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^*

LEE MICHAEL B

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2007

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/ share	04/27/2007		F		977	D	$13.35	347,574	D⁽⁵⁾
Common Stock, par value $0.01/ share	04/27/2007		G	V	1,500	D	$0	346,074	D
Common Stock, par value $0.01/ share								50,530	I	By ESOP
Common Stock, par value $0.01/ share								36,851	I	By PIB⁽⁴⁾
Common Stock, par value $0.01/ share								9,618	D⁽¹⁾
Common Stock, par value $0.01/ share								320	I	By Spouse/Son

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)	$12.22							⁽²⁾	02/18/2014	Common Stock	128,239		128,239	D
Stock Option (Right to Buy)	$12.76							⁽³⁾	07/20/2016	Common Stock	150,000		150,000	D

Explanation of Responses:

1. Award to the reporting person of 5,000 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"), effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 3,206 shares vested and became directly owned by the reporting person on each of April 20, 2006 and 2007. Such award will vest at a rate of 3,206 shares per year on each of April 20, 2008, 2009 and 2010.

2. Grant to the reporting person of options to buy 40,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, which the stockholders approved at the Special Meeting, effective February 19, 2004. The options awarded and the exercise price of those options were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 25,647 shares vested and became exercisable by the reporting person on each of January 13, 2006 and 2007. Such award will vest at a rate of 25,647 shares per year on each of January 13, 2008, 2009 and 2010.

3. Grant to the reporting person of options to buy 150,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan, which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006, was effective July 21, 2006. Such options will vest and become exercisable at a rate of 60% on July 21, 2009 with the remaining 40% vesting on July 21, 2011.

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

5. The reported transaction represents shares withheld by the issuer to satisfy payroll tax withholding obligations of the reporting person upon vesting of common stock pursuant to the Hudson City Bancorp, Inc.'s 2000 RRP.

Remarks:

On January 26, 2007, the reporting person received a grant of Performance Stock Options to purchase 67,500 shares of Common Stock, par value $0.01 per share at a price per share of $13.78. These options have a 10-year term ending January 26, 2017 (or earlier in certain circumstances) and become exercisable on January 27, 2010 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to return on equity and diluted earnings per share have been satisfied. Under applicable SEC regulations, these options are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. On July 21, 2006 the reporting person received a grant of Performance Stock Options to purchase 75,000 shares of Common Stock, par value $0.01 per share, at a price per share of $12.76. These options have a 10-year term ending July 21, 2016 (or earlier in certain circumstances) and become exercisable on December 31, 2008 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to operating efficiency and credit quality have been satisfied. Under applicable SEC regulations, these options are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.

	Louis J. Beierle, Attorney-in-Fact	05/01/2007
	** 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.