SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Brydon Thomas W

(Last)

(First)

(Middle)

W. 80 CENTURY ROAD

(Street)

PARAMUS

07652

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2004

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01	27,840	D
Common Stock, par value $0.01	10,460	D⁽¹⁾
Common Stock, par value $0.01	18,133	I	By PIB⁽²⁾
Common Stock, par value $0.01	7,823	I	By ESOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	02/19/2014	Common Stock	20,000	$39.2	D
Stock Option (Right to Buy)	⁽³⁾	01/13/2010	Common Stock	28,000	$6.9375	D

Explanation of Responses:

1. Grant to the reporting person of 3,500 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"), effective February 19, 2004. Such award will vest in equal installments, at a rate of 20% per year, on each of April 20, 2006, 2007, 2008, 2009 and 2010. Previous award to the reporting person of 17,400 shares of common stock pursuant to the RRP was made by the Board of Directors, effective Janaury 13, 2000. On each of April 20, 2001 and 2002, 3,480 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 and on each of April 20, 2003 and 2004, 6,960 shares vested and became directly owned by the reporting person. The remaining 6,960 unvested shares will vest on April 20, 2005.

2. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.

3. Grant to the reporting person of options to buy 20,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan that was approved by stockholders at the Special Meeting was effective February 19, 2004. Such award will vest in equal installments, at a rate of 20% per year, on each of January 13, 2006, 2007, 2008, 2009 and 2010. Previous grant to the reporting person of options to buy 30,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan was made by the Board of Directors, effective January 13, 2000. Options to buy 6,000 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 12,000 options vested and became exercisable on each of January 13, 2003 and 2004. The 12,000 unvested options will vest and become exercisable on January 13, 2005.

Remarks:

	Thomas W. Brydon	12/27/2004
	** 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 5 (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.