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 *

HERMANCE RONALD E JR
2. Issuer Name and Ticker or Trading Symbol

HUDSON CITY BANCORP INC [ HCBK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

WEST 80 CENTURY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

10/28/2011
(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   8/31/2011     G   V 223875   (7) D $ 0   0   (6) I   By GRAT   (2)
Common Stock, par value $0.01 per share   8/31/2011     G   V 223875   (7) A $ 0   223875   I   By Family Trust  
Common Stock, par value $0.01 per share                  3033178   (1) (6) D  
 
Common Stock, par value $0.01 per share                  359150   I   By PIB   (3)
Common Stock, par value $0.01 per share                  77917   I   By ESOP  
Common Stock, par value $0.01 per share                  28854   I   By Spouse  
Common Stock, par value $0.01 per share                  3013   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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units   $ 0   (5) 10/28/2011     A      27027         (5)   (5) Common Stock   27027   $6.29   233690   D  
 
Stock Option (Right to Buy)   $15.69                    1/25/2011   1/24/2018   Common Stock   1250000     1250000   D  
 
Stock Option (Right to Buy)   $12.76                    1/20/2009   7/20/2016   Common Stock   1250000     1250000   D  
 
Stock Option (Right to Buy)   $13.78                    1/26/2010   1/25/2017   Common Stock   1125000     1125000   D  
 
Stock Option (Right to Buy)   $12.76                    7/21/2009   7/20/2016   Common Stock   1000000     1000000   D  
 
Stock Option (Right to Buy)   $12.22                    1/13/2006   2/18/2014   Common Stock   566651     566651   D  
 
Phantom Stock Units   $ 0   (4)                    (4)   (4) Common Stock   242376     242376   D  
 

Explanation of Responses:
( 1)  The reported total includes 120,000 shares of unvested restricted stock awarded under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the "Plan"), which will vest on January 23, 2012 subject only to continued employment through the vesting date.
( 2)  The shares reported are held in a grantor retained annuity trust for the benefit of the reporting person's spouse and children. The reporting person is the grantor and his spouse serves as trustee.
( 3)  The reporting person holds the shares through the Hudson City Savings Bank's Profit Incentive Bonus Plan.
( 4)  The reporting person is due, upon retirement, the equivalent dollar value of 242,376 shares at December 31, 2010 through the Hudson City Savings Bank ESOP Restoration Plan.
( 5)  Phantom Stock acquired pursuant to prior election under the Hudson City Savings Bank Supplementary Savings Plan and the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan, payable only in shares of Hudson City Bancorp, Inc. common stock at a specified date after the reporting person terminates all services with Hudson City and its affiliated companies, unless another date of payment is provided under the terms of the Plans.
( 6)  Since the reporting person's last report, 593,414 shares previously reported as indirectly beneficially owned by the GRAT were transferred to directly beneficially owned.
( 7)  Upon termination of the previously reported GRAT on August 31, 2011, 223,875 shares were transferred to a family trust for the benefit of the reporting person's spouse and children, his spouse serves as trustee.

Remarks:
Performance Stock Option grant, on 3/15/11, to purchase 437,500 shares of common stock at $9.50 per share. These options have a 10-yr term ending 3/14/21 and become exercisable on 3/15/14. Performance Deferred Stock Unit award, on 3/15/11, for 322,600 shares of common stock which will vest on 3/15/14. Performance Stock Option grant, on 1/19/10, to purchase 1,250,000 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 750,000 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. Terms may end earlier than 10 years in certain circumstances. Vesting is tied to satisfaction, by exercisable dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each grant and award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these grants and awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. The reporting person no longer has a reportable beneficial interest in 19,118 shares of Hudson City Bancorp, Inc. common stock owned by his son that were included in the reporting persons prior ownership reports.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HERMANCE RONALD E JR
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652
X
Chairman & CEO

Signatures
Veronica A. Olszewski, Attorney-in-fact 11/1/2011
** 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).
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