8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------


                                    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): October 8, 2004

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

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

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

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

                                       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 8.01.  Other Events.
                  ------------

      On October 8, 2004, Prime Hospitality Corp. (the "Company") issued a press
release  announcing  that it had  completed  its merger with an affiliate of The
Blackstone Group.  Under the terms of the merger agreement,  stockholders of the
Company will receive $12.25 per share in cash, without interest.

      A copy of the press  release  issued by the  Company  on  October 8, 2004,
announcing the  completion of the merger is attached  hereto as Exhibit 99.1 and
is incorporated herein by reference.

      Item 9.01.    Financial Statements and Exhibits.
                    ---------------------------------

     (c)       Exhibits
               --------

               Exhibit No.   Exhibits
               ----------    --------

                  99.1       Press release, dated October 8, 2004, of Prime
                             Hospitality Corp. , announcing the completion of
                             the merger

                                    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:  October 8, 2004                   By:  /s/ Richard T. Szymanski
                                            -----------------------------------
                                            Name:   Richard T. Szymanski
                                            Title:  Senior Vice President and
                                                    Chief Financial Officer

EX-99.1

                                                                    EXHIBIT 99.1



                  THE BLACKSTONE GROUP COMPLETES ACQUISITION OF
                             PRIME HOSPITALITY CORP.

Fairfield,  New Jersey - October 8, 2004 - Prime  Hospitality  Corp. (NYSE: PDQ)
(the  "Company")  announced  today  that it has  completed  its  merger  with an
affiliate of The Blackstone Group. Under the terms of the merger agreement,  the
Company's stockholders will receive $12.25 per share in cash, without interest.

The Company  also  announced  that as of 8:00 A.M. New York City Time on Friday,
October  8,  2004,  the  expiration  time  of the  tender  offer,  approximately
$173,183,000   aggregate   principal  amount  of  the  Company's  8-3/8%  Senior
Subordinated Notes due 2012 (the "Notes"),  constituting  approximately 96.9% of
the Notes, had been tendered and not withdrawn in connection with the previously
announced  cash tender offer for the Notes.  All Notes validly  tendered and not
withdrawn in the offer have been accepted for payment. In addition,  the Company
announced that in connection  with the receipt of the requisite  consents to the
proposed  amendments,  the First Supplemental  Indenture governing the Notes has
been executed and the amendments are operative.

About Prime Hospitality Corp.

Prime Hospitality Corp., one of the nation's premiere lodging  companies,  owns,
manages,  develops and franchises more than 250 hotels throughout North America.
The Company owns and operates  three  proprietary  brands,  AmeriSuites(R)  (all
suites), PRIME Hotels & Resorts(R) (full-service) and Wellesley Inns & Suites(R)
(limited service). Also within Prime's portfolio are owned and/or managed hotels
operated under franchise agreements with national hotel chains including Hilton,
Sheraton,  Hampton,  and Holiday Inn. Prime can be accessed over the Internet at
http://www.primehospitality.com.

About The Blackstone Group

The Blackstone Group, a private investment firm with offices in New York, London
and Hamburg, was founded in 1985. Blackstone's Real Estate Group has raised five
funds, representing over $6 billion in total equity, and has a long track record
of  investing  in hotels and other  commercial  properties.  In addition to Real
Estate,  The  Blackstone  Group's  core  businesses  include,   Private  Equity,
Corporate Debt Investing,  Marketable Alternative Asset Management,  Mergers and
Acquisitions  Advisory,  and  Restructuring  and  Reorganization  Advisory.  The
Blackstone Group can be accessed on the Internet at http://www.blackstone.com.

Certain  statements and  information  included in this press release  constitute
"forward-looking   statements"   within  the  meaning  of  the  Federal  Private
Securities  Litigation  Reform  Act of  1995.  Such  forward-looking  statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance, or achievements of the Company to be materially
different  from any future  results,  performance or  achievements  expressed or
implied in such  forward-looking  statements.  Additional  discussion of factors
that  could  cause  actual  results  to  differ   materially  from  management's
projections, forecasts, estimates and expectations is contained in the Company's
SEC filings.


CONTACTS:

Rich Szymanski
Chief Financial Officer
Prime Hospitality Corp.
Tel: (973) 882-1010
rts@primehospitality.com

John Ford
VP Corporate Communications
The Blackstone Group
Tel: 212 583-5559
ford@blackstone.com