N-30D 1 main.htm

Fidelity

Money Market Trust:
Retirement Government
Money Market Portfolio

Annual Report

August 31, 2001

(2_fidelity_logos)(registered trademark)

Contents

Investments

<Click Here>

A complete list of the fund's investments.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

The fund seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity by investing in money market securities issued or guaranteed as to principal and interest by the U.S. Government, or by any of its agencies or instrumentalities.

Investments in the fund are neither insured nor guaranteed by the U.S. Government, and there can be no assurance that the fund will maintain a stable $1.00 share price.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested. Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call the appropriate number listed below. Read the prospectus carefully before you invest or send money.
Retirement Plan Level Accounts
Corporate Clients 1-800-962-1375
"Not For Profit" Clients 1-800-343-0860
Financial and Other Institutions
Nationwide 1-800-843-3001

Annual Report

Investments August 31, 2001

Showing Percentage of Net Assets

Federal Agencies - 62.9%

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Fannie Mae - 44.6%

Agency Coupons - 21.3%

9/3/01

3.79% (a)

$ 147,000,000

$ 146,985,472

9/4/01

3.53 (a)

70,000,000

69,997,468

9/4/01

3.58 (a)

112,000,000

111,947,191

9/4/01

3.59 (a)

125,000,000

124,957,427

9/4/01

3.60 (a)

91,000,000

90,943,245

10/10/01

3.63 (a)

100,000,000

99,904,200

10/10/01

3.64 (a)

52,000,000

51,961,984

10/25/01

3.53 (a)

37,000,000

36,981,379

10/30/01

3.54 (a)

60,000,000

59,969,579

11/21/01

6.39

47,000,000

46,995,755

11/27/01

4.00

66,000,000

66,354,300

12/6/01

6.20

65,000,000

64,992,341

6/28/02

3.97

111,575,000

111,575,000

1,083,565,341

Discount Notes - 23.3%

10/5/01

6.46

33,307,000

33,114,800

10/11/01

4.50

50,000,000

49,755,556

11/1/01

3.56

52,000,000

51,688,968

11/15/01

3.91

50,000,000

49,600,000

11/15/01

3.94

100,000,000

99,194,792

11/16/01

6.42

25,789,000

25,460,162

11/29/01

3.71

50,000,000

49,548,819

11/29/01

3.72

70,057,000

69,423,101

12/27/01

5.02

100,000,000

98,440,000

12/28/01

5.25

35,000,000

34,426,389

1/11/02

5.31

50,000,000

49,076,000

2/7/02

3.43

90,000,000

88,660,425

2/8/02

3.53

50,000,000

49,228,889

2/14/02

3.40

200,029,000

196,943,717

2/22/02

3.59

50,000,000

49,150,542

4/5/02

4.58

60,000,000

58,423,200

5/31/02

3.55

100,000,000

97,393,333

5/31/02

3.96

33,000,000

32,050,040

1,181,578,733

2,265,144,074

Federal Agencies - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Fannie Mae Defined Maturity pass thru trust - 1.7%

Discount Notes - 1.7%

9/4/01

3.91%

$ 88,000,000

$ 87,971,649

Federal Home Loan Bank - 4.4%

Agency Coupons - 4.4%

10/12/01

3.57 (a)

86,000,000

85,993,407

10/19/01

3.54 (a)

136,000,000

135,987,794

221,981,201

Freddie Mac - 12.2%

Agency Coupons - 1.1%

9/4/01

3.47 (a)

45,000,000

44,986,667

8/27/02

3.68

10,000,000

9,999,230

54,985,897

Discount Notes - 11.1%

11/1/01

3.55

45,386,000

45,115,298

11/8/01

3.83

60,000,000

59,573,867

11/8/01

3.85

50,000,000

49,642,056

11/8/01

6.48

9,095,000

8,990,377

11/8/01

6.50

25,000,000

24,711,944

11/15/01

3.43

67,000,000

66,525,417

12/6/01

6.28

52,000,000

51,181,867

1/31/02

5.01

25,000,000

24,496,500

2/27/02

3.57

40,000,000

39,303,889

2/28/02

3.42

100,000,000

98,320,000

4/24/02

4.22

35,000,000

34,073,545

6/26/02

3.79

62,000,000

60,121,607

562,056,367

617,042,264

TOTAL FEDERAL AGENCIES

3,192,139,188

U.S. Treasury Obligations - 0.5%

U.S. Treasury Notes - principal STRIPS - 0.5%

9/30/01

6.53

25,000,000

24,875,725

Repurchase Agreements - 36.5%

Maturity
Amount

Value
(Note 1)

In a joint trading account (U.S. Government Obligations) dated:

6/11/01 due 9/10/01 At 3.79%

$ 75,718,521

$ 75,000,000

8/17/01 due 9/12/01 At 3.54%

300,767,000

300,000,000

8/31/01 due 9/4/01 At 3.68%

1,478,859,157

1,478,255,000

TOTAL REPURCHASE AGREEMENTS

1,853,255,000

TOTAL INVESTMENT PORTFOLIO - 99.9%

5,070,269,913

NET OTHER ASSETS - 0.1%

6,746,199

NET ASSETS - 100%

$ 5,077,016,112

Total Cost for Income Tax Purposes $ 5,070,269,913

Legend

(a) The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due dates on these types of securities reflects the next interest rate reset date or, when applicable, the final maturity date.

Income Tax Information

A total of 11.97% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2002 of amounts for use in preparing 2001 income tax returns (unaudited).

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

August 31, 2001

Assets

Investment in securities, at value (including repurchase agreements of $1,853,255,000) -
See accompanying schedule

$ 5,070,269,913

Cash

332

Receivable for fund shares sold

20,273,910

Interest receivable

9,704,790

Total assets

5,100,248,945

Liabilities

Payable for fund shares redeemed

$ 21,427,169

Accrued management fee

1,795,522

Other payables and accrued expenses

10,142

Total liabilities

23,232,833

Net Assets

$ 5,077,016,112

Net Assets consist of:

Paid in capital

$ 5,077,017,372

Accumulated net realized gain (loss) on investments

(1,260)

Net Assets, for 5,076,767,230 shares outstanding

$ 5,077,016,112

Net Asset Value, offering price and redemption price per share ($5,077,016,112 ÷ 5,076,767,230 shares)

$1.00

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

Year ended August 31, 2001

Investment Income

Interest

$ 266,253,308

Expenses

Management fee

$ 20,153,623

Non-interested trustees' compensation

17,505

Total expenses before reductions

20,171,128

Expense reductions

(1,471,541)

18,699,587

Net investment income

247,553,721

Net Realized Gain (Loss) on Investments

384,591

Net increase in net assets resulting from operations

$ 247,938,312

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Year ended
August 31,
2001

Year ended
August 31,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 247,553,721

$ 244,286,625

Net realized gain (loss)

384,591

22,668

Net increase (decrease) in net assets resulting
from operations

247,938,312

244,309,293

Distributions to shareholders from net investment income

(247,553,721)

(244,286,625)

Share transactions at net asset value of $1.00 per share
Proceeds from sales of shares

4,709,869,192

7,826,728,860

Reinvestment of distributions from net
investment income

247,522,369

243,788,786

Cost of shares redeemed

(4,451,774,908)

(7,698,449,981)

Net increase (decrease) in net assets and shares resulting from share transactions

505,616,653

372,067,665

Total increase (decrease) in net assets

506,001,244

372,090,333

Net Assets

Beginning of period

4,571,014,868

4,198,924,535

End of period

$ 5,077,016,112

$ 4,571,014,868

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended August 31,

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning
of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations
Net investment income

.052

.056

.048

.053

.052

Less Distributions

From net investment income

(.052)

(.056)

(.048)

(.053)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return A

5.32%

5.74%

4.86%

5.41%

5.31%

Ratios to Average Net Assets

Expenses before expense
reductions

.42%

.42%

.42%

.42%

.42%

Expenses net of voluntary
waivers, if any

.42%

.42%

.42%

.42%

.42%

Expenses net of all reductions

.39% B

.39% B

.39% B

.39% B

.39% B

Net investment income

5.15%

5.60%

4.75%

5.28%

5.16%

Supplemental Data

Net assets, end of period
(in millions)

$ 5,077

$ 4,571

$ 4,199

$ 3,402

$ 2,900

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the fund's expenses.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended August 31, 2001

1. Significant Accounting Policies.

Retirement Government Money Market Portfolio (the fund) is a fund of Fidelity Money Market Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. As permitted under Rule 2a-7 of the 1940 Act, and certain conditions therein, securities are valued initially at cost and thereafter assume a constant amortization to maturity of any discount or premium. Investments in open-end investment companies are valued at their net asset value each business day.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes, if any, under the caption "Income Tax Information."

Investment Income. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net investment income.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

2. Operating Policies.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the fund's investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

3. Joint Trading Account.

At the end of the period, the fund had 20% or more of its total investments in repurchase agreements through a joint trading account. These repurchase agreements were with entities whose creditworthiness has been reviewed and found satisfactory by FMR. The investments in repurchase agreements through the joint trading account are summarized as follows:

Summary of Joint Trading

Dated June 11, 2001, due September 10, 2001

3.79%

Number of dealers or banks

1

Maximum amount with one dealer or bank

100%

Aggregate principal amount of agreements

$250,000,000

Aggregate maturity amount of agreements

$252,395,069

Aggregate market value of transferred assets

$262,496,873

Coupon rates of transferred assets

0.00% to 7.00%

Maturity dates of transferred assets

5/1/23 to 9/1/34

Dated August 17, 2001, due September 12, 2001

3.54%

Number of dealers or banks

1

Maximum amount with one dealer or bank

100%

Aggregate principal amount of agreements

$500,000,000

Aggregate maturity amount of agreements

$501,278,333

Aggregate market value of transferred assets

$510,819,994

Coupon rates of transferred assets

5.50% to 9.00%

Maturity dates of transferred assets

12/1/09 to 9/1/31

Annual Report

Notes to Financial Statements - continued

3. Joint Trading Account - continued

Summary of Joint Trading - continued

Dated August 31, 2001, due September 4, 2001

3.68%

Number of dealers or banks

15

Maximum amount with one dealer or bank

20.3%

Aggregate principal amount of agreements

$15,542,088,000

Aggregate maturity amount of agreements

$15,548,439,996

Aggregate market value of transferred assets

$15,858,303,847

Coupon rates of transferred assets

0.00% to 14.50%

Maturity dates of transferred assets

9/1/01 to 5/1/39

4. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a fee that is computed daily at an annual rate of .42% of the fund's average net assets. FMR pays all other expenses, except the compensation of the non-interested Trustees and certain exceptions such as interest, taxes, brokerage commissions and extraordinary expenses. The management fee paid to FMR by the fund is reduced by an amount equal to the fees and expenses paid by the fund to the non-interested Trustees.

Sub-Adviser Fee. As the fund's investment sub-adviser, Fidelity Investments Money Management, Inc., an affiliate of FMR, receives a fee from FMR of 50% of the management fee payable to FMR. The fee is paid prior to any voluntary expense reimbursements which may be in effect.

Money Market Insurance. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. FMR has borne the cost of the fund's premium payable to FIDFUNDS.

5. Expense Reductions.

Through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's expenses by $1,471,541.

Annual Report

Report of Independent Accountants

To the Trustees of Fidelity Money Market Trust and the Shareholders of Retirement Government Money Market Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Retirement Government Money Market Portfolio (a fund of Fidelity Money Market Trust) at August 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Retirement Government Money Market Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
October 12, 2001

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management &
Research Company
Boston, MA

Sub-Adviser

Fidelity Investments Money
Management, Inc.

Officers

Edward C. Johnson 3d, President
Abigail P. Johnson, Senior Vice President
Dwight D. Churchill, Vice President
Boyce I. Greer, Vice President
Robert A. Litterst, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
Stanley N. Griffith,
Assistant Vice President
John H. Costello, Assistant Treasurer
Paul F. Maloney, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer

Board of Trustees

J. Michael Cook *

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Abigail P. Johnson

Edward C. Johnson 3d

Donald J. Kirk *

Marie L. Knowles *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

* Independent trustees

Advisory Board

Robert C. Pozen

William S. Stavropoulos

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Custodian

The Bank of New York

New York, NY

RGM-PRO-1001 145484
1.700907.104

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

Fidelity

Money Market Trust:
Retirement Money Market
Portfolio

Annual Report

August 31, 2001

(2_fidelity_logos)(registered trademark)

Contents

Investments

<Click Here>

A complete list of the fund's investments.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

The fund seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity by investing in high-quality, short-term money market securities.

Investments in the fund are neither insured nor guaranteed by the U.S. Government, and there can be no assurance that the fund will maintain a stable $1.00 share price.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested. Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call the appropriate number listed below. Read the prospectus carefully before you invest or send money.
Retirement Plan Level Accounts
Corporate Clients 1-800-962-1375
"Not For Profit" Clients 1-800-343-0860
Financial and Other Institutions
Nationwide 1-800-843-3001

Annual Report

Investments August 31, 2001

Showing Percentage of Net Assets

Certificates of Deposit - 32.0%

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 1.1%

Chase Manhattan Bank USA NA

9/4/01

3.88%

$ 35,000,000

$ 35,000,000

Citibank NA, New York

12/4/01

3.41

50,000,000

50,000,000

Firstar Bank NA

9/6/01

4.00

30,000,000

30,000,000

11/5/01

3.88

30,000,000

30,000,000

145,000,000

London Branch, Eurodollar, Foreign Banks - 17.7%

Abbey National Treasury Services PLC

10/22/01

3.62

35,000,000

35,000,000

11/20/01

3.61

55,000,000

55,000,000

2/20/02

3.50

95,000,000

95,000,000

Alliance & Leicester PLC

9/13/01

3.82

75,000,000

75,000,124

Bank of Scotland Treasury Services PLC

5/15/02

3.62

35,000,000

35,002,421

Barclays Bank PLC

9/10/01

3.76

60,000,000

60,000,000

9/28/01

3.52

250,000,000

250,000,000

11/16/01

3.92

54,000,000

54,013,364

11/16/01

4.06

125,000,000

125,000,000

Bayerische Hypo-und Vereinsbank AG

9/10/01

4.13

81,000,000

81,000,000

11/13/01

3.50

25,000,000

25,000,000

11/20/01

3.65

150,000,000

150,000,000

Commerzbank AG

9/18/01

3.77

70,000,000

70,000,000

Credit Agricole Indosuez

12/7/01

3.85

185,000,000

185,002,445

Deutsche Bank AG

10/22/01

4.65

70,000,000

70,000,000

11/21/01

3.95

85,000,000

84,996,251

Dresdner Bank AG

12/10/01

3.83

65,000,000

65,000,000

Halifax PLC

9/18/01

3.95

30,000,000

29,999,423

9/28/01

4.65

100,000,000

100,000,000

11/23/01

4.00

30,000,000

30,000,000

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

London Branch, Eurodollar, Foreign Banks - continued

ING Bank NV

9/5/01

3.85%

$ 95,000,000

$ 95,000,000

9/10/01

4.16

50,000,000

50,000,000

10/9/01

3.75

20,000,000

20,000,000

2/11/02

3.56

80,000,000

80,000,000

2/13/02

3.50

30,000,000

30,000,000

Landesbank Baden-Wuerttemberg

10/11/01

3.53

60,000,000

60,004,407

11/21/01

3.94

30,000,000

30,000,331

Lloyds TSB Bank PLC

10/24/01

4.20

50,000,000

50,003,568

Merita Bank PLC

11/23/01

4.00

50,000,000

50,000,000

Norddeutsche Landesbank Girozentrale

11/19/01

3.90

50,000,000

50,002,106

UBS AG

5/3/02

3.60

125,000,000

125,000,000

Westdeutsche Landesbank Girozentrale

12/3/01

3.92

35,000,000

35,000,000

2/20/02

3.52

30,000,000

30,000,704

2,380,025,144

New York Branch, Yankee Dollar, Foreign Banks - 13.2%

Barclays Bank PLC

9/4/01

3.57 (a)

65,000,000

64,994,611

BNP Paribas SA

9/12/01

3.81

150,000,000

150,000,000

9/25/01

3.95

70,000,000

70,000,000

2/20/02

3.50

95,000,000

95,000,000

5/6/02

3.63

60,000,000

60,000,000

Commerzbank AG

9/24/01

3.97

55,000,000

55,000,000

10/17/01

3.70

150,000,000

150,000,000

11/9/01

3.50

75,000,000

75,008,355

Credit Agricole Indosuez

9/21/01

3.66

25,000,000

25,000,000

5/6/02

3.61

200,000,000

200,000,000

Danske Corp.

11/26/01

4.00

25,000,000

25,000,000

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

New York Branch, Yankee Dollar, Foreign Banks - continued

Deutsche Bank AG

10/16/01

3.50%

$ 100,000,000

$ 100,000,000

National Westminster Bank PLC

9/25/01

3.95

230,000,000

230,000,000

7/5/02

4.10

160,000,000

159,986,941

RaboBank Nederland Coop. Central

11/15/01

4.00

100,000,000

100,000,000

Royal Bank of Canada

7/5/02

4.10

100,000,000

99,991,836

Societe Generale

9/21/01

3.52 (a)

50,000,000

49,998,630

Westdeutsche Landesbank Girozentrale

11/26/01

3.94

65,000,000

65,000,000

1,774,980,373

TOTAL CERTIFICATES OF DEPOSIT

4,300,005,517

Commercial Paper - 37.6%

Abbey National NA

10/12/01

4.18

11,500,000

11,445,516

American Home Products Corp.

9/21/01

3.72

5,000,000

4,989,722

10/19/01

3.58

10,000,000

9,952,533

Amsterdam Funding Corp.

9/11/01

3.80

30,000,000

29,968,667

9/17/01

3.59

100,000,000

99,840,889

9/21/01

3.58

100,000,000

99,801,667

9/24/01

3.55

50,000,000

49,886,917

9/26/01

3.52

50,000,000

49,878,125

Associates First Capital BV

9/12/01

3.62

20,000,000

19,977,939

9/20/01

3.56

75,000,000

74,859,479

10/5/01

3.55

35,000,000

34,882,983

AT&T Corp.

10/15/01

4.10

55,000,000

54,727,078

10/24/01

4.08

95,000,000

94,434,961

Centric Capital Corp.

9/24/01

3.52

41,180,000

41,087,654

10/17/01

4.24

7,500,000

7,460,229

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Citibank Credit Card Master Trust I (Dakota Certificate Program)

9/12/01

3.62%

$ 21,750,000

$ 21,726,009

9/21/01

3.58

30,000,000

29,940,500

9/24/01

3.53

15,000,000

14,966,267

10/5/01

3.55

55,000,000

54,816,376

Citicorp

9/11/01

3.63

30,000,000

29,969,833

9/11/01

3.64

155,000,000

154,843,708

9/12/01

3.63

45,000,000

44,950,225

9/25/01

3.54

50,000,000

49,882,333

ConAgra Foods, Inc.

9/10/01

3.67

20,000,000

19,981,650

9/10/01

3.69

15,000,000

14,986,163

9/21/01

3.65

9,000,000

8,981,800

9/21/01

3.71

13,000,000

12,973,278

9/27/01

3.66

10,000,000

9,973,711

9/27/01

3.67

25,000,000

24,934,097

Corporate Asset Funding Co.

9/10/01

3.73

25,000,000

24,976,813

CXC, Inc.

9/18/01

3.76

50,000,000

49,912,167

Danske Corp.

9/18/01

3.66

40,000,000

39,931,150

11/5/01

3.50

15,000,000

14,906,021

Delaware Funding Corp.

9/17/01

3.60

150,000,000

149,760,667

9/21/01

3.53

15,000,000

14,970,667

Deutsche Bank Financial, Inc.

11/19/01

4.03

200,000,000

198,266,389

Dominion Resources, Inc.

9/10/01

3.82

10,000,000

9,990,475

Dresdner U.S. Finance, Inc.

10/24/01

4.20

75,000,000

74,546,188

Edison Asset Securitization LLC

9/6/01

3.70

75,000,000

74,961,563

10/11/01

3.52

40,000,000

39,844,444

Falcon Asset Securitization Corp.

9/18/01

3.58

50,000,000

49,915,708

9/19/01

3.59

127,915,000

127,686,352

9/24/01

3.52

56,217,000

56,090,933

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Falcon Asset Securitization Corp. - continued

9/24/01

3.57%

$ 49,350,000

$ 49,237,756

9/25/01

3.54

55,000,000

54,870,567

9/28/01

3.55

15,000,000

14,960,175

Ford Motor Credit Co.

10/4/01

3.63

30,000,000

29,900,450

10/9/01

3.63

45,000,000

44,828,525

Fortis Funding LLC

9/6/01

3.70

71,990,000

71,953,105

10/12/01

4.20

34,000,000

33,838,141

General Electric Capital Corp.

9/7/01

3.78

100,000,000

99,937,500

10/2/01

3.85

40,000,000

39,869,111

11/14/01

4.00

100,000,000

99,194,222

12/10/01

3.81

40,000,000

39,584,444

12/14/01

3.95

50,000,000

49,442,444

3/25/02

3.60

20,000,000

19,599,111

General Electric Capital Services, Inc.

3/12/02

3.41

50,000,000

49,108,000

General Motors Acceptance Corp.

10/9/01

3.61

50,000,000

49,810,528

Goldman Sachs Group, Inc.

10/11/01

3.92

15,000,000

14,935,667

Heller Financial, Inc.

9/19/01

3.77

15,000,000

14,971,875

9/24/01

3.66

15,000,000

14,965,021

10/9/01

3.64

10,000,000

9,961,789

10/11/01

3.64

15,000,000

14,939,667

10/16/01

3.67

10,000,000

9,954,375

Jupiter Securitization Corp.

9/10/01

3.62

57,825,000

57,772,813

9/11/01

3.62

66,975,000

66,907,839

9/19/01

3.61

55,000,000

54,901,000

9/24/01

3.59

15,350,000

15,314,891

10/19/01

3.68

30,000,000

29,854,000

2/14/02

3.51

5,000,000

4,920,458

Kellogg Co.

11/28/01

3.75

15,000,000

14,863,967

Lloyds TSB Bank PLC

12/19/01

3.65

22,000,000

21,761,199

Montauk Funding Corp.

9/13/01

3.69

75,000,000

74,908,000

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

New Center Asset Trust

9/19/01

3.59%

$ 100,000,000

$ 99,821,000

9/26/01

3.54

30,000,000

29,926,458

Newport Funding Corp.

9/7/01

3.70

50,000,000

49,969,250

Park Avenue Receivables Corp.

9/24/01

3.52

96,897,000

96,679,708

9/24/01

3.55

15,729,000

15,693,426

PHH Corp.

10/25/01

3.93

10,000,000

9,941,650

10/26/01

3.93

13,000,000

12,922,740

10/30/01

3.92

10,000,000

9,936,411

Preferred Receivables Funding Corp.

9/7/01

3.68

201,880,000

201,756,517

9/10/01

3.66

80,000,000

79,927,000

9/26/01

3.57

335,225,000

334,396,248

2/25/02

3.69

5,000,000

4,911,254

Qwest Capital Funding, Inc.

9/28/01

3.71

20,000,000

19,944,500

Santander Finance, Inc.

10/12/01

4.13

30,000,000

29,859,233

11/26/01

3.90

25,000,000

24,771,264

2/13/02

3.53

60,000,000

59,047,125

Sears Roebuck Acceptance Corp.

9/13/01

3.71

20,000,000

19,975,333

9/21/01

3.64

10,000,000

9,979,833

9/26/01

4.04

15,000,000

14,958,333

9/28/01

4.04

10,000,000

9,970,000

10/5/01

4.04

10,000,000

9,962,222

Three Rivers Funding Corp.

9/24/01

3.55

40,240,000

40,148,991

Tyco International Group SA

9/14/01

3.61

50,000,000

49,935,000

9/19/01

3.61

20,000,000

19,964,000

9/21/01

3.64

15,000,000

14,969,750

9/24/01

3.81

15,000,000

14,963,775

UBS Finance, Inc.

9/4/01

3.70

200,000,000

199,938,333

Variable Funding Capital Corp.

9/13/01

3.67

100,000,000

99,878,000

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Wells Fargo Financial, Inc.

9/14/01

3.70%

$ 30,000,000

$ 29,960,133

Westpac Trust Securities Ltd.

12/4/01

3.90

15,000,000

14,850,383

Windmill Funding Corp.

9/6/01

3.70

100,000,000

99,948,750

9/10/01

3.64

30,000,000

29,972,775

9/19/01

3.65

15,000,000

14,972,850

TOTAL COMMERCIAL PAPER

5,042,798,731

Federal Agencies - 8.4%

Fannie Mae - 4.3%

Agency Coupons - 1.1%

9/4/01

3.60 (a)

150,000,000

149,906,448

Discount Notes - 3.2%

10/19/01

3.94

50,000,000

49,742,000

11/1/01

3.92

100,000,000

99,347,639

11/29/01

3.83

75,000,000

74,302,833

4/19/02

3.98

75,000,000

73,164,792

5/3/02

4.03

85,445,000

83,197,986

7/12/02

3.61

50,000,000

48,477,972

428,233,222

578,139,670

Federal Home Loan Bank - 3.0%

Discount Notes - 3.0%

9/21/01

3.47

200,000,000

199,615,556

9/21/01

4.37

150,000,000

149,643,333

10/31/01

3.93

50,000,000

49,678,750

398,937,639

Freddie Mac - 1.1%

Discount Notes - 1.1%

3/22/02

4.06

150,000,000

146,700,667

TOTAL FEDERAL AGENCIES

1,123,777,976

Bank Notes - 2.0%

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

American Express Centurion Bank

9/5/01

3.71% (a)

$ 20,000,000

$ 20,000,000

9/17/01

3.61 (a)

20,000,000

20,000,000

Bank of America NA

9/7/01

4.15

105,000,000

105,000,000

9/17/01

4.26

50,000,000

50,000,000

Comerica Bank, Detroit

9/4/01

3.64 (a)

30,000,000

29,999,805

Lasalle Bank NA

9/11/01

3.79

50,000,000

50,000,000

TOTAL BANK NOTES

274,999,805

Master Notes - 1.1%

General Motors Acceptance Corp. Mortgage Credit

10/1/01

3.70

45,000,000

44,861,903

Goldman Sachs Group, Inc.

9/20/01

4.07 (b)

50,000,000

50,000,000

10/9/01

3.80 (b)

50,000,000

50,000,000

TOTAL MASTER NOTES

144,861,903

Medium-Term Notes - 5.1%

Associates Corp. of North America

10/1/01

3.71 (a)

100,000,000

100,000,000

AT&T Corp.

11/6/01

4.53 (a)

128,000,000

128,000,000

Bank of Scotland Treasury Services PLC

10/25/01

3.80 (a)

20,000,000

20,011,308

BMW U.S. Capital Corp.

9/24/01

3.58 (a)

25,000,000

25,000,000

6/7/02

4.25

25,000,000

24,985,420

CIESCO LP

9/17/01

3.59 (a)

10,000,000

10,000,000

Citigroup, Inc.

9/12/01

3.64 (a)

30,000,000

30,000,000

General Motors Acceptance Corp. Mortgage Credit

9/4/01

3.80 (a)

45,000,000

44,985,764

9/4/01

3.81 (a)

85,000,000

84,973,037

10/15/01

3.82 (a)

75,000,000

74,682,426

Medium-Term Notes - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Merrill Lynch & Co., Inc.

9/20/01

3.64% (a)

$ 50,000,000

$ 50,000,000

Northern Rock PLC

9/12/01

3.67 (a)

45,000,000

45,000,434

URI Trust 2000-1

9/18/01

3.93 (a)(b)

27,000,000

27,000,000

Variable Funding Capital Corp.

9/21/01

3.57 (a)

25,000,000

25,000,000

TOTAL MEDIUM-TERM NOTES

689,638,389

Short-Term Notes - 1.8%

Jackson National Life Insurance Co.

10/1/01

3.95 (a)(b)

36,000,000

36,000,000

Monumental Life Insurance Co.

9/1/01

3.90 (a)(b)

10,000,000

10,000,000

9/1/01

3.93 (a)(b)

45,000,000

45,000,000

New York Life Insurance Co.

10/1/01

3.89 (a)(b)

35,000,000

35,000,000

10/1/01

3.91 (a)(b)

25,000,000

25,000,000

11/29/01

3.62 (a)(b)

25,000,000

25,000,000

Pacific Life Insurance Co.

9/7/01

4.04 (a)(b)

10,000,000

10,000,000

Transamerica Occidental Life Insurance Co.

11/1/01

3.85 (a)(b)

55,000,000

55,000,000

TOTAL SHORT-TERM NOTES

241,000,000

Time Deposits - 3.0%

Bayerische Hypo-und Vereinsbank AG

9/4/01

3.70

400,000,000

400,000,000

Repurchase Agreements - 9.4%

Maturity
Amount

Value
(Note 1)

In a joint trading account (U.S. Government Obligations) dated 8/31/01 due 9/4/01 At 3.68%

$ 925,307,015

$ 924,929,000

With:

Deutsche Bank Securities, Inc. At 3.77%, dated 8/31/01 due 9/4/01 (Corporate Obligations) (principal amount $102,000,000) 0% - 9.4%,
3/1/03 - 2/1/31

100,041,889

100,000,000

J.P. Morgan Securities At 3.75%, dated 8/31/01
due 9/4/01 (Corporate Obligations) (principal amount $132,600,880) 6.45% - 7.63%,
11/1/03 - 12/31/49

130,054,167

130,000,000

Morgan Stanley & Co. At 3.75%, dated 8/31/01 due 9/4/01 (Commercial Paper Obligations) (principal amount $102,982,180) 0%, 9/13/01 - 11/14/01

100,041,667

100,000,000

TOTAL REPURCHASE AGREEMENTS

1,254,929,000

TOTAL INVESTMENT PORTFOLIO - 100.4%

13,472,011,321

NET OTHER ASSETS - (0.4)%

(57,568,593)

NET ASSETS - 100%

$ 13,414,442,728

Total Cost for Income Tax Purposes $ 13,472,011,321

Legend

(a) The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due dates on these types of securities reflects the next interest rate reset date or, when applicable, the final maturity date.

(b) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition
Date

Cost

Goldman Sachs Group, Inc.:
3.80%, 10/9/01

7/10/01

$ 50,000,000

4.07%, 9/20/01

5/24/01

$ 50,000,000

Jackson National Life Insurance Co. 3.95%, 10/1/01

7/6/99

$ 36,000,000

Monumental Life Insurance Co.: 3.90%, 9/1/01

7/31/98

$ 10,000,000

3.93%, 9/1/01

3/12/99

$ 45,000,000

New York Life Insurance Co.: 3.62%, 11/29/01

8/27/01

$ 25,000,000

3.89%, 10/1/01

4/18/01

$ 35,000,000

3.91%, 10/1/01

12/20/00

$ 25,000,000

Pacific Life Insurance Co. 4.04%, 9/7/01

9/8/00

$ 10,000,000

Transamerica Occidental Life Insurance Co. 3.85%, 11/1/01

4/28/00

$ 55,000,000

URI Trust 2000-1 3.93%, 9/18/01

12/15/00

$ 27,000,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $368,000,000 or 2.7% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $54,728,750. The weighted average interest rate was 5.68%. Interest earned from the interfund lending program amounted to $103,701 and is included in interest income on the Statement of Operations. At period end there were no interfund loans outstanding.

Income Tax Information

At August 31, 2001, the fund had a capital loss carryforward of approximately $114,000 of which $64,000, $1,000 and $49,000 will expire on August 31, 2005, 2006 and 2008, respectively.

A total of 1.00% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2002 of amounts for use in preparing 2001 income tax returns (unaudited).

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

August 31, 2001

Assets

Investment in securities, at value (including repurchase agreements of $1,254,929,000) -
See accompanying schedule

$ 13,472,011,321

Receivable for fund shares sold

145,460,605

Interest receivable

39,066,027

Other receivables

581

Total assets

13,656,538,534

Liabilities

Payable for investments purchased

$ 124,682,426

Payable for fund shares redeemed

112,642,989

Accrued management fee

4,753,810

Other payables and accrued expenses

16,581

Total liabilities

242,095,806

Net Assets

$ 13,414,442,728

Net Assets consist of:

Paid in capital

$ 13,414,556,817

Accumulated net realized gain (loss) on investments

(114,089)

Net Assets, for 13,414,484,807 shares outstanding

$ 13,414,442,728

Net Asset Value, offering price and redemption price per share ($13,414,442,728 ÷ 13,414,484,807 shares)

$1.00

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

Year ended August 31, 2001

Investment Income

Interest

$ 666,696,642

Expenses

Management fee

$ 50,575,658

Non-interested trustees' compensation

35,718

Total expenses before reductions

50,611,376

Expense reductions

(4,228,440)

46,382,936

Net investment income

620,313,706

Net Realized Gain (Loss) on Investments

283,200

Net increase in net assets resulting from operations

$ 620,596,906

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Year ended
August 31,
2001

Year ended
August 31,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 620,313,706

$ 596,577,799

Net realized gain (loss)

283,200

(142,353)

Net increase (decrease) in net assets resulting
from operations

620,596,906

596,435,446

Distributions to shareholders from net investment income

(620,313,706)

(596,577,799)

Share transactions at net asset value of $1.00 per share
Proceeds from sales of shares

14,122,466,305

18,811,440,179

Reinvestment of distributions from net
investment income

620,248,455

596,372,134

Cost of shares redeemed

(11,570,972,295)

(19,475,728,245)

Net increase (decrease) in net assets and shares resulting from share transactions

3,171,742,465

(67,915,932)

Total increase (decrease) in net assets

3,172,025,665

(68,058,285)

Net Assets

Beginning of period

10,242,417,063

10,310,475,348

End of period

$ 13,414,442,728

$ 10,242,417,063

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended August 31,

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning
of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations
Net investment income

.052

.058

.049

.053

.052

Less Distributions

From net investment income

(.052)

(.058)

(.049)

(.053)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return A

5.36%

5.91%

4.97%

5.46%

5.37%

Ratios to Average Net Assets

Expenses before expense
reductions

.42%

.42%

.42%

.42%

.42%

Expenses net of voluntary
waivers, if any

.42%

.42%

.42%

.42%

.42%

Expenses net of all reductions

.38% B

.38% B

.38% B

.39% B

.39% B

Net investment income

5.15%

5.75%

4.85%

5.33%

5.21%

Supplemental Data

Net assets, end of period
(in millions)

$ 13,414

$ 10,242

$ 10,310

$ 7,922

$ 6,227

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the fund's expenses.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended August 31, 2001

1. Significant Accounting Policies.

Retirement Money Market Portfolio (the fund) is a fund of Fidelity Money Market Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. As permitted under Rule 2a-7 of the 1940 Act, and certain conditions therein, securities are valued initially at cost and thereafter assume a constant amortization to maturity of any discount or premium. Investments in open-end investment companies are valued at their net asset value each business day.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes, if any, under the caption "Income Tax Information."

Investment Income. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the fund or are invested in a cross-section of other Fidelity money market funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net investment income.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Annual Report

Notes to Financial Statements - continued

2. Operating Policies.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the fund's investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Restricted Securities. The fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the captions "Legend" and/or "Other Information" at the end of the fund's Schedule of Investments.

3. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a fee that is computed daily at an annual rate of .42% of the fund's average net assets. FMR pays all other expenses, except the compensation of the non-interested Trustees and certain exceptions such as interest, taxes, brokerage commissions and extraordinary expenses. The management fee paid to FMR by the fund is reduced by an amount equal to the fees and expenses paid by the fund to the non-interested Trustees.

Sub-Adviser Fee. As the fund's investment sub-adviser, Fidelity Investments Money Management, Inc., an affiliate of FMR, receives a fee from FMR of 50% of the management fee payable to FMR. The fee is paid prior to any voluntary expense reimbursements which may be in effect.

Money Market Insurance. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy

Annual Report

Notes to Financial Statements - continued

3. Fees and Other Transactions with Affiliates - continued

Money Market Insurance - continued

or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. FMR has borne the cost of the fund's premium payable to FIDFUNDS.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Expense Reductions.

Through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's expenses by $4,228,440.

Annual Report

Report of Independent Accountants

To the Trustees of Fidelity Money Market Trust and the Shareholders of Retirement Money Market Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Retirement Money Market Portfolio (a fund of Fidelity Money Market Trust) at August 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Retirement Money Market Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
October 12, 2001

Annual Report

Investment Adviser

Fidelity Management &
Research Company
Boston, MA

Sub-Adviser

Fidelity Investments Money
Management, Inc.

Officers

Edward C. Johnson 3d, President
Abigail P. Johnson, Senior Vice President
Dwight D. Churchill, Vice President
Boyce I. Greer, Vice President
Robert K. Duby, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
Stanley N. Griffith,
Assistant Vice President
John H. Costello, Assistant Treasurer
Paul F. Maloney, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer

Board of Trustees

J. Michael Cook *

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Abigail P. Johnson

Edward C. Johnson 3d

Donald J. Kirk *

Marie L. Knowles *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Advisory Board

Robert C. Pozen

William S. Stavropoulos

* Independent trustees

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Custodian

The Bank of New York

New York, NY

RMM-PRO-1001 145483
1.703301.104

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com