March 21, 2005

Mail Stop 0408

By U.S. Mail and Facsimile to (212) 912-7751

Ronald E. Hermance, Jr.
Chairman of the Board, President and Chief Executive Officer
Hudson City Bancorp, Inc.
West 80 Century Road
Paramus, New Jersey 07652

Re:	Hudson City Bancorp, Inc.
	Form S-1 filed February 25, 2005
	File No. 333-122531

Dear Mr. Hermance:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Prospectus Cover Page

1. Please disclose the latest possible date for ending the
offering.

2. In the next amendment, please include the graphics, maps, any
photographs, and related captions as they will appear in the
prospectus, or provide them to us supplementally.

Summary - page 1

3. All references to the narrator, or otherwise, should be clear
from
the context.  Refer to Rule 421 of Regulation C.  Shareholders
should
be able to ascertain the parties involved, and their respective
role,
without the need of a legend such as that in the second paragraph
of
the summary.  Please delete.

4. We note on page 1.14 of the appraisal report that the bank has
an
internal loan policy of limiting 3 million dollars to a single
borrower.  Please disclose this in an appropriate place.

5. Please include a section discussing the after-market stock
price
performance of mutual-to-stock conversions for at least the past
year.

Ownership by Directors and Executive Officers - page 9

6. Please disclose whether insiders` purchases count towards the
minimum necessary to close this offering.

Benefit Plans - page 10

7. Please disclose the value or cost at the maximum of the
offering
range for each of the benefit plans.

Tax Aspects of the Conversion - page 12

8. Please reference counsel`s opinion and provide a summary of it.

How We Intend to Use the Proceeds from the Offering - page 27

9. To the extent possible, disclose the expected average cost of
opening the additional branch offices and the average cost of
opening
a branch office during 2004.  Also disclose this number in this
same
subheading on page 6.

Bank Regulatory Capital Compliance - page 31

10. Briefly explain why as offering proceeds increase, in this
table,
capital decreases.

Employment Agreements - page 114

11. Please revise to disclose what the dollar amount would have
been
had the severance provisions of the employment agreements had been
triggered as of a recent date.

The Stock Split of Hudson City Bancorp Common Stock - page 132

12. Supplementally please tell us why the conversion of the
minority
interest in the MHC has been structured as a stock split rather
than
the more conventional mode of an exchange, and provide us with
your
analysis of the legal basis for this structure under OTS
regulations.

*      *      *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Heather Schimkaitis, Staff Accountant, at
(202)
824-5342 or John Nolan, Accounting Branch Chief, at (202) 942-1783
if
you have questions regarding accounting-related matters.  Please
contact Gregory Dundas at (202) 942-2932 or me at (202) 942-2889
with
any other questions.

						Sincerely,



						William Friar
						Senior Financial Analyst

cc:	Omer S. J. Williams, Esq.
	Robert C. Azarow, Esq.
	Carmalita M. Riddle, Esq.
	Thacher Proffitt & Wood LLP
	Two World Financial Center
	New York, New York 10281

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Hudson City Bancorp, Inc.
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