X-ray spectral state transitions are a key signature of black hole X-ray binaries and follow a well-defined pattern. We examined 12 XMM-Newton observations of the nearby spiral galaxy NGC 1313, which harbors two compact ultraluminous X-ray sources (ULXs), X-1 and X-2, in order to determine if the state transitions in ULXs follow the same pattern. For both sources, the spectra were adequately fitted by an absorbed power law with the addition of a low-temperature ( keV) disk blackbody component required in six of the 12 obserkT p 0.1-0.3 vations. As the X-ray luminosity of X-1 increases to a maximum at ergs s Ϫ1 , the power-law photon 40 3 # 10 index softens to 2.5-3.0. This behavior is similar to the canonical spectral state transitions in Galactic black hole binaries, but the source never enters the high/soft or thermal-dominant state and instead enters the steep powerlaw state at high luminosities. X-2 has the opposite behavior and appears to be in the hard state, with a photon index of at high luminosity, but can soften to at the lower luminosities. G p 1.7-2.0 G p 2.5