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[Chapman and Cutler LLP Letterhead]

November 27, 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 May 20, 2022 (the “Registration Statement”). The Registration Statement relates to the Innovator [Growth-100] Managed Floor ETF (formerly Innovator Technology Managed Floor ETF) (the “Fund”), a series of the Trust. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement. The Registrant notes that responses to comments to the Innovator Equity Managed Floor ETF, were previously addressed in separate correspondence via Edgar correspondence to the Staff on October 24, 2022 and November 3, 2022.

Comment 1 – General

The Staff requests confirmation that the Fund’s next filing will consist of a completed registration statement, including all blanks, bracketed information and information yet to be filled in.

Response to Comment 1

The Fund confirms that its next filing will consist of a completed registration statement.

Comment 2 – General

The Staff requests the Fund provide a response to these comments as soon as possible but at least 5 days prior to effectiveness of the Registration Statements.

Response to Comment 2

The Fund confirms it will provide a response to the Staff’s comments more than 5 days prior to effectiveness of the Registration Statement.

Comment 3 – General

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

Response to Comment 3

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

Comment 4 – General

If the Fund 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 Fund’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 4

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

Comment 5 – Investment Objective

The Staff notes the Fund’s investment objective provides:

“[t]he Fund seeks to provide capital appreciation while limiting the maximum amount of losses experienced by investors (prior to taking into account management fees and other fees).”

To the extent that this disclosure indicates that there are gains or sought-after protection, the Staff requests the Fund make clear that such gains or sought-after protection is not guaranteed so that a reasonable investor may understand. Further, the Staff asks the Fund to consider whether “limiting the maximum amount of losses” is accurate given the way the floor will operate, as it may give the misleading impression that the downside protection is unlimited.

Response to Comment 5

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

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Comment 6 – Investment Objective

The Staff notes the Fund does not reference its annual management fees in the investment objective. To the extent a Fund will not include the actual management fee, please explain to the Staff why it is appropriate to have the disclosure in its current construction. The Staff notes this comment also applies to the principal investment strategies section for the Fund.

Response to Comment 6

The Fund’s investment objective has been revised and includes that the sought-after limitation on losses the Fund seeks to provide is considered before the annual management fee but does not provide its specific fee. Given the operation of the floors implemented by the Fund, it is impossible disclose a specific floor and the management fees impact thereon, and any inclusion of specific numbers would be misleading on the Fund’s user.

Comment 7 – Principal Investment Strategies

The Staff requests the Fund clarify what type of option contracts the Fund will use. Please revise the principal investment strategies to indicate the specific type of option contracts the Fund will use to execute its investment strategy and the attendant risks thereto. Please see items 4 and 9 of Form N-1A.

Response to Comment 7

The Fund will use standard listed option contracts to execute its principal investment strategy. The Fund’s prospectus reflects this strategy, as reflected in Exhibit A.

Comment 8 – Statement of Additional Information

To the extent the Fund’s prospectus contains non-principal risks and investment strategies, the Staff notes such disclosure should be relocated to the SAI pursuant to Items 4, 9 and 16 of Form N-1A.

Response to Comment 8

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

Comment 9 – Principal Investment Strategies

The Staff notes, to the extent not already disclosed, the Fund should disclose the range of capitalization of companies contained in the relevant reference index as well as how often the relevant reference index is reconstituted.

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Response to Comment 9

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

Comment 10 – Principal Investment Strategies

The Staff requests that if the Fund has selected an industry or group of industries for purposes of its principal investment strategies, that the Fund should disclose that accordingly and include attendant risks.

Response to Comment 10

The Fund has added disclosure to reflect the exposure in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 11 – Principal Investment Strategies

The Staff notes section “Principal Investment Strategies—Hedging Strategy” should be clarified as to why the Fund is hedging in pursuit of its investment objective. Clarify the disclosure as to what is likely to be important to a reasonable investor given the Fund’s goals and experience a shareholder will have with respect to the Fund’s NAV versus the price movements of the securities represented in the appropriate reference index. The Staff requests the disclosure be enhanced and clarified so that a reasonable investor can understand what the Fund is trying to do and more specifically what it means to the individual investor, given when such investor buys and sells shares and what such investor’s experience will be.

Response to Comment 11

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

Comment 12 – Principal Investment Strategies

The Staff asks the Fund to clarify what the period for the sought-after downside protection is. In the Staff’s view it is not currently clear how it operates with respect to the attempted downside protection for an individual shareholder’s experience. How long does a shareholder have to hold their shares to realize the Fund’s sough-after protection? Is the protection 10% at the start of each period, each month? Please revise and clarify so that an investor may understand what they are entitled to based on when they buy-in and sell-out of the Fund. The Staff asks the Fund also add correlating risk disclosure on this point.

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Response to Comment 12

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

Comment 13 – Principal Investment Strategies

The Staff requests the Fund clarify what the Fund means by “premium outlay” in the below disclosure:

“The Fund will also systemically sell short-dated call option contracts, which have an expiration date of approximately two weeks, with an objective of generating incremental returns above and beyond the premium outlay of the protective put option contracts.”

Response to Comment 13

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

Comment 14 – The Floor

The Staff requests clarification as to whether the 10% floor is a continuous ongoing function or if it will have a specific outcome period? Will the sought-after 10% level change or remain constant? Could this level be changed internally during the period of any options period, and if so, would the prospectus be revised? The Staff requests the Fund add a risk factor should clarify that the 10% level is the goal, but given the market conditions that the sought-after 10% floor may not always be achievable.

Response to Comment 14

The Fund’s prospectus has been revised to provide more clarity to these points in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 15 – Principal Investment Strategies

The Staff notes the following disclosure:

“The Sub-Adviser will seek short-dated call option contracts, which have an expiration date of approximately two weeks, in an effort to minimize the risk that the Fund will be unable to participate in significant increases in the level of NDX over the life of the option contract.”

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Please enhance the above disclosure in plain English so that a reasonable investor may understand.

Response to Comment 15

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

Comment 16 – Principal Investment Strategies

The Staff notes the following disclosure:

“Therefore, while changes in the price of the NDX will result in changes to the Fund’s NAV, the Sub-Adviser generally anticipates that the rate of change in the Fund’s NAV will be less than that experienced by NDX. In addition, in connection with the Fund’s laddered investment approach described below, the Fund’s put option contracts in each Options Portfolio will have different expiration dates and initial values of NDX, resulting in price movements of differing magnitude for the Options Portfolio.”

The Staff requests the above disclosure be simplified in plain English so that a reasonable investor may understand. Further, the Staff notes this paragraph in the principal investment strategies is dense and contains complex information. The Staff also asks the Fund consider, to the extent there is generalized options language, relocating the optionality about option contracts to the Fund’s “Additional Information About the Fund’s Principal Investment Strategies” section. Additionally, the Staff requests the Fund consider breaking up the “Principal Investment Strategies—Hedging Strategy—Options Portfolio” subsection into smaller paragraphs to assist readability.

Response to Comment 16

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

Comment 17 – Principal Investment Strategies

The Staff notes the following disclosure in the “Principal Investment Strategies—Options Portfolio Laddering” subsection:

“‘Laddering’ is an investment technique that utilizes multiple option positions over multiple expiration dates, to avoid the risk of reinvesting a large portion of assets in an unfavorable market environment and to create more opportunities to reset floor opportunities during extended periods of market appreciation.” (emphasis added)

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In considering resetting of options portfolio, please clarify what the portfolio managers consider in the review process, for example volatility. The Staff requests the Fund briefly summarize what the portfolio managers review in plain English so that a reasonable shareholder may understand.

Response to Comment 17

The Fund has revised its disclosure to more clearly explain this process in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 18 – Principal Investment Strategies

The Staff notes that NDX does not take into account interest and dividend rates. To the extent there is not any disclosure contemplating these aspects of the reference index, please add disclosure so that a reasonable investor can understand those aspects and what it means for their investment.

Response to Comment 18

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

Comment 19 – Principal Risks

The Staff notes the Fund’s “Clearing Member Default Risk” has a reference to multiple types of derivative instruments. Please only include the specific types of derivatives used by the Fund and the attendant risks thereto should be summarized, please see items 4 and 9 of Form N-1A. Please revise to indicate the specific derivatives.

Response to Comment 19

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

Comment 20 – Principal Risks

The Staff notes the following disclosure in the Fund’s “Upside Participation Risk”:

“The Fund uses near term expiration dates for the sold call option contracts to minimize the likelihood of this occurrence.”

The Staff requests the Fund clarify the mitigating language above to make clear that this strategy may not be successful.

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Response to Comment 20

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

Comment 21 – Principal Risks

The Staff notes the Fund’s “Counterparty Risk” may need revisions given what option contracts the Fund intends to use, as it appears the Fund may not use OTC options. The Staff requests the Fund be specific about what types of option contracts it will enter and given attendant counterparty risk and revise accordingly. To the extent these give rise to valuation risk considerations, please add attendant disclosure contemplating such considerations accordingly.

Response to Comment 21

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

Comment 22 – Additional Information About the Fund’s Principal Investment Strategies

Pursuant to Item 9(a) of Form N-1A, the Staff requests the Fund indicate whether the Fund’s investment objective can be changed without shareholder approval and disclose any Fund policy for which shareholders will be given advance-notice.

Response to Comment 22

The Fund’s prospectus has been revised in accordance with the Staff’s comment, as reflected in Exhibit A. The Fund notes that its prospectus indicated that the investment objective and policies described herein are non-fundamental policies that may be changed by the Board without shareholder approval.

Comment 23 – Additional Risks of Investing in the Fund

The Staff notes that certain disclosure in the Fund’s Additional Risks of Investing in the Fund section merely repeats or is substantially identical to the information included in the summary prospectus. Please revise the disclosure to remove duplicative disclosure. In this regard, Form N-1A provides that the principal investment strategies and risks required in Item 4 summary section should be based on the information given in response to Item 9 of Form N-1A. Form N-1A also provides that information given in response to Items 2-8 need not be repeated elsewhere. See IM Guidance Update 2014-08.

Response to Comment 23

The Fund has reviewed and revised certain disclosure, as reflected in Exhibit A.

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Comment 24 – Net Asset Value

The Staff notes the following disclosure in the Fund’s “Net Asset Value” section:

“Exchange-traded options (other than FLEX Options) and futures contracts will be valued at the closing price in the market where such contracts are principally traded. If no closing price is available, they will be fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price. OTC options and futures contracts are fair valued at the mean of the most