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[Chapman and Cutler LLP Letterhead]

December 19, 2022

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 regarding the registration statements filed on Form N‑1A for Innovator ETFs Trust (the “Trust”) with the Securities and Exchange Commission (the “Commission”) on October 14, 2022 (each, a “Registration Statement” and collectively, the “Registration Statements”). The Registration Statements relate to the Innovator U.S. Equity Premium Income 20 Barrier ETF – January, Innovator U.S. Equity Premium Income 40 Barrier ETF – January, Innovator Growth-100 Premium Income 20 Barrier ETF – January, Innovator Growth-100 Premium Income 40 Barrier ETF – January, each a series of the Trust. As discussed in our conversations with the Staff, the Trust will be withdrawing the Innovator Growth-100 Premium Income 20 Barrier ETF – January and Innovator Growth-100 Premium Income 40 Barrier ETF – January filings. As such, references herein to the “Fund” and the “Funds” refer to the Innovator U.S. Equity Premium Income 20 Barrier ETF – January and Innovator U.S. Equity Premium Income 40 Barrier ETF – January, respectively. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statements.

Comment 1 – General

The Staff requests confirmation that the Fund’s next filing will consist of a full registration statement, including all exhibits.  To the extent the registration statement is incomplete, 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.

Response to Comment 1

The Registrant confirms that it will endeavor to submit a full registration statement in its next filing.

Comment 2 – General

The Staff notes that all comments are global and apply to any similar or identical disclosures.

Response to Comment 2

The Registrant acknowledges all comments are global and has addressed the Staff’s comments across each Registration Statement.

Comment 3 – 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 Statements’ facts and circumstances. Please cite to any legal authority that supports such views.

Response to Comment 3

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

Comment 4 – General

The Staff notes that each Fund will be requested to delay the effectiveness of its Registration Statement until all outstanding issues are resolved.

Response to Comment 4

Each Fund endeavors to work with the Staff to resolve all comments before going effective on the Registration Statement.

Comment 5 – Rule 18f-4

Please explain supplementally how the Fund will comply with the leverage requirements of Rule 18f-4 of the Investment Company Act of 1940 (the “1940 Act”). Please also provide the Staff with each fund’s value at risk (VaR) analysis.

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Response to Comment 5

Each Fund’s portfolio transactions will be conducted pursuant to a written derivatives risk management program, which includes policies and procedures that are reasonably designed to manage the risks of such Fund’s usage of derivatives, as required by Rule 18f-4. The program is administered by Innovator as the derivatives risk manager and overseen by the Fund’s board of trustees. The program will identify and provide an assessment of the Fund’s derivatives usage and risks as they pertain to the Fund’s usage of options contracts. The program will provide risk guidelines that, among other things, consider and provide for (1) limits on the Fund’s derivatives exposure; (2) monitoring and assessment of the Fund’s exposure to illiquid investments (if any); (3) monitoring and assessment of the credit quality of the Fund’s counterparties; and (4) monitoring of margin requirements, position limits and position accountability levels. Additionally, the program will provide for stress testing, back-testing, internal reporting and escalation, and periodic review in compliance with Rule 18f-4. Data relating to such functions will be made available by a third-party service provider engaged by the Fund, for analysis and monitoring by the Fund’s derivatives risk manager.

The Funds will provide an analysis of its VaR testing in accordance with Rule 18f-4 under a separate cover.

Comment 6 – General

The Staff requests that the text of each Fund’s prospectus be revised for clarity so that a reasonable investor may understand. For example, please clarify the disclosure as to the number of option contracts in each Fund’s portfolio, the maturities and types of treasuries are included in the Fund (i.e., if the Fund uses T-bills only or other treasuries as well), as well as the percentage of these instruments used in the Fund’s portfolio

Response to Comment 6

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

Comment 7 – Cover Page

The Staff requests that the reference to “such as” in the following disclosure be deleted so that the Funds reference the specific reference asset used by such Fund, which the Staff believes is material for an investor to know.

The Fund will sell option contracts based on the value of a broad-based index of a diversified group of non-financial U.S. large-capitalization companies, such as the Nasdaq-100® Price Return Index (the “Growth-100 Index”) and invest in U.S. Treasury securities (“U.S. Treasuries”) to employ a “defined outcome strategy.”

Response to Comment 7

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

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Comment 8 – General

The Staff requests supplemental correspondence explaining why it is not misleading to characterize the Funds as “defined outcome” and specifically notes these Funds do not have a cap on investment returns.

Response to Comment 8

The Funds believe that in totality, each is properly characterized as a “defined outcome” fund after considering the Funds’ characteristics. The Funds note the defined outcome components include the Defined Distribution Rate (formerly, Yield Rate) and Barrier level, and each includes a one-year Outcome Period. These features produce pre-determined investment outcomes over a one-year Outcome Period and are reset for each Outcome Period. The Defined Distribution Rate, set on the first date of the Outcome Period, provides investors with an annualized payment rate (that is paid out quarterly) and is based on the yield generated by the Fund’s investments in U.S. Treasuries and the premiums received from the Fund’s investments in FLEX Options. For each Outcome Period, investors will experience losses if the pre-determined Barrier level (20% or 40%) is breached at the end of the Outcome Period. While these Funds do not have a cap or buffer on investment returns attributable to other defined outcome ETFs, the investment outcomes an investor may experience are pre-determined at the onset of an Outcome Period. The Registrant further notes that its suite of defined outcome ETFs include other funds that do not have a buffer, such as the Innovator Double Stacker ETFs, Innovator Triple Stacker ETFs, Innovator U.S. Equity Accelerated ETFs, Innovator U.S. Equity Accelerated Plus ETFs, Innovator Growth Accelerated ETFs and Innovator Growth Accelerated Plus ETFs.

Comment 9 – General

The Staff notes the disclosure describes the Outcome Period as being one-year, but also includes periodic distributions based on the Yield Rate. Please clarify in plain English the periodic distribution feature and make clear the methodology for obtaining the distributions. The Staff requests disclosure be added to clarify what an investor can expect when they buy in and sell out of the Fund and how that may impact their right to receive distributions. Please also clarify what is meant by the “annualized” yield rate.

Response to Comment 9

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

Comment 10 – General

The Staff notes the following disclosure should be clarified to explain what the Fund means by “high” or revise the disclosure to delete “high” and not be misleading:

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The Fund seeks to provide shareholders who hold shares of the Fund (“Shares”) a high rate of income through periodic distribution payments…

Response to Comment 10

The “Principal Investment Strategies” section of the Registration Statement has been revised in accordance with the Staff’s comment, as follows:

“The Fund is designed to provide a high level of income with the Defined Distributions based on a Defined Distribution Rate that is established at the commencement of each Outcome Period. As further described below, the Fund will purchase U.S. Treasuries and enter into a series of FLEX Options that provides additional income to the Fund by virtue of premiums received from sold FLEX Options.”

Comment 11 – General

The Staff notes the Funds use the term “Yield Rate” and believes such usage may be misleading to investors. The Staff requests the Funds advise whether this is an appropriate term to use, and revise if not.

Response to Comment 11

The Funds note the term “Yield Rate” had been revised to refer to the “Defined Distribution Rate.” Please refer to Exhibit A for the revised disclosure.

Comment 12 – General

Please consider disclosing a graphic in plain English describing the Fund’s investment portfolio and how it results in the Outcomes (i.e., Barrier and Yield Rate).

Response to Comment 12

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

Comment 13 – Cover Page

The Staff requests the Fund clarify that the Yield Rate will be lowered by any losses on the Barrier Options.

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Response to Comment 13

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

Comment 14 – General

Please clarify in the disclosure if the Funds sell only one option contract or multiple option contracts.

Response to Comment 14

The Fund notes that it will purchase and sell only one type of option contract (put FLEX Option contracts). The disclosure has been revised in accordance with the Staff’s comments as set forth in Exhibit A to add more specificity as to the FLEX Options purchased and sold by the Fund.

Comment 15 – Cover Page

The Staff requests the Fund clarify the following disclosure:

“Please note that, due to the design of the Fund’s investment strategy, the Fund will not benefit from any increases in the Growth-100 Index over an Outcome Period but is subject to the possibility of experiencing the significant losses of the Growth-100 Index if its price return falls below the Barrier."

Response to Comment 15

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

Comment 16 – Cover Page

The third bullet on the cover page should include a reference that the Fund will experience losses on a one-to-one basis with the specific reference asset if the reference asset’s returns exceed the Barrier.

Response to Comment 16

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

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Comment 17 – Cover Page

The Staff believes that the first two of sentences in the third bullet are confusing to a reasonable investor because the Yield Rate and any gain experienced by the Fund is not based upon the specific reference asset. As such, please separate the concepts of the Yield Rate and the performance of the specific reference asset.

Response to Comment 17

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

Comment 18 – Cover Page

Consider including disclosure regarding the impact of fees on the Barrier similar to the disclosure is set forth for the Yield Rate.

Response to Comment 18

The Funds note that fees and expenses of the Funds will not have an impact on the Barrier, as the Barrier is a measuring point that relates to reference asset losses and not the Outcomes an investor may experience. The disclosure has been revised as set forth in Exhibit A.

Comment 19 – Cover Page

The Staff notes the Item 4 disclosure states that income received from the U.S. Treasuries is not guaranteed. Please add similar disclosure to the cover page bullet points about the aspect of the U.S. Treasuries.

Response to Comment 19

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

Comment 20 – General

In supplemental correspondence to the Staff, please explain how likely it is that the income paid by the Funds by virtue of its investments in U.S. Treasuries will be less than anticipated.

Response to Comment 20

The portfolio managers for the Fund are able to measure the specific income payments and par amounts that will be repaid at the U.S. Treasuries’ maturities which factor into the Defined Distribution Rate for the Fund. Other than operational risks, the risk that the Defined Distribution Rate will be less than anticipated only relates to the creditworthiness of the U.S. government, as the U.S. Treasuries are debt instruments issued by the U.S. Department of the Treasury and backed by the full faith and credit of the U.S. government.

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Comment 21 – Cover Page

The Staff notes the following text in the last bullet point of the cover page should be clarified:

“The Fund’s strategy is designed to produce the Outcomes upon the expiration of the sold Barrier Options on the last day of the Outcome Period. It should not be expected that the Outcomes, including the net effect of the Fund’s annual management fee on the Outcomes, will be provided at any point prior to the last day of the Outcome Period. Investors considering purchasing Fund Shares after the Outcome Period has begun or selling Fund Shares prior to the end of the Outcome Period should visit the website to fully understand potential investment outcomes.”

Response to Comment 21

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

Comment 22 – Fee Table

Please disclose that the “Other Expenses” line item in the fee table are based on estimates per Instruction 6(a) to Item 3 of Form N-1A.

Response to Comment 22

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

Comment 23 – Principal Investment Strategies

Is there an allocation component to the strategy with respect to the U.S. Treasuries versus the FLEX options within the 80% basket? If so, please add disclosure reflecting this.

Response to Comment 23

The disclosure has been revised in accordance with the Staff’s comments. Please refer to Exhibit A.

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Comment 24 – Principal Investment Strategies

Please prominently disclose that there is no guarantee that the Yield Rate will be realized within an Outcome Period.

Response to Comment 24

The disclosure has been revised in accordance with the Staff’s comment. Please refer to Exhibit A.

Comment 25 – Principal Investment Strategies

The Staff notes the disclosure states the following:

“Over each Outcome Period, shareholders will also be subject to Growth-100 Index losses that are based upon an investment “barrier,” which is an investment strategy whereby a payoff depends on whether an underlying asset has breached a predetermined performance level. The Fund seeks to provide a barrier at [20]% of Growth-100 Index losses for each Outcome Period (the “Barrier”) by selling FLEX Options that