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* KRANZ JAMES C (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) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 07/24/2009
	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	07/24/2009		M		179,859	A	$2.16	409,077	D
Common Stock, par value $0.01 per share	07/24/2009		S		179,859(7)	D	$13.72(6)	229,218	D
Common Stock, par value $0.01 per share								98,881	I	By PIB(4)
Common Stock, par value $0.01 per share								66,616	I	By ESOP
Common Stock, par value $0.01 per share								9,618	I	By IRA
Common Stock, par value $0.01 per share								3,206	D(1)

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)	$2.16	07/24/2009		M			179,859	01/13/2001	01/12/2010	Common Stock	179,859	$0	0	D
Phantom Stock Units	$0(5)	12/31/2008		A	V	4,121		(5)	(5)	Common Stock	4,121	$0	12,259	D
Stock Option (Right to Buy)	$12.76							(3)	07/20/2016	Common Stock	150,000		150,000	D
Stock Option (Right to Buy)	$12.22							(2)	02/18/2014	Common Stock	128,240		128,240	D
Stock Option (Right to Buy)	$12.76							01/20/2009	07/20/2016	Common Stock	75,000		75,000	D

Explanation of Responses:

1. Award to the reporting person of 5,000 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. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and on April 20, 2006, 2007, 2008, and 2009 3,206 shares vested and became directly owned by the reporting person. The remaining 3,206 shares will vest on April 20, 2010.

2. Grant to the reporting person of options to purchase 40,000 shares of common stock, pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan that was approved by stockholders at the Special Meeting, was 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 25,648 options vested and became exercisable on January 13, 2006, 2007, 2008 and 2009. The remaining 25,648 options will vest and become exercisable on January 13, 2010.

3. Grant to the reporting person of options to buy 150,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan, which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006, was effective July 21, 2006. 60% of such options vested and became exercisable on July 21, 2009. The remaining 40% will vest and become exercisable on July 21, 2011.

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

5. The reporting person is due, upon retirement, the equivalent dollar value of 12,259 shares on December 31, 2008 through the Hudson City Savings Bank ESOP Restoration Plan.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.65 to $13.7505, inclusive. The reporting person undertakes to provide to Hudson City Bancorp, Inc., any security holder of Hudson City Bancorp, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 6 of this Form 4.

7. The shares sold were acquired through the exercise of stock options. All of these options expire in January 2010 and, therefore, must be exercised or forfeited within the next 6 months.

Remarks:

On 1/23/09 the reporting person received a grant of Performance Stock Options to purchase 127,500 shares of common stock at a price per share of $12.03. These options have a 10-yr term ending 1/22/19 (or earlier in certain circumstances) & become exercisable provided the reporting person remains in continuous service through such date & certain corp. measures tied to return on equity & diluted earnings per share are satisfied on or prior to 1/23/12. On 1/23/09 the reporting person received a Performance Retention Restricted Stock award of 45,000 shares of common stock. These shares will vest on 1/23/12 provided certain corp. performance measures tied to operating efficiency during the 2009 fiscal yr have been met. On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 150,000 shares of common stock at a price per share of $15.69. These options have a 10-yr term ending 1/24/18 (or earlier in certain circumstances) & become exercisable on 1/25/11, provided the reporting person remains in continuous service through such date & certain corp. performance measures tied to return on equity & diluted earnings per share have been satisfied. On 1/26/07, the reporting person received a grant of Performance Stock Options to purchase 67,500 shares of common stock at a price per share of $13.78. These options have a 10-yr term ending 1/25/17 (or earlier in certain circumstances) & become exercisable on 1/26/10 provided that the reporting person remains in continuous service through such date & certain corp. performance measures tied to return on equity & diluted earnings per share have been satisfied. Under applicable SEC regulations, this stock award & these option grants are reportable in Tables I & Il of Form 4, respectively, only if and when the performance conditions have been satisfied.

	Veronica A. Olszewski, Attorney-in-fact	07/28/2009
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.