The MODELS series of conferences is the premier venue for the exchange of - novative technical ideas and experiences focusing on a very important new te- nical discipline: model-driven software and systems engineering. The expansion of this discipline is a direct consequence of the increasing significance and success of model-based methods in practice. Numerous efforts resulted in the invention of concepts, languagesand tools for the definition, analysis,transformation, and verification of domain-specific modeling languages and general-purpose modeling language standards, as well as their use for software and systems engineering. MODELS 2010, the 13th edition of the conference series, took place in Oslo, Norway, October 3-8, 2010, along with numerous satellite workshops, symposia and tutorials. The conference was fortunate to have three prominent keynote speakers: Ole Lehrmann Madsen (Aarhus University, Denmark), Edward A. Lee (UC Berkeley, USA) and Pamela Zave (AT&T Laboratories, USA). To provide a broader forum for reporting on scientific progress as well as on experience stemming from practical applications of model-based methods, the 2010 conference accepted submissions in two distinct tracks: Foundations and Applications. The primary objective of the first track is to present new research results dedicated to advancing the state-of-the-art of the discipline, whereas the second aims to provide a realistic and veriable picture of the current state— the-practice of model-based engineering, so that the broader community could be better informed of the capabilities and successes of this relatively young discipline. This volume contains the final version of the papers accepted for presentation at the conference from both tracks.