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^*

QUEST DONALD O

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2004

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	11/08/2004		M		10,000	A	$6.9375	54,000	D
Common Stock, par value $0.01 per share	11/08/2004		S		10,000	D	$37.1728	44,000	D
Common Stock, par value $0.01 per share								4,714	I	By LP⁽³⁾
Common Stock, par value $0.01 per share								22,000	D⁽¹⁾
Common Stock, par value $0.01 per share								61,000	I	By Spouse
Common Stock, par value $0.01 per share								24,000	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	11/08/2004		M			10,000	⁽²⁾	01/13/2010	Common Stock	10,000	$0	47,000	D
Stock Option (Right to Buy)	$6.9375							⁽²⁾	01/13/2010	Common Stock	41,000		41,000	I	By LP⁽³⁾

Explanation of Responses:

1. Award to reporting person of 55,000 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"). On each of April 20, 2001 and 2002, 11,000 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. On each of April 20, 2003 and 2004, 22,000 shares vested and became directly owned by the reporting person. The remaining 22,000 shares will vest on April 20, 2005.

2. Grant to the reporting person of options to buy 100,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Plan that was approved by stockholders. Options to buy 20,000 shares of common stock vested and became exercisable on each of January 13, 2001 and 2002. The options awarded to the reporting were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and 40,000 options vested and became exercisable on each of January 13, 2003 and 2004. The 40,000 unvested options will vest and become exercisable on January 13, 2005.

3. The shares of common stock and the common stock options listed are held by a limited partnership ("LP") of which a limited liability company ("LLC") is the general partner. The reporting person is the Manager of the LLC. The only partners in the partnership are the reporting person and the LLC, the sole member of which is a trust for the benefit of the reporting person's wife and their descendants.

Remarks:

	Louis J. Beierle, Attorney-in-fact	11/08/2004
	** 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.
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