THE ABSORPTION OF NEARLY HALF OF ALL ANTHROPOGENIC CARBON DIOXIDE (CO2) EMISSIONS BY TERRESTRIAL AND MARINE ECOSYSTEMS HAS PLAYED A CRITICAL ROLE IN MITIGATING CLIMATE CHANGE. HOWEVER A PERSISTENT LACK OF UNDERSTANDING OF THESE UPTAKE PROCESSES IMPEDES ATTRIBUTION AND THEREBY INTRODUCES LARGE UNCERTAINTIES INTO PROJECTIONS OF THE TRAJECTORY OF CARBON AND CLIMATE IN COMING DECADES. A BETTER UNDERSTANDING AND QUANTIFICATION OF THE SEASONAL AND INTERANNUAL VARIABILITY OF CARBON FLUX BETWEEN THE ATMOSPHERE AND OCEAN AND TERRESTRIAL BIOSPHERES IS CRITICALLY NEEDED TO IMPROVE PREDICTIONS FROM EARTH SYSTEM MODELS. WE PROPOSE TO BRING TOGETHER A DIVERSE SUITE OF REMOTE SENSING OBSERVATIONS MECHANISTIC MODELS AND NASA S GODDARD EARTH OBSERVING SYSTEM VERSION 5 (GEOS-5) MODEL TO ADDRESS TWO OBJECTIVE 1) QUANTIFY THE PROCESSES CONTROLLING THE TEMPORAL VARIABILITY OF BIOSPHERE-ATMOSPHERE CO2 FLUX ON SEASONAL AND INTERANNUAL TIMESCALES FROM 1989 TO 2018 AND 2) EVALUATING THE PREDICTABILITY OF THE COMPONENTS OF CARBON FLUX ON SEASONAL TIMESCALES. BECAUSE GEOS-5 HAS BEEN DEVELOPED TO INCORPORATE A VARIETY OF EARTH SYSTEM OBSERVATIONS AND INCLUDES A COMPLETE AND PHYSICALLY CONSISTENT DEPICTION OF THE ATMOSPHERE LAND AND OCEAN CARBON CYCLES IT REPRESENTS A UNIQUE AND IDEAL SYNTHESIS FRAMEWORK FOR THIS EFFORT. BY EXPANDING THE REALISM OF PROCESSES THAT COULD BE INCLUDED IN GEOS-5 SEASONAL FORECASTS THIS EFFORT SUPPORTS NASA S GOALS TOWARD AN INTEGRATED EARTH SYSTEM MODELING AND PREDICTION FRAMEWORK. WE PROPOSE TO INTEGRATE A NUMBER OF OBSERVATIONS INTO THE GEOS-5 MODELING SYSTEM TO REFINE RETROSPECTIVE ESTIMATES OF BOTH TERRESTRIAL AND MARINE CARBON FLUX AND TO TEST HYPOTHESES REGARDING THE EFFECTS OF CLIMATE DRIVERS ON TERRESTRIAL CARBON FLUX. THIS WILL INCLUDE ASSIMILATING SEVERAL SATELLITE OCEAN COLOR PRODUCTS IN THE NASA OCEAN BIOGEOCHEMISTRY MODEL (NOBM) TO IMPROVE THE REPRESENTATION OF OCEAN BIOLOGY. WE WILL ALSO UTILIZE REMOTE SENSING DATASETS TO INCREASE THE TEMPORAL RESOLUTION OF GLOBAL LAND-USE CHANGE ESTIMATES AND FIRE EMISSIONS TO BETTER CONSTRAIN THE TEMPORAL VARIABILITY OF THE TERRESTRIAL CARBON CYCLE. THIS INFORMATION WILL BE INCORPORATED INTO TWO NASA TERRESTRIAL BIOSPHERE MODELS CATCHMENT-CN A DYNAMIC VEGETATION MODEL THAT IS INTEGRATED WITHIN GEOS-5 AND THE ECOSYSTEM DEMOGRAPHY (ED) MODEL A CORE MODELING RESOURCE SUPPORTING THE GLOBAL ECOSYSTEM DYNAMICS INVESTIGATION (GEDI) MISSION TO MAP BIOMASS. FLUXES WILL BE EVALUATED THROUGH 1) COMPARISON TO TOP-DOWN FLUX ESTIMATES INFERRED FROM SURFACE CO2 OBSERVATIONS AND 2) COMPARISON AGAINST AVAILABLE AIRCRAFT AND SATELLITE OBSERVATIONS.