CORRESP 5 filename5.htm SEC Transmittal Letter
(logo) Fidelity Investments®

Fidelity Pricing & Cash

Management Services

245 Summer Street

Boston, MA    02210–1129

617–563–7000

January 30, 2015

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

RE:

Fidelity Phillips Street Trust (the trust):

Fidelity Cash Reserves

Fidelity U.S. Government Reserves (the funds)

File No. 811-02890

Ladies and Gentlemen:

On behalf of the above referenced funds, transmitted herewith for filing pursuant to Rule 14a–6(a) of Regulation 14A under the Securities Exchange Act of 1934 is a preliminary copy of the Notice, Proxy Statement, and Forms of Proxy to be sent to shareholders in connection with a Special Meeting of Shareholders of the funds to be held on May 12, 2015. Pursuant to Rule 14a–3(c), the required informational copy of each fund’s Annual Report for the fiscal period ended November 30, 2014 has been previously furnished to the commission.

We anticipate mailing definitive proxy materials to shareholders on or about March 16, 2015. In order to allow sufficient time to meet this schedule, we would greatly appreciate receiving comments (if any) from the Staff no later than February 9, 2015.

Please contact Jamie Plourde at (817) 474–7037 with any questions or comments relating to this filing.

 

Sincerely,

/s/ Jamie Plourde

Jamie Plourde
Legal Product Group