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 ^* Klarer James A	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) Senior Vice President
(Last) (First) (Middle) WEST 80 CENTURY ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 4/24/2008
(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	4/24/2008		F		2636	D	$18.84	167483 ⁽⁷⁾	D
Common Stock, par value $0.01 per share								42784	I	By PIB ⁽⁶⁾
Common Stock, par value $0.01 per share								31366	I	By ESOP
Common Stock, par value $0.01 per share								17313	D ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share								600	I	By Daughter

*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)	$4.20							1/13/2003	1/9/2012	Common Stock	19236		19236	D
Stock Option (Right to Buy)	$11.17							⁽³⁾	1/20/2015	Common Stock	48090		48090	D
Stock Option (Right to Buy)	$12.22							⁽⁴⁾	2/18/2014	Common Stock	64119		64119	D
Stock Option (Right to Buy)	$12.76							⁽⁵⁾	7/20/2016	Common Stock	150000		150000	D

Explanation of Responses:
( 1)	Award to the reporting person of 10,000 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"), was effective January 21, 2005. 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, 2007 and 2008. Such award will vest at a rate of 6,412 shares per year on each of April 20, 2009 and 2010.
( 2)	Previous award to the reporting person of 3,500 shares of common stock pursuant to the RRP was made by the Board of Directors, effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 2,244 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007 and 2008. Such award will vest at a rate of 2,244 shares on April 20, 2009 and 2,245 shares on April 20, 2010.
( 3)	Grant to the reporting person of options to buy 15,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan ("the Plan") that was approved by stockholders at the Special Meeting was effective January 21, 2005. 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 9,618 options vested and became exercisable on each of January 13, 2006, 2007 and 2008. The remaining options will vest at a rate of 9,618 shares per year on each of January 13, 2009 and 2010.
( 4)	Grant to the reporting person of options to buy 20,000 shares of common stock pursuant to the Plan 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 12,823 options vested and became exercisable on each of January 13, 2006, 2007 and 2008. The remaining award will vest and become exercisable at a rate of 12,823 shares on January 13, 2009 and 12,827 shares on January 13, 2010.
( 5)	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.
( 6)	Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
( 7)	The reported transaction represents shares withheld by the issuer to satisfy payroll withholding obligations of the reporting person upon vesting of common stock pursuant to the Hudson City Bancorp, Inc.'s 2000 RRP.

Remarks:
On 1/25/08, 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 $15.69. These options have a 10-yr term ending 1/24/18 (or earlier in certain circumstances) and become exercisable on 1/25/11, 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. On 1/26/07, 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-yr term ending 1/25/17 (or earlier in certain circumstances) and become exercisable on 1/26/10 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. On 7/21/06, 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-yr term ending 7/20/16 (or earlier in certain circumstances) and become exercisable on 12/31/08 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, all three Performance Stock Option grants are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Klarer James A WEST 80 CENTURY ROAD PARAMUS, NJ 07652			Senior Vice President

Signatures
Veronica A. Olszewski, Attorney-in-Fact		4/28/2008
^** Signature of Reporting Person		Date

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