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 *

AZZARA MICHAEL W 		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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

2/17/2012
(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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   2/17/2012     M    229720   A $5.53   382918   D  
 
Common Stock, par value $0.01 per share   2/17/2012     S    229720   (4) D $7.02   (3) 153198   D  
 

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
Stock Option (Right to Buy)   $5.53   2/17/2012     M         229720    1/13/2003   4/15/2012   Common Stock   229720   $ 0   0   D  
 
Stock Option (Right to Buy)   $13.47                    4/26/2011   4/25/2020   Common Stock   50000     50000   D  
 
Stock Option (Right to Buy)   $12.81                    4/24/2010   4/23/2019   Common Stock   50000     50000   D  
 
Stock Option (Right to Buy)   $18.84                    4/24/2009   4/23/2018   Common Stock   50000     50000   D  
 
Stock Option (Right to Buy)   $13.35                    4/27/2008   4/26/2017   Common Stock   50000     50000   D  
 
Stock Option (Right to Buy)   $12.76                    7/21/2007   7/20/2016   Common Stock   50000     50000   D  
 
Stock Option (Right to Buy)   $9.5                      (1) 4/24/2021   Common Stock   22917     22917   D  
 
Phantom Stock Units   $ 0   (2)                    (2)   (2) Common Stock   5790     5790   D  
 

Explanation of Responses:
( 1)  Option grant on April 25, 2011 to purchase 22,917 shares of common stock at $9.50 per share pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan (the "Plan"). Such options will vest on April 25, 2012.
( 2)  Award on April 25, 2011, pursuant to the Plan. The units will vest on April 25, 2012 based on continued service through such date. Vested units will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has also been granted dividend equivalent rights, for both vested and unvested units, payable in cash if, as and when dividends are declared and paid on common stock.
( 3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.04, inclusive. The reporting person undertakes to provide to Hudson City Bancorp, Inc., any security holder of Hudson City Bancorp, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 of this Form 4.
( 4)  The shares sold were acquired through the exercise of stock options. All of these options expire in April 2012 and, therefore, must be exercised or forfeited within the next 2 months.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AZZARA MICHAEL W
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652 		X



Signatures
Veronica A. Olszewski, Attorney-in-fact 2/22/2012
** 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).
** 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.
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