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* Klarer James A (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) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 01/24/2006
	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	01/24/2006		M		10,000	A	$2.16	106,687(1)	D
Common Stock, par value $0.01	01/24/2006		S		10,000	D	$12.27	96,687(1)	D
Common Stock, par value $0.01								600	I	By Daughter
Common Stock, par value $0.01								41,089(1)	I	By PIB(4)
Common Stock, par value $0.01								46,999(1)	D(2)(3)
Common Stock, par value $0.01								17,545(1)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stk Optn(Right to Buy)(1)	$2.16	01/24/2006		M			10,000	01/13/2001	01/13/2010	Common Stk	10,000	$0	70,150(1)	D
Stk Optn(Right to Buy)(1)	$4.2							(5)(6)(7)	01/10/2012	Common Stk	19,236		19,236(1)	D
Stk Optn(Right to Buy)(1)	$11.17							(5)(6)(7)	01/21/2015	Common Stk	48,090		48,090(1)	D
Stk Optn(Right to Buy)(1)	$12.22							(5)(6)(7)	02/19/2014	Common stk	64,119		64,119(1)	D

Explanation of Responses:

1. On June 7, 2005, the common stock of Hudson City Bancorp, Inc. split 3.206-for-1, resulting in the reporting person's acquisition of 2.206 additional shares of common stock for each share owned as of June 6, 2005 less fractional shares cashed-out. The number of shares and stock options reported have been adjusted to reflect the 3.206-for-1 stock split.

2. Award to the reporting person of 10,000 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"), was effective January 21, 2005. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005. Such award will vest 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 3,500 shares of common stock pursuant to the RRP was made by the Board of Directors, effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005. Such award will vest at a rate of 20% per year on each of April 20, 2006, 2007, 2008, 2009 and 2010. (Footnote 2 continues in Footnote 3.)

3. Previous award to the reporting person of 2,900 shares of common stock pursuant to the RRP was made by the Board of Directors, effective Janaury 10, 2002. On April 20, 2002, 580 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, 2004 and 2005, 1,160 shares vested and became directly owned by the reporting person. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 3,718 shares will vest on April 20, 2006.

4. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan at December 31, 2005.

5. Grant to the reporting person of options to buy 15,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan ("the Plan") that was approved by stockholders at the Special Meeting was effective Janaury 21, 2005. 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 9,618 options vested and became exercisable on January 13, 2006. The remaining options will vest at a rate of 20% per year on each of January 13, 2007, 2008, 2009 and 2010. (Footnote 5 continues in Footnote 6)

6. Previous grant to the reporting person of options to buy 20,000 shares of common stock pursuant to the Plan was made by the Board of Directors, 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 12,824 options vested and became exercisable on January 13, 2006. The remaining award will vest and become exercisable at a rate of 20% per year on each of January 13, 2007, 2008, 2009 and 2010. (Footnote 6 continues in Footnote 7)

7. Previous grant to the reporting person of options to buy 5,000 shares of common stock pursuant to the Plan was made by the Board of Directors, effective January 10, 2002.The 5,000 options awarded to the reporting person were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and 2,000 options vested and became exercisable on each of January 13, 2003, 2004 and 2005. The remaining unvested options were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 6,412 options vested and became exercisable on January 13, 2006. The remaining 6,412 options will vest and become exercisable on January 13, 2007.

Remarks:

	James A, Klarer	01/26/2006
	** 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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