FIDELITY PHILLIPS STREET TRUST, N-30D, 1996-01-09

FIDELITY PHILLIPS STREET TRUST
N-30D, 1996-01-09

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FIDELITY

(registered trademark)
CASH RESERVES

ANNUAL REPORT
NOVEMBER 30, 1995
CONTENTS

CHECK PAGE NUMBERS !!!

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 6 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 8 A summary of major shifts in the
fund's investments over the past six
months
and one year.

INVESTMENTS 9 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 22 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 26 Notes to the financial statements.

REPORT OF INDEPENDENT
ACCOUNTANTS 29 The auditor's opinion.

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY
AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND
MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
Although the markets were fairly positive in 1995, no one can predict what
lies ahead for investors. The previous year, stocks posted below-average
returns and bonds had one of the worst years in history. This downturn
followed a period in which the investing environment was almost ideal.
These market ups and downs are a normal part of investing, and there are
some basic principles that can help investors in every type of market.
First, take a long-term approach when investing. If you can afford to leave
your money invested through the inevitable ups and downs of financial
markets, you will greatly reduce your vulnerability to any single decline.
Over time, for example, stock prices have gone up - and have significantly
outperformed other types of investments and stayed ahead of inflation.
Second, you can further manage risk by diversifying your investments. A
stock mutual fund is already diversified, because it invests in many
different companies. You can increase your diversification by investing in
a number of different stock funds, or in different investment categories,
such as bonds. You should also keep money you'll need in the near future in
a more stable investment.
Finally, it makes good sense to follow a regular investment plan, investing
a set amount of money at the same time each month or quarter. That way, you
can avoid getting caught up in the excitement of a rapidly-rising market -
and won't end up buying all your shares at market highs. This strategy
won't assure a profit or protect you from a loss in a declining market, but
it should help you lower the average cost of your purchases. For this to be
effective, you must continue to buy shares in both up and down markets.
If you have questions, please call us at 1-800-544-8888. We would be happy
to send you a Fidelity FundMatch kit, which can help you determine the mix
of investments that is right for you. You might also find it convenient to
set up a regular investment plan using the Fidelity Automatic Account
Builder.SM
We look forward to hearing from you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

To measure a money market fund's performance, you can look at either total
return or yield. Total return reflects both the change in a fund's share
price over a given period, and reinvestment of
its dividends (or income). Yield measures the income paid by a fund. Since
a money market fund tries to maintain
a $1 share price, yield is an important measure of performance.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1995 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity Cash Reserves 5.67% 24.57% 77.91%

Average All Taxable
Money Market Fund 5.47% 22.99% 74.46%

Consumer Price Index 2.47% 14.80% 40.92%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or ten years. For
example, if you invested $1,000 in a fund that had a 5% return over the
past year, the value of your investment would be $1,050. To measure how the
fund's performance stacked up against its peers, you can compare it to the
average all taxable money market fund, which reflects the performance of
766 funds with similar objectives tracked by IBC/Donoghue's MONEY FUND
REPORT(registered trademark) over the last year. Comparing the fund's
performance to the consumer price index helps show how your investment did
compared to inflation.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1995 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity Cash Reserves 5.67% 4.49% 5.93%

Average All Taxable
Money Market Fund 5.47% 4.22% 5.72%

Consumer Price Index 2.47% 2.80% 3.49%

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had achieved that return
by performing at a constant rate each year.
YIELDS
11/29/94 2/28/95 5/30/95 8/29/95 11/28/95

5.06% 5.69% 5.62% 5.46% 5.28%
Fidelity Cash Reserves

Average All Taxable 4.84% 5.49% 5.51% 5.25% 5.26%
Money Market Fund

11/30/94 3/1/95 5/31/95 8/30/95 11/29/95

2.68% 2.88% 2.89% 2.84% 2.86%
MMDA

Row: 1, Col: 1, Value: 5.06
Row: 1, Col: 2, Value: 4.84
Row: 1, Col: 3, Value: 2.68
Row: 2, Col: 1, Value: 5.69
Row: 2, Col: 2, Value: 5.49
Row: 2, Col: 3, Value: 2.88
Row: 3, Col: 1, Value: 5.619999999999999
Row: 3, Col: 2, Value: 5.51
Row: 3, Col: 3, Value: 2.89
Row: 4, Col: 1, Value: 5.46
Row: 4, Col: 2, Value: 5.25
Row: 4, Col: 3, Value: 2.84
Row: 5, Col: 1, Value: 5.28
Row: 5, Col: 2, Value: 5.26
Row: 5, Col: 3, Value: 2.86
6% -
5% -
4% -
3% -
2% -
1% -
0%
Fidelity Cash
Reserves
Average All
Taxable Money
Market Fund
MMDA
YIELD refers to the income paid by the fund over a given period. Yields for
money market funds are usually for seven-day periods, expressed as annual
percentage rates. A yield that assumes income earned is reinvested or
compounded is called an effective yield. The chart above shows the fund's
current seven-day yield at quarterly intervals over the past year. You can
compare these yields to the average all taxable money market fund and the
average bank money market deposit account (MMDA). Figures for the average
all taxable money market fund are from the IBC/Donoghue's MONEY FUND
REPORT.(registered trademark) The MMDA average is supplied by BANK RATE
MONITOR.(Trademark)
A MONEY MARKET FUND'S TOTAL RETURNS AND YIELDS WILL VARY, AND REFLECT PAST
RESULTS RATHER THAN PREDICT FUTURE PERFORMANCE.

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

An interview with Bob Litterst,
Portfolio Manager of Fidelity
Cash Reserves
Q. BOB, HOW HAS THE INVESTMENT CLIMATE CHANGED DURING THE PAST YEAR?
A. Economic growth has slowed, interest rates have fallen and market
sentiment has shifted dramatically. During the fourth quarter of 1994, when
the period began, the economy was expanding at an annual rate of more than
5%. That was despite the Federal Reserve's best efforts throughout 1994 to
remove excess monetary stimuli, and prevent an outbreak of inflation. Those
efforts continued through February 1995, when the Fed raised the federal
funds rate a final one-half percentage point to 6%. By then, the economy
was finally showing signs of slowing down. As consumer spending eased and
the housing market stalled, the growth rate leveled off, falling to 2.7%
during the first quarter of 1995 and 1.3% during the second quarter. In
July, faced with the possibility of the economy tipping over into
recession, the Fed took steps to stimulate the economy, shaving one-quarter
percentage point off the federal funds rate.
Q. HOW HAS THE ECONOMY PERFORMED SINCE THE JULY RATE CUT?
A. Better, although the signals have been mixed. The growth rate recovered
unexpectedly during the third quarter to 4.2%, which tells me that the
slowdown during the first half may have been largely an inventory
correction, rather than the beginning of a protracted period of weakness.
For the year through September, real gross domestic product (GDP) growth
averaged just over the Fed's target of 2.5%, a very satisfactory
performance.
Q. HOW DID YOU POSITION THE FUND DURING THE PERIOD?
A. One year ago, on November 30, the fund's dollar-weighted average
maturity was 43 days. After the rate increase in February, I began
gradually extending the fund's average maturity, reaching 65 days by late
spring. In retrospect, I probably should have extended the fund more
quickly but conditions were uncertain and I wanted to maintain flexibility.
Since the July rate cut, as market conditions have stabilized, I've taken
the fund out slightly longer. At the end of the current period, the fund's
average maturity was 71 days.
Q. HOW DID THE FUND PERFORM?
A. On November 30, 1995, the fund's seven-day yield was 5.28%, compared to
5.06% for the seven-day period at the end of last November. The fund's
total return for the year was 5.67%. That beat the average total return of
5.47% for all taxable money market funds during the same period, according
to IBC/Donoghue.
Q. WHAT'S YOUR OUTLOOK?
A. Most market participants have assumed since July that another rate cut
was imminent. Indeed, growth appears to have slowed during the fourth
quarter of 1995, inflation remains low and the real federal funds rate
(corrected for inflation) is historically high. All those factors give the
Fed the latitude to lower rates, and I think they will, eventually.
However, there are several reasons the Fed may choose to act later rather
than sooner. First, as I've said, once the final figures are in, I think
they'll show that the average growth rate during all of 1995 was quite
acceptable. Second, while inflation remains low, not much progress has been
made on that front in recent months, which could give the Fed pause. And
third, I think the Fed will want to see a budget agreement - and study its
components - before it acts. For all those reasons, I've lengthened the
portfolio in a selective manner. If rates were to spike upward for any
reason, then I might extend the fund's average maturity further. Otherwise,

I'm comfortable now in the 70 day range.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER,
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: income and a stable $1
share price by investing in high
quality, short-term money
market securities of all types
START DATE: May 10, 1979
SIZE: as of November 30,
1995, more than $18.4 billion
MANAGER: Robert Litterst,
since 1992; manager, Capital
Reserves Money Market,
Variable Insured Products:
Money Market Portfolio, and
Fidelity Money Market Trust:
Retirement Money Market,
since 1992; joined Fidelity in
1992
(checkmark)

WORDS TO KNOW
BANKERS' ACCEPTANCE (BA): A
short-term note whose
payment is guaranteed by a
bank.
CERTIFICATE OF DEPOSIT (CD): An
interest-bearing deposit with a
specific maturity. Large
denomination CDs, like those
the fund buys, have negotiable
interest rates and can be sold
in the secondary market.
COMMERCIAL PAPER: A
short-term note from a bank or
corporation.
FEDERAL FUNDS RATE: The interest
rate banks charge each other
for overnight loans.
MATURITY: The time remaining
before an issuer is scheduled
to repay the principal amount
on a debt security. When the
fund's average maturity,
weighted by dollar amount, is
short, the fund manager is
expecting rates to rise. When
the average maturity is
neutral, the manager wants
the flexibility to respond to
rising rates, while still
capturing a portion of the
higher yields available from
issues with longer maturities.
When the average maturity is
long, the manager is
expecting interest rates to fall.
TIME DEPOSIT (TD): An
interest-bearing deposit with a
specific maturity. Large
denomination TDs, like those
the fund buys, differ from CDs
in that they can't be sold in the
secondary market.
INVESTMENT CHANGES

MATURITY DIVERSIFICATION
DAYS % OF FUND ASSETS % OF FUND ASSETS % OF FUND ASSETS
11/30/95 5/31/95 11/30/94

0 - 30 42 44 56

31 - 90 25 31 28

91 - 180 27 24 16

181 - 397 6 1 0

WEIGHTED AVERAGE MATURITY
11/30/95 5/31/95 11/30/94

Fidelity Cash Reserves 71 days 59 days 43 days

Average All Taxable
Money Market Fund* 54 days 49 days 40 days

ASSET ALLOCATION
AS OF NOVEMBER 30, 1995 AS OF MAY 31, 1995

Row: 1, Col: 1, Value: 45.0
Row: 1, Col: 2, Value: 45.0
Row: 1, Col: 3, Value: 4.0
Row: 1, Col: 4, Value: 6.0
Row: 1, Col: 1, Value: 59.0
Row: 1, Col: 2, Value: 37.0
Row: 1, Col: 3, Value: 4.0
Row: 1, Col: 4, Value: 0.0
Bank CDs, BAs,
TDs, and notes 45%
Commercial
paper 45%
Government
securities 4%
Other 6%
Bank CDs, BAs,
TDs, and notes 59%
Commercial
paper 37%
Government
securities 4%
Other 0%
* SOURCE: IBC/DONOGHUE'S MONEY FUND REPORT(registered trademark)
INVESTMENTS NOVEMBER 30, 1995

Showing Percentage of Total Value of Investments

CERTIFICATES OF DEPOSIT - 24.1%
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
DOMESTIC CERTIFICATES OF DEPOSIT - 0.7%
Household Bank, N.A.
2/5/96 5.81% $ 10,000 $ 10,000
NBD Bank, N.A.
12/1/95 5.75 50,000 50,000
National Westminster Bank, USA
12/6/95 5.77 30,000 30,000
3/4/96 5.75 47,000 47,000
137,000
CHICAGO BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 0.6%
Caisse Nationale de Credit Agricole
3/1/96 5.71 110,000 110,003
PORTLAND BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 0.7%
Bank of Nova Scotia
2/14/96 5.75 55,000 55,000
11/3/96 5.85 (a) 75,000 75,000
130,000
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 14.5%
ABN-AMRO Bank
12/12/95 5.80 80,000 80,000
Australia & New Zealand Banking
3/4/96 5.72 30,000 30,001
Banque Nationale de Paris
12/18/95 5.75 35,000 35,000
Bayerische Hypotheken-und Weschel
4/12/96 5.77 150,000 150,005
Bayerische Landesbank Girozentrale
12/14/95 5.81 200,000 200,000
2/5/96 5.75 50,000 50,000
3/1/96 5.72 55,000 55,001
10/30/96 5.87 (a) 125,000 125,000
Canadian Imperial Bank of Commerce
12/27/95 5.78 100,000 100,000
12/28/95 5.78 75,000 75,000
Commerzbank, Germany
12/19/95 5.75 100,000 100,000
Deutsche Bank, A.G.
3/13/96 5.70 100,000 100,000
4/22/96 5.77 110,000 110,000
Dresdner Bank, A.G.
12/4/95 5.80 50,000 50,000
Generale Bank
3/4/96 5.74 30,000 30,001
Kredietbank, N.V.
1/23/96 5.80 25,000 25,001
National Bank of Canada
12/11/95 5.86 40,000 40,000
CERTIFICATES OF DEPOSIT - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - CONTINUED
Norddeutsche Landesbank
12/5/95 5.73% $ 25,000 $ 25,000
Rabobank Nederland, N.V.
2/5/96 5.75 25,000 25,000
Societe Generale
12/1/95 5.77 100,000 100,000
1/16/96 5.84 125,000 125,000
1/17/96 5.84 100,000 100,000
3/5/96 5.74 85,000 85,000
Swiss Bank Corp.
12/4/95 5.77 80,000 80,000
12/6/95 5.77 70,000 70,000
2/5/96 5.75 250,000 250,000
2/29/96 5.73 300,000 300,000
3/25/96 5.75 160,000 160,000
Westdeutsche Landesbank
12/4/95 5.75 50,000 50,000
Westpac Banking Corp.
12/14/95 6.00 25,000 25,000
2,750,009
LONDON BRANCH, EURODOLLAR, DOMESTIC BANKS - 1.7%
Chemical Bank
3/6/96 5.81 55,000 55,000
3/13/96 5.81 45,000 45,000
3/20/96 5.81 75,000 75,000
3/27/96 5.81 10,000 10,000
Harris Trust & Savings Bank, Chicago
3/4/96 5.73 55,000 55,000
Morgan Guaranty Trust Co.
2/7/96 5.78 75,000 75,003
315,003
LONDON BRANCH, EURODOLLAR, FOREIGN BANKS - 5.9%
ABN-AMRO Bank
5/7/96 5.76 40,000 40,002
Abbey National Treasury Services
12/8/95 5.75 29,000 29,000
Abbey National (UK), PLC
2/29/96 5.73 100,000 100,000
3/1/96 5.72 55,000 54,996
3/11/96 5.68 50,000 50,003
4/23/96 5.75 75,000 75,000
Bank of Nova Scotia
3/11/96 5.68 100,000 100,008
Bayerische Hypotheken-und Weschel
2/22/96 5.74 50,000 50,000
2/26/96 5.74 100,000 100,002
3/14/96 5.71 125,000 125,004
CERTIFICATES OF DEPOSIT - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
LONDON BRANCH, EURODOLLAR, FOREIGN BANKS - CONTINUED
Bayerische Landesbank Girozentrale
4/26/96 5.77% $ 40,000 $ 40,002
Commerzbank, Germany
3/1/96 5.71 30,000 30,001
Den Danske Bank A/S
12/5/95 5.77 50,000 50,000
Deutsche Bank, A.G.
3/11/96 5.70 55,000 55,000
4/24/96 5.73 120,000 120,000
Landesbank Hessen - Thuringen
3/14/96 5.71 80,000 80,001
National Australia Bank
12/21/95 5.74 25,000 25,000
1,124,019
TOTAL CERTIFICATES OF DEPOSIT 4,566,034
COMMERCIAL PAPER - 44.9%

ABN-AMRO North America Finance, Inc.
4/25/96 5.76 50,000 48,865
A.H. Robins Company, Incorporated
12/5/95 5.79 28,000 27,982
12/21/95 5.74 5,000 4,984
ANZ (Delaware), Inc.
2/16/96 5.75 28,000 27,661
AT&T Capital Corp.
2/2/96 5.77 20,000 19,801
AVCO Financial Services, Inc.
2/12/96 5.80 40,000 39,537
American Express Credit Corp.
12/8/95 5.84 25,000 24,972
12/12/95 5.85 15,000 14,974
3/1/96 5.81 48,000 47,312
3/13/96 5.73 30,000 29,518
3/14/96 5.72 26,000 25,579
4/26/96 5.75 30,000 29,315
American Home Food Products, Inc.
12/6/95 5.78 21,000 20,983
12/8/95 5.80 19,000 18,979
12/13/95 5.75 10,000 9,981
12/13/95 5.80 11,550 11,528
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
American Home Products
12/1/95 5.81% $ 40,000 $ 40,000
12/21/95 5.74 12,000 11,962
2/5/96 5.79 62,500 61,845
2/12/96 5.78 39,000 38,549
2/27/96 5.80 15,000 14,791
3/7/96 5.77 46,000 45,298
American Telephone & Telegraph Co.
3/13/96 5.75 150,000 147,584
3/14/96 5.80 40,000 39,347
Asset Securitization Cooperative Corporation
2/15/96 5.75 60,000 59,282
Associates Corp. of North America
12/5/95 5.77 40,000 39,975
12/6/95 5.77 40,000 39,968
2/27/96 5.80 25,000 24,652
2/28/96 5.80 37,000 36,480
3/12/96 5.72 100,000 98,411
3/13/96 5.72 50,000 49,197
BHF Finance (Delaware), Inc.
2/14/96 5.75 28,000 27,669
2/27/96 5.75 28,000 27,612
3/4/96 5.73 25,000 24,631
3/8/96 5.74 30,000 29,539
3/8/96 5.75 30,000 29,538
Bank of New York Company, Inc.
12/13/95 5.78 30,000 29,943
12/18/95 5.78 29,000 28,921
Bear Stearns Cos., Inc.
12/7/95 5.80 40,000 39,962
12/15/95 5.80 25,000 24,944
Beneficial Corp.
3/1/96 5.73 40,000 39,448
Berliner Handels-und Frankfurter Bank
2/15/96 5.75 27,000 26,677
Bradford & Bingley Building Society
2/5/96 5.79 42,000 41,561
2/8/96 5.75 40,000 39,565
3/4/96 5.73 25,000 24,643
CIESCO, L.P.
2/14/96 5.75 25,000 24,705
CIT Group Holdings, Inc.
12/4/95 5.78 30,000 29,986
2/16/96 5.77 80,000 79,025
2/29/96 5.78 50,000 49,291
3/4/96 5.82 56,000 55,169
Cheltenham & Gloucester Building Society
2/29/96 5.75 30,000 29,575
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
Chrysler Financial Corporation
12/4/95 5.88% $ 25,000 $ 24,988
12/11/95 5.84 50,000 49,920
12/12/95 5.84 52,000 51,908
12/20/95 5.85 40,000 39,878
1/26/96 5.88 30,000 29,728
1/29/96 5.88 31,000 30,704
2/2/96 5.87 60,000 59,390
Commerzbank U.S. Finance, Inc.
12/1/95 5.76 75,000 75,000
12/1/95 5.77 30,000 30,000
12/4/95 5.78 100,000 99,952
Compagnie Bancaire
2/28/96 5.75 30,000 29,579
2/29/96 5.75 25,000 24,646
CoreStates Capital Corp.
12/4/95 5.83 (a) 25,000 25,000
Dakota
1/26/96 5.84 24,000 23,785
2/8/96 5.80 12,000 11,868
Dean Witter, Discover & Co.
1/25/96 5.79 90,000 89,214
1/26/96 5.79 83,000 82,261
1/29/96 5.80 49,000 48,541
2/16/96 5.78 60,000 59,270
Den Danske Corp., Inc.
2/26/96 5.74 50,000 49,317
du Pont (E.I.) de Nemours & Co.
2/13/96 5.76 90,000 88,966
Eiger Capital Corp.
12/7/95 5.78 36,611 36,576
1/16/96 5.85 45,000 44,667
Enterprise Funding Corp.
12/15/95 5.77 65,000 64,855
Exxon Imperial U.S., Inc.
12/28/95 5.75 30,750 30,621
Ford Motor Credit Corp.
2/12/96 5.76 86,000 85,009
2/13/96 5.76 100,000 98,832
2/14/96 5.76 134,000 132,414
2/15/96 5.77 70,000 69,158
3/27/96 5.76 40,000 39,268
3/28/96 5.76 75,000 73,616
4/4/96 5.77 150,000 147,068
GTE Corp.
12/5/95 5.85 50,000 49,968
General Electric Capital Corp.
2/6/96 5.76 75,000 74,207
2/9/96 5.78 100,000 98,894
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
General Electric Capital Corp. - continued
2/12/96 5.77% $ 100,000 $ 98,848
3/15/96 5.69 75,000 73,779
3/27/96 5.80 50,000 49,083
3/28/96 5.80 50,000 49,076
3/29/96 5.80 50,000 49,068
4/1/96 5.71 30,000 29,431
4/29/96 5.73 100,000 97,679
General Electric Capital Services Inc.
2/8/96 5.79 58,000 57,366
2/16/96 5.77 12,000 11,854
4/29/96 5.73 28,000 27,350
General Electric Corp.
12/6/95 5.80 75,000 74,941
2/13/96 5.75 100,000 98,834
General Motors Acceptance Corp.
12/5/95 5.80 75,000 74,952
1/29/96 5.87 50,000 49,526
1/30/96 5.87 90,000 89,133
2/6/96 5.84 75,000 74,197
2/15/96 5.84 50,000 49,393
2/20/96 5.84 50,000 49,353
3/4/96 5.83 100,000 98,504
3/5/96 5.83 100,000 98,488
Glaxo Holdings, PLC
2/2/96 5.78 40,000 39,601
2/21/96 5.74 28,000 27,639
2/22/96 5.73 50,000 49,349
2/23/96 5.75 50,000 49,340
2/28/96 5.74 50,000 49,300
Goldman Sachs Group, L.P. (The)
3/13/96 5.75 100,000 98,383
3/14/96 5.75 85,000 83,613
Government of Canada
2/27/96 5.81 100,000 98,621
Hanson Finance (UK), PLC
2/9/96 5.77 40,000 39,558
2/9/96 5.81 28,000 27,690
Household Finance Corp.
2/12/96 5.76 25,000 24,712
IBM Corp.
3/12/96 5.72 50,000 49,205
3/27/96 5.70 50,000 49,092
IBM Credit Corp.
3/12/96 5.72 30,000 29,523
John Deere Capital Corp.
4/26/96 5.73 40,000 39,090
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
MCI Communications Corp.
1/25/96 5.78% $ 35,000 $ 34,694
2/23/96 5.73 30,000 29,604
Merrill Lynch & Co., Inc.
12/6/95 5.74 135,000 134,894
3/8/96 5.75 25,000 24,620
Morgan (J.P.) & Co.
2/20/96 5.74 50,000 49,364
Morgan Stanley Group, Inc.
12/11/95 5.78 60,000 59,905
12/13/95 5.78 50,000 49,905
12/18/95 5.77 50,000 49,866
1/29/96 5.83 40,000 39,623
5/16/96 5.95 75,000 73,018
NYNEX Corp.
12/7/95 5.79 38,500 38,463
National & Provincial Building Society
3/4/96 5.82 25,000 24,629
Nationwide Building Society
12/14/95 5.76 28,000 27,943
2/9/96 5.80 20,000 19,778
3/1/96 5.78 20,000 19,712
New Center Asset Trust
12/7/95 5.77 70,000 69,933
12/11/95 5.78 125,000 124,800
12/12/95 5.78 75,000 74,868
12/14/95 5.77 25,000 24,948
12/14/95 5.80 32,000 31,933
12/18/95 5.78 50,000 49,865
Norwest Financial
2/28/96 5.79 25,000 24,649
PHH Corp. (a)
12/1/95 5.89 25,000 24,998
12/21/95 5.81 47,000 46,987
Preferred Receivables Funding Corp.
12/1/95 5.77 46,000 46,000
12/5/95 5.78 45,000 44,971
12/13/95 5.77 32,000 31,939
12/15/95 5.78 100,000 99,776
2/5/96 5.79 22,000 21,770
REXAM, PLC
12/6/95 5.78 21,030 21,013
Raytheon Co.
12/11/95 5.82 28,000 27,955
Royal Bank of Canada
12/29/95 6.30 68,000 67,681
Sears Roebuck Acceptance Corp.
12/4/95 5.87 9,000 8,996
12/5/95 5.87 29,000 28,981
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
Sears Roebuck Acceptance Corp. - continued
12/13/95 5.79% $ 50,000 $ 49,904
2/2/96 5.79 30,000 29,700
2/5/96 5.80 50,000 49,476
2/7/96 5.80 40,000 39,568
2/12/96 5.80 20,000 19,768
2/14/96 5.81 20,000 19,762
2/20/96 5.81 40,000 39,487
3/5/96 5.80 34,000 33,488
Shell Oil Co.
12/15/95 6.09 25,000 24,943
Sherwood Medical Company
12/7/95 5.80 16,000 15,985
12/21/95 5.74 10,000 9,969
3/7/96 5.77 25,000 24,619
Smith Barney Shearson, Inc.
12/18/95 5.78 25,000 24,932
1/29/96 5.79 12,000 11,888
2/1/96 5.82 25,000 24,752
Societe Generale North America, Inc.
3/4/96 5.75 215,000 211,834
Textron, Inc.
12/4/95 5.89 18,000 17,991
12/4/95 5.90 32,000 31,984
12/15/95 5.90 12,000 11,973
U.S.L. Capital, Inc.
2/9/96 5.75 50,000 49,448
Westpac Capital Corp.
12/4/95 5.71 10,000 9,995
2/21/96 5.89 30,000 29,609
3/25/96 5.82 30,000 29,458
Whirlpool Corp.
1/24/96 5.81 10,000 9,914
1/25/96 5.82 33,000 32,710
Whirlpool Financial Corp.
1/26/96 5.82 30,000 29,732
Wool International
2/23/96 5.84 20,000 19,735
2/26/96 5.84 25,000 24,657
2/27/96 5.84 20,000 19,723
Woolwich Equitable Building Society
2/27/96 5.77 30,000 29,585
3/18/96 5.81 40,000 39,321
TOTAL COMMERCIAL PAPER 8,540,346
FEDERAL AGENCIES - 3.7%
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
FEDERAL FARM CREDIT BANK - AGENCY COUPONS (A) - 0.6%
12/1/95 6.01% $ 117,000 $ 116,979
FEDERAL HOME LOAN BANK - AGENCY COUPONS (A) - 0.4%
12/20/95 5.72 75,000 74,939
FEDERAL NATIONAL MORTGAGE ASSOC. - AGENCY COUPONS (A) - 1.5%
12/18/95 5.72 25,000 24,989
10/4/96 5.81 160,000 160,000
10/7/96 5.94 100,000 99,932
284,921
FEDERAL NATIONAL MORTGAGE ASSOC. - DISCOUNT NOTES - 0.7%
4/29/96 5.76 85,000 83,056
5/3/96 6.08 50,000 48,774
131,830
STUDENT LOAN MARKETING ASSOC. - AGENCY COUPONS (A) - 0.5%
10/16/96 5.95 100,000 100,000
TOTAL FEDERAL AGENCIES 708,669
BANK NOTES - 6.2%

Bank of America National Trust & Savings Assoc.
12/1/95 5.77 (a) 105,000 104,954
Bank of America - Illinois
2/28/96 5.72 90,000 90,000
3/4/96 5.71 30,000 30,000
Bank of New York - Delaware
10/30/96 5.88 (a) 65,000 65,000
Bank of New York
12/11/95 5.75 25,000 25,000
12/15/95 5.75 25,000 25,000
Boatmen's First National Bank of Kansas City
12/12/95 5.81 (a) 25,000 24,999
Boatmen's National Bank of St. Louis
12/12/95 5.81 (a) 25,000 24,997
Comerica Bank-Detroit (a)
12/1/95 5.83 120,000 119,933
10/27/96 5.90 74,000 73,963
BANK NOTES - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
Comerica Bank-Illinois
1/2/96 5.94% (a) $ 25,000 $ 24,980
First Bank N.A. - Minnesota
12/20/95 5.81 (a) 50,000 49,994
Fleet Bank of New York
12/8/95 5.78 50,000 50,000
Fleet Bank of Rhode Island
2/15/96 5.82 25,000 25,000
Huntington National Bank, Columbus, OH
10/30/96 5.87 (a) 50,000 50,000
Key Bank of Washington
4/26/96 6.34 50,000 49,990
Morgan Bank (Delaware)
8/7/96 5.94 50,000 49,935
NationsBank of Texas
10/17/96 5.78 150,000 149,899
Seattle First National Bank
12/4/95 5.77 26,000 26,000
Wachovia Bank of North Carolina, N.A.
12/26/95 5.77 (a) 115,000 114,940
TOTAL BANK NOTES 1,174,584
MASTER NOTES (A) - 2.0%

J.P. Morgan Securities
12/13/95 5.81 13,000 13,000
12/20/95 5.81 172,000 172,000
Morgan Stanley Group, Inc.
12/1/95 6.06 60,000 60,000
Norwest Corp.
12/1/95 5.81 129,000 129,000
TOTAL MASTER NOTES 374,000
MEDIUM-TERM NOTES (A) - 6.8%

Abbey National Treasury Services (c)
12/9/95 5.94 226,000 226,000
Bank of Scotland Treasury Services
8/7/96 5.86 (a) 250,000 250,000
Beneficial Corp.
12/27/95 5.82 40,000 39,984
2/3/96 5.92 33,000 32,980
MEDIUM-TERM NOTES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
CIT Group Holdings, Inc.
12/1/95 5.90% $ 65,000 $ 64,954
12/1/95 6.22 50,000 49,999
Commonwealth Life Insurance Co.
12/1/95 6.01 50,000 50,000
General Electric Capital Corp.
12/1/95 6.03 150,000 150,000
12/1/95 6.05 40,000 39,991
General Motors Acceptance Corp.
2/7/96 6.00 93,000 93,000
Goldman Sachs Group, L.P. (The) (c)
12/15/95 5.87 95,000 95,000
3/1/96 5.91 94,000 94,000
Norwest Corp.
12/10/95 5.90 114,000 114,000
TOTAL MEDIUM-TERM NOTES 1,299,908
SHORT-TERM NOTES (A) (B) - 3.1%

CSA Funding - A
12/7/95 5.83 22,000 22,000
CSA Funding - B
12/7/95 5.83 22,000 22,000
CSA Funding - C
12/7/95 5.83 6,000 6,000
SMM Trust Company (1995-B)
12/7/95 5.88 34,000 34,000
SMM Trust Company (1995-D)
1/27/96 5.99 61,800 61,800
SMM Trust Company (1995-I)
12/29/95 5.89 102,000 101,985
SMM Trust Company (1995-J)
12/15/95 5.83 309,000 309,000
SMM Trust Company (1995-N)
2/8/96 5.93 40,000 40,000
TOTAL SHORT-TERM NOTES 596,785
TIME DEPOSITS - 2.6%

Fleet Bank of Rhode Island
12/13/95 5.78 40,000 40,000
Midland Bank PLC
12/1/95 5.94 100,000 100,000
TIME DEPOSITS - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
National Australia Bank
12/1/95 5.94% $ 200,000 $ 200,000
PNC Bank, Kentucky (Citizens Fidelity)
12/4/95 5.78 50,000 50,000
Society National Bank
12/1/95 5.94 100,000 100,000
TOTAL TIME DEPOSITS 490,000
REPURCHASE AGREEMENTS - 6.6%
MATURITY AMOUNT
(000S)
With First Boston Corp.
At 5.80%, dated 11/13/95 due 12/1/95:
U.S. Government Obligations
(principal amount $212,664)
6% to 8%, 7/1/99 to 4/1/34 $ 200,580 200,000
At 5.86%, dated 11/29/95 due 12/4/95:
U.S. Government Obligations
(principal amount $319,308)
4.5% to 12.5%, 3/1/1 to 5/1/35 300,244 300,000
With Goldman Sachs & Co.
At 5.88%, dated 11/30/95 due 12/4/95:
U.S. Government Obligations
(principal amount $206,000 )
5.87% to 7.72%, 8/1/02 to 5/1/34 200,131 200,000
In a joint trading account
dated 11/30/95 due 12/1/95:
(U.S. Treasury Obligations)
At 5.90% 154,653 154,628
(U.S. Government Obligations)
At 5.95% 400,066 400,000
TOTAL REPURCHASE AGREEMENTS 1,254,628
TOTAL INVESTMENTS - 100% $ 19,004,954
Total Cost for Income Tax Purposes $ 19,004,954

LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or, when applicable,
the final maturity date.
(b) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION
ACQUISITION COST
SECURITY DATE (000S)
CSA Funding - A 10/28/93 $ 22,000
CSA Funding - B 10/28/93 $ 22,000
CSA Funding - C 10/28/93 $ 6,000
SMM Trust Company:
(1995-B) 8/4/95 $ 34,000
(1995-D) 10/26/95 $ 61,800
(1995-I) 5/25/95 $ 101,971
(1995-J) 5/16/95 $ 309,000
(1995-N) 11/6/95 $ 40,000
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $415,000,000 or 2.2% of net
assets.
INCOME TAX INFORMATION
At November 30, 1995 the fund had a capital loss carryforward of
approximately $2,144,000 of which $510,000 and $1,634,000 will expire on
November 30, 2001 and 2002, respectively.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) NOVEMBER 30, 1995

1.ASSETS 2. 3.

4.Investment in securities, at value (including 5. $ 19,004,954
repurchase agreements of $1,254,628) - See
accompanying
schedule

6.Interest receivable 7. 68,229

8. 9.TOTAL ASSETS 10. 19,073,183

11.LIABILITIES 12. 13.

14.Payable for investments purchased $ 615,092 15.

16.Share transactions in process 16,249 17.

18.Accrued management fee 3,484 19.

20.Other payables and accrued expenses 6,575 21.

22. 23.TOTAL LIABILITIES 24. 641,400

25.26.NET ASSETS 27. $ 18,431,783

28.Net Assets consist of: 29. 30.

31.Paid in capital 32. $ 18,432,698

33.Accumulated net realized gain (loss) on investments 34. (915)

35.36.NET ASSETS, for 18,432,698 shares outstanding 37. $ 18,431,783

38.39.NET ASSET VALUE, offering price and redemption 40. $1.00
price per share ($18,431,783 (divided by) 18,432,698 shares)

</TABLE>

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1995

41.42.INTEREST INCOME 43. $ 1,007,902

44.EXPENSES 45. 46.

47.Management fee $ 40,864 48.

49.Transfer agent fees 47,399 50.

51.Accounting fees and expenses 750 52.

53.Non-interested trustees' compensation 236 54.

55.Custodian fees and expenses 373 56.

57.Registration fees 1,790 58.

59.Audit 209 60.

61.Legal 68 62.

63.Miscellaneous 61 64.

65. 66.TOTAL EXPENSES 67. 91,750

68.69.NET INTEREST INCOME 70. 916,152

71.72.NET REALIZED GAIN (LOSS) ON INVESTMENTS 73. 686

74.75.NET INCREASE IN NET ASSETS RESULTING FROM 76. $ 916,838
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEARS ENDED NOVEMBER 30,

1995 1994

77.INCREASE (DECREASE) IN NET ASSETS

78.Operations $ 916,152 $ 466,419
Net interest income

79. Net realized gain (loss) 686 (1,634)

80. 81.NET INCREASE (DECREASE) IN NET ASSETS 916,838 464,785
RESULTING FROM OPERATIONS

82.Distributions to shareholders from net interest (916,152) (466,419)
income

83.Share transactions at net asset value of $1.00 per 31,772,441 26,996,770
share
Proceeds from sales of shares

84. Reinvestment of distributions from net interest 891,871 447,955
income

85. Cost of shares redeemed (28,761,771) (23,228,474)

86.87. 3,902,541 4,216,251
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM SHARE TRANSACTIONS

88. 89.TOTAL INCREASE (DECREASE) IN NET ASSETS 3,903,227 4,214,617

90.NET ASSETS 91. 92.

93. Beginning of period 14,528,556 10,313,939

94. End of period $ 18,431,783 $ 14,528,556

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED NOVEMBER 30,

1995 1994 1993 1992 1991

95.SELECTED PER-SHARE DATA

96.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
beginning of period

97.Income from .055 .037 .029 .038 .061
Investment Operations
Net interest income

98.Less Distributions .055) .037) .029) .038) .061)
From net interest
income

99.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
end of period

100.TOTAL RETURN 5.67% 3.74% 2.97% 3.90% 6.23%

101.RATIOS AND SUPPLEMENTAL DATA

102.Net assets, end of $ 18,432 $ 14,529 $ 10,314 $ 10,040 $ 10,519
period
(in millions)

103.Ratio of expenses to .55% .52% .48% .48% .58%
average net assets

104.Ratio of net interest 5.50% 3.76% 2.92% 3.86% 6.03%
income to average
net assets

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1995

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Cash Reserves (the fund) is a fund of Fidelity Phillips Street
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Delaware business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost and
thereafter assume a constant amortization to maturity of any discount or
premium.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase, and are collateralized by U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
2. OPERATING POLICIES -
CONTINUED
REVERSE REPURCHASE AGREEMENTS.
At all times that a reverse repurchase agreement is outstanding, the fund
identifies cash and liquid securities as segregated in its custodian
records with a value at least equal to its obligation under the agreement.
RESTRICTED SECURITIES. The fund is permitted to 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. At the end of the period,
restricted securities (excluding 144A issues) amounted to $596,785,000 or
3.2% of net assets.
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated by multiplying the sum of two components, a group
fee rate plus a fixed individual fund fee rate applied to the average net
assets of the fund and adding an income-based fee. The group fee rate is
the weighted average of a series of rates and is based on the monthly
average net assets of all the mutual funds advised by FMR. The rates ranged
from .1200% to .3700% for the period. In the event that these rates were
lower than the contractual rates in effect during the period, FMR
voluntarily implemented the above rates, as they resulted in the same or a
lower management fee. The annual individual fund fee rate is 0.03%. The
income based fee is only added when the fund's gross yield exceeds 5%. At
that time the income-based fee would equal 6% of that portion of the fund's
gross income that represents a gross yield of more than 5% per year. The
maximum income-based component is .24% (annualized) of average net assets.
For the period, the management fee was equivalent to an annual rate of
0.25% of average net assets.
SUB-ADVISER FEE. As the fund's investment sub-adviser, FMR Texas Inc., a
wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the
management fee payable to FMR. The fee is paid prior to any voluntary
expense reimbursements which may be in effect, and after reducing the fee
for any payments by FMR pursuant to the fund's Distribution and Service
Plan.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the funds' transfer, dividend disbursing and shareholder servicing agent.
During the period December 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account fees and asset-based fees that vary according to account size and
type of
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
account. FSC pays for typesetting, printing and mailing of all shareholder
reports, except proxy statements. For the period, the transfer agent fees
were equivalent to an annual rate of 0.28% of average net assets.
ACCOUNTING FEES. FSC maintains the funds' accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and the Shareholders
of Fidelity Cash Reserves:
We have audited the accompanying statement of assets and liabilities of
Fidelity Cash Reserves, including the schedule of portfolio investments, as
of November 30, 1995, and the related statement of operations for the year
then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of
the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1995 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Cash Reserves as of November 30, 1995, the results of its
operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
December 22, 1995
TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the
Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
1903 East Ninth Street
Cleveland, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
2701 Drexel Drive
Houston, TX
1010 Lamar Street
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
511 Pine Street
Seattle, WA
WASHINGTON, DC
1775 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
(registered trademark)
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB-ADVISER
FMR Texas Inc.
Irving, TX
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Fred L. Henning, Jr., Vice President
Robert Litterst, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Thomas D. Maher, Assistant
Vice President
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
The Bank of New York
New York, NY
FIDELITY'S TAXABLE
MONEY MARKET FUNDS
Fidelity Cash Reserves
Fidelity Daily Income Trust
Fidelity U.S. Government Reserves
Spartan(registered trademark) Money Market Fund
Spartan U.S. Government
Money Market Fund
Spartan U.S. Treasury
Money Market Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
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)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

FIDELITY

(registered trademark)
U.S. GOVERNMENT RESERVES

ANNUAL REPORT
NOVEMBER 30, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 6 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 8 A summary of major shifts in the
fund's investments over the past six
months
and one year.

INVESTMENTS 9 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 12 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 16 Notes to the financial statements.

REPORT OF INDEPENDENT
ACCOUNTANTS 19 The auditor's opinion.

To measure a money market fund's performance, you can look at either total
return or yield. Total return reflects both the change in a fund's share
price over a given period, and reinvestment of its dividends (or income).
Yield measures the income paid by a fund. Since a money market fund tries
to maintain a $1 share price, yield is an important measure of performance.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1995 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity U.S. Government Reserves 5.60% 23.12% 74.16%

Average Government
Money Market Fund 5.28% 22.17% 71.28%

Consumer Price Index 2.47% 14.80% 40.92%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or ten years. For
example, if you invested $1,000 in a fund that had a 5% return over the
past year, the value of your investment would be $1,050. To measure how the
fund's performance stacked up against its peers, you can compare it to the
average government money market fund, which reflects the performance of 228
government money market funds with similar objectives tracked by
IBC/Donoghue over the past year. Comparing the fund's performance to the
consumer price index (CPI) helps show how your fund did compared to
inflation. (The periods covered by the CPI and IBC/Donoghue numbers are the
closest available match to those covered by the fund.)
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1995 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity U.S. Government Reserves 5.60% 4.25% 5.71%

Average Government
Money Market Fund 5.28% 4.08% 5.53%

Consumer Price Index 2.47% 2.80% 3.49%

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
YIELDS
11/29/94 2/28/95 5/30/95 8/29/95 11/28/95

Fidelity U.S. Government 5.06% 5.64% 5.58% 5.30% 5.45%
Reserves

Average Government 4.67% 5.30% 5.33% 5.07% 5.09%
Money Market Fund

11/30/94 3/1/95 5/31/95 8/30/95 11/29/95

2.68% 2.88% 2.89% 2.84% 2.86%
MMDA

Row: 1, Col: 1, Value: 5.06
Row: 1, Col: 2, Value: 4.67
Row: 1, Col: 3, Value: 2.68
Row: 2, Col: 1, Value: 5.64
Row: 2, Col: 2, Value: 5.3
Row: 2, Col: 3, Value: 2.88
Row: 3, Col: 1, Value: 5.58
Row: 3, Col: 2, Value: 5.33
Row: 3, Col: 3, Value: 2.89
Row: 4, Col: 1, Value: 5.3
Row: 4, Col: 2, Value: 5.07
Row: 4, Col: 3, Value: 2.84
Row: 5, Col: 1, Value: 5.45
Row: 5, Col: 2, Value: 5.09
Row: 5, Col: 3, Value: 2.86
6% -
5% -
4% -
3% -
2% -
1% -
0%
Fidelity
U.S. Government
Reserves
Average
Government
Money Market Fun
d
MMDA
YIELD refers to the income paid by the fund over a given period. Yields for
money market funds are usually for seven-day periods, expressed as annual
percentage rates. A yield that assumes income earned is reinvested or
compounded is called an effective yield. The chart above shows the fund's
current seven-day yield at quarterly intervals over the past year. You can
compare these yields to the average government money market fund and the
average bank money market deposit account (MMDA). Figures for the average
government money market are supplied by IBC/Donoghue's MONEY FUND
REPORT(registered trademark). The MMDA average is supplied by BANK RATE
MONITOR(Trademark).
A MONEY MARKET FUND'S TOTAL RETURNS AND YIELDS WILL VARY, AND REFLECT PAST
RESULTS RATHER THAN PREDICT FUTURE PERFORMANCE.

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

An interview with Leland Barron,
Portfolio Manager of Fidelity
U.S. Government Reserves
Q. LELAND, HOW HAS THE INVESTMENT CLIMATE CHANGED DURING THE PAST 12
MONTHS?
A. A year ago, the Federal Reserve was still doing its best to slow down
the rate of economic growth and prevent an outbreak of inflation. The first
solid evidence that the Fed strategy was working came in April, with the
release of the first-quarter growth rate in the gross domestic product -
2.8%, down sharply from 5.1% during the fourth quarter of 1994. By the
second quarter, growth had slowed to the point where some economists were
talking about the danger of a recession. Given this concern, in July, the
Fed reversed direction, shaving one-quarter percentage point off the
federal funds rate. Since then, however, the economy has shown surprising,
if sporadic, signs of strength. It now seems clear that the second-quarter
slowdown was no more than an inventory correction. During the third
quarter, the economy expanded at an annual rate of approximately 4%.
Q. HAVE RATES STABILIZED SINCE THEN?
A. No, they've kept falling. That's because now that the economy seems to
be doing better, attention has shifted to the budget debate in Congress. If
Congress acts forcefully to cut the budget deficit, some say the Fed will
have to respond with another rate cut. I believe there is some historical
precedent for that. The argument gets a boost as well from the remarkably
low inflation rate, which has been hovering around 2.5% all year. As long
as inflation stays low, I believe the Fed may feel it can safely cut
interest rates even before the economy feels the full effect of reduced
government spending. Year to date through the end of November, the interest
rate on six-month Treasury securities declined a full percentage point.
Q. WHAT WAS YOUR STRATEGY DURING THE PERIOD?
A. Yields on shorter-term instruments, including repurchase agreements and
variable rate securities, I felt, were especially attractive for much of
the period, and I built core positions around them. That kept the fund's
dollar-weighted average maturity fairly low, between 30 and 40 days for
much of the period. Lately, though, I've found more buying opportunities in
fixed-rate securities as well as variable-rate securities with longer reset
intervals, and the fund's average maturity has gotten a little longer. At
the end of the current period it was 46 days, which is still within the
neutral range.
Q. HOW DID THE FUND PERFORM?
A. Better than most of its peers. On November 30, 1995, the fund's
seven-day yield was 5.44%, compared to 5.11% a year earlier. The fund's
total return for the one-year period was 5.60%. That beat the total return
of 5.28% for the average government money market fund during the same
period, according to IBC/Donoghue.
Q. WHAT'S YOUR OUTLOOK?
A. That's hard to say. While the economy has been giving off mixed signals
lately, I think overall it's doing better than some market participants
give it credit for; if so, another Fed rate cut may not be necessary.
Moreover, even if Congress were to pass a fiscally restrictive budget, it's
possible that lower interest rates at the long end of the bond market would
provide the economy with all the stimulative counterbalance it needs, and
again the Fed would have no reason to act. But, I think the chances are
good that the Fed will make at least a token rate cut, whether it's
strictly necessary or not, if there is a budget agreement. Therefore my
goal in the months ahead will be to maintain flexibility and to stay
prepared for whatever action the Fed may take, probably by keeping the
fund's average maturity between 45 and 55 days.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER,
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: income and a stable $1
share price by investing in high
quality short-term money
market securities issued or
guaranteed by the U.S.
government or government
agencies
START DATE: November 3, 1981
SIZE: as of November
30,1995, more than $1.1
billion
MANAGER: Leland Barron,
since 1991; manager,
Spartan U.S. Government
Money Market Fund, since
1991, and Spartan U.S.
Treasury Money Market
Fund, since 1991; joined
Fidelity in 1981
(checkmark)

WORDS TO KNOW
AVERAGE MATURITY: The
average maturity of debt
securities in a fund, weighted
by dollar amount. When the
average maturity is short, the
fund manager believes
interest rates will rise. When
the average maturity is long,
the fund manager is expecting
rates to fall. When the
average maturity is neutral,
the fund manager wants to
have the flexibility to respond
to rising rates, while still
capturing a portion of the
higher yields available from
issues with longer maturities.
DISCOUNT RATE: The interest
rate the Federal Reserve
charges member banks for
loans.
FEDERAL FUNDS RATE: The
interest rate banks charge
each other for overnight
loans.
FEDERAL RESERVE: The
system designed to regulate
the U.S. monetary and
banking system. If the Fed
tightens the money supply, it
decreases the amount of
money available to the
banking system, which
generally causes interest
rates to rise.
MATURITY: The amount of time
remaining until a debt security
is scheduled to be redeemed.
TREASURY OBLIGATION: Debt
security issued directly by the
U.S. government. Payment of
principal and interest is
guaranteed.
INVESTMENT CHANGES

MATURITY DIVERSIFICATION
DAYS % OF FUND ASSETS % OF FUND ASSETS % OF FUND ASSETS
11/30/95 5/31/95 11/30/94

0 - 30 58 42 72

31 - 90 28 22 5

91 - 180 11 25 18

181 - 397 3 11 5

WEIGHTED AVERAGE MATURITY
11/30/95 5/31/95 11/30/94

Fidelity U.S. Government
Reserves 46 days 40 days 41 days

Average Government
Money Market Fund* 47 days 41 days 38 days

ASSET ALLOCATION
AS OF NOVEMBER 30, 1995 AS OF MAY 31, 1995

Row: 1, Col: 1, Value: 60.0
Row: 1, Col: 2, Value: 7.0
Row: 1, Col: 3, Value: 32.0
Row: 1, Col: 4, Value: 2.0
Row: 1, Col: 1, Value: 55.0
Row: 1, Col: 2, Value: 5.0
Row: 1, Col: 3, Value: 39.0
Row: 1, Col: 4, Value: 2.0
Federal agency
issues 60%
U.S. Treasury
obligations 7%
Repurchase
agreements 32%
Other 1%
Federal agency
issues 55%
U.S. Treasury
obligations 5%
Repurchase
agreements 39%
Other 1%
* SOURCE: IBC/DONOGHUE'S MONEY FUND REPORT(registered trademark)
INVESTMENTS NOVEMBER 30, 1995

Showing Percentage of Total Value of Investments

FEDERAL AGENCIES - 60.5%
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
FEDERAL FARM CREDIT BANK - AGENCY COUPONS (A) - 2.8%
12/1/95 6.09% $ 33,000 $ 32,964
FEDERAL FARM CREDIT BANK - DISCOUNT NOTES - 0.8%
1/22/96 5.65 10,000 9,920
FEDERAL HOME LOAN BANK - AGENCY COUPONS (A) - 9.0%
12/1/95 5.90 29,000 28,983
12/1/95 6.27 15,000 14,988
12/8/95 5.64 13,000 12,994
12/20/95 5.72 50,000 49,959
106,924
FEDERAL HOME LOAN BANK - DISCOUNT NOTES - 9.5%
1/22/96 5.65 3,000 2,976
1/22/96 5.68 10,000 9,921
1/29/96 5.65 28,000 27,743
2/1/96 5.66 25,000 24,760
2/14/96 5.63 10,000 9,885
2/28/96 5.65 38,000 37,477
112,762
FEDERAL HOME LOAN MORTGAGE CORP. - DISCOUNT NOTES - 3.5%
2/1/96 5.66 16,000 15,846
2/5/96 5.64 11,000 10,888
2/8/96 5.65 14,935 14,776
41,510
FEDERAL NATIONAL MORTGAGE ASSOC. - AGENCY COUPONS - 14.8%
10/4/96 5.81 (a) 36,000 36,000
12/1/95 5.79 (a) 58,000 57,939
12/1/95 5.88 (a) 15,000 15,000
12/1/95 6.35 (a) 40,000 40,000
3/15/96 5.60 14,000 14,000
3/15/96 5.70 7,000 7,017
6/10/96 5.66 6,000 5,998
175,954
FEDERAL NATIONAL MORTGAGE ASSOC. - DISCOUNT NOTES - 16.1%
1/25/96 5.65 13,000 12,889
1/26/96 5.65 59,000 58,489
2/2/96 5.64 34,000 33,668
2/5/96 5.65 40,000 39,591
2/9/96 5.67 5,000 4,946
2/21/96 5.76 14,000 13,822
3/15/96 5.71 28,000 27,552
190,957
FEDERAL AGENCIES - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
DATE TIME OF PURCHASE (000S) (000S)
STUDENT LOAN MARKETING ASSOC. - AGENCY COUPONS (A) - 4.0%
12/5/95 5.65% $ 18,000 $ 18,037
12/5/95 5.72 30,000 30,000
48,037
TOTAL FEDERAL AGENCIES 719,028
U.S. TREASURY OBLIGATIONS - 7.2%
U.S. TREASURY NOTES - 7.2%
4/30/96 5.58 21,000 21,154
4/30/96 5.59 42,000 42,305
4/30/96 5.61 22,000 22,159
TOTAL U.S. TREASURY OBLIGATIONS 85,618
MEDIUM-TERM NOTES (A) (B) - 0.6%
EXPORT-IMPORT BANK, U.S. (AS GUARANTOR FOR K.A. LEASING, LTD.)
12/15/95 5.81 6,790 6,790
REPURCHASE AGREEMENTS - 31.7%
MATURITY AMOUNT
(000S)
With Credit Lyonnais
At 5.95%, dated 11/30/95 due 12/1/95
(U.S. Treasury Obligations)
(principal amount $306,121)
5.75% to 8.75%, 11/15/96 to 10/31/99 $ 300,050 300,000
With First Boston Corp.
At 5.86%, dated 11/29/95 due 12/4/95
(U.S. Government Obligations)
(principal amount $61,737)
6.5% to 11.5%, 4/1/05 to 2/1/32 59,048 59,000
In a joint trading account
(U.S. Government Obligations)
dated 11/30/95 due 12/1/95 at 5.95% 18,137 18,134
TOTAL REPURCHASE AGREEMENTS 377,134
TOTAL INVESTMENTS - 100% $ 1,188,570
Total Cost for Income Tax Purposes $ 1,188,570

SECURITY TYPE ABBREVIATIONS
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or, when applicable,
the final maturity date.
(b) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION
ACQUISITION COST
SECURITY DATE (000S)
Export-Import Bank,
U.S. (as Guarantor for
K.A. Leasing, Ltd.) 7/29/94 $ 6,790
INCOME TAX INFORMATION
At November 30, 1995 the fund had a capital loss carryforward of
approximately $97,000
of which $31,000 and $66,000 will expire on November 30, 2001 and 2003,
respectively.
For the period ended November 30, 1995, approximately 23% of the fund's
dividends to shareholders was derived from interest on U.S. Government
obligations.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) NOVEMBER 30, 1995

4.ASSETS 5. 6.

7.Investment in securities, at value (including 8. $ 1,188,570
repurchase agreements of $377,134) - See
accompanying
schedule

9.Interest receivable 10. 3,938

11. 12.TOTAL ASSETS 13. 1,192,508

14.LIABILITIES 15. 16.

17.Share transactions in process $ 3,877 18.

19.Accrued management fee 223 20.

21.Other payables and accrued expenses 415 22.

23. 24.TOTAL LIABILITIES 25. 4,515

26.27.NET ASSETS 28. $ 1,187,993

29.Net Assets consist of: 30. 31.

32.Paid in capital 33. $ 1,188,030

34.Accumulated net realized gain (loss) on investments 35. (37)

36.37.NET ASSETS, for 1,188,466 shares outstanding 38. $ 1,187,993

39.40.NET ASSET VALUE, offering price and redemption 41. $1.00
price per share ($1,187,993 (divided by) 1,188,466 shares)

</TABLE>

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1995

42.43.INTEREST INCOME 44. $ 68,676

45.EXPENSES 46. 47.

48.Management fee $ 2,762 49.

50.Transfer agent fees 3,019 51.

52.Accounting fees and expenses 136 53.

54.Non-interested trustees' compensation 17 55.

56.Custodian fees and expenses 35 57.

58.Registration fees 258 59.

60.Audit 30 61.

62.Legal 2 63.

64.Miscellaneous 5 65.

66. 67.TOTAL EXPENSES 68. 6,264

69.70.NET INTEREST INCOME 71. 62,412

72.73.NET REALIZED GAIN (LOSS) ON INVESTMENTS 74. (66)

75.76.NET INCREASE IN NET ASSETS RESULTING FROM 77. $ 62,346
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
AMOUNTS IN THOUSANDS YEAR TWO MONTHS YEAR
ENDED ENDED ENDED
NOVEMBER 30, NOVEMBER 30, SEPTEMBER 30,
1995 1994 1994

78.INCREASE (DECREASE) IN NET
ASSETS

79.Operations $ 62,412 $ 8,785 $ 35,202
Net interest income

80. Net realized gain (loss) (66) - (31)

81. 82.NET INCREASE (DECREASE) IN 62,346 8,785 35,171
NET ASSETS RESULTING FROM
OPERATIONS

83.Distributions to shareholders from (62,412) (8,785) (35,202)
net interest income

84.Share transactions at net asset 1,491,809 275,603 1,705,793
value
of $1.00 per share
Proceeds from sales of shares

85. Reinvestment of distributions from 59,448 8,212 33,487

net interest income

86. Cost of shares redeemed (1,492,867) (214,138) (1,722,647)

87.88. 58,390 69,677 16,633
NET INCREASE (DECREASE) IN NET
ASSETS AND SHARES RESULTING
FROM SHARE TRANSACTIONS

89. 90.TOTAL INCREASE (DECREASE) 58,324 69,677 16,602
IN
NET ASSETS

91.NET ASSETS 92. 93. 94.

95. Beginning of period 1,129,669 1,059,992 1,043,390

96. End of period $ 1,187,993 $ 1,129,669 $ 1,059,992

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
97. YEAR TWO MONTHS YEARS ENDED SEPTEMBER 30,
ENDED ENDED
NOVEMBER 30 NOVEMBER 30,
,

98. 1995 1994 1994 1993 1992 1991

99.SELECTED PER-SHARE DATA

100.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

101.Income from Investment Operations .055 .008 .033 .025 .039 .061
Net interest income

102.Less Distributions (.055) (.008) (.033) (.025) (.039) (.061)
From net interest income

103.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

104.TOTAL RETURN B 5.60% 0.78%C 3.32% 2.57% 3.95% 6.29%

105.RATIOS AND SUPPLEMENTAL DATA

106.Net assets, end of period (in millions) $ 1,188 $ 1,130 $ 1,060 $ 1,043 $ 1,292 $ 1,436

107.Ratio of expenses to average net assets .55% .36%D .51% .73% .73% .72%

108.Ratio of net interest income to average
net assets 5.43% 4.77%A 3.27% 2.57% 3.88% 6.13%

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD FMR NOT VOLUNTARILY REIMBURSED
THE FUND.
D ANNUALIZED; FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE FUND'S
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE
RATIO WOULD HAVE BEEN HIGHER.

FINANCIAL HIGHLIGHTS
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1995

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity U.S. Government Reserves (the fund) is a fund of Fidelity Phillips
Street Trust (the trust) and is authorized to issue an unlimited number of
shares. The trust is registered under the Investment Company Act of 1940,
as amended (the 1940 Act), as an open-end management investment company. At
a special meeting of the shareholders of the fund held on September 21,
1994 shareholders approved an agreement and plan of Conversion and
Termination (the Plan of Conversion), providing for the conversion of the
fund from a separate series of a Massachusetts business trust, to a
separate series of a Delaware business trust, effective January 13, 1995.
The individual investment objective, policies and limitations of the fund
remain the same. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost and
thereafter assume a constant amortization to maturity of any discount or
premium.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital. These
differences are primarily due to expiring capital loss carryforwards, and
resulted in a reclassification between paid in capital and accumulated
realized gain (loss) on investments.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase, and are collateralized by U.S.
Treasury or Federal Agency obligations.
2. OPERATING POLICIES -
CONTINUED
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
REVERSE REPURCHASE AGREEMENTS. At all times that a reverse repurchase
agreement is outstanding, the fund identifies cash and liquid securities as
segregated in its custodian records with a value at least equal to its
obligation under the agreement.
RESTRICTED SECURITIES. The fund is permitted to 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. At the end of the period,
restricted securities (excluding 144A issues) amounted to $6,790,000 or
0.6% of net assets.
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated by multiplying the sum of two components, a group
fee rate plus a fixed individual fund fee rate, by the average net assets
of the fund and adding an income-based fee. The group fee rate is the
weighted average of a series of rates and is based on the monthly average
net assets of all the mutual funds advised by FMR. The rates ranged from
.1200% to .3700% for the period. In the event that these rates were lower
than the contractual rates in effect during the period, FMR voluntarily
implemented the above rates, as they resulted in the same or a lower
management fee. The annual individual fund fee rate is 0.03%. The
income-based fee is only added when the fund's gross yield exceeds 5%. At
that time the income- based fee would equal 6% of that portion of the
fund's gross income that represents a gross yield of more than 5% per year.
The maximum income-based component is 0.24% (annualized) of average net
assets. For the period, the management fee was equivalent to an annual rate
of .24% of average net assets.
SUB-ADVISER FEE. As the fund's investment sub-adviser, FMR Texas Inc., a
wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the
management fee payable to FMR. The fee is paid prior to any voluntary
expense reimbursements which may be in effect, and after reducing the fee
for any payments by FMR pursuant to the fund's Distribution and Service
Plan.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
During the period December 1 to December 31, 1994, FSC received fees based
on the type, size,
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
number of accounts and the number of transactions made by shareholders.
Effective January 1, 1995, the Board of Trustees approved a revised
transfer agent contract pursuant to which FSC receives account fees and
asset-based fees that vary according to account size and type of account.
FSC pays for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent t o an annual rate of 0.26% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Phillips Street Trust and the Shareholders of
Fidelity U. S. Government Reserves:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity U. S. Government Reserves at November 30, 1995, the results of its
operations for the year then ended, the changes in its net assets for the
year then ended, the two months ended November 30, 1994 and the year ended
September 30, 1994, and the financial highlights for the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Trust's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial statements
in accordance with generally accepted auditing standards which require that
we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities owned at November 30,
1995 by correspondence with the custodian, provide a reasonable basis for
the opinion expressed above.
PRICE WATERHOUSE LLP
Dallas, Texas
December 27, 1995
TO CALL FIDELITY

FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone
services for quotes and balances. The services are easy to use,
confidential and quick. All you need is a Touch Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call -
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.

(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
For quotes on funds you own.
1.
For an individual fund quote.
2.
For the ten most frequently
requested Fidelity fund quotes.
3.
For quotes on Fidelity Select
Portfolios(registered trademark).
4.
To change your Personal
Identification Number (PIN).
5.
To speak with a Fidelity
representative.
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
For balances on funds you own.
1.
For your most recent fund activity
(purchases, redemptions, and
dividends).
2.
To change your Personal
Identification Number (PIN).
3.
To speak with a Fidelity
representative.
4.
* 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.
TO WRITE FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
TO VISIT FIDELITY

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
(registered trademark)
INVESTMENT SUB-ADVISER
FMR Texas Inc.
Irving, TX
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Fred L. Henning, Jr., Vice President
Leland Barron, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Thomas D. Maher, Assistant
Vice President
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Bank of New York
New York, NY
FIDELITY'S TAXABLE
MONEY MARKET FUNDS
Fidelity Cash Reserves
Fidelity Daily Income Trust
Fidelity U.S. Government Reserves
Spartan(registered trademark) Money Market Fund
Spartan U.S. Government
Money Market Fund
Spartan U.S. Treasury
Money Market Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
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)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE