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 Estimated average burden hours per response... 0.5
	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 ^* KRANZ JAMES C	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) Executive 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)
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								277424	D
Common Stock, par value $0.01 per share								98881	I	By PIB ⁽¹⁾
Common Stock, par value $0.01 per share								82832	I	By ESOP
Common Stock, par value $0.01 per share								9618	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)	$13.12	1/29/2013		A		75000		⁽³⁾	1/18/2020	Common Stock	75000	$0	75000	D
Deferred Stock Unit	$0 ⁽⁴⁾	1/29/2013		A		11412		⁽⁴⁾	⁽⁴⁾	Common Stock	11412	$0	11412	D
Phantom Stock Units	$0 ⁽²⁾	12/31/2011		A	V	4452		⁽²⁾	⁽²⁾	Common Stock	4452	$0	25131	D
Stock Option (Right to Buy)	$15.69							1/25/2011	1/24/2018	Common Stock	150000		150000	D
Stock Option (Right to Buy)	$12.76							7/21/2009	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)	$12.03							1/24/2012	1/22/2019	Common Stock	127500		127500	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)	Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
( 2)	The reporting person is due, upon retirement, the equivalent dollar value of 25,131 shares at December 31, 2011 through the Hudson City Savings Bank ESOP Restoration Plan.
( 3)	Performance Stock Option grant, on January 19, 2010 to purchase 150,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. The options were to vest on January 19, 2013 based on 1) satisfaction of certain corporate performance measures and 2) approval by the Company's Compensation Committee that the measures were satisfied. 50 percent of the performance criteria have been met and, on January 29, 2013, approved. Accordingly, 75,000 options vested on January 29, 2013.
( 4)	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 37,884 shares of common stock which will vest on 3/30/15. Performance Stock Option grant, on 3/15/11, to purchase 51,500 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 38,000 shares of common stock which will vest on 3/15/14. Terms may end earlier than 10 years in certain circumstances. Vesting is tied to satisfaction, by the 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 option 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
KRANZ JAMES C WEST 80 CENTURY ROAD PARAMUS, NJ 07652			Executive 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).
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