N-CSR 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2861

Fidelity Money Market Trust
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Eric D. Roiter, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

August 31

Date of reporting period:

August 31, 2004

Item 1. Reports to Stockholders

Fidelity

Money Market Trust
Retirement Government
Money Market Portfolio

Annual Report

August 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes/
Performance

<Click Here>

A summary of major shifts in the fund's investments over the past six months and one year and performance information.

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 Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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 high-quality, short-term money market securities issued or guaranteed as to principal and interest by the U.S. Government, or by any of its agencies or instrumentalities.

Annual Report

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.

Commencing with the fiscal quarter ending November 30, 2004, the fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. The fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of the fund's portfolio holdings, view the fund's most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

Neither the fund nor Fidelity Distributors Corporation is a bank.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

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 1-800-221-5207

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2004 to August 31, 2004).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Beginning
Account Value
March 1, 2004

Ending
Account Value
August 31, 2004

Expenses Paid
During Period
*
March 1, 2004
to August 31, 2004

Actual

$ 1,000.00

$ 1,004.10

$ 2.12

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,022.86

$ 2.14

* Expenses are equal to the Fund's annualized expense ratio of .42%; multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Investment Changes/Performance

Maturity Diversification

Days

% of fund's
investments
8/31/04

% of fund's
investments
2/29/04

% of fund's
investments
8/31/03

0 - 30

71.7

58.5

50.6

31 - 90

14.6

12.8

27.9

91 - 180

5.9

13.3

7.4

181 - 397

7.8

15.4

14.1

Weighted Average Maturity

8/31/04

2/29/04

8/31/03

Retirement Government
Money Market Portfolio

43 Days

76 Days

81 Days

All Taxable Money Market
Funds Average
*

42 Days

55 Days

57 Days

Asset Allocation (% of fund's net assets)

As of August 31, 2004

As of February 29, 2004

Federal Agency
Issues 63.2%

Federal Agency
Issues 74.5%

Repurchase
Agreements 36.7%

Repurchase
Agreements 28.4%

Net Other Assets 0.1%

Net Other Assets** (2.9)%



**Net Other Assets are not included in the pie chart.

*Source: iMoneyNet, Inc.

Current and Historical Seven-Day Yields

8/31/04

6/1/04

3/2/04

12/2/03

9/2/03

Retirement Government
Money Market Portfolio

1.13%

0.74%

0.71%

0.71%

0.72%

Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, as they are here, though they are expressed as annual percentage rates. Past performance is no guarantee of future results. Yield will vary and it is possible to lose money by investing in the fund.

Annual Report

Investments August 31, 2004

Showing Percentage of Net Assets

Federal Agencies - 63.2%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Fannie Mae - 38.3%

Agency Coupons - 33.0%

9/1/04

1.48% (a)

$ 100,000

$ 99,982

9/1/04

1.50 (a)

70,000

69,998

9/6/04

1.23 (a)

118,000

117,927

9/7/04

1.45 (a)

100,000

99,907

9/10/04

1.35 (a)

110,000

110,000

9/18/04

1.50 (a)

38,600

38,590

9/20/04

1.43 (a)

3,000

2,997

9/21/04

1.50 (a)

80,000

79,945

9/24/04

1.49 (a)

200,000

199,989

9/27/04

1.52 (a)

210,000

209,957

9/28/04

1.56 (a)

100,000

99,986

9/29/04

1.53 (a)

75,000

74,941

10/1/04

1.47 (a)

131,000

130,904

10/7/04

1.46 (a)

80,000

79,986

3/29/05

1.40

50,000

50,000

4/28/05

1.35

50,000

50,000

5/3/05

1.40

25,000

25,000

5/4/05

1.54

50,000

50,000

5/13/05

1.59

40,000

40,000

1,630,109

Discount Notes - 5.3%

9/1/04

1.27

96,526

96,526

10/1/04

1.55

29,000

28,963

10/20/04

1.21

50,000

49,918

11/12/04

1.50

64,000

63,811

3/4/05

1.21

25,000

24,847

264,065

1,894,174

Federal Home Loan Bank - 15.4%

Agency Coupons - 14.0%

9/1/04

1.53 (a)

80,000

79,976

9/16/04

1.50 (a)

53,300

53,272

9/21/04

1.48 (a)

55,000

54,994

9/24/04

1.44

50,000

50,000

9/25/04

1.54 (a)

187,000

186,963

10/19/04

1.54 (a)

19,000

18,996

11/26/04

1.64 (a)

81,000

80,954

2/25/05

1.40

50,000

50,000

Federal Agencies - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Federal Home Loan Bank - continued

Agency Coupons - continued

4/15/05

1.35%

$ 50,000

$ 50,000

4/27/05

1.30

65,000

65,000

690,155

Discount Notes - 1.4%

11/10/04

1.42

70,000

69,808

759,963

Freddie Mac - 9.5%

Discount Notes - 9.5%

10/12/04

1.19

45,850

45,788

11/9/04

1.42

100,000

99,730

11/16/04

1.46

50,000

49,847

2/1/05

1.87

50,000

49,606

2/8/05

1.33

50,000

49,709

2/15/05

1.85

50,000

49,576

2/15/05

1.86

45,000

44,616

2/22/05

1.90

50,000

49,546

3/1/05

1.92

31,000

30,704

469,122

TOTAL FEDERAL AGENCIES

3,123,259

Repurchase Agreements - 36.7%

Maturity
Amount (000s)

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

8/10/04 due 9/21/04 At 1.53% (b)

$ 200,357

200,000

8/25/04 due 9/15/04 At 1.55% (b)

95,086

95,000

8/31/04 due 9/1/04 At 1.61% (b)

1,521,452

1,521,384

TOTAL REPURCHASE AGREEMENTS

1,816,384

TOTAL INVESTMENT PORTFOLIO - 99.9%

4,939,643

NET OTHER ASSETS - 0.1%

3,886

NET ASSETS - 100%

$ 4,943,529

Total Cost for Federal Income Tax Purposes $ 4,939,643

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) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/
Counterparty

Value
(000s)

$200,000 due 9/21/04
at 1.53%

Banc of America
Securities LLC.

$ 200,000

$95,000 due 9/15/04
at 1.55%

Wachovia Capital
Markets, LLC

95,000

$1,521,384 due 9/1/04
at 1.61%

Banc of America
Securities LLC.

554,173

Barclays Capital Inc.

277,087

Greenwich Capital
Markets, Inc.

55,417

J.P. Morgan Securities, Inc.

173,179

Merrill Lynch Government Securities, Inc.

45,898

Wachovia Capital
Markets, LLC

415,630

1,521,384

Income Tax Information

At August 31, 2004, the fund had a capital loss carryforward of approximately $161,000 of which $56,000 and $105,000 will expire on August 31, 2011 and 2012, respectively.

A total of 18.05% 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 (unaudited). The fund will notify shareholders in January 2005 of amounts for use in preparing 2004 income tax returns.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

August 31, 2004

Assets

Investment in securities, at value (including repurchase agreements of $1,816,384) (cost $4,939,643) -
See accompanying schedule

$ 4,939,643

Receivable for fund shares sold

8,083

Interest receivable

5,416

Other receivables

15

Total assets

4,953,157

Liabilities

Payable for fund shares redeemed

$ 7,588

Distributions payable

305

Accrued management fee

1,725

Other affiliated payables

10

Total liabilities

9,628

Net Assets

$ 4,943,529

Net Assets consist of:

Paid in capital

$ 4,944,123

Accumulated net realized gain (loss) on investments

(594)

Net Assets, for 4,943,699 shares outstanding

$ 4,943,529

Net Asset Value, offering price and redemption price per share ($4,943,529 ÷ 4,943,699 shares)

$ 1.00

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended August 31, 2004

Investment Income

Interest

$ 59,916

Expenses

Management fee

$ 21,098

Non-interested trustees' compensation

29

Total expenses before reductions

21,127

Expense reductions

(190)

20,937

Net investment income

38,979

Net realized gain (loss) on investment securities

(396)

Net increase in net assets resulting from operations

$ 38,583

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
August 31,
2004

Year ended
August 31,
2003

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 38,979

$ 56,060

Net realized gain (loss)

(396)

(198)

Net increase (decrease) in net assets resulting
from operations

38,583

55,862

Distributions to shareholders from net investment income

(38,979)

(56,060)

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

2,941,898

3,115,379

Reinvestment of distributions

38,696

56,007

Cost of shares redeemed

(3,454,770)

(3,047,792)

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

(474,176)

123,594

Total increase (decrease) in net assets

(474,572)

123,396

Net Assets

Beginning of period

5,418,101

5,294,705

End of period

$ 4,943,529

$ 5,418,101

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

Annual Report

Financial Highlights

Years ended August 31,

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value,
beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

Net investment income

.008

.010

.020

.052

.056

Distributions from net investment income

(.008)

(.010)

(.020)

(.052)

(.056)

Net asset value,
end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

.77%

1.03%

2.01%

5.32%

5.74%

Ratios to Average Net Assets B

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

.42%

.41%

.41%

.39%

.39%

Net investment income

.77%

1.03%

2.00%

5.15%

5.60%

Supplemental Data

Net assets, end of period
(in millions)

$ 4,944

$ 5,418

$ 5,295

$ 5,077

$ 4,571

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

B Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements 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.

Annual Report

Notes to Financial Statements

For the period ended August 31, 2004

(Amounts in thousands except ratios)

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 statutory 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. There were no significant book-to-tax differences during the period.

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Repurchase Agreements - continued

may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

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 that is based on 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 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 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 $190.

Annual Report

Report of Independent Registered Public Accounting Firm

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, 2004 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 the standards of the Public Company Accounting Oversight Board (United States), 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, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 1, 2004

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 295 funds advised by FMR or an affiliate. Mr. McCoy oversees 297 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (74)**

Year of Election or Appointment: 1991

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (42)**

Year of Election or Appointment: 2001

Senior Vice President of Retirement Government Money Market (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Laura B. Cronin (50)

Year of Election or Appointment: 2003

Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).

Robert L. Reynolds (52)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

Correspondence intended for each non-interested Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

J. Michael Cook (61)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), The Dow Chemical Company (2000), and Northrop Grumman Corporation (global defense technology, 2003). He is a Member of the Diversity Advisory Council of Marakon (2003) and the Advisory Council of the Public Company Accounting Oversight Board (PCAOB), Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Council to the Comptroller General of the United States. He also serves as a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.

Ralph F. Cox (72)

Year of Election or Appointment: 1991

Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Robert M. Gates (60)

Year of Election or Appointment: 1997

Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001), and Brinker International (restaurant management, 2003). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (68)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001) and Teletech Holdings (customer management services, 1998). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the IEEE (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences and The Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), and Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002).

Donald J. Kirk (71)

Year of Election or Appointment: 1991

Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. (leadership education for arts and culture). Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (57)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (60)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.

Marvin L. Mann (71)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (70)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (65)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman of the Board (2000), CEO (2002), a position he previously held from 1995-2000, Chairman of the Executive Committee (2000), and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Dirks, Ms. Small, and Mr. Wolfe may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Dennis J. Dirks (56)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity Money Market Trust. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).

Peter S. Lynch (61)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Money Market Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Cornelia M. Small (60)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity Money Market Trust. Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

Kenneth L. Wolfe (65)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity Money Market Trust. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003), Revlon Inc. (2004), Bausch & Lomb, Inc., and Carpenter Technology Corporation.

Dwight D. Churchill (50)

Year of Election or Appointment: 2000

Vice President of Retirement Government Money Market. He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.

David L. Murphy (56)

Year of Election or Appointment: 2002

Vice President of Retirement Government Money Market. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002) and Vice President of certain Asset Allocation Funds (2003). He serves as Senior Vice President (2000) and Money Market Group Leader (2002) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003) and a Vice President of FMR (2000). Previously, Mr. Murphy served as Bond Group Leader (2000-2002) and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity in 1989 as a portfolio manager in the Bond Group.

Timothy R. Huyck (39)

Year of Election or Appointment: 2004

Vice President of Retirement Government Money Market. Mr. Huyck also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr Huyck worked as a trader and manager.

Eric D. Roiter (55)

Year of Election or Appointment: 1998

Secretary of Retirement Government Money Market. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management, Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003).

Stuart Fross (45)

Year of Election or Appointment: 2003

Assistant Secretary of Retirement Government Money Market. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.

Christine Reynolds (45)

Year of Election or Appointment: 2004

President, Treasurer, and Anti-Money Laundering (AML) officer of Retirement Government Money Market. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

Timothy F. Hayes (53)

Year of Election or Appointment: 2002

Chief Financial Officer of Retirement Government Money Market. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).

Kenneth A. Rathgeber (57)

Year of Election or Appointment: 2004

Chief Compliance Officer of Retirement Government Money Market. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

John R. Hebble (46)

Year of Election or Appointment: 2003

Deputy Treasurer of Retirement Government Money Market. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

Kimberley H. Monasterio (40)

Year of Election or Appointment: 2004

Deputy Treasurer of Retirement Government Money Market. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

John H. Costello (58)

Year of Election or Appointment: 1988

Assistant Treasurer of Retirement Government Money Market. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Francis V. Knox, Jr. (57)

Year of Election or Appointment: 2002

Assistant Treasurer of Retirement Government Money Market. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).

Peter L. Lydecker (50)

Year of Election or Appointment: 2004

Assistant Treasurer of Retirement Government Money Market. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (49)

Year of Election or Appointment: 2002

Assistant Treasurer of Retirement Government Money Market. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Kenneth B. Robins (35)

Year of Election or Appointment: 2004

Assistant Treasurer of Retirement Government Money Market. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Thomas J. Simpson (46)

Year of Election or Appointment: 1996

Assistant Treasurer of Retirement Government Money Market. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management &
Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments Money
Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

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

RGM-ANN-1004 384784
1.768777.102

Fidelity

Money Market Trust
Retirement Money Market
Portfolio

Annual Report

August 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes/
Performance

<Click Here>

A summary of major shifts in the fund's investments over the past six months,
one year and performance information.

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 Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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 high-quality, short-term money market securities.

Annual Report

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.

Commencing with the fiscal quarter ending November 30, 2004, the fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. The fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of the fund's portfolio holdings, view the fund's most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

Neither the fund nor Fidelity Distributors Corporation is a bank.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

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 1-800-221-5207

Note to shareholders: Ken Anderson became Portfolio Manager of Retirement Money Market Portfolio on April 1, 2004, after the period covered by this report.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2004 to August 31, 2004).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Beginning
Account Value
March 1, 2004

Ending
Account Value
August 31, 2004

Expenses Paid
During Period
*
March 1, 2004
to August 31, 2004

Actual

$ 1,000.00

$ 1,004.40

$ 2.12

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,022.86

$ 2.14

* Expenses are equal to the Fund's annualized expense ratio of .42%; multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Investment Changes/Performance

Maturity Diversification

Days

% of fund's
investments
8/31/04

% of fund's
investments
2/29/04

% of fund's
investments
8/31/03

0 - 30

69.8

54.1

50.0

31 - 90

13.9

15.6

24.6

91 - 180

11.6

14.7

12.1

181 - 397

4.7

15.6

13.3

Weighted Average Maturity

8/31/04

2/29/04

8/31/03

Retirement Money Market Portfolio

43 Days

80 Days

83 Days

All Taxable Money Market
Funds Average
*

42 Days

55 Days

57 Days

Asset Allocation (% of fund's net assets)

As of August 31, 2004

As of February 29, 2004

Commercial Paper 18.1%

Commercial Paper 12.4%

Bank CDs, BAs,
TDs, and Notes 46.8%

Bank CDs, BAs,
TDs, and Notes 45.0%

Government
Securities 9.4%

Government
Securities 23.4%

Repurchase
Agreements 25.7%

Repurchase
Agreements 20.5%

Net Other Assets 0.0%

Net Other Assets** (1.3)%



**Net Other Assets are not included in the pie chart.

Current and Historical Seven-Day Yields

8/31/04

6/1/04

3/2/04

12/2/03

9/2/03

Retirement Money Market Portfolio

1.16%

0.79%

0.78%

0.77%

0.79%

Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, as they are here, though they are expressed as annual percentage rates. Past performance is no guarantee of future results. Yield will vary and it is possible to lose money by investing in the fund.

*Source: iMoneyNet, Inc.

Annual Report

Investments August 31, 2004

Showing Percentage of Net Assets

Certificates of Deposit - 26.0%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Domestic Certificates Of Deposit - 1.2%

Washington Mutual Bank

11/12/04

1.65%

$ 28,000

$ 28,000

Washington Mutual Bank, California

9/7/04

1.31

50,000

50,000

1/27/05

1.90

72,000

72,003

Washington Mutual Bank, Seattle

11/10/04

1.65

40,000

40,000

190,003

London Branch, Eurodollar, Foreign Banks - 8.9%

Barclays Bank PLC

11/10/04

1.25

150,000

150,000

2/28/05

1.93

75,000

75,000

Calyon

9/17/04

1.29

220,000

220,000

2/22/05

1.90

145,000

145,000

Credit Agricole Indosuez

11/2/04

1.25

150,000

150,000

12/31/04

1.27

100,000

100,000

DEPFA BANK PLC

9/16/04

1.15

70,000

70,000

Deutsche Bank AG

9/7/04

1.32

75,000

75,000

Landesbank Hessen-Thuringen

9/14/04

1.30

220,000

220,000

National Australia Bank

1/10/05

1.42

150,000

150,000

Societe Generale

1/5/05

1.19

75,000

75,000

1,430,000

New York Branch, Yankee Dollar, Foreign Banks - 15.9%

Banco Bilbao Vizcaya Argentaria SA

9/1/04

1.25 (b)

25,000

24,998

9/23/04

1.50 (b)

55,000

54,997

Bank of Scotland Treasury Services

11/29/04

1.71 (b)

35,000

34,998

BNP Paribas SA

9/22/04

1.53 (b)

155,000

154,937

Calyon

9/13/04

1.53 (b)

75,000

74,977

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

New York Branch, Yankee Dollar, Foreign Banks - continued

Canadian Imperial Bank of Commerce

9/15/04

1.65% (b)

$ 155,000

$ 155,004

9/29/04

1.58 (b)

70,000

69,986

Credit Agricole Indosuez

10/22/04

1.63 (b)

35,000

35,012

Deutsche Bank AG

11/26/04

1.23

150,000

150,000

12/16/04

1.20

225,000

225,000

HBOS Treasury Services PLC

9/3/04

1.46 (b)

150,000

150,000

9/4/04

1.29 (b)

150,000

150,000

Landesbank Baden-Wuerttemberg

9/1/04

1.22 (b)

10,000

9,995

9/7/04

1.29 (b)

25,000

24,996

9/27/04

1.68 (b)

130,000

129,972

Royal Bank of Scotland PLC

9/14/04

1.53 (b)

200,000

199,953

Societe Generale

9/1/04

1.43 (b)

100,000

99,997

9/8/04

1.49 (b)

65,000

64,990

9/13/04

1.51 (b)

65,000

64,996

9/18/04

1.53 (b)

130,000

129,963

UBS AG

10/5/04

1.52 (b)

200,000

199,915

Unicredito Italiano Spa

9/21/04

1.48 (b)

75,000

74,978

10/14/04

1.53 (b)

50,000

49,986

10/27/04

1.59 (b)

155,000

154,958

11/12/04

1.61 (b)

65,000

64,980

2,549,588

TOTAL CERTIFICATES OF DEPOSIT

4,169,591

Commercial Paper - 18.1%

Bank of America Corp.

12/3/04

1.72

155,000

154,315

Bradford & Bingley PLC

9/20/04

1.59

15,000

14,987

9/21/04

1.59

10,000

9,991

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Bradford & Bingley PLC - continued

9/22/04

1.59%

$ 10,000

$ 9,991

CC USA, Inc.

9/20/04

1.50

13,000

12,990

9/23/04

1.51 (a)

51,500

51,453

Citibank Credit Card Master Trust I (Dakota Certificate Program)

9/2/04

1.47

5,000

5,000

Citicorp

9/20/04

1.54

75,000

74,939

Comcast Corp.

9/15/04

1.85 (a)

5,000

4,996

9/16/04

1.86 (a)

15,000

14,988

9/20/04

1.85 (a)

10,000

9,990

9/20/04

1.86 (a)

10,000

9,990

DaimlerChrysler NA Holding Corp.

9/10/04

1.68

20,000

19,992

9/13/04

1.68

13,000

12,993

9/16/04

1.68

10,000

9,993

9/17/04

1.68

20,000

19,985

9/21/04

1.68

5,000

4,995

9/23/04

1.69

15,000

14,985

9/27/04

1.72

20,000

19,975

10/12/04

1.77

10,000

9,980

Dorada Finance, Inc.

9/22/04

1.51

12,500

12,489

9/23/04

1.51 (a)

84,500

84,423

Dresdner U.S. Finance, Inc.

10/4/04

1.42

170,000

169,780

Fairway Finance Corp.

9/7/04

1.54

59,025

59,010

9/10/04

1.55

55,000

54,979

11/26/04

1.76

22,475

22,381

Ford Motor Credit Co.

9/8/04

1.62

60,000

59,981

9/16/04

1.71

20,000

19,986

10/1/04

1.77

60,000

59,912

General Electric Capital Corp.

9/16/04

1.49

75,000

74,954

1/11/05

1.82

145,000

144,043

1/12/05

1.82

175,000

173,836

Govco, Inc.

9/21/04

1.50

25,000

24,979

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Grampian Funding Ltd.

9/30/04

1.16%

$ 74,000

$ 73,931

11/3/04

1.48

105,000

104,730

Greenwich Capital Holdings, Inc.

9/27/04

1.58 (b)

30,000

30,000

ING America Insurance Holdings, Inc.

11/23/04

1.72

35,000

34,862

K2 (USA) LLC

2/28/05

1.94

25,000

24,760

Kellogg Co.

9/8/04

1.56

5,000

4,998

Motown Notes Program

9/14/04

1.47

115,000

114,939

9/16/04

1.50

154,000

153,904

9/20/04

1.51

120,000

119,905

Newcastle (Discover Card Master Trust)

9/13/04

1.46

5,000

4,998

9/14/04

1.46

30,000

29,984

Paradigm Funding LLC

9/7/04

1.50 (b)

55,000

54,996

2/24/05

1.94

75,000

74,296

2/28/05

1.93

75,000

74,284

Park Granada LLC

9/10/04

1.55

55,000

54,979

9/13/04

1.54

200,000

199,897

9/20/04

1.54

45,000

44,963

Preferred Receivables Funding Corp.

9/1/04

1.50

150,000

150,000

Santander Finance, Inc.

9/3/04

1.12

50,000

49,997

Sheffield Receivables Corp.

9/27/04

1.57 (b)

50,000

49,998

TOTAL COMMERCIAL PAPER

2,897,702

Federal Agencies - 9.4%

Fannie Mae - 3.2%

Agency Coupons - 3.2%

9/7/04

1.45 (b)

150,000

149,860

2/15/05

1.40

100,000

100,000

Federal Agencies - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Fannie Mae - continued

Agency Coupons - continued

3/29/05

1.40%

$ 150,000

$ 150,000

5/4/05

1.54

75,000

75,000

5/13/05

1.59

40,000

40,000

514,860

Federal Home Loan Bank - 6.2%

Agency Coupons - 6.2%

9/21/04

1.48 (b)

175,000

174,981

9/24/04

1.44

53,000

53,000

10/19/04

1.54 (b)

11,000

10,998

12/17/04

1.42

18,000

17,984

2/25/05

1.40

400,000

400,000

2/25/05

1.82

25,000

24,950

4/27/05

1.30

60,000

60,000

4/28/05

1.35

30,000

30,000

5/2/05

1.37

96,500

96,500

5/2/05

1.80

53,500

53,351

5/3/05

1.37

75,000

75,000

996,764

TOTAL FEDERAL AGENCIES

1,511,624

Master Notes - 4.1%

Bear Stearns Companies, Inc.

9/10/04

1.62

35,000

35,000

General Motors Acceptance Corp. Mortgage Credit

9/1/04

1.99 (b)(d)

150,000

150,000

Goldman Sachs Group, Inc.

9/14/04

1.21 (d)

135,000

135,000

9/30/04

1.25 (d)

140,000

140,000

10/8/04

1.60 (b)(d)

90,000

90,000

11/26/04

1.81 (b)(d)

110,000

110,000

TOTAL MASTER NOTES

660,000

Medium-Term Notes - 13.3%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Allstate Life Global Funding II

9/8/04

1.55% (a)(b)

$ 20,000

$ 20,000

9/15/04

1.59 (a)(b)

15,000

15,000

9/15/04

1.60 (a)(b)

20,000

20,000

American Express Credit Corp.

9/20/04

1.63 (a)(b)

50,000

49,988

9/27/04

1.75 (b)

40,000

40,021

Bayerische Landesbank Girozentrale

11/19/04

1.68 (b)

125,000

125,000

BellSouth Telecommunications

9/4/04

1.40 (b)

25,000

25,000

Citigroup Global Markets Holdings, Inc.

9/7/04

1.42 (b)

20,000

20,017

Descartes Funding Trust

9/15/04

1.60 (b)

30,000

30,000

First Tennessee Bank NA Memphis

9/1/04

1.31 (b)

50,000

50,020

11/4/04

1.75 (b)

35,000

35,017

11/26/04

1.84 (b)

15,000

15,005

General Electric Capital Corp.

9/1/04

1.61 (b)(d)

30,000

30,000

9/9/04

1.66 (b)

100,000

100,000

9/17/04

1.68 (b)

158,000

158,027

HBOS Treasury Services PLC

9/24/04

1.58 (b)

145,000

145,000

11/20/04

1.75 (a)(b)

15,000

15,009

Household Finance Corp.

9/7/04

1.49 (b)

20,000

20,000

M&I Marshall & Ilsley Bank

9/20/04

1.58 (b)

15,000

15,003

Morgan Stanley

9/1/04

1.67 (b)

20,000

20,000

9/4/04

1.51 (b)

35,000

35,000

9/15/04

1.60 (b)

46,000

46,000

9/15/04

1.72 (b)

45,000

45,063

9/27/04

1.64 (b)

80,000

80,000

National City Bank

9/1/04

1.23 (b)

100,000

99,978

Pacific Life Global Funding

9/4/04

1.50 (a)(b)

15,000

15,000

9/13/04

1.59 (b)

10,000

10,000

Medium-Term Notes - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

RACERS

9/22/04

1.61% (a)(b)

$ 140,000

$ 140,000

Royal Bank of Canada

9/10/04

1.55 (b)

15,000

15,000

SLM Corp.

9/1/04

1.52 (a)(b)

85,000

85,000

Verizon Global Funding Corp.

9/15/04

1.63 (b)

160,000

160,002

9/15/04

1.97 (b)

155,000

155,000

Wells Fargo & Co.

9/2/04

1.51 (b)

60,000

60,000

9/15/04

1.57 (b)

155,000

155,000

Westpac Banking Corp.

9/13/04

1.41 (b)

30,000

30,000

11/29/04

1.75 (b)

50,000

50,005

TOTAL MEDIUM-TERM NOTES

2,129,155

Short-Term Notes - 2.9%

Hartford Life Insurance Co.

9/1/04

1.46 (b)(d)

41,000

41,000

Jackson National Life Insurance Co.

10/1/04

1.74 (b)(d)

36,000

36,000

Metropolitan Life Insurance Co.

9/1/04

1.85 (b)(d)

20,000

20,000

9/28/04

1.68 (a)(b)

20,000

20,000

10/1/04

1.79 (b)(d)

45,000

45,000

Monumental Life Insurance Co.

9/1/04

1.63 (b)(d)

10,000

10,000

9/1/04

1.66 (b)(d)

45,000

45,000

New York Life Insurance Co.

10/1/04

1.73 (b)(d)

125,000

125,000

Pacific Life Insurance Co.

9/10/04

1.58 (b)(d)

15,000

15,000

Transamerica Occidental Life Insurance Co.

11/1/04

1.86 (b)(d)

55,000

55,000

Travelers Insurance Co.

10/1/04

1.71 (b)(d)

35,000

35,000

Short-Term Notes - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Travelers Insurance Co. - continued

11/17/04

1.83% (b)(d)

$ 10,000

$ 10,000

11/20/04

1.83 (b)(d)

10,000

10,000

TOTAL SHORT-TERM NOTES

467,000

Municipal Securities - 0.5%

LoanStar Assets Partners LP Student Ln. Rev. Series A, 1.57%, LOC State Street Bank & Trust Co., Boston,
VRDN (b)

75,000

75,000

Repurchase Agreements - 25.7%

Maturity Amount (000s)

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

8/25/04 due 9/15/04 At 1.55%

$ 162,146

162,000

8/31/04 due 9/1/04 At 1.61%

915,030

914,989

With:

Banc of America Securities LLC At:

1.61%, dated 8/31/04 due 9/1/04 (Collateralized by Mortgage Loan Obligations with principal amounts of $308,911,919, 1.93% - 6.73%, 6/15/17 - 2/11/41)

200,009

200,000

1.64%, dated 8/31/04 due 9/1/04 (Collateralized by Corporate Obligations with principal amounts of $27,469,115, 6.5% - 7.75%, 8/15/06 - 11/15/13)

30,001

30,000

Credit Suisse First Boston, Inc. At 1.64%, dated 8/31/04 due 9/1/04 (Collateralized by Corporate Obligations with principal amounts of $732,066,584, 0% - 8.75%, 8/15/08 - 4/28/45)

425,019

425,000

Deutsche Bank Securities, Inc. At 1.69%, dated 8/31/04 due 9/1/04 (Collateralized by Mortgage Loan Obligations with principal amounts of $208,621,345, 4.93% - 5.5%, 6/25/34 - 8/25/34)

200,009

200,000

Goldman Sachs & Co. At:

1.62%, dated 8/11/04 due 9/22/04 (Collateralized by Mortgage Loan Obligations with principal amounts of $245,635,622, 2.55% - 7.5%, 2/15/08 - 3/25/43)

222,420

222,000

1.63%, dated 8/31/04 due 9/1/04 (Collateralized by Commercial Paper Obligations with principal amount of $39,979,900, 1.65%, 10/4/04)

39,002

39,000

Repurchase Agreements - continued

Maturity Amount (000s)

Value (Note 1)
(000s)

With: - continued

Goldman Sachs & Co. At: - continued

1.65%, dated 8/11/04 due 9/22/04 (Collateralized by Corporate Obligations with principal amounts of $88,112,908, 5% - 7.5%, 11/15/09 - 6/25/19)

$ 65,125

$ 65,000

J.P. Morgan Securities, Inc. At:

1.63%, dated:

8/11/04 due 9/22/04 (Collateralized by Corporate Obligations with principal amounts of $380,199,000, 4.85% - 11.75%, 5/23/05 - 10/15/35)

380,723

380,000

8/31/04 due 9/1/04 (Collateralized by Commercial Paper Obligations with principal amounts of $102,142,000, 0% - 1.63%, 9/1/04 - 11/22/04)

100,005

100,000

1.68%, dated 8/31/04 due 9/1/04 (Collateralized by Corporate Obligations with principal amounts of $299,999,000, 4.88% - 10.5%, 12/12/05 - 10/1/46)

300,014

300,000

Lehman Brothers, Inc. At 1.71%, dated 7/22/04 due 10/20/04 (Collateralized by Corporate Obligations with principal amounts of $57,070,000, 6.13% - 10.75%, 9/15/05 - 5/15/18) (b)(c)

50,214

50,000

Merrill Lynch, Pierce, Fenner & Smith At:

1.64%, dated 8/31/04 due 9/1/04 (Collateralized by Corporate Obligations with principal amounts of $209,506,405, 2.74% - 7.63%, 8/17/06 - 8/23/34)

200,009

200,000

1.66%, dated 8/31/04 due 9/1/04 (Collateralized by Corporate Obligations with principal amounts of $97,762,762, 0% - 9.25%, 4/15/05 - 12/15/45)

100,005

100,000

1.71%, dated 8/9/04 due 11/8/04 (Collateralized by Corporate Obligations with principal amounts of $289,382,736, 2.13% - 13.5%, 11/1/07 - 12/15/29) (b)(c)

230,959

230,000

Morgan Stanley & Co. At:

1.63%, dated 8/11/04 due 9/22/04 (Collateralized by Corporate Obligations with principal amounts of $105,168,772, 2.68% - 11.25%, 8/1/05 - 2/1/27)

100,190

100,000

Repurchase Agreements - continued

Maturity Amount (000s)

Value (Note 1)
(000s)

With: - continued

Morgan Stanley & Co. At: - continued

1.64%, dated 8/31/04 due 9/1/04 (Collateralized by Mortgage Loan Obligations with principal amounts of $217,902,000, 0% - 14%, 4/25/05 - 2/15/15)

$ 250,011

$ 250,000

Wachovia Securities, Inc. At 1.63%, dated 8/31/04 due 9/1/04 (Collateralized by Corporate Obligations with principal amounts of $186,249,924, 1.52% - 4.73%, 3/25/09 - 10/25/34)

163,007

163,000

TOTAL REPURCHASE AGREEMENTS

4,130,989

TOTAL INVESTMENT PORTFOLIO - 100.0%

16,041,061

NET OTHER ASSETS - 0.0%

235

NET ASSETS - 100%

$ 16,041,296

Total Cost for Federal Income Tax Purposes $ 16,041,061

Security Type Abbreviations

VRDN - VARIABLE RATE DEMAND NOTE

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $555,837,000 or 3.5% of net assets.

(b) 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.

(c) The maturity amount is based on the rate at period end.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $1,102,000,000 or 6.9% of net assets.

Additional information on each holding is as follows:

Security

Acquisition
Date

Cost
(000s)

General Electric Capital Corp. 1.61%, 9/1/04

4/1/04

$ 30,000

General Motors Acceptance Corp. Mortgage Credit 1.99%, 9/1/04

8/2/04

$ 150,000

Goldman Sachs Group, Inc.: 1.21%, 9/14/04

2/17/04

$ 135,000

1.25%, 9/30/04

3/3/04

$ 140,000

1.60%, 10/8/04

7/8/04

$ 90,000

1.81%, 11/26/04

8/26/04

$ 110,000

Hartford Life Insurance Co. 1.46%, 9/1/04

12/16/03

$ 41,000

Jackson National Life Insurance Co. 1.74%, 10/1/04

3/31/03

$ 36,000

Metropolitan Life Insurance Co.: 1.79%, 10/1/04

3/26/02

$ 45,000

1.85%, 9/1/04

2/24/03

$ 20,000

Monumental Life Insurance Co.: 1.63%, 9/1/04

7/31/98

$ 10,000

1.66%, 9/1/04

3/12/99

$ 45,000

Security

Acquisition
Date

Cost
(000s)

New York Life Insurance Co. 1.73%, 10/1/04

2/28/02 - 12/19/02

$ 125,000

Pacific Life Insurance Co 1.58%, 9/10/04

3/10/03

$ 15,000

Transamerica Occidental Life Insurance Co. 1.86%, 11/1/04

4/28/00

$ 55,000

Travelers Insurance Co.: 1.71%, 10/1/04

3/26/04

$ 35,000

1.83%, 11/17/04

5/10/04

$ 10,000

1.83%, 11/20/04

8/19/04

$ 10,000

Income Tax Information

At August 31, 2004, the fund had a capital loss carryforward of approximately $31,000 all of which will expire on August 31, 2012.

A total of 7.78% 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 (unaudited). The fund will notify shareholders in January 2005 of amounts for use in preparing 2004 income tax returns.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

August 31, 2004

Assets

Investment in securities, at value (including repurchase agreements of $4,130,989) (cost $16,041,061) - See accompanying schedule

$ 16,041,061

Cash

237

Receivable for fund shares sold

25,457

Interest receivable

25,802

Other affiliated receivables

9

Other receivables

63

Total assets

16,092,629

Liabilities

Payable for fund shares redeemed

$ 45,522

Accrued management fee

5,611

Other affiliated payables

200

Total liabilities

51,333

Net Assets

$ 16,041,296

Net Assets consist of:

Paid in capital

$ 16,042,326

Accumulated net realized gain (loss) on investments

(1,030)

Net Assets, for 16,041,669 shares outstanding

$ 16,041,296

Net Asset Value, offering price and redemption price per share ($16,041,296 ÷ 16,041,669 shares)

$ 1.00

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended August 31, 2004

Investment Income

Interest

$ 196,946

Expenses

Management fee

$ 66,602

Non-interested trustees' compensation

90

Appreciation in deferred trustee compensation account

6

Total expenses before reductions

66,698

Expense reductions

(715)

65,983

Net investment income

130,963

Net realized gain (loss) on investment securities

(991)

Net increase in net assets resulting from operations

$ 129,972

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
August 31,
2004

Year ended
August 31,
2003

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 130,963

$ 175,720

Net realized gain (loss)

(991)

411

Net increase (decrease) in net assets resulting
from operations

129,972

176,131

Distributions to shareholders from net investment income

(130,963)

(175,720)

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

10,263,841

10,840,960

Reinvestment of distributions

130,913

175,698

Cost of shares redeemed

(10,479,641)

(10,232,260)

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

(84,887)

784,398

Total increase (decrease) in net assets

(85,878)

784,809

Net Assets

Beginning of period

16,127,174

15,342,365

End of period

$ 16,041,296

$ 16,127,174

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

Annual Report

Financial Highlights

Years ended August 31,

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

Net investment income

.008

.011

.020

.052

.058

Distributions from net investment income

(.008)

(.011)

(.020)

(.052)

(.058)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total ReturnA

.83%

1.10%

1.97%

5.36%

5.91%

Ratios to Average Net AssetsB

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

.42%

.41%

.41%

.38%

.38%

Net investment income

.82%

1.09%

1.94%

5.15%

5.75%

Supplemental Data

Net assets, end of period
(in millions)

$ 16,041

$ 16,127

$ 15,342

$ 13,414

$ 10,242

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

B Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements 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.

Annual Report

Notes to Financial Statements

For the period ended August 31, 2004

(Amounts in thousands except ratios)

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 statutory 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. There were no significant book-to-tax differences during the period.

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Repurchase Agreements - continued

agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations, corporate obligations and mortgage loan obligations which may be below investment-grade quality, and equity securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

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 at the end of the 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 that is based on 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 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. At period end, there were no interfund loans outstanding. The fund's activity in this program during the period was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted
Average
Interest Rate

Interest Earned
(included in
interest income)

Interest
Expense

Lender

$ 15,642

1.12%

$ 5

-

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 $715.

Annual Report

Report of Independent Registered Public Accounting Firm

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, 2004 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 the standards of the Public Company Accounting Oversight Board (United States), 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, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 1, 2004

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 295 funds advised by FMR or an affiliate. Mr. McCoy oversees 297 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (74)**

Year of Election or Appointment: 1991

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (42)**

Year of Election or Appointment: 2001

Senior Vice President of Retirement Money Market (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Laura B. Cronin (50)

Year of Election or Appointment: 2003

Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).

Robert L. Reynolds (52)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

Correspondence intended for each non-interested Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

J. Michael Cook (61)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), The Dow Chemical Company (2000), and Northrop Grumman Corporation (global defense technology, 2003). He is a Member of the Diversity Advisory Council of Marakon (2003) and the Advisory Council of the Public Company Accounting Oversight Board (PCAOB), Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Council to the Comptroller General of the United States. He also serves as a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.

Ralph F. Cox (72)

Year of Election or Appointment: 1991

Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Robert M. Gates (60)

Year of Election or Appointment: 1997

Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001), and Brinker International (restaurant management, 2003). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (68)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001) and Teletech Holdings (customer management services, 1998). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the IEEE (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences and The Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), and Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002).

Donald J. Kirk (71)

Year of Election or Appointment: 1991

Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. (leadership education for arts and culture). Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (57)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (60)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.

Marvin L. Mann (71)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (70)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (65)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman of the Board (2000), CEO (2002), a position he previously held from 1995-2000, Chairman of the Executive Committee (2000), and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Dirks, Ms. Small, and Mr. Wolfe may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Dennis J. Dirks (56)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity Money Market Trust. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).

Peter S. Lynch (61)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Money Market Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Cornelia M. Small (60)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity Money Market Trust. Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

Kenneth L. Wolfe (65)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity Money Market Trust. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003), Revlon Inc. (2004), Bausch & Lomb, Inc., and Carpenter Technology Corporation.

Dwight D. Churchill (50)

Year of Election or Appointment: 2000

Vice President of Retirement Money Market. He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.

David L. Murphy (56)

Year of Election or Appointment: 2002

Vice President of Retirement Money Market. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002) and Vice President of certain Asset Allocation Funds (2003). He serves as Senior Vice President (2000) and Money Market Group Leader (2002) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003) and a Vice President of FMR (2000). Previously, Mr. Murphy served as Bond Group Leader (2000-2002) and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity in 1989 as a portfolio manager in the Bond Group.

Kenneth J. Anderson (39)

Year of Election or Appointment: 2004

Vice President of Retirement Money Market. Mr. Anderson also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Anderson worked as a trader, analyst and manager.

Eric D. Roiter (55)

Year of Election or Appointment: 1998

Secretary of Retirement Money Market. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management, Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003).

Stuart Fross (45)

Year of Election or Appointment: 2003

Assistant Secretary of Retirement Money Market. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.

Christine Reynolds (45)

Year of Election or Appointment: 2004

President, Treasurer, and Anti-Money Laundering (AML) officer of Retirement Money Market. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

Timothy F. Hayes (53)

Year of Election or Appointment: 2002

Chief Financial Officer of Retirement Money Market. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).

Kenneth A. Rathgeber (57)

Year of Election or Appointment: 2004

Chief Compliance Officer of Retirement Money Market. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

John R. Hebble (46)

Year of Election or Appointment: 2003

Deputy Treasurer of Retirement Money Market. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

Kimberley H. Monasterio (40)

Year of Election or Appointment: 2004

Deputy Treasurer of Retirement Money Market. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

John H. Costello (58)

Year of Election or Appointment: 1988

Assistant Treasurer of Retirement Money Market. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Francis V. Knox, Jr. (57)

Year of Election or Appointment: 2002

Assistant Treasurer of Retirement Money Market. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).

Peter L. Lydecker (50)

Year of Election or Appointment: 2004

Assistant Treasurer of Retirement Money Market. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (49)

Year of Election or Appointment: 2002

Assistant Treasurer of Retirement Money Market. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Kenneth B. Robins (35)

Year of Election or Appointment: 2004

Assistant Treasurer of Retirement Money Market. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Thomas J. Simpson (46)

Year of Election or Appointment: 1996

Assistant Treasurer of Retirement Money Market. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management &
Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments Money
Management, Inc.

Fidelity International
Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

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

RMM-ANN-1004 384783
1.768778.102

Item 2. Code of Ethics

As of the end of the period, August 31, 2004, Fidelity Money Market Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles and Donald J. Kirk are each audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Knowles and Mr. Kirk are each independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended August 31, 2004 and August 31, 2003, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for the Retirement Money Market Portfolio and Retirement Government Money Market Portfolio (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund

2004A

2003A

Retirement Money Market Portfolio

$70,000

$72,000

Retirement Government Money Market Portfolio

$39,000

$36,000

All funds in the Fidelity Group of Funds audited by PwC

$10,600,000

$9,600,000

A

Aggregate amounts may reflect rounding.

(b) Audit-Related Fees.

In each of the fiscal years ended August 31, 2004 and August 31, 2003 the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund

2004A

2003A,B

Retirement Money Market Portfolio

$0

$0

Retirement Government Money Market Portfolio

$0

$0

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

In each of the fiscal years ended August 31, 2004 and August 31, 2003, the aggregate Audit-Related Fees that were billed by PwC that were required to be approved by the Audit Committee for services rendered on behalf of Fidelity Management & Research Company (FMR) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By

2004A

2003A,B

PwC

$50,000

$0

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(c) Tax Fees.

In each of the fiscal years ended August 31, 2004 and August 31, 2003, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund

2004A

2003A,B

Retirement Money Market Portfolio

$1,600

$1,400

Retirement Government Money Market Portfolio

$1,600

$1,400

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

In each of the fiscal years ended August 31, 2004 and August 31, 2003, the aggregate Tax Fees billed by PwC that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2004A

2003A,B

PwC

$0

$0

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

In each of the fiscal years ended August 31, 2004 and August 31, 2003, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the funds is shown in the table below.

Fund

2004A

2003A,B

Retirement Money Market Portfolio

$12,500

$15,400

Retirement Government Money Market Portfolio

$4,700

$6,100

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

In each of the fiscal years ended August 31, 2004 and August 31, 2003, the aggregate Other Fees billed by PwC that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2004A

2003A,B

PwC

$280,000

$300,000

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1)

Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees:

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended August 31, 2004 and August 31, 2003 on behalf of each fund.

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended August 31, 2004 and August 31, 2003 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended August 31, 2004 and August 31, 2003 on behalf of each fund.

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended August 31, 2004 and August 31, 2003 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

All Other Fees:

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended August 31, 2004 and August 31, 2003 on behalf of each fund.

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended August 31, 2004 and August 31, 2003 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

(f) According to PwC for the fiscal year ended August 31, 2004, the percentage of hours spent on the audit of each fund's financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of PwC is as follows:

Fund

2004

Retirement Money Market Portfolio

0%

Retirement Government Money Market Portfolio

0%

(g) For the fiscal years ended August 31, 2004 and August 31, 2003, the aggregate fees billed by PwC of $1,850,000A and $2,000,000A,B for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

2004A

2003A,B

Covered Services

$350,000

$300,000

Non-Covered Services

$1,500,000

$1,700,000

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

(h) The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the funds, taking into account representations from PwC, in accordance with Independence Standards Board Standard No.1, regarding its independence from the funds and their related entities.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 9. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 10. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the trust's second fiscal half-year that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 11. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Money Market Trust

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

October 19, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

October 19, 2004

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

October 19, 2004