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, 2007

Item 1. Reports to Stockholders

Fidelity®

Cash Reserves

Semiannual Report

May 31, 2007

(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 http://www.fidelity.com (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

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 holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

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:

Stocks are currently on pace to register their fifth-straight year of positive returns, although gains could be trimmed if the U.S. economy continues to slow. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/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, 2006 to May 31, 2007).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Beginning
Account Value
December 1, 2006

Ending
Account Value
May 31, 2007

Expenses Paid
During Period
*
December 1, 2006
to May 31, 2007

Actual

$ 1,000.00

$ 1,025.00

$ 2.22

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,022.74

$ 2.22

* Expenses are equal to the Fund's annualized expense ratio of .44%; 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 5/31/07

% of fund's investments 11/30/06

% of fund's investments 5/31/06

0 - 30

67.7

59.6

75.4

31 - 90

19.0

26.9

17.1

91 - 180

5.0

9.1

3.9

181 - 397

8.3

4.4

3.6

Weighted Average Maturity

5/31/07

11/30/06

5/31/06

Cash Reserves

51 Days

48 Days

35 Days

All Taxable Money Market Funds Average *

42 Days

41 Days

36 Days

Asset Allocation (% of fund's net assets)

As of May 31, 2007

As of November 30, 2006

Commercial Paper 15.3%

Commercial Paper 20.4%

Bank CDs, BAs,
TDs, and Notes 57.5%

Bank CDs, BAs,
TDs, and Notes 57.9%

Government
Securities 0.5%

Government
Securities 1.1%

Repurchase
Agreements 26.0%

Repurchase
Agreements 19.9%

Other Investments 1.7%

Other Investments 0.8%

Net Other Assets** (1.0)%

Net Other Assets** (0.1)%

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

*Source: iMoneyNet, Inc.

Semiannual Report

Investments May 31, 2007

Showing Percentage of Net Assets

Certificates of Deposit - 20.9%

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

Domestic Certificates Of Deposit - 0.4%

American Express Centurion Bank

6/20/07 to 6/21/07

5.35%

$ 275,000

$ 275,000

Huntington National Bank, Columbus

10/29/07

5.35

57,500

57,500

332,500

London Branch, Eurodollar, Foreign Banks - 7.3%

Barclays Bank PLC

6/11/07 to 3/4/08

5.35 to 5.44

725,000

725,000

Bayerische Hypo-und Vereinsbank AG

11/5/07

5.35

580,000

580,000

Credit Industriel et Commercial

6/18/07 to 11/19/07

5.33 to 5.36

2,187,000

2,186,998

HBOS Treasury Services PLC

6/20/07 to 2/11/08

5.30 to 5.40

575,000

575,000

Landesbank Hessen-Thuringen

7/23/07 to 9/17/07

5.36 to 5.37

1,755,000

1,755,000

National Australia Bank Ltd.

6/6/07

5.44

100,000

99,999

Societe Generale

7/25/07 to 9/28/07

5.30 to 5.39

810,000

810,000

Unicredito Italiano Spa

7/30/07

5.36

420,000

420,000

7,151,997

New York Branch, Yankee Dollar, Foreign Banks - 13.2%

Bank Tokyo-Mitsubishi UFJ Ltd.

8/8/07

5.36

665,000

665,000

Barclays Bank PLC

4/16/08

5.36

600,000

600,000

BNP Paribas SA

6/11/07 to 10/2/07

5.30 to 5.45

675,000

675,000

Canadian Imperial Bank of Commerce

6/25/07

5.32 (c)

500,000

500,000

Certificates of Deposit - continued

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

New York Branch, Yankee Dollar, Foreign Banks - continued

Credit Suisse First Boston

6/12/07 to 5/21/08

5.30 to 5.34% (c)

$ 2,018,000

$ 2,018,000

Credit Suisse Group

6/4/07 to 4/17/08

5.30 to 5.44

855,000

855,000

Deutsche Bank AG

6/4/07 to 4/24/08

5.37 to 5.41 (c)

1,375,000

1,375,000

Fortis Banque SA

6/26/07

5.33

481,000

481,000

HBOS Treasury Services PLC

2/11/08

5.30

175,000

175,000

Mizuho Corporate Bank Ltd.

6/1/07 to 6/27/07

5.31

1,486,500

1,486,500

Natexis Banques Populaires NY CD

12/12/07 to 6/17/08

5.36 to 5.40

2,553,000

2,553,000

Societe Generale

1/16/08 to 4/2/08

5.36 to 5.40

750,000

750,000

Sumitomo Mitsui Banking Corp.

6/25/07

5.31

762,000

762,000

UniCredito Italiano Spa, New York

7/30/07

5.32 (c)

100,000

99,990

12,995,490

TOTAL CERTIFICATES OF DEPOSIT

20,479,987

Commercial Paper - 15.2%

Aegis Finance LLC

6/6/07

5.31

190,000

189,861

Aquifer Funding LLC

6/6/07

5.31 to 5.32

858,118

857,488

Bank of America Corp.

6/4/07

5.35

123,012

122,958

Bavaria TRR Corp.

6/4/07 to 6/15/07

5.31 to 5.34

624,175

623,450

Commercial Paper - continued

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

Brahms Funding Corp.

6/20/07

5.36%

$ 644,000

$ 642,185

Burlington Northern Santa Fe Corp.

6/14/07 to 7/16/07

5.34 to 5.38 (b)

135,000

134,603

Capital One Multi-Asset Execution Trust

7/10/07 to 7/19/07

5.32 to 5.33

285,000

283,182

Citigroup Funding, Inc.

6/5/07 to 6/28/07

5.31 to 5.32

755,249

752,717

ConocoPhillips Qatar Funding Ltd.

6/8/07 to 8/29/07

5.35 to 5.42 (b)

106,100

105,428

Countrywide Financial Corp.

6/4/07 to 6/22/07

5.32 to 5.36

731,009

729,452

DaimlerChrysler NA Holding Corp.

6/6/07 to 7/12/07

5.37 to 5.41

186,000

185,147

Davis Square Funding III (Delaware) Corp.

6/28/07

5.32

102,850

102,441

Davis Square Funding V Corp.

6/1/07 to 6/14/07

5.31 to 5.32

137,440

137,388

Devon Energy Corp.

6/15/07 to 8/16/07

5.36 to 5.44

497,850

493,768

Dominion Resources, Inc.

6/7/07 to 6/28/07

5.35 to 5.39

149,250

148,773

Dow Chemical Co.

6/6/07

5.35

21,000

20,984

Emerald (MBNA Credit Card Master Note Trust)

8/29/07

5.33

253,550

250,256

Fortune Brands, Inc.

6/7/07 to 8/10/07

5.35 to 5.39

353,540

351,011

France Telecom SA

7/2/07

5.40 (b)

10,000

9,954

Giro Funding US Corp.

6/7/07 to 7/13/07

5.33

229,000

228,114

Grampian Funding LLC

7/24/07 to 7/27/07

5.35

460,000

456,304

Commercial Paper - continued

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

Harrier Finance Funding LLC

6/27/07 to 7/26/07

5.35 to 5.36% (b)

$ 540,508

$ 537,934

Hypo Real Estate Bank International AG

7/10/07

5.37

109,000

108,374

ITT Corp.

6/12/07 to 8/10/07

5.35 to 5.40

129,492

128,743

Kellogg Co.

6/7/07 to 7/16/07

5.35 to 5.39

122,329

121,755

Liberty Harbour II CDO Ltd.

6/21/07

5.32 (b)

86,000

85,747

Michigan Gen. Oblig.

10/4/07

5.41

156,840

156,840

Monument Gardens Funding

8/14/07

5.33

60,000

59,351

Motown Notes Program

6/12/07 to 6/21/07

5.35

259,000

258,499

National Grid USA

6/29/07 to 7/20/07

5.38

121,500

120,857

Nelnet Student Loan Funding LLC

6/12/07 to 7/24/07

5.33

223,352

222,170

Nissan Motor Acceptance Corp.

6/7/07 to 6/27/07

5.34 to 5.38

132,286

131,994

Paradigm Funding LLC

7/23/07 to 8/10/07

5.35 to 5.36

360,000

356,873

Park Avenue Receivables Corp.

6/12/07

5.31 (b)

30,000

29,952

Park Granada LLC

6/4/07 to 7/31/07

5.32 to 5.33

1,398,869

1,393,838

Park Sienna LLC

6/1/07 to 7/12/07

5.32 to 5.38

695,673

693,836

Rockies Express Pipeline LLC

6/13/07 to 7/20/07

5.39 to 5.44 (b)

270,450

269,204

Commercial Paper - continued

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

SABMiller PLC

6/5/07 to 6/11/07

5.35 to 5.37%

$ 179,156

$ 178,956

Skandinaviska Enskilda Banken AB

7/19/07

5.35

81,000

80,435

Spectra Energy Capital LLC

6/14/07 to 6/27/07

5.36 (b)

75,000

74,768

Stratford Receivables Co. LLC

6/1/07 to 6/22/07

5.31 to 5.38

1,522,078

1,519,828

Textron Financial Corp.

7/6/07 to 7/20/07

5.34 to 5.35

68,200

67,809

Time Warner Cable, Inc.

6/12/07 to 7/23/07

5.38 to 5.40

354,425

353,089

Time Warner, Inc.

6/11/07 to 8/17/07

5.38 to 5.43 (b)

570,356

567,071

Verizon Communications, Inc.

6/6/07 to 6/7/07

5.32 (b)

44,752

44,714

Virginia Electric & Power Co.

6/1/07

5.37

67,000

67,000

Weatherford International Ltd.

6/6/07 to 6/25/07

5.35 to 5.36 (b)

179,839

179,508

WellPoint, Inc.

6/18/07

5.35

24,000

23,940

Whirlpool Corp.

6/6/07 to 6/29/07

5.35

33,000

32,911

Wisconsin Energy Corp.

6/28/07 to 8/8/07

5.37 to 5.46

71,500

71,015

Xcel Energy, Inc.

10/10/07

5.49

72,000

70,601

XTO Energy, Inc.

6/13/07 to 7/25/07

5.36 to 5.40

117,525

117,009

TOTAL COMMERCIAL PAPER

14,950,085

Federal Agencies - 0.5%

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

Fannie Mae - 0.2%

3/28/08 to 4/25/08

5.25 to 5.26%

$ 244,728

$ 233,925

Freddie Mac - 0.3%

5/27/08

5.25 to 5.26

255,272

242,497

TOTAL FEDERAL AGENCIES

476,422

Bank Notes - 0.1%

M&I Marshall & Ilsley Bank

6/15/07

5.32 (c)

58,000

58,000

Master Notes - 4.1%

Asset Funding Co. III LLC

6/5/07

5.38 to 5.39 (c)(e)

966,000

966,000

Bear Stearns International Ltd.

11/27/07

5.38 (c)(e)

481,000

481,000

Countrywide Commercial Re Finance, Inc.

6/1/07

5.46 (c)

1,501,000

1,501,000

Goldman Sachs Group, Inc.

8/11/07

5.41 (c)(e)

367,000

367,000

Lehman Brothers Holdings, Inc.

6/11/07 to 9/28/07

5.43 to 5.46 (c)(e)

336,000

336,000

Lehman Commercial Paper, Inc.

6/1/07

5.46 (c)(e)

356,000

356,000

TOTAL MASTER NOTES

4,007,000

Medium-Term Notes - 31.1%

AIG Matched Funding Corp.

6/15/07 to 11/15/07

5.35 to 5.37 (b)(c)

958,000

958,000

Medium-Term Notes - continued

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

AIG Matched Funding Corp. - continued

8/15/07

5.35% (c)

$ 829,000

$ 829,000

Allstate Life Global Funding II

6/8/07 to 6/27/07

5.33 to 5.40 (b)(c)

228,000

228,000

ASIF Global Financing XXX

6/25/07

5.34 (b)(c)

275,000

275,000

Australia & New Zealand Banking Group Ltd.

6/25/07

5.32 (b)(c)

200,000

200,000

Banco Santander Totta SA

6/18/07

5.32 (b)(c)

600,000

600,000

Banesto SA

7/18/07

5.33 (b)(c)

510,000

510,000

Banque Federative du Credit Mutuel (BFCM)

6/13/07

5.32 (b)(c)

538,000

538,000

Bayerische Landesbank Girozentrale

7/16/07 to 8/20/07

5.37 to 5.40 (c)

945,000

945,000

BMW U.S. Capital LLC

6/15/07

5.34 (c)

30,000

30,000

6/5/07

5.30 (b)(c)

80,000

80,000

BNP Paribas SA

6/4/07 to 8/7/07

5.27 to 5.33 (c)

1,685,000

1,684,963

Caixa Catalunya

6/7/07

5.34 (c)

412,000

412,000

Caja Madrid SA

7/19/07

5.36 (c)

252,000

252,000

Calyon New York Branch

6/4/07

5.26 (c)

295,000

294,990

CIT Group, Inc.

6/20/07

5.58 (c)

43,000

43,031

Commonwealth Bank of Australia

6/25/07

5.32 (c)

163,000

163,000

Compagnie Financiere du Credit Mutuel

6/11/07

5.36 (c)

291,000

291,000

Countrywide Bank, Alexandria Virginia

6/15/07 to 6/25/07

5.33 (c)

301,000

300,992

Medium-Term Notes - continued

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

Credit Agricole SA

6/22/07

5.32% (b)(c)

$ 871,000

$ 871,000

7/23/07

5.33 (c)

485,000

485,000

Cullinan Finance Corp.

6/25/07 to 4/15/08

5.32 to 5.38 (b)(c)

1,235,000

1,234,969

Cullinan Finance Ltd./Corp. MTN 144A

5/27/08 to 6/20/08

5.35 to 5.39 (b)

1,055,000

1,055,000

Danske Bank A/S

6/20/07

5.29 (b)(c)

250,000

249,977

DnB NOR Bank ASA

6/25/07

5.32 (b)(c)

756,000

756,000

General Electric Capital Corp.

6/7/07 to 6/18/07

5.36 to 5.45 (c)

1,276,500

1,276,530

Genworth Life Insurance Co.

6/1/07

5.39 to 5.40 (c)(e)

155,000

155,000

Harrier Finance Funding LLC

6/20/07 to 7/11/07

5.30 to 5.34 (b)(c)

212,000

211,990

HBOS Treasury Services PLC

6/25/07

5.42 (c)

530,000

530,000

8/20/07

5.43 (b)(c)

50,000

50,006

HSBC Finance Corp.

6/6/07 to 6/25/07

5.33 to 5.37 (c)

597,000

597,000

HSBC USA, Inc.

6/15/07

5.32 (c)

175,000

175,000

HSH Nordbank AG

6/21/07 to 6/25/07

5.33 to 5.35 (b)(c)

733,000

733,000

ING USA Annuity & Life Insurance Co.

6/22/07

5.44 (c)(e)

123,000

123,000

Intesa Bank Ireland PLC

6/25/07

5.32 (b)(c)

1,000,000

1,000,000

K2 (USA) LLC

6/11/07

5.30 (b)(c)

215,000

214,994

Medium-Term Notes - continued

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

Kestrel Funding PLC US LLC 144A

6/1/07

5.34% (b)(c)

$ 49,000

$ 49,000

Merrill Lynch & Co., Inc.

6/4/07 to 6/27/07

5.30 to 5.40 (c)

1,000,000

1,000,069

MetLife Insurance Co. of Connecticut

7/1/07 to 8/17/07

5.43 to 5.44 (c)(e)

80,000

80,000

Metropolitan Life Global Funding I

6/6/07 to 6/28/07

5.35 to 5.43 (b)(c)

245,292

245,292

Metropolitan Life Insurance Co.

8/17/07

5.44 (c)(e)

35,000

35,000

Morgan Stanley

6/1/07 to 6/27/07

5.38 to 5.43 (c)

928,167

928,316

National Rural Utils. Coop. Finance Corp.

6/4/07

5.30 (c)

35,000

35,000

Nationwide Building Society

6/28/07

5.43 (c)

75,000

75,018

Nordea Bank AB

6/4/07

5.26 (c)

475,000

474,984

Pacific Life Global Funding

6/13/07

5.37 (c)

30,000

30,000

6/4/07

5.39 (b)(c)

60,000

60,000

RACERS

6/22/07

5.37 (b)(c)

480,000

480,000

Royal Bank of Canada

6/11/07

5.37 (c)

55,000

55,000

Royal Bank of Scotland PLC

6/21/07

5.33 (b)(c)

500,000

500,000

Security Life of Denver Insurance Co.

8/29/07

5.45 (c)(e)

85,000

85,000

Sigma Finance, Inc.

6/11/07 to 6/15/07

5.30 to 5.32 (b)(c)

631,000

630,986

Skandinaviska Enskilda Banken AB

6/6/07 to 6/22/07

5.27 to 5.32 (c)

1,531,000

1,530,861

Medium-Term Notes - continued

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

Societe Generale

6/29/07

5.27% (c)

$ 665,000

$ 664,984

Southern Co.

6/20/07

5.36 (c)

72,000

72,000

UniCredito Italiano Bank (Ireland) PLC

6/14/07 to 6/15/07

5.33 (b)(c)

930,500

930,499

UniCredito Italiano Spa, New York

6/4/07 to 8/20/07

5.33 to 5.35 (c)

582,000

581,960

Verizon Communications, Inc.

6/15/07

5.35 (c)

575,000

575,000

Vodafone Group PLC

6/29/07

5.41 (c)

86,690

86,690

Wachovia Asset Securitization Issuance LLC

6/25/07

5.31 (b)(c)

39,321

39,321

Washington Mutual Bank

6/22/07 to 8/16/07

5.34 to 5.40 (c)

830,000

830,031

8/24/07

5.34 (b)(c)

768,000

768,000

Wells Fargo & Co.

6/4/07 to 6/15/07

5.33 to 5.38 (c)

715,000

715,000

WestLB AG

6/11/07 to 6/29/07

5.38 to 5.40 (b)(c)

506,000

506,000

Westpac Banking Corp.

6/11/07

5.40 (c)

100,000

100,000

TOTAL MEDIUM-TERM NOTES

30,517,453

Short-Term Notes - 1.3%

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

Hartford Life Insurance Co.

6/1/07

5.51% (c)(e)

$ 40,000

$ 40,000

Jackson National Life Insurance Co.

7/1/07

5.40 (c)(e)

130,000

130,000

Metropolitan Life Insurance Co.

7/2/07 to 8/1/07

5.45 to 5.48 (c)(e)

240,000

240,000

Monumental Life Insurance Co.

6/1/07 to 8/1/07

5.46 to 5.56 (c)(e)

222,000

222,000

New York Life Insurance Co.

6/30/07

5.43 (c)(e)

425,000

425,000

Transamerica Occidental Life Insurance Co.

8/1/07

5.53 (c)(e)

200,000

200,000

TOTAL SHORT-TERM NOTES

1,257,000

Asset-Backed Securities - 1.7%

Aardvark ABS CDO

7/6/07

5.40 (b)(c)

391,000

391,000

Le Monde CDO I PLC / LLC

6/5/07

5.37 (b)(c)

415,000

414,959

Master Funding Trust I

6/25/07

5.35 (b)(c)

74,000

74,000

6/25/07 to 6/26/07

5.35 (c)

367,915

367,915

PASA Funding 2007 Ltd.

6/7/07

5.34 (b)(c)

407,000

407,000

Wind Trust

6/25/07

5.32 (b)(c)

64,000

64,000

TOTAL ASSET-BACKED SECURITIES

1,718,874

Municipal Securities - 0.1%

Catholic Health Initiatives Series A,
5.37% 6/7/07, CP

60,600

60,600

Catholic Health Initiatives Series B,
5.37% 6/14/07, CP

84,250

84,250

TOTAL MUNICIPAL SECURITIES

144,850

Repurchase Agreements - 26.0%

Maturity Amount (000s)

Value
(000s)

In a joint trading account at 5.32% dated 5/31/07 due 6/1/07 (Collateralized by U.S. Government Obligations) #

$ 288,222

$ 288,179

With:

Banc of America Securities LLC at 5.35%, dated 5/31/07 due 6/1/07 (Collateralized by Corporate Obligations valued at $1,173,000,000, 3.25% - 9.88%, 6/1/07 - 1/15/67)

1,150,171

1,150,000

Barclays Capital, Inc. at:

5.35%, dated 5/31/07 due 6/1/07 (Collateralized by Corporate Obligations valued at $114,240,001, 5.53% - 7.13%, 6/9/09 - 5/19/16)

112,017

112,000

5.36%, dated 5/31/07 due 6/1/07 (Collateralized by Corporate Obligations valued at $2,091,000,000, 1.19% - 9.75%, 11/15/07 - 12/31/49)

2,050,305

2,050,000

5.37%, dated 5/31/07 due 6/1/07 (Collateralized by Corporate Obligations valued at $1,326,000,001,
4% - 8.75%, 6/15/07 - 8/4/49)

1,300,194

1,300,000

5.39%, dated 5/31/07 due 6/1/07 (Collateralized by Equity Securities valued at $99,750,005)

95,014

95,000

Bear Stearns & Co. at:

5.37%, dated 5/31/07 due 6/1/07 (Collateralized by Corporate Obligations valued at $306,003,791, 1.01% - 8.75%, 8/15/08 - 5/25/46)

300,045

300,000

5.44%, dated 5/31/07 due 6/1/07 (Collateralized by Mortgage Loan Obligations valued at $306,001,913, 0% - 10.32%, 8/15/18 - 2/10/52)

300,045

300,000

Citigroup Global Markets, Inc. at:

5.36%, dated 5/31/07 due 6/1/07 (Collateralized by Mortgage Loan Obligations valued at $2,458,827,000, 0% - 9.97%, 11/19/07 - 10/12/52)

2,332,347

2,332,000

5.37%, dated 5/31/07 due 6/1/07 (Collateralized by Mortgage Loan Obligations valued at $1,507,023,000, 0% - 9.97%, 11/19/07 - 10/12/52)

1,445,216

1,445,000

5.41%, dated 5/31/07 due 6/1/07 (Collateralized by Mortgage Loan Obligations valued at $369,600,000, 4.75% - 14.57%, 6/16/08 - 8/25/36)

352,053

352,000

Repurchase Agreements - continued

Maturity Amount (000s)

Value
(000s)

With: - continued

Credit Suisse First Boston, Inc. at:

5.36%, dated 5/31/07 due 6/1/07:

(Collateralized by Corporate Obligations valued at $7,142,697, 4.25% - 8.25%, 8/1/09 - 8/15/34)

$ 7,001

$ 7,000

(Collateralized by Mortgage Loan Obligations valued at $959,724,488, 0.11% - 9.25%, 8/1/07 - 3/28/52)

938,140

938,000

5.39%, dated 5/31/07 due 6/1/07 (Collateralized by Mortgage Loan Obligations valued at $785,967,176, 0% - 11%, 8/1/07 - 4/15/47)

750,112

750,000

Deutsche Bank Securities, Inc. at 5.36%, dated:

4/19/07 due 7/19/07 (Collateralized by Corporate Obligations valued at $254,494,520, 4.5% - 13.24%, 7/15/07 - 6/25/45)

246,292

243,000

4/30/07 due 7/30/07 (Collateralized by Equity Securities valued at $380,100,143)

366,905

362,000

5/2/07 due 8/7/07 (Collateralized by Mortgage Loan Obligations valued at $370,260,000, 0% - 9.63%, 6/12/07 - 2/1/43)

368,243

363,000

5/14/07 due 8/13/07 (Collateralized by Corporate Obligations valued at $502,435,646, 3% - 14.12%, 8/1/07 - 2/1/49)

492,585

486,000

5/15/07 due 8/14/07 (Collateralized by Corporate Obligations valued at $504,900,000, 0% - 8.95%, 6/15/07 - 10/12/50)

501,707

495,000

5/31/07 due 6/1/07 (Collateralized by Corporate Obligations valued at $534,480,000, 4.25% - 6.05%, 6/29/07 - 7/5/59)

524,078

524,000

Dresdner Kleinwort Securities LLC at 5.35%, dated 5/31/07 due 6/1/07 (Collateralized by Corporate Obligations valued at $1,249,504,810, 0% - 11.33%, 6/15/07 - 3/20/51)

1,225,182

1,225,000

Goldman Sachs & Co. at:

5.4%, dated 5/25/07 due 8/29/07 (Collateralized by Equity Securities valued at $257,250,043) (c)(d)

248,528

245,000

5.41%, dated 5/24/07 due 8/31/07:

(Collateralized by Equity Securities valued at $525,000,037) (c)(d)

507,439

500,000

(Collateralized by Mortgage Loan Obligations valued at $465,120,001, 0% - 25.35%, 8/15/07 - 6/23/46) (c)(d)

462,784

456,000

Repurchase Agreements - continued

Maturity Amount (000s)

Value
(000s)

With: - continued

HSBC Securities at 5.38%, dated 5/31/07 due 6/1/07:

(Collateralized by Corporate Obligations valued at $207,720,150, 0% - 7.8%, 9/1/07 - 6/25/37)

$ 200,030

$ 200,000

(Collateralized by Corporate Obligations valued at $408,003,700, 0% - 12.85%, 6/12/07 - 4/1/47)

400,060

400,000

J.P. Morgan Securities, Inc. at 5.41%, dated 5/10/07 due 6/29/07 (Collateralized by Corporate Obligations
valued at $767,856,792, 7% - 13.5%, 6/15/09 - 2/15/23) (c)(d)

733,470

728,000

Lehman Brothers, Inc. at:

5.32%, dated 4/30/07 due 7/30/07 (Collateralized by Mortgage Loan Obligations valued at $304,504,135, 0% - 10.22%, 8/15/18 - 11/15/48)

293,900

290,000

5.36%, dated 4/30/07 due 7/30/07 (Collateralized by Mortgage Loan Obligations valued at $202,653,810, 0.07% - 9.08%, 8/25/28 - 2/25/47)

195,615

193,000

5.4%, dated 3/15/07 due 9/13/07 (Collateralized by Corporate Obligations valued at $245,824,037, 4.95% - 9.4%, 9/1/08 - 3/15/67) (c)(d)

247,579

241,000

5.43%, dated 5/31/07 due 6/1/07 (Collateralized by Corporate Obligations valued at $1,089,900,060, 1.33% - 12.25%, 6/1/07 - 6/1/67)

1,038,157

1,038,000

Merrill Lynch, Pierce, Fenner & Smith at:

5.35%, dated 5/31/07 due 6/1/07 (Collateralized by Mortgage Loan Obligations valued at $2,323,653,090, 0% - 8.95%, 10/15/07 - 12/20/54)

2,213,329

2,213,000

5.4%, dated 5/31/07 due 6/1/07 (Collateralized by Equity Securities valued at $1,169,958,716)

1,114,167

1,114,000

5.42%, dated 4/17/07 due 7/17/07 (Collateralized by Corporate Obligations valued at $582,968,146, 6.38% - 13.5%, 2/1/08 - 8/1/30) (c)(d)

561,590

554,000

Morgan Stanley & Co. at:

5.42%, dated:

5/10/07 due 6/29/07 (Collateralized by Corporate Obligations valued at:

$344,460,083, 3.63% - 8.25%, 6/1/08 - 12/10/49) (c)(d)

330,469

328,000

$420,514,780, 0% - 12.4%, 12/1/09 - 6/15/50) (c)(d)

403,011

400,000

Repurchase Agreements - continued

Maturity Amount (000s)

Value
(000s)

With: - continued

Morgan Stanley & Co. at: - continued

5/31/07 due 6/1/07 (Collateralized by Mortgage Loan Obligations valued at $1,558,364,425, 0% - 13.5%, 9/23/08 - 4/27/57)

$ 1,500,226

$ 1,500,000

5.43%, dated 5/31/07 due 6/1/07 (Collateralized by Equity Securities valued at $36,750,023)

35,005

35,000

TOTAL REPURCHASE AGREEMENTS

25,552,179

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $99,161,850)

99,161,850

NET OTHER ASSETS - (1.0)%

(958,486)

NET ASSETS - 100%

$ 98,203,364

Security Type Abbreviation

CP - COMMERCIAL PAPER

Legend

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

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $17,364,876,000 or 17.7% of net assets.

(c) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end. Due dates for these security types are the next interest rate reset date or, when applicable, the final maturity date.

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

(e) 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 $4,241,000,000 or 4.3% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost
(000s)

Asset Funding Co. III LLC:
5.38%, 6/5/07

11/7/06

$ 490,000

5.39%, 6/5/07

8/29/06

$ 476,000

Bear Stearns International Ltd. 5.38%, 11/27/07

2/7/07

$ 481,000

Genworth Life Insurance Co.:
5.39%, 6/1/07

3/13/07

$ 105,000

5.40%, 6/1/07

7/31/06

$ 50,000

Goldman Sachs Group, Inc. 5.41%, 8/11/07

8/11/04

$ 367,000

Security

Acquisition Date

Cost
(000s)

Hartford Life Insurance Co. 5.51%, 6/1/07

12/16/03

$ 40,000

ING USA Annuity & Life Insurance Co. 5.44%, 6/22/07

6/23/05

$ 123,000

Jackson National Life Insurance Co. 5.40%, 7/1/07

3/31/03

$ 130,000

Lehman Brothers Holdings, Inc.:
5.43%, 6/11/07

1/10/07

$ 240,000

5.46%, 9/28/07

12/11/06

$ 96,000

Lehman Commercial
Paper, Inc.
5.46%, 6/1/07

3/29/07

$ 356,000

MetLife Insurance Co. of Connecticut:
5.43%, 7/1/07

3/28/07

$ 5,000

5.44%, 8/17/07

5/17/07

$ 75,000

Metropolitan Life Insurance Co.:
5.44%, 8/17/07

8/16/06

$ 35,000

5.45%, 7/2/07

3/26/02

$ 175,000

5.48%, 8/1/07

2/24/03

$ 65,000

Monumental Life Insurance Co.:
5.46%, 6/1/07

7/31/98 - 9/17/98

$ 92,000

5.49%, 6/1/07

3/12/99

$ 65,000

5.56%, 8/1/07

2/1/00

$ 65,000

New York Life Insurance Co. 5.43%, 6/30/07

2/28/02 - 12/19/02

$ 425,000

Security Life of Denver Insurance Co. 5.45%, 8/29/07

8/26/05

$ 85,000

Transamerica Occidental Life Insurance Co. 5.53%, 8/1/07

4/28/00

$ 200,000

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

Repurchase Agreement / Counterparty

Value
(Amounts in thousands)

$288,179,000 due 6/01/07 at 5.32%

ABN AMRO Bank N.V., New York Branch

$ 23,374

Bank of America, NA

61,109

Barclays Capital, Inc.

61,109

Bear Stearns & Co., Inc.

10,185

Citigroup Global Markets, Inc.

61,109

Countrywide Securities Corp.

20,370

Credit Suisse Securities (USA) LLC

30,553

HSBC Securities (USA), Inc.

20,370

$ 288,179

Income Tax Information

At November 30, 2006, the fund had a capital loss carryforward of approximately $2,849,000 of which $1,607,000 and $1,242,000 will expire on November 30, 2012 and 2013, 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, 2007

Assets

Investment in securities, at value (including repurchase agreements of $25,552,179) -
See accompanying schedule:

Unaffiliated issuers (cost $99,161,850)

$ 99,161,850

Cash

1,534

Receivable for fund shares sold

900,098

Interest receivable

527,728

Prepaid expenses

224

Other receivables

947

Total assets

100,592,381

Liabilities

Payable for investments purchased

$ 1,477,497

Payable for fund shares redeemed

870,679

Distributions payable

4,489

Accrued management fee

19,115

Other affiliated payables

15,751

Other payables and accrued expenses

1,486

Total liabilities

2,389,017

Net Assets

$ 98,203,364

Net Assets consist of:

Paid in capital

$ 98,207,137

Undistributed net investment income

24

Accumulated undistributed net realized gain (loss) on investments

(3,797)

Net Assets, for 98,204,637 shares outstanding

$ 98,203,364

Net Asset Value, offering price and redemption price per share ($98,203,364 ÷ 98,204,637 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, 2007

Investment Income

Interest (including $51 from affiliated interfund lending)

$ 2,476,866

Expenses

Management fee

$ 108,078

Transfer agent fees

90,251

Accounting fees and expenses

1,344

Custodian fees and expenses

467

Independent trustees' compensation

146

Appreciation in deferred trustee compensation account

1

Registration fees

(599)

Audit

232

Legal

154

Miscellaneous

396

Total expenses before reductions

200,470

Expense reductions

(552)

199,918

Net investment income

2,276,948

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(948)

Net increase in net assets resulting from operations

$ 2,276,000

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,
2007

Year ended
November 30,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 2,276,948

$ 3,495,743

Net realized gain (loss)

(948)

1,544

Net increase in net assets resulting
from operations

2,276,000

3,497,287

Distributions to shareholders from net investment income

(2,276,979)

(3,495,741)

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

126,798,047

216,003,800

Reinvestment of distributions

2,250,885

3,456,310

Cost of shares redeemed

(118,257,898)

(196,152,081)

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

10,791,034

23,308,029

Total increase (decrease) in net assets

10,790,055

23,309,575

Net Assets

Beginning of period

87,413,309

64,103,734

End of period (including undistributed net investment income of $24 and undistributed net investment income of $55, respectively)

$ 98,203,364

$ 87,413,309

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,

2007

2006

2005

2004

2003

2002

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

.025

.046

.027

.010

.009

.017

Distributions from net investment income

(.025)

(.046)

(.027)

(.010)

(.009)

(.017)

Net asset value,
end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B, C

2.50%

4.66%

2.75%

.98%

.93%

1.69%

Ratios to Average Net Assets D

Expenses before reductions

.44% A

.45%

.43%

.42%

.40%

.39%

Expenses net of fee waivers, if any

.44% A

.45%

.43%

.42%

.40%

.39%

Expenses net of all reductions

.44% A

.45%

.43%

.42%

.40%

.39%

Net investment income

4.97% A

4.60%

2.74%

.98%

.93%

1.67%

Supplemental Data

Net assets,
end of period
(in millions)

$ 98,203

$ 87,413

$ 64,104

$ 56,298

$ 54,780

$ 57,050

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 expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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, 2007

(Amounts in thousands except ratios)

1. Organization.

Fidelity Cash Reserves (the Fund) is a fund of Fidelity Phillips Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, 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 by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates value.

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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company 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.

Semiannual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

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

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

$ 99,161,850

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. 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. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. 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 $54,133 or an annualized rate of .12% of the Fund's average net assets. For the period, the Fund's total annualized management fee rate was .24% of the Fund's average net assets.

Semiannual Report

4. 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 .20% 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 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

Lender

$ 15,513

5.40%

5. Expense Reductions.

Through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $169 and $383, respectively.

6. 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, 2007, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Cash Reserves' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with 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, 2007 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

July 12, 2007

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 Research & Analysis Company (formerly Fidelity Management &
Research (Far East) 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-0707
1.786809.104

(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, 2007

(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 and one year.

Investments

<Click Here>

A complete list of the fund's investments.

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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 holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

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:

Stocks are currently on pace to register their fifth-straight year of positive returns, although gains could be trimmed if the U.S. economy continues to slow. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/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, 2006 to May 31, 2007).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Beginning
Account Value
December 1, 2006

Ending
Account Value
May 31, 2007

Expenses Paid
During Period
*
December 1, 2006
to May 31, 2007

Actual

$ 1,000.00

$ 1,025.10

$ 1.87

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,023.09

$ 1.87

* Expenses are equal to the Fund's annualized expense ratio of .37%; 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 5/31/07

% of fund's investments 11/30/06

% of fund's investments 5/31/06

0 - 30

76.6

92.2

88.6

31 - 90

6.5

3.6

3.9

91 - 180

5.4

2.2

2.2

181 - 397

11.5

2.0

5.3

Weighted Average Maturity

5/31/07

11/30/06

5/31/06

Fidelity U.S. Government Reserves

41 Days

24 Days

21 Days

Government Retail Money Market Funds Funds Average*

33 Days

33 Days

32 Days

Asset Allocation (% of fund's net assets)

As of May 31, 2007

As of November 30, 2006

Federal Agency
Issues 7.0%

Federal Agency
Issues 13.3%

Repurchase
Agreements 93.3%

Repurchase
Agreements 86.6%

Net Other Assets** (0.3)%

Net Other Assets 0.1%

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

*Source: iMoneyNet, Inc.

Semiannual Report

Investments May 31, 2007 (Unaudited)

Showing Percentage of Net Assets

Federal Agencies - 7.0%

Due Date

Yield (a)

Principal Amount (000s)

Value
(000s)

Fannie Mae - 0.5%

3/28/08 to 4/25/08

5.25 to 5.26%

$ 16,800

$ 16,075

Federal Home Loan Bank - 3.4%

6/25/07 to 2/13/08

5.19 to 5.32 (b)

110,000

109,971

Freddie Mac - 3.1%

1/7/08 to 5/27/08

5.20 to 5.32

102,200

99,421

TOTAL FEDERAL AGENCIES

225,467

Repurchase Agreements - 93.3%

Maturity Amount (000s)

In a joint trading account at 5.32% dated 5/31/07 due 6/1/07 (Collateralized by U.S. Government Obligations) #

$ 2,358,819

2,358,470

With:

Barclays Capital, Inc. at 5.29%, dated 11/6/06 due 11/2/07 (Collateralized by Mortgage Loan Obligations valued at $109,140,001, 5.53% - 6.6%, 3/1/36 - 6/1/37) (b)(c)

112,676

107,000

CS First Boston Corp. at:

5.21%, dated 12/5/06 due 6/5/07 (Collateralized by Mortgage Loan Obligations valued at $21,595,907, 4.5% - 6.5%, 7/5/07 - 6/25/37)

20,527

20,000

5.3%, dated 5/29/07 due 5/28/08 (Collateralized by Mortgage Loan Obligations valued at $38,241,181, 5.5% - 6%, 7/5/07 - 6/1/37)

38,988

37,000

Deutsche Bank Securities, Inc. at:

5.21%, dated 3/16/07 due 12/17/07 (Collateralized by Mortgage Loan Obligations valued at $46,920,001, 4.93% - 6.5%, 6/1/35 - 1/1/37)

47,837

46,000

5.25%, dated:

4/13/07 due 4/11/08 (Collateralized by Mortgage Loan Obligations valued at $20,400,000, 1.88% - 7%, 2/15/33 - 5/15/37)

21,062

20,000

5/3/07 due 1/28/08 (Collateralized by Mortgage Loan Obligations valued at $32,640,000, 5.8% - 6.97%, 7/1/35 - 1/1/37)

33,260

32,000

5.26%, dated 12/14/06 due 9/14/07 (Collateralized by Mortgage Loan Obligations valued at $20,400,000, 5%, 3/1/37)

20,801

20,000

5.28%, dated 12/11/06 due 6/11/07 (Collateralized by Mortgage Loan Obligations valued at $31,620,001, 5% - 6.5%, 12/1/35 - 4/1/37)

31,827

31,000

Repurchase Agreements - continued

Maturity Amount (000s)

Value
(000s)

With: - continued

Morgan Stanley & Co., Inc. at:

5.25%, dated:

4/4/07 due 10/1/07 (Collateralized by Mortgage Loan Obligations valued at $31,766,954, 5.5% - 6%, 4/1/36 - 6/1/37)

$ 31,814

$ 31,000

4/27/07 due 1/22/08 (Collateralized by Mortgage Loan Obligations valued at $30,758,479, 5.5% - 6%, 4/1/36 - 6/1/37)

31,181

30,000

5.26%, dated 12/15/06 due 9/17/07 (Collateralized by Mortgage Loan Obligations valued at $30,758,479, 5.5% - 6%, 4/1/36 - 6/1/37)

31,210

30,000

5.28%, dated 12/28/06 due 9/28/07 (Collateralized by Mortgage Loan Obligations valued at $32,775,429, 5.5% - 6%, 4/1/36 - 6/1/37)

33,286

32,000

UBS Warburg LLC at:

5.21%, dated 4/4/07 due 12/31/07 (Collateralized by Mortgage Loan Obligations valued at $31,932,639, 5.58% - 6.07%, 12/15/32 - 7/15/35)

32,216

31,000

5.25%, dated:

1/10/07 due 1/10/08 (Collateralized by Mortgage Loan Obligations valued at $30,902,748, 5.62% - 7%, 6/25/13 - 7/25/36)

31,597

30,000

4/4/07 due 10/1/07 (Collateralized by Mortgage Loan Obligations valued at $31,930,488, 5.55% - 5.77%, 6/15/36 - 4/25/37)

31,814

31,000

5.26%, dated 3/9/07 due 9/5/07 (Collateralized by Mortgage Loan Obligations valued at $31,933,804, 5.77%, 9/15/35)

31,815

31,000

5.27%, dated 10/5/06 due 10/3/07 (Collateralized by Mortgage Loan Obligations valued at $66,950,855, 5.77% - 6.12%, 5/25/18 - 9/15/35) (b)(c)

68,454

65,000

5.4%, dated 8/30/06 due 6/26/07 (Collateralized by Mortgage Loan Obligations valued at $21,631,360, 5.67% - 5.77%, 4/15/35 - 9/15/35)

21,945

21,000

TOTAL REPURCHASE AGREEMENTS

3,003,470

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $3,228,937)

3,228,937

NET OTHER ASSETS - (0.3)%

(10,649)

NET ASSETS - 100%

$ 3,218,288

Legend

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

(b) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end. Due dates for these security types are the next interest rate reset date or, when applicable, the final maturity date.

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

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

Repurchase Agreement / Counterparty

Value
(Amounts in thousands)

$2,358,470,000 due 6/01/07 at 5.32%

ABN AMRO Bank N.V., New York Branch

$ 191,301

Bank of America, NA

500,116

Barclays Capital, Inc.

500,116

Bear Stearns & Co., Inc.

83,353

Citigroup Global Markets, Inc.

500,116

Countrywide Securities Corp.

166,705

Credit Suisse Securities (USA) LLC

250,058

HSBC Securities (USA), Inc.

166,705

$ 2,358,470

Income Tax Information

At November 30, 2006, the fund had a capital loss carryforward of approximately $236,000 of which $9,000, $189,000, $19,000 and $19,000 will expire on November 30, 2010, 2012, 2013 and 2014, 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, 2007 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $3,003,470) -
See accompanying schedule:

Unaffiliated issuers (cost $3,228,937)

$ 3,228,937

Cash

3,824

Receivable for fund shares sold

8,861

Interest receivable

9,980

Prepaid expenses

9

Total assets

3,251,611

Liabilities

Payable for investments purchased

$ 26,702

Payable for fund shares redeemed

5,496

Distributions payable

115

Accrued management fee

631

Other affiliated payables

359

Other payables and accrued expenses

20

Total liabilities

33,323

Net Assets

$ 3,218,288

Net Assets consist of:

Paid in capital

$ 3,218,485

Distributions in excess of net investment income

(99)

Accumulated undistributed net realized gain (loss) on investments

(98)

Net Assets, for 3,218,487 shares outstanding

$ 3,218,288

Net Asset Value, offering price and redemption price per share ($3,218,288 ÷ 3,218,487 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, 2007 (Unaudited)

Investment Income

Interest

$ 85,204

Expenses

Management fee

$ 3,741

Transfer agent fees

1,964

Accounting fees and expenses

143

Custodian fees and expenses

2

Independent trustees' compensation

5

Registration fees

4

Audit

25

Legal

6

Miscellaneous

14

Total expenses before reductions

5,904

Expense reductions

(70)

5,834

Net investment income

79,370

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

1

Net increase in net assets resulting from operations

$ 79,371

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, 2007
(Unaudited)

Year ended
November 30,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 79,370

$ 136,566

Net realized gain (loss)

1

(18)

Net increase in net assets resulting
from operations

79,371

136,548

Distributions to shareholders from net investment income

(79,372)

(136,565)

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

1,436,126

3,818,369

Reinvestment of distributions

78,730

135,414

Cost of shares redeemed

(1,529,564)

(3,251,150)

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

(14,708)

702,633

Total increase (decrease) in net assets

(14,709)

702,616

Net Assets

Beginning of period

3,232,997

2,530,381

End of period (including distributions in excess of net investment income of $99 and undistributed net investment income of $92, respectively)

$ 3,218,288

$ 3,232,997

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

Semiannual Report

Financial Highlights

Six months ended May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004

2003

2002

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

.025

.046

.027

.010

.009

.017

Distributions from net investment income

(.025)

(.046)

(.027)

(.010)

(.009)

(.017)

Net asset value,
end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B, C

2.51%

4.67%

2.76%

1.00%

.94%

1.71%

Ratios to Average Net Assets D

Expenses before reductions

.37% A

.38%

.35%

.35%

.35%

.34%

Expenses net of fee waivers, if any

.37% A

.38%

.35%

.35%

.35%

.34%

Expenses net of all reductions

.37% A

.37%

.35%

.35%

.35%

.34%

Net investment income

4.98% A

4.61%

2.74%

1.01%

.94%

1.69%

Supplemental Data

Net assets,
end of period
(in millions)

$ 3,218

$ 3,233

$ 2,530

$ 2,277

$ 2,262

$ 2,560

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 expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from 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, 2007 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

Fidelity U.S. Government Reserves (the Fund) is a fund of Fidelity Phillips Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust.

2. Significant Accounting Policies.

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 by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates value.

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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. 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

$ 3,228,937

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

3. 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. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Semiannual Report

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. 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 $1,864 or an annualized rate of .12% of the Fund's average net assets. For the period, the Fund's total annualized management fee rate was .23% 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 .12% 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.

5. Expense Reductions.

Through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $1 and $69, respectively.

6. 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

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments
Money Management, Inc.

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) 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-0707
1.786820.104

(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/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

July 13, 2007

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/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

July 13, 2007

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

July 13, 2007