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* HERMANCE RONALD E JR (Last) (First) (Middle) WEST 80 CENTURY ROAD (Street) PARAMUS NJ 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) Chairman, President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/27/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	01/27/2005		M		14,414	A	$6.9375	559,992	D
Common Stock, par value $0.01 per share	05/26/2004		G	V	517,921	D	$0	42,071	D(8)
Common Stock, par value $0.01 per share	05/26/2004		G	V	517,921	A	$0	517,921	I	BY GRAT(8)
Common Stock, par value $0.01 per share								155,280	D(1)(2)
Common Stock, par value $0.01 per share								107,071	I	By PIB(3)
Common Stock, par value $0.01 per share								3,000	I	By Spouse as Custodian(4)
Common Stock, par value $0.01 per share								3,000	I	By Son
Common Stock, par value $0.01 per share								9,000	I	By Spouse
Common Stock, par value $0.01 per share								10,096	I	By ESOP
Common Stock, par value $0.01 per share								940	I	By IRA

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$6.9375	01/27/2005		M			14,414	(5)(6)	01/13/2010	Common Stock	14,414	$0	736,758	D
Phantom Stock Units	$0(7)	12/31/2004		A		5,018		(7)	(7)	Common Stock	5,018	$0	24,614	D
Stock Option (Right to Buy)	$39.2							(5)(6)	02/18/2014	Common Stock	200,000		200,000	D
Stock Option (Right to Buy)	$10.925							(5)(6)	09/12/2011	Common Stock	137,600		137,600	D

Explanation of Responses:

1. Award to reporting person of 30,000 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 6,600 shares of common stock was made pursuant to the RRP, effective September 13, 2001. On April 20, 2002, 1,320 shares vested and became directly owned by the reporting person. The shares awarded were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and on each of April 20, 2003 and 2004, 2,640 shares vested and became directly owned by the reporting person. 2,640 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 300,000 shares of common stock was made pursuant to the RRP, effective January 13, 2000. On each of April 20, 2001 and 2002, 60,000 shares vested and became directly owned by the reporting person. On each of April 20, 2003 and 2004, 120,000 shares, adjusted for the 2-for-1 stock split, vested and became directly owned by the reporting person. The remaining 120,000 unvested shares will vest on April 20, 2005.

3. The reporting person holds the shares through the Hudson City Savings Bank's Profit Incentive Bonus Plan as of December 31, 2004.

4. The spouse of the reporting person holds the shares listed for a minor child under the New Jersey Uniform Transfer to Minors Act.

5. Grant to reporting person of options to buy 200,000 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 reporting person of options to buy 86,000 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 September 13, 2001. Options to buy 17,200 shares vested and became exercisable on January 13, 2002. The options awarded were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and options to buy 34,400 shares of common stock vested and became exercisable on each of January 13, 2003, 2004 and 2005. (Footnote 5 continues in footnote 6 below.)

6. Footnote 5 continues: The 34,400 unvested options will vest and become exercisable on January 13, 2006. Previous grant to reporting person of options to buy 650,000 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 130,000 shares of common stock vested and became exercisable on each of January 13, 2001 and 2002. Adjusted for the 2-for-1 stock split, 260,000 options vested and became exercisable on each of Janaury 13, 2003, 2004 and 2005.

7. The reporting person is due, upon retirement, the equivalent dollar value of 24,614 shares on December 31, 2004 through the Hudson City Savings Bank ESOP Restoration Plan.

8. Since the reporting person's last report, the shares reported were contributed to a grantor retained annuity trust on May 26, 2004 that was established for the benefit of the reporting person's spouse and children. The reporting person is the grantor and the reporting person's spouse serves as the trustee.

Remarks:

	Louis J. Beierle, Attorney-in-fact	01/27/2005
	** 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).
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