Abstract: The present invention consists of an improved method and apparatus to upgrade bitumen in various forms which comprises four main components; namely, a fractionator equipped with a condenser, a heavy gas oil catalytic treater, a catalyst regenerator/gasifier and a gas cleanup assembly. In operation, the bitumen in liquid form is fed to the fractionator for initial separation of fractions with the bulk of the bitumen leaving the bottom of the fractionator in the form of a heavy gas oil which is pumped to the catalytic treater and sprayed on a hot catalyst to crack the heavy gas oil (an endothermic reaction) to release lighter hydrocarbons in the form of H2 rich volatile matter while depositing carbon on the catalyst. The volatile matter from the treater is directed to the fractionator where the condensable fractions are separated from the non-condensable H2 rich gas, a valuable primary gas.