SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BIRCHBY JOHN D

(Last)

(First)

(Middle)

WEST 80 CENTURY ROAD

(Street)

PARAMUS

07652

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUDSON CITY BANCORP INC [ HCBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	11/26/2004		G	V	3,000	A	$0	3,000	I	By son⁽⁹⁾
Common Stock, par value $0.01 per share								0⁽⁸⁾	I	By Trust
Common Stock, par value $0.01 per share								331,600	D⁽⁷⁾
Common Stock, par value $0.01 per share								500,000	I	By LLC⁽²⁾
Common Stock, par value $0.01 per share								199,000	I	By Profit Sharing Plan⁽¹⁾
Common Stock, par value $0.01 per share								1,350	I	By IRA
Common Stock, par value $0.01 per share								22,000	D⁽³⁾
Common Stock, par value $0.01 per share								100,000	I	As Custodian⁽⁵⁾
Common Stock, par value $0.01 per share								10,000	I	By Trust⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$6.9375							⁽⁴⁾	01/13/2010	Common Stock	40,000		40,000	D

Explanation of Responses:

1. The reporting person holds the shares through the Profit Sharing Plan of Dieffenbach, Witt & Birchby, a law firm of which the reporting person is a partner.

2. The shares listed are held by a limited liability company ("LLC") of which the reporting person is the Managing Member. The ownership interest in the LLC is determined by the Managing Member of the LLC on the last day of each tax year. The other members of the LLC are Mary E. Birchby, the reporting person's spouse, and a limited partnership, all of the members of which are comprised of members of the reporting person's immediate family.

3. Award to reporting person of 55,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan ("RRP"), which the stockholders approved at a Special Meeting of Stockholders of Hudson City Bancorp, Inc. held on January 13, 2000 ("Special Meeting"). On each of April 20, 2001 and 2002, 11,000 shares vested and became directly owned by the reporting person. The shares awarded pursuant to the RRP were adjusted to reflect a 2-for-1 stock split on June 17, 2002. On each of April 20, 2003 and 2004, 22,000 shares vested and became directly owned by the reporting person. The remaining 22,000 shares will vest and become directly owned by the reporting person on April 20, 2005. Such shares are subject to a legend until vested.

4. Grant to the reporting person of options to buy 100,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan which was approved by stockholders at the Special Meeting. Options to buy 20,000 shares of common stock vested and became exercisable on each of January 13, 2001 and 2002. The options awarded to the reporting person were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and on each of January 13, 2003 and 2004, options to buy 40,000 shares of common stock vested and became exercisable. The 40,000 unvested options will vest and become exercisable on January 13, 2005.

5. The shares are held as custodian for the reporting persons child under the New Jersey Uniform Transfer to Minors Act.

6. The shares listed are held by the Julia C. Birchby Testamentary Trust, for which the reporting person serves as trustee. The shares listed are held by the Trust for the benefit of the children of the reporting person.

7. The shares are held in a joint account in the names of John D. Birchby and Mary E. Birchby.

8. Effective April 30, 2004, the reporting person was no longer the trustee of The Kenneth L. Birchby 2002 Irrevocable Trust and therefore, no longer has a reportable beneficial interest in 275,000 shares of common stock and 40,000 stock options held by Trust. The shares and options noted have been included in the reporting person's prior ownership reports.

9. The reporting person has a beneficial interest in 3,000 shares of common stock that were gifted to the reporting person's son.

Remarks:

	Louis J. Beierle, Attorney-in-Fact	12/14/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.