ENThe article deals with the one of the oldest in Lithuania - St. George the Martyr Church’s of Bernardines (end of the 15th c. - beginning of the 16th c.) interior development. In the first part is done a short summary of establishing of Abbey and beginning of its activity, noticeing the main its cultural and religious aspects. In the second part are described the repairs of interior and reconstructions till the mid. of the 17th c., leaning on Archives of Abbey and natural studies. It is stated, that the earlest Gotic and Renaissance remembering equipment of the church has not remained (1655 occupation of the Russian army, 1603, 1624 and 1668 fires). After the fire of 1668, according to the aesthetic programme of Contrreformation was created a new Baroque interior equipment of church forming uniform style ensemble of nine altars, pulpit and organ with galleries (wood). The large part of this harmony (well - proportioned) ensemble has remained, but suffered the great losses. We can find the wooden equipment of such a kind in Lithuania only as rarities. Though the artistic value of the ensemble of the Baroque, created in 1668 - at the beginning of the 18th century too important as the same as its historical value, looking to the change. In church’s new iconographical programme the main place is devoted to the Blest Virg. Marry. Her theme is seen in various aspects in the chapel of the Blest Virg. Marry and in the largest sanctuary and St. Anne’s altar. A lot of attention is devoted to the theme of sufferings of Christ, also to the Saints.Every remained equipment of the ensemble is discussed separately, leaning on Archives of Abbey and statements of visitation of 1804, 1818, 1820, 1830 and according to the chronicle of 1848, 1851, 1861, 1939 inventories and natural studies. The history of every object is presented (showing Maecenates and dates) analyses, estimation. The ensemble suffered very much in 1950, when the church was closed. Now (from 1991) the project of restoration and reconstruction is finshed to prepare of this sanctuary. The attention is payed to the importance of recreation of the manysided unical ensemble to the culture and Church of Lithuania.