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                                                                   EXHIBIT 10(o)



                          CHANGE IN CONTROL AGREEMENT

         This Agreement, dated this 25th day of October, 1999, is between Prime
Hospitality Corp., a Delaware corporation (the "Company"), and Terry P. O'Leary
("Employee").

                                R E C I T A L S:

         A       Employee is a key officer and employee of the Company.

         B.      The Board of Directors of the Company (the "Board") recognizes
that Employee is one of several key officer/employees whose high quality of job
performance is essential to promoting and protecting the best interests of the
Company and its shareholders.

         C.      The Board further recognizes (i) that it is possible that a
Change in Control of the Company could occur at some time in the future, (ii)
that the uncertainty associated with such a possibility could result in the
distraction of Employee from Employee's assigned duties and responsibilities,
(iii) that it is in the best interests of the Company and its shareholders to
assure the continued attention by Employee to such duties and responsibilities
without such distraction and (iv) that Employee must be able to participate in
the assessment and evaluation of any proposal which could effect a Change in
Control of the Company without Employee's judgment being influenced by
uncertainties regarding Employee's future financial security.

         D.      The Company wishes to provide Employee with certain benefits
in the event of a Change in Control of the Company as set forth herein.

                              TERMS AND CONDITIONS

         For valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

         1.      Definitions.

                 (a)      For purposes of this Agreement, the Company shall
have "Cause" to terminate Employee's employment hereunder upon (A) the willful
engaging by Employee in misconduct

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which results in demonstrable and material economic injury to the Company, or
(B) the conviction of Employee of a felony involving moral turpitude. For
purposes of this paragraph, no act, or failure to act, on Employee's part shall
be considered "willful" unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his action or omission was in or not
opposed to the best interests of the Company. Employee shall not be deemed to
have been terminated for Cause unless the Company shall have given or delivered
to Employee (i) reasonable notice setting forth the reasons for the Company's
intention to terminate for Cause, (ii) an opportunity for Employee to cure any
such breach within thirty (30) days after receipt of such notice, (iii) an
opportunity for Employee, together with his counsel, to be heard before the
Board, and (iv) a written notice of termination stating that, in the good faith
opinion of not less than a majority of the entire membership of the Board,
Employee was guilty of conduct set forth above in clauses (A) or (B) of the
second preceding sentence, and specifying the particulars thereof in detail.
Notwithstanding the foregoing, in the case of any Employee who has in effect an
employment agreement with the Company ("Employment Agreement"), no termination
following a Change in Control shall be treated as for Cause (x) for purposes of
this Agreement unless it would also be treated as for Cause under such
Employment Agreement, or (y) for purposes of such Employment Agreement unless
it would also be treated as for Cause under this Agreement.

                 (b)      A "Change in Control" of the Company shall be
considered to occur if and when:

                                  (i)      more than 30% of the Company's
                          outstanding securities entitled to vote in elections
                          of directors (the "Voting Securities") are acquired
                          by any person, entity or group (as such terms are
                          used in Sections 13(d) and 14(d) of the Securities
                          Exchange Act of 1934) (other than the Company, any
                          corporation, partnership, trust or other entity
                          controlled by the Company (a "Subsidiary") or any
                          trustee, fiduciary or other person or entity holding
                          securities under any employee benefit plan or trust
                          of the Company or any of its Subsidiaries) (such
                          person, entity or group, a "Person"); provided,


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                          however that, notwithstanding the prior clause of
                          this Section 1(b)(i), unless the Board, within thirty
                          (30) days of such event, determines otherwise, a
                          Change in Control shall be considered to occur if and
                          when more than 20% of the Voting Securities are
                          acquired by any Person; or

                                  (ii)     during any period of two consecutive
                          years, the individuals who, at the beginning of such
                          period, constitute the Board (the "Incumbent Board")
                          cease for any reason to constitute at least a
                          majority thereof, provided, however, that a director
                          who is not otherwise a member of the Incumbent Board
                          shall be deemed to be a member of the Incumbent Board
                          if such director was elected by, on the
                          recommendation of, or with the approval of, at least
                          two-thirds of the Incumbent Board (taking into
                          account the proviso in this Section 1(b)(ii);

                                  (iii)    the sale, lease, exchange or other
                          disposition in one transaction or in a series of
                          related transactions of all or substantially all of
                          the assets of the Company, other than a sale, lease,
                          exchange or other disposition to an entity, following
                          which (A) more than 50%, respectively, of the then
                          outstanding shares of common stock or other
                          securities, (measured by value) of such entity and
                          the combined voting power of the then outstanding
                          voting securities of such entity entitled to vote
                          generally in the election of directors (collectively,
                          "Equity Securities") is then beneficially owned,
                          directly or indirectly, by individuals and entities
                          who were the beneficial owners of the outstanding
                          Voting Securities immediately prior to such sale,
                          lease, exchange or other disposition, in
                          substantially the same proportions among such
                          beneficial owners, (B) no Person (excluding any
                          Person beneficially owning, immediately prior to such
                          sale, lease, exchange or other disposition, directly
                          or indirectly, 30% or more of the outstanding Voting
                          Securities), beneficially owns, directly or
                          indirectly, 30% or more, respectively, of the then


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                          outstanding Equity Securities, and (C) at least a
                          majority of the members of the board of directors of
                          the entity were members of the Incumbent Board at the
                          time of the execution of the initial agreement or
                          action of the Board providing for such sale, lease,
                          exchange or other disposition of assets of the
                          Company;

                                  (iv)     approval by the Company's
                          shareholders of a reorganization, merger or
                          consolidation of the Company, unless, following such
                          reorganization, merger or consolidation, (A) more
                          than 50%, respectively, of the then outstanding
                          Equity Securities of the entity resulting from such
                          reorganization, merger or consolidation is then
                          beneficially owned, directly or indirectly, by
                          individuals and entities who were the beneficial
                          owners, respectively, of the outstanding Voting
                          Securities immediately prior to such reorganization,
                          merger or consolidation, in substantially the same
                          proportions among such beneficial owners, (B) no
                          Person (excluding any Person beneficially owning,
                          immediately prior to such reorganization, merger or
                          consolidation, directly or indirectly, 30% or more of
                          the outstanding Voting Securities), beneficially
                          owns, directly or indirectly, 30% or more of the
                          outstanding Voting Securities), beneficially owns,
                          directly or indirectly, 30% or more, respectively, of
                          the then outstanding Equity Securities of the entity
                          resulting from such reorganization, merger or
                          consolidation, and (C) at least a majority of the
                          members of the board of directors of the entity
                          resulting from such reorganization, merger or
                          consolidation were members of the Incumbent Board at
                          the time of the execution of the initial agreement
                          providing for such reorganization, merger or
                          consolidation;

                                  (v)      approval by the Company's
                          shareholders of a complete liquidation or dissolution
                          of the Company; or

                                  (vi)     such other events as the Board may
                          designate.



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                 (c)      "Good Reason" shall mean the occurrence of any of the
following, without Employee's consent, after a Change in Control:

                          (i)     a material reduction or adverse alteration in
                          the titles, duties, authorities or responsibilities
                          of Employee's position;

                          (ii)    a reduction in Employee's annual base salary,
                          bonus or other compensation arrangements provided by
                          the Company;

                          (iii)   the relocation of Employee's place of
                          employment by more than twenty miles; or

                          (iv)    a material reduction in or the discontinuance
                          of the perquisites or benefits provided by the
                          Company to Employee.

                 In addition, and without limiting the foregoing, in the case
                 of an Employee with an Employment Agreement "Good Reason"
                 shall include any act or failure to act which would constitute
                 "good reason" as such term is defined in the Employee's
                 Employment Agreement.

                          (d)     The term "Cash Compensation" shall mean,
                 during any fiscal year of the Company, Employee's aggregate
                 cash compensation earned as an Employee of the Company during
                 the immediately preceding fiscal year (including any bonus
                 earned but not paid by fiscal year-end and without regard to
                 any election deferring the receipt of compensation so earned).
                 If Employee was employed by the Company for only a portion of
                 the preceding fiscal year, "Cash Compensation" for such year
                 shall be determined based on the aggregate cash compensation
                 earned during the portion of such year that Employee was
                 employed.

         2.      Change in Control.

                 (a)      Options. In the event of a Change in Control of the
                 Company, all stock options granted to Employee by the Company
                 under any compensatory plan or arrangement shall become
                 immediately vested and exercisable, notwithstanding any
                 vesting schedule previously applicable to such stock options.


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                 (b)      Cash Payment.    If, within twenty-four (24) months
                 following a Change in Control of the Company, the Company
                 terminates Employee's employment without Cause, or Employee
                 terminates his or her employment with the Company for Good
                 Reason, then the Company shall, within ten (10) days of such
                 termination of employment, pay to Employee, in one lump sum,
                 in immediately available funds by wire transfer in accordance
                 with Employee's instructions, an amount equal to two and
                 one-half (2-1/2) times Employee's "Cash Compensation" as
                 defined above.

         3.      Excise Tax Gross-Up.

                          (a)     Anything in this Agreement to the contrary
                 notwithstanding, if it shall be determined that any payment or
                 distribution by the Company to or for Employee's benefit
                 (whether paid or payable or distributed or distributable
                 pursuant to the terms of this Agreement or pursuant to an
                 Employment Agreement or any other compensatory Company plan or
                 arrangement, without taking into account the Gross-Up Payment,
                 as hereinafter defined) (a "Payment") would be subject to the
                 excise tax imposed by Section 4999 of the Internal Revenue
                 Code of 1986, as amended (the "Code"), or any interest or
                 penalties are incurred by Employee with respect to such excise
                 tax (such excise tax, together with any such interest and
                 penalties, are hereinafter collectively referred to as the
                 "Excise Tax"), then Employee shall be entitled to receive an
                 additional payment (a "Gross-Up Payment") in an amount such
                 that after payment by Employee of all Federal, state and local
                 taxes (including any interest or penalties imposed with
                 respect to such taxes), including, without limitation, any
                 income taxes, withholding taxes and  payroll taxes (and any
                 interest and penalties imposed with respect thereto) and
                 Excise Tax imposed upon the Gross-Up Payment, Employee retains
                 an amount of the Gross-Up Payment equal to the Excise Tax
                 imposed upon the Payments.

                          All determinations required to be made under this
                 Section 11, including whether and when a Gross-Up Payment is
                 required and the amount of such Gross-Up


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                 Payment and the assumptions to be utilized in arriving at such
                 determination, shall be made by a nationally recognized
                 accounting firm as may be designated by Employee (the
                 "Accounting Firm") which shall provide detailed supporting
                 calculations both to the Company and Employee within fifteen
                 (15) business days of the receipt of notice from Employee that
                 there has been a Payment, or such earlier time as is requested
                 by the Company. In the event that the Accounting Firm is
                 serving as accountant or auditor for the individual, entity or
                 group effecting the Change in Control, Employee shall appoint
                 another nationally recognized accounting firm to make the
                 determinations required hereunder (which accounting firm shall
                 then be referred to as the Accounting Firm hereunder). All
                 fees and expenses of the Accounting Firm shall be borne by the
                 Company. Any Gross-Up Payment, as determined pursuant to this
                 Section 11, shall be paid by the Company to Employee within
                 five days of the receipt of the Accounting Firm's
                 determination. Any determination by the Accounting Firm shall
                 be binding upon the Company and Employee. As a result of the
                 uncertainty in the application of Section 4999 of the Code at
                 the time of the initial determination by the Accounting Firm
                 hereunder, it is possible that Gross-Up Payments which will
                 not have been made by the Company should have been made
                 ("Underpayment"), consistent with the calculations required to
                 be made hereunder. In the event that the Company exhausts its
                 remedies pursuant to Section 3(b) and Employee thereafter is
                 required to make a payment of any Excise Tax, the Accounting
                 Firm shall determine the amount of the Underpayment that has
                 occurred and any such Underpayment shall be promptly paid by
                 the Company to or for Employee's benefit.

                          (b)     Employee shall notify the Company in writing
                 of any claim by the Internal Revenue Service that, if
                 successful, would require the payment by the Company of the
                 Gross-Up Payment. Such notification shall be given as soon as
                 practicable but no later than fifteen business days after
                 Employee is informed in


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                 writing of such claim and shall apprise the Company of the
                 nature of such claim and the date on which such claim is
                 requested to be paid. Employee shall not pay such claim prior
                 to the expiration of the 30-day period following the date on
                 which it gives such notice to the Company (or such shorter
                 period ending on the date that any payment of taxes with
                 respect to such claim is due). If the Company notifies
                 Employee in writing prior to the expiration of such period
                 that it desires to contest such claim, Employee shall:

                          (i)     give the Company any information reasonably
                          requested by the Company to such claim,

                          (ii)    take such action in connection with
                          contesting such claim as the Company shall reasonably
                          request in writing from time to time, including,
                          without limitation, accepting legal representation
                          with respect to such claim by an attorney reasonably
                          selected by the Company,

                          (iii)   cooperate with the Company in good faith in
                          order effectively to contest such claim, and

                          (iv)    permit the Company to participate in any
                          proceeding relating to such claim,

                 provided, however, that the Company shall bear and pay
                 directly all costs and expenses (including additional interest
                 and penalties) incurred in connection with such contest and
                 shall indemnify and hold Employee harmless, on an after-tax
                 basis, from any Excise Tax or income tax (including interest
                 and penalties with respect thereto) imposed as a result of
                 such representation and payment of costs and expense.  Without
                 limitation on the foregoing provisions of this Section 3, the
                 Company shall control all proceedings taken in connection with
                 such contest and, at its sole option, may pursue or forego any
                 and all administrative appeals, proceedings, hearings and
                 conferences with the taxing authority in respect of such claim
                 and may, at its sole option, either direct Employee to pay the
                 tax claimed and sue for a refund or contest


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                 the claim in any permissible manner, and Employee agrees to
                 prosecute such contest to a determination before any
                 administrative tribunal, in a court of initial jurisdiction
                 and in one or more appellate courts, as the Company shall
                 determine; provided, however, that if the Company directs
                 Employee to pay such claim and sue for a refund, the Company
                 shall advance the amount of such payment to Employee, on an
                 interest-free basis, and shall indemnify and hold Employee
                 harmless, on an after-tax basis, from any Excise Tax or income
                 tax (including interest or penalties with respect thereto)
                 imposed with respect to such advance or with respect to any
                 imputed income with respect to such advance; and further
                 provided that any extension of the statute of limitations
                 relating to payment of taxes for Employee's taxable year with
                 respect to which such contested amount is claimed to be due is
                 limited solely to such contested amount. Furthermore, the
                 Company's control of the contest shall be limited to issues
                 with respect to which a Gross-Up Payment would be payable
                 hereunder and Employee shall be entitled to settle or contest,
                 as the case may be, any other issue raised by the Internal
                 Revenue Service or any other taxing authority.

                          (c)     If, after Employee's receipt of an amount
                 advanced by the Company pursuant to Section 3(b), Employee
                 becomes entitled to receive any refund with respect to such
                 claim, Employee shall (subject to the Company's complying with
                 the requirements of this Section 3(b)) promptly pay to the
                 Company the amount of such refund (together with any interest
                 paid or credited thereon after taxes applicable thereto). If,
                 after Employee's receipt of an amount advanced by the Company
                 pursuant to Section 3(b), a determination is made that
                 Employee shall not be entitled to any refund with respect to
                 such claim and the Company does not notify Employee in writing
                 of its intent to contest such denial of refund prior to the
                 expiration of 30 days after such determination, then such
                 advance shall be forgiven and shall not be required to be
                 repaid and the amount of such advance shall offset, to the
                 extent thereof, the amount of Gross-Up Payment required to be
                 paid.


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         4.      Waiver of Invalidity. Inasmuch as the injury caused to
         Employee in the event Employee's employment is terminated within
         twenty-four (24) months of a Change in Control is difficult or
         incapable of accurate estimation at the date of this Agreement, the
         amounts to be paid pursuant to Sections 2 and 3 are intended to be
         liquidated damages and not a penalty, and therefore constitute a good
         faith forecast of the harm which might be expected to be caused to
         Employee. Accordingly, the Company waives any right to assert against
         Employee the invalidity of any payment provided in Sections 2 and 3 by
         reason of Employee's failure to seek other employment or otherwise,
         nor shall the amount of any payment provided in Sections 2 and 3 be
         reduced by reason of any compensation earned or not earned by Employee
         as a result of employment by another employer after the date of
         termination or otherwise.

         5.      Arbitration of Disputes. All disputes governing the
         interpretation or enforcement of this Agreement shall be resolved
         exclusively by arbitration in the manner set forth in this Section 5.
         Employee or the Company may submit to arbitration any claim under this
         Agreement as follows:  At any time following the termination of
         Employee's employment with the Company, the claim may be filed in
         writing with an arbitrator of Employee's choice or, if the claim is
         filed by the Company, reasonably acceptable to Employee, and
         thereafter the Company, or Employee, as applicable, shall be notified
         in writing of the claim and furnished with a true copy as so filed.
         The arbitrator must be a member of the National Academy of Arbitrators
         or one who currently appears on arbitration panels issued by the
         American Arbitration Association. To the extent not inconsistent with
         the rules set forth in this Section 5, the arbitration proceeding
         shall insofar as practicable be conducted in accordance with the
         National Rules of the American Arbitration Association for the
         Resolution of Employment Disputes effective June 1, 1996. The
         arbitration hearing shall be held within ten (10) business days after
         the receipt of notice of the claim by the Company.  No continuance of
         the hearing shall be allowed without the mutual consent of Employee
         and the Company. Absence from or non-participation at the hearing by
         either party shall not


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         prevent the issuance of an award. Hearing procedures which will
         expedite the hearing may be ordered at the arbitrator's discretion.
         The arbitrator's award shall be rendered as expeditiously as possible.
         In the event the arbitrator finds that the Company has breached this
         Agreement, the arbitrator shall order the Company to pay to Employee,
         within twenty-four hours after the decision is rendered, the amount
         due hereunder. The award of the arbitrator shall be final and binding
         upon the parties. Judgment may be entered on the arbitrator's award in
         any appropriate court as soon as possible after its rendition without
         further notice to the Company. The Company shall promptly reimburse
         Employee for the reasonable legal fees and expenses incurred by
         Employee in connection with enforcement of Employee's rights hereunder
         or the determination of Employee's rights in any arbitration
         proceeding.

         6.      Miscellaneous.

                 (a)      Waiver. The failure of any party to exercise any
                 rights hereunder or to enforce any of the terms or conditions
                 of this Agreement on any occasion shall not constitute or be
                 deemed a waiver of that party's rights thereafter to exercise
                 any rights hereunder or to enforce each and every term and
                 condition of this Agreement.

                 (b)      Binding Effect; Successors.

                          (i)     The Company will require any successor
                 (whether direct or indirect, by purchase, merger,
                 consolidation or otherwise) to all or substantially all of the
                 business or assets of the Company, by agreement, in form and
                 substance satisfactory to Employee, expressly to assume and
                 agree to perform this Agreement in the same manner and to the
                 same extent that the Company would be required to perform if
                 no such succession had taken place.  Failure of the Company to
                 obtain such assumption and agreement prior to the
                 effectiveness of any such succession will entitle Employee to
                 compensation from the Company in the same amount and on the
                 same terms as Employee would be entitled to under Section 2(b)
                 hereunder had the Company terminated Employee without Cause on
                 the succession date (assuming a Change in Control of the
                 Company had occurred prior to such succession date). As used
                 in this


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                 Agreement, "the Company" means Employer as defined in the
                 preamble to this Agreement and any successor to its business
                 or assets which executes and delivers the agreement provided
                 for in this Section 6(b) or which otherwise becomes bound by
                 all the terms and provisions of this Agreement by operation of
                 law or otherwise.

                          (ii)    This Agreement and all rights of the Employee
                 hereunder shall inure to the benefit of and be enforceable by
                 Employee and Employee's personal or legal representatives,
                 executors, administrators, successors, heirs, distributees,
                 devisees and legatees. If Employee should die while any
                 amounts would still be payable to him hereunder if he had
                 continued to live, all such amounts, unless otherwise provided
                 herein, shall be paid in accordance with the terms of this
                 Agreement to Employee's devisee, legatee, or other beneficiary
                 or, if there be no such beneficiary, to Employee's estate.

                 (c)      Governing Law. This Agreement shall be construed and
                 enforced in accordance with the laws of the State of Delaware.

                 (d)      Authorization and Modification. This Agreement is
                 executed for and on behalf of the Company by an officer
                 thereof duly authorized to do so by resolution of the Board of
                 Directors approving this Agreement and authorizing such
                 execution.  This Agreement shall not be varied, altered,
                 modified, changed or in any way amended except by an
                 instruction in writing executed by the parties hereto.

                 (e)      Assignment by Employee.  Except as otherwise
                 expressly provided for in this Agreement, no right, benefit or
                 interest of Employee arising hereunder shall be subject to
                 anticipation, alienation, sale, assignment, encumbrance,
                 charge, pledge, hypothecation or set-off in respect of any
                 claim, debt or obligation or to execution, attachment, levy or
                 similar process, or assignment by operation of law. Any
                 attempt, voluntary or involuntary, to effect any action
                 specified in the immediately preceding sentence shall, to the
                 full extent permitted by law, be null, void and of no effect.

                 (f)      Notice. For the purposes of this Agreement, notices,
                 demands and all



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                 other communications provided for in the Agreement shall be in
                 writing and shall be deemed to have been given when hand
                 delivered or (unless otherwise specified) mailed by United
                 States registered mail, return receipt requested, postage
                 prepaid, addressed as follows:

<TABLE>
                 <S>                       <C>
                 If to the Employee:       Terry P. O'Leary
                 ------------------        163 East Main Street
                                           Little Falls, New Jersey 07424

                 If to the Company:        Prime Hospitality Corp.
                 -----------------         700 Route 46 East
                                           Fairfield, New Jersey 07004
                                           Attention:  General Counsel
</TABLE>

                 or to such other address as any party may have furnished to
                 the others in writing in accordance herewith, except that
                 notices of change of address shall be effective only upon
                 receipt.

                 (g)      Validity.        The invalidity or unenforceability
                 of any provision or provisions of this Agreement shall not
                 affect the validity or enforceability of any other provisions
                 of this Agreement, which shall remain in full force and
                 effect.

                 (h)      Taxes.  The Company shall deduct from all amounts
                 payable under this Agreement all federal, state, local and
                 other taxes required by law to be withheld with respect to
                 such payments.

         7.      Other Arrangements. The rights of Employee under this
         Agreement are in addition to Employee's rights under any Employment
         Agreement or any successor agreement to an Employment Agreement
         covering Employee. Nothing contained in this Agreement shall adversely
         affect any of Employee's rights under an Employment Agreement or as a
         participant or beneficiary under the Company's pension and welfare
         benefit plans, incentive compensation arrangements and perquisite
         programs, or Employee's obligations arising under any confidentiality,
         non-competition or no solicitation agreement with the Company.  This
         Agreement supersedes any and all prior Change in Control Agreements
         entered into

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         between Employee and the Company.


                           PRIME HOSPITALITY CORP.


                           By: /s/ A. F. PETROCELL
                              ----------------------------------
                                   A. F. Petrocelli, President

                           EMPLOYEE:


                                   /s/ TERRY P. O'LEARY
                           -------------------------------------
                                   Terry P. O'Leary





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