FORM 4
                                for
                          LLOYD R. ABRAMS
                      securities ownership in
                    BENTLEY INTERNATIONAL, INC.
                         January  11, 1999


Address: Lloyd R. Abrams, President and Chief Executive Officer, Bentley 
International, Inc., 9719 Conway Road,
St. Louis, MO 63124

Date of Acquisition:  On December 1, 1998, Lloyd R. Abrams acquired the 
following securities of Bentley International, Inc.:

Common Stock Acquired: 40,000 shares (the "Bentley Common Shares") of Common 
Stock of Bentley International, Inc., $.18 par value ("Bentley Common Stock")

Total Bentley Common Stock Beneficially Owned as of the Date Hereof:  1,321,000
shares

Warrant  Acquired:  Warrant for the purchase of up to 300,000  shares of Bentley
Common  Stock at $10.00 per share (the  "Warrant")  at any time on or after July
30,  1998  through  the  earlier to occur of (A) July 30, 2008 or (B) sixty (60)
days after the last  reported sale price per share of Bentley  Common Stock,  as
reported on the OTC Bulletin  Board or any stock exchange upon which the Bentley
Common Stock is subsequently listed, exceeds $15.00 per share

Total Shares of Bentley Common Stock for Which Warrants Are Held as of the Date
Hereof:  300,000

Purchase Price,  Consideration and Value of  Consideration:  The Warrant and the
Bentley  Common  Shares  were  acquired  as  part of the  consideration  paid in
connection with a Repurchase Agreement and Mutual General Release among Lloyd R.
Abrams, Bentley International,  Inc., Windsor Art, Inc., Interiors, Inc. and Max
Munn dated December 1, 1998 (the "Mutual Release"), which is attached as Exhibit
2 to the Form  8-K of  Bentley  International,  Inc.  dated  December  1,  1998.
Pursuant to the Mutual  Release,  Lloyd R. Abrams released  Interiors,  Inc. and
Windsor Art, Inc. from their obligations under a consulting agreement dated July
30, 1998 (the "Consulting Agreement"),  which is attached as Exhibit 10.5 to the
Form 10-QSB of Bentley International, Inc. for June 30, 1998. In November, 1998,
prior to the Mutual Release, an appraiser valued the present value of the rights
of Mr.  Abrams under the  Consulting  Agreement  as  $450,322.  Under the Mutual
Release,  Mr.  Abrams  received  $138,444.32  in addition to the Bentley  Common
Shares and the Warrant for his release of Interiors,  Inc. and Windsor Art, Inc.
The value of Bentley Common Stock is approximately $1.00 per share on the market
for registered shares. The Bentley Common Shares, the Warrant and the shares for
which the Warrant is exercisable are subject to  restrictions  on transfer.  The
appraiser found that the current value of the Warrant is not ascertainable.


                                          /s/Lloyd R. Abrams
                                          Lloyd R. Abrams