The sleeping neocortex shows nested oscillatory activity in different frequency ranges, characterized by fluctuations between "up-states" and "down-states." High-density neuronal ensemble recordings in rats now reveal the interaction between synchronized activity in the hippocampus and neocortex: Electroencephalographic sharp waves in the hippocampus were more probable during down-states than during up-states, and tended to coincide with transitions from down-states to up-states. The form of cortical activity fluctuations and their interactions with sharp waves depend on sleep depth: In deeper sleep stages, characterized by strong neocortical oscillation in the delta range or slower ([Similar to]0.8-4 Hz), sharp-wave-triggered peri-event time histograms (PETH) are consistent with a longer duration for down-states than for up-states. In lighter sleep, the sharp-wave-triggered PETH suggested longer up-states than down-states. These results highlight the interplay in the hippocampal/neocortical loop: Decreased neocortical input during down-states may be a factor in generation of sharp waves. In turn, sharp waves may facilitate down-to-up transitions. This interplay may reflect joint memory trace reactivation in the hippocampus and in the neocortex, possibly contributing to consolidation of long-term memory: Off-line reactivation of recent neural activity patterns in the hippocampus occurs during 50-100-msec electroencephalographic sharp waves, corresponding to pyramidal-cell population bursts. The neocortical up-states starting in correspondence with sharp waves may be influenced by the reactivated information carried by the hippocampal sharp wave. (Contains 1 table and 6 figures.)