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CORRESP
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[Chapman
and Cutler LLP Letterhead]

March 6, 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 February 21, 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 – Goldman Sachs Enhanced Daily Put Writing
Index

The Staff requests the Fund
provide a copy of the Goldman Sachs Enhanced Daily Put Writing Index white paper.

Response to Comment 1

The Registrant confirms it
will supplementally provide the white paper to the Staff.

Comment 2 – General

The Staff asks the Registrant
to please review the prospectus to ensure that all defined terms are used consistently and accurately

Response to Comment 2

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

Comment 3 – Principal Risks

The Staff notes the Registrant’s
response to comment 10 in the prior comment letter dated February 7, 2025 (the “Prior Letter”). The Staff notes that
the disclosure does not indicate the credit quality ratings that the ELNs utilized by the Fund will be. Please revise to include.

Response to Comment 3

The Registrant notes that
specific ELNs are not rated, unlike certain other debt instruments. The Fund has added disclosure regarding its assessment of the creditworthiness
of the specific ELN issuers, as reflected in Exhibit A.

Comment 4 – Principal Investment Strategies

The Staff notes that in the
Fund’s response to comment 19 from the Prior Letter, the Fund revised the last column in the “Innovator Equity Premium Income
– Daily PutWrite ETF – Fund Holdings” chart to detail the “Potential Investment Function.” The Staff asks
the Fund to consider revising “Potential” to “Intended”.

Response to Comment 4

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

Comment 5 – General

The Staff notes Comment 25
from the Prior Letter and asks that the Fund add further clarity regarding potential affiliations between the Fund, Adviser or Sub-Adviser
and the Index owner or any of the index’s third-party data providers.

Response to Comment 5

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

Comment 6 – Principal Investment Strategies

The Staff notes the following
disclosure should be revised for plain English such that a reasonable investor may understand:

“The Fund’s direct sale of Daily
Put Contracts, if any, is expected to be in amount such that the Options Strategy provides 100% notional exposure of the Fund’s
assets. Notional value is the total underlying amount of a derivatives trade and measures the economic exposure of a derivatives position.”

Response to Comment 6

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

********

    - 2 -

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

March 6, 2025

Prospectus

Innovator Equity Premium Income – Daily
PutWrite ETF

(__________— ____)

___________, ____

Innovator Equity Premium Income – Daily
PutWrite ETF (the “Fund”) is a series of Innovator ETFs® Trust (the “Trust”)
and an exchange-traded fund (“ETF”). The Fund lists and principally trades its shares (“Shares”)
on _________ (“_____” 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
    19

    Risks of Investing in the Fund
    21

    Management of the Fund
    30

    How to Buy and Sell Shares
    32

    Dividends, Distributions and Taxes
    33

    Distributor
    37

    Net Asset Value
    37

    Fund Service Providers
    39

    Premium/Discount Information
    39

    Other Investment Companies
    39

    Financial Highlights
    39

    i

Innovator
Equity Premium Income – Daily PutWrite ETF

Investment Objective

The Fund seeks to provide current
income while providing capital appreciation.

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 current income while maintaining
capital appreciation. The Fund will invest at least 80% of its net assets (including borrowings for investment purposes) in equity securities
and financial instruments that give economic exposure to equity securities through a daily put-write options strategy. 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”).

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. The Fund’s portfolio is designed
to produce the following investment profile:

 · Investment Growth Potential:

 o Capital Appreciation. The Fund invests approximately 50% of its net assets in the equity securities
of certain companies that are components of the Solactive GBS United States 500 Index (the “U.S. Equity Index”), a
broad U.S. large-capitalization equity index (the “Equity Portfolio”). Through the Equity Portfolio, the Fund seeks
to provide capital appreciation by experiencing the performance of the U.S. Equity Index to the extent of the Fund’s investment.
See “Investment Portfolio—Equity Portfolio” below for additional information.

 o Current Income. The Fund seeks to provide current income through monthly distributions generated
primarily from premiums received from the implementation of the Options Strategy. The Options Strategy generates income from investment
exposure to sold single-day expiration, “5 delta” out-of-the-money put option contracts that reference the S&P 500®
Price Return Index (“SPX”), a broad U.S. large-capitalization index that provides investment results substantially
similar to the U.S. Equity Index (the “Daily Put Contracts”). As further described below, a “5 delta” Daily
Put Contract is intended to have a 5% chance of finishing in-the-money, at which point the Fund’s investment in the Daily Put Contract
will experience a loss. As described further below, the Daily Put Contracts have expiration dates of the business day that immediately
follows the day the Daily Put Contract is entered into.

The Fund implements
the Options Strategy by investing approximately 25% of its net assets in either (1) equity-linked notes that provide leveraged (3.75x)
exposure to the Daily Put Contracts (“ELNs”) or (2) through a combination of ELNs and Daily Put Contracts sold directly
by the Fund. Pursuant to the Options Strategy, the Fund will seek to hold ELNs with leveraged exposure that, together with any direct,
unleveraged sales of Daily Put Contracts, will provide the Fund with exposure to Daily Put Contracts that cover approximately 100% of
the Fund’s net assets. The Fund also expects to receive income generated by its investments in U.S. T-Bills, money market funds
and dividends, if any, from its investments in components of the U.S. Equity Index, as detailed below. See “Investment Portfolio—Options
Strategy” below for additional information.

    2

 · Investment Loss Potential. On a daily
basis, the Fund will be subject to the downside performance of the Equity Portfolio and SPX by virtue of the Options Strategy. Through
the Equity Portfolio, the Fund has the potential for capital loss by experiencing the daily returns of the U.S. Equity Index to the extent
of the Fund’s investment. In addition, the Fund will experience losses from the Daily Put Contracts if the value of SPX falls below
the strike price either directly through any Daily Put Contracts written by the Fund, or via its investments in ELNs. As a result of the
leveraged exposure of the ELNs held by the Fund, the Fund is subject, on a daily basis, to accelerated losses (specifically, approximately
3.75x the difference between the ending price of SPX and the strike price, less the premiums received) up to the principal amount of the
ELNs held by the Fund. Therefore, losses experienced by the Fund through the Options Strategy may be greater than the losses incurred
by SPX due to the ELNs’ usage of leverage. The Fund’s monthly income payments to investors may not be sufficient to offset
any such losses on a total return basis. See “Options Strategy” below for additional information.

The Fund is classified as a
“non-diversified company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Portfolio

The Fund is designed to provide
monthly distribution payments while providing capital appreciation. The following chart represents the Fund’s portfolio, related
investment function of each component, and approximate weightings within the portfolio. The Fund is an actively managed fund, and accordingly,
the Sub-Adviser, subject to the supervision of the Adviser, has discretion to select the Fund’s investments and implement the Fund’s
investment strategies.

    Innovator Equity
Premium Income – Daily PutWrite ETF – Fund Holdings

    Portfolio Investment
    Approximate Weightings
    Investment Details
    Intended Investment Function

    Options Strategy
    25% of the Fund’s assets
    The Fund will have exposure to Daily Put Contracts that covers 100% of the Fund’s assets through a portfolio of leveraged ELNs or a combination of leveraged ELNs and Daily Put Contracts sold directly by the Fund.
    Provides the Fund with recurring monthly income.  The Options Strategy generates income in the form of premiums received while subjecting the Fund to potential downside exposure from losses experienced by SPX.  The ELNs provide leveraged (3.75x) exposure to sold Daily Put Contracts and, when combined with any Daily Put Contracts sold directly by the Fund, if any, provide income received for selling put options on 100% of the Fund’s net assets.  See “Principal Investment Strategies–Options Strategy” and “Additional Information About the Fund’s Principal Investment Strategies” for additional information.

    3

    Equity Portfolio
    50% of the Fund’s assets
    The Fund invests in a representative sample of equity securities of companies in the U.S. Equity Index.
    Provides capital appreciation by replicating the returns of the U.S. Equity Index while also providing dividend income, each to the extent of the Fund’s investment weighting.  See “Principal Investment Strategies–Equity Portfolio” for additional information.

    U.S. T-Bills and/or Money Market Funds
    25% of the Fund’s assets
    The Fund invests in: (1) U.S. T-Bills with maturities of less than one year; and/or (2) money market funds.
    Provides the potential for income and serves as collateral for put option contracts sold directly by the Fund, if any.  See “Principal Investment Strategies–U.S. Treasury Bills and Money Market Funds” for additional information.

Options Strategy

The Fund seeks to provide current
income through monthly distributions generated primarily from premiums received from obtaining leveraged exposure to the investment performance
of a daily “put-write” options portfolio. In general, an option contract is an agreement between a buyer and seller that gives
the purchaser of the option contract the right to buy or sell a particular asset at a specified future date at an agreed upon price. A
put option contract gives the buyer of the put option contract the right (but not the obligation) to sell, and the seller of the put option
contract (the “writer”) the obligation to buy, a specified amount of an underlying security at a pre-determined price (the
“strike price”). If the price of the reference asset finishes above the strike price, the option contract expires worthless
and the writer of the put option contract will experience a gain equal to the premium received for selling the option contract. If the
price of the reference asset fi