-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AslZAP/iKKyg6eyUhq74l7ieXcrrZvPWGksFblkItc8lAu8h9kIITaUAh+2/nVuf Y5QVNqElL3UOznaJPHJIYg== 0000278001-05-000008.txt : 20050727 0000278001-05-000008.hdr.sgml : 20050727 20050727144656 ACCESSION NUMBER: 0000278001-05-000008 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20050531 FILED AS OF DATE: 20050727 DATE AS OF CHANGE: 20050727 EFFECTIVENESS DATE: 20050727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY PHILLIPS STREET TRUST CENTRAL INDEX KEY: 0000278001 IRS NUMBER: 042667982 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02890 FILM NUMBER: 05976948 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 2142816360 MAIL ADDRESS: STREET 1: FIDLEITY INVESTMENTS MAILZONE DW4B STREET 2: P.O. BOX 650471 CITY: DALLAS STATE: TX ZIP: 75265-0471 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY CASH RESERVES DATE OF NAME CHANGE: 19930122 N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2890

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

November 30

Date of reporting period:

May 31, 2005

Item 1. Reports to Stockholders

Fidelity®

Cash Reserves

Semiannual Report

May 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

A complete list of the fund's investments.

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2004 to May 31, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

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

Beginning
Account Value
December 1, 2004

Ending
Account Value
May 31, 2005

Expenses Paid
During Period
*
December 1, 2004
to May 31, 2005

Actual

$ 1,000.00

$ 1,011.00

$ 2.11

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,022.84

$ 2.12

* Expenses are equal to the Fund's annualized expense ratio of .42%; multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Maturity Diversification

Days

% of fund's
investments
5/31/05

% of fund's
investments
11/30/04

% of fund's
investments
5/31/04

0 - 30

60.9

53.5

47.2

31 - 90

31.6

36.2

31.1

91 - 180

6.7

10.2

10.6

181 - 397

0.8

0.1

11.1

Weighted Average Maturity

5/31/05

11/30/04

5/31/04

Cash Reserves

33 Days

40 Days

68 Days

All Taxable Money Market Funds Average *

35 Days

40 Days

51 Days

Asset Allocation (% of fund's net assets)

As of May 31, 2005

As of November 30, 2004

Corporate Bonds 0.5%

Corporate Bonds 0.0%

Commercial
Paper 21.3%

Commercial
Paper 23.3%

Bank CDs, BAs,
TDs, and Notes 56.8%

Bank CDs, BAs,
TDs, and Notes 46.7%

Government
Securities 0.0%

Government
Securities 10.0%

Repurchase
Agreements 21.4%

Repurchase
Agreements 20.7%

Net Other Assets** 0.0%

Net Other Assets** (0.7)%



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

*Source: iMoneyNet, Inc.

Semiannual Report

Investments May 31, 2005

Showing Percentage of Net Assets

Corporate Bonds - 0.5%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

British Telecommunications PLC

12/15/05

3.38%

$ 26,731

$ 27,342

12/15/05

3.39

39,870

40,780

12/15/05

3.40

7,010

7,169

12/15/05

3.43

28,065

28,699

12/15/05

3.51

7,124

7,280

Deutsche Telekom International Finance BV

6/15/05

2.68

40,520

40,603

6/15/05

2.70

5,455

5,466

6/15/05

2.71

7,870

7,886

6/15/05

2.83

1,395

1,398

6/15/05

2.84

4,185

4,194

6/15/05

2.85

3,730

3,738

6/15/05

2.88

9,240

9,259

6/15/05

2.94

7,835

7,851

6/15/05

3.15

28,065

28,118

France Telecom SA

3/1/06

3.65 (a)

10,650

10,938

3/1/06

3.72 (a)

10,485

10,762

3/1/06

3.73 (a)

2,700

2,771

3/1/06

3.76 (a)

3,380

3,467

3/1/06

3.80 (a)

13,570

13,921

3/1/06

3.81 (a)

20,560

21,088

3/1/06

3.82 (a)

25,699

26,360

3/1/06

3.85 (a)

5,435

5,574

3/1/06

3.87 (a)

2,825

2,896

TOTAL CORPORATE BONDS

317,560

Certificates of Deposit - 32.6%

Domestic Certificates Of Deposit - 1.6%

Huntington National Bank, Columbus

7/25/05

3.18

65,000

65,000

10/24/05

3.41

65,000

65,000

11/10/05

3.50

19,000

19,000

Washington Mutual Bank, California

6/13/05

2.70

235,000

235,000

6/27/05

3.03

300,000

300,000

8/9/05

3.20

150,000

150,000

8/18/05

3.17

150,000

150,000

984,000

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

London Branch, Eurodollar, Foreign Banks - 14.4%

ABN-AMRO Bank NV

8/8/05

3.17%

$ 750,000

$ 750,000

Barclays Bank PLC

7/18/05

3.09

600,000

600,000

7/21/05

3.10

760,000

760,000

Credit Industriel et Commercial

6/9/05

2.82

245,000

245,000

6/14/05

2.83

250,000

250,000

6/17/05

2.85

200,000

200,000

8/1/05

3.03

420,000

420,000

8/3/05

3.05

220,000

220,000

8/8/05

3.08

500,000

500,000

8/11/05

3.09

385,000

385,000

9/12/05

3.30

330,000

330,000

Deutsche Bank AG

6/13/05

3.04

800,000

800,000

7/11/05

3.10

600,000

600,000

9/13/05

3.30

600,000

600,000

Hypo Real Estate Bank International

8/11/05

3.30 (g)

106,000

106,000

Norddeutsche Landesbank Girozentrale

8/30/05

3.26

400,000

400,000

Societe Generale

8/11/05

3.20

910,000

910,000

12/22/05

3.00

100,000

100,000

Unicredito Italiano Spa

7/21/05

3.10

400,000

400,001

8,576,001

New York Branch, Yankee Dollar, Foreign Banks - 16.6%

Bank of Tokyo-Mitsubishi Ltd.

8/9/05

3.18

795,000

795,000

Barclays Bank PLC

6/30/05

3.03

195,000

195,000

BNP Paribas SA

6/22/05

3.01 (d)

575,000

574,983

7/1/05

2.80

450,000

450,000

7/1/05

2.83

200,000

200,000

Calyon

6/13/05

2.92 (d)

275,000

274,968

6/13/05

3.02 (d)

280,000

279,989

Certificates of Deposit - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

New York Branch, Yankee Dollar, Foreign Banks - continued

Canadian Imperial Bank of Commerce

6/15/05

3.15% (d)

$ 500,000

$ 500,000

Credit Suisse First Boston New York Branch

6/3/05

3.05

1,085,000

1,085,000

DEPFA BANK PLC

6/30/05

3.03

200,000

200,000

7/1/05

3.04

75,000

75,000

Deutsche Bank AG

6/3/05

2.89 (d)

390,000

390,000

Dresdner Bank AG

7/18/05

2.86

125,000

125,000

Eurohypo AG

6/27/05

3.05

70,000

70,000

7/18/05

3.10

100,000

100,000

HBOS Treasury Services PLC

6/2/05

3.04 (d)

500,000

500,000

6/6/05

2.89 (d)

500,000

500,000

Mizuho Corporate Bank Ltd.

8/5/05

3.21

250,000

250,000

Royal Bank of Canada

6/15/05

2.93 (d)

185,000

184,978

Royal Bank of Scotland PLC

6/14/05

3.02 (d)

300,000

299,997

Societe Generale

6/20/05

3.02 (d)

450,000

449,992

UBS AG

7/5/05

3.03 (d)

783,000

782,963

Unicredito Italiano Spa

6/21/05

2.98 (d)

240,000

239,995

7/14/05

3.07 (d)

230,000

229,991

7/27/05

3.11 (d)

550,000

549,975

8/12/05

3.18 (d)

110,000

109,993

8/12/05

3.20 (d)

480,000

479,932

9,892,756

TOTAL CERTIFICATES OF DEPOSIT

19,452,757

Commercial Paper - 21.3%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

American General Finance Corp.

7/14/05

3.10%

$ 30,000

$ 29,890

7/26/05

3.17

50,000

49,759

7/27/05

3.17

50,000

49,755

Aspen Funding Corp.

9/19/05

3.24

125,000

123,782

Bank of America Corp.

8/5/05

3.13

510,000

507,155

Barclays U.S. Funding Corp.

8/31/05

3.29

600,000

595,056

Bear Stearns Companies, Inc.

6/20/05

3.04

25,000

24,960

Beta Finance, Inc.

9/16/05

3.21 (b)

70,000

69,343

Citibank Credit Card Master Trust I (Dakota Certificate Program)

6/10/05

3.05

200,000

199,848

6/13/05

3.06

91,000

90,907

7/5/05

3.05

75,000

74,785

Citicorp

6/23/05

3.04

65,000

64,880

Clipper Receivables LLC

7/20/05

3.14

115,000

114,512

7/21/05

3.10

102,000

101,564

Comcast Corp.

6/14/05

3.14 (b)

89,000

88,899

6/15/05

3.14 (b)

36,000

35,956

6/24/05

3.15 (b)

18,000

17,964

11/4/05

3.49 (b)

70,000

68,961

Countrywide Financial Corp.

6/10/05

3.07

109,000

108,916

6/13/05

3.09

50,000

49,949

6/14/05

3.09

545,000

544,394

6/16/05

3.08

105,989

105,853

6/20/05

3.08

131,983

131,769

6/21/05

3.08

115,000

114,804

Credit Suisse First Boston New York Branch

6/6/05

3.04

195,000

194,918

DaimlerChrysler NA Holding Corp.

6/2/05

3.20

55,000

54,995

6/7/05

3.21

35,000

34,981

6/15/05

3.21

60,000

59,925

6/16/05

3.22

67,000

66,910

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

DaimlerChrysler NA Holding Corp. - continued

6/22/05

3.24%

$ 77,000

$ 76,855

6/23/05

3.22

140,000

139,725

6/27/05

3.23

66,000

65,847

Emerald (MBNA Credit Card Master Note Trust)

6/14/05

3.06

95,000

94,895

6/21/05

3.05

175,000

174,705

6/29/05

3.05

11,252

11,225

7/12/05

3.13

108,000

107,617

7/12/05

3.14

7,000

6,975

7/20/05

3.17

180,000

179,228

7/26/05

3.16

130,650

130,023

Eurohypo AG

6/30/05

3.05

180,000

179,561

6/30/05

3.06

75,000

74,816

Fairway Finance Corp.

6/21/05

3.04

35,078

35,019

6/24/05

3.04

24,221

24,174

Falcon Asset Securitization Corp.

6/24/05

3.04

20,049

20,010

FCAR Owner Trust

6/14/05

2.85

150,000

149,847

6/15/05

2.85

10,000

9,989

7/5/05

3.05

159,450

158,994

9/15/05

3.29

24,000

23,771

9/16/05

3.29

244,000

241,650

10/4/05

3.35

25,000

24,714

Ford Motor Credit Co.

6/1/05

3.33

26,000

26,000

6/3/05

3.33

75,000

74,986

General Electric Capital Corp.

9/6/05

3.17

110,000

109,075

General Electric Capital Services, Inc.

9/6/05

3.17

90,000

89,243

Grampian Funding LLC

6/22/05

2.87

133,000

132,780

9/9/05

3.20

363,000

359,824

Grampian Funding Ltd.

6/14/05

2.70

90,000

89,914

International Lease Financial Corp.

6/21/05

3.04

30,000

29,950

7/14/05

3.10

35,000

34,871

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

International Lease Financial Corp. - continued

7/18/05

3.10%

$ 80,000

$ 79,679

Kellogg Co.

7/5/05

3.14

13,000

12,962

7/25/05

3.24

15,000

14,928

Liberty Street Funding Corp.

7/7/05

3.09

254,000

253,219

Market Street Funding Corp.

6/20/05

3.05

103,448

103,282

Motown Notes Program

6/3/05

3.00

106,000

105,982

6/16/05

3.02

120,000

119,850

6/20/05

3.02

120,000

119,810

7/5/05

3.09

30,000

29,913

7/12/05

3.10

65,000

64,772

7/13/05

3.09

182,000

181,348

7/13/05

3.11

35,000

34,874

7/18/05

3.17

140,000

139,424

7/19/05

3.10

160,000

159,343

7/25/05

3.18

155,000

154,268

8/10/05

3.22

70,000

69,566

8/11/05

3.24

180,000

178,860

8/23/05

3.28

53,000

52,603

8/25/05

3.31

111,214

110,353

Newcastle (Discover Card Master Trust)

6/3/05

3.09

40,000

39,993

6/6/05

3.07

80,000

79,966

6/14/05

3.02

35,000

34,962

6/20/05

3.07

149,570

149,329

6/22/05

3.07

66,000

65,883

Newport Funding Corp.

7/18/05

3.08

50,000

49,800

9/19/05

3.24

75,000

74,269

Oracle Corp.

8/8/05

3.20

125,000

124,252

8/8/05

3.21

125,000

124,249

Paradigm Funding LLC

6/10/05

3.05

116,139

116,051

Park Avenue Receivables Corp.

6/24/05

3.04

51,127

51,028

Park Granada LLC

6/10/05

3.06

165,000

164,874

Commercial Paper - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Park Granada LLC - continued

6/13/05

3.06%

$ 200,000

$ 199,797

6/15/05

3.06

140,000

139,834

6/20/05

3.06

175,000

174,718

6/21/05

3.06

213,792

213,430

6/21/05

3.08

108,000

107,816

6/22/05

3.07

30,125

30,071

6/24/05

3.06

163,924

163,605

7/5/05

3.10

65,000

64,811

7/11/05

3.13

412,715

411,289

7/20/05

3.18

100,000

99,570

8/9/05

3.20

125,000

124,241

Park Sienna LLC

6/9/05

3.07

50,056

50,022

6/10/05

3.07

50,164

50,126

6/15/05

3.06

44,307

44,254

6/15/05

3.07

185,933

185,712

6/16/05

3.07

30,080

30,042

6/24/05

3.08

19,155

19,117

Preferred Receivables Funding Corp.

6/6/05

3.04

20,000

19,992

Santander Finance, Inc.

6/8/05

2.62

125,000

124,937

8/24/05

3.11

110,700

109,908

SBC Communications, Inc.

6/1/05

2.96

50,000

50,000

6/2/05

2.96

113,000

112,991

6/6/05

2.98

69,000

68,972

6/8/05

3.01

121,000

120,930

6/23/05

3.07

100,000

99,813

7/18/05

3.19

5,430

5,408

Sheffield Receivables Corp.

6/8/05

3.04

10,000

9,994

6/24/05

3.04

31,922

31,860

Toyota Motor Credit Corp.

9/7/05

3.18

92,000

91,216

Triple-A One Funding Corp.

6/23/05

3.04

10,000

9,981

6/24/05

3.04

22,803

22,759

TOTAL COMMERCIAL PAPER

12,698,581

Master Notes - 2.5%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Bear Stearns Companies, Inc.

9/12/05

3.34% (g)

$ 234,000

$ 234,000

Goldman Sachs Group, Inc.

6/6/05

3.14 (d)(g)

263,000

263,000

6/14/05

3.14 (d)(g)

161,000

161,000

8/11/05

3.30 (d)(g)

367,000

367,000

11/22/05

3.48 (g)

480,000

480,000

TOTAL MASTER NOTES

1,505,000

Medium-Term Notes - 19.0%

Allstate Life Global Funding II

6/8/05

3.11 (b)(d)

65,000

65,000

6/15/05

3.08 (b)(d)

45,000

45,000

6/15/05

3.12 (b)(d)

70,000

70,000

American Express Credit Corp.

6/6/05

3.17 (d)

68,000

68,054

6/20/05

3.12 (b)(d)

170,000

169,972

ASIF Global Financing XXX

6/23/05

3.08 (b)(d)

275,000

275,000

Australia & New Zealand Banking Group Ltd.

6/23/05

3.08 (b)(d)

50,000

50,000

6/23/05

3.08 (b)(d)

50,000

50,000

6/23/05

3.08 (b)(d)

50,000

50,000

6/23/05

3.08 (b)(d)

50,000

50,000

Bayerische Landesbank Girozentrale

8/19/05

3.24 (d)

445,000

445,000

BellSouth Telecommunications

6/6/05

3.00 (d)

85,000

85,000

BMW U.S. Capital LLC

6/15/05

3.06 (b)(d)

84,000

84,000

Citigroup Global Markets Holdings, Inc.

6/6/05

3.01 (d)

80,000

80,001

Descartes Funding Trust

6/15/05

3.09 (d)

100,000

100,000

First Tennessee Bank NA, Memphis

6/1/05

2.91 (d)

50,000

50,000

GE Capital Assurance Co.

6/1/05

3.20 (d)(g)

50,000

50,000

6/1/05

3.16 (d)(g)

105,000

105,000

Medium-Term Notes - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

General Electric Capital Corp.

6/8/05

3.08% (d)

$ 680,000

$ 680,000

6/9/05

3.19 (d)

487,400

487,525

6/17/05

3.19 (d)

596,500

596,626

HBOS Treasury Services PLC

6/24/05

3.08 (d)

530,000

530,000

8/22/05

3.33 (b)(d)

50,000

50,020

Household Finance Corp.

6/6/05

3.05 (d)

70,000

70,000

6/16/05

3.12 (d)

60,000

60,004

8/18/05

3.37 (d)

199,000

199,056

HSBC Finance Corp.

6/24/05

3.08 (d)

222,000

222,000

Metropolitan Life Insurance Co.

6/6/05

3.08 (b)(d)

160,292

160,292

Morgan Stanley

6/1/05

3.14 (d)

50,000

50,000

6/1/05

3.14 (d)

20,000

20,000

6/6/05

3.12 (d)

110,000

110,000

6/15/05

3.09 (d)

169,000

169,000

6/15/05

3.21 (d)

155,000

155,048

6/27/05

3.13 (d)

320,000

320,011

National City Bank

6/1/05

2.83 (d)

355,000

355,000

Pacific Life Global Funding

6/6/05

3.11 (b)(d)

60,000

60,000

6/13/05

3.08 (d)

30,000

30,000

RACERS

6/22/05

3.09 (b)(d)

480,000

480,000

Royal Bank of Canada

6/10/05

3.10 (d)

55,000

55,000

Royal Bank of Scotland PLC

6/21/05

3.06 (b)(d)

500,000

500,000

SBC Communications, Inc.

6/5/05

2.39 (b)

25,000

25,005

6/5/06

3.96 (b)(c)

153,395

153,943

SLM Corp.

6/1/05

3.11 (b)(d)

50,000

50,000

6/1/05

3.11 (b)(d)

50,000

50,000

6/1/05

3.11 (b)(d)

50,000

50,000

6/1/05

3.11 (b)(d)

50,000

50,000

6/1/05

3.11 (b)(d)

50,000

50,000

Medium-Term Notes - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

SLM Corp. - continued

6/1/05

3.11% (b)(d)

$ 50,000

$ 50,000

Travelers Insurance Co.

7/1/05

3.20 (d)(g)

5,000

5,000

8/17/05

3.37 (d)(g)

75,000

75,000

Treasury Bank NA, Alexandria Virginia

8/12/05

3.27 (d)

300,000

300,000

Verizon Global Funding Corp.

6/15/05

3.12 (d)

1,136,000

1,136,000

Washington Mutual Bank, California

7/27/05

3.16 (d)

480,000

480,000

8/4/05

3.19 (d)

300,000

300,000

Wells Fargo & Co.

6/2/05

3.13 (d)

215,000

215,000

6/15/05

3.06 (d)

500,000

500,000

WestLB AG

6/10/05

3.10 (b)(d)

241,000

241,000

6/30/05

3.09 (b)(d)

265,000

265,000

Westpac Banking Corp.

6/13/05

2.99 (d)

100,000

100,000

TOTAL MEDIUM-TERM NOTES

11,347,557

Short-Term Notes - 2.6%

Hartford Life Insurance Co.

6/1/05

3.06 (d)(g)

40,000

40,000

Jackson National Life Insurance Co.

7/1/05

3.24 (d)(g)

130,000

130,000

Metropolitan Life Insurance Co.

6/28/05

3.17 (b)(d)

85,000

85,000

7/1/05

3.29 (d)(g)

175,000

175,000

8/1/05

3.37 (d)(g)

65,000

65,000

Monumental Life Insurance Co.

6/1/05

3.22 (d)(g)

92,000

92,000

6/1/05

3.25 (d)(g)

65,000

65,000

8/1/05

3.41 (d)(g)

65,000

65,000

New York Life Insurance Co.

7/1/05

3.23 (d)(g)

425,000

425,000

Pacific Life Insurance Co.

6/10/05

3.13 (d)(g)

160,000

160,000

Short-Term Notes - continued

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Transamerica Occidental Life Insurance Co.

8/1/05

3.38% (d)(g)

$ 200,000

$ 200,000

Travelers Insurance Co.

8/19/05

3.38 (d)(g)

35,000

35,000

TOTAL SHORT-TERM NOTES

1,537,000

Municipal Securities - 0.1%

California Hsg. Fin. Agcy. Home Mtg. Rev. Series 2001 J, 2.94% (FSA Insured), VRDN 6/1/05 (d)(e)

24,770

24,770

California Hsg. Fin. Agcy. Home Mtg. Rev. Series X2, 2.97% (FSA Insured), VRDN 6/7/05 (d)(e)

28,130

28,130

Chicago O'Hare Int'l. Arpt. Rev. Series 2001 B, 3.15% 6/2/05, LOC Commerzbank AG, CP

23,379

23,379

TOTAL MUNICIPAL SECURITIES

76,279

Repurchase Agreements - 21.4%

Maturity
Amount (000s)

In a joint trading account (Collateralized by U.S. Government Obligations dated 5/31/05 due 6/1/05
At 3.09%)

$ 961,883

961,800

With:

Banc of America Securities LLC At:

3.11%, dated 5/31/05 due 6/1/05 (Collateralized by Mortgage Loan Obligations valued at $445,853,321, 0% - 6.5%, 6/15/13 - 7/25/35)

425,037

425,000

3.12%, dated 5/31/05 due 6/1/05 (Collateralized by Commercial Paper Obligations valued at $714,000,000, 0% - 3.27%, 6/1/05 - 8/8/05)

700,061

700,000

3.19%, dated 5/31/05 due 6/1/05 (Collateralized by Corporate Obligations valued at $301,483,230, 4.91% - 11.88%, 6/1/05 - 10/1/46)

300,027

300,000

Barclays Capital, Inc. At:

3.11%, dated 5/31/05 due 6/1/05 (Collateralized by Corporate Obligations valued at $506,830,551, 0.5% - - 6.98%, 1/16/06 - 1/20/43)

500,043

500,000

3.17%, dated 5/31/05 due 6/1/05 (Collateralized by Equity Securities valued at $210,000,060)

200,018

200,000

Repurchase Agreements - continued

Maturity
Amount (000s)

Value (Note 1)
(000s)

With: - continued

Bear Stearns & Co. At:

3.12%, dated 5/31/05 due 6/1/05 (Collateralized by Mortgage Loan Obligations valued at $104,684,981, 0.18% - 6.45%, 10/25/18 - 5/25/35)

$ 100,009

$ 100,000

3.19%, dated 5/31/05 due 6/1/05 (Collateralized by Mortgage Loan Obligations valued at $104,527,217, 3.18% - 8.1%, 12/25/18 - 2/14/43)

100,009

100,000

Citigroup Global Markets, Inc. At:

3.12%, dated 5/31/05 due 6/1/05 (Collateralized by Corporate Obligations valued at $108,844,641, 3.33% - 3.63%, 2/1/08 - 2/15/08)

107,009

107,000

3.16%, dated 5/31/05 due 6/1/05 (Collateralized by Corporate Obligations valued at:

$141,800,386, 6.13% - 10.88%, 2/15/06 - 1/15/15)

200,018

200,000

$263,252,551, 6.38% - 10.88%, 1/1/08 - 2/1/30)

260,023

260,000

$302,458,720, 3.63% - 8%, 2/15/08 - 4/15/31)

300,026

300,000

Credit Suisse First Boston, Inc. At:

3.14%, dated 5/31/05 due 6/1/05 (Collateralized by Corporate Obligations valued at $431,457,970, 1.44% - 8.07%, 7/17/06 - 8/28/44)

425,037

425,000

3.16%, dated 5/31/05 due 6/1/05 (Collateralized by Corporate Obligations valued at $755,200,837, 1.82% - - 13.14%, 7/1/07 - 10/11/37)

725,064

725,000

Deutsche Bank Securities, Inc. At:

3.13%, dated 5/31/05 due 6/1/05 (Collateralized by Mortgage Loan Obligations valued at $203,081,726, 5.5%, 1/1/34)

200,017

200,000

3.19%, dated 5/31/05 due 6/1/05 (Collateralized by Mortgage Loan Obligations valued at $316,864,698, 0% - 7.58%, 11/15/16 - 1/22/45)

302,027

302,000

Goldman Sachs & Co. At:

3.16%, dated 5/24/05 due 7/1/05:

(Collateralized by Corporate Obligations valued at $964,704,216, 0% - 14%, 6/15/05 - 10/1/46) (d)(f)

953,169

950,000

(Collateralized by Municipal Obligations valued at $544,430,632, 0% - 8.25%, 6/1/05 - 1/1/48) (d)(f)

531,768

530,000

3.18%, dated 5/24/05 due 7/1/05 (Collateralized by Equity Securities valued at $252,000,000) (d)(f)

240,806

240,000

Repurchase Agreements - continued

Maturity
Amount (000s)

Value (Note 1)
(000s)

With: - continued

J.P. Morgan Securities, Inc. At:

3.11%, dated 5/31/05 due 6/1/05 (Collateralized by Commercial Paper Obligations valued at $306,000,646, 0% - 0.33%, 6/1/05 - 8/23/05)

$ 300,026

$ 300,000

3.13%, dated 5/4/05 due 7/1/05 (Collateralized by Corporate Obligations valued at $685,140,385, 6.37% - - 11.3%, 12/1/06 - 4/1/37)

662,323

659,000

Lehman Brothers, Inc. At:

3.1%, dated 5/31/05 due 6/2/05 (Collateralized by Commercial Paper Obligations valued at $45,902,371, 0.04%, 6/2/05)

45,008

45,000

3.12%, dated 5/26/05 due 6/1/05 (Collateralized by Commercial Paper Obligations valued at $214,202,201, 0.08%, 6/1/05)

210,109

210,000

Merrill Lynch, Pierce, Fenner & Smith At:

3.14%, dated 5/31/05 due 6/1/05 (Collateralized by Corporate Obligations valued at $302,452,978, 3.88% - 7.13%, 1/15/06 - 7/15/32)

300,026

300,000

3.21%, dated 4/29/05 due 7/27/05 (Collateralized by Corporate Obligations valued at $830,423,174, 0% - - 13.75%, 6/1/05 - 5/1/34) (d)(f)

806,349

800,000

Morgan Stanley & Co. At:

3.13%, dated 5/4/05 due 7/1/05:

(Collateralized by Corporate Obligations valued at $308,086,473, 0% - 14.88%, 6/1/06 - 2/15/37)

301,513

300,000

(Collateralized by Mortgage Loan Obligations valued at $259,591,501, 4.13% - 7%, 3/25/35 - 7/25/35)

247,241

246,000

3.14%, dated 5/31/05 due 6/1/05 (Collateralized by Mortgage Loan Obligations valued at $878,455,685, 0% - 13.36%, 3/14/11 - 7/15/56)

834,073

834,000

3.21%, dated 5/31/05 due 6/1/05 (Collateralized by Equity Securities valued at $733,255,965)

700,062

700,000

Wachovia Securities, Inc. At 3.13%, dated 5/31/05 due 6/1/05 (Collateralized by Mortgage Loan Obligations valued at $830,550,263, 0% - 7.86%, 12/18/09 - 9/13/45)

815,071

815,000

TOTAL REPURCHASE AGREEMENTS

12,734,800

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $59,669,534)

59,669,534

NET OTHER ASSETS - 0.0%

5,707

NET ASSETS - 100%

$ 59,675,241

Security Type Abbreviations

CP - COMMERCIAL PAPER

VRDN - VARIABLE RATE DEMAND NOTE

Legend

(a) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $3,510,355,000 or 5.9% of net assets.

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

(d) 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.

(e) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

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

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $3,298,000,000 or 5.5% of net assets.

Additional information on each holding is as follows:

Security

Acquisition
Date

Cost
(000s)

Bear Stearns Companies, Inc. 3.34%, 9/12/05

3/15/05

$ 234,000

GE Capital
Assurance Co.:
3.16%, 6/1/05

4/1/05

$ 105,000

3.2%, 6/1/05

7/30/04

$ 50,000

Goldman Sachs Group, Inc.:
3.14%, 6/6/05

1/6/05

$ 263,000

3.14%, 6/14/05

2/14/05

$ 161,000

3.3%, 8/11/05

8/11/04

$ 367,000

3.48%, 11/22/05

3/10/05

$ 480,000

Hartford Life Insurance Co.
3.06%, 6/1/05

12/16/03

$ 40,000

Hypo Real Estate Bank International 3.3%, 8/11/05

5/9/05

$ 106,000

Jackson National Life Insurance Co.
3.24%, 7/1/05

3/31/03

$ 130,000

Metropolitan Life Insurance Co.:
3.29%, 7/1/05

3/26/02

$ 175,000

3.37%, 8/1/05

2/24/03

$ 65,000

Security

Acquisition
Date

Cost
(000s)

Monumental Life Insurance Co.:
3.22%, 6/1/05

7/31/98-9/17/98

$ 92,000

3.25%, 6/1/05

3/12/99

$ 65,000

3.41%, 8/1/05

2/1/00

$ 65,000

New York Life Insurance Co.
3.23%, 7/1/05

2/28/02 - 12/19/02

$ 425,000

Pacific Life
Insurance Co.
3.13%, 6/10/05

3/10/03

$ 160,000

Transamerica Occidental Life Insurance Co.
3.38%, 8/1/05

4/28/00

$ 200,000

Travelers Insurance Co:
3.2%, 7/1/05

4/1/05

$ 5,000

3.37%, 8/17/05

5/17/05

$ 75,000

3.38%, 8/19/05

8/19/04

$ 35,000

Income Tax Information

At November 30, 2004, the fund had a capital loss carryforward of approximately $3,151,000 of which $848,000 and $2,303,000 will expire on November 30, 2011 and 2012, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

May 31, 2005

Assets

Investment in securities, at value (including repurchase agreements of $12,734,800) (cost $59,669,534) - See accompanying schedule

$ 59,669,534

Cash

361

Receivable for fund shares sold

592,769

Interest receivable

141,111

Prepaid expenses

138

Other affiliated receivables

66

Total assets

60,403,979

Liabilities

Payable for investments purchased on a delayed delivery basis

$ 153,943

Payable for fund shares redeemed

551,251

Distributions payable

1,431

Accrued management fee

9,841

Other affiliated payables

11,841

Other payables and accrued expenses

431

Total liabilities

728,738

Net Assets

$ 59,675,241

Net Assets consist of:

Paid in capital

$ 59,677,353

Undistributed net investment income

1,327

Accumulated undistributed net realized gain (loss) on investments

(3,439)

Net Assets, for 59,677,572 shares outstanding

$ 59,675,241

Net Asset Value, offering price and redemption price per share ($59,675,241 ÷ 59,677,572 shares)

$ 1.00

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended May 31, 2005

Investment Income

Interest

$ 755,685

Expenses

Management fee

$ 55,994

Transfer agent fees

62,844

Accounting fees and expenses

987

Independent trustees' compensation

137

Appreciation in deferred trustee compensation account

7

Custodian fees and expenses

364

Registration fees

717

Audit

208

Legal

77

Miscellaneous

168

Total expenses before reductions

121,503

Expense reductions

(144)

121,359

Net investment income

634,326

Net realized gain (loss) on investment securities

(1,230)

Net increase in net assets resulting from operations

$ 633,096

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
May 31,
2005

Year ended
November 30,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 634,326

$ 538,159

Net realized gain (loss)

(1,230)

(2,281)

Net increase in net assets resulting
from operations

633,096

535,878

Distributions to shareholders from net investment income

(634,980)

(538,000)

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

75,123,857

124,088,633

Reinvestment of distributions

627,387

532,074

Cost of shares redeemed

(72,372,396)

(123,099,833)

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

3,378,848

1,520,874

Total increase (decrease) in net assets

3,376,964

1,518,752

Net Assets

Beginning of period

56,298,277

54,779,525

End of period (including undistributed net investment income of $1,327 and undistributed net investment income of $2,923, respectively)

$ 59,675,241

$ 56,298,277

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

Semiannual Report

Financial Highlights

Six months ended
May 31,

Years ended November 30,

2005

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning
of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

Net investment income

.011

.010

.009

.017

.044

.060

Distributions from net investment income

(.011)

(.010)

(.009)

(.017)

(.044)

(.060)

Net asset value,
end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B, C

1.10%

.98%

.93%

1.69%

4.46%

6.13%

Ratios to Average Net Assets D

Expenses before expense reductions

.42% A

.42%

.40%

.39%

.39%

.46%

Expenses net of voluntary waivers, if any

.42% A

.42%

.40%

.39%

.39%

.46%

Expenses net of all reductions

.42% A

.42%

.40%

.39%

.39%

.46%

Net investment income

2.21% A

.98%

.93%

1.67%

4.27%

5.97%

Supplemental Data

Net assets,
end of period
(in millions)

$ 59,675

$ 56,298

$ 54,780

$ 57,050

$ 56,504

$ 44,214

A Annualized

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2005

(Amounts in thousands except ratios)

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

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

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

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

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Unrealized appreciation

$ -

Unrealized depreciation

-

Net unrealized appreciation (depreciation)

$ -

Cost for federal income tax purposes

$ 59,669,534

2. Operating Policies.

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

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 value 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's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Semiannual Report

2. Operating Policies - continued

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

3. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is calculated on the basis of a group fee rate plus a total income-based component. The group fee rate averaged .12% 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.

During the period the income-based portion of this fee was $20,301 or an annualized rate of .07% of the fund's average net assets. For the period, the fund's total annualized management fee rate was .20% of the fund's average net assets.

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 shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .22% 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.

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 affiliated funds. At period end, there were no interfund loans outstanding. The

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest Earned
(included in interest income)

Interest
Expense

Lender

$ 9,884

2.72%

$ 14

-

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 $16 and $128, respectively.

5. Other.

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

Semiannual Report

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Cash Reserves (a fund of Fidelity Phillips Street Trust) at May 31, 2005 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's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at May 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

July 8, 2005

Semiannual 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

* 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.

Semiannual Report

To Write Fidelity

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
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

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 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments
Money Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions

and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

CAS-USAN-0705
1.786809.102

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

Fidelity®

U.S. Government Reserves

Semiannual Report

May 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

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.

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2004 to May 31, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

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

Beginning
Account Value
December 1, 2004

Ending
Account Value
May 31, 2005

Expenses Paid
During Period
*
December 1, 2004
to May 31, 2005

Actual

$ 1,000.00

$ 1,011.10

$ 1.75

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,023.19

$ 1.77

* Expenses are equal to the Fund's annualized expense ratio of .35%; multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Maturity Diversification

Days

% of fund's
investments
5/31/05

% of fund's
investments
11/30/04

% of fund's
investments
5/31/04

0 - 30

80.7

63.6

59.5

31 - 90

17.6

20.1

16.6

91 - 180

1.7

16.3

13.9

181 - 397

0.0

0.0

10.0

Weighted Average Maturity

5/31/05

11/30/04

5/31/04

Fidelity U.S. Government Reserves

18 Days

42 Days

69 Days

Government Retail Money Market
Funds Average
*

34 Days

41 Days

52 Days

Asset Allocation (% of fund's net assets)

As of May 31, 2005

As of November 30, 2004

Federal Agency
Issues 29.8%

Federal Agency
Issues 61.1%

Repurchase
Agreements 70.1%

Repurchase
Agreements 38.8%

Net Other Assets 0.1%

Net Other Assets 0.1%



*Source: iMoneyNet®, Inc.

Semiannual Report

Investments May 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Federal Agencies - 29.8%

Due
Date

Annualized Yield at
Time of Purchase

Principal Amount
(000s)

Value (Note 1)
(000s)

Fannie Mae - 20.2%

Agency Coupons - 11.5%

6/6/05

2.82% (a)

$ 48,000

$ 47,992

6/21/05

2.93 (a)

115,000

114,898

7/3/05

2.99 (a)

37,000

36,991

8/22/05

3.18 (a)

60,000

59,963

259,844

Discount Notes - 8.7%

7/6/05

2.75

16,000

15,958

7/13/05

3.06

24,000

23,915

8/3/05

2.96

17,000

16,913

8/10/05

2.89

25,000

24,861

8/17/05

2.95

30,000

29,813

8/17/05

2.99

47,000

46,703

9/6/05

3.10

38,000

37,688

195,851

455,695

Federal Home Loan Bank - 9.6%

Agency Coupons - 9.6%

6/1/05

3.03 (a)

20,000

19,999

6/13/05

2.88 (a)

56,000

55,954

8/2/05

3.10 (a)

23,000

22,981

8/10/05

3.12 (a)

60,000

59,963

8/26/05

3.17 (a)

58,000

57,992

216,889

TOTAL FEDERAL AGENCIES

672,584

Repurchase Agreements - 70.1%

Maturity
Amount (000s)

Value (Note 1)
(000s)

In a joint trading account (Collateralized by U.S. Government Obligations) dated 5/31/05 due 6/1/05 At 3.09% (b)

$ 1,342,074

$ 1,341,959

With:

Barclays Capital, Inc. At 3.03%, dated 4/29/05
due 6/22/05 (Collateralized by U.S. Government Obligations valued at $120,894,476, 4.56% - 6.5%, 12/1/18 - 5/1/35)

119,541

119,000

Morgan Stanley & Co., Inc. At 3.03%, dated 5/3/05
due 6/22/05 (Collateralized by U.S. Government Obligations valued at $121,380,000, 3.24%, 8/1/33)

119,501

119,000

TOTAL REPURCHASE AGREEMENTS

1,579,959

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $2,252,543)

2,252,543

NET OTHER ASSETS - 0.1%

1,495

NET ASSETS - 100%

$ 2,254,038

Legend

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

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

Repurchase Agreement/
Counterparty

Value
(000s)

$1,341,959,000 due 6/1/05 at 3.09%

Bank of America, National Association

$ 473,099

Barclays Capital Inc.

351,445

Greenwich Capital Markets, Inc.

135,171

J.P. Morgan Securities, Inc.

202,757

Morgan Stanley & Co. Incorporated.

20,276

Societe Generale, New York Branch

47,310

Wachovia Capital Markets, LLC

57,833

WestLB AG

54,068

$ 1,341,959

Income Tax Information

At November 30, 2004, the fund had a capital loss carryforward of approximately $198,000 of which $9,000 and $189,000 will expire on November 30, 2010 and 2012, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

May 31, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $1,579,959) (cost $2,252,543) -
See accompanying schedule

$ 2,252,543

Receivable for fund shares sold

5,159

Interest receivable

2,610

Prepaid expenses

5

Total assets

2,260,317

Liabilities

Payable for fund shares redeemed

$ 5,555

Distributions payable

51

Accrued management fee

374

Other affiliated payables

281

Other payables and accrued expenses

18

Total liabilities

6,279

Net Assets

$ 2,254,038

Net Assets consist of:

Paid in capital

$ 2,253,609

Undistributed net investment income

213

Accumulated undistributed net realized gain (loss) on investments

216

Net Assets, for 2,254,268 shares outstanding

$ 2,254,038

Net Asset Value, offering price and redemption price per share ($2,254,038 ÷ 2,254,269 shares)

$ 1.00

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

Semiannual Report

Statement of Operations

Amounts in thousands

Six months ended May 31, 2005 (Unaudited)

Investment Income

Interest

$ 29,209

Expenses

Management fee

$ 2,221

Transfer agent fees

1,533

Accounting fees and expenses

104

Independent trustees' compensation

6

Custodian fees and expenses

7

Registration fees

56

Audit

26

Legal

3

Miscellaneous

13

Total expenses before reductions

3,969

Expense reductions

(32)

3,937

Net investment income

25,272

Net realized gain (loss) on investment securities

(77)

Net increase in net assets resulting from operations

$ 25,195

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
May 31, 2005
(Unaudited)

Year ended
November 30,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 25,272

$ 21,997

Net realized gain (loss)

(77)

(188)

Net increase in net assets resulting
from operations

25,195

21,809

Distributions to shareholders from net investment income

(25,327)

(21,935)

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

1,063,491

1,827,726

Reinvestment of distributions

25,044

21,707

Cost of shares redeemed

(1,111,833)

(1,833,484)

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

(23,298)

15,949

Total increase (decrease) in net assets

(23,430)

15,823

Net Assets

Beginning of period

2,277,468

2,261,645

End of period (including undistributed net investment income of $213 and undistributed net investment income of $759, respectively)

$ 2,254,038

$ 2,277,468

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

Semiannual Report

Financial Highlights

Six months ended
May 31, 2005

Years ended November 30,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

Net investment income

.011

.010

.009

.017

.044

.058

Distributions from net investment income

(.011)

(.010)

(.009)

(.017)

(.044)

(.058)

Net asset value,
end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B, C

1.11%

1.00%

.94%

1.71%

4.46%

6.00%

Ratios to Average Net Assets D

Expenses before expense reductions

.35% A

.35%

.35%

.34%

.36%

.43%

Expenses net of voluntary waivers, if any

.35% A

.35%

.35%

.34%

.36%

.43%

Expenses net of all reductions

.35% A

.35%

.35%

.34%

.36%

.42%

Net investment income

2.22% A

1.01%

.94%

1.69%

4.15%

5.85%

Supplemental Data

Net assets,
end of period
(in millions)

$ 2,254

$ 2,277

$ 2,262

$ 2,560

$ 2,355

$ 1,495

A Annualized

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2005 (Unaudited)

(Amounts in thousands except ratios)

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

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

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

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

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

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to market discount, capital loss carryforwards and losses deferred due to wash sales.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ -

Unrealized depreciation

-

Net unrealized appreciation (depreciation)

$ -

Cost for federal income tax purposes

$ 2,252,543

2. Operating Policies.

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

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. The management fee is calculated on the basis of a group fee rate plus a total income-based component. The group fee rate averaged .12% 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.

During the period the income-based portion of this fee was $804 or an annualized rate of .07% of the fund's average net assets. For the period, the fund's total annualized management fee rate was .19% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Fees and Other Transactions with Affiliates - continued

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 shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .13% 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.

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 $1 and $31.

5. Other.

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

Semiannual 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

* 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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments
Money Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

FUS-USAN-0705
1.786820.102

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

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

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

SIGNATURES

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

Fidelity Phillips Street Trust

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

July 20, 2005

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

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

July 20, 2005

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

July 20, 2005

EX-99.CERT 2 phil99cert.htm

Exhibit EX-99.CERT

I, Christine Reynolds, certify that:

1. I have reviewed this report on Form N-CSR of Fidelity Phillips Street Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 20, 2005

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

I, Timothy F. Hayes, certify that:

1. I have reviewed this report on Form N-CSR of Fidelity Phillips Street Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 20, 2005

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

EX-99.906 CERT 3 phil906cert.htm

Exhibit EX-99.906CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

In connection with the attached Report of Fidelity Phillips Street Trust (the "Trust") on Form N-CSR to be filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the Trust does hereby certify that, to the best of such officer's knowledge:

1. The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust as of, and for, the periods presented in the Report.

Dated: July 20, 2005

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Dated: July 20, 2005

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.

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