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CORRESP
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[Chapman
and Cutler LLP Letterhead]

June 21, 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”)
with the Securities and Exchange Commission (the “Commission”) on February 6, 2024 (the “Registration Statement”.
The Registration Statement relates to the Innovator Equity Income Daily Put-Write ETF (formerly Innovator Equity Premium Income
Strategy 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 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 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 each 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 Statements’ 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 – Investment Objective

The Staff notes the Fund’s
investment objective provides that the Fund “seeks to provide current income while providing the potential for capital appreciation.”
However, the principal investment strategies do not reference “current”. Please revise the disclosure so that “current
income” is used consistently. Additionally, please clarify in the investment objective whether the Fund is seeking capital appreciation
as opposed to potential for capital appreciation.

Response to Comment 5

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

    - 2 -

Comment 6 – 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 6

The Trust 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.

Comment 7 – Principal Investment Strategies

The Staff notes the Fund’s
principal investment strategies provide that the Fund “seeks to provide current income and a degree of capital appreciation.”
Please define “a degree” and provide a source for the definition.

Response to Comment 7

The prospectus has been revised
to remove the reference to “a degree” of capital appreciation, as reflected in Exhibit A.

Comment 8 – Principal Investment Strategies

The Staff requests that the
Fund revise the prospectus to be more descriptive of the Fund’s returns rather than the specific components of the Fund’s
investment strategies. The Staff notes that there are various components involved in producing the Fund’s returns. The Staff requests
the investment strategies be revised to more accurately reflect the Fund’s returns rather than a specific component’s returns.

Response to Comment 8

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

    - 3 -

Comment 9 – Principal Investment Strategies

The Staff notes the Fund’s
principal investment strategies provides:

“The Fund seeks to achieve its objective
by investing in: (1) a portfolio of equity securities (the “Equity Portfolio”) comprised primarily of issuers in the Solactive
GBS United States 500 Index, or a similar broad U.S. large-capitalization equity index (the “U.S. Equity Index”);”

The Staff notes the disclosure
should only reference current principal investment strategies of the Fund. Please revise to delete “a similar broad U.S. large-capitalization
equity index,” or if there are multiple indices, please disclose accordingly.

Response to Comment 9

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

Comment 10 – Principal Investment Strategies

The Staff notes that the Fund
uses the terms “U.S. Equity Index” and “SPX” interchangeably. Please review and revise the disclosure for accuracy.

Response to Comment 10

The prospectus has been revised
in accordance with the Staff’s comment, as reflected in Exhibit A. The Fund confirms that all references to a particular
index are accurate in the revised prospectus.

Comment 11 – Principal Investment Strategies

The Staff requests the Fund
enhance the ELN disclosure of the Fund’s investment strategy in a more comprehensive manner within the Item 4 disclosure and include
more specificity in Item 9. For example, the Staff notes the disclosure does not include such material terms such as: the terms of the
specific ELNs or the attendant risks, whether the ELNs reset, whether the ELNs provide for periodic interest payments, whether the ELNs
have fixed or floating rates, whether the Fund will hold the ELNs to maturity, and how many ELNs the Fund will hold, among other material
terms.

Response to Comment 11

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

Comment 12 – Principal Investment Strategies

The Staff notes the Fund obtains
exposure to the put-write option contract strategy via “one or more rules-based indexes.” Please specify which index(es).

Response to Comment 12

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

    - 4 -

Comment 13 – Principal Investment Strategies

The Staff requests the Fund
explain the put-write strategy more fully. The Staff notes there is very little description of the put-write strategy, and all material
details should be included. The term “systematic” is used consistently in the strategy’s description; please define
the term and provide the definition’s source. Additionally, please consider adding examples of how the put-write strategy in Item
9. What is the Fund’s definition of short-dated? Will the associated put-write terms of the ELN be one of the primary considerations
of the Fund when purchasing the ELNs?

Response to Comment 13

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 that the Fund
provides that it may directly invest in the put-write option strategy that provides exposure to SPX. If the Fund will directly sell put
options, please summarize that strategy earlier in Item 4 of Form N-1A in plain English and specify the type of options the Fund will
utilize. What are the underlying options utilized by the Fund and/or the ELNs. Please clarify why the Fund would engage in the put-option
strategy directly instead of through the ELNs.

Response to Comment 14

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

Comment 15 – Principal Investment Strategies

The Staff notes the Fund plans
to invest in U.S. Treasuries “with maturities of less than one year.” Please specify the type of U.S. Treasuries the Fund
will invest in and summarize any attendant risks.

Response to Comment 15

The prospectus has been revised
in accordance with the Staff’s comment, as reflected in Exhibit A. The Fund believes its risk disclosure adequately captures
the risk profile of U.S. Treasuries in which it will invest.

    - 5 -

Comment 16 – Principal Investment Strategies

The Staff requests the Fund
consider revising the first paragraph of this section into smaller paragraphs or bullet points so that such disclosure is in plain English
and more easily understood by a reasonable investor.

Response to Comment 16

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

Comment 17 – Principal Investment Strategies

The Staff requests the Fund’s
investment strategy be revised for clarity with respect to the Fund’s returns, rather than that of the Fund’s various components
of the Fund’s returns. For example, the Fund provides that it “seeks to invest in equity securities that are constituents
of the U.S. Equity Index to provide investors with the performance that captures a degree of the returns associated with the U.S Equity
Index.” The Staff requests that the disclosure be revised to clarify the Fund’s returns in light of the various components.

Response to Comment 17

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

Comment 18 – Fund Name

The Staff notes the name of
the Fund includes “Premium Income,” but current disclosure suggests that shareholders will receive dividends and treasuries.
Please consider whether the Fund’s name is accurate with respect to “Premium Income” or revise the disclosure accordingly.

Response to Comment 18

The Fund has changed its name
to Innovator Equity Income Daily Put-Write ETF. The Fund is intended to be a vehicle for income, provided primarily through its strategy
of investing in equity securities which may produce dividend income and premiums generated from a specialized daily put-write option strategy.
The Fund believes its name accurately captures the Fund’s investment objective and strategy.

Comment 19 – Principal Investment Strategies

The Fund’s principal
investment strategies provide that the Fund “expects that income will be distributed to shareholders [on a monthly basis].”
Please confirm whether the income will be distributed on a monthly basis. The Staff notes that the distribution should be in line with
the Fund’s investment objective.

Response to Comment 19

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

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Comment 20 – Principal Investment Strategies

The Fund’s principal
investment strategies provide the Fund is “subject to the downside performance of the U.S. Equity Index due to its direct holdings
in the Equity Portfolio and the downside performance of SPX by virtue of its investment exposure to sold put-write option contracts.”
The Staff notes this disclosure pertains to risks of investing in the Fund and the disclosure should be revised to include this disclosure
in the principal risks section accordingly.

Response to Comment 20

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

Comment 21 – Principal Investment Strategies

The disclosure states that
the Fund provides a loss profile that is mitigated by the premium income generated by the option strategy, specifically providing that
any losses experienced by the Fund by virtue of its downside exposure to the U.S. Equity Index “will be offset by any premiums received
through investment exposure to the put-write option contracts.” However, the disclosure also provides that the premiums generated
will be used for income. Please confirm the functionality of the premiums of the Fund and revise as necessary.

Response to Comment 21

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

Comment 22 – Principal Investment Strategies

The Staff asks for confirmation
that the presentation of the Fund Holdings table is accurate. Please revise as necessary or supplementally provide confirmation as to
whether the weightings in the table and the described investment exposure is accurate.

Response to Comment 22

The Fund confirms that the
presentation of the Fund Holdings table is accurate, including with respect to the weightings of the different investment sleeves of the
portfolio. For further information, please see the response to Comment 26.

    - 7 -

Comment 23 – Principal Investment Strategies

The Staff notes the SPX Put
Selling component of the Fund’s strategy will comprise of 30-35% of the Fund’s assets. If the risk is limited to 35% of the
Fund’s assets, could shareholders potentially lose more than their principal invested in ELNs? Would this change if the Fund used
options directly? Please provide a supplemental explanation to the staff.

Response to Comment 23

The Fund cannot lose more
than the principal amount invested in the ELNs. As explained below, the Fund currently does not intend to utilize option contracts directly
to pursue its investment objective.

Comment 24 – Principal Investment Strategies

The Staff notes the Fund seeks
exposure to the put-writing strategy through investing in ELNs, but also provides that the Fund may “in its discretion, implement
this investment exposure with the sale of options directly.” Please confirm whether the Fund’s direct investment in option
contracts would be a principal strategy? If so, please summarize pursuant to Items 4 and 9 of Form N-1A, otherwise in accordance with
Item 16 of Form N-1A please revise to include this disclosure in the SAI.

Response to Comment 24

The Fund does not currently
intend to utilize option contracts directly as part of its principal investment strategies. As such, the disclosure has been moved to
the SAI in accordance with Item 16 of Form N-1A.

Comment 25 – Principal Investment Strategies

The Staff notes the Fund’s
principal investment strategies provide the “ELN portfolio will comprise approximately 30-35% of the Fund’s assets, and the
ELN portfolio is expected to provide exposure to put-writing that is equal to approximately 100% of the Fund’s assets.” Please
consider revising to use “assets” instead of “portfolio”.

Response to Comment 25

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

Comment 26 – Principal Investment Strategies

The Staff requests clarification
as to how the Fund’s ELN exposure, which is expected to be between 30-35% of the Fund’s assets, will implement a put-writing
strategy that provides exposure to 100% of the Fund’s assets.

Response to Comment 26

The ELNs will follow the Goldman
Sachs Enhanced Daily Put Writing Index (the “Put-Write Index”). The Put-Write Index sells one-day maturity options
that are so