ABSTRACT: The transition from early long-term potentiation (E-LTP) to late long-term potentiation (L-LTP) is a multistep process that involves both protein synthesis and degradation. The ways in which these two opposing processes interact to establish L-LTP are not well understood, however. For example, L-LTP is attenuated by inhibiting either protein synthesis or proteasome-dependent degradation prior to and during a tetanic stimulus (e.g., Huang et al., 1996; Karpova et al., 2006), but paradoxically, L-LTP is not attenuated when synthesis and degradation are inhibited simultaneously (Fonseca et al., 2006). These paradoxical results suggest that counter-acting 'positive' and 'negative' proteins regulate L-LTP. To investigate the basis of this paradox, we developed a model of LTP at the Schaffer collateral to CA1 pyramidal cell synapse. The model consists of nine ordinary differential equations that describe the levels of both positive- and negative-regulator proteins (PP and NP, respectively) and the transitions among five discrete synaptic states, including a basal state (BAS), three states corresponding to E-LTP (EP1, EP2, and ED), and a L-LTP state (LP). An LTP-inducing stimulus: 1) initiates the transition from BAS to EP1 and from EP1 to EP2; 2) initiates the synthesis of PP and NP; and finally; 3) activates the ubiquitin-proteasome system (UPS), which in turn, mediates transitions of EP1 and EP2 to ED and the degradation of NP. The conversion of E-LTP to L-LTP is mediated by the PP-dependent transition from ED to LP, whereas NP mediates reversal of EP2 to BAS. We found that the inclusion of the five discrete synaptic states was necessary to simulate key empirical observations: 1) normal L-LTP, 2) block of L-LTP by either proteasome inhibitor or protein synthesis inhibitor alone, and 3) preservation of L-LTP when both inhibitors are applied together. Although our model is abstract, elements of the model can be correlated with specific molecular processes. Moreover, the model correctly captures the dynamics of protein synthesis- and degradation-dependent phases of LTP, and it makes testable predictions, such as a unique synaptic state (ED) that precedes the transition from E-LTP to L-LTP, and a well-defined time window for the action of the UPS (i.e., during the transitions from EP1 and EP2 to ED). Tests of these predictions will provide new insights into the processes and dynamics of long-term synaptic plasticity.