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                                                             EXHIBIT 10(j)
                           CHANGE IN CONTROL AGREEMENT

         This Agreement, dated this 14th day of May, 1998, is between Prime
Hospitality Corp., a Delaware corporation (the "Company"), and Richard T.
Szymanski ("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, however that,
                      notwithstanding the prior clause of this Section 1(b)(i),
                      unless 


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                      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 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 

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                      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.

                  (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, 


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                      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" shall mean his
                  annualized aggregate cash compensation for such year, which
                  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.

                  (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 


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                  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 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 


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                  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 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 


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                  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 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 


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                  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.

         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 


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         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 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 


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         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 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 



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                      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 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: 

                  If to the Employee: Richard T. Szymanski
                                      133 Smoke Rise Drive
                                      Warren, New Jersey 07059

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

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                  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 between Employee and the Company.

                                         PRIME HOSPITALITY CORP.

                                         By:
                                            -----------------------------------

                                         EMPLOYEE:


                                            -----------------------------------
                                                  Richard T. Szymanski

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