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^*

TASSILLO JOHN M

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2005

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 per share	01/26/2005		M		14,414	A	$6.9375	68,829	D
Common Stock, par value $0.01 per share								70,000	D⁽¹⁾⁽²⁾
Common Stock, par value $0.01 per share								61,415	I	By GRAT⁽⁶⁾
Common Stock, par value $0.01 per share								10,096	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 Option (Right to Buy)	$6.9375	01/26/2005		M			14,414	⁽³⁾⁽⁴⁾	01/13/2010	Common Stock	14,414	$0	57,586	D
Phanthom Stock Units	⁽⁵⁾	12/31/2004		A		819		⁽⁵⁾	⁽⁵⁾	Common Stock	819	$0	6,965	D
Stock Option (Right to Buy)	$39.2							⁽³⁾⁽⁴⁾	02/18/2014	Common Stock	75,000		75,000	D
Stock Option (Right to Buy)	$13.495							⁽³⁾⁽⁴⁾	01/09/2012	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Award to reporting person of 10,000 shares of common stock was made 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 reporting person of 15,000 shares of common stock pursuant to the RRP was made by the Board of Directors, effective January 10, 2002. On April 20, 2002, 3,000 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 an additional 6,000 shares vested. An additional 6,000 shares will vest on each of April 20, 2005 and 2006. (Footnote 1 continues in footnote 2 below.)

2. Footnote 1 continues: Previous award to reporting person of 120,000 shares of common stock pursuant to the RRP was made by the Board of Directors, effective January 13, 2000. On each of April 20, 2001 and 2002, 24,000 shares vested and became directly owned by the reporting person. An additional 48,000 shares, adjusted for the 2-for-1 split, vested on each of April 20, 2003 and 2004. The remaining 48,000 shares will vest and become directly owned by the reporting person on April 20, 2005. Such shares will be held in trust by DB AlexBrown, LLC, as trustee for the RRP, until vesting.

3. Grant to reporting person of options to buy 75,000 shares of common stock was made pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, which was approved by stockholders at the Special Meeting, 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. Previous grant to reporting person of options to buy 25,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan was made by the Board of Directors, effective January 10, 2002. The options awarded to the reporting person were adjusted to reflect a 2-for-1 stock split on June 17, 2002. Options to buy 10,000 shares of common stock vested and became exercisable on each of January 13, 2003, 2004 and 2005. (Footnote 3 continues in footnote 4 below.)

4. Footnote 3 continues: The unvested options will vest and become exercisable in equal installments, at a rate of options to buy 10,000 shares per year, on each of January 13, 2006 and 2007. Previous grant to the reporting person of options to buy 180,000 shares of common stock, pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, was made by the Board of Directors, effective January 13, 2000. Options to buy 36,000 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-one stock split on June 17, 2002. On each of January 13, 2003, 2004 and 2005, options to buy 72, 000 shares of common stock vested and became exercisable.

5. The reporting is due, upon retirement, the equivalent dollar value of 6,965 shares on December 31, 2004 through the Hudson City Savings Bank ESOP Restoration Plan.

6. The shares reported are held in a grantor retained annuity trust for the benefit of the reporting person's children. The reporting person is the grantor, and the reporting person and his son serve as trustees.

Remarks:

	Louis J. Beierle, Attorney-in-Fact	01/26/2005
	** 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.
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