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                            CERTIFICATE OF AMENDMENT

                                       OF

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            PRIME HOSPITALITY CORP.

            Adopted in accordance with the provisions of Section 242
                    of the Delaware General Corporation Law



Prime Hospitality Corp., a Delaware corporation (the "Corporation"), by its
Chairman and President, David A. Simon, and attested by its Secretary, Joseph
Bernadino, DOES CERTIFY that:

         1.  The Restated Certificate of Incorporation of the Corporation,
         filed in the office of the Secretary of State, State of Delaware on 
         June 9, 1992, is amended by amending Article Fourth in its entirety 
         as follows:

                 Fourth.  (a)  the total number of shares of capital stock
                 which the corporation shall have the authority to issue is
                 95,000,000. consisting of:  (i) 75,000,000 shares of Common
                 Stock, par value of $0.01 per share; and (ii) 20,000,000
                 shares of Preferred Stock, par value $0.10 per share.  Each
                 holder of Common Stock shall be entitled to one vote per share
                 of Common Stock with respect to votes of stockholders at
                 annual or special meetings of the stockholders.  The Preferred
                 Stock may be issued from time to time in one or more series.
                 The Board is expressly authorized at any time, and from time
                 to time, to provide for the issuance of shares of Preferred
                 Stock in one or more series, for such consideration (not less
                 than its par value) and with such designations, powers,
                 preferences and relative, participating, optional or other
                 special rights, and such qualifications, limitations or
                 restrictions, as shall be determined by the Board and fixed by
                 resolution or resolutions adopted by the Board providing for
                 the number of shares in each such series.  In compliance with
                 Section 1123(a) (6) of the Bankruptcy Code, no nonvoting
                 equity securities of the Corporation shall be issued hereunder
                 by the Corporation.
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                          (b)  Holders of Common Stock shall not have
                 preemptive or other rights to subscribe for additional shares
                 of Common Stock, or other shares of the Corporation.

         2.  The Board of Directors of the Corporation, at a meeting held on
March 21, 1995, adopt a resolution proposing and declaring advisable the
amendment to the Restated Certificate of Incorporation of the Corporation.

         3.  Such amendment has been duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law by vote of
the stockholders of the Corporation at the Corporations annual meeting of
stockholders held on May 16, 1995.

         IN WITNESS WHEREOF, Prime Hospitality Corp. has caused this
certificate to be executed on its behalf by David A. Simon, its Chairman and
President, hereby declaring and certifying and Joseph Bernadino, its Secretary,
hereby attesting on May 16, 1995, that this is the act and deed of the
Corporation and that the facts herein stated are true.

                                       PRIME HOSPITALITY CORP.



                                       By:   /s/ David A. Simon
                                           ---------------------------
                                           David A. Simon
                                           President and Chairman of the Board
                                                 of Directors



Attest:

         /s/ Joseph Bernadino
- ---------------------------------
         Joseph Bernadino
         Secretary