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

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^*

TASSILLO JOHN M

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2007

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	04/27/2007		F		1,953	D	$13.35	82,203	D⁽⁷⁾⁽⁸⁾
Common Stock, par value $0.01 per share								19,236	D⁽¹⁾
Common Stock, par value $0.01 per share								247,234	I	By GRAT⁽⁵⁾

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)	$4.2							01/13/2003	01/09/2012	Common Stock	8,304		8,304	D
Phantom Stock Units	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	35,219		35,219	D
Stock Option (Right to Buy)	$13.78							⁽⁴⁾	01/26/2017	Common Stock	135,000		135,000	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	240,449		240,449	D

Explanation of Responses:

1. Award to reporting person of 10,000 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 February 19, 2004. 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 each of April 20, 2006 and 2007. Such award will vest at a rate of 6,412 shares per year on each of April 20, 2008, 2009 and 2010.

2. Grant to reporting person of options to buy 75,000 shares of common stock was made pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, which was approved by stockholders at the Special Meeting, 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 48,090 options vested and became exercisable on each of January 13, 2006 and 2007. The remaining options will vest at a rate of 48,090 shares per year on each of January 13, 2008, 2009 and 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. Such options will fully vest and become exercisable on July 21, 2007.

4. Grant to the reporting person of options to buy 135,000 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 January 26, 2007. Such options will fully vest and become exercisable on January 26, 2008.

5. The shares reported are held in a grantor retained annuity trust for the benefit of the reporting person's children. The reporting person is the grantor, and the reporting person and his son serve as trustrees.

6. The reporting person is due, upon retirement, the equivalent dollar value of 35,219 shares at December 31, 2006 through the Hudson City Savings Bank ESOP Restoration Plan.

7. The reported transaction represents shares withheld by the issuer to satisfy payroll tax withholding obligations of the reporting person upon vesting of common stock pursuant to Hudson City Bancorp, Inc.'s 2000 RRP.

8. Since the date of the reporting person's last ownership report, pursuant to the Benefit Maintenance Plan of Hudson City Saving Bank, the reporting person received 53,985 shares of HCBK common stock from the ESOP, which included the December 31, 2006 allocation. 46,896 shares were previously reported as indirectly beneficially owned by the ESOP.

Remarks:

	Louis J. Beierle, Attorney-in-Fact	05/01/2007
	** 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.