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^*

Nettleton J. Christopher

(Last)

(First)

(Middle)

WEST 80 CENTURY ROAD

(Street)

PARMAUS

07652

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2012

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 per share	60,983⁽¹⁾	D
Common Stock, par value $0.01 per share	23,421	I	By ESOP
Common Stock, par value $0.01 per share	17,426	I	By PIB⁽²⁾
Common Stock, par value $0.01 per share	6,372	I	By Spouse/PIB⁽³⁾
Common Stock, par value $0.01 per share	5,849	I	By Spouse/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)	01/13/2005	04/14/2014	Common Stock	128,240	$10.33	D
Stock Option (Right to Buy)	07/21/2009	07/20/2016	Common Stock	100,000	$12.76	D
Stock Option (Right to Buy)	01/20/2009	07/20/2016	Common Stock	50,000	$12.76	D
Stock Option (Right to Buy)	01/25/2011	01/24/2018	Common Stock	50,000	$15.69	D
Stock Option (Right to Buy)	01/26/2010	01/25/2017	Common Stock	45,000	$13.78	D
Stock Option (Right to Buy)	01/13/2006	01/20/2015	Common Stock	32,060	$11.17	D

Explanation of Responses:

1. The reported total includes 3,334 shares of unvested restricted stock awarded under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the "Plan") which will vest on January 23, 2012 subject only to continued employment through the vesting date.

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

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

Remarks:

Performance Stock Option grant, on 3/15/11, to purchase 12,300 shares of common stock at $9.50 per share. These options have a 10-yr term ending 3/14/21 and become exercisable on 3/15/14. Performance Deferred Stock Unit award, on 3/15/11, for 9,100 shares of common stock which will vest on 3/15/14. Performance Stock Option grant, on 1/19/10, to purchase 50,000 shares of common stock at $13.12 per share. These options have a 10-yr term ending 1/18/20 and become exercisable on 1/19/13. Performance Stock Option grant, on 1/23/09, to purchase 45,000 shares of common stock at $12.03 per share. These options have a 10-yr term ending 1/22/19 and become exercisable on 1/23/12. Terms may end earlier than 10 years in certain circumstances. Vesting is tied to satisfaction, by the exercisable dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each grant and award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these option grants and awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. Exhibit List - Exhibit 24 (Power of Attorney)

	Veronica A. Olszewski, Attorney-in-fact	01/06/2012
	** 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.
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