Pint of mild and some sushi for my friend

WHAT is happening to working men's clubs? In one such establishment in west London, the Cobden Working Men's Club, built in 1880 in memory of Richard Cobden, the Corn Law reformer, rich celebrities are about to invade in force, to cover a century of nicotine stains with glitz.

Last Monday, in its upstairs rooms, Martin Amis launched his new novel, The Information, with a party for 200 glitzy guests gorging on champagne and canapes.

Three days later, Ronald Wallington, 65, a retired scaffolder who has been a member of the Cobden all his working life, said: "When the toffs come in here I don't treat them no f---ing different." John Squires, the bar steward, said: "That's because you're always asleep when they come in."

"Yeah, but all I'm saying is I'm not a snob," Mr Wallington said into his pint. "I worked at Buckingham Palace, on the scaffolding, see. We Cockneys have got to show tolerance. If them toffs want to take us over, I say good luck to them."

Working men's clubs are going through a period of great change. In Sheffield, two out of three have closed down. In east London, they are upgrading their traditional image (hard chairs, beer and dominoes) to wrest business from pubs. The thorny issue of women members has become more jagged. Yesterday, in Blackpool's Winter Gardens, the Working Men's Club and Institute Union, representing Britain's 3,300 clubs, narrowly voted against equality. In most of the clubs women enjoy only associate membership and special "pass cards". According to Kevin Smyth, the union's general secretary, the number of clubs which grant women full membership and executive status "is increasing steadily".

Although the clubs have an impressive 3.5m membership - more than three times the number of Church of England churchgoers - there are signs that in some areas the clubs' working men are giving way to the middle class. On Mr Smyth's national executive committee may be found Norman Yates, a retired company secretary, and Malcolm McCrystal, a former senior engineer at ICI who took early retirement and is secretary of the Doncaster branch.

In Durham, one club secretary is a headmaster, while another is a university history professor. "The work of a working man's club secretary has become very complex," Mr Smyth said. "The days of the snooker captain being appointed secretary are over, though we're not quite for the arty set yet."

The future seems arty enough for the Cobden Working Men's Club, built beside the Great Western Canal for bargees, laundry workers, totters and others of the worthy poor of Notting Hill and Kensal Town. Men from the local gasworks then joined, as did workers from a nearby biscuit factory, both now closed. They would have been surprised to encounter some of the club's recent visitors: Mick Jagger, Richard Branson, Boy George, Barry Humphries, Hamish McAlpine and Andrew Lloyd Webber; not to mention such female interlopers as Janet Street-Porter, the broadcaster, and Neneh Cherry, the singer.

Eight years ago, Glyn Baker, son of the late British actor Sir Stanley Baker, began renting unused space for trendy sushi dinners. These upstairs rooms, which once accommodated a library and a beautiful high-ceilinged theatre, had fallen into disrepair. Occasionally they were used as sets for television series (Steptoe and Son and Minder).

The club's 120 "hard-core" members - a fraction of the 19th-century membership which ran into four figures - were glad to have the extra revenue. And even when Mr Baker's venture ended with the start of the recession, celebrities began renting the upstairs rooms for parties at £1,000 a time, dazzling a dingy neighbourhood not yet gentrified like much of Notting Hill. The American actor Jack Nicholson went to one, and was not enchanted. "I've had enough of these pansies," he is reported to have said before going down to drink with the ground-floor proletariat.

Dave Harkin, secretary of the Cobden, who describes Mr Nicholson as "a real straight bloke", said that the club ran into massive debt. The Cobden had to sell, for £200,000, its entire building to an enterprise called Cobden Club plc. This upmarket firm is seeking shareholders at £3,000 a go, club membership fees of £150 a year (compared with £10 downstairs), and an £800,000 refurbishment.

"The contract hasn't been signed yet, but we'll do well out of it," Mr Squires, an Irishman, said. "We get to keep the ground floor for a peppercorn rent - actually one case of Scotch a year - for 99 years."

"... and toffs will soon be sitting right here," Mr Wallington mumbled, without rancour.

Things were gloomier upstairs. A young man and woman were decorating the stair-rails with tendrils of ivy for a party the following night. The young man gestured at council flats across the road. "There are lots of muggings on this street," he said. "I wonder if [the new owners] have thought of that."

Mr Smyth thinks the transformation of working men's clubs is a gentle process. "Certainly there has been a decline in clubs showing strippers," he said. "I think we're edging up-market in tone, even if some of us aren't conscious of it."

Others have set their sights on "modernisation". In east London, where the club movement sprang up more than 130 years ago, this is particularly visible. Peter Bell, secretary of East Ham Working Men's Club, a 26-year- old building off Barking Road, talked confidently about his 1,750 members (£24.50 to join; £9.40 a year), and having to turn others away. The club has a boxing ring and a dance hall/theatre . Excursions to the seaside for pensioners and winter pantomimes for children are all free. Members include printers, builders, estate agents, an architect and an itinerant priest.

A hundred and ninety-nine MPs belong to working men's clubs, 45 of the Tory.Tony Blair belongs to three in his Sedgfield constituency.But like the Cobden, the East Ham club seldom witnesses a political debate. It has padded walls and thick carpets; unruly behaviour is crushed as soon as it threatens to arise. Children are welcome but only if they behave. The club consumes 1,400 barrels of beer a year, selling it for nearly half pub prices.

"The older members wanted the club to stay the same," said Mr Bell, a former printer at The Sun. "But if we hadn't modernised to the tune of £250,000, we might not have survived." Working men's clubs that don't move with the times go under."