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CORRESP
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[Chapman
and Cutler LLP Letterhead]

May 2, 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 March 28, 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 26, 2025 (the “Registration Statement”. The Registration Statement relates to the Innovator Equity Managed
Buffer ETFÔ (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 Registrant acknowledges
the Staff’s comment and confirms that corresponding changes made in response to the Staff’s comments have been made to any
similar disclosure throughout the Registration Statement. Further, the Registrant will provide the Staff with a response letter in the
form of correspondence at least five business days before effectiveness. Where the Registration Statement for the 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 notes that certain
information is blank in the Registration Statement. Please ensure that all the disclosures are updated and 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.
The Staff requests confirmation that the Fund’s next filing will consist of a full registration statement, including all exhibits.

Response to Comment 2

The Registrant confirms that
it will provide the Staff with completed drafts via supplemental correspondence at least five business days prior to the date of effectiveness
of the Registration Statement. The Registrant further confirms that it will submit a full registration statement in the next filing for
the Fund.

Comment 3 – General

Please note when a comment
is made in one location it is applicable to all similar disclosure appearing elsewhere in the Registration Statement. It is incumbent
on the Registrant to make all necessary revisions accordingly.

Response to Comment 3

The Registrant confirms it
has applied all comments globally, as applicable.

Comment 4 – General

Please note that unless the
Staff phrases a comment as being for the Registrant’s consideration, the Staff requests that the Registrant does not rephrase the
comment that way in the comment response letter.

Response to Comment 4

The Registrant confirms it
has not rephrased any comments herein.

Comment 5 – 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 Statement’s facts and circumstances. Please cite to any legal authority
that supports such views.

Response to Comment 5

The Registrant confirms it
will provide the requested analysis to the extent any comments are declined.

    -2-

Comment 6 – Cover Page

The Staff notes the cover
page for the Fund does not include the following disclosure that was included in the Innovator Equity Managed Floor ETF’s cover
page:

“Before you invest, you may want
to review the Fund’s prospectus, which contains more information about the Fund and its risks. You can find the Fund’s prospectus
(including amendments and supplements) and other information about the Fund, including the Fund’s statement of additional information
and shareholder report, online at http://www.innovatoretfs.com/etf/?ticker=sflr. You can also get this information at no cost by calling (800)
208-5212, sending an email request to info@innovatoretfs.com or from your financial professional. The Fund’s prospectus and
statement of additional information, both dated February 28, 2025, as amended and supplemented from time to time, are incorporated
by reference into this Summary Prospectus.”

Please revise to include.

Response to Comment 6

The Registrant respectfully
declines to add the requested disclosure. The referenced disclosure is contained in the summary prospectus for the Innovator Equity Managed
Floor ETF, and is included pursuant to Rule 498, which is not applicable here. Similar disclosure will be included in the Fund’s
summary prospectus when filed.

Comment 7 – Fee Table

The Staff notes that the Fund’s
fee table does not include the footnote for “Other Expenses” that provides that such expenses are estimates for the period,
as required by Form N-1A. Please revise accordingly.

Response to Comment 7

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

    -3-

Comment 8 – Solactive GBS United States 500 Index

The Staff notes that the Solactive
GBS United States 500 Index (the “Equity Portfolio Index”), is a price return index. If the Fund does not disclose
that the Equity Portfolio Index is a price return index, the Staff requests the Fund add disclosure that the index only reflects the changes
in price of the underlying stocks and not any dividends paid by the constituents of the index, as well as the significance of such distinction.

Response to Comment 8

The Registrant respectfully
declines to add any disclosure regarding the calculation of returns of the Equity Portfolio Index. According to the index methodology,
there are three calculations of the Equity Portfolio Index, price return, net total return and gross total return. The Fund is not an
index tracking fund. Rather, it invests in a representative sample of the securities that comprise the Equity Portfolio Index as part
of its principal investment strategies. Further, the Fund will receive dividends from its investments in the equity securities of the
components of the Equity Portfolio Index. Accordingly, the Fund believes that disclosing that one of the calculation methods of the Equity
Portfolio Index is based solely on the changes in price of the underlying stocks and does not include dividends, may be misleading to
investors as the Fund’s returns will reflect dividends received from the constituents of the Equity Portfolio Index.

Comment 9 – Principal Investment Strategies

The Staff requests the following
disclosure be made more prominent so that the importance of the timing of purchases and sales by an investor, and such impact on the buffers,
is more easily understood:

“Additionally, the time an investor
purchases Shares of the Fund or sells Shares of the Fund could impact the extent to which such investor benefits from a specific buffer
provided by a put option contract. If an investor purchases Shares of the Fund after the option contracts for an Options Portfolio
were entered into or does not stay invested in the Fund for the entire duration of the respective put option contract, such investor may
not fully benefit from the sought-after downside protection of that put option contract.”

Response to Comment 9

In accordance with the Staff’s
comment, the prospectus has been revised to include similar disclosure in the bullet points summarizing the investment strategy at the
beginning of the “Principal Investment Strategies” section, as reflected in Exhibit A.

Comment 10 – Principal Investment Strategies

That Staff notes the indicated
disclosure below appears to be contradictory, and should be revised for consistency:

“[t]he Fund invests in net assets
in equity securities of certain U.S. large capitalization companies, subject to the limitations on upside exposure further described
below” (emphasis added)

“The Fund’s option strategy
may cause the Fund to forego a portion of any upside returns of the Equity Portfolio” (emphasis added).

Response to Comment 10

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

Comment 11 – Principal Investment Strategies

Please confirm whether the
Fund’s U.S. large capitalization exposure be limited to Equity Portfolio Index. If so, please clarify that in the disclosure.

Response to Comment 11

The Fund confirms that the
Fund’s Equity Portfolio U.S. large capitalization exposure is limited to the Equity Portfolio Index. Accordingly, the prospectus
has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

    -4-

Comment 12 – Principal Investment Strategies

The Staff notes the below
disclosure and asks the Fund to consider making such disclosure more prominent:

“While the Sub-Adviser will seek
to construct the Options Portfolio contracts with substantially similar investment exposure to the Equity Portfolio, any differences between
the return of the Equity Portfolio Index versus that of the U.S. Large Cap Index may cause investors to not receive the full benefit of
the Fund’s sought-after buffers, which is not guaranteed. In such a scenario, the Fund may experience losses. Additionally, the
sought-after buffers are provided based on the Fund’s NAV on the day the respective put option contract is entered into for the
respective buffers, however the Fund’s Shares trade at market prices on the Exchange. To the extent there is a discrepancy between
the Fund’s NAV and market price when an investor buys or sells Shares, or when a put option contract expires, it may impact the
sought-after buffers such investor experiences.”

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

The Staff notes the Fund’s
usage of the term “protective purchased put option contracts.” The Staff requests wherever the Fund uses such language (i.e.,
protection, protective, protect), please make it clear that such component is not guaranteed.

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 the following
disclosure:

“The Fund will not concentrate (i.e.,
holds 25% or more of its total assets) in the securities of a particular industry or group of identified industries. As of the date of
this prospectus, the Fund has significant exposure to the information technology sector.”

Please disclose what the Fund
means by “significant exposure” and whether the Fund is actually concentrated. Please also ensure that the concentration policy
disclosed in the Fund’s principal investment strategies is consistent with the Fund’s fundamental policy on concentration
and revise as necessary.

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

The Staff notes the Fund provides
“[t]he Sub-Adviser will seek to construct the Options Portfolio contracts with investment exposure that is substantially the same
as the Equity Portfolio.” The Staff requests the Fund either define what the Fund means by “substantially the same”
or delete the reference thereto.

Response to Comment 15

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

Comment 16 – Principal Investment Strategies

The Staff notes the Fund provides
“In this regard, the Sub-Adviser expects each Options Portfolio to be comprised of exchange-traded put and call option
contracts that reference the price return…” (emphasis added). The Staff requests the Fund revise this disclosure (and all
similar disclosure) to indicate what the Sub-Adviser will do or intends to do. See Items 4 and 9 of Form N-1A.

Response to Comment 16

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

Comment 17 – Principal Risks

The Staff notes that the “Upside
Participation Risk” includes disclosure (listed below) that appears to have contradictory text; please revise for clarity and consistency
that the upside potential for the Fund is limited.

“There can be no guarantee that
the Fund will be produce upside returns that correlate to increases of the Equity Portfolio Index over time.”

“Additionally, the Fund’s
sold call option contracts effectively sell potential upside of the U.S. Large Cap Index in return for a premium received, which could
have a negative impact on the Fund’s performance.”

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 Risks

The Staff notes the Fund’s
“Equity Securities Risk” should have correlating disclosure regarding specific equities for direct and indirect investments,
and notes the Fund’s earlier text only lists common stock. Please revise for accuracy, because as currently written the disclosure
suggests the Fund can invest in equity securities beyond common stocks.

Response to Comment 18

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

Comment 19 – Principal Risk

The Staff notes the Fund’s
“Liquidity Risk” provides:

“The Fund’s investments are
subject to liquidity risk, which exists when an investment is or becomes difficult or impossible to purchase or sell at an advantageous
time and price.”

Please confirm that the Fund
will not invest in illiquid securities as part of its principal investment strategies. See Items 4 and 9 of Form N-1A. If so, please
revise the disclosure accordingly including the summary and risk section.

Response to Comment 19

The Fund confirms that it
will not invest in illiquid securities as part of its principal investment strategies.

Comment 20 – Additional Information
About the Fund’s Principal Investment Strategies

The Staff notes that certain
disclosure in the “Additional Information About the Fund’s Principal Investment Strategies” section merely repeats or
is substantially identical to the information included in the summary prospectus. Please consider revising the disclosure to remove duplicative
disclosure. In this regard, Form N-1A provides that the principal investment strategies and risks required in Item 4 summary section should
be based on the information given in response to Item 9 of Form N-1A and should be a summary of that information. Form N-1A also provides
that information given in response to Items 2-8 need not be repeated elsewhere. See Form N-1A; IM Guidance Update 2014-08 (June 2014).

Response to Comment 20

The Registrant has reviewed
the disclosure in the “Additional Information About the Fund’s Principal Investment Strategies” section in accordance
with the Staff’s comment and made certain revisions to the prospectus in connection therewith, as reflected in Exhibit A.

********

    -7-

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

    -8-

Exhibit A

The information in this Prospectus
is not complete and may be ch