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
                                                                                  
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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)

4/26/2010
(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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   4/26/2010     F    1041   (5) D $13.47   268883   (1) D  
 
Common Stock, par value $0.01 per share                  68946   I   By ESOP  
Common Stock, par value $0.01 per share                  44003   I   By PIB   (3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units   $0   (4) 12/31/2009     A     V 493         (4)   (4) Common Stock   493   $0   987   D  
 
Stock Option (Right to Buy)   $12.76                      (2) 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  
 

Explanation of Responses:
( 1)  All shares reported as directly owned on separate lines of the most recent prior Form 4 have been combined. The reported total includes 12,500 shares of unvested restricted stock awarded under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the "Plan") which will vest in equal installments on each of January 23, 2011 and 2012 subject only to continued employment through the vesting date.
( 2)  Option grant on July 21, 2006 to purchase 150,000 shares of common stock pursuant to the Plan. 90,000 of such options vested and the remaining 60,000 options will vest on July 21, 2011.
( 3)  Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
( 4)  The reporting person is due, upon retirement, the equivalent dollar value of 987 shares at December 31, 2009 through the Hudson City Savings Bank ESOP Restoration Plan.
( 5)  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.

Remarks:
Performance Stock Option grant, on 1/19/10, to purchase 75,000 shares of common stock at $13.12 per share. These options have a 10-yr term ending 1/18/20 and become exercisable on 1/19/13. Performance Stock Option grant, on 1/23/09, to purchase 67,500 shares of common stock at $12.03 per share. These options have a 10-yr term ending 1/22/19 and become exercisable on 1/23/12. Performance Stock Option grant, on 1/25/08, to purchase75,000 shares of common stock at $15.69 per share. These options have a 10-yr. term ending 1/24/18 and become exercisable on 1/25/11. Terms may end earlier than 10 years in certain circumstances. Vesting is tied to satisfaction, by the exercisable dates, then certification of certain corporate performance measures specific to each grant, and continuous service by the reporting person through such dates . Under applicable SEC regulations, these 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
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 4/27/2010
** 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).
** 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 control number.
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