Hudson City Bancorp Inc - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* KRANZ JAMES C	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
(Last) (First) (Middle) WEST 80 CENTURY ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 1/29/2008
(Street) PARAMUS, NJ 07652 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	1/29/2008		I		4196	A	$15.86	98881	I	By PIB ⁽⁴⁾
Common Stock, par value $0.01 per share								210306	D
Common Stock, par value $0.01 per share								53985	I	By ESOP
Common Stock, par value $0.01 per share								9618	D ⁽¹⁾
Common Stock, par value $0.01 per share								9618	I	By IRA

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.16							1/13/2001	1/12/2010	Common Stock	192359		192359	D
Stock Option (Right to Buy)	$12.76							⁽³⁾	7/20/2016	Common Stock	150000		150000	D
Stock Option (Right to Buy)	$12.22							⁽²⁾	2/18/2014	Common Stock	128239		128239	D
Phantom Stock Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	4588		4588	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 and 2007, 3,206 shares vested and became directly owned by the reporting person. Such award will vest at a rate of 3,206 shares per year on each of April 20, 2008, 2009 and 2010.
( 2)	Grant to the reporting person of options to buy 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 25,647 options vested and became exercisable on January 13, 2006, 2007 and 2008. Remaining options will vest at a rate of 25,647 shares on January 13, 2009 and 25,651 shares 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. Such options will vest and become exercisable at a rate of 60% on July 21, 2009 with the remaining 40% vesting 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 4,588 shares on December 31, 2006 through the Hudson City Savings Bank ESOP Restoration Plan.

Remarks:
On January 26, 2007 the reporting person received a grant of Performance Stock Options to purchase 67,500 shares of Common Stock, par value $0.01 per share, at a price per share of $13.78. These options have a 10-year term ending January 25, 2017 (or earlier in certain circumstances) and become exercisable on January 26, 2010 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to return on equity and diluted earnings per share have been satisfied. Under applicable SEC regulations, these options are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. On July 21, 2006, the reporting person received a grant of Performance Stock Options to purchase 75,000 shares of Common Stock, par value $0.01 per share, at a price per share of $12.76. These options have a 10 year term ending July 20, 2016 (or earlier in certain circumstances) and become exercisable on December 31, 2008 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to operating efficiency and credit quality have been satisfied. Under applicable SEC regulations these options are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. Exhibit List - Exhibit 24 (Power of Attorney)

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KRANZ JAMES C WEST 80 CENTURY ROAD PARAMUS, NJ 07652			Executive Vice President

Signatures
By: Veronica A. Olszewski, Attorney-in-fact		1/31/2008
^** Signature of Reporting Person		Date

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