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 *

FABIANO ANTHONY J
2. Issuer Name and Ticker or Trading Symbol

HUDSON CITY BANCORP INC [ HCBK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President
(Last)          (First)          (Middle)

WEST 80 CENTURY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/30/2015
(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
Common Stock, par value $0.01 per share   3/30/2015     M    20264   (1) A $0   51049   D  
 
Common Stock, par value $0.01 per share   3/30/2015     M    11271   (2) A $0   62320   D  
 
Common Stock, par value $0.01 per share   3/30/2015     F    10518   (3) D $10.47   51802   D  
 
Common Stock, par value $0.01 per share                  38006   I   By ESOP  
Common Stock, par value $0.01 per share                  9670   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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Unit   $0   (6) 3/30/2015     M         20264      (6)   (6) Common Stock   20264   $0   0   D  
 
Deferred Stock Unit   $0   (9) 3/30/2015     M         11271      (9)   (9) Common Stock   11271   $0   11270   D  
 
Deferred Stock Units   $0   (4)                    (4)   (4) Common Stock   51800     51800   D  
 
Deferred Stock Unit   $0   (8)                    (8)   (8) Common Stock   50500     50500   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)   $13.12                    1/29/2013   1/18/2020   Common Stock   37500     37500   D  
 
Stock Option (Right to Buy)   $9.50                    4/28/2014   3/14/2021   Common Stock   17800     17800   D  
 
Phantom Stock Units   $0   (7)                    (7)   (7) Common Stock   7270     7270   D  
 
Deferred Stock Units   $0   (5)                    (5)   (5) Common Stock   6550     6550   D  
 

Explanation of Responses:
( 1)  Issued pursuant to the Variable Deferred Stock Units (DSUs) Award granted on March 30, 2012. All performance measures were previously certified by the Company's Compensation Committee. These DSUs vested and settled on March 30, 2015 based on continued employment through such date.
( 2)  Issued pursuant to the Deferred Stock Units (DSUs) Award granted on March 30, 2012. All performance measures were previously certified by the Company's Compensation Committee. 22,541 DSUs vested on March 30, 2015. 11,271 of these DSUs settled on March 30, 2015 based on continued service through such date.
( 3)  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.
( 4)  Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on June 18, 2013. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through a specified date. Accordingly, vesting occurred for 34,532 of these DSUs as the service condition was met by continued service through January 1, 2014 and January 1, 2015. The remainder of these DSUs will vest on January 1, 2016, assuming continued employment through this date. 32,374 of these DSUs will be settled on June 18, 2016, and the remainder of these DSUs will be settled on June 18, 2019. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.
( 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 Variable Deferred Stock Units (DSUs) Award granted on March 30, 2012. All performance measures were previously certified by the Company's Compensation Committee. All such Variable DSUs vested and settled on March 30, 2015 based on continued employment through such date.
( 7)  The reporting person is due, upon retirement, the equivalent dollar value of 7,270 shares of HCBK common stock as of December 31, 2014 through the Supplemental ESOP Benefit under the Benefit Maintenance Plan of Hudson City Savings Bank.
( 8)  Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 29, 2014. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 27, 2015 and 2) continued service through a specified date. Accordingly, vesting occurred for 16,833 of these DSUs as the service condition was met by continued service through January 1, 2015. An additional 16,833 of these DSUs will vest upon continued service through January 1, 2016. The remainder of these DSUs will vest on January 1, 2017, assuming continued employment through this date. 31,561 of these DSUs will be settled on March 29, 2017, and the remainder of these DSUs will be settled on March 29, 2020. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.
( 9)  Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 30, 2012. These DSUs vested upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 27, 2015 and 2) continued service through March 30, 2015. 11,271 of these DSUs settled on March 30, 2015, and the remainder will be settled on March 30, 2018. Pro-rated, accelerated vesting may occur in the event of death, disability or retirement. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.

Remarks:
Performance Deferred Stock Unit award, on 1/27/15, for 37,800 shares of common stock which will vest on 1/1/16. 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 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
Director 10% Owner Officer Other
FABIANO ANTHONY J
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652
X
President

Signatures
Veronica A. Olszewski, Attorney-in-Fact 4/1/2015
** 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).
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