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 ^* Dedrick Tracey A	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) 4/28/2014
(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								7936	I	ESOP
Common Stock, par value $0.01 per share								1358	I	By PIB ⁽¹⁾

*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)	$8.33	4/28/2014		A		51813		⁽²⁾	⁽²⁾	Common Stock	51813	$0	51813	D
Deferred Stock Units	$0 ⁽³⁾	4/28/2014		A		51800		⁽³⁾	⁽³⁾	Common Stock	51800	$0	51800	D
Deferred Stock Units	$0 ⁽⁴⁾	4/28/2014		A		36100		⁽⁴⁾	⁽⁴⁾	Common Stock	36100	$0	36100	D
Deferred Stock Units	$0 ⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	9054		9054	D
Phantom Stock Units	$0 ⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	2264		2264	D

Explanation of Responses:
( 1)	The shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
( 2)	Performance stock option grant on July 22, 2011, to purchase 51,813 shares of common stock pursuant to the Hudson City Bancorp, Inc. Amended & Restated 2011 Stock Incentive Plan. The Compensation Committee certified attainment of performance goals for these options on April 28, 2014, but they remain subject to the reporting person's continued service through July 22, 2014. Accelerated vesting may occur in the event of death or disability, or in the event of discharge without cause or resignation with good reason following a change in control.
( 3)	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 April 28, 2014. Service conditions on 17,266 of these DSUs were met on January 1, 2014. An additional 17,266 of these DSUs will vest on January 1, 2015 and the remainder will vest on January 1, 2016, assuming continued employment through such dates. 32,374 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.
( 4)	Represents the number of shares issuable upon future settlement and vesting of Deferred Stock Units granted on July 22, 2011. The Compensation Committee certified attainment of performance goals for these DSUs on April 28, 2014, but they remain subject to the reporting person's continued service through July 22, 2014. If vested, 18,050 of these DSUs will settle on July 22, 2014 and the remainder will be settled on July 22, 2017. Accelerated vesting may occur in the event of death, disability or retirement, or in the event of discharge without cause or resignation with good reason following a change in control. Accelerated settlement of vested DSUs may occur in the event of death or disability, or in connection with a change in control.
( 5)	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.
( 6)	The reporting person is due, upon retirement, the equivalent dollar value of 2,264 shares of HCBK common stock as of December 31, 2013 through the Supplemental ESOP Benefit under the Benefit Maintenance Plan of Hudson City Savings Bank.

Remarks:
Performance Deferred Stock Unit award, on 3/30/12, for 30,055 shares of common stock which will vest of 3/30/15. Vesting is tied to satisfaction, by the vesting dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each award, and continuous sevice by the reporting person through such dates. Under applicable SEC regulations, these 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
Dedrick Tracey A WEST 80 CENTURY ROAD PARAMUS, NJ 07652			Executive Vice President

Signatures
Veronica A. Olszewski, Attorney-in-Fact		4/30/2014
^** Signature of Reporting Person		Date

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