Abstract: The invention relates to systems and methods for catalytic down-hole upgrading of heavy oil and oil sand bitumens. The method enables upgrading heavy oil in a production well within a hydroprocessing zone including the steps of: introducing a controlled amount of heat to the hydroprocessing zone; introducing a selected quantity of hydrogen to the hydroprocessing zone to promote a desired hydrocarbon upgrading reaction; and, recovering upgraded hydrocarbons at the surface. The invention further includes the hardware capable of performing the method.