RICHMOND -- Down here, they say the difference between Sydney and Frances Lewis and other folks who have money is that the Lewises enjoy theirs.

Riding in a cab in SoHo in 1963, Best Products Co. Inc. founder and philanthropist Sydney Lewis read an advertisement in The Village Voice saying that somebody named Andy Warhol was willing to "trade art for anything."

"So I called him up, sent him a Best Products catalogue, and told him to pick out what he wanted. He asked for a television set, the biggest RCA floor model going, and a vacuum cleaner," Lewis says. "In exchange, he did a silkscreen portrait of Frances, like his famous Marilyn Monroe."

A while after the Lewises traded with Warhol, they went to see The Factory on East 47th Street, his den of creativity in a former Goodwill warehouse in SoHo. The respectable Richmonders stepped gingerly through the cavernous but crowded space, rocking to Warhol's Velvet Underground, ducking silver balloons, keeping out of the cameras' focus, declining invitations to be in a movie, avoiding people lying all around, reassuring the woman who said, "Don't tell them in Lynchburg you saw me here."

And then they came upon the TV set they'd traded to Warhol.

"It was huge, the biggest color TV RCA made back then. But it was rolling constantly, showing just a haze, as though the vertical control was broken," Lewis said. He hunted up Warhol, and told him, " 'Andy, why don't you send the TV back and we'll replace it with one that works?'

"And he said, 'No, thank you. We set it to roll so all you'd see would be the colors.' "

The Warhol exchange, a passion-at-first perception, came after Sydney Lewis had a heart attack. After that, Lewis says, he "gave up golf and took up collecting." And Frances Lewis, as she had since they were married in 1942 with various enthusiasms -- making and giving away money, liberal politics, social reform and public education -- joined as an equal partner in the enterprise.

The fateful encounter led to the Lewises' collection of late 20th-century art, among the 10 or 12 largest in the country; and, beginning in the '70s, to their second great collection, of late 19th- and early 20th-century decorative arts, without peer in the United States. Though the 20th-century sculpture and painting collection is now the more controversial, the collection of decorative arts -- variously called art nouveau, secession, moderne, art deco, arts and crafts -- was equally controversial in its time, and today is far rarer.

These two collections -- of 3,500 works coddled and lived with in exuberant profusion in the Lewises' own house -- eventually spread out to fill the Lewises' half of the $22 million West Wing of the Virginia Museum of Art that opened in 1985.

For their philanthropy, the Lewises were awarded the President's National Medal of Arts last June, adding to the dozen or more awards they'd already received.

For years in Richmond, Lewis had quietly played Daddy Warbucks to a number of liberal Democratic candidates. But, as Lewis says, "It wasn't until we had a Republican in the White House -- one I didn't support -- that Frances and I were awarded the President's National Medal of the Arts."

And now? "I like Reagan, but I wouldn't vote for him," Lewis says.

Snap Crackle Pop Art The year 1963 was when contemporary art went pop. Academic rules lay like discarded sketches on the floor of the art scene. Artists put down brush and scalpel and took up stuffing goats and dribbling orange juice cans full of paint. It was the time of "conceptual," "ephemeral," "participatory" art. People created "environments" and caused "happenings," and even the connoisseur was hard put to tell theater designers, stage performers and con men from visual artists.

And in that milieu, Sydney and Frances Lewis were reborn from local Richmond Rich to international culture catalysts -- i.e., art groupies.

The Lewises had been born with the qualities they needed to venture into this arcane world: a generous spirit, a strong a sense of the ridiculous, the gift of being able to laugh at themselves and no fear of being thought foolish. They are -- perhaps Sydney more than Frances -- adventurers and gamblers, willing and able to pay for their education and their pleasures.

During those years, many other business people became speculators, fueling the art surge of the '60s, complicating New York divorce property settlements and leading to the ascendance of the auction market. The difference between them and the Lewises is that the Lewises never cashed in their art, and it still earns their interest. They've sold only one painting, by a well-known artist, overseas because they didn't want it known that they owned it.

Lofty Trades Swapping art works for goods or services is a time-honored practice between appreciative artists themselves, between starving artists and bars and restaurants, sometimes between artists with toothaches and dentists, etc. But the Lewises may well be the only ones to get goods for the artists wholesale.

According to legend, they furnished all the lofts of SoHo in the 1970s in exchange for art. Today, Lewis says less than 10 percent of their private collection was bartered -- the Warhol trade being the first piece. But all of Best Products Co.'s almost 1,000 corporately owned art works came that way. Artists swapped paintings and sculpture for kitchen equipment or vacuum cleaners, or other things in the Best catalogue, with prices based on Best's wholesale prices.

Many of the swaps were for television or stereo sets, Lewis says. "Artists like to have noise while they're working. I think it was something like that we swapped Bob Morris for his felt hanging.

"I remember that Jasper Johns wanted dinnerware -- numbers of sets of dinnerware -- small appliances and maybe a TV or so thrown in. Roy Lichtenstein swapped us a pair of pyramids for a refrigerator, a stove and a washing machine.

"Best isn't swapping currently -- it ran out of space -- but some day we'll trade again," Lewis adds.

Art dealer Ivan Karp, whose gallery eventually managed the exchanges, says that "since not all artists have good consciences, the Lewises didn't receive fair value 50 percent of the time."

Well, maybe so. But Sydney Lewis, a Harvard-educated millionaire businessman, is also adept at doing the Southern good-old-boy, soft-soap shuffle, not letting on that in the shell game, he knows very well how the pea gets under the walnut.

Collecting the Artists TheLewises collect not only the art, but also the artists. Dealer Karp says that when he first met the Lewises, when he worked at Leo Castelli's Gallery in New York, "they were -- well, frankly, rather innocent.

"They're absolutely without pretensions or pomposity or any of the trappings of the prosperous and successful," Karp says. "I've never known anyone more exuberantly generous." When Karp opened his own gallery as the first major dealer in SoHo in 1969, Lewis asked, "How much do you need?" Karp says. "He wouldn't accept interest, so we gave a painting to the Virginia Museum.

"His loyalty to people is wonderful -- he still keeps up friendships with some artists who are not that attractive," says Karp.

People who know say the Lewises keep up not only by visiting, phoning, reading art journals and newspapers, and attending gallery openings, but also by quietly paying tuition, doctor's bills and such.

"Frances and I aren't creative," says Lewis. "But we're in awe of creativity."

They Know What They Like But the Lewises have been creative in their collecting. As a result, the Virginia Museum of Art has a whole catalogue of '60s and '70s art -- one of each of everything that was painted, sculpted, stuck together, photographed, molded, baked, brazed, carved or assembled by such new old masters as Frank Stella, Roy Lichtenstein, Duane Hanson, Red Grooms, Adolph Gottlieb and Jim Dine.

Perhaps in a perverse desire to see themselves as artists see them (certainly not from vanity -- late 20th-century portraitists not being as flattering as John Singer Sargent) the Lewises have sat for numerous portraits -- in silkscreen, oil and ceramics as well as some media not easily categorized.

Over the bed in their guest bedroom is a Roy DeForest painting of animals, with Sydney's face on the white dog. Outside his Best Products Co. office door is a ceramic bust portrait of him, portrayed by Robert Arneson, as a mad Confederate "General Best."

Yielding to Philip Pearlstein's persuasions, the Lewises posed for a joint portrait every day between one Christmas and New Year's. "He played records of Gertrude Stein reciting her poetry the whole time," remembers Frances Lewis.

Ray Johnson, whose major works are envelopes mailed to and from patrons, sent word through Karp that he wanted to do Sydney Lewis' portrait. So the day came, and Lewis dutifully appeared at Karp's office. Johnson put a record on the turntable, unpacked a box of this and that (no one now remembers exactly what, but all agree the objects were forgettable). And Karp announced: "That's your portrait." That was all there was to it: a portrait to hang up in the mind rather than on the wall.

The Morris participatory sculpture was more involved, as described by Frederick Brandt (the Lewises' curator from 1973 to 1985, and now at the Virginia Museum) in "Late 20th Century Art," a catalogue of the Lewis collection. Morris made a table with a copper top and a chair to match, and wrote instructions. Sydney Lewis was to leave the table outside at the Lewises' Virginia Beach house. When the top had oxidized in the sea air, Lewis was to write a message for Morris in a book. The place he leaned on to write was to be polished, leaving the imprint of his arms and the book, the record of the event.

The Lewises bought other theatrical works, including a 10-foot-square "environmental" sculpture called the "Jungle Room," by Rafael Ferrer, originally exhibited 20 years ago at the Museum of Modern Art. They bought the dark green stage setting and furniture festooned with neon-colored tropical flowers to use as a bedroom in their Virginia Beach house. Every spring, Ferrer comes to visit and adds a new object -- such as a snakeskin, for instance.

Last year, the Lewises' daughter and son-in-law, Susan Lewis Butler and Dixon Butler, brought 20 guests, includinga herd of children, to the beach. The Lewises made the mistake of saying casually that they thought the time had come to give the "Jungle Room" to the museum.

The next day the children organized the "Save the Snake Room" protest. Wearing paper-bag masks and carrying placards, they marched around the house.

After that, the Lewises wouldn't dare give it away.

The Fan District Richmond is not SoHo, as residents of both are inclined to point out with relief.

And so, when Sydney and Frances Lewis mounted an eight-foot-high black steel clothespin in front of their 1924 house, all Richmond was, to put it mildly, aghast. The house is one of a select few designed by William Lawrence Bottomley in the Fan District, so-called because its boundaries are roughly fan-shaped.

"We had a letter from the city, saying we're in a historic district and not allowed to change the fac ade," Sydney Lewis says. "I wrote back saying the clothespin, a sculpture by Claes Oldenburg, was one of a temporary, rotating art exhibition. I never heard anything more from the city."

Before too long, the clothespin and the Lewises had become such landmarks that tour buses changed their route to go by their house. When the sculpture was moved to the Virginia Museum's new wing a couple of years ago, local television stations filmed the removal and passers-by stopped to complain about its absence.

The house has high ceilings -- 12 1/2 feet or so -- that accommodate the huge panels characteristic of art of the last half of this century. But the art the Lewises hung surprised their guests.

"The first paintings we had were '60s abstract. People would say, 'How can you stand that?' " Lewis says. The Lewises, fresh from paying umpteen dollars for a work, got used to the question: "Did your children do the paintings?"

Even so, "Southern people are politer than others. Nobody said to our face that they thought we were crazy," Lewis says. But privately, he suspects, the Lewises became "their kooky friends."

"Now people at parties come up and say to us, 'Oh, we saw the bigger Oldenburg clothespin in Philadelphia.' Or they visited in San Francisco and tell us they bragged, 'We have one by that sculptor back home in the Virginia museum.' "

Not that all Richmond has surrendered to the Lewis taste. Director Paul Perrot admits that some members of the Friends of the Virginia Museum told him they would never go near the Lewises' far-out art.

"But the quickest way to the parking lot," Perrot says, "is through the Lewises' 20th-century art gallery. And I see that some of the most vociferous cannot help but stop to look."

The Old New Art The Lewises' collection of turn-of-the-century decorative arts began in the early 1970s when they met Theodoros Stamos, the youngest of the abstract expressionists. They bought his painting, "Corinth #3," and saw his art nouveau furniture and Tiffany lamps and other glass. Stamos introduced them to Lillian Nassau, the American dealer in the curious, curlicue style that flourished between 1885 and World War I.

Frances Lewis says her husband has more nerve about buying things than she does. She still shakes her head at one lavish weekend in Paris when they made purchases of works by two major art nouveau furniture designers. "I still can't believe we bought both a Hector Guimard office salon and a Louis Majorelle bed. I couldn't choose between them, so we bought both."

For not quite 20 years, the Lewises sat on Edward Colonna chairs, poured tea from an exquisite Joseph Maria Olbrich tea service, wrote on Guimard desks, dressed in front of Liberty mirrors, slept in the bed Majorelle allegedly made for a German prince's courtesan, and lounged on Eileen Gray's canoe-shaped sofa.

In With the New After the majority of the art nouveau objects went to the museum, the Lewises promptly started a new collection of 1980s furniture and objects by artists and architects. Their library still looks as though they haven't given anything away, ever. A garden of Tiffany lamps blooms from every available surface, casting a rainbow of lights over the wood-paneled room. A bronze sculpture by Jacques La Rouche of the American dancer Louie Fuller (who in 1900 swept up Paris with the swirls of her chiffon costumes) stands on a handsome coffee table, a late 20th-century work.

"The Joseph Maria Olbrich candelabrum on the shelf is one of a pair, the other's in the Virginia Museum. We only kept the duplicates and a few other things they didn't want," explains Frances Lewis, at this moment lying back in a Sam Maloof rocking chair.

Sydney Lewis, a tall, sturdy-looking man at 68, seems so enthusiastic and vigorous that it's a surprise to see he walks with some effort, a result of foot surgery. For this year's annual trip to Venice, he hired someone to push his wheelchair so they could do the town. In the Virginia Museum, he travels by its electric scooter.

Lewis leans back in his "Decorator Barcalounger" and laughs. "We used to say none of our furniture was for sitting. Frances needs a straight back. I have to put my feet up. The only period in which furniture was designed for comfort was the 18th century."

The drawing room is filled with their new hard-edge '80s furniture: the Judy McKee couch in the shape of a cheetah; the beautifully laminated Wendell Castle bench and one of his new black-and-white hard-edge tables; Gaetano Pesche's Skyscraper couch, hunks of foam covered in a window print. The real windows are screened with a see-through Jack Lenor Larsen white-on-white, open-weave fabric.

After sitting for a while on the cheetah couch, Frances Lewis, a small, spry woman with short, dark hair -- on her 65 years look good -- continues the discussion from the floor, where she eases her bad back by lying down. (She swims every morning at the Y for the same reason.) To the right of the one chair where Sydney Lewis likes to sit in the drawing room is a bar carefully concealed in an ostrich disguise by Franc oise Lanne, a French sculptor. The ostrich egg sitting on top is the ice bucket.

"The Lichtenstein and the Frank Stella paintings are new to this room. They came from the office," says Frances Lewis, giving a tour of the collection. "We switch between the house and office."

The Lewises' bed and the wardrobe especially made for Sydney's sweater collection are by sculptor Dakota Jackson. In her dressing room, Frances Lewis hangs her scarves and belts on an ordinary ladder.

The Lewises have interests other than easel art, especially music and dance. They backed "Raisin" on Broadway, giving their rights to Virginia Union University after the musical won a Tony award.

Frances Lewis is a member of the Virginia State Board of Education and a trustee of Washington and Lee University. They are both trustees of dozens of other educational, religious, performing and visual arts institutions, to which they have given millions of dollars.

Sydney Lewis is president of the Hirshhorn Museum and Sculpture Garden in Washington as well as the Virginia Museum. Perrot says Lewis is very helpful -- but doesn't try to do Perrot's job for him. "We meet once a week at 8:30 a.m., but he's sometimes there before me, admiring the art."

Working It Out When the collection began to outgrow the house, Lewis took a painting to his office. "I didn't want to impose paintings on anyone else. But my secretary said, 'If you have any more paintings to spare ...' Then everyone wanted one. People liked what they saw. Most that hang at Best headquarters are from our collection."

At the entry to Best and Co.'s Eagle building on a heavily traveled highway just outside Richmond are a moat and two huge 1940 eagles from the Airline Building in New York. Inside, art covers the walls.

Catalogue discount store chains, Best among them, have not been as prosperous in the last year or two as they once were, but Best has now begun opening jewelry stores and its sales have been up, according to company officials. Sydney Lewis is still chairman of the Best executive committee, and Frances Lewis is still vice chairman of the board.

Their offices, which are in opposite sections, are reached through an ornate art deco elevator car, a leftover from the Rockefeller Center remodeling. Its indicator begins with Floor 41 and goes to 55, though there are only two floors in the Eagle building.

Her office, has among other things: a Gaetano Pesche desk, a Tiffany lamp, a Warhol silkscreen, a Wurlitzer jukebox, family pictures, a Frank Lloyd Wright window, a Cabbage Patch doll, a 1910 Majorelle desk, a basketball with "Syd and Frances" on it, seven Best mugs, Scotch tape and, on the wall, a dress by Marisol that she once wore to a Warhol opening at the Virginia Museum.

His office furnishings include a Reclaimer lounge with a coffin on top, and a Valentine focus lens in the window, among other marvels.

Best Buildings The Lewises also have collected buildings as artworks -- eight of the funniest visual jokes since the igloo ice cream store once located on Georgia Avenue. And like the Lewises' art collection, their astounding buildings have helped emblazon the Best corporate name on the landscape. It all began in 1974, after Sydney Lewis bought a sculpture from Jim Wines, who calls his architectural firm SITES.

"Sculpture in the environment -- that's his specialty," Lewis says. "He sees outdoor buildings as canvas."

Before long, Lewis looked at his own headquarters building in Richmond and decided, "We'd built an eyesore."

Wines did a half dozen proposals. Lewis explains, "One that we liked had a floating roof, but it wouldn't work. So we took the design that had the brick peeling off. No bricklayer would do it for us. Finally, in 1973-74, we found a bricklayer who figured since he was retiring, his reputation didn't matter so much. Afterward he was very proud of the building.

"For the Best Products Co. showroom in Houston, Wines designed an instant ruin -- that's the cascading brick wall. The bricklayers gave us fits. So our daughter Susan acted as the supervisor."

When it was finished, the building was gift-wrapped in black gauze to preserve the surprise. On opening day, it was unwrapped by helicopter. A man wearing a white suit reportedly stepped out of a big white Cadillac, looked at the helicopter and the building and said, "Can't do this no place but Texas."

Obviously, he didn't know the Lewises. In Sacramento, the Best showroom is opened by pushing an entire corner of the building out. In Towson, Md., the Best building is tilted, like the Tower of Pisa. Another Best building has cars buried in concrete on the plaza before the store, and the Los Angeles showroom has a rolling roof parking lot that is rather unsettling.

Lewis defends them all as good advertising.

Betting the Eye And that's not all. Sydney Lewis also collects ties (number unavailable), sweaters (150), Wurlitzer jukeboxes (41) and pre-recorded videotapes (500). (Frances Lewis at first put the tapes into archival boxes. "And then I thought, oh, dear, what if the original boxes become collectibles? So they're now in the attic.")

As a child, he collected marbles and baseball cards, mostly for trading. She didn't even collect shells at the beach. Their children, sons Andy and Sydney and daughter Susan, and six grandchildren are all collectors.

Frances Lewis, a careful housekeeper, planned to throw out everything in the attic when they moved into their present house. "But he said, 'Don't touch it, I want to deal with it myself.' And he got a separate group of movers to bring it all over."

Now she says if she outlives Sydney she's going to leave it all behind -- walk out of the house, lock the door and move to a hotel.