- 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: February 28, 2011 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 ^* LEE MICHAEL B	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) 1/22/2010
(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	1/22/2010		F		1904 ⁽⁶⁾	D	$13.12	254218	D
Common Stock, par value $0.01 per share								63161	I	By ESOP
Common Stock, par value $0.01 per share								44003	I	By PIB ⁽⁴⁾
Common Stock, par value $0.01 per share								15706	D ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share								320	I	By Spouse/Son

*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)	$12.76							⁽³⁾	7/20/2016	Common Stock	150000		150000	D
Stock Option (Right to Buy)	$12.22							1/13/2006	2/18/2014	Common Stock	128240		128240	D
Stock Option (Right to Buy)	$12.76							1/20/2009	7/20/2016	Common Stock	75000		75000	D
Stock Option (Right to Buy)	$13.78							1/26/2010	1/25/2017	Common Stock	67500		67500	D
Phantom Stock Units	$0 ⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	494		494	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 3,206 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007, 2008, and 2009. The remaining 3,206 shares will vest and become directly owned by the reporting person on April 20, 2010.
( 2)	On January 23, 2009 the reporting person received an award of Performance Retention Restricted Stock of 18,750 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the "Plan"), which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006. The performance criteria for 2009 have been met and on January 19, 2010, certified. Accordingly, 6,250 shares vested and became directly owned by the reporting person on January 23, 2010. The remaining 12,500 shares will vest and become directly owned by the reporting person at a rate of 6,250 shares on each of January 23, 2011 and 2012.
( 3)	Grant to the reporting person of options to purchase 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. 90,000 of such options vested and became exercisable by the reporting person on July 21, 2009. The remaining 60,000 options will vest and become exercisable by the reporting person 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 494 shares at December 31, 2008 through the Hudson City Savings Bank ESOP Restoration Plan.
( 6)	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 2006 Plan.

Remarks:
On 1/23/09 the reporting person received a grant of Performance Stock Options to purchase 67,500 shares of common stock at a price per share of $12.03. These options have a 10-yr term ending 1/22/19 (or earlier in certain circumstances) & become exercisable provided the reporting person remains in continuous service through such date & certain corp. measures tied to return on equity & diluted earnings per share are satisfied on or prior to 1/23/12. On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 75,000 shares of common stock at a price per share of $15.69. These options have a 10-yr term ending 1/24/18 (or earlier in certain circumstances) & become exercisable on 1/25/11, provided that the reporting person remains in continuous service through such date & certain corp. performance measures tied to return on equity & diluted earnings per share have been satisfied. Under applicable SEC regulations, these option grants are reportable in Table Il 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
LEE MICHAEL B WEST 80 CENTURY ROAD PARAMUS, NJ 07652			Senior Vice President

Signatures
Veronica A. Olszewski, Attorney-in-Fact		1/26/2010
^** 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).
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