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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Daly Michael
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)

1/29/2013
(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

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
Deferred Stock Unit   $0   (1) 1/29/2013     A      1617         (1)   (1) Common Stock   1617   $0   1617   D  
 

Explanation of Responses:
( 1)  Represents the number of shares issuable upon future settlement of Variable Deferred Stock Units granted on March 30, 2012 based on the Company's return on equity for 2012, as certified by the Compensation Committee of the Board of Directors on January 29, 2013. Such Variable Deferred Stock Units will vest and settle on March 30, 2015 assuming continued employment through such date. Pro-rated, accelerated vesting and settlement may occur in the event of death, disability, retirement. Accelerated vesting and settlement may also occur in the event of discharge without cause or resignation with good reason following a change in control.

Remarks:
Performance Deferred Stock Unit award, on 3/30/12, for 16,112 shares of common stock which will vest on 3/30/15. Vesting is tied to satisfaction, by the exercisable date, and approval by the Company's Compensation Committee, of certain corporate performance measures, and continuous service by the reporting person through such dates. Under applicable SEC regulations, this award is 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
Daly Michael
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652


Senior Vice President

Signatures
Veronica A. Olszewski, Attorney-in-Fact 1/31/2013
** 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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