The ability of layer I activation to facilitate the induction of long-term potentiation (LTP) in layer II/III horizontal connections of motor cortex (MI) was examined in rat brain slice preparations. Field potentials evoked in layer I and layer II/III horizontal pathways were recorded from radially aligned MI sites. While theta burst stimulation (TBS) of layer II/III pathways alone failed to induce LTP, simultaneous TBS of layer I and layer II/III inputs on alternate sides of the recording electrodes induced LTP in the layer II/III input in 8 out of 13 slices (mean change +20+/-6%; N=13). In the same cases, the layer I connections showed mixed effects: LTP in three cases, LTD in five cases, and no modification in five slices. Despite the facilitatory effect of layer I activation on layer II/III LTP induction, we found that the critical circuitry for this effect was outside layer I. Cutting the layer I fibers selectively in the slice did not prevent layer II/III LTP induction, while cuts preserving only layer I blocked layer II/III LTP after conjoint I+II/III TBS. Cholinergic fibers were evaluated as candidates for the facilitatory effect because they branch widely in both layers and they are thought to participate in synaptic modification. The cholinergic contribution to layer II/III LTP facilitation was investigated using bath application of muscarinic antagonists. Muscarinic blockade prevented facilitation of layer II/III LTP by layer I coactivation. Instead, conjoint stimulation in 10 microM atropine produced long-term depression (LTD) of layer II/III (-18+/-9%; N=11) as well as of layer I (-21+/-6%; N=11) horizontal responses. These results indicate that connections formed within layer I are ineffective in promoting LTP in the deeper-lying horizontal connections; the critical route by which layer I stimulation influenced LTP induction required the circuitry in the deeper layers, particularly the cholinergic system. Thus, it appears that diffuse cholinergic afferents provide an additional route to regulate activity-dependent synaptic modificaton in horizontal cortical connections.