrant has revised
its power of attorneys in accordance with the Staff’s comment.

********

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

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