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^*

HERMANCE RONALD E JR

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2004

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	02/02/2004		M		14,414	A	$6.9375	422,938	D
Common Stock, par value $0.01 per share	02/02/2004		I		411	A	$38.92	107,071	I	By PIB⁽²⁾
Common Stock, par value $0.01 per share								247,920	D	⁽¹⁾
Common Stock, par value $0.01 per share								3,000	I	By Spouse as Custodian⁽³⁾
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								7,765	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)
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	02/02/2004		M			14,414	⁽⁴⁾⁽⁵⁾	01/13/2010	Common Stock	14,414	$0	751,172	D
Stock Option (Right to Buy)	$10.925							⁽⁴⁾⁽⁵⁾	09/12/2011	Common Stock	137,600		137,600	D
Phantom Stock Units	$0⁽⁶⁾	12/31/2003		A		5,671		⁽⁶⁾	⁽⁶⁾	Common Stock	5,671	$0	19,596	D

Explanation of Responses:

1. Award to reporting person of 6,600 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 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 April 20, 2003, 2,640 shares vested. 2,640 shares will vest on each of April 20, 2004, 2005 and 2006. Previous award to reporting person of 300,000 shares of common stock was made pursuant to the RRP. On each of April 20, 2001 and 2002, 60,000 shares vested and became directly owned by the reporting person. On April 20, 2003, 120,000 shares, adjusted for the stock split, vested. An additional 120,000 shares will vest on each of April 20, 2004 and 2005.

2. The reporting person holds the shares through the Hudson City Savings Bank's Profit Incentive Bonus Plan as of December 31, 2003.

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

4. 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 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 and 2004. The unvested options will vest and become exercisable at a rate of options to buy 34,400 shares per year on each of January 13, 2005 and 2006. Previous grant to the reporting person of options to buy 650,000 shares of common stock was made pursuant to the 2000 Stock Option Plan which was approved by stockholders at the Special Meeting.

5. Footnote 4 continued: 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 and 2004. The 260,000 unvested options options will vest and become exercisable on Janaury 13, 2005.

6. The reporting person is due, upon retirement, the equivalent dollar value of 19,596 shares on December 31, 2003 through the Hudson City Savings Bank ESOP Restoration Plan.

Remarks:

	Louis J. Beierle, Attorney-in-fact	02/02/2004
	** 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.