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CORRESP
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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

 September 11, 2025

 VIA EDGAR CORRESPONDENCE

 Eileen Smiley
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. Smiley,

 This letter responds to your
comments, provided by via remote communication on May 28, 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 14, 2025 (each, a "Registration Statement" and collectively, the "Registration
Statements" ). The Registration Statements relate to the Innovator Equity Autocallable Income Strategy ETF and the Innovator
Index Autocallable Income Strategy ETF (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" ) reminds the Funds 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.

 Response to Comment 1

 The Registrant acknowledges
the Staff's comment and confirms its understanding regarding its responsibilities.

 Comment 2 – Principal Investment Strategies

 The Staff notes the below
disclosure in each Fund's "Principal Investment Strategies" section appears to be incongruous with the respective Fund's
investment objective. Specifically, each Fund's investment objective provides that such Fund has the potential to limit downside
exposure but does not speak to the potential for income distributions, rather stating that the Fund seeks a high level of income. Please
revise for consistency.

 "[t]he Fund is an actively managed exchange-traded
fund ( "ETF" ) that seeks to achieve its investment objective by providing investors with the potential for income distributions
and a downside investment exposure, . . ."

 Response to Comment 2

 Each Registration Statement
has been revised in accordance with the Staff's comment, as reflected in Exhibit A (for the Innovator Equity Autocallable
Income Strategy ETF) and Exhibit B (for the Innovator Index Autocallable Income Strategy ETF).

 Comment 3 – Innovator Equity Autocallable Income Strategy
ETF

 The Staff notes the Fund's
"Principal Investment Strategies" section provides:

 "as determined by the performance of a
basket of the largest stocks by market capitalization selected from a broad-based large capitalization U.S. equity index (the "Equity
Basket" )."

 Please confirm to the Staff
that the Fund will only invest in Autocallable Instruments based on one reference asset, specifically, the Equity Basket.

 Response to Comment 3

 The Fund notes that it will
invest in a series of Autocallable Instruments, each referencing one stock selected from a broad-based large capitalization U.S. Equity
Index. The Fund will then ladder its exposure to each Autocallable Instrument on a given equity security to stagger the Observation Dates
and Maturity Dates of exposure associated with the Autocallable Instrument for each Reference Asset. The Prospectus for the Fund has been
revised to describe the above, as reflected in Exhibit A .

 Comment 4 – Innovator Equity Autocallable Income Strategy
ETF

 The Staff requests the Fund
disclose how the stocks that comprise the Equity Basket will be selected and whether the Fund is seeking to provide any particular investment
focus by using such securities as the reference asset.

 Response to Comment 4

 The Fund has revised its disclosure
in accordance with the Staff's comment, as reflected in Exhibit A . The Fund confirms it does not seek any particular investment
focus in selecting the Reference Assets.

 - 2 -

 Comment 5 – Principal Risks

 The Staff notes the following
disclosure in each Fund's Prospectus is inconsistent with certain risk factors in the "Principal Risks" section, which
contain references to "ELNs" and "Underlying ETFs." Please confirm what the reference asset will be and confirm
accuracy of disclosures, and revise as necessary.

 "[t]he Fund seeks to principally invest
in a laddered portfolio of over-the-counter ( "OTC" ) swap agreements that seek to replicate the defined return characteristics
of autocallable notes or in direct autocallable notes investments (the "Autocallable Instruments" )."

 Response to Comment 5

 The reference asset for the
Autocallable Instruments will be a given equity security from the U.S. Equity Index (for the Innovator Equity Autocallable Income Strategy
ETF) and the Market Indices (for the Innovator Index Autocallable Income Strategy ETF), not any ELNs or Underlying ETFs. Each Prospectus
has been revised accordingly, as reflected in Exhibit A and Exhibit B .

 Comment 6 – General

 Please explain supplementally
to the Staff, and add disclosure if appropriate, how each Fund will maintain liquidity to meet redemptions and comply with rule 22e-4
under the Investment Company Act of 1940, as amended (the "1940 Act" ).

 Response to Comment 6

 The Funds will utilize cash
redemptions and will meet redemption requests through any cash on hand and by adjusting its exposure to the Autocallable Instruments on
a pro rata basis as necessary. The Registrant acknowledges the requirements of Rule 22e-4 and confirms that the Funds will have policies
to comply therewith.

 Comment 7 – Principal Investment Strategies

 Please supplementally explain
to the Staff if each Fund has identified counterparties for its Autocallable Instruments. Further, please provide additional risk disclosure
tailored to any particular risks specific to such counterparties, including if they are different for swaps versus autocallable notes.

 Response to Comment 7

 The Registrant confirms that
the Funds have identified a pool of counterparties for its Autocallable Instrument investments. Further, the Registrant has reviewed the
risk disclosure for the Funds and believes its risk disclosure captures the principal risks off each Fund in accordance with the instructions
of Form N-1A, inclusive of the specific risks associated with the counterparties of the Autocallable Instruments. The Funds will not pursue
as a principal investment strategy any direct investment in autocallable notes.

 - 3 -

 Comment 8 – Principal Investment Strategies

 The Staff notes the chart
in each Fund's "Principal Investment Strategies" section that details the payout structure of an Autocallable Instrument.
Please consider adding a numerical example showing the potential maximum loss and greatest potential result from an Autocallable Instrument.

 Response to Comment 8

 Each Prospectus has been revised
in accordance with the Staff's comment, as reflected in Exhibit A and Exhibit B .

 Comment 9 – Principal Investment Strategies

 The Staff asks the Funds to
consider bolding statements discussing the maximum loss and maximum benefits of an Autocallable Instrument to add emphasis to aid a reasonable
investor's understanding.

 Response to Comment 9

 Each Prospectus has been revised
to include the maximum benefits and maximum losses and includes a cross reference to additional disclosure regarding payout profiles.
However, the Fund's each respectfully decline to bold these hypothetical examples as it believes such emphasis is unnecessary and
may be misleading to an investor.

 Comment 10 – Principal Investment Strategies

 The Staff notes each Fund
provides in its "Principal Investment Strategies" section that "[t]he Fund anticipates making periodic distributions
from the Autocallable Instruments." Please add disclosure here that provides "provided that the Autocallable Instruments meet
or exceed the Coupon Barrier."

 Response to Comment 10

 Each Prospectus has been revised
in accordance with the Staff's comment, as reflected in Exhibit A and Exhibit B .

 - 4 -

 Comment 11 – Principal Investment Strategies

 The Staff notes each Fund's
disclosure regarding the implementation of the laddering of the Autocallable Instruments. Please explain how the Fund expects to maintain
the laddered portfolio of the Autocallable Instruments given that the value of each step of the ladder may vary significantly given market
performance. Additionally, please explain how inflows and outflows for a Fund are expected to impact the construction of the ladder ( i.e. ,
will inflows be allocated to the longest maturity Autocallable Instrument). Please also explain the construction of the ladder ( i.e. ,
maturity dates). Finally, with respect to the Innovator Index Autocallable Income Strategy ETF please confirm whether there will be one
ladder (with all three Market Indices included in the Autocallable Instruments) or if there will be three ladders (one for each Market
Index).

 Response to Comment 11

 Each Fund's ladder is
a constructed to stagger the evaluation dates and maturity dates of such Fund's Autocallable Instruments. For the Innovator Index
Autocallable Income Strategy ETF, each individual Autocallable Instrument references all three of the Market Indices, with performance
of the Autocallable Instrument based off the worst-performing Market Index. The Fund's single ladder is constructed to stagger Observation
Dates and Maturity Dates across the Fund's Autocallable Instruments. The anticipated Maturity Dates are expected to be 2, 3 and
4 years and the Call Observation Dates will have a quarterly frequency with the specific months of the quarterly Observation Dates being
staggered, while the Coupon Observation Dates will be monthly.

 The Innovator Equity Autocallable
Income Strategy Index ETF will invest in ten Autocallable Instruments referencing a different security as the reference asset. Each Autocallable
Instrument invested by the Fund is expected to have a 3-year Maturity Date. Each Autocallable Instrument will have a quarterly Call Observation
Date, with a monthly Coupon Observation Date.

 Finally, with respect to inflows
and outflows for a given Fund, the proceeds will be allocated to (in the instance of inflows) or allocated from (in the instance of outflows)
the Autocallable Instruments on a pro-rata basis and the Fund will seek to maintain approximately equal notional exposure among its Autocallable
Instruments.

 Comment 12 – Principal Risks

 The Staff notes each Fund's
"significant exposure risk" contained in its "Principal Risks" section. Please disclose the specific significant
exposure risk each Fund will have, and include any accompanying disclosure to each Fund's "Principal Investment Strategies"
section.

 Response to Comment 12

 Each Fund has revised its
Prospectus in accordance with the Staff's comment, as reflected in Exhibit A and Exhibit B .

 - 5 -

 Comment 13 – Innovator Equity Autocallable Income
Strategy ETF

 The Staff notes that the Fund
does not currently have an 80% policy pursuant to Rule 35d-1 under the 1940 Act for the inclusion of "Equity" in its name.
Please revise accordingly to include such policy.

 Response to Comment 13

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

 Comment 14 – Innovator Index Autocallable Income Strategy
ETF

 The Staff notes that the Fund
does not currently have an 80% policy pursuant to Rule 35d-1 under the 1940 Act for the inclusion of "Index" in its name.
Please revise accordingly to include such policy.

 Response to Comment 14

 The Fund's prospectus
has been revised in accordance with the Staff's comment, as reflected in Exhibit B.

 Comment 15 – Innovator Index Autocallable Income Strategy
ETF

 The Staff requests the Fund
revise its disclosure to better explain that the Autocallable Instruments are based on all three of the Market Indices and the performance
characteristics will be on the worst performing of those indices.

 Response to Comment 15

 The Fund's prospectus
has been revised in accordance with the Staff's comment, as reflected in Exhibit B .

 Comment 16 – Innovator Index Autocallable Income Strategy
ETF

 If each Autocallable Instrument
will reference all three Market Indices, please disclose, if accurate, that the most volatile of the Market Indices will have an outsized
impact on the performance of the Fund.

 Response to Comment 16

 The Prospectus has been revised
in accordance with the Staff's comment, as reflected in Exhibit B .

 ********

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 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

 - 7 -

 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 theSecurities
and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy
thesesecurities in any state where the offer of sale is not permitted.

 Subject to Completion
September 11, 2025

 Prospectus

 Innovator Equity Autocallable Income Strategy
ETF

 ([______]-[____])

 [_____________], 2025

 Innovator Equity Autocallable Income Strategy
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 on [________] ( "[______]" or the
 "Exchange" ). Market prices may differ to some degree from the net asset value of shares of the Fund (" 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

 Additional Risks of Investing in the Fund
 20

 Management of the Fund
 31

 How to Buy and Sell Shares
 33

 Dividends, Distributions and Taxes
 35

 Distributor
 38

 Net Asset Value
 38

 Fund Service Providers
 41

 Premium/Discount Information
 41

 Other Investment Companies
 41

 Financial Highlights
 41

 ii

 Innovator
Equity Autocallable Income Strategy ETF

 Investment Objective

 The Fund seeks to provide investors
with a high level of income and the potential to limit downside losses.

 Fees and Expenses of the
Fund

 This table describes the fees and expenses that
you may pay if you buy, hold, and sell 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 Fun