This NSF Cyber-Physical Systems (CPS) Frontiers project "Foundations Of Resilient CybEr-physical Systems (FORCES)" focuses on the resilient design of large-scale networked CPS systems that directly interface with humans. FORCES aims to pr ovide comprehensive tools that allow the CPS designers and operators to combine resilient control (RC) algorithms with economic incentive (EI) schemes. Scientific Contributions The project is developing RC tools to withstand a wide-range of attacks and faults; learning and control algorithms which integrate human actions with spatio-temporal and hybrid dynamics of networked CPS systems; and model-based design to assure semantically consistent representations across all branches of the project. Operations of networked CPS systems naturally depend on the systemic social institutions and the individual deployment choices of the humans who use and operate them. The presence of incomplete and asymmetric information among these actors leads to a gap between the individually and socially optimal equilibrium resiliency levels. The project is developing EI schemes to reduce this gap. The core contributions of the FORCES team, which includes experts in control systems, game theory, and mechanism design, are the foundations for the co-design of RC and EI schemes and technological tools for implementing them. Expected Impacts Resilient CPS infrastructure is a critical National Asset. FORCES is contributing to the development of new Science of CPS by being the first project that integrates networked control with game theoretic tools and the economic incentives of human decision makers for resilient CPS design and operation. The FORCES integrated co-design philosophy is being validated on two CPS domains: electric power distribution and consumption, and transportation networks. These design prototypes are being tested in real world scenarios. The team's research efforts are being complemented by educational offerings on resilient CPS targeted to a large and diverse audience.