New York's 21 club, elite eating establishment of the rich and famous, has changed hands for the first time in its 55-year-old history. Buyers and sellers agreed on what they thought an appropriate compensation: $21 million.

H. Jerome (Jerry) Berns, one of the principal sellers, and his partners (who are also his cousins), H. Peter Kriendler and Florence Kriendler, transferred their shares, totaling 85 percent of 21's holdings, to Marshall Cogan and Stephen Swid, two New York businessmen.

There is one remaining partner, Sheldon Tannen, a nephew of the Kriendlers, who will retain his 15 percent.

"I'd hate to tell you how old I am," said Berns, who is 77, by phone yesterday. "But I got the best of both worlds out of this deal. The offer was to purchase my shares of the stock, and have me continue here. I have 21 and the knowledge of the value of my investments."

Cogan and Swid, in their forties, made an unsuccessful run at buying Sotheby Parke Bernet, the art and antique auction house, in 1982. They own General Felt Industries Inc. and Knoll Industries, which sell flooring and fine furniture, respectively. Cogan and Swid bought the restaurant, the real estate and 21 Clubs Selected Items Ltd., a subsidiary that markets expensive cigars.

Swid said yesterday that they had closed the deal on Dec. 31, but announced it only yesterday.

"The 21 club is an institution," said Swid. "It is something much greater than a restaurant. It has a tradition and history which is about people who have achieved, who have used it to meet and eat and enjoy pleasurable pastimes. It is part of life here and I think we are lucky."

21 was opened Jan. 1, 1930, by Berns' late brother Charles and Jack Kriendler, the late brother of Peter Kriendler.

Originally located at 42 Fifth Ave., it used to be called "42" but was later moved to 21 W. 52nd St.

It has always catered to New York's movers in the art and business worlds, and its "regular" list these days includes Jacqueline Onassis, Yul Brynner, Donald Trump and Mary Martin.

"I'm looking at Mrs. Douglas MacArthur and Mrs. Nelson Rockefeller right now," said Berns during the interview.

The restaurant's ambiance is unique. There are toy airplanes, ships and trucks hanging from the ceilings. The club also has a million-dollar collection of Frederic Remington paintings.

"This is a family operation," Swid said emphatically yesterday. "It's a life style for these people. It's their whole life. Nothing will change."