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[Chapman
and Cutler LLP Letterhead]

July 18, 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 May 22, 2024 (each, a “Registration Statement”
and collectively, the “Registration Statements”). The Registration Statements relates to Innovator Equity Defined
Protection ETF – 2 Yr to October 2027; Innovator Equity Defined Protection ETF – 2 Yr to April 2027; Innovator Equity Defined
Protection ETF – 2 Yr to January 2027; Innovator Equity Defined Protection ETF – 2 Yr to October 2026; Innovator Equity Defined
Protection ETF – 1 Yr September (formerly Innovator Equity Defined Protection ETF – 1 Yr April); Innovator Equity Defined
Protection ETF – 1 Yr August (formerly Innovator Equity Defined Protection ETF – 1 Yr January); Innovator Equity Defined
Protection ETF – 1 Yr October; and Innovator Equity Defined Protection ETF – 6 Mo Apr/Oct (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 Statements. Please ensure that corresponding changes are made to all
similar disclosures. Please provide responses to all of the Staff’s comments on EDGAR at least five business days before the effective
date of each 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 of each Fund. Where the Registration Statement for each Fund has been revised in accordance with the
Staff’s comment, such revisions will be reflected in the revised Registration Statement provided to the Staff via supplemental
correspondence.

Comment 2 – General

The Staff requests confirmation
that each 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 submit a complete registration statement in its next filing for each Fund.

Comment 3 – General

The Registrant has indicated
to the Staff that it will seek an acceleration request for the Innovator Equity Defined Protection ETF – 1 Yr August (formerly
Innovator Equity Defined Protection ETF – 1 Yr January). Please confirm that the Trust will file another post-effective amendment
pursuant to Rule 485(a) of the Securities Act of 1933 (the “Securities Act”), and that such post-effective amendment
will include the updated powers of attorney and indemnification language required under Rule 484 of the Securities Act.

Response to Comment 3

The Trust confirms that it
will file a post-effective amendment updating the Registration Statement accordingly.

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.

    - 2 -

Comment 5 – General

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” and collectively,
the “Precedent Funds”). Please also confirm that each new Fund is materially identical to its Precedent Fund, except
for the respective Outcome Period and Cap, as applicable.

Response to Comment 5

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 Equity Defined Protection
    ETF – 6 Mo Apr/Oct

    Filing date: May 22, 2024

    Post-Effective Amendment No. under
    1933 Act: 1175

    Accession No.: 0001213900-24-045933

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2026

    Filing date: April 1, 2024

    Post-Effective Amendment No. under
    1933 Act: 1132

    Accession No.: 0001213900-24-028098

    Innovator Equity Defined Protection
    ETF – 1 Yr October

    Filing date: May 22, 2024

    Post-Effective Amendment No. under
    1933 Act: 1176

    Accession No.: 0001213900-24-045936

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2026

    Filing date: April 1, 2024

    Post-Effective Amendment No. under
    1933 Act: 1132

    Accession No.: 0001213900-24-028098

    Innovator Equity Defined Protection
    ETF – 1 Yr August

 (formerly Innovator Equity Defined Protection ETF – 1 Yr January)

    Filing date: May 22, 2024

    Post-Effective Amendment No. under
    1933 Act: 1177

    Accession No.: 0001213900-24-045938

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2026

    Filing date: April 1, 2024

    Post-Effective Amendment No. under
    1933 Act: 1132

    Accession No.: 0001213900-24-028098

    Innovator Equity Defined Protection
    ETF – 1 Yr September

 (formerly Innovator Equity Defined Protection ETF – 1 Yr April)

    Filing date: May 22, 2024

    Post-Effective Amendment No. under
    1933 Act: 1178

    Accession No.: 0001213900-24-045939

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2026

    Filing date: April 1, 2024

    Post-Effective Amendment No. under
    1933 Act: 1132

    Accession No.: 0001213900-24-028098

    - 3 -

    Innovator Equity Defined Protection
    ETF – 2 Yr to October 2026

    Filing date: May 22, 2024

    Post-Effective Amendment No. under
    1933 Act: 1179

    Accession No.: 0001213900-24-045940

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2026

    Filing date: April 1, 2024

    Post-Effective Amendment No. under
    1933 Act: 1132

    Accession No.: 0001213900-24-028098

    Innovator Equity Defined Protection
    ETF – 2 Yr to January 2027

    Filing date: May 22, 2024

    Post-Effective Amendment No. under
    1933 Act: 1180

    Accession No.: 0001213900-24-045943

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2026

    Filing date: April 1, 2024

    Post-Effective Amendment No. under
    1933 Act: 1132

    Accession No.: 0001213900-24-028098

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2027

    Filing date: May 22, 2024

    Post-Effective Amendment No. under
    1933 Act: 1181

    Accession No.: 0001213900-24-045946

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2026

    Filing date: April 1, 2024

    Post-Effective Amendment No. under
    1933 Act: 1132

    Accession No.: 0001213900-24-028098

    Innovator Equity Defined Protection
    ETF – 2 Yr to October 2027

    Filing date: May 22, 2024

    Post-Effective Amendment No. under
    1933 Act: 1182

    Accession No.: 0001213900-24-045947

    Innovator Equity Defined Protection
    ETF – 2 Yr to April 2026

    Filing date: April 1, 2024

    Post-Effective Amendment No. under
    1933 Act: 1132

    Accession No.: 0001213900-24-028098

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

Comment 6 – 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. If there are any material differences, please supplementally identify
them.

Response to Comment 6

The Funds confirm that
there are no material differences in the disclosure.

    - 4 -

Comment 7 – General

The Staff notes that Innovator
Equity Defined Protection ETF – 2 Yr to October 2027, Innovator Equity Defined Protection ETF – 2 Yr to April 2027 and Innovator
Equity Defined Protection ETF – 2 Yr to January 2027 will be launching in 2025. Please explain why the Registration Statements are
being filed at this time and what the Trust is planning with these Funds.

Response
to Comment 7

The Board of Trustees of
the Trust approved the establishment of each series and authorized the filing of the initial registration statement consistent with
a broader marketing strategy the Trust is pursuing in light of competitors in the marketplace.  In light of the timing gap
between the filing of the initial registration statement for these funds and the anticipated launch date, the Trust will endeavor to
make any necessary and timely revisions to the applicable Registration Statement (including, but not limited to, updates to the
exposure and concentration of the Fund in light of the Underlying ETF’s holdings at the time of launch and any attendant risk
disclosure revisions).

Comment 8 – Fee Table

Please supplementally explain
to the Staff why the management fee is blank. The Staff notes the Funds have the same unitary fee structure as existing versions of the
Funds. The existing versions of the Funds currently disclose a unitary management fee of 0.79%. Please confirm the unitary management
fee will be disclosed and that if the Funds should adopt a Rule 12b-1 Plan, the Registration Statements will be revised accordingly.

Response to Comment 8

The management fee was left
blank for this initial filing because the management fee for each Fund was not yet approved by the Board of Trustees. The Funds confirm
that the unitary management fee will be disclosed in the next post-effective amendment and that it will be the same as the Precedent Funds.
Further, if the Funds adopt a Rule 12b-1 Plan, the Registration Statements will be revised accordingly.

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
each Fund currently has not adopted a Rule 12b-1 Plan and has no plan to adopt a Rule 12b-1 Plan. If a Rule 12b-1 Plan is adopted
in the future, such Fund will make such filings and revisions as necessary.

    - 5 -

Comment 10 – Management of the Fund

In the section entitled, “Management
of the Fund,” the Staff notes the disclosure with respect to the portfolio managers does not meet the requirements of Item 10(a)(2) of Form N-1A. Please
review and revise accordingly.

Response to Comment 10

The Registrant confirms that
the referenced disclosure has been revised to comply with the requirements of Item 10(a)(2) of Form N-1A.

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
Regarding the Declaration of Trust” subsection of each prospectus does not include the sentence previously agreed to with the Trust
regarding the arbitration carveout. Please revise to include the previously agreed to disclosure so that a reasonable shareholder would
understand that arbitration provisions do not apply to claims under the federal securities laws.

Response to Comment 11

Each prospectus has been revised
in accordance with the Staff’s comment.

Comment 12 – Statement of Additional Information

The Staff notes that each
Fund’s concentration policy in the SAI references a defined term that is missing from the SAI. Please revise the SAI to define such
term. Additionally, to the extent missing, please add the required concentration disclosure to the Item 4 disclosure in each Fund’s
prospectus and include appropriate attendant risk disclosure.

Response to Comment 12

The prospectus and SAI have
been revised in accordance with the Staff’s comment.

Comment 15 – Statement of Additional Information

The Staff notes the section entitled “Investment Adviser and Other Service Providers”
does not include disclosure required by Item 19(a)(3)(i) and (ii). Please revise to include or explain to the Staff why such disclosure
is not required.

Response to Comment 15

Item 19(a)(3)(i) of Form N-1A
requires a fund disclose the total dollar amounts “paid to the adviser (aggregated with amounts paid to affiliated advisers, if
any), and any advisers who are not affiliated persons of the adviser, under the investment advisory contract for the last three fiscal
years.” Additionally, Item 19(a)(3)(ii) of Form N-1A requires the disclosure, if applicable, of “any credits that reduced
the advisory fee for any of the last three fiscal years.” As each Fund has not yet commenced operations, the Funds have not paid
the Adviser under the investment advisory contract, nor have any credits reducing the advisory fee be incurred, and therefore, no such
information is available to be disclosed.

    - 6 -

Comment 16 – General

Please confirm that all Funds
in the same series have identical disclosures apart from names and defined outcome periods. Please supplementally identify any additional
material differences.

Response to Comment 16

The Trust confirms such disclosures
are identical, except as necessary to update the names of the funds, the defined outcome periods, and respond to any new comments from
the Staff.

*   *   *   *   *   *   *   *

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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