N-30D 1 main.htm

Fidelity

Money Market Trust
Retirement Government
Money Market Portfolio

Semiannual Report

February 28, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

Investments

<Click Here>

A complete list of the fund's investments.

Financial Statements

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

Notes

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Notes to the financial statements.

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

Semiannual Report

Investments February 28, 2002 (Unaudited)

Showing Percentage of Net Assets

Federal Agencies - 81.0%

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Fannie Mae - 60.4%

Agency Coupons - 19.9%

3/1/02

1.74% (a)

$ 41,000,000

$ 40,982,977

3/1/02

1.78 (a)

91,000,000

90,941,551

3/4/02

1.70 (a)

112,000,000

111,969,472

3/4/02

1.71 (a)

125,000,000

124,976,788

3/5/02

1.74 (a)

300,000,000

299,930,862

3/11/02

1.70 (a)

50,000,000

49,958,884

4/10/02

1.66 (a)

152,000,000

151,915,016

4/25/02

1.63 (a)

37,000,000

36,989,423

4/30/02

1.70 (a)

60,000,000

59,982,565

5/1/02

1.68 (a)

55,000,000

54,945,499

1,022,593,037

Discount Notes - 40.5%

3/7/02

3.25

400,000,000

399,786,663

4/5/02

4.58

60,000,000

59,744,500

4/25/02

2.18

175,000,000

174,422,500

5/9/02

2.02

142,500,000

141,953,750

5/15/02

1.77

174,815,000

174,174,012

5/23/02

2.02

25,000,000

24,884,722

5/30/02

1.84

50,000,000

49,772,500

5/30/02

1.85

100,000,000

99,542,500

5/31/02

3.55

100,000,000

99,127,917

5/31/02

3.96

33,000,000

32,682,183

6/27/02

1.87

85,000,000

84,484,569

7/15/02

1.89

50,000,000

49,646,778

7/24/02

1.90

120,000,000

119,088,917

7/31/02

1.84

75,000,000

74,423,667

8/5/02

1.86

50,000,000

49,598,778

8/7/02

1.86

60,121,000

59,632,417

8/8/02

1.88

50,000,000

49,586,667

8/9/02

1.88

40,000,000

39,667,267

8/12/02

1.98

63,000,000

62,440,350

8/14/02

1.90

25,000,000

24,783,278

10/18/02

2.23

24,000,000

23,664,280

Federal Agencies - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Fannie Mae - continued

Discount Notes - continued

11/15/02

2.41%

$ 110,000,000

$ 108,140,236

12/13/02

2.27

75,000,000

73,672,625

2,074,921,076

3,097,514,113

Federal Home Loan Bank - 5.7%

Agency Coupons - 5.7%

3/21/02

1.71 (a)

180,000,000

179,886,517

3/28/02

1.72 (a)

53,560,000

53,525,779

4/21/02

1.67 (a)

57,000,000

56,959,403

290,371,699

Freddie Mac - 14.9%

Agency Coupons - 1.5%

10/15/02

2.00

75,000,000

76,942,290

Discount Notes - 13.4%

3/28/02

2.31

80,000,000

79,862,900

4/24/02

4.22

35,000,000

34,787,113

4/25/02

2.18

63,000,000

62,792,100

5/23/02

1.99

50,000,000

49,772,326

6/26/02

3.79

62,000,000

61,262,510

7/8/02

2.24

64,900,000

64,388,372

8/15/02

1.85

125,000,000

123,935,955

8/15/02

1.89

50,000,000

49,566,264

8/28/02

2.06

65,000,000

64,340,250

9/9/02

1.94

100,000,000

98,976,000

689,683,790

766,626,080

TOTAL FEDERAL AGENCIES

4,154,511,892

U.S. Treasury Obligations - 2.7%

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

U.S. Treasury Bills - 1.7%

4/25/02

2.13%

$ 90,000,000

$ 89,709,875

U.S. Treasury Notes - 1.0%

9/30/02

1.98

25,000,000

25,569,485

12/31/02

1.80

25,000,000

25,677,013

51,246,498

TOTAL U.S. TREASURY OBLIGATIONS

140,956,373

Repurchase Agreements - 19.9%

Maturity Amount

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

12/14/01 due 3/14/02 At 1.75%

$ 50,218,750

50,000,000

12/20/01 due 3/19/02 At 1.79%

50,221,264

50,000,000

2/13/02 due 3/6/02 At 1.8%

100,105,000

100,000,000

2/14/02 due 7/17/02 At 1.89%

100,803,250

100,000,000

2/15/02 due 7/19/02 At 1.89%

60,485,100

60,000,000

2/28/02 due 3/1/02 At 1.91%

658,901,880

658,867,000

TOTAL REPURCHASE AGREEMENTS

1,018,867,000

TOTAL INVESTMENT PORTFOLIO - 103.6%

5,314,335,265

NET OTHER ASSETS - (3.6)%

(186,835,951)

NET ASSETS - 100%

$ 5,127,499,314

Total Cost for Income Tax Purposes $ 5,314,335,265

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 reflect the next interest rate reset date or, when applicable, the final maturity date.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

February 28, 2002 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $1,018,867,000) - See accompanying schedule

$ 5,314,335,265

Receivable for fund shares sold

12,965,314

Interest receivable

4,720,456

Other receivables

207,919

Total assets

5,332,228,954

Liabilities

Payable to custodian bank

$ 226

Payable for fund shares redeemed

202,870,579

Accrued management fee

1,850,904

Other payables and accrued expenses

7,931

Total liabilities

204,729,640

Net Assets

$ 5,127,499,314

Net Assets consist of:

Paid in capital

$ 5,127,388,166

Accumulated net realized gain (loss) on investments

111,148

Net Assets, for 5,127,138,024 shares outstanding

$ 5,127,499,314

Net Asset Value, offering price and redemption price per share ($5,127,499,314 ÷ 5,127,138,024 shares)

$ 1.00

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended February 28, 2002 (Unaudited)

Investment Income

Interest

$ 74,246,776

Expenses

Management fee

$ 11,106,092

Non-interested trustees' compensation

4,985

Total expenses before reductions

11,111,077

Expense reductions

(373,907)

10,737,170

Net investment income

63,509,606

Net Realized Gain (Loss) on Investment securities

112,408

Net increase in net assets resulting from operations

$ 63,622,014

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

Semiannual Report

Statement of Changes in Net Assets

Six months ended February 28, 2002 (Unaudited)

Year ended
August 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 63,509,606

$ 247,553,721

Net realized gain (loss)

112,408

384,591

Net increase (decrease) in net assets resulting
from operations

63,622,014

247,938,312

Distributions to shareholders from net investment
income

(63,509,606)

(247,553,721)

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

1,995,551,973

4,709,869,192

Reinvestment of distributions

63,509,606

247,522,369

Cost of shares redeemed

(2,008,690,785)

(4,451,774,908)

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

50,370,794

505,616,653

Total increase (decrease) in net assets

50,483,202

506,001,244

Net Assets

Beginning of period

5,077,016,112

4,571,014,868

End of period

$ 5,127,499,314

$ 5,077,016,112

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

Semiannual Report

Financial Highlights

Six months ended
February 28, 2002

Years ended August 31,

(Unaudited)

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

$ 1.000

Income from Investment Operations

Net investment income

.012

.052

.056

.048

.053

.052

Distributions from net investment income

(.012)

(.052)

(.056)

(.048)

(.053)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return B, C

1.21%

5.32%

5.74%

4.86%

5.41%

5.31%

Ratios to Average Net Assets D

Expenses before expense
reductions

.42% A

.42%

.42%

.42%

.42%

.42%

Expenses net of voluntary waivers, if any

.42% A

.42%

.42%

.42%

.42%

.42%

Expenses net of all reductions

.41% A

.39%

.39%

.39%

.39%

.39%

Net investment income

2.42% A

5.15%

5.60%

4.75%

5.28%

5.16%

Supplemental Data

Net assets, end of period (in millions)

$ 5,127

$ 5,077

$ 4,571

$ 4,199

$ 3,402

$ 2,900

A Annualized

B Total returns for periods of less than one year are not annualized.

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

D Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

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

Semiannual Report

Notes to Financial Statements

For the period ended February 28, 2002 (Unaudited)

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - 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.

3. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee 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 expense. 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.

4. Expense Reductions.

Through arrangements with the fund's 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 $373,907.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management &
Research Company
Boston, MA

Sub-Adviser

Fidelity Investments Money
Management, Inc.

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-SANN-0402 155656
1.700932.104

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

Fidelity

Money Market Trust
Retirement Money Market
Portfolio

Semiannual Report

February 28, 2002

(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.

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

Semiannual Report

Investments February 28, 2002 (Unaudited)

Showing Percentage of Net Assets

Certificates of Deposit - 52.7%

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 2.0%

Chase Manhattan Bank USA NA

4/25/02

1.80%

$ 125,000,000

$ 125,000,000

J.P. Morgan Chase Bank

3/11/02

1.75

165,000,000

165,000,000

290,000,000

London Branch, Eurodollar, Foreign Banks - 29.1%

Alliance & Leicester PLC

4/26/02

2.23

10,000,000

10,000,077

Banco Santander Central Hispano SA

3/11/02

1.86

20,000,000

20,000,111

3/12/02

1.84

150,000,000

150,000,456

Bank of Scotland Treasury Services PLC

4/23/02

2.22

100,000,000

100,000,000

5/15/02

3.62

35,000,000

35,000,709

Barclays Bank PLC

4/4/02

1.82

150,000,000

150,000,000

7/22/02

1.76

50,000,000

50,000,000

7/24/02

1.82

20,000,000

20,000,000

7/24/02

1.84

45,000,000

45,000,000

7/31/02

1.69

85,000,000

85,000,000

9/17/02

1.95

15,000,000

15,000,000

9/17/02

1.97

75,000,000

75,000,000

9/19/02

2.01

150,000,000

150,000,000

10/24/02

2.02

25,000,000

25,000,000

10/28/02

2.04

100,000,000

100,000,000

10/28/02

2.09

10,000,000

10,000,000

Bayerische Hypo-und Vereinsbank AG

3/11/02

1.86

45,000,000

45,000,000

3/11/02

3.30

115,000,000

115,000,000

3/14/02

1.76

115,000,000

115,000,000

4/4/02

2.08

15,000,000

15,004,851

5/7/02

2.05

40,000,000

40,000,000

5/29/02

2.15

50,000,000

50,000,000

6/24/02

1.85

125,000,000

125,000,000

Credit Agricole Indosuez

5/20/02

2.02

45,000,000

45,000,000

6/11/02

1.91

30,000,000

30,000,000

Deutsche Bank AG

4/24/02

1.72

50,000,000

50,000,000

8/5/02

1.94

147,000,000

147,000,000

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

London Branch, Eurodollar, Foreign Banks - continued

Dresdner Bank AG

3/7/02

1.86%

$ 15,000,000

$ 15,000,000

3/11/02

1.90

100,000,000

100,000,000

3/11/02

3.31

25,000,000

25,000,000

5/16/02

1.95

90,000,000

90,000,000

Halifax PLC

3/11/02

1.89

40,000,000

40,000,000

4/22/02

1.65

25,000,000

25,000,000

5/23/02

2.10

75,000,000

74,989,671

6/27/02

1.85

75,000,000

75,000,000

8/27/02

1.96

60,000,000

60,000,000

ING Bank NV

3/18/02

1.82

55,000,000

55,000,000

5/20/02

2.02

50,000,000

50,000,000

5/23/02

2.08

30,000,000

30,000,000

5/23/02

2.12

35,000,000

35,000,000

6/19/02

1.86

100,000,000

100,000,000

8/22/02

1.96

35,000,000

35,000,000

Landesbank Baden-Wuerttemberg

3/18/02

1.80

100,000,000

99,998,586

4/25/02

2.24

15,000,000

15,000,000

5/29/02

2.15

50,000,000

50,000,611

8/19/02

1.96

100,000,000

100,002,351

Lloyds TSB Bank PLC

9/27/02

2.00

85,000,000

85,000,000

9/30/02

2.01

85,000,000

85,000,000

Merita Bank PLC

4/23/02

2.23

5,000,000

5,000,143

5/7/02

2.09

40,000,000

40,000,000

5/20/02

2.03

10,000,000

10,000,000

5/23/02

2.08

50,000,000

50,000,000

National Australia Bank Ltd.

6/25/02

1.85

55,000,000

55,000,000

Norddeutsche Landesbank Girozentrale

3/14/02

1.76

185,000,000

185,000,333

3/18/02

1.80

45,000,000

45,000,106

Nordea Bank Finland PLC

6/19/02

1.86

100,000,000

100,000,000

RaboBank Nederland Coop. Central

8/15/02

1.95

90,000,000

89,999,825

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

London Branch, Eurodollar, Foreign Banks - continued

Royal Bank of Scotland PLC

5/15/02

1.85%

$ 30,000,000

$ 29,994,285

Societe Generale

4/22/02

1.65

175,000,000

175,000,000

7/17/02

1.69

100,000,000

100,000,000

Svenska Handelsbanken AB

4/24/02

2.23

5,000,000

5,000,037

7/24/02

1.84

5,000,000

5,000,100

11/29/02

2.64

50,000,000

50,000,000

UBS AG

5/3/02

3.60

125,000,000

125,000,000

Westdeutsche Landesbank Girozentrale

4/3/02

2.48

90,000,000

90,000,000

5/29/02

2.18

50,000,000

50,000,000

4,271,992,252

New York Branch, Yankee Dollar, Foreign Banks - 21.6%

Abbey National Treasury Services PLC

9/16/02

2.00

20,000,000

20,000,000

Bank of Montreal

3/11/02

1.75

50,000,000

50,000,000

Bayerische Hypo-und Vereinsbank AG

6/7/02

1.96

100,000,000

100,000,000

Bayerische Landesbank Girozentrale

3/26/02

2.20

200,000,000

200,000,000

BNP Paribas SA

3/7/02

1.85

70,000,000

70,000,000

3/22/02

2.26

55,000,000

55,000,000

3/26/02

2.20

210,000,000

210,000,000

4/24/02

2.22

55,000,000

55,000,000

5/6/02

3.63

60,000,000

60,000,000

9/16/02

1.97

35,000,000

35,000,000

9/16/02

2.00

70,000,000

70,000,000

9/25/02

2.00

115,000,000

115,000,000

Canadian Imperial Bank of Commerce

7/18/02

1.70

50,000,000

50,000,000

7/22/02

1.77

25,000,000

25,000,000

Commerzbank AG

4/1/02

1.85

125,000,000

125,000,000

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

Credit Agricole Indosuez

5/6/02

3.61%

$ 200,000,000

$ 200,000,000

5/21/02

2.10

45,000,000

45,000,000

Danske Bank AS

3/14/02

1.79 (a)

50,000,000

49,992,011

Deutsche Bank AG

3/6/02

1.74 (a)

235,000,000

234,891,838

Dexia Bank SA

3/14/02

1.74 (a)

35,000,000

34,985,895

5/6/02

2.06

10,000,000

10,000,000

National Westminster Bank PLC

7/5/02

4.10

160,000,000

159,994,640

Norddeutsche Landesbank Girozentrale

4/30/02

2.10

25,000,000

24,999,578

Royal Bank of Canada

3/6/02

1.77 (a)

115,000,000

114,969,123

7/5/02

4.10

100,000,000

99,996,649

Royal Bank of Scotland PLC

10/22/02

1.93

30,000,000

30,000,000

10/28/02

2.07

65,000,000

65,000,000

Societe Generale

3/4/02

1.77 (a)

40,000,000

39,988,219

3/14/02

1.74 (a)

35,000,000

34,986,725

3/28/02

1.77 (a)

230,000,000

229,933,256

4/23/02

2.20

100,000,000

100,000,000

Svenska Handelsbanken AB

11/20/02

2.51

100,000,000

99,992,849

UBS AG

5/20/02

2.01

44,000,000

44,000,000

6/10/02

1.96

4,000,000

4,000,000

8/5/02

1.94

150,000,000

150,003,170

10/28/02

2.08

25,000,000

25,000,000

10/28/02

2.10

50,000,000

50,000,000

Westdeutsche Landesbank Girozentrale

5/28/02

2.12

65,000,000

65,000,000

6/25/02

1.86

20,000,000

20,000,000

3,172,733,953

TOTAL CERTIFICATES OF DEPOSIT

7,734,726,205

Commercial Paper - 31.5%

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Aegon Funding Corp.

4/18/02

2.28%

$ 20,000,000

$ 19,940,000

Amsterdam Funding Corp.

3/8/02

1.81

30,000,000

29,989,442

3/13/02

1.80

52,000,000

51,968,800

3/13/02

1.81

30,000,000

29,981,900

Aspen Funding Corp.

8/5/02

1.95

25,000,000

24,789,576

Bank of Scotland Treasury Services PLC

5/7/02

1.81

50,000,000

49,832,500

Citibank Credit Card Master Trust I (Dakota Certificate Program)

3/11/02

1.81

85,000,000

84,957,264

3/20/02

1.82

100,000,000

99,903,944

3/21/02

1.81

116,000,000

115,883,356

3/21/02

1.82

100,000,000

99,898,889

Citicorp

3/13/02

1.80

150,000,000

149,910,000

3/21/02

1.81

40,000,000

39,959,778

CXC, Inc.

4/15/02

1.82

75,000,000

74,830,312

4/17/02

1.81

50,000,000

49,882,500

5/6/02

1.84

40,000,000

39,865,800

Danske Corp.

8/19/02

1.96

15,000,000

14,861,775

Dexia Delaware LLC

3/11/02

1.75

38,150,000

38,131,561

3/12/02

1.75

90,000,000

89,952,150

Edison Asset Securitization LLC

4/10/02

1.81

95,000,000

94,810,000

4/11/02

1.81

150,000,000

149,692,500

4/22/02

1.82

60,000,000

59,843,133

4/25/02

1.80

100,000,000

99,726,528

5/2/02

1.85

70,000,000

69,778,178

5/14/02

1.82

55,000,000

54,795,369

5/20/02

1.83

60,000,000

59,757,333

Enterprise Funding Corp.

3/7/02

1.80

16,186,000

16,181,144

Falcon Asset Securitization Corp.

3/7/02

1.80

101,000,000

100,969,700

3/11/02

1.80

18,502,000

18,492,749

3/11/02

1.82

50,000,000

49,974,722

3/12/02

1.80

25,000,000

24,986,250

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Falcon Asset Securitization Corp. - continued

3/14/02

1.80%

$ 200,000,000

$ 199,870,000

3/18/02

1.80

45,000,000

44,961,750

3/20/02

1.81

46,139,000

46,094,924

3/21/02

1.81

100,000,000

99,899,444

Ford Motor Credit Co.

3/4/02

2.82

5,000,000

4,998,833

3/11/02

2.74

51,000,000

50,961,467

3/11/02

2.79

36,000,000

35,972,300

GE Capital International Funding, Inc.

3/18/02

1.82

40,000,000

39,965,811

4/9/02

1.82

70,000,000

69,862,742

General Electric Capital Corp.

3/1/02

1.87

200,000,000

200,000,000

3/25/02

3.60

20,000,000

19,953,067

5/7/02

2.07

50,000,000

49,809,236

5/21/02

2.10

40,000,000

39,812,800

7/23/02

1.84

20,000,000

19,854,400

9/10/02

1.95

100,000,000

98,965,306

9/11/02

1.99

70,000,000

69,256,872

9/12/02

2.02

5,000,000

4,945,833

General Electric Capital Services, Inc.

3/12/02

3.41

50,000,000

49,948,896

General Mills, Inc.

3/1/02

2.72

25,000,000

25,000,000

3/1/02

2.74

15,000,000

15,000,000

3/20/02

2.21

25,068,000

25,038,893

3/27/02

1.97

26,750,000

26,712,134

4/23/02

2.11

10,000,000

9,969,083

J.P. Morgan Chase & Co.

5/14/02

1.81

50,000,000

49,815,000

Jupiter Securitization Corp.

3/5/02

1.82

41,951,000

41,942,517

3/12/02

1.82

33,000,000

32,981,648

3/13/02

1.80

98,504,000

98,444,898

3/25/02

1.80

55,013,000

54,946,984

Kitty Hawk Funding Corp.

3/18/02

1.80

87,144,000

87,069,928

Montauk Funding Corp.

3/25/02

1.81

20,000,000

19,975,867

National Australia Funding, Inc.

3/7/02

2.29

100,000,000

99,962,167

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

New Center Asset Trust

3/4/02

3.47%

$ 50,000,000

$ 49,985,792

Newcastle (Discover Card Master Trust)

3/25/02

1.82

40,000,000

39,951,467

4/2/02

1.82

10,000,000

9,983,822

Newport Funding Corp.

3/11/02

1.91

70,000,000

69,963,056

Phillips Petroleum Co.

3/8/02

2.09

35,000,000

34,985,776

Preferred Receivables Funding Corp.

3/7/02

1.80

77,000,000

76,976,900

3/15/02

1.80

30,000,000

29,979,000

RaboBank Nederland Coop. Central

7/8/02

1.90

60,000,000

59,595,800

Santander Finance, Inc.

3/5/02

1.87

45,000,000

44,990,700

Sears Roebuck Acceptance Corp.

4/17/02

2.31

10,000,000

9,969,972

Sheffield Receivables Corp.

3/4/02

1.82

100,000,000

99,984,833

3/20/02

1.81

220,000,000

219,789,839

3/22/02

1.81

65,050,000

64,981,318

4/18/02

1.83

29,520,000

29,448,365

Variable Funding Capital Corp.

5/10/02

1.81

50,000,000

49,825,000

Windmill Funding Corp.

3/15/02

1.80

15,000,000

14,989,558

3/19/02

1.80

32,953,000

32,923,342

4/22/02

1.82

25,000,000

24,934,639

4/24/02

1.82

21,000,000

20,942,985

TOTAL COMMERCIAL PAPER

4,619,742,117

Federal Agencies - 6.0%

Fannie Mae - 4.3%

Agency Coupons - 1.0%

3/1/02

1.78 (a)

150,000,000

149,903,655

Discount Notes - 3.3%

4/19/02

3.98

50,000,000

49,739,347

5/3/02

4.03

85,445,000

84,864,828

Federal Agencies - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Fannie Mae - continued

Discount Notes - continued

6/13/02

1.85%

$ 150,000,000

$ 149,207,000

7/12/02

3.61

50,000,000

49,355,319

7/15/02

1.89

100,000,000

99,293,556

11/15/02

2.48

55,000,000

54,042,419

486,502,469

636,406,124

Freddie Mac - 1.7%

Discount Notes - 1.7%

3/22/02

4.06

150,000,000

149,657,000

7/26/02

1.88

100,000,000

99,240,500

248,897,500

TOTAL FEDERAL AGENCIES

885,303,624

Bank Notes - 2.0%

American Express Centurion Bank

3/15/02

1.82 (a)

20,000,000

20,000,000

3/26/02

1.82 (a)

35,000,000

35,000,000

Bank One NA, Chicago

3/18/02

1.93 (a)

15,000,000

15,008,160

Standard Federal Bank

3/4/02

1.90

110,000,000

110,000,000

U.S. Bank NA, Minnesota

5/6/02

2.07

65,000,000

65,000,000

5/23/02

2.22

45,000,000

45,000,000

TOTAL BANK NOTES

290,008,160

Master Notes - 1.7%

General Motors Acceptance Corp. Mortgage Credit

3/1/02

2.20

140,000,000

140,000,000

Goldman Sachs Group, Inc.

4/1/02

1.91 (b)

110,000,000

110,000,000

TOTAL MASTER NOTES

250,000,000

Medium-Term Notes - 4.0%

Due
Date

Annualized Yield at
Time of Purchase

Principal
Amount

Value
(Note 1)

Asset Securitization Cooperative Corp.

3/26/02

1.82% (a)

$ 45,000,000

$ 45,000,000

AT&T Corp.

5/6/02

3.03 (a)

128,000,000

128,000,000

BMW U.S. Capital Corp.

3/25/02

1.85 (a)

25,000,000

25,000,000

6/7/02

4.25

25,000,000

24,985,420

CIESCO LP

3/18/02

1.82 (a)

10,000,000

10,000,000

Citigroup, Inc.

3/12/02

1.81 (a)

30,000,000

30,000,000

General Electric Capital Corp.

3/19/02

1.80 (a)

118,000,000

118,000,000

Harwood Street Funding I LLC

3/20/02

1.98 (a)

40,000,000

40,000,000

Merrill Lynch & Co., Inc.

3/20/02

1.88 (a)

50,000,000

50,000,000

URI Trust 2000-1

3/18/02

1.95 (a)(b)

27,000,000

27,000,000

Variable Funding Capital Corp.

3/12/02

1.80 (a)

50,000,000

49,999,423

3/19/02

1.80 (a)

35,000,000

34,998,129

TOTAL MEDIUM-TERM NOTES

582,982,972

Short-Term Notes - 1.8%

Jackson National Life Insurance Co.

4/1/02

2.04 (a)(b)

36,000,000

36,000,000

Monumental Life Insurance Co.

3/1/02

1.97 (a)(b)

10,000,000

10,000,000

3/1/02

2.00 (a)(b)

45,000,000

45,000,000

New York Life Insurance Co.

4/1/02

2.04 (a)(b)

95,000,000

95,000,000

Pacific Life Insurance Co.

3/7/02

2.08 (a)(b)

20,000,000

20,000,000

Transamerica Occidental Life Insurance Co.

5/1/02

2.03 (a)(b)

55,000,000

55,000,000

TOTAL SHORT-TERM NOTES

261,000,000

Repurchase Agreements - 1.0%

Maturity Amount

Value
(Note 1)

In a joint trading account (U.S. Government Obligations) dated 2/28/02 due 3/1/02 At 1.91%

$ 826,044

$ 826,000

With:

J.P. Morgan Securities At 1.94%, dated 2/28/02 due 3/1/02 (Corporate Obligations) (principal amount $49,775,000) 0% - 7.85%, 8/15/07 - 7/15/29

51,002,748

51,000,000

Merrill Lynch, Pierce, Fenner & Smith At 1.96%, dated 2/28/02 due 3/1/02 (Commercial Paper Obligations) (principal amount $102,235,000) 0% - 1.81%,
3/1/02 - 5/29/02

100,005,444

100,000,000

TOTAL REPURCHASE AGREEMENTS

151,826,000

TOTAL INVESTMENT PORTFOLIO - 100.7%

14,775,589,078

NET OTHER ASSETS - (0.7)%

(96,706,726)

NET ASSETS - 100%

$ 14,678,882,352

Total Cost for Income Tax Purposes $ 14,775,589,078

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 reflect 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. 1.91%, 4/1/02

12/11/01

$ 110,000,000

Jackson National Life Insurance Co. 2.04%, 4/1/02

7/6/99

$ 36,000,000

Monumental Life Insurance Co.:
1.97%, 3/1/02

7/31/98

$ 10,000,000

2.00%, 3/1/02

3/12/99

$ 45,000,000

New York Life Insurance Co. 2.04%, 4/1/02

2/28/02

$ 95,000,000

Pacific Life Insurance Co 2.08%, 3/7/02

9/6/01

$ 20,000,000

Transamerica Occidental Life Insurance Co. 2.03%, 5/1/02

4/28/00

$ 55,000,000

URI Trust 2000-1 1.95%, 3/18/02

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 $398,000,000 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 the loan was outstanding amounted to $5,238,000. The weighted average interest rate was 2.75%. Interest earned from the interfund lending program amounted to $400 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.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

February 28, 2002 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $151,826,000) - See accompanying schedule

$ 14,775,589,078

Receivable for investments sold

85,213,966

Receivable for fund shares sold

55,336,464

Interest receivable

44,468,196

Other receivables

601,521

Total assets

14,961,209,225

Liabilities

Payable to custodian bank

$ 482,839

Payable for investments purchased

245,000,000

Payable for fund shares redeemed

31,623,355

Accrued management fee

5,116,960

Other payables and accrued expenses

103,719

Total liabilities

282,326,873

Net Assets

$ 14,678,882,352

Net Assets consist of:

Paid in capital

$ 14,678,716,766

Accumulated net realized gain (loss) on investments

165,586

Net Assets, for 14,678,644,756 shares outstanding

$ 14,678,882,352

Net Asset Value, offering price and redemption price per share ($14,678,882,352 ÷ 14,678,644,756 shares)

$ 1.00

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended February 28, 2002 (Unaudited)

Investment Income

Interest

$ 190,089,950

Expenses

Management fee

$ 29,855,195

Non-interested trustees' compensation

28,239

Total expenses before reductions

29,883,434

Expense reductions

(1,072,013)

28,811,421

Net investment income

161,278,529

Net Realized Gain (Loss) on Investment securities

279,675

Net increase in net assets resulting from operations

$ 161,558,204

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

Semiannual Report

Statement of Changes in Net Assets

Six months ended
February 28, 2002
(Unaudited)

Year ended
August 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 161,278,529

$ 620,313,706

Net realized gain (loss)

279,675

283,200

Net increase (decrease) in net assets resulting
from operations

161,558,204

620,596,906

Distributions to shareholders from net investment income

(161,278,529)

(620,313,706)

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

6,332,898,703

14,122,466,305

Reinvestment of distributions

161,278,529

620,248,455

Cost of shares redeemed

(5,230,017,283)

(11,570,972,295)

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

1,264,159,949

3,171,742,465

Total increase (decrease) in net assets

1,264,439,624

3,172,025,665

Net Assets

Beginning of period

13,414,442,728

10,242,417,063

End of period

$ 14,678,882,352

$ 13,414,442,728

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

Semiannual Report

Financial Highlights

Six months ended
February 28, 2002

Years ended August 31,

(Unaudited)

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

$ 1.000

Income from Investment Operations

Net investment income

.011

.052

.058

.049

.053

.052

Distributions from net investment income

(.011)

(.052)

(.058)

(.049)

(.053)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return B, C

1.15%

5.36%

5.91%

4.97%

5.46%

5.37%

Ratios to Average Net Assets D

Expenses before expense
reductions

.42% A

.42%

.42%

.42%

.42%

.42%

Expenses net of voluntary waivers, if any

.42% A

.42%

.42%

.42%

.42%

.42%

Expenses net
of all
reductions

.41% A

.38%

.38%

.38%

.39%

.39%

Net investment income

2.29% A

5.15%

5.75%

4.85%

5.33%

5.21%

Supplemental Data

Net assets, end of period
(in millions)

$ 14,679

$ 13,414

$ 10,242

$ 10,310

$ 7,922

$ 6,227

A Annualized

B Total returns for periods of less than one year are not annualized.

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

D Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

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

Semiannual Report

Notes to Financial Statements

For the period ended February 28, 2002 (Unaudited)

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.

Semiannual Report

Notes to Financial Statements (Unaudited)- 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 applicable fund's Schedule of Investments.

3. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee 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 expense. 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.

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.

Semiannual Report

4. Expense Reductions.

Through arrangements with the fund's 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 $1,072,013.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management &
Research Company
Boston, MA

Sub-Adviser

Fidelity Investments Money
Management, Inc.

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-SANN-0402 155657
1.700934.104

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