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[Chapman and Cutler LLP Letterhead]

March 24, 2023

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 statement filed on Form N‑1A for Innovator ETFs Trust (the “Trust”) with the Securities and Exchange Commission (the “Commission”) on October 14, 2022 (the “Registration Statement”. The Registration Statement relates to the Innovator Premium Income 20 Barrier ETF™ – April and Innovator Premium Income 40 Barrier ETF™ – April (each, a “Fund” and collectively, the “Funds”), each 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

With respect to the text describing the maturity dates of the U.S. Treasuries, please harmonize the disclosure throughout the prospectus to state the majority of each Fund’s assets invested in U.S. Treasuries will expire at the conclusion of the Outcome Period.

Response to Comment 1

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

Comment 2 – General

Please enhance the Barrier disclosure throughout the prospectus to further clarify: (1) the Barrier’s interplay with the Fund’s net asset value; (2) how the full loss with respect to the Barrier transpires only at the end of the Outcome Period; (3) that the one-to-one loss of the U.S. Equity Index experienced by shareholders is measured from the price of the U.S. Equity Index on the first day of the Outcome Period; and (4) the experience for investors if and to the extent there are multiple breaches of the Barrier throughout the Outcome Period.

Response to Comment 2

The disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A. Please also see comment response 8 detailed below.

Comment 3 – General

For consistency throughout the prospectus, please consider revising the disclosure relating to the Funds establishing a Barrier “against losses” to state that the Barrier is the point at which an investor begins “experiencing losses.”

Response to Comment 3

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

Comment 4 – General

The Staff notes the disclosure uses subtraction terminology (i.e., minus, less, etc.) with respect to the Barrier and in other places uses “decrease in value.” Please revise the disclosure throughout the prospectus to be consistent so that a reasonable investor may understand.

Response to Comment 4

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

Comment 5 – General

Please consider making a reference to the “Full Breach Loss” and “Initial Breach Loss” concepts on the front cover of the prospectus.

Additionally, please supplementally confirm to the Staff that these two concepts do not constitute a new investment strategy not previously relayed to the Staff.

Response to Comment 5

The disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A. The Registrant confirms that the above-referenced terms are not new concepts that affect the analysis of the operationality of the options and/or U.S. Treasuries previously provided to the Staff.

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Comment 6 – Cover Page

The Staff notes the disclosure states, “The returns that the Fund seeks to provide do not include the costs associated with purchasing Shares and certain expenses incurred by the Fund.” Please explain what is meant by “returns” here.

Response to Comment 6

The disclosure has been revised to state “Outcomes” instead of “returns.”

Comment 7 – Objective

The Staff notes the objective states, in part, that the Fund “is subject to initial losses experienced by the U.S. Equity Index beginning at the 20% Barrier and to the full extent of U.S. Equity Index losses on a one-to-one basis beginning at 21%.” Without changing the disclosure in the objective, please clarify the purpose of these concepts in the “Principal Investment Strategies” section (i.e., the “Initial Breach Losses” and “Full Breach Losses”).

Response to Comment 7

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

Comment 8 – Principal Investment Strategies

The Staff notes the second bullet of the “Principal Investment Strategies” section relating to the “Barrier” details the losses that the Fund will incur rather than the experience of Fund shareholders. Please explain why the Registrant has aligned the disclosure in this way.

Response to Comment 8

The Registrant notes the disclosure was presented this way in order to define with clarity the components of the Outcomes the Fund seeks to provide (i.e., the “Distribution Rate” and “Barrer”). After describing these important components in the first two bullet points, the Registration Statement details in separate “Outcomes” bullet points the intended shareholder experience based upon these components. The Registrant believes this order of disclosure assists a reasonable shareholder in understanding the product.

Comment 9 – Principal Investment Strategies

In the chart representing the Fund’s investment portfolio and related investment function of each component, please consider revising “premiums” to “premium” with respect to the sold put option since it represents only one option contract in the portfolio.

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Response to Comment 9

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

Comment 10 – Principal Investment Strategies

The Staff notes the disclosure states, “The Outcomes are designed to provide investment performance for each Outcome Period that is equal to the Defined Distribution Rate, subject to the losses experienced by the U.S. Equity Index…” Please consider revising “subject to” to “less.”

Response to Comment 10

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

Comment 11 – Additional Information About the Fund’s Principal Investment Strategies

With respect to the blue and red boxes on page 27 of the prospectus, please bold the first, second and last sentences in the preamble to the boxes. Please also add a heading to the boxes that the information thereunder describes the scenarios for an investor who purchases shares of the Fund after the Outcome Period commences.

Response to Comment 11

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

Comment 12 – Additional Information About the Fund’s Principal Investment Strategies

With respect to the negative scenario (red box) on page 27 of the prospectus, please show that it is an actual loss and consider changing the “+” sign to a “-“ sign. Please also make the terminology clear that it refers to the U.S. Equity Index loss.

Response to Comment 12

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

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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

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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 24, 2023

Prospectus

Innovator Premium Income 40 Barrier ETF™ – April

(Cboe BZX– APRQ)

April 3, 2023

Innovator Premium Income 40 Barrier ETF™ – April (the “Fund”) is a series of

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

			•

			The Fund invests in FLexible EXchange Options (“FLEX Options”) that reference the S&P 500® Price Return Index (the “U.S. Equity Index”) and U.S. Treasury bills (“U.S. Treasuries”) to employ an income-oriented “defined outcome strategy.” Defined outcome strategies seek to produce pre-determined investment outcomes based upon the performance of an underlying security or index. The outcomes sought by the Fund, which include the defined distributions and barrier discussed below (the “Outcomes”), are contingent on the performance of the U.S. Equity Index’s price return and the yield of the U.S. Treasuries over an approximately one-year period from April 1 through March 31 of the following year (the “Outcome Period”). The current Outcome Period is from April 1, 2023 through March 31, 2024. The Fund will not terminate after the conclusion of the Outcome Period. After the conclusion of the Outcome Period, another Outcome Period will begin. The Fund and the sought-after Outcomes are designed for shareholders who invest from the commencement of the Outcome Period through the end of the Outcome Period. If an investor purchases shares of the Fund (“Shares”) after the Outcome Period has begun or sells Shares prior to the expiration of the Outcome Period, the investment outcomes experienced by such investor will differ from the Fund’s sought-after Outcomes. There is no guarantee that the Outcomes for an Outcome Period will be realized.

			•

			As further described in this Prospectus, the Fund’s principal investment strategy seeks to provide the following investment profile over each Outcome Period:

			o

			Defined Distributions: The Fund seeks to provide shareholders distribution payments (the “Defined Distributions”) that represent a U.S. dollar amount per Share payable by the Fund over an Outcome Period. Defined Distributions are comprised of (i) the income generated by the Fund’s investments in U.S. Treasuries with maturity dates on or about each Distribution Date (as defined below), the majority with maturities on or about the final Distribution Date at the conclusion of the Outcome Period, and (ii) the premiums generated from the Fund’s FLEX Options positions that expire at the end of each Outcome Period. The Fund will establish an annualized payment rate (the “Defined Distribution Rate”) based upon the Fund’s net asset value (“NAV”) at the commencement of the Outcome Period, which is the percentage of Defined Distributions per Share over the Outcome Period. For the current Outcome Period, the Defined Distribution Rate is expected to be between 6.32% and 6.99%, prior to taking into account any fees or expenses charged to shareholders (based upon the 20 trading days prior to the date of this prospectus). The Defined Distribution Rate is likely to rise or fall from one Outcome Period to the next.  Defined Distributions will be paid quarterly in arrears on the last business day of each March, June, September and December, commencing June 30, 2023 (each, a “Distribution Date”) to shareholders of record. The Defined Distribution Rate is applicable only to those investors who hold Shares for an entire Outcome Period and is not guaranteed. See “Principal Investment Strategies – Fund Portfolio”.

			o

			Barrier: The Fund seeks to provide an investment “barrier” — an investment strategy whereby a payoff depends upon whether an underlying asset or index has breached a predetermined performance level. For each Outcome Period, the Fund will establish a barrier against losses for shareholders that is based upon the performance of the U.S. Equity Index over the duration of each Outcome Period, whereby shareholders are not expected to experience losses over the course of an Outcome Period if the market value of the U.S. Equity Index decreases by 40% or less, calculated from the commencement of the Outcome Period to the final day of the Outcome Period (the “Barrier”). Shareholders will be subject to the one-to-one downside of the U.S. Equity Index’s performance calculated from the commencement of the Outcome Period to the final day of the Outcome Period if, at the conclusion of the Outcome Period, the U.S. Equity Index has breached the Barrier. At the conclusion of each Outcome Period, the Fund will establish a new Barrier (i.e., beginning at 40% of U.S. Equity Index losses) for the next Outcome Period. The Barrier level beginning at 40% of losses of the U.S. Equity Index will remain constant from one Outcome Period to the next. Please note, the operation of the Barrier is not guaranteed. Unlike other funds that utilize defined outcome investment strategies, the Fund does not provide a buffer against all Underlying ETF losses or a floor that provides a maximum amount of Underlying ETF losses. As a result, an investor can lose its entire investment prior to consideration of any Defined Distribution payments. As further described in this prospectus, shareholders will be subject to “Initial Breach Losses” and “Full Breach Losses” with respect to the Barrier. See “Principal Investment Strategies – The Barrier” for additional information.

			o

			Outcomes: The Fund is designed to provide investors with Outcomes for each Outcome Period that is equal to the Defined Distribution Rate, less the losses experienced by the U.S. Equity Index if such losses exceed the Barrier at the end of the Outcome Period. If at the end of the Outcome Period the U.S. Equity Index has experienced a positive price return, or price return losses that are less than the Barrier, the Fund is designed to provide investors who hold shares for the entirety of the Outcome Period returns that equal the original NAV at the commencement of the Outcome Period plus the Defined Distribution Rate. Conversely, if the U.S. Equity Index has experienced losses at the end of the Outcome Period that exceed the Barrier, the Fund is designed to provide investors who hold shares for the entirety of the Outcome Period with a NAV that decreases in value reflecting the losses experienced by the U.S. Equity Index losses, plus the Defined Distribution Rate. The Fund will not receive any of the upside returns of the U.S. Equity Index over each Outcome Period.

Investors that purchase Shares after the Outcome Period has begun or sell Shares prior to the Outcome Period’s conclusion may experience investment returns that are very different from those that the Fund seeks to provide. Investors purchasing Shares following a Distribution Date will not be entitled to Defined Distributions made prior to the Distribution Date and will therefore not receive the full Defined Distribution Rate for such Outcome Period. Similarly, investors selling Shares prior to a Distribution Date will not receive the full Defined Distribution Rate for the Outcome Period and will not be entitled to Defined Distributions after such sale. The effect of the Barrier on the sought-after Outcomes is measured only at the end of the Outcome Period, regardless of whether the level of the U.S. Equity Index has produced losses that exceed the Barrier at any point during the Outcome Period. However, if an investor purchases Shares after the commencement of the Outcome Period, the U.S. Equity Index is likely to have changed in value and will affect the amount of losses the U.S. Equity Index may incur before the Barrier is breached. See “Principal Investment Strategies – General Strategy Description and – Intra-Outcome Period”.

			•

			The Outcomes are provided 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 are considered, the Defined Distribution Rate is expected to be between 5.53% and 6.20% (based upon the 20 trading days prior to the date of this prospectu