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                              August 28, 2020

       Gregory S. Bentley
       Chief Executive Officer
       Bentley Systems, Incorporated
       685 Stockton Drive
       Exton, PA 19341

                                                        Re: Bentley Systems,
Incorporated
                                                            Registration
Statement on Form S-1
                                                            Filed August 21,
2020
                                                            File No. 333-248246

       Dear Mr. Bentley:

              We have reviewed your registration statement and have the
following comment. In our
       comment, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Registration Statement on Form S-1 filed August 21, 2020

       General

   1.                                                   We note that you are
contemplating paying a cash dividend of up to $1.50 per share to
                                                        existing shareholders.
To the extent that such dividend is approved by the Board of
                                                        Directors, please
revise to include pro forma information on the face of your most recent
                                                        historical consolidated
balance sheet to reflect this dividend. Also, provide pro forma per
                                                        share data in your
historical consolidated statement of operations for the latest year and
                                                        most recent interim
period giving effect to the number of shares whose proceeds will be
                                                        necessary to pay the
dividend. Refer to SAB Topic 1.B.3.
 Gregory S. Bentley
FirstName LastNameGregory
Bentley Systems, IncorporatedS. Bentley
Comapany
August 28, NameBentley
           2020         Systems, Incorporated
August
Page 2 28, 2020 Page 2
FirstName LastName
        You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeffrey Kauten, Staff
Attorney, at (202)
551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:      Richard Fenyes, Esq.