As filed with the Securities and Exchange Commission on April 16, 2004
                                                               Registration No.
================================================================================

                                  UNITED STATES
                       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)

<TABLE>
<CAPTION>

                           DELAWARE                                                     22-3640393
<S>                                                                         <C>
(State or other jurisdiction of incorporation or organization)             (I.R.S. Employer Identification No.)
</TABLE>

                              West 80 Century Road
                            Paramus, New Jersey 07652
                                  201-967-1900

          (Address, including Zip Code, of principal executive offices)

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

       HUDSON CITY BANCORP, INC. 2004 EMPLOYMENT INDUCEMENT STOCK PROGRAM

                            (Full title of the Plan)
            --------------------------------------------------------
                             Ronald E. Hermance, Jr.
                      President 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 LLP
                           Two World Financial Center
                               New York, NY 10281
                                  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     Amount to be Registered      Proposed Maximum         Proposed Maximum         Amount of
           Registered                       (1)               Offering Price Per       Aggregate Offering    Registration Fee
                                                                  Share (2)                Price (2)
-------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                       <C>                   <C>                   <C>
  Common Stock, $0.01 par value           240,000                     -                    $8,012,700            $1,015.21
===============================================================================================================================
</TABLE>
(1)      Based on the number of shares of common stock of Hudson City Bancorp,
         Inc. (the "Registrant") reserved for issuance upon exercise of options
         granted and authorized for restricted stock awards under the Hudson
         City Bancorp, Inc. 2004 Employment Inducement Stock Plan (the "Plan").
         In addition to such shares, this registration statement also covers an
         undetermined number of shares of common stock of the Registrant that,
         by reason of certain events specified in the Plans, may become issuable
         upon 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 140,000 shares subject to outstanding options are deemed to be
         offered at $33.13 per share, the price at which such options may be
         exercised, and restricted shares are deemed to be offered at $33.745
         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 April 15, 2004.

================================================================================


<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") pursuant to the Note to Part I of Form S-8 (the "Prospectus").

ITEM 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be filed with the Commission pursuant to the Note to Part I of
Form S-8.

The documents containing the information specified in this Part I will be sent
or given to employees of the Registrant as specified by Rule 428(b)(1) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). Such documents
need not be filed with the Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Exchange Act. The Registrant 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 documents incorporated herein by reference in Item 3 below
(other than exhibits to such documents). Written requests should be directed to:

                           Human Resources Department
                            Hudson City Savings Bank
                              West 80 Century Road
                            Paramus, New Jersey 07652

Telephone requests may be directed to (201) 976-1900. 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.

The following documents which have been filed with the Commission by the
Registrant, are incorporated by reference:

(a)               Annual Report on Form 10-K for the Registrant's fiscal year
                  ended December 31, 2003;

(b)               All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Exchange Act since the Registrant's fiscal year ended
                  December 31, 2003; and

(c)               Description of the Common Stock of the Registrant contained in
                  the Registrant's Registration Statement on Form 8-A dated May
                  4, 1999.
<PAGE>

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this registration statement, 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.

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

                                      -2-
<PAGE>

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 Employment Agreements among the Company, Hudson
City Savings Bank, and each of its executive officers 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  Restricted Stock Award Notice dated April 15, 2004 between Hudson City
     Bancorp, Inc. and Ronald J. Butkovich.
4.2  Restricted Stock Award Notice dated April 15, 2004 between Hudson City
     Bancorp, Inc. and J. Christopher Nettleton.
4.3  Stock Option Agreement dated April 15, 2004 between Hudson City Bancorp,
     Inc. and Ronald J. Butkovich.
4.4  Stock Option Agreement dated April 15, 2004 between Hudson City Bancorp,
     Inc. and J. Christopher Nettleton.
4.5  Certificate of Incorporation of Hudson City Bancorp, Inc., incorporated
     herein by reference to the Registrant's Registration Statement No.
     333-74383 on Form S-1, filed with the Commission on March 15, 1999, as
     amended.
4.6  By-Laws of Hudson City Bancorp, Inc., incorporated herein by reference to
     the Registrant's Current Report on Form 8-K, filed with the Commission on
     January 27, 2003.
5.   Opinion of Thacher Proffitt & Wood LLP counsel for the Registrant, as to
     legality.
23.1 Consent of Thacher Proffitt & Wood LLP (included in Exhibit 5 hereof).

                                      -3-
<PAGE>

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, represents 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, 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 any 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.

         (e) 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 Exchange Act; and, where interim financial information
required to be presented

                                      -4-
<PAGE>
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.

         (h) 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 Paramus, State of New Jersey, on April 15, 2004.

                                      Hudson City Bancorp, Inc.
                                      (Registrant)



                                      By: /s/ Ronald E. Hermance, JR.
                                         --------------------------------------
                                          Ronald E. Hermance, Jr.
                                          President & Chief Executive Officer
                                          (principal executive officer)

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

<TABLE>
<CAPTION>

Name                                       Title                                                        Date

<S>                                        <C>                                                     <C>
  /s/ Leonard S. Gudelsi                   Director and Chairman of the Board                      April 15, 2004
----------------------------------------
Leonard S. Gudelski

  /s/ Ronald E. Hermance, JR.              Director, President and Chief Executive                 April 15, 2004
-------------------------------            Officer (principal executive officer)
Ronald E. Hermance, Jr.

  /s/ Denis J. Salamone                    Director, Senior Executive Vice President and           April 15, 2004
----------------------------------------   Chief Operating Officer (principal financial
Denis J. Salamone                          and accounting officer)

  /s/ Verne S. Atwater                     Director                                                April 15, 2004
----------------------------------------
Verne S. Atwater

  /s/ Michael W. Azzara                    Director                                                April 15, 2004
----------------------------------------
Michael W. Azzara

  /s/ William G. Bardel                    Director                                                April 15, 2004
----------------------------------------
William G. Bardel

  /s/ Scott A. Belair                      Director                                                April 15, 2004
-------------------------------
Scott A. Belair

                                      -6-

<PAGE>
Name                                       Title                                                        Date

  /s/ John D. Birchby                      Director                                                April 15, 2004
-------------------------------
John D. Birchby

  /s/ Kenneth L. Birchby                   Director                                                April 15, 2004
----------------------------------------
Kenneth L. Birchby

  /s/ Victoria H. Bruni                    Director                                                April 15, 2004
----------------------------------------
Victoria H. Bruni

  /s/ William J. Cosgrove                  Director                                                April 15, 2004
----------------------------------------
William J. Cosgrove

  /s/ Andrew J. Egner, JR.                 Director                                                April 15, 2004
----------------------------------------
Andrew J. Egner, Jr.

  /s/ John W. Klie                         Director                                                April 15, 2004
----------------------------------------
John W. Klie

  /s/ Donald O. Quest                      Director                                                April 15, 2004
----------------------------------------
Donald O. Quest

  /s/ Joseph G. Sponholz                   Director                                                April 15, 2004
----------------------------------------
Joseph G. Sponholz
</TABLE>



                                      -7-

<PAGE>


<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

  EXHIBIT NUMBER                                                DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------
<S>     <C>          <C>
        4.1          Restricted Stock Award Notice dated April 15, 2004 between Hudson City Bancorp, Inc. and Ronald
                     J. Butkovich.
        4.2          Restricted  Stock Award Notice dated April 15, 2004 between Hudson City Bancorp, Inc. and J.
                     Christopher Nettleton.
        4.3          Stock  Option Agreement dated April 15, 2004 between Hudson City Bancorp, Inc. and Ronald J.
                     Butkovich.
        4.4          Stock Option Agreement dated April 15, 2004 between Hudson City Bancorp, Inc. and J. Christopher
                     Nettleton.
        4.5          Certificate of Incorporation of Hudson City Bancorp, Inc., incorporated herein by reference to
                     the  Registrant's Registration Statement No. 333-74383 on Form S-1, filed with the Commission on
                     March 15, 1999, as amended.
        4.6          By-Laws of Hudson City Bancorp, Inc., incorporated  herein by reference to the Registrant's
                     Current Report on Form 8-K, filed with the Commission on January 27, 2003.
         5           Opinion of Thacher Proffitt & Wood, LLP, counsel for the Registrant, as to legality.
       23.1          Consent of Thacher Proffitt & Wood, LLP (included in Exhibit 5 hereof).
       23.2          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": "333-114536", "film-number": "04738261"}, "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 April 16, 2004
                                                               Registration No.
================================================================================

                                  UNITED STATES
                       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 incorporation or organization)             (I.R.S. Employer Identification No.)
West 80 Century Road
                            Paramus, New Jersey 07652
                                  201-967-1900

          (Address, including Zip Code, of principal executive offices)

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

       HUDSON CITY BANCORP, INC. 2004 EMPLOYMENT INDUCEMENT STOCK PROGRAM

                            (Full title of the Plan)
            --------------------------------------------------------
                             Ronald E. Hermance, Jr.
                      President 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 LLP
                           Two World Financial Center
                               New York, NY 10281
                                  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     Amount to be Registered      Proposed Maximum         Proposed Maximum         Amount of
           Registered                       (1)               Offering Price Per       Aggregate Offering    Registration Fee
                                                                  Share (2)                Price (2)
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value           240,000                     -                    $8,012,700            $1,015.21
===============================================================================================================================
(1)      Based on the number of shares of common stock of Hudson City Bancorp,
         Inc. (the "Registrant") reserved for issuance upon exercise of options
         granted and authorized for restricted stock awards under the Hudson
         City Bancorp, Inc. 2004 Employment Inducement Stock Plan (the "Plan").
         In addition to such shares, this registration statement also covers an
         undetermined number of shares of common stock of the Registrant that,
         by reason of certain events specified in the Plans, may become issuable
         upon 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 140,000 shares subject to outstanding options are deemed to be
         offered at $33.13 per share, the price at which such options may be
         exercised, and restricted shares are deemed to be offered at $33.745
         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 April 15, 2004.

================================================================================
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") pursuant to the Note to Part I of Form S-8 (the "Prospectus").

ITEM 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be filed with the Commission pursuant to the Note to Part I of
Form S-8.

The documents containing the information specified in this Part I will be sent
or given to employees of the Registrant as specified by Rule 428(b)(1) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). Such documents
need not be filed with the Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Exchange Act. The Registrant 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 documents incorporated herein by reference in Item 3 below
(other than exhibits to such documents). Written requests should be directed to:

                           Human Resources Department
                            Hudson City Savings Bank
                              West 80 Century Road
                            Paramus, New Jersey 07652

Telephone requests may be directed to (201) 976-1900. 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.

The following documents which have been filed with the Commission by the
Registrant, are incorporated by reference:

(a)               Annual Report on Form 10-K for the Registrant's fiscal year
                  ended December 31, 2003;

(b)               All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Exchange Act since the Registrant's fiscal year ended
                  December 31, 2003; and

(c)               Description of the Common Stock of the Registrant contained in
                  the Registrant's Registration Statement on Form 8-A dated May
                  4, 1999.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this registration statement, 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.

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

                                      -2-
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 Employment Agreements among the Company, Hudson
City Savings Bank, and each of its executive officers 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  Restricted Stock Award Notice dated April 15, 2004 between Hudson City
     Bancorp, Inc. and Ronald J. Butkovich.
4.2  Restricted Stock Award Notice dated April 15, 2004 between Hudson City
     Bancorp, Inc. and J. Christopher Nettleton.
4.3  Stock Option Agreement dated April 15, 2004 between Hudson City Bancorp,
     Inc. and Ronald J. Butkovich.
4.4  Stock Option Agreement dated April 15, 2004 between Hudson City Bancorp,
     Inc. and J. Christopher Nettleton.
4.5  Certificate of Incorporation of Hudson City Bancorp, Inc., incorporated
     herein by reference to the Registrant's Registration Statement No.
     333-74383 on Form S-1, filed with the Commission on March 15, 1999, as
     amended.
4.6  By-Laws of Hudson City Bancorp, Inc., incorporated herein by reference to
     the Registrant's Current Report on Form 8-K, filed with the Commission on
     January 27, 2003.
5.   Opinion of Thacher Proffitt & Wood LLP counsel for the Registrant, as to
     legality.
23.1 Consent of Thacher Proffitt & Wood LLP (included in Exhibit 5 hereof).

                                      -3-
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, represents 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, 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 any 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.

         (e) 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 Exchange Act; and, where interim financial information
required to be presented

                                      -4-
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.

         (h) 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 Paramus, State of New Jersey, on April 15, 2004.

                                      Hudson City Bancorp, Inc.
                                      (Registrant)

                                      By: /s/ Ronald E. Hermance, JR.
                                         --------------------------------------
                                          Ronald E. Hermance, Jr.
                                          President & Chief Executive Officer
                                          (principal executive officer)

Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Name                                       Title                                                        Date
/s/ Leonard S. Gudelsi                   Director and Chairman of the Board                      April 15, 2004
----------------------------------------
Leonard S. Gudelski

  /s/ Ronald E. Hermance, JR.              Director, President and Chief Executive                 April 15, 2004
-------------------------------            Officer (principal executive officer)
Ronald E. Hermance, Jr.

  /s/ Denis J. Salamone                    Director, Senior Executive Vice President and           April 15, 2004
----------------------------------------   Chief Operating Officer (principal financial
Denis J. Salamone                          and accounting officer)

  /s/ Verne S. Atwater                     Director                                                April 15, 2004
----------------------------------------
Verne S. Atwater

  /s/ Michael W. Azzara                    Director                                                April 15, 2004
----------------------------------------
Michael W. Azzara

  /s/ William G. Bardel                    Director                                                April 15, 2004
----------------------------------------
William G. Bardel

  /s/ Scott A. Belair                      Director                                                April 15, 2004
-------------------------------
Scott A. Belair

                                      -6-
Name                                       Title                                                        Date

  /s/ John D. Birchby                      Director                                                April 15, 2004
-------------------------------
John D. Birchby

  /s/ Kenneth L. Birchby                   Director                                                April 15, 2004
----------------------------------------
Kenneth L. Birchby

  /s/ Victoria H. Bruni                    Director                                                April 15, 2004
----------------------------------------
Victoria H. Bruni

  /s/ William J. Cosgrove                  Director                                                April 15, 2004
----------------------------------------
William J. Cosgrove

  /s/ Andrew J. Egner, JR.                 Director                                                April 15, 2004
----------------------------------------
Andrew J. Egner, Jr.

  /s/ John W. Klie                         Director                                                April 15, 2004
----------------------------------------
John W. Klie

  /s/ Donald O. Quest                      Director                                                April 15, 2004
----------------------------------------
Donald O. Quest

  /s/ Joseph G. Sponholz                   Director                                                April 15, 2004
----------------------------------------
Joseph G. Sponholz
-7-
EXHIBIT INDEX

  EXHIBIT NUMBER                                                DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------
4.1          Restricted Stock Award Notice dated April 15, 2004 between Hudson City Bancorp, Inc. and Ronald
                     J. Butkovich.
        4.2          Restricted  Stock Award Notice dated April 15, 2004 between Hudson City Bancorp, Inc. and J.
                     Christopher Nettleton.
        4.3          Stock  Option Agreement dated April 15, 2004 between Hudson City Bancorp, Inc. and Ronald J.
                     Butkovich.
        4.4          Stock Option Agreement dated April 15, 2004 between Hudson City Bancorp, Inc. and J. Christopher
                     Nettleton.
        4.5          Certificate of Incorporation of Hudson City Bancorp, Inc., incorporated herein by reference to
                     the  Registrant's Registration Statement No. 333-74383 on Form S-1, filed with the Commission on
                     March 15, 1999, as amended.
        4.6          By-Laws of Hudson City Bancorp, Inc., incorporated  herein by reference to the Registrant's
                     Current Report on Form 8-K, filed with the Commission on January 27, 2003.
         5           Opinion of Thacher Proffitt & Wood, LLP, counsel for the Registrant, as to legality.
       23.1          Consent of Thacher Proffitt & Wood, LLP (included in Exhibit 5 hereof).
       23.2          Consent of KPMG, LLP.
-8-