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

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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^*

SALAMONE DENIS J

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Executive VP

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2004

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	05/03/2004		P		2,000	A	$34.1	2,000	I	By IRA
Common Stock, par value $0.01/share								95,000	D	⁽¹⁾⁽²⁾
Common Stock, par value $0.01/share								152,000	D
Common Stock, par value $0.01/share								40,000	I	By Spouse
Common Stock, par value $0.01/share								2,332	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)
Stock Options (Right to Buy)	$39.2							⁽³⁾⁽⁴⁾	02/18/2014	Common Stock	100,000		100,000	D
Stock Options (Right to Buy)	$11.515							⁽³⁾⁽⁴⁾	10/28/2011	Common Stock	256,000		256,000	D
Phantom Stock Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	3,425		3,425	D

Explanation of Responses:

1. Award to the reporting person of 15,000 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. 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 100,000 shares of common stock pursuant to the Denis J. Salamone Restricted Stock Award Plan ("the Plan"), was made by the Board of Directors, effective November 9, 2001. On April 20, 2002, 20,000 shares vested and became directly owned by the reporting person. Footnote 1 continues in footnote 2 below.

2. Footnote 1 continues: The shares awarded pursuant to the Plan were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and on each of April 20, 2003 and 2004 an additional 40,000 shares vested and became directly owned by the reporting person. An additional 40,000 shares will vest on each of April 20, 2005 and 2006. Such shares are subject to legend until vested.

3. Grant to reporting person of options to buy 100,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, approved at the Special Meeting, was made by the Board of Directors, effective February 19, 2004. Such options will vest and become exercisable 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 160,000 shares of common stock pursuant to the Stock Option Agreement for Denis J. Salamone was made by the Board of Directors, effective October 29, 2001. Options to buy 32,000 shares of common stock vested and became exercisable on January 13, 2002. Footnote 3 continues in footnote 4 below.

4. Footnote 3 continues: The options awarded to the reporting person were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and 64,000 options vested and became exercisable on each of January 13, 2003 and 2004. The unvested options will vest and become exercisable in equal installments, at a rate of 64,000 per year, on each of January 13, 2005 and 2006.

5. The reporting person is due upon retirement the equivalent dollar value of 3,425 shares of HCBK common stock on December 31, 2003 through the Hudson City Savings Bank ESOP Restoration Plan.

Remarks:

	Louis J. Beierle, Attorney-in-fact	05/03/2004
	** 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 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).
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