WE PROPOSE TO CONDUCT THREE 15 KS XMM OBSERVATIONS OF M33 TO BE COORDINATED WITH A NUSTAR LEGACY PROGRAM. WITH THESE OBSERVATIONS WE WILL STUDY THE DISTRIBUTION OF X-RAY BINARY (XRB) ACCRETION STATES IN AN ACTIVELY STAR-FORMING ENVIRONMENT AND CONSTRAIN THE 0.3-40 KEV SPECTRUM AND VARIABILITY OF THE MOST LUMINOUS XRB IN THE LOCAL GROUP THE ULX M33 X-8 AS WELL AS TWO OTHER BRIGHT SOURCES. OUR SURVEY AREA COVERS ?:. 70% OF THE STAR-FORMATION ACTIVITY WITHIN THE M33 DISK. THE XMM OBSERVATIONS WILL ENABLE CRITICAL SIMULTANEOUS LOW-ENERGY COVERAGE AND HIGH SPATIAL RESOLUTION COUNTERPARTS TO NUSTAR SOURCES AIDING IN SOURCE DEBLENDING AND MEASUREMENT OF ACCRETION STATES. WE EXPECT TO CHARACTERIZE XRB ACCRETION STATES FOR ~15 SOURCES MOST OF WHICH ARE EXPECTED TO BE HIGH-MASS XRBS (HMXBS). BY COMPARISON THE NUMBER OF VISIBLE MILKY WAY AND MAGELLANIC CLOUD HMXBS ABOVE THE LUMINOSITY LIMIT OF OUR SURVEY (LX ~ 1037 ERG S- 1) IS ~7 (DEPENDING ON VARIABILITY). FURTHERMORE THIS DATA SET WILL CONTAIN A FACTOR OF 8-15 TIMES MORE HMXBS THAN A SIMILAR XMM AND NUSTAR SURVEY OF M31. OUR PROGRAM WILL PROVIDE SIGNIFICANT GAINS IN- OUR KNOWLEDGE OF HMXB ACCRETION STATES AND THE DETAILS OF THE ACCRETION PROCESS IN ULXS WITH ~1039 ERG S-1 . THE LATTER POPULATION WILL FILL THE GAP BETWEEN LOWERLUMINOSITY HMXBS AND HIGH LUMINOSITY ULXS THAT HAVE BEEN STUDIED IN DETAIL AT>10 KEV.