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[Chapman and Cutler LLP Letterhead]

September 21, 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 statements filed on Form N‑1A for Innovator ETFs Trust (the “Trust”) with the Securities and Exchange Commission (the “Commission”) on July 28, 2023 (each, a “Registration Statement” and collectively, the “Registration Statements”). The Registration Statements relate to the Innovator Premium Income 10 Barrier ETF – October, Innovator Premium Income 20 Barrier ETF – October, Innovator Premium Income 30 Barrier ETF – October and Innovator Premium Income 40 Barrier ETF – October (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 Statements.

Comment 1 – General

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. Where a comment is made in one location, it is applicable to all similar disclosures appearing elsewhere in the Registration Statements. 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 Funds.

Response to Comment 1

The Trust confirms that corresponding changes made in response to the Staff’s comments have been made to any similar disclosure throughout the Registration Statements and that the Trust will provide the Staff with a response letter in the form of correspondence at least five business days before effectiveness.

Comment 2 – General

Please summarize the Trust’s selective review request and acceleration request with respect to the Funds. Please supplementally provide the accession number, date of filing, date of effectiveness for each Fund and its precedent Fund for each Fund’s selective review request (each, a “Precedent Fund”). Please also confirm that each new Fund is materially identical to its Precedent Fund, except for the respective Outcome Period and Defined Distribution Rate

Response to Comment 2

The Trust confirms that the Precedent Fund identified in the Trust’s selective review request is materially identical to each respective Fund, except for each Fund’s Outcome Period and applicable Defined Distribution Rate. The Trust considers each Registration Statement to be substantially similar to each respective Precedent Fund with regard to the description of the Fund, the investment objective, strategy and policies, the risks associated with investment in the Fund and the management of the Fund. Please see below for a summary of the filing information for each Fund and its applicable Precedent Fund.

			Fund Information

			Precedent Fund Information

			Innovator Premium Income 10 Barrier ETF – October

			Filing date: July 28, 2023

			Post-Effective Amendment No. under 1933 Act: 997

			Accession No.: 0001437749-23-021019

			Innovator Premium Income 10 Barrier ETF – July

			Filing date: July 3, 2023

			Post-Effective Amendment No. under 1933 Act: 981

			Accession No.: 0001437749-23-019070

			Innovator Premium Income 20 Barrier ETF – October

			Filing date: July 28, 2023

			Post-Effective Amendment No. under 1933 Act: 998

			Accession No.: 0001437749-23-021020

			Innovator Premium Income 20 Barrier ETF – July

			Filing date: July 3, 2023

			Post-Effective Amendment No. under 1933 Act: 982

			Accession No.: 0001437749-23-019071

			Innovator Premium Income 30 Barrier ETF – October

			Filing date: July 28, 2023

			Post-Effective Amendment No. under 1933 Act: 999

			Accession No.: 0001437749-23-021021

			Innovator Premium Income 30 Barrier ETF – July

			Filing date: July 3, 2023

			Post-Effective Amendment No. under 1933 Act: 983

			Accession No.: 0001437749-23-019072

			Innovator Premium Income 40 Barrier ETF – October

			Filing date: July 28, 2023

			Post-Effective Amendment No. under 1933 Act: 1000

			Accession No.: 0001437749-23-021022

			Innovator Premium Income 40 Barrier ETF – July

			Filing date: July 3, 2023

			Post-Effective Amendment No. under 1933 Act: 984

			Accession No.: 0001437749-23-019073

For the Innovator Premium Income 10 Barrier ETF – October, Innovator Premium Income 20 Barrier ETF – October, Innovator Premium Income 30 Barrier ETF – October and Innovator Premium Income 40 Barrier ETF – October, the disclosure in each Registration Statement has been revised only as necessary to set forth the change in the start of the Outcome Period from July to October and to update the applicable Defined Distribution Rate and Barrier level.

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The Trust notes that these Funds represents the next funds in a series of quarterly fund launches for the Registrant and is part of the Innovator Premium Income Barrier ETFs series. The Registrant previously filed its registration statements for the “April” series on April 3, 2023, and filed its registration statements for the “July” series on July 3, 2023. The Registrant intended to file the “October” series on or prior to July 14, 2023, but due to an administrative error, the filing was not made. The Trust will separately request acceleration of the Registration Statements pursuant to Rule 461 under the 1933 Act, so that the filings may become effective on September 27, 2023.

Comment 3 – Fee Table

Please supplementally explain to the Staff why the management fee is blank. The Staff notes the Funds have the same unitary fee structure as existing versions of the Funds. The existing versions of the Funds currently disclose a unitary management fee of 0.79%. Please confirm the unitary management fee will be disclosed and that if the Funds should adopt a Rule 12b-1 Plan, the Registration Statements will be revised accordingly.

Response to Comment 3

The Trust confirms that each Fund will have a unitary management fee of 0.79%. The fee table for each Fund will be completed in each Fund’s next post-effective amendment filing to its Registration Statement and has been replicated in Exhibit A this comment response letter. The Trust confirms the Funds currently have no plan to adopt a Rule 12b-1 Plan.

Comment 4 – Principal Investment Strategies

The Staff notes the disclosure states, “If at the conclusion of the Outcome Period the market value of the U.S. Equity Index has decreased in comparison to the market value of the U.S. Equity Index at the beginning of the Outcome Period in an amount that is greater than the Barrier but less than or equal to 31%, the Fund will be subject to U.S. Equity Index losses ranging from 0% to 31% proportionate to U.S. Equity Index losses from 30% to 31% (the “Initial Breach Losses”).” Please consider revising the term “proportionate,” as the Staff believes it is misleading. Please provide a more accurate way to explain actual losses in plain English so a reasonable investor may understand.

Response to Comment 4

In accordance with the Staff’s comment, the “Initial Breach Losses” concept has been revised throughout the prospectus. In particular, the above-referenced disclosure has been revised as follows:

			●

			If at the conclusion of the Outcome Period the market value of the U.S. Equity Index has decreased in comparison to the market value of the U.S. Equity Index at the beginning of the Outcome Period in an amount that is greater than the Barrier (30%) but less than or equal to 31%, the Fund will be subject to U.S. Equity Index losses on an initial accelerated basis from 0% to 31%, which will correspond to the U.S. Equity Index losses from 30% to 31% (the “Initial Breach Losses”).

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			●

			If at the conclusion of the Outcome Period the market value of the U.S. Equity Index decreases in comparison to the market value of the U.S. Equity Index at the beginning of the Outcome Period in an amount that is greater than 31%, the Fund will be subject to the full extent of U.S. Equity Index losses on a one-to-one basis (the “Full Breach Losses”). See “Principal Investment Strategies — The Barrier — Full Breach Losses.”

Comment 5 – Principal Investment Strategies

In the “Fund Holdings” chart, with respect to the “Put Spread FLEX Option Contracts on U.S. Equity Index” row and “Investment Function” column, please provide the range of notional for these spreads versus the investor’s investment to indicate the degree of gearing for these put spreads over market movements from 70% to 69%. This should be in contrast to the “one-to-one downside exposure” language for the sold put options.

Response to Comment 5

The Trust believes adding disclosure related to “gearing” will add a level of unnecessary complication to the “Fund Holdings” chart when it is meant to be a summary for investor comprehension. The Trust notes that the bullet points below the “Fund Holdings” chart accurately describes the details of the put spread FLEX Option contracts on the U.S. Equity Index. Nevertheless, the Trust has revised the disclosure to clarify that the Initial Breach Losses are those losses ranging from 0% to 31% on an initial accelerated basis which will correspond to the U.S. Equity Index losses from 30% to 31%. The disclosure immediately following the “Fund Holdings” chart has been revised as follows:

The Sub-Adviser seeks to specifically select the strike price for each FLEX Option contract held by the Fund such that if the FLEX Options were exercised on the expiration date (the final day of the Outcome Period), the Fund’s portfolio would provide a 30% Barrier with losses experienced by the Fund beginning at 30% of losses on an initial accelerated basis and experienced to the full extent of the U.S. Equity Index losses on a one-to-one basis starting at 31% of losses. The Fund’s portfolio holdings are as detailed below:

			●

			A sold put FLEX Option with a strike price at 70% of the value of the U.S. Equity Index at the commencement of the Outcome Period. The sold put FLEX Option provides one-to-one downside for all losses that exceed the strike price. In exchange for selling the put FLEX Option, the Fund will receive a premium that will be invested in the U.S. Treasuries and be part of the Defined Distribution Rate.

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			●

			A “put option spread” strategy which uses a package of 30 purchased and sold put FLEX Options that reference the U.S. Equity Index. The Fund will sell put FLEX Options with a strike price of approximately 70% of the price of the U.S. Equity Index at the commencement of each Outcome Period. The Fund will simultaneously purchase the same number of put FLEX Options with a strike price of approximately 84% of the price of the U.S. Equity Index at the commencement of each Outcome Period. The 30 purchased put options with a 1% spread results in the Barrier, Initial Breach Losses and Full Breach Losses, as applicable. Specifically, the 1% spread for each of the 30 put options subjects the Fund to U.S. Equity Index losses at the conclusion of the Outcome Period on an initial accelerated basis from 0% to 31% which will correspond to the U.S. Equity Index losses from 30% to 31% at the conclusion of the Outcome Period. The 30 sold put options expose the Fund to the extent of U.S. Equity Index Losses exceed 31% on a one-to-one basis at the conclusion of the Outcome Period. The Fund invests the net premiums generated from the purchased and sold put FLEX Options in U.S. Treasuries to be included as part of the Defined Distribution Rate.

			●

			The Fund uses proceeds from the sale of Shares to purchase U.S. Treasuries that mature at the end of the Outcome Period. The Fund receives premiums from its FLEX Options positions and invests the proceeds in U.S. Treasuries with maturities that align with the Distribution Dates. The U.S. Treasuries are entitled to an interest rate, which when added to the premiums received for selling FLEX Options, produce the Defined Distribution Rate. The Defined Distribution Rate is distributed to shareholders in Defined Distributions.

Comment 6 – Principal Risks

The Staff notes the “Barrier Risk” states, “Further, while the Fund seeks to provide Initial Breach Losses at a graduated rate if the U.S. Equity Index experiences losses of between 30-31% and Full Breach Losses thereafter, such returns are not guaranteed, and if the FLEX Options fail to perform as expected, an investor could experience additional losses.” Please better clarify what “graduated” means in plain English.

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Response to Comment 6

In accordance with the Staff’s comment, the disclosure has been revised as follows:

Further, while the Fund subjects shareholders to Initial Breach Losses on an accelerated basis from 0% to 31% if the U.S. Equity Index experiences losses of between 30% to 31% and Full Breach Losses thereafter, such returns are not guaranteed, and if the FLEX Options fail to perform as expected, an investor could experience additional losses.

Comment 7 – Principal Risks

The Staff notes each Fund discusses Rule 18f-4 in a generalized manner in the Option Contracts Risk. Please revise the disclosure throughout the prospectus and statement of additional information to indicate what each Fund has done to comply with Rule 18f-4.

Response to Comment 7

The Trust refers the Staff to the “Option Contracts Risk” disclosure, which describes the requirements for complying with Rule 18f-4. In accordance with the Staff’s comment, the Trust has revised the Option Contracts Risk as follows:

Option Contracts Risk. The use of option contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of option contracts are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, changes in interest or currency exchange rates, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events. There may at times be an imperfect correlation between the movement in values option contracts and the reference asset, and there may at times not be a liquid secondary market for certain option contracts. The Fund has taken the necessary steps to comply with the requirements of Rule 18f-4 under the 1940 Act (“Rule 18f-4”) in its usage of FLEX Options. The Fund has adopted and implements a derivatives risk management program that contains policies and procedures reasonably designed to manage the Fund’s derivatives risks, has appointed a derivatives risk manager who is responsible for administrating the derivatives risk management program, complies with outer limitations on risks relating to its derivatives transactions and carries out enhanced reporting to the Board, the SEC and the public regarding its derivatives activities. To the extent the Fund is noncompliant with Rule 18f-4, the Fund may be required to adjust its investment portfolio which may, in turn, negatively impact the Fund’s ability to deliver the sought-after Outcomes.

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Additionally, the Trust believes the disclosure in each Fund’s statement of additional information adequately describes the requirements to comply with Rule 18f-4 and each Fund states it will comply with the requirements of Rule 18f-4.

Comment 8 – Additional Information About the Fund’s Principal Investment Strategies

With respect to the “Fund Return Profile” graph, if accurate, please consider revising “Initial Br