Excess produced water is always a challenge for heavy oil operations with steam flood. The management of produced water is critical to oil recovery in steam flood. There are several options for produced water disposal including downhole injection and benfitial reuse after proper treatment. Downhole disposal is not always available and the capacity may not be sufficient. For benefitial reuse, we always need to meet stringent environmental regulations for local government. Some common regulated components in produced water are pH, COD, OIW, ammonia, phenol and TDS etc. Membrane technology is one of the most promising and cost-effective ways for the treatment needs. Here we propose a membrane process design to remove COD, OIW, ammonia, phenol and TDS to meet environmental regulations with significant less CAPEX and OPEX. We have conducted laboratory membrane pilot test using different membranes to optimize membrane process design. The results indicated that both ammonia and phenol can be removed using one pass or two pass RO system if proper pretreatment is conducted. We were able to meet the treatment targets for final permeate from membrane testing. Scale formation in RO membranes can be managed by application of proper antiscalants. Cost evaluation of proposed membrane process was also conducted. Both CAPEX and OPEX are much lower than commercial produced water treatment packages. In summary, this proposed membrane process shows great economical potential for produced water treatment for beneficial reuse in heavy oil operations.