8-K

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                       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) March 7, 1997


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


                           COMMISSION FILE NO. 1-6869


           DELAWARE                                         22-2640625
(State or other jurisdiction of                            (IRS employer
incorporation or organization)                          identification no.)

700 ROUTE 46 EAST, FAIRFIELD, NEW JERSEY                        07004
(address of principal executive offices)                      (zip code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 882-1010


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Item 5. Other Events

        On March 7, 1997, the Registrant announced that it plans to offer
$200 million aggregate principal amount of Senior Subordinated Notes due 2007 in
a private transaction under Rule 144A of the Securities Act of 1933, as amended.


Item 7. Exhibits

        99.1. Press Release, dated March 7, 1997, with respect to the
Registrant's offering of Senior Subordinated Notes due 2007.

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                                SIGNATURES

        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 thereunto duly authorized.

                                       

Date: March 7, 1997                     PRIME HOSPITALITY CORP.


                                        By: /s/ Richard T. Szymanski
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                                            Richard T. Szymanski, Vice
                                            President and Corporate Controller


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                             EXHIBIT INDEX
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Exhibit 99.1  Press Release, dated March 7, 1997, with respect to the 
              Registrant's offering of Senior Subordinated Notes due 2007. 
              

EX-99.1

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                                                                  EXHIBIT 99.1

March 7, 1997 -- Prime Hospitality Corp. (NYSE-PDQ), a Delaware corporation
(the "Company") announced today that it plans to offer $200 million aggregate
principal amount of Senior Subordinated Notes due 2007 in a private transaction
under Rule 144A of the Securities Act of 1933, as amended (the "Securities
Act").                                                        

The net proceeds from the sale of the Notes are estimated to be approximately
$193.5 million after deducting the initial purchasers' discount and estimated
expenses related to the Offering. The Company intends to use the net proceeds
as part of the financing of the Company's AmeriSuites hotels expansion, to
repay amounts outstanding under a revolving credit facility and to repay
certain other secured indebtedness.

The Notes will not be registered under the Securities Act and may not be
offered or sold in the United States absent registration thereunder or an
applicable exemption from the registration requirements thereof.  The Company
will agree, for the benefit of all holders of the Notes, to file, after the
issuance of the Notes, a registration statement relating to an exchange offer
for the Notes under the Securities Act. If such registration is not effected
within certain prescribed time periods, the holders of the Notes will be
entitled to liquidated damages until such registration is effected.
                                                                               

Prime is a leading national hotel company, with a portfolio of 108 hotels
containing 15,479 rooms located in 25 states and the U.S. Virgin Islands.