Phosphorylation and dephosphorylation play a fundamental role in eukaryotic signaling. Some 30% of proteins are phosphorylated at any time, many on multiple sites, raising the question of how the cellular phosphorylation state is regulated. Previous work for one and two phosphorylation sites has revealed mechanisms, such as distributive phosphorylation, for switch-like regulation of maximally phosphorylated phosphoforms. These insights have led to the influential view that more phosphorylation sites leads to steeper switching, as proposed for substrates like cyclin E and the cyclin-dependent kinase inhibitor Sic1. An analytical study of the ordered distributive case reveals a more complex story. Multisite phosphorylation creates an efficient threshold: The proportion of maximally phosphorylated substrate is maintained close to 0 when the ratio of kinase to phosphatase activity lies below a suitable threshold, and this threshold increases with increasing numbers of sites, n. However, above the threshold, the response may not always abruptly switch between 0 and 1, as would be the case for an efficient switch, but may increase in a gradual manner, which becomes more hyperbolic with increasing n. Abrupt switching cannot be attributed merely to n being large. We point out that conventional measures of ultrasensitivity must be modified to discriminate between thresholding and switching; we discuss additional factors that influence switching efficiency and suggest new directions for experimental investigation. cellular phosphorylation state ͉ distributive versus processive ͉ ultrasensitivity ͉ multistability P hosphorylation and dephosphorylation (P&D) on serine, threonine, and tyrosine residues are ubiquitous and fundamental processes in eukaryotic signaling. Some 500 protein kinases, and perhaps half as many protein phosphatases, are thought to be present in the human genome (1), and 30% of all proteins in any eukaryotic cell are thought to be phosphorylated at any time (2), many on multiple sites.A substrate molecule with n phosphorylation sites may occupy 2 n potential states. A population of such molecules contains different proportions of molecules in each of these states; these proportions are being determined by the competitive balance between the relevant kinases and phosphatases. In principle, a population of N molecules could occupy (2 n ) N states. If it seems unlikely that a cell would fully utilize this enormous range of possibilities, that begs the question of how it regulates those phosphorylation states it uses.Early studies for n ϭ 1 uncovered two regulatory principles. First, P&D could integrate the contributions of multiple effectors and tune the proportion of a singly phosphorylated substrate to any point over a wide range (3). The 2 N states in the population are utilized as a discrete proxy for a continuously tunable response. Second, P&D could also exhibit ultrasensitivity, in which a small change in kinase or phosphatase concentration causes a much larger change in the proportion of phosphoryl...