NEW YORK -- When Elizabeth Holtzman became Brooklyn district attorney in 1981, she had a disconcerting conversation with Meade Esposito, then the cigar-chomping boss of the Brooklyn Democratic machine that Holtzman had opposed throughout her political life.

"He said he only controlled three jobs in the DA's office," Holtzman says. She laughed. "Only three. It went down to zero right after I took office."

Holtzman has made an unusual transition from hard-line liberal congresswoman to hard-boiled local prosecutor. But while she continues to exert influence well beyond the Brooklyn courthouse, she has encountered some surprises on her new turf.

Holtzman discovered, for example, that not one woman in the DA's office was in charge of anything and that blacks had been excluded from the homicide bureau. While changing those policies, she had to learn to live with a full-time bodyguard at her side. And she has also been confronted with cases that caused her to rethink some of her liberal beliefs.

"It's the way you deal with issues of life and death," she said. "You're not one of 535 people ... If it goes right, you're responsible; if it goes wrong, you're responsible ... You have to make very tough decisions about whether someone is going to be prosecuted or not, what sentence to recommend, whether to keep someone on an investigation even though it could be dangerous."

Holtzman can wax eloquent on virtually any subject -- from juvenile crime to how Congress bungled the Iran-contra hearings -- until the conversation turns to herself. In a city in which Mayor Ed Koch talks about everything from his diet to his funeral plans, Holtzman's personal file remains tightly under seal.

Her name never appears in the gossip columns. Trim, attractive and unmarried at 46, she guards the details of her social life like a state secret.

Friends have urged Holtzman to share more of herself with the public, saying it would help thaw her icy image. But after more than 15 years in politics, she is still a paradox, an intensely private person in a public profession.

Liz Holtzman, Jewish girl from Flatbush, star of the Nixon impeachment hearings, scourge of Nazi war criminals, came within an eyelash of being a U.S. senator. She won the 1980 Democratic nomination over such better-known rivals as John Lindsay and Bess Myerson, and was in a position to beat an obscure Republican supervisor from Long Island, Alfonse M. D'Amato.

But Sen. Jacob K. Javits, the liberal Republican who lost to D'Amato in the primary, insisted on a third-party candidacy that siphoned off liberal votes from Holtzman. She lost by 81,000 votes in the Reagan landslide and never officially conceded defeat.

Months later, Holtzman initially scoffed at friends' suggestions that she try to become New York City's first female DA. Even after she changed her mind and won the Brooklyn post, political professionals viewed it as a mere way station until a better opening came along.

There is still widespread speculation that Holtzman may run for mayor, governor or state attorney general, and she doesn't rule it out. But in her second term, she seems to have settled comfortably into the job of prosecuting criminals in Kings County.

Over lunch at a fancy seafood restaurant in the shadow of the Brooklyn Bridge, Holtzman orders a cheeseburger and talks about suggestions that she has taken a step down from Capitol Hill to a world filled with homicides, burglaries and drug busts.

"People have tried to say it's going to be a steppingstone," she says. "I find it a constant challenge. I'm not bored. I don't feel I'm treading water and I don't feel it's trivial. There are astronomers who look at the universe, and then there are microbiologists who look at cells."

But Holtzman's microscope has an unusually broad lens for a local prosecutor. She has her own lobbying unit that pushes legislation in Albany. She churns out op-ed pieces on national issues. She has sailed into uncharted waters by prosecuting companies for dumping toxic chemicals and medical waste. And she has helped broaden the criteria under which estranged husbands can be charged with marital rape.

Holtzman has also continued her Nazi-hunting efforts from Brooklyn, joining a 1984 delegation to Paraguay to search for Josef Mengele, the "Angel of Death," and urging that Austrian President Kurt Waldheim be barred from this country because of his past Nazi ties. As a lawmaker, she helped create a Justice Department unit to deport Nazi war criminals living in the United States.

Not that Holtzman is shy about publicizing these efforts. "I was the one that uncovered the presence of Nazi war criminals in this country," she says. "I held a press conference way back in the spring of '74 and spent six years trying to make sure we had a systematic effort to undo that failure."

At the nuts-and-bolts level, Holtzman has speeded the processing of cases in her office, in part through such innovative techniques as interviewing witnesses over a two-way video hookup with a police precinct. The office's felony conviction rate was 87.8 percent last year, compared with 80.3 percent before Holtzman took office in 1981.

All this has won high praise from law enforcement professionals. Kevin Frawley, Koch's criminal justice coordinator and a former Brooklyn prosecutor, says Holtzman is "very aggressive, very talented and works very hard."

Richard Emery, a former counsel to the American Civil Liberties Union, says morale among career prosecutors in Brooklyn is "not as good as it should be" because Holtzman is "a constant candidate" who takes too long to weigh the political implications of each decision.

"She's a politically ambitious person who's done a remarkably good job given the credentials she brought to the job," Emery says. "This was a perfect position for her because it kept her visible. And it kept her interested."

The harshest assessment of Holtzman comes from the city's police union. Thousands of police officers marched outside Holtzman's downtown Brooklyn office in 1985, calling her a "persecutor of cops" and "soft on crime" because she had set up a special unit to investigate charges of police brutality.

Holtzman's response is curt: "My job isn't to be sympathetic to any side. Sometimes people don't understand that."

Holtzman came to office with few illusions about crime. As a young lawyer, she was mugged in the elevator of a Manhattan office building. In 1982, her parents were robbed at knifepoint in their Brooklyn home.

As a member of Congress, Holtzman adamantly opposed such techniques as wiretapping, citing the abuses of the Nixon White House. As district attorney, however, she has come to view it as an indispensable tool and signed the wiretapping orders that led to the conviction of a state senator.

Still, her liberal idealism shines through when she talks about her pet programs, such as one in which young people convicted of minor vandalism are sentenced to scrub graffiti off subway cars.

"Most of the people who committed minor crimes were never punished," Holtzman says. "They'd be arrested, they'd be hauled into court, whether it was for minor vandalism or drawing graffiti on the subway, and the judge would give them a lecture and they'd walk out of court and they'd laugh. They'd say this is what the criminal justice system is all about. They learned it's a paper tiger.

"Many of these people were getting in trouble because they had nothing to do. They're 17- or 18- or 19-year-old people who have never worked a day in their lives," Holtzman says, launching into a pitch for a national jobs program.

As the daughter of hard-working Russian immigrants, Elizabeth Holtzman was weaned on success. Her father is a trial lawyer, her mother became the head of Hunter College's Russian department, and her twin brother Robert is a neurosurgeon.

Holtzman was elected student vice president at Abraham Lincoln High School before going on to Radcliffe College and Harvard Law School. In the summer of 1963, she went to Georgia to work on civil rights cases, which her brother calls "an intensely moving experience." After she had spent 2 1/2 years with a New York law firm, Mayor Lindsay made her an assistant in charge of parks and recreation.

In 1970, Holtzman took on the Democratic machine and won election as district leader from Flatbush. Two years later, she pulled off the political upset of the year, beating Rep. Emanuel Celler, the 84-year-old chairman of the House Judiciary Committee, by 635 votes in the Democratic primary.

Holtzman was given Celler's spot on the Judiciary Committee and played an active role in the impeachment proceedings against Richard Nixon. She aggressively questioned President Ford about whether he had made a deal to pardon Nixon. And she didn't neglect the home front, helping to ferret out fraud in the New York City school-lunch program.

But she sidesteps questions about the 1980 Senate race, her only political defeat. "I still meet people who say they're angry at Javits, it's not fair what happened, you should have won ... But I'm beyond that," Holtzman says. "You can't dwell on the past." The strongest thing she will say is that "Senator Javits knew exactly what he was doing, and he did it."

In late 1985, months before she was expected to seek a rematch against D'Amato, a more modern Holtzman appeared in a television ad campaign, with a shorter hairdo and contact lenses replacing her trademark glasses. But she ultimately declined to run, castigating D'Amato as a mediocre senator but saying it would be impossible to match his $5 million war chest.

D'Amato said Holtzman was not running because he had a 35-point lead in the polls. "At long last, she made the concession speech with her usual warmth and graciousness," he said, referring to Holtzman's refusal to concede in 1980.

If Holtzman has misgivings about passing up the race, if she is still burning with desire to be a senator, she does not share these thoughts with reporters. Asked what she misses about Washington, Holtzman says, "I miss some of the issues I was involved in. I miss being able to be there to get the legislation through."

What about friends? She says she misses some of her House colleagues, but declines to name them.

As Holtzman finishes her cheeseburger and the talk turns to her personal life, she grows noticeably nervous. She looks down, keeps twisting her straw; the pauses grow more awkward. She would much rather talk about "the issues."

"I don't know that whether I'm a good tennis player or not makes me a good DA," she says. "I think it's more important for people to know what it is you're doing about your job. There's enough real substance coming out of the office."

When pressed, she will admit to a preference for the opera, horseback riding and sailing -- she declines to say where -- with a small circle of friends. Occasional press reports once described Holtzman as dating a certain man, but those sightings have faded in recent years.

She laughs, puts her face in her hands, as if she's tired of being asked about this.

Doesn't it bother her that New York magazine, for example, described her in 1980 as "arrogant, aloof and self-righteous"?

"I don't think the public has that image," Holtzman says. "First of all, it's not true ...

"I never was part of the political establishment in the city, or the social establishment. I was from Brooklyn, I was a woman. Those are things that make me a little bit of an outsider. Maybe because I didn't fit into everyone's mold or image of other political figures. Maybe they weren't sure how to approach me, too. I don't know."

Holtzman declines to say where she lives in Brooklyn, citing security considerations. But even back in 1974, she refused to let reporters visit her Washington apartment.

Friends hasten to volunteer some of Holtzman's other activities -- gardening, travel, fishing -- as if determined to round out the portrait that she declines to paint. Marilyn Shapiro, who was Holtzman's first administrative assistant in Washington and is now assistant manager of the Metropolitan Opera, says Holtzman "is basically a very shy person. She's very careful in how she relates to people in public. When people live in the public eye so much, they want some time of their own."

"The perception that has to do with her being aloof or cool strikes me as enormously overamplified as compared to other personalities in politics, particularly men," says Linda Davidoff, Holtzman's 1980 campaign manager. "There's been an enormous amount of negative media coverage of Liz Holtzman's personality. Maybe reporters feel more comfortable with somebody who schmoozes it up."

There is less dispute about Holtzman's reputation as a demanding boss. Morale has suffered among some middle-level prosecutors, who view her as remote, argumentative and quick to claim credit for their work. Some believe that Holtzman, accustomed to the tight reins that lawmakers hold on Capitol Hill, has had trouble delegating decisions to her 800-person staff.

"She doesn't have a lot of patience for inadequate work," says Barbara Underwood, who gave up a tenured job at Yale Law School to become chief of the appeals bureau, one of nearly half the bureaus in the Brooklyn office now run by women. "In that sense she's demanding of the people around her.

"She's very smart and she wants answers fast," Underwood says. "If she's 10 steps ahead of people, it can unnerve them a little bit. She can ask more of people than can be done in the time given."

Still, Underwood says she continues to be fascinated by Holtzman's "determination to do this job better than it has ever been done before. She won't listen to the practical reasons why something that's right can't be done, like there isn't enough money or nobody's ever done it before."

Where others might look back on vacations or job changes, Holtzman tends to view her life as a series of "very important lawsuits." When she ran for district leader in 1970, she sued to stop the practice in which incumbents were automatically listed first on the ballot. "That was called 'Holtzman against Power,' my very favorite name of a lawsuit," she says with a grin.

As a congresswoman, she sued the Nixon administration to stop the bombing of Cambodia. And as district attorney, she recently sued the state's court system to bar defense lawyers from using racial criteria in jury selection.

After the check comes -- Holtzman insists on paying for her cheeseburger -- she grows animated again, reminiscing about her defeat of Manny Celler and fretting over the high cost of politics. "In 1972, I was the political outsider, I was a woman, I was young -- who was going to give me money in that race?" she says.

"We raised $32,000. If I had known how little money we could raise, I never would have gotten into it. But it was possible to use shoe leather and win a race. It's not possible to do that on a statewide level."

As her driver pulls up in a black Mercury Grand Marquis with the New York newspapers strewn across the back seat, Holtzman takes a reporter on a brief tour of the Brooklyn waterfront and talks about the pleasures of being back in the city. She says she enjoys "being in an environment in which people have something else to talk about besides government. No matter where you went in Washington, that was the perpetual topic of conversation. Sometimes you want to talk about culture, theater, travel, ideas."

Anything, apparently, except Elizabeth Holtzman. But perhaps there is time for a final question of the kind most politicians like to toy with: What office might she like to occupy in the future?

"At this point," Holtzman says, "I have no plans, specifically."