As filed with the Securities and Exchange Commission on May 21, 1999    
                                                                REGISTRATION NO.
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                            HUDSON CITY BANCORP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                                    06-1497903
      (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
             INCORPORATION OR                            IDENTIFICATION NO.)
               ORGANIZATION)
                              WEST 80 CENTURY ROAD
                            PARAMUS, NEW JERSEY 07652
                                 (201) 967-1900
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

                           PROFIT INCENTIVE BONUS PLAN
                           OF HUDSON CITY SAVINGS BANK
                            (FULL TITLE OF THE PLAN)
                                 ---------------

                               Leonard S. Gudelski
                Chairman of the Board and Chief Executive Officer
                            Hudson City Bancorp, Inc.
                              West 80 Century Road
                            Paramus, New Jersey 07652
                                 (201) 967-1900

                                    Copy to:

                             W. Edward Bright, Esq.
                             Thacher Proffitt & Wood
                       Two World Trade Center - 38th Floor
                            New York, New York 10048
                                 (212) 912-7400
        (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA
                           CODE, OF AGENT FOR SERVICE)
                                 ---------------

<TABLE>
<CAPTION>
                                                      CALCULATION OF REGISTRATION FEE

                                       Amount to be Registered(1) Proposed Maximum Offering     Proposed Maximum        Amount of
Title of Securities to be Registered                                Price Per Share (2)    Aggregate Offering Price Registration Fee
                                                                                                      (2)
<S>                                    <C>                           <C>                     <C>                    <C>   
    Common Stock, $.01 par value            2,000,000 shares              $10.00                  $20,000,000            $5,560
   Plan Participation Interests(3)                --                        --                        --                  --
====================================================================================================================================
</TABLE>

(1)      Based on the estimated number of shares of common stock of Hudson City
         Bancorp, Inc. ("Hudson") under the Profit Incentive Bonus Plan of
         Hudson City Savings Bank (the "Plan") with the current assets of the
         Plan and the projected contributions to the Plan through December
         1, 2002.

(2)      Estimated solely for purpose of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, as amended
         (the "Securities Act"), pursuant to which shares of common stock of
         Hudson offered pursuant to the Plan are deemed to be offered at $10
         per share, the price at which shares of Hudson common stock are being
         offered to the public pursuant to the Registration Statement on Form
         S-1, as amended (Registration No. 333-74383).

(3)      In addition, pursuant to Rule 416(c) under the Securities Act, this
         registration statement also covers an indeterminate amount of interests
         to be offered pursuant to the employee benefit plan described herein.

--------------------------------------------------------------------------------




<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

                  Not required to be filed with the Securities and Exchange
Commission (the "Commission").


ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  Not required to be filed with the Commission.


                  Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").


                                     PART II

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents and information heretofore filed with
the Commission by the Registrant (File No. 333-74383) are incorporated by
reference in this registration statement:

         (1)      the Prospectus for Common Stock of Hudson City Bancorp, Inc.
                  dated May 14, 1999, which was filed with the Commission
                  pursuant to Rule 424(b) under the Securities Act
                  (Registration No. 333-74383); and

         (2)      the description of the Registrant's common stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A dated May 7, 1999, Registration No. 0-23896.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated herein by
reference, and such documents shall be deemed to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated





<PAGE>


                                       -2-

by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

                  Hudson City Bancorp, Inc. will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Written requests should be directed to:
Douglas C. Yingling, Hudson City Bancorp, Inc., West 80 Century Road, Paramus,
NJ 07552. Telephone requests may be directed to (201) 967-0332 ext. 1233.


ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not Applicable.


ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.


ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law "DGCL")
inter alia, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding (other than an action by or in the right of
the corporation ) by reason of the fact such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized





<PAGE>


                                       -3-

in each specific case upon a determination by the shareholders or disinterested
directors or by independent legal counsel in a written opinion that
indemnification is proper because indemnitee has met the applicable standard of
conduct.

                  Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

                  Article IX of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director of officer of the Company, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.

                  Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors and officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.

                  The Company intends to enter into an Employment Agreement with
each of Leonard S. Gudelski, Ronald E. Hermance, Jr. and John M. Tassillo
pursuant to which it would undertake contractually to provide indemnification
and insurance coverage in the manner described above.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.



<PAGE>


                                       -4-


ITEM 8.           EXHIBITS.

                  4.1      The Profit Incentive Bonus Plan of Hudson City
                           Savings Bank, restated as of October 1, 1989, and as
                           amended through March 11, 1999, incorporated by
                           reference to Exhibit 10.2 to the Registrant's
                           Registration Statement on Form S-1, dated March 15,
                           1999, as amended, Registration No. 333- 74383, and
                           any amendments thereto.
                  4.2      Trust Agreement by and between Hudson City Savings
                           Bank and Bankers Trust Company made as of January 1,
                           1976 for the Profit Incentive Bonus Plan of Hudson 
                           City Savings Bank.
                  4.3      Amendment adopted November 14, 1985 to Trust
                           Agreement dated January 1, 1976 by and between Hudson
                           City Savings Bank and Bankers Trust Company.
                  4.4      Certificate of Incorporation of Hudson City Bancorp
                           Inc., incorporated by reference to Exhibit 3.16, the
                           Registrant's Registration Statement on Form S-1,
                           dated March 15, 1999, as amended, Registration No.
                           333-74383, and any amendments thereto.
                  4.5      By-Laws of Hudson City Bancorp, Inc., incorporated by
                           reference to the Registrant's Registration Statement
                           on Form S-1, dated March 15, 1999, as amended,
                           Registration No. 333-74383, and any amendments
                           thereto.
                  5        Opinion of Thacher Proffitt & Wood, counsel for
                           Registrant, as to the legality of the securities
                           being registered, incorporated by reference to
                           Exhibit 5.1 to the Registrant's Registration
                           Statement on Form S-1, dated March 15, 1999, as
                           amended, Registration No. 333-74383, and any
                           amendments thereto.
                  23.1     Consent of Thacher Proffitt & Wood.
                  23.2     Consent of KPMG LLP.


ITEM 9.           UNDERTAKINGS.

         A. QUALIFICATION OF PLAN. The undersigned Registrant hereby undertakes
to submit the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan under section 401(a) of the Internal Revenue
Code of 1986, as amended.






<PAGE>


                                       -5-

         B. RULE 415 OFFERING. The undersigned Registrant hereby undertakes:
               
                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and 
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                  (2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         C. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report





<PAGE>


                                       -6-

pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

         D. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide such
interim financial information.

         E. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.






<PAGE>


                                       -7-


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Bergen, State of New Jersey on the 21st of May
1999.

                                 Hudson City Bancorp, Inc.
                                 (Registrant)


                                 By:/s/ Leonard S. Gudelski
                                    -----------------------------------
                                        Leonard S. Gudelski
                                        Chairman of the Board, Chief Executive
                                        Officer

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





<TABLE>
<CAPTION>


               SIGNATURE                            TITLE                                     DATE
               ---------                            -----                                     ----
                                                                   
<S>                                         <C>                                           <C>  
  /s/ Leonard S. Gudelski                   Director, Chairman of the Board and           May 21, 1999 
-------------------------------------       Chief Executive Officer                       ------------
         Leonard S. Gudelski                (Principal Executive Officer)               
                                            
  /s/ Ronald E. Hermance                    Director, President, and Chief                May 21, 1999
-------------------------------------       Operating Officer (Principal Financial        ------------
         Ronald E. Hermance                 Officer) Director                          
               
  /s/ Verne S. Atwater                      Director                                      May 21, 1999
-------------------------------------                                                     ------------
         Verne S. Atwater                                                               
                  
  /s/ John D. Birchby                       Director                                      May 21, 1999
-------------------------------------                                                     ------------
         John D. Birchby                                                             
                        
  /s/ Kenneth L. Birchby                    Director                                      May 21, 1999
-------------------------------------                                                     ------------
         Kenneth L. Birchby                                               
</TABLE>


<PAGE>


                                       -8-


<TABLE>
<CAPTION>


               SIGNATURE                            TITLE                                     DATE
               ---------                            -----                                     ----
                                                                   
<S>                                              <C>                                      <C> 
  /s/ Victoria H. Bruni                          Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         Victoria H. Bruni                                                                             
                                                                                                       
  /s/ William s. Cosgrove                        Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         William J. Cosgrove                                                                           
                                                                                                       
  /s/ Andrew J. Egner, Jr.                       Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         Andrew J. Egner, Jr.                                                                          
                                                                                                       
  /s/ John W. Klie                               Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         John W. Klie                                                                                  
                                                                                                       
  /s/ Donald O. Quest                            Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         Donald O, Quest                                                                  

  /s/ Arthur V. Wynne, Jr.                       Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         Arthur V. Wynne, Jr.  

</TABLE>









<PAGE>
                                       -9-
                                                   
                  Pursuant to the requirements of the Securities Act of 1933,  
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Bergen, State of New
Jersey, on May 21, 1999.

                                       Profit Incentive Bonus Plan of
                                       Hudson City Savings Bank





                                       By:  /s/ Douglas C. Yingling     
                                            ------------------------------------
                                                Douglas C. Yingling   
                                                Plan Administrator





<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>


EXHIBIT
NUMBER                                              DESCRIPTION
------                                              -----------

<S>               <C>  
4.1               The Profit Incentive Bonus Plan of Hudson City Savings Bank, restated
                  as of October 1, 1989, and as amended through March 11, 1999,
                  incorporated by reference to Exhibit 10.26 to the Registrant's
                  Registration Statement on Form S-1, dated March 15, 1999, as amended,
                  Registration No. 333-74383, and any amendments thereto.
4.2               Trust Agreement by and between Hudson City Savings Bank and
                  Bankers Trust Company made as of January 1, 1976 for the Profit
                  Incentive Bonus Plan of Hudson City Savings Bank.
4.3               Amendment adopted November 14, 1985 to Trust Agreement dated
                  January 1, 1976 by and between Hudson City Savings Bank and Bankers
                  Trust Company.
4.4               Certificate of Incorporation of Hudson City Bancorp Inc., incorporated
                  by reference to Exhibit 3.16 to the Registrant's Registration Statement
                  on Form S-1, dated March 15, 1999, as amended, Registration No. 333-
                  74383, and any amendments thereto.
4.5               By-Laws of Hudson City Bancorp, Inc., incorporated by reference to the
                  Registrant's Registration Statement on Form S-1, dated March 15, 1999,
                  as amended, Registration No. 333-74383, and any amendments thereto.
5                 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
                  to the legality of the securities being registered
                  incorporated by reference to Exhibit 5.1 to the Registrant's
                  Registration Statement on Form S-1, dated March 15, 1999, as
                  amended, Registration No. 333-74383, and any amendments
                  thereto.
23.1              Consent of Thacher Proffitt & Wood.
23.2              Consent of KPMG LLP.
</TABLE>
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{"company-data": {"conformed-name": "HUDSON CITY BANCORP INC", "cik": "0000921847", "assigned-sic": "6036", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78969", "film-number": "99631518"}, "business-address": {"street1": "WEST 80 CENTURY RD", "city": "PARAMUS", "state": "NJ", "zip": "07652", "phone": "2019671900"}, "mail-address": {"street1": "WEST 80 CENTURY ROAD", "city": "PARMUS", "state": "NJ", "zip": "07652"}}
As filed with the Securities and Exchange Commission on May 21, 1999    
                                                                REGISTRATION NO.
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                            HUDSON CITY BANCORP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                                    06-1497903
      (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
             INCORPORATION OR                            IDENTIFICATION NO.)
               ORGANIZATION)
                              WEST 80 CENTURY ROAD
                            PARAMUS, NEW JERSEY 07652
                                 (201) 967-1900
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

                           PROFIT INCENTIVE BONUS PLAN
                           OF HUDSON CITY SAVINGS BANK
                            (FULL TITLE OF THE PLAN)
                                 ---------------

                               Leonard S. Gudelski
                Chairman of the Board and Chief Executive Officer
                            Hudson City Bancorp, Inc.
                              West 80 Century Road
                            Paramus, New Jersey 07652
                                 (201) 967-1900

                                    Copy to:

                             W. Edward Bright, Esq.
                             Thacher Proffitt & Wood
                       Two World Trade Center - 38th Floor
                            New York, New York 10048
                                 (212) 912-7400
        (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA
                           CODE, OF AGENT FOR SERVICE)
                                 ---------------
CALCULATION OF REGISTRATION FEE

                                       Amount to be Registered(1) Proposed Maximum Offering     Proposed Maximum        Amount of
Title of Securities to be Registered                                Price Per Share (2)    Aggregate Offering Price Registration Fee
                                                                                                      (2)
Common Stock, $.01 par value            2,000,000 shares              $10.00                  $20,000,000            $5,560
   Plan Participation Interests(3)                --                        --                        --                  --
====================================================================================================================================
(1)      Based on the estimated number of shares of common stock of Hudson City
         Bancorp, Inc. ("Hudson") under the Profit Incentive Bonus Plan of
         Hudson City Savings Bank (the "Plan") with the current assets of the
         Plan and the projected contributions to the Plan through December
         1, 2002.

(2)      Estimated solely for purpose of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, as amended
         (the "Securities Act"), pursuant to which shares of common stock of
         Hudson offered pursuant to the Plan are deemed to be offered at $10
         per share, the price at which shares of Hudson common stock are being
         offered to the public pursuant to the Registration Statement on Form
         S-1, as amended (Registration No. 333-74383).

(3)      In addition, pursuant to Rule 416(c) under the Securities Act, this
         registration statement also covers an indeterminate amount of interests
         to be offered pursuant to the employee benefit plan described herein.

--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

                  Not required to be filed with the Securities and Exchange
Commission (the "Commission").

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  Not required to be filed with the Commission.

                  Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents and information heretofore filed with
the Commission by the Registrant (File No. 333-74383) are incorporated by
reference in this registration statement:

         (1)      the Prospectus for Common Stock of Hudson City Bancorp, Inc.
                  dated May 14, 1999, which was filed with the Commission
                  pursuant to Rule 424(b) under the Securities Act
                  (Registration No. 333-74383); and

         (2)      the description of the Registrant's common stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A dated May 7, 1999, Registration No. 0-23896.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated herein by
reference, and such documents shall be deemed to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated
-2-

by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

                  Hudson City Bancorp, Inc. will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Written requests should be directed to:
Douglas C. Yingling, Hudson City Bancorp, Inc., West 80 Century Road, Paramus,
NJ 07552. Telephone requests may be directed to (201) 967-0332 ext. 1233.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law "DGCL")
inter alia, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding (other than an action by or in the right of
the corporation ) by reason of the fact such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized
-3-

in each specific case upon a determination by the shareholders or disinterested
directors or by independent legal counsel in a written opinion that
indemnification is proper because indemnitee has met the applicable standard of
conduct.

                  Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

                  Article IX of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director of officer of the Company, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.

                  Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors and officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.

                  The Company intends to enter into an Employment Agreement with
each of Leonard S. Gudelski, Ronald E. Hermance, Jr. and John M. Tassillo
pursuant to which it would undertake contractually to provide indemnification
and insurance coverage in the manner described above.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.
-4-

ITEM 8.           EXHIBITS.

                  4.1      The Profit Incentive Bonus Plan of Hudson City
                           Savings Bank, restated as of October 1, 1989, and as
                           amended through March 11, 1999, incorporated by
                           reference to Exhibit 10.2 to the Registrant's
                           Registration Statement on Form S-1, dated March 15,
                           1999, as amended, Registration No. 333- 74383, and
                           any amendments thereto.
                  4.2      Trust Agreement by and between Hudson City Savings
                           Bank and Bankers Trust Company made as of January 1,
                           1976 for the Profit Incentive Bonus Plan of Hudson 
                           City Savings Bank.
                  4.3      Amendment adopted November 14, 1985 to Trust
                           Agreement dated January 1, 1976 by and between Hudson
                           City Savings Bank and Bankers Trust Company.
                  4.4      Certificate of Incorporation of Hudson City Bancorp
                           Inc., incorporated by reference to Exhibit 3.16, the
                           Registrant's Registration Statement on Form S-1,
                           dated March 15, 1999, as amended, Registration No.
                           333-74383, and any amendments thereto.
                  4.5      By-Laws of Hudson City Bancorp, Inc., incorporated by
                           reference to the Registrant's Registration Statement
                           on Form S-1, dated March 15, 1999, as amended,
                           Registration No. 333-74383, and any amendments
                           thereto.
                  5        Opinion of Thacher Proffitt & Wood, counsel for
                           Registrant, as to the legality of the securities
                           being registered, incorporated by reference to
                           Exhibit 5.1 to the Registrant's Registration
                           Statement on Form S-1, dated March 15, 1999, as
                           amended, Registration No. 333-74383, and any
                           amendments thereto.
                  23.1     Consent of Thacher Proffitt & Wood.
                  23.2     Consent of KPMG LLP.

ITEM 9.           UNDERTAKINGS.

         A. QUALIFICATION OF PLAN. The undersigned Registrant hereby undertakes
to submit the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan under section 401(a) of the Internal Revenue
Code of 1986, as amended.
-5-

         B. RULE 415 OFFERING. The undersigned Registrant hereby undertakes:
               
                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and 
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                  (2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         C. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report
-6-

pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

         D. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide such
interim financial information.

         E. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
-7-

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Bergen, State of New Jersey on the 21st of May
1999.

                                 Hudson City Bancorp, Inc.
                                 (Registrant)

                                 By:/s/ Leonard S. Gudelski
                                    -----------------------------------
                                        Leonard S. Gudelski
                                        Chairman of the Board, Chief Executive
                                        Officer

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                            TITLE                                     DATE
               ---------                            -----                                     ----
/s/ Leonard S. Gudelski                   Director, Chairman of the Board and           May 21, 1999 
-------------------------------------       Chief Executive Officer                       ------------
         Leonard S. Gudelski                (Principal Executive Officer)               
                                            
  /s/ Ronald E. Hermance                    Director, President, and Chief                May 21, 1999
-------------------------------------       Operating Officer (Principal Financial        ------------
         Ronald E. Hermance                 Officer) Director                          
               
  /s/ Verne S. Atwater                      Director                                      May 21, 1999
-------------------------------------                                                     ------------
         Verne S. Atwater                                                               
                  
  /s/ John D. Birchby                       Director                                      May 21, 1999
-------------------------------------                                                     ------------
         John D. Birchby                                                             
                        
  /s/ Kenneth L. Birchby                    Director                                      May 21, 1999
-------------------------------------                                                     ------------
         Kenneth L. Birchby
-8-
SIGNATURE                            TITLE                                     DATE
               ---------                            -----                                     ----
/s/ Victoria H. Bruni                          Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         Victoria H. Bruni                                                                             
                                                                                                       
  /s/ William s. Cosgrove                        Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         William J. Cosgrove                                                                           
                                                                                                       
  /s/ Andrew J. Egner, Jr.                       Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         Andrew J. Egner, Jr.                                                                          
                                                                                                       
  /s/ John W. Klie                               Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         John W. Klie                                                                                  
                                                                                                       
  /s/ Donald O. Quest                            Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         Donald O, Quest                                                                  

  /s/ Arthur V. Wynne, Jr.                       Director                                 May 21, 1999 
-------------------------------------                                                     ------------ 
         Arthur V. Wynne, Jr.
-9-
                                                   
                  Pursuant to the requirements of the Securities Act of 1933,  
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Bergen, State of New
Jersey, on May 21, 1999.

                                       Profit Incentive Bonus Plan of
                                       Hudson City Savings Bank

                                       By:  /s/ Douglas C. Yingling     
                                            ------------------------------------
                                                Douglas C. Yingling   
                                                Plan Administrator
EXHIBIT INDEX
EXHIBIT
NUMBER                                              DESCRIPTION
------                                              -----------
4.1               The Profit Incentive Bonus Plan of Hudson City Savings Bank, restated
                  as of October 1, 1989, and as amended through March 11, 1999,
                  incorporated by reference to Exhibit 10.26 to the Registrant's
                  Registration Statement on Form S-1, dated March 15, 1999, as amended,
                  Registration No. 333-74383, and any amendments thereto.
4.2               Trust Agreement by and between Hudson City Savings Bank and
                  Bankers Trust Company made as of January 1, 1976 for the Profit
                  Incentive Bonus Plan of Hudson City Savings Bank.
4.3               Amendment adopted November 14, 1985 to Trust Agreement dated
                  January 1, 1976 by and between Hudson City Savings Bank and Bankers
                  Trust Company.
4.4               Certificate of Incorporation of Hudson City Bancorp Inc., incorporated
                  by reference to Exhibit 3.16 to the Registrant's Registration Statement
                  on Form S-1, dated March 15, 1999, as amended, Registration No. 333-
                  74383, and any amendments thereto.
4.5               By-Laws of Hudson City Bancorp, Inc., incorporated by reference to the
                  Registrant's Registration Statement on Form S-1, dated March 15, 1999,
                  as amended, Registration No. 333-74383, and any amendments thereto.
5                 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
                  to the legality of the securities being registered
                  incorporated by reference to Exhibit 5.1 to the Registrant's
                  Registration Statement on Form S-1, dated March 15, 1999, as
                  amended, Registration No. 333-74383, and any amendments
                  thereto.
23.1              Consent of Thacher Proffitt & Wood.
23.2              Consent of KPMG LLP.