The dynamics of bush thickening by Acacia mellifera in the arid Namibian Highland Savanna was investigated. First, a conceptual state-and-transition model was developed, based on preliminary findings, personal observations and resultant insights. In this model it was proposed that two main states exist, an open, grassy state and a bush-thickened state. Each of these is subdivided into other states. An unstable transitional state with A. mellifera seedlings within the grass sward is a crucial juncture between the grassy and bush thickened state. In the model, the transition to this unstable state occurs after at least two, but more likely three, consecutive years of well above-average annual rainfall through seed production followed by germination and establishment. Only an interruption by fire, which has a high probability of coinciding with this establishment if the grass sward is lightly utilised, prevents a further transition to a bush thickened state. Fire returns the vegetation to a grassy state by causing an almost 100 % mortality of seedlings. If fire is absent through a lack of fuel (overgrazing) or fire is deliberately excluded, the transition to a bush-thickened state is a fait accompli, but may take decades to reach. Transitions from the bush-thickened state to a grassy state require drought and the associated fungal dieback, which accelerates the senescence of mature shrubs. The model proposes that a transition towards the unstable transitional state occurs rarely, due to the rarity of suitable climatic conditions (protracted period of consecutive years of above-average annual rainfall). The mechanisms of two key transitions were tested. Key words: bush thickening, arid savanna, Namibia, state-and-transition, rainfall, fire, competition, browsing, historical evidence.