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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Brydon Thomas W

(Last)

(First)

(Middle)

W. 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2005

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	01/21/2005		A		10,000	A	$0	20,460	D⁽¹⁾⁽²⁾
Common Stock, par value $0.01								27,840	D
Common Stock, par value $0.01								18,133	I	By PIB⁽³⁾
Common Stock, par value $0.01								7,823	I	By ESOP

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)
Stk Optn(Right to Buy)	$35.84	01/21/2005		A		15,000		⁽⁴⁾⁽⁵⁾	01/21/2015	Common Stk	15,000	$0	15,000	D
Stk Optn(Right to Buy)	$39.2							⁽⁴⁾⁽⁵⁾	02/19/2004	Common Stk	20,000		20,000	D
Stk Optn(Right to Buy)	$6.9375							⁽⁴⁾⁽⁵⁾	01/13/2010	Common Stk	28,000		28,000	D

Explanation of Responses:

1. Grant to the reporting person of 10,000 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") was effective January 21, 2005. 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 3,500 shares of common stock pursuant to the RRP was made by the Board of Directors, 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. (Footnote 1 continues in footnote 2)

2. 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.

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

4. Grant to the reporting person of options to buy 15,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan ("Plan") that was approved by stockholders at the Special Meeting was effective Janaury 21, 2005. 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 award to the reporting person of options to buy 20,000 shares of common stock pursuant to the Plan was made by the Board of Directors, 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. (Footnote 4 continues in footnote 5)

5. Previous grant to the reporting person of options to buy 30,000 shares of common stock pursuant to the 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, 2004 and 2005.

Remarks:

	Thomas W. Brydon	01/24/2005
	** 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.