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 811-2890

Fidelity Phillips Street Trust
(Exact name of registrant as specified in charter)

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

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

Date of fiscal year end:	November 30

Date of reporting period:	November 30, 2013

Item 1. Reports to Stockholders

Fidelity®

Cash Reserves

Annual Report

November 30, 2013

(Fidelity Cover Art)

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.
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)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 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.

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.

A 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. A 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 a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

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 (June 1, 2013 to November 30, 2013).

Actual Expenses

The first line of the accompanying table 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

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.

	Annualized Expense Ratio ^B	Beginning Account Value June 1, 2013	Ending Account Value November 30, 2013	Expenses Paid During Period* June 1, 2013 to November 30, 2013
Actual	.25%	$ 1,000.00	$ 1,000.10	$ 1.25
Hypothetical ^A		$ 1,000.00	$ 1,023.82	$ 1.27

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes/Performance (Unaudited)

Effective Maturity Diversification
Days	% of fund's investments 11/30/13	% of fund's investments 5/31/13	% of fund's investments 11/30/12
1 - 7	23.6	29.6	29.1
8 - 30	29.9	21.6	12.5
31 - 60	8.2	17.6	17.8
61 - 90	13.1	12.2	18.5
91 - 180	20.8	14.1	17.7
> 180	4.4	4.9	4.4

Effective maturity is determined in accordance with the requirements of Rule 2a-7 under the Investment Company Act of 1940.

Weighted Average Maturity
	11/30/13	5/31/13	11/30/12
Fidelity Cash Reserves	57 Days	52 Days	58 Days
All Taxable Money Market Funds Average*	49 Days	48 Days	50 Days

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Weighted Average Life
	11/30/13	5/31/13	11/30/12
Fidelity Cash Reserves	114 Days	76 Days	89 Days

Weighted Average Life (WAL) is the weighted average of the life of the securities held in a fund or portfolio and can be used as a measure of sensitivity to changes in liquidity and/or credit risk. Generally, the higher the value, the greater the sensitivity. WAL is based on the dollar-weighted average length of time until principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets. The difference between WAM and WAL is that WAM takes into account interest rate resets and WAL does not. WAL for money market funds is not the same as WAL of a mortgage- or asset-backed security.

* Source: iMoneyNet, Inc.

Asset Allocation (% of fund's net assets)
As of November 30, 2013		As of May 31, 2013
	Certificates of Deposit 48.0%		Certificates of Deposit 45.6%
	Commercial Paper 14.6%		Commercial Paper 21.3%
	Variable Rate Demand Notes (VRDNs) 0.1%		Variable Rate Demand Notes (VRDNs) 0.2%
	Other Notes 1.6%		Other Notes 4.5%
	Treasury Debt 10.5%		Treasury Debt 9.1%
	Government Agency Debt 8.7%		Government Agency Debt 2.0%
	Insurance Company Funding Agreements 0.0%		Insurance Company Funding Agreements 0.2%
	Other Municipal Debt 0.5%		Other Municipal Debt 0.0%
	Other Instruments 2.0%		Other Instruments 0.4%
	Repurchase Agreements 13.4%		Repurchase Agreements 16.7%
	Net Other Assets (Liabilities) 0.6%		Net Other Assets (Liabilities) 0.0%

qwe447

Current and Historical Seven-Day Yields

	11/30/13	8/31/13	5/31/13	2/28/13	11/30/12
Fidelity Cash Reserves	0.01%	0.01%	0.01%	0.01%	0.01%

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's possible to lose money investing in the Fund. A portion of the Fund's expenses was reimbursed and/or waived. Absent such reimbursements and/or waivers the yield for the period ending November 30, 2013, the most recent period shown in the table, would have been -0.13%.

Annual Report

Investments November 30, 2013

Showing Percentage of Net Assets

Certificate of Deposit - 48.0%
		Yield (a)	Principal Amount (000s)	Value (000s)
Domestic Certificates Of Deposit - 5.8%
Citibank NA
	12/19/13 to 3/25/14	0.21 to 0.32%	$ 5,437,000	$ 5,437,000
Fifth Third Bank, Cincinnati
	2/3/14 to 2/18/14	0.30 to 0.32	609,000	609,000
Wells Fargo & Co.
	3/12/14 to 3/28/14	0.19 (d)	600,000	600,000
Wells Fargo Bank NA
	5/6/14	0.20	284,000	284,000
				6,930,000
London Branch, Eurodollar, Foreign Banks - 3.9%
Commonwealth Bank of Australia
	3/12/14 to 3/21/14	0.20	1,064,000	1,064,000
Mizuho Corporate Bank Ltd.
	2/18/14	0.28	110,000	110,001
National Australia Bank Ltd.
	2/21/14 to 4/8/14	0.20 to 0.25 (d)	3,406,000	3,406,000
				4,580,001
New York Branch, Yankee Dollar, Foreign Banks - 38.3%
Bank of Montreal Chicago CD Program
	12/6/13 to 8/14/14	0.18 to 0.22 (d)	2,213,000	2,213,000
Bank of Nova Scotia
	12/27/13 to 5/9/14	0.20 to 0.29 (d)	4,453,000	4,453,000
Bank of Tokyo-Mitsubishi UFJ Ltd.
	12/13/13 to 4/10/14	0.25 (d)	5,180,000	5,180,000
BNP Paribas New York Branch
	12/6/13 to 3/25/14	0.21 to 0.25	1,743,000	1,743,000
Canadian Imperial Bank of Commerce
	5/2/14 to 8/13/14	0.22 to 0.29 (d)	2,057,000	2,057,000
Credit Industriel et Commercial
	12/3/13 to 12/6/13	0.15	2,046,000	2,046,000
Credit Suisse
	1/7/14 to 6/9/14	0.26 to 0.32 (d)	1,864,000	1,864,000
Certificate of Deposit - continued
		Yield (a)	Principal Amount (000s)	Value (000s)
New York Branch, Yankee Dollar, Foreign Banks - continued
Deutsche Bank AG New York Branch
	12/27/13 to 2/26/14	0.21 to 0.22%	$ 2,370,000	$ 2,370,000
Fortis Bank New York Branch
	12/18/13	0.21	504,000	504,000
KBC Bank NV
	12/3/13 to 12/6/13	0.22	3,196,000	3,196,000
Mitsubishi UFJ Trust & Banking Corp.
	2/21/14	0.32	127,000	127,000
Mizuho Corporate Bank Ltd.
	12/13/13 to 3/10/14	0.20 to 0.26	3,718,000	3,718,000
National Bank of Canada
	2/7/14 to 5/19/14	0.30 to 0.34 (d)	3,012,000	3,011,789
Royal Bank of Canada
	3/27/14 to 6/3/14	0.17 to 0.25 (d)	1,436,000	1,436,000
Skandinaviska Enskilda Banken
	3/20/14	0.24	429,000	429,000
Sumitomo Mitsui Banking Corp.
	12/6/13 to 5/15/14	0.12 to 0.31 (d)	6,007,000	6,007,000
Sumitomo Mitsui Trust Banking Ltd.
	12/19/13 to 3/21/14	0.26 to 0.27	2,708,000	2,708,000
Svenska Handelsbanken, Inc.
	12/20/13	0.20	281,000	281,001
Toronto-Dominion Bank
	12/20/13 to 4/7/14	0.21 to 0.25 (d)	1,325,000	1,325,000
UBS AG
	4/30/14	0.26 (d)	1,027,000	1,027,000
				45,695,790
TOTAL CERTIFICATE OF DEPOSIT (Cost $57,205,791)				57,205,791
Financial Company Commercial Paper - 9.9%

Barclays Bank PLC/Barclays U.S. CCP Funding LLC
	1/13/14 to 2/5/14	0.24	297,000	296,902
Barclays U.S. Funding Corp.
	12/2/13	0.12	930,000	929,997
Financial Company Commercial Paper - continued
		Yield (a)	Principal Amount (000s)	Value (000s)
BNP Paribas Finance, Inc.
	12/2/13 to 3/25/14	0.22 to 0.25%	$ 1,582,284	$ 1,581,863
Commonwealth Bank of Australia
	12/20/13 to 4/7/14	0.17 to 0.25 (d)	436,000	435,962
Credit Suisse
	4/1/14 to 4/7/14	0.28	629,000	628,398
Deutsche Bank Financial LLC
	2/26/14	0.22	14,000	13,993
DNB Bank ASA
	1/13/14 to 1/21/14	0.22	838,000	837,762
General Electric Capital Corp.
	5/1/14 to 5/5/14	0.22	294,000	293,726
ING U.S. Funding LLC (ING Bank NV Guaranteed)
	12/2/13	0.20	49,000	49,000
JPMorgan Chase & Co.
	12/24/13 to 3/7/14	0.27 (d)	1,960,000	1,960,000
Nationwide Building Society
	12/10/13 to 3/5/14	0.23 to 0.24	618,000	617,708
Oversea-Chinese Banking Corp. Ltd.
	12/3/13	0.19	160,000	159,998
Skandinaviska Enskilda Banken AB
	3/19/14 to 3/26/14	0.24	1,501,000	1,499,895
Societe Generale North America, Inc.
	12/2/13	0.12	1,420,000	1,419,995
Swedbank AB
	2/4/14 to 2/13/14	0.24	844,000	843,609
United Overseas Bank Ltd.
	1/13/14 to 2/10/14	0.20	200,000	199,937
TOTAL FINANCIAL COMPANY COMMERCIAL PAPER (Cost $11,768,745)				11,768,745
Asset Backed Commercial Paper - 0.4%

Ciesco LP (Citibank NA Guaranteed)
	12/16/13	0.29	219,000	218,974
Govco, Inc. (Liquidity Facility Citibank NA)

	12/12/13	0.29	136,000	135,988
Asset Backed Commercial Paper - continued
		Yield (a)	Principal Amount (000s)	Value (000s)
Govco, Inc. (Liquidity Facility Citibank NA) - continued
	12/19/13	0.28%	$ 85,000	$ 84,988
	12/26/13	0.28	100,000	99,981
TOTAL ASSET BACKED COMMERCIAL PAPER (Cost $539,931)				539,931
Other Commercial Paper - 4.3%

AT&T, Inc.
	12/16/13 to 12/17/13	0.26	306,295	306,260
Credit Suisse
	12/5/13	0.27 (d)	604,000	604,000
Devon Energy Corp.
	12/30/13	0.32 (d)	566,000	566,000
JPMorgan Securities LLC
	5/23/14	0.30	1,000,000	998,558
Northeast Utilities
	12/2/13	0.22	123,000	122,999
PNC Bank NA
	4/17/14 to 5/21/14	0.27	341,000	341,000
The Coca-Cola Co.
	2/27/14 to 5/15/14	0.19 to 0.20	1,730,200	1,728,893
Toyota Motor Credit Corp.
	3/13/14 to 3/18/14	0.20 (d)	420,000	420,000
TOTAL OTHER COMMERCIAL PAPER (Cost $5,087,710)				5,087,710
Treasury Debt - 10.5%

U.S. Treasury Obligations - 10.5%
U.S. Treasury Bills
	4/24/14 to 10/16/14	0.10 to 0.16 (c)	2,133,141	2,131,612
U.S. Treasury Notes
	12/15/13 to 9/30/14	0.10 to 0.21	10,400,558	10,445,102
TOTAL TREASURY DEBT (Cost $12,576,714)				12,576,714
Other Note - 1.6%
		Yield (a)	Principal Amount (000s)	Value (000s)

Bank Notes - 0.5%
Bank of America NA
	1/10/14	0.22%	$ 553,000	$ 553,000
Medium-Term Notes - 1.1%
Dominion Resources, Inc.
	1/13/14	0.37 (b)(d)	327,000	327,000
Svenska Handelsbanken AB
	5/15/14 to 5/27/14	0.27 to 0.28 (b)(d)	1,024,000	1,024,000
				1,351,000
TOTAL OTHER NOTE (Cost $1,904,000)				1,904,000
Variable Rate Demand Note - 0.1%

Delaware - 0.1%
LP Pinewood SPV LLC Taxable LOC Wells Fargo Bank NA, VRDN
	12/6/13	0.17 (d)

(Cost $181,000)

181,000

181,000

Government Agency Debt - 8.7%

Federal Agencies - 8.7%
Fannie Mae
	9/11/14 to 10/21/15	0.14 to 0.16 (d)	2,817,000	2,816,397
Federal Home Loan Bank
	12/6/13 to 10/30/14	0.12 to 0.25 (d)	2,095,570	2,095,538
Freddie Mac
	6/25/14 to 10/16/15	0.13 to 0.16 (d)	5,445,000	5,443,858
TOTAL GOVERNMENT AGENCY DEBT (Cost $10,355,793)				10,355,793
Other Instrument - 2.0%

Time Deposits - 2.0%
Credit Agricole CIB
	12/2/13	0.12	1,283,000	1,283,000
ING Bank NV
	12/4/13	0.15	514,000	514,000

Other Instrument - continued
		Yield (a)	Principal Amount (000s)	Value (000s)
Time Deposits - continued
RBS Citizens NA
	12/4/13	0.25%	$ 598,000	$ 598,000
TOTAL OTHER INSTRUMENT (Cost $2,395,000)				2,395,000

Other Municipal Debt - 0.5%

Texas - 0.5%
Texas Gen. Oblig. TRAN Series 2013, 0.1909% to 0.1959% 8/28/14 (Cost $547,717)	540,500		547,717
Government Agency Repurchase Agreement - 3.9%
	Maturity Amount (000s)
In a joint trading account at 0.1% dated 11/29/13 due 12/2/13 (Collateralized by U.S. Government Obligations) #	$ 4,325		4,325
With:
ING Financial Markets LLC at:
0.1%, dated 10/4/13 due 12/4/13 (Collateralized by U.S. Government Obligations valued at $224,695,403, 3% - 7%, 10/1/26 - 4/1/43)	220,290		220,253
0.15%, dated 10/15/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $145,124,951, 2.5% - 4%, 3/1/27 - 4/1/43)	142,287		142,250
Mitsubishi UFJ Securities (U.S.A.), Inc. at:
0.14%, dated:
9/11/13 due 12/4/13 (Collateralized by U.S. Government Obligations valued at $528,528,488, 1.92% - 5.5%, 9/1/23 - 11/1/43)	518,169		518,000
9/20/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $377,507,140, 1.92% - 5.5%, 9/1/24 - 11/1/43)	370,125		370,000
10/22/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $299,927,814, 1.92% - 6%, 4/1/25 - 11/1/43)	294,104		294,000
0.15%, dated:
9/20/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $264,260,355, 1.35% - 6%, 9/1/24 - 2/1/44)	259,127		259,000
9/20/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $338,743,003, 1.35% - 5.99%, 5/1/21 - 2/1/44)	332,181		332,000
Government Agency Repurchase Agreement - continued
	Maturity Amount (000s)		Value (000s)
With: - continued
Mitsubishi UFJ Securities (U.S.A.), Inc. at:
0.15%, dated:
10/22/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $299,931,230, 1.35% - 5.5%, 4/1/25 - 2/1/44)	$ 294,147		$ 294,000
11/19/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $298,876,188, 1.92% - 5.5%, 9/1/24 - 11/1/43)	293,111		293,000
0.16%, dated 11/4/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $599,834,637, 1.24% - 6.19%, 3/1/16 - 8/1/48)	588,303		588,000
0.17%, dated 9/9/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $377,549,702, 1.92% - 6.5%, 4/1/26 - 11/1/43)	370,213		370,000
0.18%, dated 9/4/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $151,027,177, 1.35% - 6.5%, 9/1/24 - 8/1/48)	148,099		148,000
0.2%, dated 9/3/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $566,383,050, 1.35% - 6.5%, 4/1/25 - 2/1/44)	555,561		555,000
Mizuho Securities U.S.A., Inc. at 0.15%, dated 11/21/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $255,011,746, 0% - 5.3%, 12/31/13 - 8/15/54)	250,093		250,000
TOTAL GOVERNMENT AGENCY REPURCHASE AGREEMENT (Cost $4,637,828)		4,637,828
Other Repurchase Agreement - 9.5%

Other Repurchase Agreement - 9.5%
With:
BNP Paribas Securities Corp. at:
0.27%, dated 11/12/13 due 12/6/13 (Collateralized by Corporate Obligations valued at $144,915,717, 0% - 9.88%, 12/13/13 - 3/1/47)	138,031		138,000
0.46%, dated 11/6/13 due 12/6/13 (Collateralized by Corporate Obligations valued at $29,926,501, 1.25% - 11.25%, 5/27/14 - 11/15/43)	28,012		28,000
Citigroup Global Markets, Inc. at:
0.46%, dated 11/29/13 due 12/2/13 (Collateralized by Corporate Obligations valued at $76,671,295, 0.25% - 8.88%, 10/1/14 - 12/31/39)	71,003		71,000
0.85%, dated 10/18/13 due 1/16/14 (Collateralized by Corporate Obligations valued at $180,537,494, 0.5% - 6%, 4/1/15 - 12/15/43)	167,355		167,000
Other Repurchase Agreement - continued
	Maturity Amount (000s)		Value (000s)
Other Repurchase Agreement - continued
With: - continued
Citigroup Global Markets, Inc. at:
0.87%, dated 11/26/13 due 2/24/14 (Collateralized by Corporate Obligations valued at $59,408,613, 1.5% - 7.5%, 10/15/15 - 12/15/43)	$ 55,120		$ 55,000
0.98%, dated 11/21/13 due 3/4/14 (Collateralized by Corporate Obligations valued at $298,169,259, 0.25% - 34.67%, 6/20/14 - 4/7/52)	277,352		276,000
Credit Suisse Securities (U.S.A.) LLC at:
0.18%, dated 11/29/13 due 12/2/13 (Collateralized by Equity Securities valued at $338,051,208)	313,005		313,000
0.19%, dated 11/27/13 due 12/4/13 (Collateralized by U.S. Government Obligations valued at $155,534,325, 0.46% - 5.98%, 2/25/19 - 8/15/43)	151,006		151,000
0.64%, dated:
10/7/13 due 1/6/14 (Collateralized by Corporate Obligations valued at $115,752,403, 0.24% - 8.4%, 12/2/30 - 10/25/45)	107,173		107,000
10/15/13 due 1/10/14 (Collateralized by Corporate Obligations valued at $234,698,235, 0.27% - 2.64%, 8/25/33 - 8/25/47)	217,336		217,000
0.71%, dated:
10/17/13 due 4/16/14 (Collateralized by Corporate Obligations valued at $117,780,555, 0% - 0.45%, 12/2/13 - 10/25/47)	109,389		109,000
10/22/13 due 4/21/14 (Collateralized by Corporate Obligations valued at $115,647,861, 0.25% - 7.03%, 5/15/24 - 8/28/47)	107,382		107,000
11/4/13 due 5/2/14 (Collateralized by Corporate Obligations valued at $116,712,374, 0.32% - 0.41%, 9/25/36 - 5/25/37)	108,381		108,000
11/12/13 due 5/9/14 (Collateralized by Corporate Obligations valued at $350,038,153, 0.26% - 8.39%, 10/15/26 - 11/25/47)	325,137		324,000
0.75%, dated 7/25/13 due 1/21/14 (Collateralized by Corporate Obligations valued at $45,374,270, 0.24% - 7.84%, 11/15/29 - 5/25/47)	42,158		42,000
0.76%, dated 6/10/13 due 12/6/13 (Collateralized by Corporate Obligations valued at $118,062,621, 0% - 0.45%, 12/2/13 - 4/25/47)	109,412		109,000
Deutsche Bank Securities, Inc. at 0.27%, dated 11/26/13 due 12/6/13 (Collateralized by Equity Securities valued at $179,288,075)	166,017		166,000
ING Financial Markets LLC at 0.24%, dated 11/29/13 due 12/2/13 (Collateralized by Equity Securities valued at $459,009,216)	425,009		425,000
Other Repurchase Agreement - continued
	Maturity Amount (000s)		Value (000s)
Other Repurchase Agreement - continued
With: - continued
J.P. Morgan Clearing Corp. at:
0.49%, dated 11/8/13 due 2/27/14 (Collateralized by Equity Securities valued at $119,601,273)	$ 110,225		$ 110,000
0.53%, dated 11/1/13 due 4/30/14 (Collateralized by Equity Securities valued at $217,484,146)	200,530		200,000
0.6%, dated 10/17/13 due 2/14/14 (Collateralized by Corporate Obligations valued at $238,218,090, 1.5% - 2.63%, 12/1/16 - 5/1/32)	219,438		219,000
0.61%, dated 8/9/13 due 12/9/13 (Collateralized by Corporate Obligations valued at $234,143,362, 1% - 5.5%, 12/15/13 - 10/1/32)	215,444		215,000
0.62%, dated:
10/8/13 due 2/27/14 (Collateralized by Corporate Obligations valued at $234,997,321, 1.5% - 5%, 3/15/15 - 8/1/31)	216,781		216,000
10/18/13 due 3/17/14 (Collateralized by Corporate Obligations valued at $236,044,660, 1.13% - 5%, 12/1/17 - 12/15/43)	217,561		217,000
J.P. Morgan Securities, Inc. at:
0.2%, dated 11/27/13 due 12/4/13 (Collateralized by U.S. Government Obligations valued at $229,693,247, 0% - 19.72%, 11/20/26 - 11/16/53)	223,009		223,000
0.61%, dated:
10/29/13 due 2/27/14 (Collateralized by Mortgage Loan Obligations valued at $54,029,148, 0.4% - 1.15%, 8/25/46 - 9/25/46)	50,178		50,000
11/13/13 due 3/13/14 (Collateralized by Mortgage Loan Obligations valued at $220,380,757, 2.46% - 6%, 4/25/35 - 12/10/49)	204,415		204,000
0.62%, dated:
10/7/13 due 2/27/14 (Collateralized by Mortgage Loan Obligations valued at $402,127,817, 0% - 6.83%, 12/1/28 - 2/12/51)	373,345		372,000
11/13/13 due 2/27/14 (Collateralized by Mortgage Loan Obligations valued at $235,505,116, 2.61% - 49.87%, 2/20/35 - 2/15/51)	219,017		218,000
0.65%, dated 7/19/13 due 2/27/14 (Collateralized by Mortgage Loan Obligations valued at $554,288,577, 0.35% - 29.61%, 10/25/30 - 2/15/51)	514,487		512,000
Merrill Lynch, Pierce, Fenner & Smith at:
0.21%, dated 11/29/13 due 12/2/13 (Collateralized by Equity Securities valued at $540,009,556)	500,009		500,000
Other Repurchase Agreement - continued
	Maturity Amount (000s)		Value (000s)
Other Repurchase Agreement - continued
With: - continued
Merrill Lynch, Pierce, Fenner & Smith at:
0.23%, dated 11/27/13 due 12/4/13 (Collateralized by U.S. Government Obligations valued at $566,518,097, 0% - 32.38%, 6/25/21 - 3/16/47)	$ 550,025		$ 550,000
0.56%, dated:
11/26/13 due 12/3/13 (Collateralized by Corporate Obligations valued at $237,822,692, 0% - 10.13%, 12/3/13 - 8/15/56) (d)(e)	221,024		221,000
11/29/13 due 12/2/13 (Collateralized by Corporate Obligations valued at $213,040,722, 0% - 10.35%, 11/10/14 - 5/15/68)	200,009		200,000
0.73%, dated 11/4/13 due 1/6/14 (Collateralized by Equity Securities valued at $418,195,871)	387,494		387,000
0.85%, dated 11/8/13 due 1/10/14 (Collateralized by Mortgage Loan Obligations valued at $118,865,832, 0% - 9.75%, 12/3/13 - 1/20/47)	110,164		110,000
Mitsubishi UFJ Securities (U.S.A.), Inc. at:
0.25%, dated 11/12/13 due 12/6/13 (Collateralized by Corporate Obligations valued at $88,212,251, 0.38% - 12%, 1/21/14 - 4/8/68)	84,018		84,000
0.27%, dated:
11/4/13 due 12/6/13 (Collateralized by Equity Securities valued at $90,739,150)	84,020		84,000
11/7/13 due 12/6/13 (Collateralized by Equity Securities valued at $90,737,059)	84,021		84,000
0.28%, dated 11/1/13 due 12/4/13 (Collateralized by Equity Securities valued at $47,531,517)	44,011		44,000
Mizuho Securities U.S.A., Inc. at:
0.19%, dated 11/29/13 due 12/2/13 (Collateralized by U.S. Government Obligations valued at $413,088,378, 0.53% - 8.88%, 1/15/14 - 1/31/44)	400,006		400,000
0.3%, dated:
11/18/13 due 12/2/13 (Collateralized by Equity Securities valued at $133,935,640)	124,014		124,000
11/19/13 due 12/3/13 (Collateralized by Equity Securities valued at $88,569,631)	82,010		82,000
11/27/13 due 12/6/13 (Collateralized by Equity Securities valued at $87,414,729)	81,010		81,000
11/27/13 due 12/6/13 (Collateralized by Equity Securities valued at $87,483,715)	81,009		81,000
11/29/13 due 12/6/13 (Collateralized by Equity Securities valued at $44,281,142)	41,005		41,000
Other Repurchase Agreement - continued
	Maturity Amount (000s)		Value (000s)
Other Repurchase Agreement - continued
With: - continued
Mizuho Securities U.S.A., Inc. at:
0.52%, dated 10/31/13 due 12/2/13 (Collateralized by Corporate Obligations valued at $84,602,189, 0.42% - 7.66%, 5/15/17 - 10/15/47)	$ 81,037		$ 81,000
0.92%, dated:
10/23/13 due 1/21/14 (Collateralized by U.S. Government Obligations valued at $89,903,085, 0% - 9.75%, 9/15/14 - 4/16/54)	82,189		82,000
11/4/13 due 2/3/14 (Collateralized by U.S. Government Obligations valued at $130,447,285, 0.32% - 10.5%, 8/4/16 - 1/16/55)	123,286		123,000
11/12/13 due 2/10/14 (Collateralized by Mortgage Loan Obligations valued at $87,005,744, 0.27% - 6.23%, 9/15/16 - 4/16/54)	81,186		81,000
0.94%, dated 9/4/13 due 12/4/13 (Collateralized by Corporate Obligations valued at $219,099,908, 0.36% - 8.75%, 5/4/18 - 11/25/47)	205,487		205,000
1.1%, dated:
9/9/13 due 1/9/14 (Collateralized by U.S. Government Obligations valued at $86,082,468, 0.34% - 7.5%, 8/15/19 - 4/16/54)	81,302		81,000
10/30/13 due 2/27/14 (Collateralized by Corporate Obligations valued at $85,787,159, 0.31% - 9.13%, 2/15/16 - 2/25/46)	81,297		81,000
RBC Capital Markets Co. at:
0.24%, dated 11/29/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $88,541,322, 2.5% - 6.81%, 10/1/27 - 11/1/43)	86,004		86,000
0.31%, dated 9/24/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $154,576,316, 0% - 1,181.25%, 2/25/17 - 7/25/43)	150,116		150,000
0.4%, dated 11/27/13 due 12/4/13 (Collateralized by Mortgage Loan Obligations valued at $92,041,157, 0.33% - 9%, 12/25/18 - 1/15/49)	86,007		86,000
RBS Securities, Inc. at 0.6%, dated 11/27/13 due 12/4/13 (Collateralized by Corporate Obligations valued at $305,923,460, 0% - 7.38%, 2/17/17 - 8/15/56)	285,033		285,000
SG Americas Securities, LLC at:
0.24%, dated 11/29/13 due 12/6/13 (Collateralized by Equity Securities valued at $238,685,091)	221,010		221,000
0.26%, dated:
11/25/13 due 12/2/13 (Collateralized by Equity Securities valued at $178,209,015)	165,008		165,000
11/26/13 due 12/3/13 (Collateralized by Equity Securities valued at $118,805,163)	110,006		110,000
Other Repurchase Agreement - continued
	Maturity Amount (000s)		Value (000s)
Other Repurchase Agreement - continued
With: - continued
SG Americas Securities, LLC at:
0.26%, dated:
11/27/13 due 12/4/13 (Collateralized by Equity Securities valued at $298,090,826)	$ 276,014		$ 276,000
0.31%, dated 11/29/13 due 12/2/13 (Collateralized by Corporate Obligations valued at $241,277,202, 4.63% - 11.75%, 1/15/15 - 5/15/68)	224,006		224,000
UBS Securities LLC at 0.44%, dated:
10/8/13 due 12/6/13 (Collateralized by Corporate Obligations valued at $150,221,800, 1.25% - 7.5%, 3/1/14 - 10/15/39)	139,156		139,000
10/15/13 due 12/6/13 (Collateralized by Corporate Obligations valued at $104,796,064, 1.13% - 6.75%, 2/15/14 - 10/15/39)	97,109		97,000
TOTAL OTHER REPURCHASE AGREEMENT (Cost $11,315,000)		11,315,000
TOTAL INVESTMENT PORTFOLIO - 99.4% (Cost $118,515,229)			118,515,229
NET OTHER ASSETS (LIABILITIES) - 0.6%			766,701
NET ASSETS - 100%		$ 119,281,930

Security Type Abbreviations
TRAN	-	TAX AND REVENUE ANTICIPATION NOTE
VRDN	-	VARIABLE RATE DEMAND NOTE (A debt instrument that is payable upon demand, either daily, weekly or monthly)

Legend

(a) Yield represents either the annualized yield at the date of purchase, or the stated coupon rate, or, for floating and adjustable rate securities, the rate at period end.

(b) 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 end of the period, the value of these securities amounted to $1,351,000,000 or 1.1% of net assets.

(c) Security or a portion of the security was sold in a reverse repurchase transaction and pledged for the benefit of a counterparty as collateral to secure the future obligations of the Fund to repurchase the securities at an agreed-upon date and price. At period end, the value of securities pledged by the Fund for reverse repurchase transactions was $220,698,000 and the principal amount of obligations of the Fund with respect to reverse repurchase transactions was $221,000,000.

(d) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

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

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

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$4,325,000 due 12/02/13 at 0.10%
BNY Mellon Capital Markets LLC	$ 512
Mizuho Securities USA, Inc.	3,813
	$ 4,325

Other Information

The date shown for securities represents the date when principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets.

All investments are categorized as Level 2 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

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)	November 30, 2013

Assets
Investment in securities, at value (including repurchase agreements of $15,952,828) - See accompanying schedule: Unaffiliated issuers (cost $118,515,229)		$ 118,515,229
Receivable for investments sold		1,383,000
Receivable for fund shares sold		1,098,474
Interest receivable		70,567
Prepaid expenses		303
Other receivables		1,895
Total assets		121,069,468

Liabilities
Payable for fund shares redeemed	$ 1,540,939
Distributions payable	26
Accrued management fee	16,714
Payable for reverse repurchase agreement	220,999
Other affiliated payables	6,392
Other payables and accrued expenses	2,468
Total liabilities		1,787,538

Net Assets		$ 119,281,930
Net Assets consist of:
Paid in capital		$ 119,279,777
Accumulated undistributed net realized gain (loss) on investments		2,153
Net Assets, for 119,248,986 shares outstanding		$ 119,281,930
Net Asset Value, offering price and redemption price per share ($119,281,930 ÷ 119,248,986 shares)		$ 1.00

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended November 30, 2013

Investment Income
Interest (including $1 from affiliated interfund lending)		$ 336,757

Expenses
Management fee	$ 199,176
Transfer agent fees	227,038
Accounting fees and expenses	3,197
Custodian fees and expenses	1,511
Independent trustees' compensation	448
Registration fees	1,375
Audit	177
Legal	278
Miscellaneous	837
Total expenses before reductions	434,037
Expense reductions	(109,096)	324,941
Net investment income (loss)		11,816
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		1,905
Net increase in net assets resulting from operations		$ 13,721

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2013	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 11,816	$ 20,032
Net realized gain (loss)	1,905	3,907
Net increase in net assets resulting from operations	13,721	23,939
Distributions to shareholders from net investment income	(11,793)	(20,076)
Share transactions at net asset value of $1.00 per share Proceeds from sales of shares	282,482,065	252,158,299
Reinvestment of distributions	11,512	19,802
Cost of shares redeemed	(279,684,513)	(255,252,217)
Net increase (decrease) in net assets and shares resulting from share transactions	2,809,064	(3,074,116)
Total increase (decrease) in net assets	2,810,992	(3,070,253)

Net Assets
Beginning of period	116,470,938	119,541,191
End of period (including undistributed net investment income of $0 and distributions in excess of net investment income of $128, respectively)	$ 119,281,930	$ 116,470,938

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

Annual Report

Financial Highlights

Years ended November 30,	2013	2012	2011	2010	2009
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 (loss)	- ^C	- ^C	- ^C	.001	.008
Net realized and unrealized gain (loss) ^C	-	-	-	-	-
Total from investment operations	- ^C	- ^C	- ^C	.001	.008
Distributions from net investment income	- ^C	- ^C	- ^C	(.001)	(.008)
Distributions from net realized gain	-	-	- ^C	-	-
Total distributions	- ^C	- ^C	- ^C	(.001)	(.008)
Net asset value, end of period	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Total Return ^A	.01%	.02%	.02%	.06%	.77%
Ratios to Average Net Assets ^B
Expenses before reductions	.37%	.38%	.37%	.37%	.41%
Expenses net of fee waivers, if any	.28%	.36%	.34%	.37%	.41%
Expenses net of all reductions	.28%	.36%	.34%	.37%	.41%
Net investment income (loss)	.01%	.02%	.01%	.06%	.77%
Supplemental Data
Net assets, end of period (in millions)	$ 119,282	$ 116,471	$ 119,541	$ 118,986	$ 132,568

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

^B Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

^C Amount represents less than $.001 per share.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2013

(Amounts in thousands except percentages)

1. Organization.

Fidelity Cash Reserves (the Fund) is a fund of Fidelity Phillips Street 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.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates fair value. The amortized cost of an instrument is determined by valuing it at its original cost and thereafter amortizing any discount or premium from its face value at a constant rate until maturity. Securities held by a money market fund are generally high quality and liquid; however, they are reflected as Level 2 because the inputs used to determine fair value are not quoted prices in an active market.

Investment Transactions and Income. The net asset value per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Significant Accounting Policies - continued

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. During the period, the Fund incurred an excise tax liability on undistributed net investment income, undistributed short-term capital gain and undistributed long-term capital gain which is included in Miscellaneous expense on the Statement of Operations. As of November 30, 2013, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ -
Gross unrealized depreciation	-
Net unrealized appreciation (depreciation) on securities and other investments	$ -

Tax Cost	$ 118,515,229

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 4,064
Net unrealized appreciation (depreciation)	$ -

The tax character of distributions paid was as follows:

	November 30, 2013	November 30, 2012
Ordinary Income	$ 11,793	$ 20,076

Repurchase Agreements. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the Fund along with other registered investment companies having management contracts with Fidelity Management & Research Company (FMR), or other affiliated entities of FMR, are permitted to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Significant Accounting Policies - continued

Reverse Repurchase Agreements - continued

records with an initial value at least equal to its principal obligation under the agreement. The cash proceeds received by the Fund may be invested in other securities. To the extent cash proceeds received from the counterparty exceed the value of the securities sold, the counterparty may request additional collateral from the Fund. If the counterparty defaults on its obligation, because of insolvency or other reasons, the Fund could experience delays and costs in recovering the securities sold. Information regarding securities sold under a reverse repurchase agreement is included at the end of the Fund's Schedule of Investments and the cash proceeds are recorded as a liability in the accompanying Statement of Assets and Liabilities. The Fund continues to receive interest and dividend payments on the securities sold during the term of the reverse repurchase agreement.

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. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is calculated on the basis of a group fee rate plus a total income-based component. The annualized group fee rate averaged .11% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. The total income-based component is calculated according to a graduated schedule providing for different rates based on the Fund's gross annualized yield. The rate increases as the Fund's gross yield increases.

During the period the income-based portion of this fee was $65,623 or an annual rate of .06% of the Fund's average net assets. For the reporting period, the Fund's total annual management fee rate was .17% of the Fund's average net assets.

Annual Report

3. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .19% of average net assets.

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

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 or other affiliated entities of 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 affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate
Lender	$ 8,538	.38%

4. Expense Reductions.

The investment adviser or its affiliates voluntarily agreed to waive certain fees in order to maintain a minimum annualized yield of .01%. Such arrangements may be discontinued by the investment adviser at any time. For the period, the amount of the waiver was $109,056.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $39.

In addition, through arrangements with the Fund's custodian, 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 custody expenses by $1.

5. Other.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Other - continued

exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Phillips Street Trust and the Shareholders of Fidelity Cash Reserves:

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 Fidelity Cash Reserves (a fund of Fidelity Phillips Street Trust) at November 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 Fidelity Cash Reserves'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). Those standards 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 November 30, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 10, 2014

Annual Report

Trustees and Officers

The Trustees and 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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and James C. Curvey, each of the Trustees oversees 223 funds. Ms. Acton oversees 205 funds. Mr. Curvey oversees 396 funds.

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. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers hold office without limit in time, except that any officer 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates, and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. The Operations Committee also worked and continues to work with FMR to enhance the stress tests required under SEC regulations for money market funds. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Abigail P. Johnson (1961)
Year of Election or Appointment: 2009 Trustee Chairman of the Board of Trustees
	Ms. Johnson also serves as Trustee of other Fidelity funds. Ms. Johnson serves as President of FMR LLC (2013-present), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

* 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.

⁺ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent 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, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Elizabeth S. Acton (1951)
Year of Election or Appointment: 2013 Trustee
	Ms. Acton also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present).
Albert R. Gamper, Jr. (1942)
Year of Election or Appointment: 2006 Trustee Chairman of the Independent Trustees
	Mr. Gamper also serves as Trustee of other Fidelity funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of certain Fidelity funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (1951)
Year of Election or Appointment: 2010 Trustee
	Mr. Gartland also serves as Trustee of other Fidelity funds. Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (1947)
Year of Election or Appointment: 2008 Trustee
	Mr. Johnson also serves as Trustee of other Fidelity funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.
Michael E. Kenneally (1954)
Year of Election or Appointment: 2009 Trustee
	Mr. Kenneally also serves as Trustee of other Fidelity funds. Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity funds before joining the Board of Trustees (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (1940)
Year of Election or Appointment: 2007 Trustee
	Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (1946)
Year of Election or Appointment: 2001 Trustee Vice Chairman of the Independent Trustees
	Ms. Knowles also serves as Trustee of other Fidelity funds. 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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002).
Kenneth L. Wolfe (1939)
Year of Election or Appointment: 2005 Trustee
	Mr. Wolfe also serves as Trustee of other Fidelity funds. Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of other Fidelity funds (2008-2012).

Officers:

Correspondence intended for each officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2013 Assistant Secretary
	Mr. Bryant also serves as an officer of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC. Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2013 President and Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Charles S. Morrison (1960)
Year of Election or Appointment: 2012 Vice President
	Mr. Morrison also serves as Vice President of other funds. He serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.
Nancy D. Prior (1967)
Year of Election or Appointment: 2012 Vice President of Fidelity's Money Market Funds
	Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President, Money Market Group of FMR (2011-present) and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2009 Assistant Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Gary W. Ryan (1958)
Year of Election or Appointment: 2005 Assistant Treasurer
	Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Stephen Sadoski (1971)
Year of Election or Appointment: 2013 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Assistant Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Michael H. Whitaker (1967)
Year of Election or Appointment: 2008 Chief Compliance Officer
	Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

A total of 6.64% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $9,366,252 of distributions paid during the period January 1, 2013 to November 30, 2013 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Cash Reserves

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established four standing committees, Operations, Audit, Fair Valuation, and Governance and Nominating, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2013 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (v) rationalizing product lines and gaining increased efficiencies through the combination of several funds with other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; and (xi) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund for different time periods, measured against a peer group of mutual funds with similar objectives ("peer group"). In its evaluation of fund investment performance at meetings throughout the year, the Board gave particular attention to information indicating underperformance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for such underperformance.

Annual Report

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on gross performance (before fees and expenses but after transaction costs) compared to appropriate peer groups, over appropriate time periods that may include full market cycles, taking into account relevant factors including the following: general market conditions; expectations for interest rate levels and credit conditions; issuer-specific information including credit quality; tactical opportunities for investment; the fund's market value NAV over time and its resilience under various stressed conditions; and fund cash flows and other factors.

The Board recognizes that in interest rate environments where many competitors waive fees to maintain a minimum yield, relative money market fund performance on a net basis (after fees and expenses) may not be particularly meaningful due to miniscule performance differences among competitor funds. Depending on the circumstances, the Independent Trustees may be satisfied with a fund's performance notwithstanding that it lags its peer group for certain periods.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate peer group for the most recent one-, three-, and five-year periods.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 50% would mean that half of the funds in the Total Mapped Group had higher, and half had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. The Board also recognized that the income-based component of the fund's management fee varies depending on the level of the fund's monthly gross income, providing for higher fees at higher income levels, and for lower fees at lower income levels.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Cash Reserves

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Annual Report

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of the fund's total expense ratio, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked above its competitive median for 2012. The Board considered that, in general, various factors can affect total expense ratios. The Board considered that Fidelity has been voluntarily waiving part or all of the transfer agent fees and/or management fees to maintain a minimum yield, and also noted that Fidelity retains the ability to be repaid in certain circumstances. The Board also noted that the fund's total expense ratio ranked above the median for 2012, as it did for 2011, because the advisors of many competitor funds waived fees or reimbursed expenses to a greater extent than Fidelity in order to maintain a minimum yield, which caused the expense medians to be lower than they otherwise would be, and that excluding fee waivers the fund ranked below the median.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other mutual funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the fund's total expense ratio was reasonable, although above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Amendment to Description of Group Fee Rate. At its September 2013 meeting, the Board voted to approve an amendment to the fund's management contract to modify the description of the "group fee rate." The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures, including the group fee structure and definition of group assets, and the rationale for recommending different fees among different categories of funds and classes; (vi) Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes as well as contractual waivers in place for certain funds; (vii) the methodology with respect to competitive fund data and peer group classifications; (viii) Fidelity's transfer agent fee, expense, and service structures for different funds and classes, and the impact of the increased use of omnibus accounts; and (ix) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons, and actions that might be taken by Fidelity to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments
Money Management, Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions

and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774 (8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST^®) qwe451
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

CAS-UANN-0114
1.786705.110

Fidelity®

U.S. Government Reserves

Annual Report

November 30, 2013

(Fidelity Cover Art)

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.
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)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

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 (June 1, 2013 to November 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value June 1, 2013	Ending Account Value November 30, 2013	Expenses Paid During Period* June 1, 2013 to November 30, 2013
Actual	.12%	$ 1,000.00	$ 1,000.10	$ .60
Hypothetical^A		$ 1,000.00	$ 1,024.47	$ .61

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes/Performance (Unaudited)

Effective Maturity Diversification
Days	% of fund's investments 11/30/13	% of fund's investments 5/31/13	% of fund's investments 11/30/12
1 - 7	44.1	55.8	49.2
8 - 30	16.7	15.6	15.4
31 - 60	6.0	4.5	8.2
61 - 90	11.9	0.6	9.4
91 - 180	12.3	9.5	8.6
> 180	9.0	14.0	9.2

Effective maturity is determined in accordance with the requirements of Rule 2a-7 under the Investment Company Act of 1940.

Weighted Average Maturity
	11/30/13	5/31/13	11/30/12
Fidelity U.S. Government Reserves	55 Days	55 Days	54 Days
Government Retail Money Market Funds Average*	52 Days	51 Days	52 Days

Weighted Average Life
	11/30/13	5/31/13	11/30/12
Fidelity U.S. Government Reserves	106 Days	96 Days	102 Days

* Source: iMoneyNet, Inc.

Annual Report

Asset Allocation (% of fund's net assets)
As of November 30, 2013		As of May 31, 2013
	Treasury Debt 10.5%		Treasury Debt 6.0%
	Government Agency Debt 44.4%		Government Agency Debt 35.5%
	Repurchase Agreements 44.6%		Repurchase Agreements 58.4%
	Net Other Assets (Liabilities) 0.5%		Net Other Assets (Liabilities) 0.1%

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Current and Historical Seven-Day Yields

	11/30/13	8/31/13	5/31/13	2/28/13	11/30/12
Fidelity U.S. Government Reserves	0.01%	0.01%	0.01%	0.01%	0.01%

Annual Report

Investments November 30, 2013

Showing Percentage of Net Assets

Treasury Debt - 10.5%
		Yield (a)	Principal Amount (000s)	Value (000s)
U.S. Treasury Obligations - 10.5%
U.S. Treasury Bills
	5/1/14 to 5/22/14	0.08 to 0.10%	$ 85,000	$ 84,965
U.S. Treasury Notes
	12/31/13 to 6/15/14	0.10 to 0.21	164,000	164,408
TOTAL TREASURY DEBT (Cost $249,373)				249,373
Government Agency Debt - 44.4%

Federal Agencies - 44.4%
Fannie Mae
	2/27/14 to 10/21/15	0.14 to 0.20 (b)	121,000	121,086
Federal Farm Credit Bank
	1/13/15	0.16 (b)	9,000	8,998
	8/12/14 to 1/12/15	0.14 to 0.16 (b)	16,000	15,997
Federal Home Loan Bank
	12/5/13 to 11/25/15	0.09 to 0.25 (b)	715,470	716,423
Freddie Mac
	12/23/13 to 10/16/15	0.10 to 0.21 (b)	195,000	194,986
TOTAL GOVERNMENT AGENCY DEBT (Cost $1,057,490)				1,057,490

Government Agency Repurchase Agreement - 42.3%
	Maturity Amount (000s)
In a joint trading account at 0.1% dated 11/29/13 due 12/2/13 (Collateralized by U.S. Government Obligations) #	$ 372,688		372,685
With:
Barclays Capital, Inc. at 0.1%, dated 10/17/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $27,543,519, 2.48% - 4.56%, 3/1/27 - 11/20/62)	27,005		27,000
BNP Paribas Securities Corp. at:
0.07%, dated 11/4/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $25,492,208, 2.11% - 6.5%, 3/1/15 - 6/1/47)	24,994		24,991
0.08%, dated 11/12/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $27,595,940, 2.5% - 4.5%, 5/1/25 - 3/20/42)	27,005		27,000
Government Agency Repurchase Agreement - continued
	Maturity Amount (000s)		Value (000s)
With: - continued
Citibank NA at 0.09%, dated 11/27/13 due 12/4/13 (Collateralized by U.S. Government Obligations valued at $49,936,765, 4% - 6.5%, 5/1/40 - 11/20/43)	$ 48,958		$ 48,957
Credit Suisse Securities (U.S.A.) LLC at 0.12%, dated 9/10/13 due 1/8/14 (Collateralized by U.S. Government Obligations valued at $13,396,942, 4.5%, 11/25/39)	13,005		13,000
Deutsche Bank Securities, Inc. at 0.08%, dated 10/31/13 due 12/2/13 (Collateralized by U.S. Government Obligations valued at $12,240,871, 2.5% - 5%, 7/1/21 - 11/1/43)	12,001		12,000
ING Financial Markets LLC at:
0.1%, dated 10/4/13 due 12/4/13 (Collateralized by U.S. Government Obligations valued at $4,416,721, 3.5%, 6/1/42)	4,329		4,328
0.12%, dated 11/25/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $37,454,729, 2.5% - 4%, 10/1/25 - 5/1/28)	36,725		36,718
0.15%, dated 10/15/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $2,850,159, 3.5%, 6/1/42)	2,792		2,791
Merrill Lynch, Pierce, Fenner & Smith at:
0.07%, dated:
11/5/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $33,767,021, 0.11%, 11/25/14)	33,104		33,100
11/12/13 due 12/6/13 (Collateralized by U.S. Treasury Obligations valued at:
$24,481,041, 0%, 2/13/14	24,001		24,000
$24,481,041, 0%, 2/13/14)	24,003		24,000
0.08%, dated 11/14/13 due 12/6/13 (Collateralized by U.S. Treasury Obligations valued at $22,352,212, 0%, 2/13/14)	21,914		21,913
Mitsubishi UFJ Securities (U.S.A.), Inc. at:
0.14%, dated:
9/11/13 due 12/4/13 (Collateralized by U.S. Government Obligations valued at $10,203,253, 1.92% - 5.5%, 9/1/24 - 11/1/43)	10,003		10,000
9/20/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $7,142,027, 1.92% - 5.5%, 9/1/24 - 11/1/43)	7,002		7,000
10/22/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $6,120,976, 2.09% - 5.5%, 9/1/24 - 11/1/43)	6,002		6,000
Government Agency Repurchase Agreement - continued
	Maturity Amount (000s)		Value (000s)
With: - continued
Mitsubishi UFJ Securities (U.S.A.), Inc. at:
0.15%, dated:
9/20/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at:
$5,101,551, 2.5% - 5.5%, 9/1/24 - 11/1/43	$ 5,002		$ 5,000
$7,142,172, 1.92% - 5.5%, 9/1/24 - 11/1/43)	7,004		7,000
10/22/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $6,121,046, 2.85% - 5.5%, 9/1/24 - 11/1/43)	6,003		6,000
11/19/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $6,120,332, 2.5% - 5.5%, 9/1/24 - 11/1/43)	6,002		6,000
0.16%, dated 11/4/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $12,241,523, 1.92% - 5.5%, 9/1/24 - 11/1/43)	12,006		12,000
0.17%, dated 9/9/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $7,142,832, 1.92% - 5.5%, 9/1/24 - 8/1/48)	7,004		7,000
0.18%, dated 9/4/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $3,061,362, 2.09% - 5.5%, 9/1/24 - 11/1/43)	3,002		3,000
0.2%, dated 9/3/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $11,225,611, 1.92% - 5.5%, 9/1/24 - 11/1/43)	11,011		11,000
Mizuho Securities U.S.A., Inc. at 0.15%, dated 11/21/13 due 12/6/13 (Collateralized by U.S. Treasury Obligations valued at $27,257,690, 2.5% - 7.25%, 4/18/16 - 10/1/43)	26,732		26,722
RBC Capital Markets Corp. at:
0.09%, dated 11/18/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $23,766,832, 1.87% - 5%, 5/1/23 - 11/1/43)	23,302		23,300
0.1%, dated:
11/15/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $36,560,567, 2.3% - 4.5%, 7/1/26 - 7/1/43)	35,848		35,842
11/18/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $23,766,924, 2.5% - 4.5%, 7/1/26 - 7/1/43)	23,304		23,300
11/22/13 due 12/6/13 (Collateralized by U.S. Government Obligations valued at $24,882,571, 2.5% - 4.5%, 7/1/26 - 9/1/40)	24,398		24,394
UBS Securities LLC at 0.09%, dated 11/26/13 due 12/3/13 (Collateralized by U.S. Government Obligations valued at $38,035,381, 0.97%, 11/15/40)	36,928		36,927
Government Agency Repurchase Agreement - continued
	Maturity Amount (000s)		Value (000s)
With: - continued
Wells Fargo Securities, LLC at:
0.12%, dated:
11/6/13 due 2/10/14 (Collateralized by U.S. Government Obligations valued at $9,203,422, 1.5% - 4%, 10/23/19 - 8/1/43)	$ 9,003		$ 9,000
11/12/13 due 2/14/14 (Collateralized by U.S. Government Obligations valued at $51,009,312, 0.57% - 5%, 8/1/23 - 9/1/43)	50,016		50,000
0.13%, dated 11/15/13 due 2/13/14 (Collateralized by U.S. Government Obligations valued at $25,554,033, 0.57% - 5%, 8/1/23 - 11/1/43)	25,008		25,000
TOTAL GOVERNMENT AGENCY REPURCHASE AGREEMENT (Cost $1,006,968)		1,006,968
Treasury Repurchase Agreement - 2.3%

With Mizuho Securities U.S.A., Inc. at 0.12%, dated 11/21/13 due 12/6/13 (Collateralized by U.S. Treasury Obligations valued at $55,786,866, 0.25% - 3.63%, 9/30/14 - 8/15/19) (Cost $54,691)	54,707		54,691
TOTAL INVESTMENT PORTFOLIO - 99.5% (Cost $2,368,522)			2,368,522
NET OTHER ASSETS (LIABILITIES) - 0.5%			11,307
NET ASSETS - 100%		$ 2,379,829

Legend

(a) Yield represents either the annualized yield at the date of purchase, or the stated coupon rate, or, for floating and adjustable rate securities, the rate at period end.

(b) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

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

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$372,685,000 due 12/02/13 at 0.10%
BNY Mellon Capital Markets LLC	$ 44,114
Mizuho Securities USA, Inc.	328,571
	$ 372,685

Other Information

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)	November 30, 2013

Assets
Investment in securities, at value (including repurchase agreements of $1,061,659) - See accompanying schedule: Unaffiliated issuers (cost $2,368,522)		$ 2,368,522
Cash		3
Receivable for investments sold		10,000
Receivable for fund shares sold		2,099
Interest receivable		1,342
Prepaid expenses		6
Total assets		2,381,972

Liabilities
Payable for fund shares redeemed	$ 1,895
Accrued management fee	191
Other affiliated payables	20
Other payables and accrued expenses	37
Total liabilities		2,143

Net Assets		$ 2,379,829
Net Assets consist of:
Paid in capital		$ 2,379,804
Accumulated undistributed net realized gain (loss) on investments		25
Net Assets, for 2,379,368 shares outstanding		$ 2,379,829
Net Asset Value, offering price and redemption price per share ($2,379,829 ÷ 2,379,368 shares)		$ 1.00

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended November 30, 2013

Investment Income
Interest		$ 3,719

Expenses
Management fee	$ 3,989
Transfer agent fees	3,373
Accounting fees and expenses	226
Custodian fees and expenses	16
Independent trustees' compensation	9
Registration fees	63
Audit	41
Legal	6
Miscellaneous	18
Total expenses before reductions	7,741
Expense reductions	(4,267)	3,474
Net investment income (loss)		245
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		8
Net increase in net assets resulting from operations		$ 253

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2013	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 245	$ 256
Net realized gain (loss)	8	19
Net increase in net assets resulting from operations	253	275
Distributions to shareholders from net investment income	(245)	(256)
Distributions to shareholders from net realized gain	-	(26)
Total distributions	(245)	(282)
Share transactions at net asset value of $1.00 per share Proceeds from sales of shares	980,464	894,369
Reinvestment of distributions	242	280
Cost of shares redeemed	(1,079,710)	(1,065,098)
Net increase (decrease) in net assets and shares resulting from share transactions	(99,004)	(170,449)
Total increase (decrease) in net assets	(98,996)	(170,456)

Net Assets
Beginning of period	2,478,825	2,649,281
End of period	$ 2,379,829	$ 2,478,825

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

Annual Report

Financial Highlights

Years ended November 30,	2013	2012	2011	2010	2009
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 (loss)	- ^C	- ^C	- ^C	- ^C	.005
Net realized and unrealized gain (loss) ^C	-	-	-	-	-
Total from investment operations	- ^C	- ^C	- ^C	- ^C	.005
Distributions from net investment income	- ^C	- ^C	- ^C	- ^C	(.005)
Distributions from net realized gain	-	- ^C	- ^C	- ^C	-
Total distributions	- ^C	- ^C	- ^C	- ^C	(.005)
Net asset value, end of period	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Total Return ^A	.01%	.01%	.02%	.01%	.49%
Ratios to Average Net Assets ^B
Expenses before reductions	.32%	.32%	.33%	.32%	.34%
Expenses net of fee waivers, if any	.14%	.18%	.19%	.28%	.34%
Expenses net of all reductions	.14%	.18%	.19%	.28%	.34%
Net investment income (loss)	.01%	.01%	.01%	.01%	.50%
Supplemental Data
Net assets, end of period (in millions)	$ 2,380	$ 2,479	$ 2,649	$ 2,849	$ 4,012

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

^C Amount represents less than $.001 per share.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2013

(Amounts in thousands except percentages)

1. Organization.

Fidelity® U.S. Government Reserves (the Fund) is a fund of Fidelity Phillips Street 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.

2. Significant Accounting Policies.

Security Valuation. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. During the period, the Fund incurred an excise tax liability on undistributed net investment income and undistributed short-term capital gain which is included in Miscellaneous expense on the Statement of Operations. As of November 30, 2013, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Book-tax differences are primarily due to deferred trustees compensation.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ -
Gross unrealized depreciation	-
Net unrealized appreciation (depreciation) on securities and other investments	$ -

Tax Cost	$ 2,368,522

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 27
Net unrealized appreciation (depreciation)	$ -

The tax character of distributions paid was as follows:

	November 30, 2013	November 30, 2012
Ordinary Income	$ 245	$ 282

Reverse Repurchase Agreements. To enhance its yield, the Fund may enter into reverse repurchase transactions under master repurchase agreements whereby the Fund sells securities to a counterparty in return for cash and agrees to repurchase those securities at a future date and agreed upon price. During the period that reverse repurchase transactions are outstanding, the Fund identifies the securities as pledged in its records with an initial value at least equal to its principal obligation under the agreement. The cash proceeds received by the Fund may be invested in other securities. To the extent cash proceeds received from the counterparty exceed the value of the securities sold, the counterparty may request additional collateral from the Fund. If the counterparty defaults on its obligation, because of insolvency or other reasons, the Fund could experience delays and costs in recovering the securities sold. Information regarding securities sold under a reverse repurchase agreement, if any, is included at the end of the Fund's Schedule of Investments and the cash proceeds are recorded as a liability in the accompanying Statement of Assets and Liabilities. The Fund continues to receive interest and dividend

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Significant Accounting Policies - continued

Reverse Repurchase Agreements - continued

payments on the securities sold during the term of the reverse repurchase agreement. At period end, there were no reverse repurchase agreements outstanding.

3. Fees and Other Transactions with Affiliates.

During the period the income-based portion of this fee was $1,272 or an annual rate of .05% of the Fund's average net assets. For the reporting period, the Fund's total annual management fee rate was .17% of the Fund's average net assets.

4. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $7.

Annual Report

5. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Phillips Street Trust and the Shareholders of Fidelity U.S. Government Reserves:

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 Fidelity U.S. Government Reserves (a fund of Fidelity Phillips Street Trust) at November 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 Fidelity U.S. Government Reserves'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). Those standards 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 November 30, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 10, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Abigail P. Johnson (1961)
Year of Election or Appointment: 2009 Trustee Chairman of the Board of Trustees
	Ms. Johnson also serves as Trustee of other Fidelity funds. Ms. Johnson serves as President of FMR LLC (2013-present), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

* 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.

Annual Report

Independent Trustees:

Correspondence intended for each Independent 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, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Elizabeth S. Acton (1951)
Year of Election or Appointment: 2013 Trustee
	Ms. Acton also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present).
Albert R. Gamper, Jr. (1942)
Year of Election or Appointment: 2006 Trustee Chairman of the Independent Trustees
	Mr. Gamper also serves as Trustee of other Fidelity funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of certain Fidelity funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (1951)
Year of Election or Appointment: 2010 Trustee
	Mr. Gartland also serves as Trustee of other Fidelity funds. Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (1947)
Year of Election or Appointment: 2008 Trustee
	Mr. Johnson also serves as Trustee of other Fidelity funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.
Michael E. Kenneally (1954)
Year of Election or Appointment: 2009 Trustee
	Mr. Kenneally also serves as Trustee of other Fidelity funds. Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity funds before joining the Board of Trustees (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (1940)
Year of Election or Appointment: 2007 Trustee
	Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (1946)
Year of Election or Appointment: 2001 Trustee Vice Chairman of the Independent Trustees
	Ms. Knowles also serves as Trustee of other Fidelity funds. 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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002).
Kenneth L. Wolfe (1939)
Year of Election or Appointment: 2005 Trustee
	Mr. Wolfe also serves as Trustee of other Fidelity funds. Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of other Fidelity funds (2008-2012).

Officers:

Correspondence intended for each officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2013 Assistant Secretary
	Mr. Bryant also serves as an officer of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC. Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2013 President and Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Charles S. Morrison (1960)
Year of Election or Appointment: 2012 Vice President
	Mr. Morrison also serves as Vice President of other funds. He serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.
Nancy D. Prior (1967)
Year of Election or Appointment: 2012 Vice President of Fidelity's Money Market Funds
	Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President, Money Market Group of FMR (2011-present) and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2009 Assistant Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Gary W. Ryan (1958)
Year of Election or Appointment: 2005 Assistant Treasurer
	Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Stephen Sadoski (1971)
Year of Election or Appointment: 2013 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Assistant Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Michael H. Whitaker (1967)
Year of Election or Appointment: 2008 Chief Compliance Officer
	Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

A total of 38.65% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $224,245 of distributions paid during the period January 1, 2013 to November 30, 2013 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity U.S. Government Reserves

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity U.S. Government Reserves

qwe475

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

Annual Report

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

The Board noted that the fund's total expense ratio ranked above its competitive median for 2012. The Board considered that, in general, various factors can affect total expense ratios. The Board considered that Fidelity has been voluntarily waiving part or all of the transfer agent fees and/or management fees to maintain a minimum yield, and also noted that Fidelity retains the ability to be repaid in certain circumstances. The Board also noted that the fund's total expense ratio ranked above the median for 2012 because the advisors of many competitor funds waived fees or reimbursed expenses to a greater extent than Fidelity in order to maintain a minimum yield, which caused the expense medians to be lower than they otherwise would be, and that excluding fee waivers the fund ranked below the median.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments
Money Management, Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774 (8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) qwe451
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

FUS-UANN-0114
1.786716.110

Item 2. Code of Ethics

As of the end of the period, November 30, 2013, Fidelity Phillips Street 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 James H. Keyes is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Keyes is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Cash Reserves and Fidelity U.S. Government Reserves (the "Funds"):

Services Billed by PwC

November 30, 2013 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Cash Reserves	$144,000	$-	$2,100	$19,900
Fidelity U.S. Government Reserves	$36,000	$-	$2,100	$2,400

November 30, 2012 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Cash Reserves	$147,000	$-	$2,000	$22,000
Fidelity U.S. Government Reserves	$35,000	$-	$2,000	$2,600

^AAmounts may reflect rounding.

The following table presents fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are 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"):

Services Billed by PwC

	November 30, 2013^A	November 30, 2012^A
Audit-Related Fees	$4,860,000	$5,130,000
Tax Fees	$-	$-
All Other Fees	$50,000	$-

^A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC for services rendered to 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 any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By	November 30, 2013^A	November 30, 2012^A
PwC	$5,465,000	$6,070,000

^A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit 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 Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. 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 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.

All Covered Services 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.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

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

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. 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 11. 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. 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 Phillips Street Trust

By:	/s/ Stephanie J. Dorsey
	Stephanie J. Dorsey
	President and Treasurer

Date:	January 27, 2014

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/Stephanie J. Dorsey
	Stephanie J. Dorsey
	President and Treasurer

Date:	January 27, 2014

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer

Date:	January 27, 2014

Contents

Shareholder Expense Example

Investment Changes/Performance (Unaudited)

Investments November 30, 2013

Financial Statements

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions (Unaudited)

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Shareholder Expense Example

Investment Changes/Performance (Unaudited)

Investments November 30, 2013

Financial Statements

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions (Unaudited)

Board Approval of Investment Advisory Contracts and Management Fees