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    Chapman and Cutler LLP

    320 South Canal Street, 27th Floor

    Chicago, Illinois 60606

    T 312.845.3000

    F. 312.701.2361

    www.chapman.com

June 12, 2025

VIA EDGAR CORRESPONDENCE

Michael Rosenberg

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 Mr. Rosenberg

This letter responds to your comments,
provided via remote communication on May 27, 2025, regarding the registration statements filed on Form N-1A for Innovator ETFs®
Trust (the “Trust” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”)
on April 8, 2025 (each a “Registration Statement” and collectively, the “Registration Statements”).
The Registration Statements relates to the Innovator U.S. Equity Dual Directional ETF – January, Innovator U.S. Equity Dual Directional
ETF – April, Innovator U.S. Equity Dual Directional ETF – July and Innovator U.S. Equity Dual Directional ETF – October
(each, a “Fund” and collectively, the “Funds”), each a separate 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”) notes that while there is no page limit to summary prospectus, the intent of Form N-1A is that funds prepare
a concise summary of key information regarding the fund of approximately 3-4 pages (see IM Guidance 2014-08). The Staff notes the
summary prospectus for the Funds are each approximately 20 pages in length. Please evaluate whether there is an opportunity to avoid the
lengthy legal and technical discussions that are currently contained in the summary prospectus.

Response to Comment 1

The Registrant has revised the
disclosure in accordance with the Staff’s comment, as reflected in Exhibit A (with respect to Innovator Equity Dual Direction
10 Buffer ETF – July) and Exhibit B (with respect to Innovator Equity Dual Direction 15 Buffer ETF – July).

Comment 2 – General

Please inform the Staff of the
anticipated operational and seeding date for each Fund.

Response to Comment 2

The Registrant currently has four
Funds with 10% buffers filed, with Outcome Periods that align with January, April, July and October. As previously noted to the Staff,
the Registrant intends to change two of the Funds to offer two in July with differing buffer levels (9% and 15%) and two in October such
buffer levels. In connection therewith, the Funds will implement certain name changes. The below chart details such changes:

Old Fund

    New Fund

    Innovator U.S. Equity Dual Directional ETF – January
    Innovator Equity Dual Directional 10 Buffer ETF – July

    Innovator U.S. Equity Dual Directional ETF – April
    Innovator Equity Dual Directional 10 Buffer ETF – October

    Innovator U.S. Equity Dual Directional ETF – July
    Innovator Equity Dual Directional 15 Buffer ETF – July

    Innovator U.S. Equity Dual Directional ETF – October
    Innovator Equity Dual Directional 15 Buffer ETF – October

The Registrant will make the necessary
changes to the Series ID on EDGAR to reflect such changes. Further, the Registrant confirms that outside of changes to reflect the updated
buffer level for each Fund, any changes to the Outcome Period, and any changes made in response to the comments received by the Staff,
the disclosure across the Funds is substantially identical.

In accordance with prior practice
that was agreed upon with the Staff for the launch of the Registrant’s defined outcome funds, the Registrant intends to file an
amendment to the Registration Statement approximately two weeks prior to the launch of such Funds that provides an anticipated range for
the upside Cap of a given Fund. For the October Funds, the Registrant will delay effectiveness via a 485BXT filing to align with the below
timeline. The below chart lays out the anticipated filing, effectiveness, seed, and launch dates for each Fund.

    Fund

    Cap Range

 Filing Date
    Effective

Date
    Seed Date
    Launch

 Date

    Innovator Equity Dual Directional 10 Buffer ETF – July
    June 17, 2025
    June 27, 2025
    June 30, 2025
    July 1, 2025

    Innovator Equity Dual Directional 10 Buffer ETF – October
    September 17, 2025
    September 29, 2025
    September 30, 2025
    October 1, 2025

    Innovator Equity Dual Directional 15 Buffer ETF – July
    June 17, 2025
    June 27, 2025
    June 30, 2025
    July 1, 2025

    Innovator Equity Dual Directional 15 Buffer ETF – October
    September 17, 2025
    September 29, 2025
    September 30, 2025
    October 1, 2025

    - 2 -

Comment 3 – Cover Page

The Staff notes each Fund’s
prospectus provides the following on the cover page:

“Specifically, the Fund seeks to provide
investors with capital appreciation as follows: (1) if the Underlying ETF experiences positive returns over the course of the Outcome
Period, participating in the positive price returns that match the performance of the Underlying ETF’s share price (or its “price
return”), limited by the Upside Cap defined below, and (2) if the Underlying ETF experiences negative returns over the course of
the Outcome Period that are less than or equal to [10]% (the “Inverse Performance Threshold”), provide positive
returns that match the absolute value of Underlying ETF losses (“Inverse Performance”).”

The Staff asks the Funds to revise
this disclosure to define what the upside cap is.

Response to Comment 3

The Registrant respectfully declines
to revise the disclosure referenced above. The Funds define the upside cap in the subsequent bullet point on the cover page and include
accompanying disclosure that gives that number additional context. The Registrant believes the current presentation best aids a reasonable
investor’s understanding of the Funds.

Comment 4 – Cover Page

The Staff notes each Fund’s
prospectus provides the following on the cover page:

“If the Underlying ETF decreases
in value beyond the Inverse Performance Threshold over the course of the Outcome Period, the Fund will not provide any positive returns.”

Please revise the disclosure to
clarify that not only will the Fund not provide any positive returns, but the Fund will experience losses.

Response to Comment 4

Each Fund has revised the disclosure
in accordance with the Staff’s comment, as reflected in Exhibit A and Exhibit B.

Comment 5 – Principal Investment Strategies

The Staff notes the hypothetical
performance table should be revised so that the entirety of the “Fund Performance” column notes that returns will be reduced
by the Fund’s expenses.

Response to Comment 5

The above-referenced table for
each Fund has been revised in accordance with the Staff’s comment, as reflected in Exhibit A and Exhibit B.

    - 3 -

Comment 6 – Principal Investment Strategies

The Staff notes that each Fund
provides the following in its Principal Investment Strategies section:

“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 Staff notes that pursuant to
the instructions of Form N-1A, this disclosure should not appear in Item 4 and rather should appear in the management section (Items 5
and 10).

Response to Comment 6

The Registrant respectfully declines
to remove the above-referenced disclosure from the response to Item 4 as the Registrant believes it is properly included in accordance
with Form N-1A.

The general instructions to Form
N-1A provide, among other things, that Items 2 through 8 may not include disclosure other than that required or permitted by those
Items. Item 4 of Form N-1A provides that the Fund should,

“[b]ased on the information given in
response to Item 9(b), summarize how the Fund intends to achieve its investment objectives by identifying the Fund’s principal investment
strategies (including the type or types of securities in which the Fund invests or will invest principally) and any policy to concentrate
in securities of issuers in a particular industry or group of industries.”

Item 9(b), in turn, provides
that the fund must describe how the fund intends to achieve its investment objectives. It further provides that in such discussion,
the fund should describe its principal investment strategies, including the particular type or types of securities in which the Fund
principally invests, and to“[e]xplain in general terms how the Fund’s adviser decides which securities to buy and
sell”.

    - 4 -

The construction of Items 9(b)
and Item 4 permit the disclosure of the identity of the Fund’s investment adviser and investment sub-adviser. Item 9(b) explicitly
contemplates the role of a fund’s investment adviser in managing such fund and selecting the fund’s investments, and Item
4 requires the summary of the responses to Item 9(b). The Registrant believes the identity of the investment adviser and investment sub-adviser
in implementing the Fund’s strategies is material to investors and is properly disclosed in the principal investment strategies
to accurately capture the role of those entities in the management of the Fund. The Registrant believes this is especially true in light
of the Funds being actively-managed ETFs. The Registrant finally notes the identity of the investment adviser, sub-adviser and even index
provider is routinely disclosed in the principal investment strategies section for a given fund across a variety of ETF sponsors.

Comment 7 – Principal Risks

The Staff notes each Fund’s
“Inverse Performance Risk” and believes it would be beneficial for a reasonable investor for the disclosure to include an
example of Underlying ETF returns that exceed the Inverse Performance Threshold and the corresponding impact on the Fund’s performance.
Please revise.

Response to Comment 7

Each Fund’s prospectus has
been revised in accordance with the Staff’s comment, as reflected in Exhibit A and Exhibit B.

*  *  *  *  *  *  *  *

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

    - 5 -

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

June 12, 2025

Prospectus

Innovator
Equity Dual Directional 10 Buffer ETFÔ –
July

(Cboe BZX—DDTL)

_______, 2025

Innovator Equity Dual Directional 10 Buffer ETFÔ
– July (the “Fund”) is a series of

Innovator ETFs® Trust (the “Trust”) and is an actively managed ETF.

 • The Fund employs a “defined outcome strategy.” Defined outcome
strategies seek to produce pre-determined investment outcomes based upon the performance of an underlying security or index. The pre-determined
outcomes sought by the Fund, which include the buffer, inverse performance and upside cap discussed below (“Outcomes”),
are based upon the performance of the share price of the SPDR® S&P 500® ETF Trust (the “Underlying
ETF”) over an approximately one-year period from July 1 through June 30 of the following year (the “Outcome Period”).
The current Outcome Period is from July 1, 2025 through June 30, 2026. The Fund will not terminate after the conclusion of the Outcome
Period. After the conclusion of the Outcome Period, another will begin. There is no guarantee that the Outcomes for an Outcome Period
will be realized.

 • The Fund seeks to provide shareholders that hold shares of the Fund (“Shares”) for
the entire Outcome Period with a “dual direction” of positive returns, meaning the possibility of positive returns regardless
of the direction of performance of the Fund’s reference asset. Specifically, the Fund seeks to provide investors with capital appreciation
as follows: (1) if the Underlying ETF experiences positive returns over the course of the Outcome Period, participating in the positive
price returns that match the performance of the Underlying ETF’s share price (or its “price return”), limited by the
Upside Cap defined below, and (2) if the Underlying ETF experiences negative returns over the course of the Outcome Period that are less
than or equal to 10% (the “Inverse Performance Threshold”), provide positive returns that match the absolute value
of Underlying ETF losses (“Inverse Performance”). If the Underlying ETF experiences losses over the course of the Outcome
Period that exceed the Inverse Performance Threshold, the Fund seeks to provide price returns that are 10% less than the Underlying ETF
losses over the course of the Outcome Period (the “Buffer”).

 • Fund shareholders are subject to an upside return cap (the “Upside Cap”) that represents
the maximum percentage return an investor can achieve from an investment in the Fund over the duration of the Outcome Period if the Underlying
ETF experiences positive returns over the course of the Outcome Period. The Upside Cap is set on the first day of the Outcome Period and
is ___% prior to taking into account any fees or expenses charged to shareholders. When the Fund’s annual Fund management fee of
0.79% of the Fund’s average daily net assets is taken into account, the Upside Cap is ___%. The Upside Cap will be further reduced
by any shareholder transaction fees, any acquired fund fees and expenses incurred by the Fund, and any extraordinary expenses incurred
by the Fund. The Upside Cap is likely to rise or fall from one Outcome Period to the next. Please note, if the Outcome Period has begun
and the Fund has increased in value to a level near the Upside Cap, an investor purchasing Shares at that price has little or no ability
to achieve gains but remains vulnerable to downside risks.

 • The Fund seeks to provide positive returns equal to the absolute value of the Underlying ETF’s price
decreases (“Inverse Performance”) if the Underlying ETF’s losses over the course of the Outcome Period do not
exceed the Inverse Performance Threshold. If the Underlying ETF decreases in value beyond the Inverse Performance Threshold over the
course of the Outcome Period, the Fund will not provide any positive returns and rather will experience losses of the Underlying ETF offset
by the Buffer. Further, if the Outcome Period has begun and the Underlying ETF has decreased in value below its initial value the onset
of the Outcome Period, an investor purchasing Shares at this point may not experience Inverse Performance to the extent of the Inverse
Performance Threshold and will remain vulnerable to downside risks. It is possible for small price movements of the Underlying ETF at
the end of an Outcome Period to cause a sudden change from positive to negative returns in value of the Fund. If such movements caused
the Inverse Performance Threshold to be breached, the Fund would forfeit all positive returns experienced through Inverse Performance
and would instead experience losses of the Underlying ETF offset by the Buffer.

 • In the event the Underlying ETF’s losses over the duration of the Outcome Period exceed the Inverse
Performance Threshold, the Fund also seeks to provide shareholders that hold Shares for the entire Outcome Period with the Buffer, such
that the Fund seeks to provide returns that are 10% less than the Underlying ETF’s losses over the course of the Outcome Period.
The Buffer is provided prior to taking into account annual Fund management fees, transaction fees, any acquired fund fees and expenses
experienced by the Fund, and any extraordinary expenses incurred by the Fun