As filed with the Securities and Exchange Commission on January 21,
2000                                                       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)
                                 ---------------

                Hudson City Bancorp, Inc. 2000 Stock Option Plan
                                       and
          Hudson City Bancorp, Inc. 2000 Recognition and Retention 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
                       Two World Trade Center - 39th 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
===================================================================================================================================
Title of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering     Proposed Maximum        Amount of
                                                                Price Per Share (2)     Aggregate Offering Price(2) Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                       <C>                      <C>                      <C>
    Common Stock, $0.01 par value         7,609,000 shares                  --               $105,376,875             $27,820
===================================================================================================================================
</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. 2000 Stock Option Plan, and
     authorized for awards under the Hudson City Bancorp, Inc. 2000 Recognition
     and Retention 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
     4,441,000 shares subject to outstanding options are deemed to be offered at
     $13.875, 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 $13.8125 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 January 13, 2000.



================================================================================
<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 ("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 Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 1999, June 30, 1999, and September 30, 1999;

          (3)  Registrant's Prospectus dated May 14, 1999 filed pursuant to Rule
               424(b).

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,
1998 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



<PAGE>



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, an incurred by him in
any such


                                       -2-

<PAGE>



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 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 as of
July 13, 1999 among the Company, Hudson City Savings Bank, and each of Leonard
S. Gudelski, Ronald E. Hermance, Jr., and John M. Tassillo, 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. 2000 Stock Option Plan

                  4.2      Hudson City Bancorp, Inc. 2000 Recognition and
                           Retention Plan

                  4.3      Form of Stock Option Agreement under the Hudson City
                           Bancorp, Inc. 2000 Stock Option Plan

                  4.4      Form of Restricted Stock Award Notice under the
                           Hudson City Bancorp, Inc. 2000 Recognition and
                           Retention Plan



                                       -3-

<PAGE>




                  5        Opinion of Thacher Proffitt & Wood, counsel for
                           Registrant, as to the legality of the securities
                           being registered.

                  23.1     Consent of Thacher Proffitt & Wood (included in
                           Exhibit 5 hereof).

                  23.2     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:

                           (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.



                                       -4-

<PAGE>



                  (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.

         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 21st of January,
2000.

                            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               January 21, 2000
----------------------------------------------   Chief Executive Officer (Principal
         Leonard S. Gudelski                     Executive Officer)
                                                 Director, President, and Chief

  /s/ Ronald E. Hermance, Jr.                    Operating Officer (Principal Financial            January 21, 2000
----------------------------------------------   Officer) Director
         Ronald E. Hermance, Jr.

  /s/ Verne S. Atwater                           Director                                          January 21, 2000
----------------------------------------------
         Verne S. Atwater

  /s/ John D. Birchby                            Director                                          January 21, 2000
----------------------------------------------
         John D. Birchby

  /s/ Kenneth L. Birchby                         Director                                          January 21, 2000
----------------------------------------------
         Kenneth L. Birchby

  /s/ Victoria H. Bruni                          Director                                          January 21, 2000
----------------------------------------------
         Victoria H. Bruni

  /s/ William J. Cosgrove                        Director                                          January 21, 2000
----------------------------------------------
         William J. Cosgrove

</TABLE>



                                       -6-
<PAGE>


<TABLE>
<CAPTION>

                  SIGNATURE                                         TITLE                                DATE
                  ---------                                         -----                                ----

<S>                                              <C>                                               <C>
  /s/ Andrew J. Egner, Jr.                       Director                                          January 21, 2000
----------------------------------------------
         Andrew J. Egner, Jr.

  /s/ John W. Klie                               Director                                          January 21, 2000
----------------------------------------------
         John W. Klie

  /s/ Donald O. Quest                            Director                                          January 21, 2000
----------------------------------------------
         Donald O. Quest

  /s/ Arthur V. Wynne, Jr.                       Director                                          January 21, 2000
----------------------------------------------
         Arthur V. Wynne, Jr.


</TABLE>





                                       -7-

<PAGE>



                                  EXHIBIT INDEX



EXHIBIT
NUMBER                        DESCRIPTION

4.1   Hudson City Bancorp, Inc. 2000 Stock Option Plan.
4.2   Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan.
4.3   Form of Stock Option Agreement under the Hudson City Bancorp, Inc.
      2000 Stock Option Plan.
4.4   Form of Restricted Stock Award Notice under the Hudson City Bancorp,
      Inc. 2000 Recognition and Retention Plan.
5     Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
      to the legality of the securities being registered.
23.1  Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof).
23.2  Consent of KPMG LLP.





                                       -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": "333-95193", "film-number": "511292"}, "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 January 21,
2000                                                       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)
                                 ---------------

                Hudson City Bancorp, Inc. 2000 Stock Option Plan
                                       and
          Hudson City Bancorp, Inc. 2000 Recognition and Retention 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
                       Two World Trade Center - 39th 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
===================================================================================================================================
Title of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering     Proposed Maximum        Amount of
                                                                Price Per Share (2)     Aggregate Offering Price(2) Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value         7,609,000 shares                  --               $105,376,875             $27,820
===================================================================================================================================
(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. 2000 Stock Option Plan, and
     authorized for awards under the Hudson City Bancorp, Inc. 2000 Recognition
     and Retention 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
     4,441,000 shares subject to outstanding options are deemed to be offered at
     $13.875, 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 $13.8125 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 January 13, 2000.

================================================================================
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 ("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 Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 1999, June 30, 1999, and September 30, 1999;

          (3)  Registrant's Prospectus dated May 14, 1999 filed pursuant to Rule
               424(b).

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,
1998 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, an incurred by him in
any such

                                       -2-
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 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 as of
July 13, 1999 among the Company, Hudson City Savings Bank, and each of Leonard
S. Gudelski, Ronald E. Hermance, Jr., and John M. Tassillo, 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. 2000 Stock Option Plan

                  4.2      Hudson City Bancorp, Inc. 2000 Recognition and
                           Retention Plan

                  4.3      Form of Stock Option Agreement under the Hudson City
                           Bancorp, Inc. 2000 Stock Option Plan

                  4.4      Form of Restricted Stock Award Notice under the
                           Hudson City Bancorp, Inc. 2000 Recognition and
                           Retention Plan

                                       -3-
5        Opinion of Thacher Proffitt & Wood, counsel for
                           Registrant, as to the legality of the securities
                           being registered.

                  23.1     Consent of Thacher Proffitt & Wood (included in
                           Exhibit 5 hereof).

                  23.2     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:

                           (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.

                                       -4-
(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.

         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 21st of January,
2000.

                            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               January 21, 2000
----------------------------------------------   Chief Executive Officer (Principal
         Leonard S. Gudelski                     Executive Officer)
                                                 Director, President, and Chief

  /s/ Ronald E. Hermance, Jr.                    Operating Officer (Principal Financial            January 21, 2000
----------------------------------------------   Officer) Director
         Ronald E. Hermance, Jr.

  /s/ Verne S. Atwater                           Director                                          January 21, 2000
----------------------------------------------
         Verne S. Atwater

  /s/ John D. Birchby                            Director                                          January 21, 2000
----------------------------------------------
         John D. Birchby

  /s/ Kenneth L. Birchby                         Director                                          January 21, 2000
----------------------------------------------
         Kenneth L. Birchby

  /s/ Victoria H. Bruni                          Director                                          January 21, 2000
----------------------------------------------
         Victoria H. Bruni

  /s/ William J. Cosgrove                        Director                                          January 21, 2000
----------------------------------------------
         William J. Cosgrove
-6-
SIGNATURE                                         TITLE                                DATE
                  ---------                                         -----                                ----
/s/ Andrew J. Egner, Jr.                       Director                                          January 21, 2000
----------------------------------------------
         Andrew J. Egner, Jr.

  /s/ John W. Klie                               Director                                          January 21, 2000
----------------------------------------------
         John W. Klie

  /s/ Donald O. Quest                            Director                                          January 21, 2000
----------------------------------------------
         Donald O. Quest

  /s/ Arthur V. Wynne, Jr.                       Director                                          January 21, 2000
----------------------------------------------
         Arthur V. Wynne, Jr.
-7-
EXHIBIT INDEX

EXHIBIT
NUMBER                        DESCRIPTION

4.1   Hudson City Bancorp, Inc. 2000 Stock Option Plan.
4.2   Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan.
4.3   Form of Stock Option Agreement under the Hudson City Bancorp, Inc.
      2000 Stock Option Plan.
4.4   Form of Restricted Stock Award Notice under the Hudson City Bancorp,
      Inc. 2000 Recognition and Retention Plan.
5     Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
      to the legality of the securities being registered.
23.1  Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof).
23.2  Consent of KPMG LLP.

                                       -8-