N-30D 1 main.htm

Fidelity®

Cash Reserves

Annual Report

November 30, 2001

(2_fidelity_logos)(Registered_Trademark)

Contents

President's Message

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Ned Johnson on investing strategies.

Performance

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How the fund has done over time.

Fund Talk

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The manager's review of fund performance, strategy and outlook.

Investment Changes

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

Investments

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A complete list of the fund's investments.

Financial Statements

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

Notes

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Notes to the financial statements.

Report of Independent Accountants

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The auditors' opinion.

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

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

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

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

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

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, the Federal Reserve Board, or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Annual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

After turning in subpar performances for most of 2001, equity markets rallied in October and November as signs of improvements in the U.S. economy and a potential federal government fiscal stimulus package gave many investors reason for optimism. The good news for stocks had the opposite effect on bonds. Many investment-grade bonds experienced steep price corrections in November in anticipation of a sharper-than-expected return to economic growth.

While it's impossible to predict the future direction of the markets with any degree of certainty, there are certain basic principles that can help investors plan for their future needs.

First, investors are encouraged to take a long-term view of their portfolios. If you can afford to leave your money invested through the inevitable up and down cycles of the financial markets, you will greatly reduce your vulnerability to any single decline. We know from experience, for example, that stock prices have gone up over longer periods of time, have significantly outperformed other types of investments and have stayed ahead of inflation.

Second, you can further manage your investing risk through diversification. A stock mutual fund, for instance, is already diversified, because it invests in many different companies. You can increase your diversification further by investing in a number of different stock funds, or in such other investment categories as bonds. You should also keep money you'll need in the near future in a more stable investment.

Finally, no matter what your time horizon or portfolio diversity, it makes good sense to follow a regular investment plan, investing a certain amount of money in a fund at the same time each month or quarter and periodically reviewing your overall portfolio. By doing so, you won't get caught up in the excitement of a rapidly rising market, nor will you buy all your shares at market highs. While this strategy - known as dollar cost averaging - won't assure a profit or protect you from a loss in a declining market, it should help you lower the average cost of your purchases. Of course, you should consider your financial ability to continue your purchases through periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-6666, or visit our web site at www.fidelity.com. We are available 24 hours a day, seven days a week to provide you the information you need to make the investments that are right for you.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

To evaluate a money market fund's historical performance, you can look at either total return or yield. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income. Yield measures the income paid by a fund. Since a money market fund tries to maintain a $1 share price, yield is an important measure of performance.

Cumulative Total Returns

Periods ended November 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity ® Cash Reserves

4.46%

29.04%

59.16%

All Taxable Money Market Funds Average

4.03%

27.11%

55.02%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. To measure how the fund's performance stacked up against its peers, you can compare it to the all taxable money market funds average, which reflects the performance of taxable money market funds with similar objectives tracked by iMoneyNet, Inc. The past one year average represents a peer group of 1,134 money market funds.

Average Annual Total Returns

Periods ended November 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity Cash Reserves

4.46%

5.23%

4.76%

All Taxable Money Market Funds Average

4.03%

4.92%

4.48%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

Annual Report

Performance - continued

Yields

11/27/01

8/28/01

5/29/01

2/27/01

11/28/00

Fidelity Cash Reserves

2.26%

3.39%

4.26%

5.63%

6.24%

All Taxable Money Market Funds Average

1.86%

3.13%

3.76%

5.12%

6.02%

11/28/01

8/29/01

5/30/01

2/28/01

11/29/00

MMDA

1.19%

1.71%

1.85%

2.04%

2.14%



Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, expressed as annual percentage rates. A yield that assumes income earned is reinvested or compounded is called an effective yield. The table above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the all taxable money market funds average and the bank money market deposit account (MMDA) average. Figures for the all taxable money market funds average are from iMoneyNet, Inc. The MMDA average is supplied by BANK RATE MONITOR(TM).

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Comparing
Performance

There are some important differences between a bank money market deposit account (MMDA) and a money market fund. First, the U.S. government neither insures nor guarantees a money market fund. In fact, there is no assurance that a money market fund will maintain a $1 share price. Second, a money market fund returns to its shareholders income earned by the fund's investments after expenses. This is in contrast to banks, which set their MMDA rates periodically based on current interest rates, competitors' rates, and internal criteria.

Annual Report

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with John Todd, Portfolio Manager of Fidelity Cash Reserves

Q. John, what was the investment environment like during the 12 months that ended November 30, 2001?

A. The Federal Reserve Board moved aggressively to offset rapidly decelerating economic growth in the U.S. From early January 2001 through May 2001, the Fed implemented five 0.50 percentage-point reductions in the benchmark federal funds target rate. It then followed with two smaller 0.25 percentage-point cuts in June and August. As September began, it looked as if the worst of the economy's decline was behind us and that the Fed might be nearing the end of its easing cycle. Market participants felt a recovery could be on the horizon, brought on by lower interest rates and tax rebates. Then, the situation changed abruptly on September 11, when the terrorist acts dealt the nation a severe blow. In the aftermath, economic activity declined sharply. The Fed responded by continuing to lower short-term interest rates dramatically. It cut the target rate by 0.50 percentage points when the stock market reopened on September 17, and again at its meetings on October 2 and November 6. All told, the target rate declined from 6.50% at the beginning of the period to 2.00% at the end of November 2001 - its lowest level in nearly 40 years. The Fed was acting to bolster confidence, add liquidity and stabilize the markets.

Q. What strategy did you pursue as this was unfolding?

A. At the close of 2000, credit concerns and the relative unattractiveness of longer-term yields encouraged me to shorten the fund's average maturity. When it became clear that rates were going to decline significantly, though, I looked to invest in longer-term, fixed-rate money market instruments in order to lock in yields before they fell. Still, there were two factors that dampened longer-term yields. First, the credit environment continued to deteriorate considerably. We always try hard to ensure that the fund is not hurt by credit problems; within this backdrop it was especially crucial to pay even more attention to credit quality. In addition, the money market yield curve was inverted, meaning longer-term money market securities were yielding less than shorter-term alternatives. Given these conditions, in order to keep the fund's average maturity roughly in line with that of its peer group, I focused some of the fund's assets on government agency securities in the six-month to one-year maturity range.

Q. Why did you target agency money market securities?

A. The supply of agency securities was generally more plentiful than for commercial paper issued by corporations due to reduced demand for the latter because of moribund economic activity. In addition, companies looked to fund their short-term debt in the bond market. As a result, agencies became more attractive on a relative basis. I also was able to sustain the fund's average maturity by initiating investments in securities issued by foreign banks, which had greater funding needs than their domestic counterparts.

Annual Report

Fund Talk: The Manager's Overview - continued

Q. What was your response to the terrorist attacks?

A. Once the markets reopened and yields adjusted to new levels, I tried to extend the fund's maturity by focusing on those securities set to mature late in the first quarter or early in the second quarter of 2002. By doing so, I initially sacrificed a bit of yield because I was investing further out on an inverted yield curve; but I expected that the Fed would continue to lower short-term rates through the end of the year, and I wanted to lock in rates before they declined further.

Q. How did the fund perform?

A. The fund's seven-day yield on November 30, 2001, was 2.23%, compared to 6.24% 12 months ago. For the 12 months that ended November 30, 2001, the fund had a total return of 4.46%, compared to 4.03% for the all taxable money market funds average, according to iMoneyNet, Inc.

Q. What's your outlook, John?

A. Consumer confidence continues to be stifled by the potential for additional terrorist activities. Unemployment has increased measurably, which could further erode consumer confidence. The question currently is whether this economic downturn will be temporary or long lasting. The stock market has shown signs of recovery due to predictions of a corporate earnings turnaround. However, those forecasts are based in part on the cost-cutting effects of continued layoffs. Before September 11, many market participants had felt the economy would show signs of a rebound at some time in the first quarter of 2002. Now, many have put that recovery off until the second quarter, provided that additional Fed rate cuts and fiscal stimulus enacted by Congress have their desired effects.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Fund Facts

Goal: seeks a high level of current income as is consistent with the preservation of capital and liquidity

Fund number: 055

Trading symbol: FDRXX

Start date: May 10,1979

Size: as of November 30, 2001, more than $56.5 billion

Manager: John Todd, since 1997; manager, several other Fidelity and Spartan taxable money market funds; joined Fidelity in 1981

Annual Report

Investment Changes

Maturity Diversification

Days

% of fund's
investments
11/30/01

% of fund's
investments
5/31/01

% of fund's
investments
11/30/00

0 - 30

42.0

44.4

36.6

31 - 90

21.6

41.3

37.3

91 - 180

30.0

13.0

24.8

181 - 397

6.4

1.3

1.3

Weighted Average Maturity

11/30/01

5/31/01

11/30/00

Fidelity Cash Reserves

73 Days

51 Days

64 Days

All Taxable Money Market
Funds Average *

57 Days

52 Days

50 Days

Asset Allocation (% of fund's net assets)

As of November 30, 2001

As of May 31, 2001

Commercial
Paper 27.9%

Commercial
Paper 32.7%

Bank CDs, BAs,
TDs, and Notes 58.0%

Bank CDs, BAs,
TDs, and Notes 61.2%

Government
Securities 10.6%

Government
Securities 7.2%

Other Investments 5.6%

Other Investments 1.9%

Net Other
Assets** (2.1)%

Net Other
Assets** (3.0)%



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

*Source: iMoneyNet, Inc.

Annual Report

Investments November 30, 2001

Showing Percentage of Net Assets

Certificates of Deposit - 47.8%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Domestic Certificates Of Deposit - 0.8%

Chase Manhattan Bank USA NA

12/14/01

2.34%

$ 25,000

$ 25,000

Citibank NA, New York

12/4/01

3.41

50,000

50,000

12/10/01

3.43

280,000

280,000

Lasalle Bank NA

12/10/01

3.33

100,000

100,000

455,000

London Branch, Eurodollar, Foreign Banks - 29.8%

Abbey National Treasury Services PLC

12/3/01

2.50

250,000

250,000

12/20/01

2.50

245,000

245,002

2/20/02

3.50

435,000

435,000

5/3/02

3.60

385,000

385,000

ABN-AMRO Bank NV

4/23/02

2.21

350,000

350,000

Alliance & Leicester PLC

12/4/01

2.52

50,000

50,000

12/11/01

3.40

55,000

55,000

2/13/02

1.92

50,000

50,001

4/26/02

2.23

50,000

50,001

Banco Bilbao Vizcaya Argentaria SA

12/6/01

2.83

50,000

50,003

Bank of Scotland Treasury Services PLC

12/10/01

2.38

50,000

50,000

2/6/02

3.50

35,000

35,004

5/10/02

3.61

75,000

75,006

5/15/02

3.62

65,000

65,003

Barclays Bank PLC

12/7/01

3.74

24,000

24,000

12/10/01

2.10

200,000

200,000

12/10/01

2.11

350,000

350,000

12/10/01

3.83

185,000

185,000

12/11/01

3.80

100,000

100,001

12/13/01

3.81

100,000

100,000

1/22/02

2.05

400,000

400,000

2/4/02

1.92

35,000

35,103

2/11/02

1.90

55,000

55,001

5/7/02

3.63

150,000

150,000

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

London Branch, Eurodollar, Foreign Banks - continued

Bayerische Hypo-und Vereinsbank AG

12/3/01

2.52%

$ 50,000

$ 50,000

1/15/02

2.38

150,000

150,000

2/22/02

2.29

180,000

180,000

3/4/02

1.96

105,000

105,000

3/11/02

3.30

230,000

230,000

4/4/02

2.08

70,000

70,083

5/7/02

2.05

130,000

130,000

5/9/02

1.92

165,000

164,963

5/29/02

2.15

135,000

135,000

Bayerische Landesbank Girozentrale

5/23/02

2.10

15,000

14,996

BNP Paribas SA

12/17/01

3.60

75,000

75,006

Bradford & Bingley PLC

3/4/02

1.99

75,000

75,000

Commerzbank AG

1/15/02

2.38

390,000

390,002

2/4/02

1.93

50,000

50,147

Credit Agricole Indosuez

2/13/02

1.90

70,000

70,000

Danske Bank AS

12/4/01

2.51

70,000

70,000

Deutsche Bank AG

12/3/01

2.24

740,000

740,001

12/7/01

3.39

50,000

50,000

12/7/01

3.85

500,000

500,000

12/14/01

2.50

200,000

200,002

12/27/01

2.51

225,000

225,000

Dresdner Bank AG

3/4/02

3.40

425,000

425,000

3/11/02

3.31

115,000

115,000

3/13/02

1.90

400,000

399,966

5/16/02

1.95

75,000

75,000

5/20/02

2.02

100,000

100,000

Halifax PLC

12/3/01

2.50

225,000

225,000

12/4/01

2.50

110,000

110,000

2/13/02

3.50

195,000

195,000

2/25/02

3.40

360,000

360,000

3/4/02

1.96

350,000

350,006

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

London Branch, Eurodollar, Foreign Banks - continued

Halifax PLC - continued

3/4/02

3.40%

$ 240,000

$ 240,000

4/23/02

2.22

250,000

250,000

ING Bank NV

12/10/01

3.83

100,000

100,000

12/13/01

2.52

95,000

95,000

1/14/02

2.00

75,000

74,998

2/4/02

3.56

110,000

110,000

2/11/02

1.91

155,000

155,000

2/11/02

3.56

225,000

225,000

2/13/02

1.91

145,000

145,000

2/13/02

3.50

130,000

130,000

2/19/02

3.42

100,000

100,000

3/4/02

1.96

325,000

325,000

3/15/02

1.90

145,000

145,000

4/3/02

2.48

155,000

155,000

5/16/02

1.95

200,000

200,000

5/20/02

2.02

75,000

75,000

5/23/02

2.08

130,000

130,000

Landesbank Baden-Wuerttemberg

12/6/01

3.39

70,000

70,000

4/11/02

2.10

50,000

50,026

4/25/02

2.24

70,000

70,000

5/29/02

2.15

50,000

50,001

Landesbank Hessen-Thuringen

2/25/02

3.43

340,000

340,000

5/3/02

3.60

150,000

150,000

Lloyds TSB Bank PLC

12/3/01

3.74

50,000

50,000

2/19/02

1.92

225,000

225,000

4/23/02

2.20

200,000

200,000

4/29/02

2.08

70,000

70,014

Merita Bank PLC

12/5/01

2.44

90,000

90,000

12/10/01

3.44

55,000

55,000

2/1/02

2.10

175,000

175,018

2/13/02

1.91

105,000

105,000

4/23/02

2.23

15,000

15,001

5/7/02

2.09

135,000

135,000

5/20/02

2.03

50,000

50,000

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

London Branch, Eurodollar, Foreign Banks - continued

Nationwide Building Society

12/19/01

2.93%

$ 55,000

$ 55,000

Norddeutsche Landesbank Girozentrale

12/4/01

3.42

100,000

100,000

12/14/01

3.80

150,000

150,000

12/24/01

3.60

25,000

25,001

RaboBank Nederland Coop. Central

12/10/01

2.10

265,000

265,000

Svenska Handelsbanken AB

12/27/01

2.52

50,000

50,000

3/4/02

1.95

110,000

110,006

4/24/02

2.23

25,000

25,000

UBS AG

5/3/02

3.60

715,000

715,000

Westdeutsche Landesbank Girozentrale

12/3/01

3.92

135,000

135,000

12/24/01

3.66

50,000

50,000

2/20/02

3.52

85,000

85,001

4/3/02

2.48

210,000

210,000

4/4/02

2.46

335,000

335,000

5/29/02

2.18

215,000

215,000

16,854,363

New York Branch, Yankee Dollar, Foreign Banks - 17.2%

Abbey National Treasury Services PLC

5/8/02

1.92

85,000

84,981

Bank of Scotland Treasury Services PLC

3/4/02

3.30

70,000

70,010

Barclays Bank PLC

12/3/01

2.07 (a)

650,000

649,993

Bayerische Hypo-und Vereinsbank AG

12/18/01

2.34

400,000

400,000

2/6/02

1.90

50,000

50,017

Bayerische Landesbank Girozentrale

3/26/02

2.20

425,000

425,000

BNP Paribas SA

12/3/01

2.50

150,000

150,000

12/14/01

3.65

38,000

38,002

12/19/01

3.60

38,000

38,001

2/20/02

3.50

560,000

560,000

2/22/02

2.28

230,000

230,000

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

New York Branch, Yankee Dollar, Foreign Banks - continued

BNP Paribas SA - continued

3/4/02

3.30%

$ 100,000

$ 100,015

3/15/02

1.90

125,000

125,000

3/22/02

2.26

230,000

230,000

3/26/02

2.20

355,000

355,000

4/24/02

2.22

230,000

230,000

5/6/02

3.63

240,000

240,000

Canadian Imperial Bank of Commerce

12/3/01

2.50

25,000

25,000

Commerzbank AG

12/19/01

2.93

225,000

225,000

12/19/01

3.65

90,000

90,003

Credit Agricole Indosuez

5/6/02

3.61

170,000

170,000

5/8/02

1.95

95,000

95,000

5/21/02

2.10

185,000

185,000

Danske Corp.

12/7/01

3.65

24,000

24,001

Deutsche Bank AG

12/3/01

2.24 (a)

610,000

609,746

Dexia Bank SA

12/3/01

2.50

200,000

200,000

2/8/02

2.08

180,000

180,000

5/6/02

2.06

50,000

50,000

Landesbank Baden-Wuerttemberg

5/14/02

1.92

65,000

65,000

5/16/02

2.10

100,000

99,968

Lloyds TSB Bank PLC

2/28/02

2.20

50,000

50,147

Merita Bank PLC

12/4/01

3.88

90,000

90,000

2/4/02

2.10

28,000

28,000

National Westminster Bank PLC

7/5/02

4.10

620,000

619,964

Norddeutsche Landesbank Girozentrale

4/30/02

2.10

40,000

40,000

RaboBank Nederland Coop. Central

3/15/02

1.90

80,000

80,000

7/5/02

4.09

100,000

99,994

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

New York Branch, Yankee Dollar, Foreign Banks - continued

Royal Bank of Canada

7/5/02

4.10%

$ 50,000

$ 49,997

Royal Bank of Scotland PLC

2/19/02

1.93

230,000

230,000

Societe Generale

12/3/01

2.37 (a)

175,000

174,927

12/4/01

2.50

200,000

200,000

12/31/01

2.00 (a)

320,000

319,864

4/23/02

2.20

270,000

270,000

Svenska Handelsbanken AB

2/27/02

2.09

100,000

100,629

7/5/02

4.10

100,000

99,994

11/20/02

2.51

100,000

99,990

Toronto-Dominion Bank

12/3/01

2.50

50,000

50,000

12/4/01

2.50

120,000

120,000

3/4/02

3.30

50,000

50,006

UBS AG

5/20/02

2.01

370,000

370,000

11/20/02

2.50

325,000

324,969

Westdeutsche Landesbank Girozentrale

5/28/02

2.12

255,000

255,000

9,718,218

TOTAL CERTIFICATES OF DEPOSIT

27,027,581

Commercial Paper - 27.9%

Aegon Funding Corp.

4/18/02

2.28

80,000

79,310

Amsterdam Funding Corp.

12/7/01

2.39

50,000

49,980

12/12/01

2.33

25,000

24,982

12/14/01

2.30

55,000

54,955

12/14/01

2.32

25,000

24,979

12/14/01

2.36

50,000

49,958

12/14/01

2.39

75,000

74,936

12/17/01

2.08

136,355

136,229

2/19/02

2.06

25,000

24,886

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Aspen Funding Corp.

2/19/02

2.06%

$ 50,000

$ 49,772

4/17/02

2.24

100,000

99,155

AT&T Corp.

1/23/02

3.28

230,000

228,900

CBA Finance, Inc.

2/5/02

1.90

100,000

99,654

Centric Capital Corp.

12/7/01

3.80

24,700

24,685

1/18/02

2.11

23,300

23,235

3/25/02

2.25

7,100

7,050

CIT Group, Inc.

12/7/01

3.28

85,000

84,954

12/11/01

3.12

65,000

64,944

Citibank Credit Card Master Trust I (Dakota Certificate Program)

12/3/01

2.18

233,236

233,208

12/5/01

2.20

20,000

19,995

12/6/01

2.16

150,000

149,955

12/7/01

2.16

100,000

99,964

12/7/01

2.40

200,000

199,920

12/11/01

2.05

120,000

119,932

12/11/01

2.35

105,000

104,932

12/12/01

2.04

165,000

164,897

12/19/01

2.08

100,000

99,896

Citicorp

12/6/01

2.21

140,000

139,957

12/11/01

2.05

246,000

245,860

Commerzbank US Finance, Inc.

3/11/02

1.96

215,000

213,859

Conoco, Inc.

12/20/01

2.51

20,000

19,974

Corporate Asset Funding Co.

12/5/01

2.36

75,000

74,980

12/5/01

2.40

30,000

29,992

Corporate Receivables Corp.

12/3/01

2.20

100,000

99,988

12/13/01

2.85

100,000

99,906

CXC, Inc.

12/18/01

2.85

30,000

29,960

2/27/02

1.99

100,000

99,516

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Danske Corp.

2/20/02

3.44%

$ 64,500

$ 64,009

Dexia Delaware LLC

2/5/02

2.09

85,000

84,676

3/4/02

1.94

50,000

49,751

3/4/02

1.96

170,000

169,162

Edison Asset Securitization LLC

12/6/01

2.41

39,000

38,987

12/7/01

2.37

265,000

264,896

12/12/01

2.32

130,000

129,908

12/13/01

2.34

325,000

324,748

12/17/01

2.21

125,000

124,878

12/18/01

2.13

15,884

15,868

1/14/02

2.10

87,141

86,918

Enterprise Funding Corp.

12/12/01

3.33

13,000

12,987

Falcon Asset Securitization Corp.

12/6/01

2.20

148,861

148,816

12/21/01

2.03

181,000

180,796

1/15/02

2.10

20,700

20,646

1/17/02

2.11

31,000

30,915

1/18/02

2.04

50,000

49,865

1/18/02

2.10

400,000

398,885

2/11/02

1.93

79,331

79,026

Ford Credit Europe PLC

12/12/01

2.82

100,000

99,914

Ford Motor Credit Co.

12/7/01

2.73

135,000

134,939

12/12/01

2.81

100,000

99,914

12/19/01

2.48

205,000

204,747

3/4/02

2.82

25,000

24,819

General Electric Capital Corp.

12/10/01

3.81

160,000

159,850

2/12/02

2.30

200,000

199,075

3/1/02

2.44

225,000

223,639

3/4/02

3.41

400,000

396,538

3/5/02

3.41

80,000

79,300

3/12/02

3.45

135,000

133,716

3/25/02

3.60

80,000

79,108

3/25/02

3.64

300,000

296,627

4/23/02

2.14

163,000

161,627

5/21/02

2.10

120,000

118,814

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

General Electric Capital Corp. - continued

5/28/02

2.04%

$ 215,000

$ 212,853

General Electric Capital Services, Inc.

3/25/02

3.64

40,000

39,550

5/21/02

2.10

40,000

39,605

General Mills, Inc.

2/21/02

2.75

50,000

49,689

3/1/02

2.72

105,000

104,291

3/1/02

2.74

10,000

9,932

ING America Insurance Holdings, Inc.

3/18/02

2.03

75,000

74,550

Kitty Hawk Funding Corp.

12/3/01

3.84

10,000

9,998

12/20/01

2.08

172,584

172,395

5/3/02

1.96

25,372

25,163

Lloyds TSB Bank PLC

12/19/01

3.65

27,000

26,952

3/25/02

2.20

285,000

283,037

5/13/02

1.91

100,000

99,144

Montauk Funding Corp.

1/23/02

2.10

200,000

199,385

2/15/02

1.93

200,000

199,189

2/19/02

2.32

230,000

228,824

National Australia Funding, Inc.

3/7/02

2.29

215,000

213,699

Nationwide Building Society

12/11/01

3.17

20,000

19,983

2/5/02

2.09

75,000

74,714

New Center Asset Trust

3/4/02

3.47

70,000

69,383

Newport Funding Corp.

2/19/02

2.06

50,000

49,772

Northern Rock PLC

2/27/02

2.01

44,000

43,785

Phillips Petroleum Co.

12/12/01

2.42

100,000

99,926

12/12/01

2.43

100,000

99,926

Preferred Receivables Funding Corp.

12/10/01

2.21

140,000

139,923

12/20/01

2.03

69,000

68,926

12/21/01

2.08

100,000

99,884

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Preferred Receivables Funding Corp. - continued

1/14/02

2.10%

$ 91,517

$ 91,283

1/17/02

2.11

143,220

142,827

2/25/02

3.69

30,000

29,741

Quincy Capital Corp.

12/5/01

2.18

18,748

18,743

Receivables Capital Corp.

12/14/01

2.24

66,452

66,398

12/14/01

2.30

25,635

25,614

12/17/01

2.08

11,285

11,275

12/20/01

2.08

22,840

22,815

Santander Finance, Inc.

2/13/02

3.53

60,000

59,573

Sears Roebuck Acceptance Corp.

1/10/02

3.23

35,000

34,876

2/6/02

3.17

50,000

49,707

2/8/02

3.18

55,000

54,668

2/12/02

3.18

45,000

44,713

2/14/02

3.12

50,000

49,677

Sheffield Receivables Corp.

12/3/01

2.20

14,417

14,415

12/17/01

2.36

127,620

127,487

1/14/02

2.10

88,830

88,603

1/15/02

2.11

82,110

81,894

1/17/02

2.10

97,540

97,274

1/17/02

2.11

108,020

107,724

1/18/02

2.10

218,260

217,652

1/22/02

2.10

442,180

440,845

2/4/02

2.15

110,000

109,575

3/18/02

1.99

57,175

56,839

5/21/02

2.11

111,200

110,096

7/19/02

2.31

80,000

78,840

Societe Generale NA

12/5/01

2.36

230,000

229,940

Southern Co.

1/28/02

2.11

38,000

37,871

3/8/02

1.98

55,500

55,205

Svenska Handelsbanken, Inc.

5/2/02

2.06

50,000

49,569

5/15/02

1.91

25,000

24,783

5/17/02

1.91

50,000

49,560

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Three Rivers Funding Corp.

12/20/01

2.08%

$ 130,897

$ 130,753

Tyco Capital Corp.

12/18/01

2.13

100,000

99,900

Tyco International Group SA

12/3/01

2.27

125,000

124,984

12/20/01

2.25

31,000

30,963

12/21/01

2.25

14,000

13,983

12/26/01

2.20

60,000

59,908

12/28/01

2.20

125,000

124,794

UBS Finance, Inc.

12/5/01

2.20

500,000

499,878

12/10/01

2.11

335,000

334,823

12/13/01

2.33

25,984

25,964

Verizon Global Funding Corp.

3/28/02

2.32

22,561

22,393

Westpac Trust Securities Ltd.

12/4/01

3.90

65,000

64,979

Windmill Funding Corp.

12/3/01

2.16

25,000

24,997

12/5/01

2.03

50,000

49,989

12/5/01

2.39

50,000

49,987

12/6/01

2.15

77,850

77,827

12/7/01

2.39

90,000

89,964

12/14/01

2.39

100,000

99,914

12/20/01

2.87

100,000

99,850

12/21/01

2.08

50,000

49,942

1/14/02

2.10

24,500

24,437

2/12/02

1.93

50,000

49,805

2/26/02

2.06

40,000

39,802

TOTAL COMMERCIAL PAPER

15,762,015

Federal Agencies - 7.3%

Fannie Mae - 6.2%

Agency Coupons - 2.5%

12/3/01

2.11 (a)

319,000

318,835

12/6/01

6.20

90,000

89,999

1/10/02

2.26 (a)

581,000

580,546

Federal Agencies - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Fannie Mae - continued

Agency Coupons - continued

1/25/02

2.18% (a)

$ 315,000

$ 314,876

6/28/02

4.03

100,000

100,000

1,404,256

Discount Notes - 3.7%

12/7/01

3.92

39,854

39,828

12/7/01

3.94

25,000

24,984

4/4/02

2.18

145,000

143,921

4/11/02

2.18

30,000

29,764

4/11/02

2.22

235,883

233,995

5/16/02

1.91

325,000

322,168

5/23/02

2.02

63,000

62,394

5/31/02

3.55

300,000

294,796

5/31/02

3.95

50,000

49,042

5/31/02

3.96

355,000

348,203

6/14/02

3.58

85,000

83,402

7/12/02

3.61

80,000

78,271

7/26/02

3.61

260,000

254,035

11/15/02

2.48

145,000

141,598

2,106,401

3,510,657

Federal Home Loan Bank - 0.5%

Discount Notes - 0.5%

4/19/02

2.18

250,000

247,915

Freddie Mac - 0.6%

Agency Coupons - 0.1%

7/2/02

4.02

50,000

50,000

Discount Notes - 0.5%

4/25/02

2.18

100,000

99,130

4/25/02

4.25

201,600

198,287

297,417

347,417

TOTAL FEDERAL AGENCIES

4,105,989

U.S. Treasury Obligations - 3.3%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

U.S. Treasury Bills - 3.3%

5/23/02

1.94%

$ 440,000

$ 435,940

5/23/02

1.96

425,000

421,028

5/23/02

1.98

168,100

166,517

5/30/02

2.03

425,000

420,739

5/30/02

2.06

425,000

420,665

TOTAL U.S. TREASURY OBLIGATIONS

1,864,889

Bank Notes - 2.4%

American Express Centurion Bank

12/5/01

2.26 (a)

90,000

90,000

12/17/01

2.05 (a)

90,000

90,000

Bank One NA, Chicago

12/17/01

3.21 (a)

50,000

50,040

PNC Bank NA, Pittsburgh

12/24/01

2.21 (a)

10,000

10,002

U.S. Bank NA, Minneapolis

12/3/01

3.41

325,000

325,000

U.S. Bank NA, Minnesota

4/17/02

2.21

100,000

100,000

5/23/02

2.22

185,000

185,000

Wells Fargo Bank NA, San Francisco

12/10/01

3.39

340,000

340,000

12/14/01

2.35

200,000

200,000

TOTAL BANK NOTES

1,390,042

Master Notes - 1.3%

General Motors Acceptance Corp. Mortgage Credit

12/3/01

3.13

535,000

534,908

Goldman Sachs Group, Inc.

12/18/01

2.98 (b)

215,000

215,000

TOTAL MASTER NOTES

749,908

Medium-Term Notes - 4.4%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Asset Securitization Cooperative Corp.

12/26/01

2.08% (a)

$ 180,000

$ 180,000

AT&T Corp.

2/6/02

3.33 (a)

534,000

534,000

Bank of Scotland Treasury Services PLC

1/25/02

2.45 (a)

80,000

80,017

BMW U.S. Capital Corp.

12/24/01

2.10 (a)

90,000

90,000

6/7/02

4.25

90,000

89,948

CIESCO LP

12/17/01

2.07 (a)

45,000

45,000

Citigroup, Inc.

12/12/01

2.06 (a)

135,000

135,000

GE Life & Annuity Assurance Co.

12/3/01

2.43 (a)(b)

25,000

25,000

General Electric Capital Corp.

12/19/01

2.05 (a)

447,000

447,000

Harwood Street Funding I LLC

12/20/01

2.23 (a)

170,000

170,000

Merrill Lynch & Co., Inc.

12/20/01

2.13 (a)

200,000

200,000

Morgan Stanley Dean Witter & Co.

1/28/02

2.44 (a)

15,200

15,203

Northern Rock PLC

12/12/01

2.09 (a)

20,000

20,000

URI Trust 2000-1

12/18/01

3.20 (a)(b)

107,000

107,000

Variable Funding Capital Corp.

12/6/01

2.24 (a)

160,000

159,993

12/12/01

2.50 (a)

200,000

199,993

TOTAL MEDIUM-TERM NOTES

2,498,154

Short-Term Notes - 2.1%

Jackson National Life Insurance Co.

1/2/02

2.76 (a)(b)

130,000

130,000

Monumental Life Insurance Co.

12/1/01

2.46 (a)(b)

45,000

45,000

12/1/01

2.49 (a)(b)

65,000

65,000

12/3/01

2.43 (a)(b)

65,000

65,000

Short-Term Notes - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Monumental Life Insurance Co. - continued

12/3/01

2.46% (a)(b)

$ 47,000

$ 47,000

New York Life Insurance Co.

12/21/01

2.72 (a)(b)

144,000

144,000

1/1/02

2.70 (a)(b)

140,000

140,000

2/28/02

2.26 (a)(b)

91,000

91,000

Pacific Life Insurance Co.

12/7/01

3.62 (a)(b)

90,000

90,000

SMM Trust 2000 M

12/13/01

3.36 (a)(b)

20,000

20,000

Transamerica Occidental Life Insurance Co.

2/1/02

2.40 (a)(b)

200,000

200,000

Travelers Insurance Co.

1/1/02

2.70 (a)(b)

35,000

35,000

2/15/02

2.13 (a)(b)

95,000

95,000

TOTAL SHORT-TERM NOTES

1,167,000

Repurchase Agreements - 5.6%

Maturity
Amount (000s)

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

10/9/01 due 12/10/01 At 2.37%

$ 200,816

200,000

11/2/01 due 12/3/01 At 2.19%

100,189

100,000

11/30/01 due 12/3/01 At 2.15%

935,654

935,487

With:

Bank of America NA At 2.23%, dated 11/30/01 due 12/3/01 (Corporate Obligations) (principal amount $254,118,488) 0% - 6.75%, 12/3/01 - 5/15/05

250,046

250,000

Deutsche Bank Securities, Inc. At 2.21%, dated 11/30/01 due 12/3/01 (Corporate Obligations) (principal amount $421,723,531) 0% - 8.5%, 1/15/03 - 12/1/31

400,074

400,000

Repurchase Agreements - continued

Maturity
Amount (000s)

Value (Note 1)
(000s)

With: - continued

J.P. Morgan Securities At 2.19%, dated 11/30/01 due 12/3/01 (Corporate Obligations) (principal amount $979,563,000) 0% - 9.86%, 3/15/02 - 11/2/49

$ 1,008,184

$ 1,008,000

Morgan Stanley & Co. At 2.19%, dated 11/30/01 due 12/3/01 (Commercial Paper Obligations) (principal amount $263,639,000) 0%, 12/7/01 - 2/4/02

250,046

250,000

TOTAL REPURCHASE AGREEMENTS

3,143,487

TOTAL INVESTMENT PORTFOLIO - 102.1%

57,709,065

NET OTHER ASSETS - (2.1)%

(1,204,814)

NET ASSETS - 100%

$ 56,504,251

Total Cost for Income Tax Purposes $ 57,709,065

Legend

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

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

Additional information on each holding is as follows:

Security

Acquisition
Date

Cost
(000s)

GE Life & Annuity Assurance Co. 2.43%, 12/3/01

3/30/01

$ 25,000

Goldman Sachs Group, Inc.
2.98%, 12/18/01

9/18/01

$ 215,000

Jackson National Life Insurance Co.
2.76%, 1/2/02

7/6/99

$ 130,000

Monumental Life Insurance Co.:
2.43%, 12/3/01

2/1/00

$ 65,000

2.46%, 12/1/01

7/31/98

$ 45,000

2.46%, 12/3/01

9/17/98

$ 47,000

2.49%, 12/1/01

3/12/99

$ 65,000

New York Life Insurance Co.:
2.26%, 2/28/02

8/27/01

$ 91,000

2.70%, 1/1/02

4/18/01

$ 140,000

2.72%, 12/21/01

12/20/00

$ 144,000

Pacific Life
Insurance Co.
3.62%, 12/7/01

9/6/01

$ 90,000

SMM Trust 2000 M 3.36%, 12/13/01

12/11/00

$ 20,000

Transamerica Occidental Life Insurance Co.
2.40%, 2/1/02

4/28/00

$ 200,000

Travelers Insurance Co.: 2.13%, 2/15/02

5/15/01

$ 95,000

2.70%, 1/1/02

3/30/01

$ 35,000

URI Trust 2000-1 3.20%, 12/18/01

12/15/00

$ 107,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $1,514,000,000 or 2.7% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which the loan was outstanding amounted to $13,385,000. The weighted average interest rate was 3.39%. Interest earned from the interfund lending program amounted to $1,000 and is included in interest income on the Statement of Operations. At period end there were no interfund loans outstanding.

Income Tax Information

At November 30, 2001, the fund had a capital loss carryforward of approximately $863,000 of which $466,000, $99,000, $160,000, $109,000, $15,000 and $14,000 will expire on November 30, 2002, 2003, 2004, 2005, 2006 and 2007, respectively. Of the loss carryforwards expiring on November 30, 2003, 2005, 2006 and 2007, $99,000, $109,000, $15,000 and $14,000, respectively, were acquired in the merger and are available to offset future capital gains of the fund to the extent provided by regulations.

A total of 0.44% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2002 of amounts for use in preparing 2001 income tax returns (unaudited).

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

November 30, 2001

Assets

Investment in securities, at value (including
repurchase agreements of $3,143,487) -
See accompanying schedule

$ 57,709,065

Receivable for fund shares sold

402,479

Interest receivable

185,738

Other receivables

32

Prepaid expenses

133

Total assets

58,297,447

Liabilities

Payable to custodian bank

$ 884

Payable for investments purchased

1,348,032

Payable for fund shares redeemed

421,585

Distributions payable

1,161

Accrued management fee

9,370

Other payables and accrued expenses

12,164

Total liabilities

1,793,196

Net Assets

$ 56,504,251

Net Assets consist of:

Paid in capital

$ 56,505,552

Accumulated net realized gain (loss) on investments

(1,301)

Net Assets, for 56,503,767 shares outstanding

$ 56,504,251

Net Asset Value, offering price and redemption price per share ($56,504,251 ÷ 56,503,767 shares)

$1.00

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended November 30, 2001

Investment Income

Interest

$ 2,426,841

Expenses

Management fee

$ 106,762

Transfer agent fees

89,334

Accounting fees and expenses

1,330

Non-interested trustees' compensation

233

Custodian fees and expenses

798

Registration fees

3,377

Audit

169

Legal

195

Miscellaneous

2,524

Total expenses before reductions

204,722

Expense reductions

(358)

204,364

Net investment income

2,222,477

Net Realized Gain (Loss) on Investments

1,073

Net increase in net assets resulting from operations

$ 2,223,550

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,
2001

Year ended
November 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 2,222,477

$ 2,467,608

Net realized gain (loss)

1,073

317

Net increase (decrease) in net assets resulting
from operations

2,223,550

2,467,925

Distributions to shareholders from net investment income

(2,222,477)

(2,467,608)

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

102,863,885

123,926,208

Reinvestment of distributions from net investment income

2,192,187

2,418,266

Cost of shares redeemed

(95,793,192)

(120,111,109)

Net asset value of Cash Reserves shares
issued in exchange for the net assets of
Fidelity Daily Income Trust

3,025,859

-

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

12,288,739

6,233,365

Total increase (decrease) in net assets

12,289,812

6,233,682

Net Assets

Beginning of period

44,214,439

37,980,757

End of period

$ 56,504,251

$ 44,214,439

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

Annual Report

Financial Highlights

Years ended November 30,

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning
of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations
Net investment income

.044

.060

.048

.052

.052

Less Distributions

From net investment income

(.044)

(.060)

(.048)

(.052)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return A

4.46%

6.13%

4.94%

5.34%

5.30%

Ratios to Average Net Assets B

Expenses before expense
reductions

.39%

.46%

.44%

.47%

.49%

Expenses net of voluntary
waivers, if any

.39%

.46%

.44%

.47%

.49%

Expenses net of all reductions

.39%

.46%

.44%

.47%

.48%

Net investment income

4.27%

5.97%

4.85%

5.20%

5.22%

Supplemental Data

Net assets, end of period
(in millions)

$ 56,504

$ 44,214

$ 37,981

$ 30,700

$ 23,498

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2001

1. Significant Accounting Policies.

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 business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

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

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

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

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

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

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

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

Annual Report

Notes to Financial Statements - continued

2. Operating Policies.

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

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

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

3. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. A new management contract took effect on January 1, 2001. The management fee is calculated on the basis of a group fee rate plus a total income-based component. The group fee rate averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. 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.

Under the previous contract the management fee was calculated on the basis of a group fee rate, an individual fund fee rate of .03% of the fund's average net assets, and an income-based component.

Annual Report

Notes to Financial Statements - continued

3. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

During the period the income-based portion of this fee was $31,815,000 or an annual rate of .06% of the fund's average net assets. For the period, the fund's total annual management fee rate was .21% of the fund's average net assets. FMR voluntarily agreed to limit the fund's total management fee to the lesser of the amount that would be paid under the previous contract or the new contract through June 30, 2001.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .17% of average net assets.

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Money Market Insurance. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. The fund pays premiums to FIDFUNDS on a calendar year basis, which are amortized over one year. Effective January 1, 2002, the Money Market Insurance program will be suspended for the calendar year. FIDFUNDS will not receive premiums and money market insurance will not be provided during this period.

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

Annual Report

Notes to Financial Statements - continued

4. Expense Reductions.

Through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $3,000 and $355,000, respectively.

5. Merger Information.

On June 21, 2001, the fund acquired all of the assets and assumed all of the liabilities of Fidelity Daily Income Trust. The acquisition, which was approved by the shareholders of Fidelity Daily Income Trust on June 13, 2001, was accomplished by an exchange of 3,026,094,805 shares of the fund for the 3,026,094,805 shares then outstanding (each valued at $1.00) of Fidelity Daily Income Trust. Based on the opinion of fund counsel, the reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders. Fidelity Daily Income Trust's net assets, were combined with the fund for total net assets after the acquisition of $54,617,926,036.

Annual Report

Report of Independent Accountants

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, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Cash Reserves' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
January 7, 2002

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

If you are not currently on the Internet, call EarthLink Sprint at 1-800-288-2967, and be sure to ask for registration number SMD004 to receive a special Fidelity package that includes 30 days of free Internet access. EarthLink is North America's #1 independent Internet access provider.

(computer_graphic)

Fidelity On-line Xpress+®

Fidelity On-line Xpress+ software for Windows combines comprehensive portfolio management capabilities, securities trading and access to research and analysis tools . . . all on your desktop. Call Fidelity at 1-800-544-0240 or visit our web site for more information on how to manage your investments via your PC.

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Annual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Annual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

999 Walt Whitman Road
Melville, L.I., NY

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

511 Pine Street
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

To Write Fidelity

If more than one address is listed, please locate the address that is closest to you. We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

Selling shares

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research
Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments
Money Management, Inc.

Officers

Edward C. Johnson 3d, President

Abigail P. Johnson, Senior Vice President

Dwight D. Churchill, Vice President

Boyce I. Greer, Vice President

John J. Todd, Vice President

Eric D. Roiter, Secretary

Robert A Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

Stanley N. Griffith, Assistant Vice President

John H. Costello, Assistant Treasurer

Paul F. Maloney, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

J. Michael Cook *

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Abigail P. Johnson

Edward C. Johnson 3d

Donald J. Kirk *

Marie L. Knowles *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Advisory Board

William S. Stavropoulos

* Independent trustees

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

Fidelity's Taxable
Money Market Funds

Fidelity Cash Reserves

Fidelity U.S. Government Reserves

Spartan® Money Market Fund

Spartan U.S. Government
Money Market Fund

Spartan U.S. Treasury
Money Market Fund

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®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

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

CAS-ANN-0102 153014
1.539092.104

Fidelity®

U.S. Government Reserves

Annual Report

November 30, 2001

(2_fidelity_logos)(Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

The manager's review of fund performance, strategy and outlook.

Investment Changes

<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 Accountants

<Click Here>

The auditors' opinion.

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

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

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

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

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

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, the Federal Reserve Board, or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

After turning in subpar performances for most of 2001, equity markets rallied in October and November as signs of improvements in the U.S. economy and a potential federal government fiscal stimulus package gave many investors reason for optimism. The good news for stocks had the opposite effect on bonds. Many investment-grade bonds experienced steep price corrections in November in anticipation of a sharper-than-expected return to economic growth.

While it's impossible to predict the future direction of the markets with any degree of certainty, there are certain basic principles that can help investors plan for their future needs.

The longer your investment time frame, the less likely it is that you will be affected by short-term market volatility. A 10-year investment horizon appropriate for saving for a college education, for example, enables you to weather market cycles in a long-term fund, which may have a higher risk potential, but also has a higher potential rate of return.

An intermediate-length fund could make sense if your investment horizon is two to four years, while a short-term bond fund could be the right choice if you need your money in one or two years.

If your time horizon is less than a year, you might want to consider moving some of your bond investment into a money market fund. These funds seek income and a stable share price by investing in high-quality, short-term investments. Of course, it's important to remember that an investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these types of funds.

Finally, no matter what your time horizon or portfolio diversity, it makes good sense to follow a regular investment plan, investing a certain amount of money in a fund at the same time each month or quarter and periodically reviewing your overall portfolio. By doing so, you won't get caught up in the excitement of a rapidly rising market, nor will you buy all your shares at market highs. While this strategy - known as dollar cost averaging - won't assure a profit or protect you from a loss in a declining market, it should help you lower the average cost of your purchases. Of course, you should consider your financial ability to continue your purchases through periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-6666, or visit our web site at www.fidelity.com. We are available 24 hours a day, seven days a week to provide you the information you need to make the investments that are right for you.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

To evaluate a money market fund's historical performance, you can look at either total return or yield. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income. Yield measures the income paid by a fund. Since a money market fund tries to maintain a $1 share price, yield is an important measure of performance. If Fidelity had not reimbursed certain fund expenses, the past 10 year total returns would have been lower.

Cumulative Total Returns

Periods ended November 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity ® US Government Reserves

4.46%

28.68%

57.31%

Government Retail Money Market
Funds Average

3.86%

25.89%

52.40%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. To measure how the fund's performance stacked up against its peers, you can compare it to the government retail money market funds average, which reflects the performance of taxable money market funds with similar objectives tracked by iMoneyNet, Inc. The past one year average represents a peer group of 230 money market funds.

Average Annual Total Returns

Periods ended November 30, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity US Government Reserves

4.46%

5.17%

4.63%

Government Retail Money Market
Funds Average

3.86%

4.71%

4.31%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

Annual Report

Performance - continued

Yields

11/27/01

8/28/01

5/29/01

2/27/01

11/28/00

Fidelity U.S. Government Reserves

2.38%

3.48%

4.32%

5.58%

6.20%

Government Retail Money Market Funds Average

1.73%

2.98%

3.57%

4.95%

5.85%

11/28/01

8/29/01

5/30/01

2/28/01

11/29/00

MMDA

1.19%

1.71%

1.85%

2.04%

2.14%



Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, expressed as annual percentage rates. A yield that assumes income earned is reinvested or compounded is called an effective yield. The table above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the government retail money market funds average and the bank money market deposit account (MMDA) average. Figures for the government retail money market funds average are from iMoneyNet, Inc. The MMDA average is supplied by BANK RATE MONITOR(TM).

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Comparing
Performance

There are some important differences between a bank money market deposit account (MMDA) and a money market fund. First, the U.S. government neither insures nor guarantees a money market fund. In fact, there is no assurance that a money market fund will maintain a $1 share price. Second, a money market fund returns to its shareholders income earned by the fund's investments after expenses. This is in contrast to banks, which set their MMDA rates periodically based on current interest rates, competitors' rates, and internal criteria.

Annual Report

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Robert Litterst, Portfolio Manager of Fidelity U.S. Government Reserves

Q. Bob, what was the investment environment like during the 12 months that ended November 30, 2001?

A. The Federal Reserve Board aggressively lowered short-term interest rates in response to rapidly decelerating growth. Heeding signs that the economy was slowing dramatically, the Fed opened 2001 with a surprise 0.50 percentage-point cut in the benchmark fed funds target rate. From late January through May, the Fed reduced the target rate by 0.50 percentage points four more times, but cut it by only 0.25 percentage points in June and August amid some signs of economic stabilization. As we entered September, the main question was whether or not weakness in manufacturing would seep into the consumer sector. Then, September 11 struck, sending a shock throughout the economy, the markets and the nation.

Q. What happened in the aftermath of the terrorist attacks?

A. The Fed acted quickly to reassure market participants, taking steps to ensure that the financial system continued to function smoothly. It implemented a 0.50 percentage-point cut on September 17 when the stock market reopened, and followed with a further 0.50 percentage-point reduction on October 2. Economic activity declined sharply following September 11 as consumer and business confidence plunged and labor market conditions deteriorated. The Fed responded with yet another 0.50 percentage-point cut in early November. All told, the Fed cut the fed funds rate 10 times, bringing it from 6.50% at the beginning of 2001 to 2.00% at the end of November. Some positive signs did emerge in November, including better-than-expected retail sales, apparent successes in the war against terrorism and increases in stock prices. Market expectations shifted around a great deal, which led to extremely high volatility in the money markets.

Q. What developments influenced the government money market sector during the period?

A. U.S. government agencies enjoyed steadily growing balance sheets that encouraged them to continue issuing a significant amount of short-term debt. In addition, especially during the first half of the period, the agencies redeemed outstanding callable securities with higher interest rates and temporarily financed these redemptions in the short-term markets. The large supply of short-term agency securities, coupled with contracting issuance of other money market instruments, caused agency debt to reach more attractive valuations, which - combined with their high quality and ease of trading amid uncertain market conditions - caused me to overweight them.

Q. What was your strategy with the fund?

A. The fund began the period with a modestly longer average maturity than its peers. The favorable valuations offered by agency securities induced me to aggressively purchase these instruments across the money market yield curve in the first half of 2001. As the Fed lowered short-term rates, I sought to lengthen the fund's average maturity to lock in yields before they declined further. By early summer, though, I had let the average maturity decline to a more neutral level relative to competitors, because I felt that there was a great deal of monetary and fiscal stimulus in the pipeline, and short-term yields were unlikely to decline as much as the market expected. The tragedies of September 11 again altered my outlook, leading me to believe that rates would be on the decline for the foreseeable future. As a result, I increased the average maturity to once again make it longer than the peer group.

Annual Report

Fund Talk: The Manager's Overview - continued

Q. How did the fund perform?

A. The fund's seven-day yield on November 30, 2001, was 2.36%, compared to 6.21% 12 months ago. For the 12 months that ended November 30, 2001, the fund had a total return of 4.46%, compared to 3.86% for the government retail money market funds average, according to iMoneyNet, Inc.

Q. What's your outlook, Bob?

A. The economy remains weak, with rising unemployment, weak corporate profits and significant excess capacity. However, several sources of stimulus should help foster a recovery. The Fed continues to lower rates, tax rebates have been mailed and Congress could take additional action to further stimulate the economy. Meanwhile, inflation remains tame, giving the Fed additional room to lower rates if necessary. Lower energy prices and historically low mortgage rates should help the consumer, and the banking sector remains sound and capable of making loans to creditworthy customers. Although uncertainty is very high at present, these factors cause me to be optimistic about future economic performance. If the economy recovers as expected, money market rates should stabilize and eventually begin to rise. I will monitor developments carefully because attractive opportunities sometimes arise at turning points in the interest-rate cycle.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Fund Facts

Goal: seeks as high a level of current income as is consistent with the security of principal and liquidity

Fund number: 050

Trading symbol: FGRXX

Start date: November 3, 1981

Size: as of November 30, 2001, more than $2.3 billion

Manager: Robert Litterst, since 1997; manager, several Fidelity and Spartan taxable money market funds; joined Fidelity in 1991

Annual Report

Investment Changes

Maturity Diversification

Days

% of fund's investments 11/30/01

% of fund's investments 5/31/01

% of fund's
investments
11/30/00

0 - 30

41.8

48.5

53.6

31 - 90

22.7

27.1

14.8

91 - 180

22.7

14.2

25.1

181 - 397

12.8

10.2

6.5

Weighted Average Maturity

11/30/01

5/31/01

11/30/00

Fidelity U.S. Government Reserves

78 Days

63 Days

65 Days

Government Retail Money
Market Funds Average *

56 Days

49 Days

43 Days

Asset Allocation (% of fund's net assets)

As of November 30, 2001

As of May 31, 2001

Federal Agency
Issues 71.3%

Federal Agency
Issues 81.0%

U.S. Treasury
Obligations 5.1%

U.S. Treasury
Obligations 0.0%

Repurchase
Agreements 28.4%

Repurchase
Agreements 25.7%

Net Other
Assets** (4.8)%

Net Other
Assets** (6.7)%



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

*Source: iMoneyNet, Inc.

Annual Report

Investments November 30, 2001

Showing Percentage of Net Assets

Federal Agencies - 71.3%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Fannie Mae - 54.1%

Agency Coupons - 20.9%

12/3/01

2.11% (b)

$ 38,500

$ 38,480

12/3/01

2.53 (b)

17,000

16,990

12/3/01

3.26 (b)

45,000

45,000

12/4/01

2.13 (b)

40,000

39,985

12/4/01

2.14 (b)

45,000

44,988

12/6/01

6.20

23,000

23,000

1/5/02

1.99 (b)

100,000

99,970

1/10/02

2.26 (b)

85,000

84,937

1/25/02

2.18 (b)

13,000

12,995

1/30/02

2.11 (b)

20,000

19,992

6/28/02

4.03

40,000

40,000

11/7/02

2.54

25,000

24,994

491,331

Discount Notes - 33.2%

12/27/01

5.02

15,000

14,948

1/24/02

2.10

23,385

23,312

1/25/02

5.04

14,900

14,791

2/7/02

3.43

50,000

49,682

2/8/02

3.53

60,000

59,601

2/14/02

3.40

83,000

82,422

3/1/02

1.96 (a)

20,000

19,916

3/5/02

3.37

11,110

11,014

3/7/02

3.25

130,000

128,890

3/14/02

2.76

25,000

24,805

4/5/02

4.58

40,000

39,392

4/25/02

2.18

90,000

89,217

5/9/02

2.02

50,000

49,558

5/23/02

2.02

20,000

19,808

5/31/02

3.96

12,000

11,770

6/18/02

2.02

14,000

13,845

7/12/02

3.61

50,000

48,919

8/12/02

1.98

26,000

25,642

10/18/02

2.23

12,000

11,767

11/15/02

2.41

44,000

42,998

782,297

1,273,628

Federal Agencies - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Federal Home Loan Bank - 4.4%

Agency Coupons - 2.4%

12/28/01

1.98% (b)

$ 30,000

$ 29,976

1/21/02

2.24 (b)

26,000

25,977

55,953

Discount Notes - 2.0%

12/12/01

2.31

19,000

18,987

12/19/01

2.29

28,000

27,968

46,955

102,908

Freddie Mac - 11.9%

Agency Coupons - 0.8%

12/3/01

1.97 (b)

15,000

14,998

8/27/02

3.73

4,000

4,000

18,998

Discount Notes - 11.1%

12/6/01

3.72

30,000

29,985

12/6/01

6.28

16,000

15,987

1/31/02

5.01

15,000

14,879

2/27/02

3.59

22,770

22,574

3/28/02

2.31

35,000

34,740

4/24/02

4.22

25,000

24,595

4/25/02

2.18

30,000

29,739

5/23/02

1.99

20,000

19,810

6/26/02

3.79

26,000

25,453

7/8/02

2.24

20,000

19,732

8/28/02

2.06

25,000

24,619

262,113

281,111

Resolution Funding Corp. - 0.9%

Agency Coupons - 0.9%

7/15/02

2.28

22,920

22,596

TOTAL FEDERAL AGENCIES

1,680,243

U.S. Treasury Obligations - 5.1%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

U.S. Treasury Bills - 3.0%

1/31/02

2.11%

$ 50,000

$ 49,822

4/25/02

2.13

20,000

19,830

69,652

U.S. Treasury Notes - principal STRIPS - 2.1%

5/15/02

3.40

50,000

49,240

TOTAL U.S. TREASURY OBLIGATIONS

118,892

Repurchase Agreements - 28.4%

Maturity
Amount (000s)

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

10/4/01 due 12/3/01 At 2.41%

$ 80,321

80,000

10/5/01 due 2/1/02 At 2.3%

61,464

61,000

10/16/01 due 2/13/02 At 2.28%

75,570

75,000

10/26/01 due 12/20/01 At 2.21%

25,084

25,000

11/1/01 due 1/30/02 At 2.08%

28,146

28,000

11/30/01 due 12/3/01 At 2.15%

400,894

400,822

TOTAL REPURCHASE AGREEMENTS

669,822

TOTAL INVESTMENT PORTFOLIO - 104.8%

2,468,957

NET OTHER ASSETS - (4.8)%

(113,933)

NET ASSETS - 100%

$ 2,355,024

Total Cost for Income Tax Purposes $ 2,468,957

Legend

(a) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

Income Tax Information

A total of 9.37% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2002 of amounts for use in preparing 2001 income tax returns (unaudited).

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

November 30, 2001

Assets

Investment in securities, at value (including
repurchase agreements of $669,822) -
See accompanying schedule

$ 2,468,957

Receivable for fund shares sold

15,929

Interest receivable

3,355

Prepaid expenses

1

Total assets

2,488,242

Liabilities

Payable for investments purchased
Regular delivery

$ 99,969

Delayed delivery

19,916

Payable for fund shares redeemed

12,473

Distributions payable

82

Accrued management fee

395

Other payables and accrued expenses

383

Total liabilities

133,218

Net Assets

$ 2,355,024

Net Assets consist of:

Paid in capital

$ 2,354,761

Accumulated net realized gain (loss) on investments

263

Net Assets, for 2,354,989 shares outstanding

$ 2,355,024

Net Asset Value, offering price and redemption price per share ($2,355,024 ÷ 2,354,989 shares)

$1.00

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended November 30, 2001

Investment Income

Interest

$ 86,990

Expenses

Management fee

$ 3,913

Transfer agent fees

2,673

Accounting fees and expenses

170

Non-interested trustees' compensation

7

Custodian fees and expenses

21

Registration fees

154

Audit

27

Legal

5

Miscellaneous

60

Total expenses before reductions

7,030

Expense reductions

(79)

6,951

Net investment income

80,039

Net Realized Gain (Loss) on Investments

263

Net increase in net assets resulting from operations

$ 80,302

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,
2001

Year ended
November 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 80,039

$ 87,425

Net realized gain (loss)

263

135

Net increase (decrease) in net assets resulting
from operations

80,302

87,560

Distributions to shareholders from net investment income

(80,039)

(87,425)

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

2,761,082

1,528,047

Reinvestment of distributions from net investment income

78,358

84,399

Cost of shares redeemed

(1,979,181)

(1,660,258)

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

860,259

(47,812)

Total increase (decrease) in net assets

860,522

(47,677)

Net Assets

Beginning of period

1,494,502

1,542,179

End of period

$ 2,355,024

$ 1,494,502

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

Annual Report

Financial Highlights

Years ended November 30,

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning
of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations
Net investment income

.044

.058

.048

.052

.051

Less Distributions

From net investment income

(.044)

(.058)

(.048)

(.052)

(.051)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return A

4.46%

6.00%

4.86%

5.29%

5.26%

Ratios to Average Net Assets B

Expenses before expense
reductions

.36%

.43%

.41%

.45%

.48%

Expenses net of voluntary
waivers, if any

.36%

.43%

.41%

.45%

.48%

Expenses net of all reductions

.36%

.42%

.40%

.44%

.48%

Net investment income

4.15%

5.85%

4.77%

5.16%

5.13%

Supplemental Data

Net assets, end of period
(in millions)

$ 2,355

$ 1,495

$ 1,542

$ 1,427

$ 1,290

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2001

1. Significant Accounting Policies.

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 business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

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

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

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

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

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

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

2. Operating Policies.

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

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

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

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is "marked to market" daily and equivalent deliverable securities are held for the transaction. The values of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

3. Joint Trading Account.

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

Summary of Joint Trading

Dated October 4, 2001, due December 3, 2001

2.41%

Number of dealers or banks

1

Maximum amount with one dealer or bank

100%

Aggregate principal amount of agreements

$250,000,000

Aggregate maturity amount of agreements

$251,004,167

Aggregate market value of transferred assets

$257,043,927

Coupon rates of transferred assets

5.50% to 10.50%

Maturity dates of transferred assets

4/1/09 to 11/1/31

Annual Report

Notes to Financial Statements - continued

3. Joint Trading Account - continued

Summary of Joint Trading - continued

Dated October 5, 2001, due February 1, 2002

2.30%

Number of dealers or banks

1

Maximum amount with one dealer or bank

100%

Aggregate principal amount of agreements

$500,000,000

Aggregate maturity amount of agreements

$503,801,389

Aggregate market value of transferred assets

$510,011,855

Coupon rates of transferred assets

4.53% to 9.04%

Maturity dates of transferred assets

1/1/08 to 10/1/39

Dated October 16, 2001, due February 13, 2002

2.28%

Number of dealers or banks

1

Maximum amount with one dealer or bank

100%

Aggregate principal amount of agreements

$250,000,000

Aggregate maturity amount of agreements

$251,900,000

Aggregate market value of transferred assets

$255,005,928

Coupon rates of transferred assets

4.53% to 9.04%

Maturity dates of transferred assets

1/1/08 to 10/1/39

Dated October 26, 2001, due December 20, 2001

2.21%

Number of dealers or banks

1

Maximum amount with one dealer or bank

100%

Aggregate principal amount of agreements

$250,000,000

Aggregate maturity amount of agreements

$250,844,097

Aggregate market value of transferred assets

$258,053,721

Coupon rates of transferred assets

6.00% to 9.00%

Maturity dates of transferred assets

12/15/07 to 9/15/31

Dated November 1, 2001, due January 30, 2002

2.08%

Number of dealers or banks

1

Maximum amount with one dealer or bank

100%

Aggregate principal amount of agreements

$250,000,000

Aggregate maturity amount of agreements

$251,300,000

Aggregate market value of transferred assets

$257,044,777

Coupon rates of transferred assets

5.50% to 9.00%

Maturity dates of transferred assets

11/1/08 to 11/1/31

Annual Report

Notes to Financial Statements - continued

3. Joint Trading Account - continued

Summary of Joint Trading - continued

Dated November 30, 2001, due December 3, 2001

2.15%

Number of dealers or banks

12

Maximum amount with one dealer or bank

25.5%

Aggregate principal amount of agreements

$12,573,569,000

Aggregate maturity amount of agreements

$12,575,818,744

Aggregate market value of transferred assets

$12,851,578,863

Coupon rates of transferred assets

0% to 16.00%

Maturity dates of transferred assets

12/1/01 to 9/20/37

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. A new management contract took effect on January 1, 2001. The management fee is calculated on the basis of a group fee rate plus a total income-based component. The group fee rate averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. 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.

Under the previous contract the management fee was calculated on the basis of a group fee rate, an individual fund fee rate of .03% of the fund's average net assets, and an income-based component.

During the period the income-based portion of this fee was $1,163,000 or an annual rate of .06% of the fund's average net assets. For the period, the fund's total annual management fee rate was .20% of the fund's average net assets. FMR voluntarily agreed to limit the fund's total management fee to the lesser of the amount that would be paid under the previous contract or the new contract through June 30, 2001.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .14% of average net assets.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Money Market Insurance. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. The fund pays premiums to FIDFUNDS on a calendar year basis, which are amortized over one year. Effective January 1, 2002, the Money Market Insurance program will be suspended for the calendar year. FIDFUNDS will not receive premiums and money market insurance will not be provided during this period.

5. Expense Reductions.

Through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $1,000 and $78,000, respectively.

Annual Report

Report of Independent Accountants

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, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity U.S. Government Reserves' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
January 7, 2002

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

If you are not currently on the Internet, call EarthLink Sprint at 1-800-288-2967, and be sure to ask for registration number SMD004 to receive a special Fidelity package that includes 30 days of free Internet access. EarthLink is North America's #1 independent Internet access provider.

(computer_graphic)

Fidelity On-line Xpress+®

Fidelity On-line Xpress+ software for Windows combines comprehensive portfolio management capabilities, securities trading and access to research and analysis tools . . . all on your desktop. Call Fidelity at 1-800-544-0240 or visit our web site for more information on how to manage your investments via your PC.

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Annual Report

To Write Fidelity

If more than one address is listed, please locate the address that is closest to you. We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

Selling shares

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments
Money Management, Inc.

Officers

Edward C. Johnson 3d, President

Abigail P. Johnson, Senior Vice President

Dwight D. Churchill, Vice President

Boyce I. Greer, Vice President

Robert A. Litterst, Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

Stanley N. Griffith, Assistant Vice President

John H. Costello, Assistant Treasurer

Paul F. Maloney, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

J. Michael Cook *

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Abigail P. Johnson

Edward C. Johnson 3d

Donald J. Kirk *

Marie L. Knowles *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Advisory Board

William S. Stavropoulos

General Distributor

Fidelity Distributors Corporation
Boston, MA

* Independent trustees

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.
Boston, MA

Custodian

Bank of New York
New York, NY

Fidelity's Taxable
Money Market Funds

Fidelity Cash Reserves

Fidelity U.S. Government Reserves

Spartan® Money Market Fund

Spartan U.S. Government
Money Market Fund

Spartan U.S. Treasury
Money Market Fund

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®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

FUS-ANN-0102 152947
1.539126.104

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