SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           SCHEDULE 13G

            Under the Securities Exchange Act of 1934

                        (Amendment No. 3)*


                 PRIME HOSPITALITY CORP.
                     (Name of Issuer)

                   Common Stock $.01 par value
                (Title of Class of Securities)

                          741917108
                          (CUSIP Number)


                        December 31, 2001
     (Date of Event Which Requires Filing of this Statement)

 Check the appropriate box to designate the rule pursuant to which
 this Schedule is filed:

 [   ]     Rule 13d-1(b)
 [ X ]     Rule 13d-1(c)
 [   ]     Rule 13d-1(d)

 *The remainder of this cover page shall be filled out for a
 reporting person's initial filing on this form with respect to
 the subject class of securities, and for any subsequent amendment
 containing information which would alter the disclosures provided
 in a prior cover page.

 The information required in the remainder of this cover page
 shall not be deemed to be "filed" for the purpose of Section 18
 of the Securities Exchange Act of 1934 ("Act") or otherwise
 subject to the liabilities of that section of the Act but shall
 be subject to all other provisions of the Act (however, see the
 Notes).
 

 CUSIP No.   741917108


 1.   Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons
      (entities only).

      LEON G. COOPERMAN


      2.   Check Appropriate Box if a Member of a Group*

      (a)   [  ]
      (b)   [ X]

      3.   SEC Use Only

      4.   Citizenship or Place of Organization:
      UNITED STATES


                     5. Sole Voting Power
                        -0-
 Number of
                Shares Bene-   6.  Shared Voting Power
 ficially by            -0-
 Owned by       7.  Sole Dispositive Power
 Each Report-           -0-
 ing Person     8.  Shared Dispositive Power
 With:                  -0-

 9.  Aggregate Amount Beneficially Owned by Each Reporting
 Person:     -0-


 10.  Check if the Aggregate Amount in Row (11) Excludes
      Certain Shares *


 11.  Percent of Class Represented by Amount in Row (11):
                        0%

 12.  Type of Reporting Person*

           IN

      *See Instructions Before Filling Out.

 

 Item 1(a) Name of Issuer:

      Prime Hospitality Corp. (the "Issuer").

 Item 1(b) Address of the Issuer's Principal Executive
           Offices:

      700 Route 46 East, Fairfield, New Jersey 07004


 Item 2(a) Name of Person Filing:

      This statement is filed on behalf of Leon G. Cooperman ("Mr.
 Cooperman").

      Mr. Cooperman is the Managing Member of Omega Associates,
 L.L.C. ("Associates"), a limited liability company  organized
 under the laws of the State of Delaware.  Associates is a private
 investment firm formed to invest in and act as general partner of
 investment partnerships or similar investment vehicles.
 Associates is the general partner of four limited partnerships
 organized under the laws of Delaware known as Omega Capital
 Partners, L.P. ("Capital LP"), Omega Institutional Partners, L.P.
 ("Institutional LP"), Omega Capital Investors, L.P.("Investors
 LP") and Omega Equity Investors, L.P. ("Equity LP").  These
 entities are private investment firms engaged in the purchase and
 sale of securities for investment for their own accounts.

      Mr. Cooperman is the President and majority stockholder of
 Omega Advisors, Inc. ("Advisors"), a Delaware corporation,
 engaged in providing investment management services and is deemed
 to control said entity.  Advisors serves as the investment
 manager to Omega Overseas Partners, Ltd. ("Overseas"), a Cayman
 Islands exempted company, with a business address at British
 American Tower, Third Floor, Jennrett Street, Georgetown, Grand
 Cayman Island, British West Indies.  Mr. Cooperman has investment
 discretion over portfolio investments of Overseas and is deemed
 to control said investments.

      Advisors also serves as a discretionary investment advisor
 to a limited number of institutional clients (the "Managed
 Accounts").  As to the Shares owned by the Managed Accounts,
 there would be shared power to dispose or to direct the
 disposition of such Shares because the owners of the Managed
 Accounts may be deemed beneficial owners of such Shares pursuant
 to Rule 13d-3 under the Act as a result of their right to
 terminate the discretionary account within a period of 60 days.

      Mr. Cooperman is the ultimate controlling person of
 Associates, Capital LP, Institutional LP, Investors LP, Equity
 LP, and Advisors.


 Item 2(b) Address of Principal Business Office or, if None,
           Residence:

      The address of the principal business office of each of Mr.
 Cooperman, Capital LP, Institutional LP, Investors LP, Equity LP,
 Overseas, and Advisors is 88 Pine Street, Wall Street Plaza - 31st
 Floor, New York, New York 10005.


 Item 2(c) Citizenship:

      Mr. Cooperman is a United States citizen;


 Item 2(d) Title of Class of Securities:

      Common Stock, $.01 par value (the "Shares")


 Item 2(e) CUSIP Number:  741917108


 Item 3.   If this statement is filed pursuant to
           Sections 240.13d-1(b) or 240.13d-2(b)
           or (c):

           This Item 3 is not applicable.

 Item 4.   Ownership:


 Item 4(a) (b) Amount Beneficially Owned and Percent of Class:

           This Item 4(a) (b) is not applicable.


 Item 4(c) Number of Shares as to which such person has:

      (i)  Sole power to vote or to direct the vote:

               -0-

      (ii) Shared power to vote or to direct the vote:

               -0-

 (iii)Sole power to dispose or to direct the
      disposition of:

               -0-

 (iv) Shared power to dispose or to direct the
      disposition of:

               -0-



 Item 5.   Ownership of Five Percent or Less of a Class:

      If this statement is being filed to report the fact that as
 of the date hereof the reporting person has ceased to be the
 beneficial owner of more than five percent of the class of
 securities, check the following [X].

 Item 6.   Ownership of More than Five Percent on Behalf of
           Another Person:

             This Item 6 is not applicable.

 Item 7.   Identification and Classification of the Subsidiary
                     Which Acquired the Security Being Reported on by the
           Parent Holding Company:

                This Item 7 is not applicable.

 Item 8.   Identification and Classification of Members
           of the Group:

                This Item 8 is not applicable.

 Item 9.   Notice of Dissolution of Group:

                This item 9 is not applicable.


 Item 10.  Certification:

           By signing below the undersigned certifies that, to the
 best of his knowledge and belief, the securities referred to
 above were not acquired and are not held for the purpose of or
 with the effect of changing or influencing the control of the
 Issuer of the securities and were not acquired and are not held
 in connection with or as a participant in any transaction having
 that purpose or effect.

                            SIGNATURES

 After reasonable inquiry and to the best of my knowledge and
 belief, the undersigned certifies that the information set forth
 in this statement is true, complete and correct.


 DATED: February 1, 2002



 LEON G. COOPERMAN, individually,
 as Managing Member of Omega
 Associates, L.L.C. on behalf of
 Omega Capital Partners, L.P.,
 Omega Institutional Partners, L.P.,
 Omega Capital Investors, L.P.,
 Omega Equity Investors, L.P. and
 as President of Omega Advisors, Inc.


 By /s/ ALAN M. STARK
   Alan M. Stark
   Attorney-in-Fact
 Power of Attorney on file

 ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
 CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).