Abstract. This paper pursues three primary objectives. First, a brief introduction to system-of-systems is presented in order to establish a foundation for exploration of the role of human system modeling in this context. Second, the sources of complexity related to human participation in a system-of-systems are described and categorized. Finally, special attention is placed upon how this complexity might be better managed by greater involvement of modeling of human behavior and decision-making. The ultimate objective of the research thrust is to better enable success in the various system-of-systems that exist in society.