A kinetics model of the upgrading of shale oil in supercritical water (SCW) was developed. The model predicts the yields of coke (C)asphalt (A), resid (R), distillate (D) and gas (G), as well as nitrogen (N) removal as a function of batch reaction or plug flow holding time, from the reaction of shale oil in SCW with added catalyst and hydrogen. Mechanistically derived submodels provide the functional dependence of the overall rates of reaction of C, A, R, D and G on process variables. The model can be utilized in two complementary ways. First, it is a quantitative summary of mechanistic insights and hypotheses that suggest further laboratory testing. Second, it can be useful in process engineering calculations.