SecProbe.io

CORRESP
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[Chapman
and Cutler LLP Letterhead]

February 7, 2025

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 on January 6, 2025, 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 Premium Income –
Daily PutWrite 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 – Principal Investment Strategies

The staff of the Commission
(the “Staff”) notes that the “Principal Investment Strategies” section currently states, “The Fund
seeks to provide current income through monthly distributions generated primarily from premiums received from the implementation of the
Options Strategy.” Please enhance this disclosure to clarify that the Fund may implement the Options Strategy from both the indirect
levered exposure via the equity-linked notes (“ELNs”) and the directly by writing put options.

Response to Comment 1

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

Comment 2 – General

The Staff requests all
references to the “potential for capital appreciation” be removed, as agreed up on by the Fund in prior correspondence with
the Commission.

Response to Comment 2

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

Comment 3 – Principal Investment Strategies

To the extent that the
Fund has included risk disclosure in the Item 4 summary section, please note that the Fund is still required to provide Item 4 principal
strategy disclosure. Accordingly, please confirm that the Fund includes an Item 4 risk summary attendant risk disclosure as required by
Item 4(b)(1)(i) or revise the disclosure accordingly. See also, Item 9(c) of Form N-1A.

Response to Comment 3

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

Comment 4 – Principal Investment Strategies

The Staff notes the disclosure
discusses the Fund’s use of money market funds for purposes of its principal investment strategies, while other times it does not.
The Principal Investment Strategies section currently provides the below. Please revise for clarity and consistency.

“As further described below, the
Fund seeks to achieve its investment objective by implementing an investment strategy that invests: (i) a portion of its assets in select
equity securities that comprise a broad U.S. large capitalization equity index; (ii) in financial instruments that provide leveraged exposure
to the investment performance of a daily “put-write” options portfolio (the “Options Strategy”); and (iii) in
U.S. Treasury bills (“U.S. T-Bills”) and/or money market funds.”

Response to Comment 4

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

    - 2 -

Comment 5 – Solactive GBS United States 500 Index

Please discuss, in an
appropriate location, any affiliation the Index Provider has with the Fund, the Adviser or the Sub-Adviser.

Response to Comment 5

There is no affiliation
between the Index Provider and any of the Fund, the Adviser or the Sub-Adviser.

Comment 6 – Solactive GBS United States 500 Index

In an appropriate location
in the prospectus, please disclose that the Solactive GBS United States 500 Index (the “Index”) excludes dividends,
which may be a significant source of positive performance for the Index. Please explain the ramifications of this in plain English, as
the Fund seeks to provide the potential for “capital appreciation by replicating the returns of this Index.” Additionally,
please disclose why the Index is appropriate given that the Fund’s investments provide dividends while this Index excludes dividends,
and its returns are lower than a total return index.

Response to Comment 6

The Fund respectfully
declines the Staff’s comment. The Solactive GBS United States 500 Index does not exclude dividends. The Solactive index is calculated
on a price return, net total return, and gross total return basis. Further, the methodology provides “[a]ny dividends or other distributions
are reinvested across the entire basket of [Index components] by means of a divisor at the opening of the effective date (the so-called
ex-date) of the payment of such dividend or other distribution.” The Fund will report performance of a broad-based index in accordance
with the requirements for Form N-1A.

Comment 7 – Solactive GBS United States 500 Index

With respect to the response
letter dated June 21, 2024, please confirm your response to Comment 53 (i.e., that the Fund will still use the S&P 500®
Index as its broad-based securities market index).

Response to Comment 7

The Fund confirms it
will use the S&P 500® Index as its broad-based securities market index.

    - 3 -

Comment 8 – Principal Investment Strategies

Within the “Current
Income” subsection, please add the relevant percentage as the Fund does in the prior paragraph for the equity securities component
of the “Capital Appreciation” sleeve.

Response to Comment 8

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

Comment 9 – Principal Investment Strategies

Please describe the defined
term, SPX, in greater detail. The Staff would not object to the additional disclosure being added to Item 9. Please add the same disclosure
for the S&P 500® Index as was added for the Solactive GBS United States 500 Index in this section. Additionally, please
supplementally confirm to the Staff that the index provider for SPX is not affiliated with the Fund, the Adviser, nor the Sub-Adviser.

Response to Comment 9

The prospectus has been
revised in accordance with the Staff’s comment, as reflected in Exhibit A. The Fund also confirms that the index provider
for SPX is not affiliated with the Fund, the Adviser or the Sub-Adviser.

Comment 10 – Principal Investment Strategies

Concerning the Fund’s
ELNs, please enhance, in plain English, the disclosure regarding the ELNs’ credit quality rating. The Staff notes the “Restricted
Securities Risk” provides “[t]he ELNs will not be given a credit rating, and the Fund will be reliant on the Adviser and Sub-Adviser
to evaluate the creditworthiness of the underlying security.” Please add corresponding disclosure to the Item 4 strategy summary.
Additionally, please explain what the intended credit rating will be. For example, does the Fund intend to invest in ELNs that, if rated,
would be the equivalent of junk bonds? If so, state as much and add attendant risks to the “Equity-Linked Notes Risk.”

Response to Comment 10

The prospectus has been
revised in accordance with the Staff’s comment, as reflected in Exhibit A. The Fund does not intend to invest in ELNs that,
if rated, would be the equivalent of junk bonds.

Comment 11 – Principal Investment Strategies

Are there any other characteristics
that apply in the Adviser and Sub-Adviser’s evaluation of ELNs? Please include a discussion on the maturities of the ELNs.

Response to Comment 11

The Fund believes that
the prospectus, as revised and reflected in Exhibit A, discloses the material characteristics of the ELNs that are proposed to
be invested in by the Fund.

    - 4 -

Comment 12 – Principal Investment Strategies

The Staff notes the prospectus
provides “[t]he Fund implements the Options Strategy through investments in equity-linked notes (“ELNs”) that
provides leveraged exposure to the Options Strategy or through a combination of ELNs and put options sold by the Fund directly.”
Please revise this sentence for clarity in plain English. Additionally, please confirm whether the first reference in this sentence to
the “Options Strategy” accurate? Please consider updating the first reference to the Goldman Sachs Enhanced Daily Put Writing
Index.

Response to Comment 12

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

Comment 13 – Principal Investment Strategies

Please disclose the differences
in the investment strategy if the Fund were to implement the Options Strategy solely through ELNs versus a “combination of ELNs
and put options sold by the Fund directly.” For example, would the type of ELNs differ if the Fund uses one strategy or the other?

Response to Comment 13

The Fund confirms that
the Fund will obtain investment exposure to the same single-day, 5 delta, out-of-the-money put option contracts by either writing the
put option contracts directly or through investments in ELNs. The prospectus has been revised in accordance with the Staff’s comment,
as reflected in Exhibit A.

Comment 14 – Principal Investment Strategies

In plain English, please
revise the disclosure in the Principal Investment Strategies to better clarify how the Fund will use option contracts directly to achieve
its investment objective. Further please revise to distinguish the indirect leveraged options component the Fund will experience via the
ELN imbedded in the Goldman Sachs Enhanced Daily Put Writing Index versus the Fund’s direct investment in options. In those revisions,
please make clear that the Fund’s direct options writing strategy does not include leverage, if that is accurate.

Response to Comment 14

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

    - 5 -

Comment 15 – Principal Investment Strategies

If the Fund has an allocation
policy between a direct options writing strategy versus the ELN investments, please disclose such policy along with attendant risks.

Response to Comment 15

The Fund does not have
a stated or static allocation policy between writing option contracts directly and/or investing in ELNs to get its exposure to Daily Put
Options. That notwithstanding, the prospectus has been revised to clarify how the Fund will obtain such exposure, as reflected in Exhibit
A.

Comment 16 – Principal Investment Strategies

Within the “Current
Income” subparagraph, please make the leveraged disclosure more prominent.

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 asks the Fund
please add disclosure regarding money market funds within the “Current Income” subparagraph. The Staff notes that the text
above this subparagraph discusses a money market component in the Fund’s principal strategies, but this subparagraph does not discuss
money market funds. Please rectify and harmonize.

Response to Comment 17

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

    - 6 -

Comment 18 – Principal Investment Strategies

Please disclose whether
the income generated from the ELNs can vary, and if so, under what circumstances.

Response to Comment 18

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

Comment 19 – Principal Investment Strategies

Regarding the “Innovator
Equity Premium Income – Daily PutWrite ETF – Fund Holdings” chart, please revise the last column titled “Investment
Function” to make clear that these are sought-after goals. As currently written, it gives the impression that these goals are guaranteed.

Response to Comment 19

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

Comment 20 – Principal Investment Strategies

As discussed with the
Staff, please note that the reference to 30–35% should be revised to 25% in the “Innovator Equity Premium Income – Daily
PutWrite ETF – Fund Holdings” chart. Please revise any related disclosure 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

With respect to the “Investment
Details” column in the “Innovator Equity Premium Income – Daily PutWrite ETF – Fund Holdings” chart, would
it be more accurate to state that the Fund will have exposure as opposed to the Fund seeks exposure? Please revise accordingly.

Response to Comment 21

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

    - 7 -

Comment 22 – Principal Investment Strategies

The Staff asks the Fund
to harmonize the text within the “Options Strategy” subsection to specify the “one or more financial instruments”
as the Staff believes the current disclosure creates ambiguity.

Response to Comment 22

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

Comment 23 – Principal Investment Strategies

The Staff requests the
Fund revise the disclosure within the Options Strategy subsection to clarify the features of the options the Fund will write directly
versus those of the imbedded options component of the ELN, including the risks attendant thereto.

Response to Comment 23

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

Comment 24 – Principal Risks

The Staff notes the disclosure
in Item 4 risk section refers to FLEX Options, yet the rest of the disclosure is silent regarding such options. Please rectify and harmonize.
The Staff notes the earlier comments issued were to clarify the types of options the Fund will use for its principal strategies.

Response to Comment 24

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

Comment 25 – General

Please confirm the Fund,
the Adviser, nor the Sub-Adviser, is not an affiliate of the Index owner or any of the index’s third-party data providers, to the
extent there are any such providers.

Response to Comment 25

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

    - 8 -

Comment 26 – General

Please disclose how investors
may access publicly available information about the Goldman Sachs Enhanced Daily Put-Writing Index and the index provider’s applicable
index methodology.

Response to Comment 26

The Fund will disclose
where such information is available when published and will provide the Staff with the methodology under separate cover. The prospectus
has been revised accordingly, as reflected in Exhibit A.

Comment 27 – Principal Investment Strategies

Please disclose the component’s
selection criteria for the Goldman Sachs Enhanced Daily Put-Writing Index. Additionally, please explain how index components are included
and excluded.

Response to Comment 27

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

Comment 28 – Principal Investment Strategies

Regarding the Goldman
Sachs Enhanced Daily Put-Writing Index, please disclose the rebalancing and reconstitution process, including the frequency and explaining
how and when the Index changes. Please disclose the number of index components.

Response to Comment 28

The Goldman Sachs Enhanced
Daily Put-Writing Index differs from more traditional equity indices. It rebalances/reconstitutes daily with a new sold 5 delta put option
contract that references SPX. It does not have additional components. These characteristics are disclosed in the Fund’s prospectus,
as reflected in Exhibit A.

Comment 29 – General

Regarding the Goldman
Sachs Enhanced Daily Put-Writing Index, please either confirm supplementally that Goldman Sachs performs all of these functions, or if
not, disclose how the process operates. For