FIDELITY PHILLIPS STREET TRUST
497, 1994-01-14
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SUPPLEMENT TO THE FIDELITY 
CASH RESERVES AND FIDELITY 
U.S. GOVERNMENT RESERVES 
PROSPECTUS
DATED JANUARY 24, 1993
   On November 17, 1993,     
   shareholders of Fidelity Cash     
   Reserves voted to approve     
   revisions to the fund's current     
   management contract and     
   other matters related to the     
   fund's management. Effective     
   December 1, 1993, Cash     
   Reserves will adopt the revised     
   management fee structure.     The 
revised fee structure provides 
for the addition of a basic fee 
rate, which is the combination 
of a group fee rate and an 
individual fund fee rate, and 
revisions to the income-based 
component. These        changes will 
result in an increase in the 
management fee when the 
fund's yield is below 5% or 
above approximately 9%, and a 
decrease in the management 
fee when the fund's yield is 
between 5% and approximately 
9%.        
Effective September 1, 1993, 
Fidelity Management & 
Research Company has 
agreed to voluntarily adopt a 
revised management fee 
structure for U.S. Government 
Reserves. The revised 
structure provides for a lower 
individual fund fee rate (from 
.28% to .03%) and the addition 
of an income component. 
These changes will provide for 
lower management fees, and 
will be presented to 
shareholders for approval at 
the next shareholder meeting.
The following information 
replaces similar information 
found in the "EXPENSES" 
section  on page 4:
CASH RESERVES
    Management fee     .21%    
    
    12b-1 fee     None    
    
    Other expenses         .31%   
    
        Total fund operating expenses        .52
%
CASH RESERVES
    After 1 year   $ 5    
    After 3 years   $ 17    
    After 5 years   $ 29    
    After 10 years   $ 65    
U.S. GOVERNMENT RESERVES
 Management fee .21% 
 12b-1 fee None 
 Other expenses     .28%
 Total fund operating expenses .49
%
If this agreement were not in 
effect, the management fee, 
other expenses, and total 
operating expenses would be 
.45%, .28%, and .73%, 
respectively.
U.S. GOVERNMENT RESERVES
 After 1 year   $ 5
 After 3 years   $ 16
 After 5 years   $ 27
 After 10 years   $ 62
SUPPLEMENT TO THE FIDELITY 
CASH RESERVES AND FIDELITY 
U.S. GOVERNMENT RESERVES 
PROSPECTUS
DATED JANUARY 24, 1993
   On November 17, 1993,     
   shareholders of Fidelity Cash     
   Reserves voted to approve     
   revisions to the fund's current     
   management contract and     
   other matters related to the     
   fund's management. Effective     
   December 1, 1993, Cash     
   Reserves will adopt the revised     
   management fee structure.     The 
revised fee structure provides 
for the addition of a basic fee 
rate, which is the combination 
of a group fee rate and an 
individual fund fee rate, and 
revisions to the income-based 
component. These        changes will 
result in an increase in the 
management fee when the 
fund's yield is below 5% or 
above approximately 9%, and a 
decrease in the management 
fee when the fund's yield is 
between 5% and approximately 
9%.        
Effective September 1, 1993, 
Fidelity Management & 
Research Company has 
agreed to voluntarily adopt a 
revised management fee 
structure for U.S. Government 
Reserves. The revised 
structure provides for a lower 
individual fund fee rate (from 
.28% to .03%) and the addition 
of an income component. 
These changes will provide for 
lower management fees, and 
will be presented to 
shareholders for approval at 
the next shareholder meeting.
The following information 
replaces similar information 
found in the "EXPENSES" 
section  on page 4:
CASH RESERVES
    Management fee     .21%    
    
    12b-1 fee     None    
    
    Other expenses         .31%   
    
        Total fund operating expenses        .52
%
CASH RESERVES
    After 1 year   $ 5    
    After 3 years   $ 17    
    After 5 years   $ 29    
    After 10 years   $ 65    
U.S. GOVERNMENT RESERVES
 Management fee .21% 
 12b-1 fee None 
 Other expenses     .28%
 Total fund operating expenses .49
%
If this agreement were not in 
effect, the management fee, 
other expenses, and total 
operating expenses would be 
.45%, .28%, and .73%, 
respectively.
U.S. GOVERNMENT RESERVES
 After 1 year   $ 5
 After 3 years   $ 16
 After 5 years   $ 27
 After 10 years   $ 62
CAS-93-3 (Page 1 of 2) December 1, 1993
CAS-93-3 (Page 1 of 2) December 1, 1993
 
SUPPLEMENT TO THE FIDELITY 
CASH RESERVES AND FIDELITY 
U.S. GOVERNMENT RESERVES 
PROSPECTUS
DATED JANUARY 24, 1993
   On November 17, 1993,     
   shareholders of Fidelity Cash     
   Reserves voted to approve     
   revisions to the fund's current     
   management contract and     
   other matters related to the     
   fund's management. Effective     
   December 1, 1993, Cash     
   Reserves will adopt the revised     
   management fee structure.     The 
revised fee structure provides 
for the addition of a basic fee 
rate, which is the combination 
of a group fee rate and an 
individual fund fee rate, and 
revisions to the income-based 
component. These        changes will 
result in an increase in the 
management fee when the 
fund's yield is below 5% or 
above approximately 9%, and a 
decrease in the management 
fee when the fund's yield is 
between 5% and approximately 
9%.        
Effective September 1, 1993, 
Fidelity Management & 
Research Company has 
agreed to voluntarily adopt a 
revised management fee 
structure for U.S. Government 
Reserves. The revised 
structure provides for a lower 
individual fund fee rate (from 
.28% to .03%) and the addition 
of an income component. 
These changes will provide for 
lower management fees, and 
will be presented to 
shareholders for approval at 
the next shareholder meeting.
The following information 
replaces similar information 
found in the "EXPENSES" 
section  on page 4:
CASH RESERVES
    Management fee     .21%    
    
    12b-1 fee     None    
    
    Other expenses         .31%   
    
        Total fund operating expenses        .52
%
CASH RESERVES
    After 1 year   $ 5    
    After 3 years   $ 17    
    After 5 years   $ 29    
    After 10 years   $ 65    
U.S. GOVERNMENT RESERVES
 Management fee .21% 
 12b-1 fee None 
 Other expenses     .28%
 Total fund operating expenses .49
%
If this agreement were not in 
effect, the management fee, 
other expenses, and total 
operating expenses would be 
.45%, .28%, and .73%, 
respectively.
U.S. GOVERNMENT RESERVES
 After 1 year   $ 5
 After 3 years   $ 16
 After 5 years   $ 27
 After 10 years   $ 62
SUPPLEMENT TO THE FIDELITY 
CASH RESERVES AND FIDELITY 
U.S. GOVERNMENT RESERVES 
PROSPECTUS
DATED JANUARY 24, 1993
   On November 17, 1993,     
   shareholders of Fidelity Cash     
   Reserves voted to approve     
   revisions to the fund's current     
   management contract and     
   other matters related to the     
   fund's management. Effective     
   December 1, 1993, Cash     
   Reserves will adopt the revised     
   management fee structure.     The 
revised fee structure provides 
for the addition of a basic fee 
rate, which is the combination 
of a group fee rate and an 
individual fund fee rate, and 
revisions to the income-based 
component. These        changes will 
result in an increase in the 
management fee when the 
fund's yield is below 5% or 
above approximately 9%, and a 
decrease in the management 
fee when the fund's yield is 
between 5% and approximately 
9%.        
Effective September 1, 1993, 
Fidelity Management & 
Research Company has 
agreed to voluntarily adopt a 
revised management fee 
structure for U.S. Government 
Reserves. The revised 
structure provides for a lower 
individual fund fee rate (from 
.28% to .03%) and the addition 
of an income component. 
These changes will provide for 
lower management fees, and 
will be presented to 
shareholders for approval at 
the next shareholder meeting.
The following information 
replaces similar information 
found in the "EXPENSES" 
section  on page 4:
CASH RESERVES
    Management fee     .21%    
    
    12b-1 fee     None    
    
    Other expenses         .31%   
    
        Total fund operating expenses        .52
%
CASH RESERVES
    After 1 year   $ 5    
    After 3 years   $ 17    
    After 5 years   $ 29    
    After 10 years   $ 65    
U.S. GOVERNMENT RESERVES
 Management fee .21% 
 12b-1 fee None 
 Other expenses     .28%
 Total fund operating expenses .49
%
If this agreement were not in 
effect, the management fee, 
other expenses, and total 
operating expenses would be 
.45%, .28%, and .73%, 
respectively.
U.S. GOVERNMENT RESERVES
 After 1 year   $ 5
 After 3 years   $ 16
 After 5 years   $ 27
 After 10 years   $ 62



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