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^*

Brydon Thomas W

(Last)

(First)

(Middle)

W. 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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2006

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)
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	05/02/2006		M		10,000	A	$2.16	106,445	D
Common Stock, par value $0.01	05/02/2006		S		10,000	D	$13.49	96,445	D
Common Stock, par value $0.01								34,625	D⁽¹⁾⁽²⁾
Common Stock, par value $0.01								60,251	I	By PIB⁽³⁾
Common Stock, par value $0.01								36,298	I	By ESOP
Common Stock, par value $0.01								800	I	By Son
Common Stock, par value $0.01								315	I	By Spouse

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)
Stk Optn (Right to Buy)	$2.16	05/02/2006		M			10,000	01/13/2001	01/13/2010	Common Stock	10,000	$0	79,768	D
Stk Optn (Right to Buy)	$11.17							⁽⁴⁾⁽⁵⁾	01/21/2015	Common Stock	48,090		48,090	D
Stk Optn (Right to Buy)	$12.22							⁽⁴⁾⁽⁵⁾	02/18/2014	Common Stock	64,119		64,119	D

Explanation of Responses:

1. Grant 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 and 6,412 shares vested and became directly owned by the reporting person on April 20, 2006. Such award will vest at a rate of 6,412 shares per year on each of April 20, 2007, 2008, 2009 and 2010. (Footnote 1 continues in Footnote 2)

2. 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 and 2,244 shares vested and became directly owned by the reporting person on April 20, 2006. Such award will vest at a rate of 2,244 shares per year on each of April 20, 2007, 2008, 2009 and 2010.

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

4. 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 ("Plan") that was approved by stockholders at the Special Meeting was effective January 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. Remaining options will vest at a rate of 9,618 shares per year on each of January 13, 2007, 2008, 2009 and 2010. (Footnote 4 continues in Footnote 5)

5. Previous award 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 12,823 options vested and became exercisable on January 13, 2006. Remaining options will vest at a rate of 12,823 shares per year, on each of January 13, 2007, 2008, 2009 and 2010.

Remarks:

	Thomas W. Brydon	05/04/2006
	** 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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