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CORRESP
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[Chapman
and Cutler LLP Letterhead]

August 2, 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
additional 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. The Fund’s name has been changed to “Innovator Hedged Nadaq-100
ETF.” Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

Comment 1 – Principal Investment
Strategies

The Staff notes the disclosure
states, “The operation of the call options within the Options Portfolio will limit the Fund’s upside exposure to increases
in the Nasdaq-100 Portfolio.” Please revise this concept throughout the prospectus to better clarify that the Fund will forego upside
returns of the Underlying ETF beyond the level of the strike price of each sold call option on the Underlying ETF over an Option Portfolio
Period.

Response to Comment 1

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

Comment 2 – Principal Investment
Strategies

Please add “Sought-After”
in the “Nasdaq-100 Portfolio Capital Appreciation” heading.

Response to Comment 2

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

Comment 3 – Principal Investment
Strategies

The Staff notes the disclosure
states, “The Fund’s option contracts not fully covered, meaning the Fund does not directly own all of the securities underlying
the option contracts.” Please clarify what is meant by “not fully covered.” Additionally, in Item 4, please state the
nature of the Fund’s uncovered options and include attendant risks associated with uncovered options.

Response to Comment 3

The Registrant notes the
Fund sells option contracts on the Underlying ETF, but the Fund does not directly own shares of the Underlying ETF. As a result, these
sold options are “uncovered” because the Fund has no direct position with which to fill the terms of the option contract.
However, as described in the prospectus, the Fund owns a representative sampling of securities of the Nasdaq-100 with substantially the
same investment exposure as the sold options on the Underlying ETF. The Registrant further notes that the Fund’s option contracts
are cash settled European style option contracts that expire at each Options Portfolio Period and may only be exercised on the expiration
date of the Options Portfolio Period. At the end of each Options Portfolio Period, if the Underlying ETF is trading above the strike
price of the Fund’s sold call options, the Fund would be required to sell holdings from the Nasdaq-100 Portfolio at the then current
trading price above the strike price of the Underlying ETF and use the cash proceeds to make payment on the sold call options obligations.
Therefore, the Fund’s loss exposure in the event the Fund’s sold call option is exercised is equal to any negative difference
between the Fund’s sale price of the underlying securities in the Nasdaq-100 Portfolio and the Underlying ETF strike price and
any transaction costs. While the Fund’s Options Portfolio also includes purchased and sold put options, with respect to the sold
put options, the negative downside of the sold put option is covered by the purchased put option. The Registrant has added disclosure
relating to the uncovered nature of the option contracts in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 4 – Statement of Additional Information

The Staff notes the Registrant
does not currently provide its top adviser and sub-adviser in in the section entitled “Investment Adviser and Other Service Providers.”
Please update this section as required by Item 19(a)(3)(i) and (ii) or explain to the Staff why the disclosure is not required.

Response to Comment 4

Item 19(a)(3)(i) of Form N-1A
requires a fund to 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 the Fund has not yet commenced operations, the Fund has not paid the
Adviser or Sub-Adviser under its investment advisory contracts, nor have there been any credits reducing the advisory fees, and therefore,
no such information is available to be disclosed.

    - 2 -

Comment 5 – General

Please ensure that the Fund
has disclosed the attendant risks that are material to Fund shareholders with respect to the Fund’s use of option contracts to implement
its investment strategy.

Response to Comment 5

The Registrant believes that
the disclosure in the registration statement adequately includes the attendant risks that are material to Fund shareholders with respect
to the Fund’s use of option contracts, including disclosures relating to uncovered option contacts and options risks. The revised
disclosure is reflected in Exhibit A.

********

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

    - 3 -

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

August 2, 2024

Prospectus

Innovator Hedged Nasdaq-100 ETF

(The NASDAQ Stock Market LLC — QHDG)

________, 2024

Innovator Hedged Nasdaq-100 ETF (the “Fund”)
is a series of Innovator ETFs Trust (the “Trust”) and an exchange-traded fund (“ETF”). Shares of
the Fund (“Shares”) are listed and principally traded on The NASDAQ Stock Market LLC (“Nasdaq” or
the “Exchange”). Market prices may differ to some degree from the net asset value of Shares. Unlike mutual funds, the
Fund issues and redeems Shares at net asset value only in large blocks of Shares called “Creation Units.” The Fund is a series
of the Trust and is an actively managed exchange-traded fund organized as a separate series of a registered management investment company.

The U.S. Securities and Exchange Commission
(“SEC”) has not approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.

Table of Contents

    Summary Information
    1

    Additional Information About
    the Fund’s Principal Investment Strategies
    17

    Fund Investments
    18

    Additional Risks of Investing
    in the Fund
    19

    Management of the Fund
    28

    How to Buy and Sell Shares
    31

    Dividends, Distributions and
    Taxes
    32

    Distributor
    36

    Net Asset Value
    36

    Fund Service Providers
    38

    Premium/Discount Information
    38

    Other Investment Companies
    38

    Financial Highlights
    38

    ii

Innovator
Hedged Nasdaq-100 ETF

Investment Objective

The Fund seeks to provide capital
appreciation and a level of hedged downside protection.

Fees and Expenses of the
Fund

This table describes the fees and expenses that
you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage
commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Annual Fund Operating Expenses (expenses that you pay each year
as a percentage of the value of your investment)

    Management Fees
    0.79%

    Distribution and Service (12b-1) Fees
    0.00%

    Other Expenses(1)
    0.00%

    Total Annual Fund Operating Expenses
    0.79%

 (1) “Other Expenses” are estimates based on the expenses
the Fund expects to incur for the current fiscal year.

Example

This example is intended to help you compare the
cost of investing in the Fund with the cost of investing in other funds. This example assumes that you invest $10,000 in the Fund for
the time periods indicated and then sell all of your Shares at the end of those periods. The example also assumes that your investment
has a 5% return each year and that the Fund’s operating expenses remain at current levels. This example does not include the brokerage
commissions that investors may pay to buy and sell Shares.

    1 Year
    3 Years

    Although your actual costs may be higher or lower, your costs, based on these assumptions, would be:
    $81
    $252

Portfolio Turnover

The Fund pays transaction costs,
such as commissions, when it purchases and sells securities (or “turns over” its portfolio). A higher portfolio turnover will
cause the Fund to incur additional transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs,
which are not reflected in Total Annual Fund Operating Expenses or in the example, may affect the Fund’s performance. Because the
Fund has not yet commenced operations, portfolio turnover information is unavailable at this time.

    1

Principal Investment Strategies

The Fund is an actively managed
exchange-traded fund (“ETF”) that, under normal market circumstances, seeks to provide capital appreciation through
exposure to the constituents in the Nasdaq-100® Index (the “Nasdaq-100”) while providing a level of
downside or “hedged” protection. 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. As further described below, to achieve
its investment objective, the Fund intends to invest in:

 (i) a portfolio of common stocks that are representative of the Nasdaq-100 (the “Nasdaq-100 Portfolio”)
to seek to provide capital appreciation. See “Nasdaq-100 Portfolio” below for additional information; and

 (ii) put and call option contracts (the “Options Portfolio”) with durations of approximately
three months from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of each year (each, an
“Options Portfolio Period”) that seek to provide a level of hedged downside protection for the Fund from 5% to 15%
of Invesco QQQ TrustSM, Series 1 (the “Underlying ETF”) losses over the term of the respective Options Portfolio
Period. The Fund will forego upside returns of the Nasdaq-100 Portfolio beyond the level of the strike price of each sold call option
on the Underlying ETF over an Option Portfolio Period. See “Options Portfolio Hedged Downside Protection” below
for additional information.

The Fund’s investment
adviser is Innovator Capital Management, LLC (“Innovator” or the “Adviser”) and the Fund’s
investment sub-adviser is Milliman Financial Risk Management LLC (“Milliman” or the “Sub-Adviser”).
The Fund is classified as a “non-diversified company” under the Investment Company Act of 1940, as amended (the “1940
Act”).

Nasdaq-100
Portfolio Sought-After Capital Appreciation

The Sub-Adviser expects, under
normal market circumstances, to invest the Fund’s net assets in the common stock of companies that comprise the Nasdaq-100 through
the implementation of a representative sampling strategy that seeks to replicate the performance of the Nasdaq-100. The Nasdaq-100 includes
100 of the largest domestic and international non-financial companies listed on the Nasdaq Stock Market based on market capitalization.
The Nasdaq-100 is a modified market capitalization-weighted index with significant exposure to large capitalization companies.

Through the Nasdaq-100 Portfolio,
the Fund seeks to have full exposure to the returns of the Nasdaq-100, subject to the Fund’s hedging strategy and corresponding
return, which is subject to the upside limitations described below. Through representative sampling, the Nasdaq-100 Portfolio is
not expected to include each of the common stocks of the companies that comprise the Nasdaq-100 and the Fund’s position in an individual
stock may be overweight or underweight as compared to the Nasdaq-100. However, the Sub-Adviser will seek to replicate the Nasdaq-100 by
adjusting the Fund’s investment weightings of the securities in the Nasdaq-100 Portfolio so as to provide the Fund investment returns
that are substantially similar to the Nasdaq-100 to invest in a manner that achieves a high degree of correlation with the performance
of the Nasdaq-100. The Fund expects that any dividends the Fund receives from its investment in common stocks
that comprise the Nasdaq-100 will be distributed to shareholders on a quarterly basis.

    2

Options Portfolio Hedged Downside Protection

Hedging
Strategy

The Fund seeks to provide shareholders
with the potential for hedged downside protection against significant declines in the Nasdaq-100 Portfolio through an Options Portfolio
that references the price return (i.e., the change in the price of a specified asset, excluding any dividends paid) of the Underlying
ETF, a unit investment trust that seeks to track the investment results, before fees and expenses, of the Nasdaq-100. While the Sub-Adviser
will seek to construct the Options Portfolio contracts on the Underling ETF, which has a substantially similar investment exposure to
the Nasdaq-100 Portfolio, any differences between the return of the Nasdaq-100 Portfolio versus that of the Underlying ETF may cause investors
to not receive the full benefit of the hedging strategy, which is also not guaranteed. See “Options Portfolio” and “Option
Contracts Risk” Below. The Options Portfolio is structured to seek to provide the Fund with hedged downside protection against Underlying
ETF losses between 5% and 15% for each Option Portfolio Period. The Fund will bear the first 5% of Underlying ETF losses and all Underlying
ETF losses exceeding 15% on a one-to-one basis over an Option Portfolio Period. Such protection may only be realized by investors who
continuously hold Shares from the commencement of the approximately three-month Options Portfolio Period until its conclusion. To the
extent an investor purchases or sells Shares after the Options Portfolio contracts are entered into or before the expiration of an Option
Portfolio Period, such investor may not receive the full sought-after hedging strategy. The sought-after downside hedged protection is
not guaranteed and is provided prior to taking into account the Fund’s annual management fee of 0.79%, transaction fees and any
extraordinary expenses incurred by the Fund. These fees will have the effect of lowering the sought-after hedged downside protection for
investors. The Fund may not be successful in limiting losses for investors through its usage of put option contracts in the Options Portfolio.

The implementation of the sought-after
hedged downside protection is paid for through the selling of call option contracts within the Options Portfolio. The Fund will forego
upside returns of the Nasdaq-100 Portfolio beyond the level of the strike price of each sold call option on the Underlying ETF over an
Option Portfolio Period.  In a market environment where the level of the Nasdaq-100 is increasing above the strike prices of th