Pretreating inferior residues to provide feedstock with trace metals and a few asphaltenes for downstream processes is important for refineries to process heavier crude oils. Toward this end, the upgrading of vacuum-residue (VR) over special Catalysts designed for decarbonization and demetalization was investigated in a fluidized bed reactor. The effects Of operating parameters such as reaction temperature, catalyst-to-oil ratio, and weight hourly space velocity on product distribution and removals of contaminants were determined. The experimental results demonstrate that low cracking Severity is favorable for obtaining the maximum liquid yield, giving rates of removal for metals, Conradson carbon residue, and asphaltenes for residue of more than 98%, 85%, and 97% respectively. In addition, a seven-lump kinetic model with a detailed product distribution was developed to describe reaction behaviors of VR upgrading. Rate constants and apparent activation energies were estimated with the improved Marquardt method. The effect tests show that the kinetic model can predict the product yields very well.