8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE

                         SECURITIES EXCHANGE ACT OF 1934
                                 Date of Report

              (Date of earliest event reported): September 22, 2004

                             PRIME HOSPITALITY CORP.
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             (Exact name of registrant as specified in its charter)

          Delaware                      1-6869                  22-2640625
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(State or other jurisdiction    (Commission File Number)     (IRS Employer
of incorporation)                                            Identification No.)


                 700 Route 46 East, Fairfield, New Jersey 07004
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                     Address of principal executive offices


       Registrant's telephone number, including area code: (973) 882-1010
                                                           --------------

                                       N/A
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       N/A (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_|  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))




      Item 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT; AND


      Item 8.01.  OTHER EVENTS


          On September 22, 2004,  Prime  Hospitality  Corp.  ("Prime")  issued a
press release  announcing  that, as of 5:00 p.m., New York City time,  Prime had
received tenders and consents from holders in excess of 96% of its outstanding 8
3/8% Senior  Subordinated  Notes due 2012,  in  connection  with its  previously
announced cash tender offer and consent solicitation for the Notes.

          In  connection  with the tender  offer and  consent  solicitation,  on
September 23, 2004,  Prime has entered into a Supplemental  Indenture with Wells
Fargo Bank,  N.A.  ("Wells  Fargo"),  the  Trustee,  which  eliminates  in their
entirety many of the restrictive covenants and certain events of default, amends
certain  terms of the merger and  consolidation  covenant  and makes  changes to
certain terms of the defeasance  provisions presently contained in the Indenture
dated as of April  29,  2002 (the  "Indenture")  between  Prime and Wells  Fargo
pursuant to which the Notes were issued.  The Supplemental  Indenture also makes
related  change to the  Notes.  Although  the  Supplemental  Indenture  has been
executed  and  delivered,   the  amendments  will  not  become  operative  until
immediately prior to the previously  announced merger of Prime with an affiliate
of The  Blackstone  Group  and  provided  that all  validly  tendered  Notes are
accepted for purchase  pursuant to the tender  offer upon  consummation  of such
merger.

          A copy of the press release issued by Prime on September 22, 2004 with
respect  to its cash  tender  offer and  consent  solicitation  for the Notes is
attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

      Item 9.01   FINANCIAL STATEMENTS AND EXHIBITS

            (c)   EXHIBITS

                  EXHIBIT NO.   EXHIBITS

                  99.1          Press  Release  of Prime Hospitality Corp. dated
                                September 22, 2004.


                                    SIGNATURE

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                          PRIME HOSPITALITY CORP.



Date:  September 23, 2004                 By: /s/    Richard T. Szymanski
                                             -----------------------------------
                                             Name:  Richard T. Szymanski
                                             Title: Senior Vice President and
                                                    Chief Financial Officer

EX-99

                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE                 Contact:  Richard Szymanski (973) 808-7751

 PRIME HOSPITALITY CORP. RECEIVES REQUISITE CONSENTS WITH RESPECT TO ITS TENDER
OFFER AND RELATED CONSENT SOLICITATION FOR ITS 8-3/8% SENIOR SUBORDINATED NOTES
                                    DUE 2012


     Fairfield, NJ - September 22, 2004 - Prime Hospitality Corp. (NYSE: PDQ)
("Prime Hospitality") announced today that as of 5:00 p.m., New York City time,
on September 22, 2004, it had received tenders and consents from holders of
approximately $172.6 million principal amount (approximately 96.6%) of its
8-3/8% Senior Subordinated Notes due 2012 (the "Notes") in connection with its
previously announced cash tender offer and consent solicitation for the Notes.
The tender offer and consent solicitation are being conducted in connection with
Prime Hospitality's previously announced agreement to merge with an affiliate of
The Blackstone Group (the "Merger").

     Prime Hospitality will as soon as practicable execute a supplemental
indenture amending the indenture governing the Notes to eliminate substantially
all of the restrictive covenants and certain events of default, amend the merger
and consolidation covenant and make changes to the defeasance provisions (and
make related changes in the Notes). Although the supplemental indenture will be
executed as soon as practicable, the amendments will not become operative until
immediately prior to the Merger and provided that all validly tendered Notes are
accepted for purchase pursuant to the tender offer upon consummation of the
Merger.

     Notes may be tendered pursuant to the tender offer until 8:00 a.m., New
York City time, on October 8, 2004, or such later date and time to which the
tender offer expiration date is extended. Holders validly tendering Notes after
5:00 p.m., New York City time, on September 22, 2004 but prior to the tender
offer expiration date will not be eligible to receive the consent payment of
$30.00 per $1,000 principal amount of Notes.

     This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes. The tender offer and consent solicitation are being
made only pursuant to the Offer to Purchase and Consent Solicitation Statement
dated September 9, 2004 and the related Consent and Letter of Transmittal, as
the same may be amended from time to time. Persons with questions regarding the
tender offer or the consent solicitation should contact the Information Agent at
(212) 269-5550 (for banks and brokers only) or (800) 628-8532 (for all others
toll free) or Banc of America Securities LLC or Bear, Stearns & Co. Inc. which
are acting as Dealer Managers and Solicitation Agents for the tender offer and
the consent solicitation. Banc of America Securities LLC can be contacted at
(888) 292-0070 (toll free) and (704) 388-9217 and Bear, Stearns & Co. Inc. can
be contacted at (877) 696-BEAR (toll free).





     This release is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell the Notes. The offer to buy the
Notes is only being made pursuant to the tender offer and consent solicitation
documents, including the Offer to Purchase and Consent Solicitation Statement
that Prime Hospitality has distributed to holders of the Notes. The tender offer
and consent solicitation are not being made to holders of the Notes in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction. In
any jurisdiction in which the tender offer or consent solicitation are required
to be made by a licensed broker or dealer, they shall be deemed to be made by
Banc of America Securities LLC or Bear, Stearns & Co. Inc. on behalf of the
Company.