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 ^* Schlesinger Steven M	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) 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	4/28/2014		A		6750 ⁽¹⁾	A	$0	212565	D
Common Stock, par value $0.01 per share	4/28/2014		F		2252 ⁽²⁾	D	$9.89	210313	D
Common Stock, par value $0.01 per share								63089	I	By ESOP
Common Stock, par value $0.01 per share								12340	I	By PIB ⁽³⁾

*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)	$9.50	4/28/2014		A		18400		⁽⁴⁾	3/14/2021	Common Stock	18400	$0	18400	D
Deferred Stock Unit	$0 ⁽⁵⁾	4/28/2014		A		6750		⁽⁵⁾	⁽⁵⁾	Common Stock	6750	$0	6750	D
Stock Option (Right to Buy)	$12.76							7/21/2009	7/20/2016	Common Stock	100000		100000	D
Stock Option (Right to Buy)	$12.03							1/24/2012	1/22/2019	Common Stock	67500		67500	D
Stock Option (Right to Buy)	$12.22							1/13/2006	2/18/2014	Common Stock	64120		64120	D
Stock Option (Right to Buy)	$15.69							1/25/2011	1/24/2018	Common Stock	50000		50000	D
Stock Option (Right to Buy)	$12.76							1/20/2009	7/20/2016	Common Stock	50000		50000	D
Stock Option (Right to Buy)	$13.78							1/26/2010	1/25/2017	Common Stock	45000		45000	D
Stock Option (Right to Buy)	$13.12							1/29/2013	1/18/2020	Common Stock	37500		37500	D
Deferred Stock Units	$0 ⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	21400		21400	D
Deferred Stock Units	$0 ⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	3738		3738	D

Explanation of Responses:
( 1)	Issued pursuant to Deferred Stock Unit Awards granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014.
( 2)	Represents shares withheld at the direction of the Company's Compensation Committee to satisfy payroll tax withholding obligations with respect to the settlement of DSU awards.
( 3)	Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
( 4)	Performance stock option grant on March 15, 2011, to purchase 18,400 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. These options vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014.
( 5)	Represents the number of shares issuable upon future settlement of Deferred Stock Units granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014. These DSUs will be settled on March 15, 2017. Accelerated settlement of vested DSUs may occur in the event of death or disability, or in connection with a change in control.
( 6)	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 7,133 of these DSUs were met on January 1, 2014. An additional 7,133 of these DSUs will vest on January 1, 2015 and the remainder will vest on January 1, 2016, assuming continued employment through such dates. 13,375 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.
( 7)	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 12,407 shares of common stock which will vest on 3/30/15. Variable Performance Deferred Stock Unit award, on 3/30/12, for 5,785 shares of common stock which will vest on 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 grant award, and continuous service 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
Schlesinger Steven M WEST 80 CENTURY ROAD PARAMUS, NJ 07652			Senior Vice President

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

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