FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *

Nettleton J. Christopher

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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2013 
(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)
Amount (A) or (D) Price
Common Stock, par value $0.01 per share                 59627   D  
 
Common Stock, par value $0.01 per share                 33775   (1) I   By ESOP  
Common Stock, par value $0.01 per share                 17593   (2) I   By PIB   (3)
Common Stock, par value $0.01 per share                 8972   (4) I   By Spouse/ESOP  
Common Stock, par value $0.01 per share                 6454   (5) I   By Spouse/PIB   (6)

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $10.33                 1/13/2005   4/14/2014   Common Stock   128240     128240   D  
 
Stock Option (Right to Buy)   $12.76                 7/21/2009   7/20/2016   Common Stock   100000     100000   D  
 
Stock Option (Right to Buy)   $12.76                 1/20/2009   7/20/2016   Common Stock   50000     50000   D  
 
Stock Option (Right to Buy)   $15.69                 1/25/2011   1/24/2018   Common Stock   50000     50000   D  
 
Stock Option (Right to Buy)   $12.03                 1/24/2012   1/22/2019   Common Stock   45000     45000   D  
 
Stock Option (Right to Buy)   $13.78                 1/26/2010   1/25/2017   Common Stock   45000     45000   D  
 
Stock Option (Right to Buy)   $11.17                 1/13/2006   1/20/2015   Common Stock   32060     32060   D  
 
Stock Option (Right to Buy)   $13.12                 1/29/2013   1/18/2020   Common Stock   25000     25000   D  
 
Deferred Stock Unit   $0   (7)                 (7)   (7) Common Stock   17800     17800   D  
 
Deferred Stock Unit   $0   (8)                 (8)   (8) Common Stock   3105     3105   D  
 

Explanation of Responses:
( 1)  Reflects ESOP allocations and distributions that have occurred since the date of the reporting person's last ownership report.
( 2)  Reflects dividend reinvestments that have occurred within the Employer Stock Fund under the Hudson City Savings Bank Profit Incentive Bonus Plan since the date of the reporting person's last ownership report.
( 3)  Shares held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
( 4)  Reflects ESOP allocations and distributions that have occurred in the reporting person's spouse's account since the date of the reporting person's last ownership report.
( 5)  Reflects dividend reinvestments that have occurred in the reporting person's spouse's account within the Employer Stock Fund under the Hudson City Savings Bank Profit Incentive Bonus Plan since the date of the reporting person's last ownership report.
( 6)  Shares held in the reporting person's spouse's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
( 7)  Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on June 18, 2013 based on satisfaction of certain corporate performance measures, as certified by the Company's Compensation Committee on January 28, 2014. Service conditions on 5,933 of these DSUs were met on January 1, 2014. An additional 5,933 of these DSUs will vest on January 1, 2015 and the remainder will vest on January 1, 2016, assuming continued employment through such dates. 11,125 of these DSUs will be settled on June 18, 2016, and the remainder will be settled on June 18, 2019. Accelerated settlement of vested DSUs may occur in the event of death or disability. Pro-rated, accelerated vesting and settlement may occur in the event of discharge without cause or resignation with good reason following a change in control.
( 8)  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 10,306 shares of common stock which will vest on 3/30/15. Variable Performance Deferred Stock Unit award, on 3/30/12, for 4,805 shares of common stock which will vest on 3/30/15. Performance Stock Option grant, on 3/15/11, to purchase 12,300 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 9,100 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
Director 10% Owner Officer Other
Nettleton J. Christopher
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652


Senior Vice President

Signatures
Veronica A. Olszewski, Attorney-in-fact 2/14/2014
** 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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