- 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: November 30, 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 ^* 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) 1/24/2012
(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								3033178	D
Common Stock, par value $0.01 per share								359150	I	By PIB ⁽²⁾
Common Stock, par value $0.01 per share								223875	I	By Family Trust
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)
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)	$12.03	1/24/2012		A		750000		⁽¹⁾	1/22/2019	Common Stock	750000	$ 0	750000	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 ⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	242376		242376	D
Phantom Stock Units	$ 0 ⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	233690		233690	D

Explanation of Responses:
( 1)	Performance Stock Option grant, on January 23, 2009, to purchase 750,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. The options were to vest on January 23, 2012 based on 1) satisfaction of certain corporate performance measures and 2) approval by the Company's Compensation Committee that the measures were satisfied. The performance criteria have been met and, on January 24, 2012, approved. Accordingly, 750,000 options vested on January 24, 2012.
( 2)	The reporting person holds the shares through the Hudson City Savings Bank's Profit Incentive Bonus Plan.
( 3)	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.
( 4)	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.

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. 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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		1/26/2012
^** 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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