As filed with the Securities and Exchange Commission on November 9, 2001
                                                        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                                     22-3640393
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              West 80 Century Road
                            Paramus, New Jersey 07652
                                 (201) 967-1900
          (Address, including Zip Code, of principal executive offices)

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

         Hudson City Bancorp, Inc. Denis J. Salamone Stock Option Plan
                                      and
    Hudson City Bancorp, Inc. Denis J. Salamone Restricted Stock Award Plan

                            (Full title of the Plans)

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

                             Mr. 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
                        11 West 42nd Street - 11th Floor
                            New York, New York 10036
                                 (212) 789-1200
     (Name and address, including Zip Code, telephone number and area code,
                             of agent for service)

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

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
==================================================================================================================================
      Title of Securities        Amount to be          Proposed Maximum Offering        Proposed Maximum              Amount of
       to be Registered         Registered (1)            Price Per Share (2)     Aggregate Offering Price (2)    Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                        <C>                             <C>
Common Stock, $0.01 par value   260,000 shares                    --                       $6,040,800                  $1,595
==================================================================================================================================
</TABLE>

(1)  Based on the number of shares of common stock of Hudson City Bancorp, Inc.
     (the "Company") reserved for issuance upon exercise of options granted
     pursuant to the Hudson City Bancorp Inc. Denis J. Salamone Stock Option
     Plan, and authorized for awards under the Hudson City Bancorp, Inc. Denis
     Salamone Restricted Stock Award Plan (the "Plans"). In addition to such
     shares, this registration statement also covers an undetermined number of
     shares of common stock of the Company that, by reason of certain events
     specified in the Plans, may become issuable upon exercise of options or
     grant of awards through the application of certain anti-dilution
     provisions.

(2)  Estimated solely for purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act of 1933, pursuant to which
     160,000 shares subject to outstanding options are deemed to be offered at
     $23.03, the price at which such options may be exercised and restricted
     shares and shares that may be acquired upon exercise of options granted in
     the future are deemed to be offered at $23.56 per share, the average of the
     daily high and low sales prices of common stock of the Company on the
     Nasdaq Stock Market at the close of trading as of November 5, 2001.
     ===========================================================================

<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.     INCORPORATION OF DOCUMENTS BY REFERENCE.


            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 ("Securities Act").

                                     PART II

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

    (1)     the description of Registrant's Common Stock contained in
            Registrant's Registration Statement on Form 8-A, dated May 4, 1999;

    (2)     Registrant's Annual Report on From 10-K for the fiscal year ended
            December 31, 2000;

    (3)     Registrant's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, 2001 and June 30, 2001.

    (4)     Registrant's Current Report on Form 8-K dated Feburary 12, 2001.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the end of the fiscal year ended December 31,
2000 and prior to the filing of a post-effective amendment which indicates that
all Common Stock offered hereby has been sold or which deregisters all Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which 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 registration statement.

            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



<PAGE>



documents incorporated herein by reference (other than exhibits to such
documents). Written requests should be directed to the Personnel Department,
Hudson City Savings Bank, West 80 Century Road, Paramus, New Jersey 07652.
Telephone requests may be directed to (201) 967-1900.

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
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that 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 (unless ordered by
a court) may be made only as authorized in each specific case by the corporation
upon a determination that indemnification is proper because the indemnitee has
met the applicable standard of conduct, which indemnification shall be made in
the case of a director or officer at the time of the determination by the
shareholders, disinterested directors or committee of disinterested directors or
by independent legal counsel in a written opinion.

            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


                                       -2-

<PAGE>



person who is or was or has agreed to become a director or 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 or 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 has entered into an Employment Agreement among the
Company, Hudson City Savings Bank, and each of Leonard S. Gudelski, Ronald E.
Hermance, Jr., John M. Tassillo, and Denis J. Salamone pursuant to which it has
undertaken contractually to provide indemnification and insurance coverage in
the manner described above.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

            4.1    Hudson City Bancorp, Inc. Denis J. Salamone Stock Option Plan

            4.2    Hudson City Bancorp, Inc. Denis J. Salamone Restricted Stock
                   Award Plan

            4.3    Certificate of Incorporation 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. 33-74383).

            4.4    Bylaws 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).

            23.1   Consent of KPMG LLP.

ITEM 9.     UNDERTAKINGS.

    A.      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:


                                       -3-

<PAGE>




                   (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; 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.

    B. 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 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.

    C. 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 is 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.



                                       -4-

<PAGE>



    D. 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.




                                       -5-

<PAGE>



                                   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 9 of November,
2001.

                                            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       November 9, 2001
--------------------------------------  and Chief Executive Officer
        Leonard S. Gudelski             (Principal Executive Officer)

  /s/ Ronald E. Hermance, Jr.           Director, President, and Chief        November 9, 2001
--------------------------------------  Operating Officer (Principal
        Ronald E. Hermance, Jr.         Financial Officer )

  /s/ Denis J. Salamone                 Director, Senior Executive Vice       November 9, 2001
--------------------------------------  President
        Denis J. Salamone

  /s/ Verne S. AtwateR                  Director                              November 9, 2001
--------------------------------------
        Verne S. Atwater

  /s/ John D. Birchby                   Director                              November 9, 2001
--------------------------------------
        John D. Birchby

  /s/ Kenneth L. Birchby                Director                              November 9, 2001
--------------------------------------
        Kenneth L. Birchby

  /s/ Victoria H. Bruni                 Director                              November 9, 2001
--------------------------------------
        Victoria H. Bruni
</TABLE>



                                       -6-

<PAGE>

<TABLE>
<CAPTION>
               SIGNATURE                                TITLE                         DATE
               ---------                                -----                         ----
<S>                                     <C>                                   <C>
  /s/ William J. Cosgrove               Director                              November 9, 2001
--------------------------------------
        William J. Cosgrove

  /s/ Andrew J. Egner, Jr.              Director                              November 9, 2001
--------------------------------------
        Andrew J. Egner, Jr.

  /s/ John W. Klie                      Director                              November 9, 2001
--------------------------------------
        John W. Klie

  /s/ Donald O. Quest                   Director                              November 9, 2001
--------------------------------------
        Donald O. Quest

  /s/ Arthur V. Wynne, Jr.              Director                              November 9, 2001
--------------------------------------
        Arthur V. Wynne, Jr.
</TABLE>



                                       -7-

<PAGE>


<TABLE>
<CAPTION>
                                  EXHIBIT INDEX



     EXHIBIT
      NUMBER                                         DESCRIPTION
      ------                                         -----------
<S>               <C>
       4.1        Hudson City Bancorp, Inc. Denis J. Salamone Stock Option Plan.
       4.2        Hudson City Bancorp, Inc.  Denis J. Salamone Restricted Stock Award Plan.
       4.3        Certificate of Incorporation of the 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.
       4.4        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.
       23.1       Consent of KPMG LLP.
</TABLE>




                                       -8-
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{"company-data": {"conformed-name": "HUDSON CITY BANCORP INC", "cik": "0000921847", "assigned-sic": "6036", "irs-number": "223640393", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73090", "film-number": "1780267"}, "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 November 9, 2001
                                                        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                                     22-3640393
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              West 80 Century Road
                            Paramus, New Jersey 07652
                                 (201) 967-1900
          (Address, including Zip Code, of principal executive offices)

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

         Hudson City Bancorp, Inc. Denis J. Salamone Stock Option Plan
                                      and
    Hudson City Bancorp, Inc. Denis J. Salamone Restricted Stock Award Plan

                            (Full title of the Plans)

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

                             Mr. 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
                        11 West 42nd Street - 11th Floor
                            New York, New York 10036
                                 (212) 789-1200
     (Name and address, including Zip Code, telephone number and area code,
                             of agent for service)

                                 ---------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
      Title of Securities        Amount to be          Proposed Maximum Offering        Proposed Maximum              Amount of
       to be Registered         Registered (1)            Price Per Share (2)     Aggregate Offering Price (2)    Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value   260,000 shares                    --                       $6,040,800                  $1,595
==================================================================================================================================
(1)  Based on the number of shares of common stock of Hudson City Bancorp, Inc.
     (the "Company") reserved for issuance upon exercise of options granted
     pursuant to the Hudson City Bancorp Inc. Denis J. Salamone Stock Option
     Plan, and authorized for awards under the Hudson City Bancorp, Inc. Denis
     Salamone Restricted Stock Award Plan (the "Plans"). In addition to such
     shares, this registration statement also covers an undetermined number of
     shares of common stock of the Company that, by reason of certain events
     specified in the Plans, may become issuable upon exercise of options or
     grant of awards through the application of certain anti-dilution
     provisions.

(2)  Estimated solely for purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act of 1933, pursuant to which
     160,000 shares subject to outstanding options are deemed to be offered at
     $23.03, the price at which such options may be exercised and restricted
     shares and shares that may be acquired upon exercise of options granted in
     the future are deemed to be offered at $23.56 per share, the average of the
     daily high and low sales prices of common stock of the Company on the
     Nasdaq Stock Market at the close of trading as of November 5, 2001.
     ===========================================================================
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.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            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 ("Securities Act").

                                     PART II

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

    (1)     the description of Registrant's Common Stock contained in
            Registrant's Registration Statement on Form 8-A, dated May 4, 1999;

    (2)     Registrant's Annual Report on From 10-K for the fiscal year ended
            December 31, 2000;

    (3)     Registrant's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, 2001 and June 30, 2001.

    (4)     Registrant's Current Report on Form 8-K dated Feburary 12, 2001.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the end of the fiscal year ended December 31,
2000 and prior to the filing of a post-effective amendment which indicates that
all Common Stock offered hereby has been sold or which deregisters all Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which 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 registration statement.

            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 the Personnel Department,
Hudson City Savings Bank, West 80 Century Road, Paramus, New Jersey 07652.
Telephone requests may be directed to (201) 967-1900.

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
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that 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 (unless ordered by
a court) may be made only as authorized in each specific case by the corporation
upon a determination that indemnification is proper because the indemnitee has
met the applicable standard of conduct, which indemnification shall be made in
the case of a director or officer at the time of the determination by the
shareholders, disinterested directors or committee of disinterested directors or
by independent legal counsel in a written opinion.

            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

                                       -2-
person who is or was or has agreed to become a director or 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 or 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 has entered into an Employment Agreement among the
Company, Hudson City Savings Bank, and each of Leonard S. Gudelski, Ronald E.
Hermance, Jr., John M. Tassillo, and Denis J. Salamone pursuant to which it has
undertaken contractually to provide indemnification and insurance coverage in
the manner described above.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

            4.1    Hudson City Bancorp, Inc. Denis J. Salamone Stock Option Plan

            4.2    Hudson City Bancorp, Inc. Denis J. Salamone Restricted Stock
                   Award Plan

            4.3    Certificate of Incorporation 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. 33-74383).

            4.4    Bylaws 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).

            23.1   Consent of KPMG LLP.

ITEM 9.     UNDERTAKINGS.

    A.      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:

                                       -3-
(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; 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.

    B. 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 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.

    C. 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 is 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.

                                       -4-
D. 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.

                                       -5-
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 9 of November,
2001.

                                            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       November 9, 2001
--------------------------------------  and Chief Executive Officer
        Leonard S. Gudelski             (Principal Executive Officer)

  /s/ Ronald E. Hermance, Jr.           Director, President, and Chief        November 9, 2001
--------------------------------------  Operating Officer (Principal
        Ronald E. Hermance, Jr.         Financial Officer )

  /s/ Denis J. Salamone                 Director, Senior Executive Vice       November 9, 2001
--------------------------------------  President
        Denis J. Salamone

  /s/ Verne S. AtwateR                  Director                              November 9, 2001
--------------------------------------
        Verne S. Atwater

  /s/ John D. Birchby                   Director                              November 9, 2001
--------------------------------------
        John D. Birchby

  /s/ Kenneth L. Birchby                Director                              November 9, 2001
--------------------------------------
        Kenneth L. Birchby

  /s/ Victoria H. Bruni                 Director                              November 9, 2001
--------------------------------------
        Victoria H. Bruni
-6-
SIGNATURE                                TITLE                         DATE
               ---------                                -----                         ----
/s/ William J. Cosgrove               Director                              November 9, 2001
--------------------------------------
        William J. Cosgrove

  /s/ Andrew J. Egner, Jr.              Director                              November 9, 2001
--------------------------------------
        Andrew J. Egner, Jr.

  /s/ John W. Klie                      Director                              November 9, 2001
--------------------------------------
        John W. Klie

  /s/ Donald O. Quest                   Director                              November 9, 2001
--------------------------------------
        Donald O. Quest

  /s/ Arthur V. Wynne, Jr.              Director                              November 9, 2001
--------------------------------------
        Arthur V. Wynne, Jr.
-7-
EXHIBIT INDEX

     EXHIBIT
      NUMBER                                         DESCRIPTION
      ------                                         -----------
4.1        Hudson City Bancorp, Inc. Denis J. Salamone Stock Option Plan.
       4.2        Hudson City Bancorp, Inc.  Denis J. Salamone Restricted Stock Award Plan.
       4.3        Certificate of Incorporation of the 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.
       4.4        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.
       23.1       Consent of KPMG LLP.
-8-