FIDELITY PHILLIPS STREET TRUST, 485APOS, 1998-11-23

FIDELITY PHILLIPS STREET TRUST
485APOS, 1998-11-23

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-63350)
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No.
Post-Effective Amendment No. 43 [X]
and
REGISTRATION STATEMENT (No. 811-2890)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 43 [X]
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)
Registrant's Telephone Number: 617-563-7000
Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b).
( ) on ( ) pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
(X) on ( January 19, 1999) pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date
for a previously filed
post-effective amendment.

LIKE SECURITIES OF ALL MUTUAL
FUNDS, THESE SECURITIES HAVE
NOT BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND EXCHANGE
COMMISSION, AND THE
SECURITIES AND EXCHANGE
COMMISSION HAS NOT
DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR
COMPLETE. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.
FIDELITY
CASH RESERVES
(fund number 055, trading symbol FDRXX)
and
FIDELITY
U.S. GOVERNMENT RESERVES
(fund number 050, trading symbol FGRXX)

PROSPECTUS
JANUARY 19, 1999
(fidelity_logo_graphic) (registered trademark) 82 Devonshire Street,
Boston, MA 02109
CONTENTS

FUND SUMMARY INVESTMENT SUMMARY

4 PERFORMANCE

5 FEE TABLE

FUND BASICS INVESTMENT DETAILS

9 VALUING SHARES

SHAREHOLDER INFORMATION 7 BUYING AND SELLING SHARES

11 EXCHANGING SHARES

11 ACCOUNT FEATURES AND POLICIES

14 DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS

14 TAX CONSEQUENCES

FUND SERVICES 14 FUND MANAGEMENT

14 FUND DISTRIBUTION

APPENDIX 15 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY
INVESTMENT OBJECTIVE. Cash Reserves seeks as high a level of current
income as is consistent with the preservation of capital and
liquidity.
PRINCIPAL INVESTMENT STRATEGIES. Fidelity Management & Research
Company (FMR)'s principal investment strategies include:
(small solid bullet) Investing normally in U.S. dollar-denominated
money market securities, including U.S. Government securities and
repurchase agreements, and entering into reverse repurchase
agreements.
(small solid bullet) Investing more than 25% of total assets in the
financial services industry.
(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS. The fund is subject to the following
principal investment risks:
(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.
(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.
(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation or economic downturns can have a significant
negative affect on issuers in the financial services sector.
(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.
U.S. GOVERNMENT RESERVES
INVESTMENT OBJECTIVE. U.S. Government Reserves seeks as high a level
of current income as is consistent with the security of principal and
liquidity.
PRINCIPAL INVESTMENT STRATEGIES. Fidelity Management & Research
Company (FMR)'s principal investment strategies include:
(small solid bullet) Investing normally in U.S. Government securities
and repurchase agreements for those securities and entering into
reverse repurchase agreements.
(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS. The fund is subject to the following
principal investment risks:
(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.
(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH RESERVES

CALENDAR YEARS 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % % %

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: nil
DURING THE PERIODS SHOWN IN THE CHART FOR CASH RESERVES, THE HIGHEST
RETURN FOR A QUARTER WAS __% (QUARTER ENDING __,
199_) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__,199_).

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT RESERVES

CALENDAR YEARS 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % % %

</TABLE>

PERCENTAGE (%)
ROW: 1, COL: 1, VALUE: NIL
ROW: 2, COL: 1, VALUE: NIL
ROW: 3, COL: 1, VALUE: NIL
ROW: 4, COL: 1, VALUE: NIL
ROW: 5, COL: 1, VALUE: NIL
ROW: 6, COL: 1, VALUE: NIL
ROW: 7, COL: 1, VALUE: NIL
ROW: 8, COL: 1, VALUE: NIL
ROW: 9, COL: 1, VALUE: NIL
ROW: 10, COL: 1, VALUE: NIL
DURING THE PERIODS SHOWN IN THE CHART FOR U.S. GOVERNMENT RESERVES,
THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ___, 19__) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ___, 19__).

AVERAGE ANNUAL RETURNS
FOR THE PERIODS ENDED DECEMBER 31, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

CASH RESERVES % % %

U.S. GOVERNMENT RESERVES % % %

Note: If FMR had not reimbursed certain fund expenses during these
periods, U.S. Government Reserves' total returns would have been
lower.
FEE TABLE
The following table describes the fees and expenses that are incurred
when you buy, hold or sell shares of a fund. [[The annual fund
operating expenses provided below for Cash Reserves and U.S.
Government Reserves are based on historical expenses, adjusted to
reflect current fees.] [The annual fund operating expenses provided
below for Cash Reserves and U.S. Government Reserves are higher than
the expenses actually paid by the fund as the result of the payment or
reduction of certain expenses during the period.] [The annual fund
operating expenses provided below for Cash Reserves and U.S.
Government Reserves are based on historical expenses.]]
SHAREHOLDER FEES (PAID BY THE INVESTOR)
SALES CHARGE (LOAD) ON PURCHASES NONE
AND REINVESTED DISTRIBUTIONS

DEFERRED SALES CHARGE (LOAD) ON REDEMPTIONS NONE

WIRE REDEMPTION FEE $5.00

ANNUAL ACCOUNT MAINTENANCE FEE (FOR ACCOUNTS UNDER $2,500) $12.00

FUND OPERATING EXPENSES (PAID BY THE FUNDS)
CASH RESERVES MANAGEMENT FEE %

DISTRIBUTION AND SERVICE(12B-1) FEE NONE

OTHER EXPENSES %

TOTAL ANNUAL FUND OPERATING EXPENSES %

U.S. GOVERNMENT RESERVES MANAGEMENT FEE %

DISTRIBUTION AND SERVICE (12B-1) FEE NONE

OTHER EXPENSES %

TOTAL ANNUAL FUND OPERATING EXPENSES %

[A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, each fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total fund operating expenses would have been __% Cash Reserves and
__% for U.S. Government Reserves.
This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.
Let's say, hypothetically, that each fund's annual return is 5% and
that your shareholder fees and each fund's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:
CASH RESERVES

1 YEAR $

3 YEARS $

5 YEARS $

10 YEARS $

U.S. GOVERNMENT RESERVES

1 YEAR $

3 YEARS $

5 YEARS $

10 YEARS $

FUND BASICS

INVESTMENT DETAILS
INVESTMENT OBJECTIVE:
CASH RESERVES seeks as high a level of current income as is consistent
with the preservation of capital and liquidity.
PRINCIPAL INVESTMENT STRATEGIES:
FMR normally invests the fund's assets in U.S. dollar-denominated
money market securities of domestic and foreign issuers, including
U.S. Government securities and repurchase agreements. FMR also may
enter into reverse repurchase agreements for the fund.
FMR will invest more than 25% of the fund's total assets in the
financial services industry.
In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity and income.
INVESTMENT OBJECTIVE:
U.S. GOVERNMENT RESERVES seeks as high a level of current income as is
consistent with the security of principal and liquidity.
PRINCIPAL INVESTMENT STRATEGIES:
FMR normally invests the fund's assets in U.S. Government securities
and repurchase agreements for those securities. FMR also may enter
into reverse repurchase agreements for the fund.
In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity and income.
DESCRIPTION OF PRINCIPAL SECURITY TYPES:
MONEY MARKET SECURITIES are high quality, short-term debt securities
that pay a fixed, variable or floating interest rate. Securities are
often specifically structured so that they are eligible investments
for a money market fund. For example, in order to satisfy the
maturity restrictions for a money market fund, some money market
securities have demand or put features which have the effect of
shortening the security's maturity. Taxable money market securities
include bank certificates of deposit, bank acceptances, bank time
deposits, notes, commercial paper and U.S. Government securities.
U.S. GOVERNMENT SECURITIES are high-quality securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. Government. U.S. Government securities may be backed by the
full faith and credit of the U.S. Treasury, the right to borrow from
the U.S. Treasury, or the agency or instrumentality issuing or
guaranteeing the security.
A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon price.
PRINCIPAL INVESTMENT RISKS:
Many factors affect each fund's performance. A fund's yield will
change daily based on changes in interest rates and other market
conditions. Although each fund is managed to maintain a stable $1.00
share price, there is no guarantee that the fund will be able to do
so. For example, a major increase in interest rates or a decrease in
the credit quality of the issuer of one of a fund's investments could
cause the fund's share price to decrease. While the funds will be
charged premiums by a mutual insurance company for coverage of
specified types of losses related to default or bankruptcy on certain
securities, a fund may incur losses regardless of the insurance. It
is important to note that neither the fund's share prices nor their
yields are guaranteed by the U.S. Government.
The following factors may significantly affect a fund's performance:
INTEREST RATE CHANGES. Money market securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
money market security can fall when interest rates rise and can rise
when interest rates fall. Securities with longer maturities and the
securities of issuers in the financial services industry can be more
sensitive to interest rate changes. Short-term securities tend to
react to changes in short-term interest rates.
FOREIGN EXPOSURE. Issuers located in foreign countries and entities
located in foreign countries that provide credit support or a
maturity-shortening structure can involve increased risks. Extensive
public information about the issuer or provider may not be available
and unfavorable political, economic or governmental developments could
affect the value of the security.
FINANCIAL SERVICES EXPOSURE. Financial services companies are highly
dependent on the supply of short-term financing. The value of
securities of issuers in the financial services sector can be
sensitive to changes in government regulation and interest rates and
to economic downturns in the United States and abroad.
ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of issuer, and changes in general economic or
political conditions can adversely affect the credit quality or value
of an issuer's securities. Entities providing credit support or a
maturity-shortening structure also can be affected by these types of
changes. If the structure of a security fails to function as
intended, the security could decline in value.
In response to market, economic, political or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect a fund's
performance.
FUNDAMENTAL INVESTMENT POLICIES
The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.
CASH RESERVES seeks as high a level of current income as is consistent
with preservation of capital and liquidity by investing in money
market instruments.
U.S. GOVERNMENT RESERVES seeks as high a level of current income as is
consistent with the security of principal and liquidity. The fund may
engage in repurchase agreements secured by obligations issued or
guaranteed as to principal and interest by the United States
Government or by any of its agencies or instrumentalities.
VALUING SHARES
The funds are OPEN FOR BUSINESS each day the New York Stock Exchange
(NYSE) is open. Each fund's net asset value per share (NAV) is the
value of a single share. Fidelity(registered trademark) normally
calculates each fund's NAV as of the close of business of the NYSE,
normally 4:00 p.m. Eastern time. However, NAV may be calculated
earlier if trading on the NYSE is restricted or as permitted by the
SEC. Each fund's assets are valued as of this time for the purpose of
computing the fund's NAV.
To the extent that each fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of a fund's assets may not occur on days when the fund
is open for business.
Each fund's ASSETS ARE VALUED on the basis of amortized cost.
SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES
GENERAL INFORMATION
Fidelity Investments(registered trademark) was established in 1946 to
manage one of America's first mutual funds. Today, Fidelity is the
largest mutual fund company in the country, and is known as an
innovative provider of high-quality financial services to individuals
and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage
Services, Inc. (FBSI). Fidelity is also a leader in providing
tax-advantaged retirement plans for individuals investing on their own
or through their employer.
For account, product and service information, please use the following
WEB SITE and PHONE NUMBERS:
(small solid bullet) For information over the Internet, visit
Fidelity's Web site at www.fidelity.com.
(small solid bullet) For accessing account information automatically
by phone, use TouchTone Xpress(registered trademark), 1-800-544-5555.
(small solid bullet) For exchanges and redemptions, 1-800-544-7777.
(small solid bullet) For account assistance, 1-800-544-6666.
(small solid bullet) For mutual fund and retirement information,
1-800-544-8888.
(small solid bullet) For brokerage information, 1-800-544-7272.
(small solid bullet) TDD - Service for the Deaf and Hearing-Impaired,
1-800-544-0118 (9:00 a.m. - 9:00 p.m. Eastern time).
Please use the following ADDRESSES:
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
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
You may buy or sell shares of the funds through a retirement account
or an investment professional. If you invest through a retirement
account or an investment professional, the procedures for buying,
selling and exchanging shares of a fund and the account features and
policies may differ. Additional fees may also apply to your investment
in a fund, including a transaction fee if you buy or sell shares of
the fund through a broker or other investment professional.
Certain methods of contacting Fidelity, such as by telephone or
electronically, may be unavailable or delayed (for example, during
periods of unusual market activity). In addition, the level and type
of service available may be restricted based on criteria established
by Fidelity.
The different ways to set up (register) your account with Fidelity are
listed in the following table.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROTH CONVERSION IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS, and certain other 401(A)-QUALIFIED PLANS
(solid bullet) KEOGH PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)
(solid bullet) 403(B) CUSTODIAL ACCOUNTS
(solid bullet) DEFERRED COMPENSATION PLANS (457 PLANS)
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
TRUST
FOR MONEY BEING INVESTED BY A TRUST
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES
The PRICE TO BUY one share of each fund is the fund's NAV. Each fund's
shares are sold without a sales charge.
Your shares will be bought at the next NAV calculated after your
investment is received in proper form.
Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity Funds, and accounts under
common ownership or control.
Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.
MINIMUMS
TO OPEN AN ACCOUNT $2,500
For certain Fidelity retirement accountsA $500
TO ADD TO AN ACCOUNT $250
Through regular investment plans $100
MINIMUM BALANCE $2,000
For certain Fidelity retirement accountsA $500
A FIDELITY TRADITIONAL IRA, ROTH IRA, ROTH CONVERSION IRA, ROLLOVER
IRA, SEP-IRA, AND KEOGH ACCOUNTS.
These minimums may be lower for purchases through a Fidelity
GoalPlannerSM account in Cash Reserves.
There is no minimum account balance or initial or subsequent purchase
minimum for purchases through Fidelity Portfolio Advisory
Services SM , a qualified state tuition program, certain Fidelity
retirement accounts funded through salary deduction, or accounts
opened with the proceeds of distributions from such retirement
accounts. In addition, each fund may waive or lower purchase minimums
in other circumstances.

KEY INFORMATION

<TABLE>
<CAPTION>
<S> <C>
PHONE TO OPEN AN ACCOUNT
1-800-544-7777 (SMALL SOLID BULLET) EXCHANGE FROM ANOTHER FIDELITY FUND.
TO ADD TO AN ACCOUNT
(SMALL SOLID BULLET) EXCHANGE FROM ANOTHER FIDELITY FUND.
(SMALL SOLID BULLET) USE FIDELITY MONEY LINE(REGISTERED TRADEMARK)
TO TRANSFER FROM YOUR BANK ACCOUNT.

INTERNET TO OPEN AN ACCOUNT
WWW.FIDELITY.COM (SMALL SOLID BULLET) COMPLETE AND SIGN THE APPLICATION.
MAKE YOUR CHECK PAYABLE TO THE COMPLETE NAME OF THE FUND.
MAIL TO THE ADDRESS UNDER "MAIL" BELOW.
TO ADD TO AN ACCOUNT
(SMALL SOLID BULLET) EXCHANGE FROM ANOTHER FIDELITY FUND.
(SMALL SOLID BULLET) USE FIDELITY MONEY LINE TO TRANSFER FROM YOUR BANK ACCOUNT.

MAIL TO OPEN AN ACCOUNT
FIDELITY INVESTMENTS (SMALL SOLID BULLET) COMPLETE AND SIGN THE APPLICATION. MAKE YOUR CHECK
PAYABLE TO THE COMPLETE NAME OF THE FUND.
P.O. BOX 770001 MAIL TO THE ADDRESS AT LEFT.
CINCINNATI, OH TO ADD TO AN ACCOUNT
45277-0002 (SMALL SOLID BULLET) MAKE YOUR CHECK PAYABLE TO THE COMPLETE NAME
OF THE FUND. INDICATE YOUR FUND ACCOUNT NUMBER ON
YOUR CHECK AND MAIL TO THE ADDRESS AT LEFT.
(SMALL SOLID BULLET) EXCHANGE FROM ANOTHER FIDELITY FUND. SEND A
LETTER OF INSTRUCTION TO THE ADDRESS AT LEFT, INCLUDING
YOUR NAME, THE FUNDS' NAMES, THE FUND ACCOUNT NUMBERS, AND THE DOLLAR
AMOUNT OR NUMBER OF
SHARES TO BE EXCHANGED.

IN PERSON TO OPEN AN ACCOUNT

(SMALL SOLID BULLET) BRING YOUR APPLICATION AND CHECK TO A FIDELITY
INVESTOR CENTER. CALL 1-800-544-9797 FOR THE CENTER
NEAREST YOU.
TO ADD TO AN ACCOUNT
(SMALL SOLID BULLET) BRING YOUR CHECK TO A FIDELITY INVESTOR CENTER.
CALL 1-800-544-9797 FOR THE CENTER NEAREST YOU.

WIRE TO OPEN AN ACCOUNT
(SMALL SOLID BULLET) CALL 1-800-544-7777 TO SET UP YOUR ACCOUNT AND
TO ARRANGE A WIRE TRANSACTION.
(SMALL SOLID BULLET) WIRE WITHIN 24 HOURS TO: BANKERS TRUST COMPANY,
BANK ROUTING # 021001033, ACCOUNT # 00163053.
(SMALL SOLID BULLET) SPECIFY THE COMPLETE NAME OF THE FUND AND INCLUDE
YOUR NEW FUND ACCOUNT NUMBER AND YOUR NAME.
TO ADD TO AN ACCOUNT
(SMALL SOLID BULLET) WIRE TO: BANKERS TRUST COMPANY, BANK
ROUTING # 021001033, ACCOUNT # 00163053.
(SMALL SOLID BULLET) SPECIFY THE COMPLETE NAME OF THE FUND AND INCLUDE
YOUR FUND ACCOUNT NUMBER AND YOUR NAME.

AUTOMATICALLY TO OPEN AN ACCOUNT
(SMALL SOLID BULLET) NOT AVAILABLE.
TO ADD TO AN ACCOUNT
(SMALL SOLID BULLET) USE FIDELITY AUTOMATIC ACCOUNT
BUILDE(REGISTERED TRADEMARK)R OR DIRECT DEPOSIT.
(SMALL SOLID BULLET) USE FIDELITY AUTOMATIC EXCHANGE SERVICE TO EXCHANGE
FROM A FIDELITY MONEY MARKET FUND.

</TABLE>

SELLING SHARES
The PRICE TO SELL one share of each fund is the fund's NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form.
Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares;
(small solid bullet) Your account registration has changed within the
last 30 days;
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);
(small solid bullet) The check is being made payable to someone other
than the account owner; or
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $2,000 worth of shares in the account to keep
it open ($500 for retirement accounts), except accounts not subject to
account minimums.
(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
a fund.
(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until investments credited to your account have been received
and collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.
(small solid bullet) If you sell shares by writing a check and the
amount of the check is greater than the value of your account, your
check will be returned to you and you may be subject to additional
charges.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

<TABLE>
<CAPTION>
<S> <C>
KEY INFORMATION

PHONE (SMALL SOLID BULLET) CALL THE PHONE NUMBER AT LEFT TO INITIATE
A WIRE TRANSACTION OR TO REQUEST A CHECK FOR YOUR
1-800-544-7777 REDEMPTION.
(SMALL SOLID BULLET) USE FIDELITY MONEY LINE TO TRANSFER TO
YOUR BANK ACCOUNT.
(SMALL SOLID BULLET) EXCHANGE TO ANOTHER FIDELITY FUND.
CALL THE PHONE NUMBER AT LEFT.

INTERNET (SMALL SOLID BULLET) EXCHANGE TO ANOTHER FIDELITY FUND.
WWW.FIDELITY.COM (SMALL SOLID BULLET) USE FIDELITY MONEY LINE TO TRANSFER TO YOUR BANK ACCOUNT.

MAIL INDIVIDUAL, JOINT TENANT, SOLE PROPRIETORSHIP, UGMA, UTMA
FIDELITY INVESTMENTS (SMALL SOLID BULLET) SEND A LETTER OF INSTRUCTION TO THE ADDRESS AT LEFT,
INCLUDING YOUR NAME, THE FUND'S NAME, YOUR FUND
P.O. BOX 660602 ACCOUNT NUMBER, AND THE DOLLAR AMOUNT OR NUMBER OF SHARES TO BE SOLD.
THE LETTER OF INSTRUCTION
DALLAS, TX MUST BE SIGNED BY ALL PERSONS REQUIRED TO SIGN FOR TRANSACTIONS,
EXACTLY AS THEIR NAMES APPEAR ON
75266-0602 THE ACCOUNT.
RETIREMENT ACCOUNT
(SMALL SOLID BULLET) THE ACCOUNT OWNER SHOULD COMPLETE A RETIREMENT
DISTRIBUTION FORM. CALL 1-800-544-6666 TO REQUEST
ONE.
TRUST
(SMALL SOLID BULLET) SEND A LETTER OF INSTRUCTION TO THE ADDRESS AT LEFT,
INCLUDING THE TRUST'S NAME, THE FUND'S NAME, THE
TRUST'S FUND ACCOUNT NUMBER, AND THE DOLLAR AMOUNT OR NUMBER OF SHARES TO
BE SOLD. THE TRUSTEE MUST
SIGN THE LETTER OF INSTRUCTION INDICATING CAPACITY AS TRUSTEE. IF THE
TRUSTEE'S NAME IS NOT IN THE ACCOUNT
REGISTRATION, PROVIDE A COPY OF THE TRUST DOCUMENT CERTIFIED WITHIN THE
LAST 60 DAYS.
BUSINESS OR ORGANIZATION
(SMALL SOLID BULLET) SEND A LETTER OF INSTRUCTION TO THE ADDRESS AT LEFT,
INCLUDING THE FIRM'S NAME, THE FUND'S NAME, THE
FIRM'S FUND ACCOUNT NUMBER, AND THE DOLLAR AMOUNT OR NUMBER OF SHARES TO BE SOLD.
AT LEAST ONE
PERSON AUTHORIZED BY CORPORATE RESOLUTION TO ACT ON THE ACCOUNT MUST SIGN THE
LETTER OF INSTRUCTION.
(SMALL SOLID BULLET) INCLUDE A CORPORATE RESOLUTION WITH CORPORATE SEAL OR A
SIGNATURE GUARANTEE.
EXECUTOR, ADMINISTRATOR, CONSERVATOR, GUARDIAN
(SMALL SOLID BULLET) CALL 1-800-544-6666 FOR INSTRUCTIONS.

IN PERSON INDIVIDUAL, JOINT TENANT, SOLE PROPRIETORSHIP, UGMA, UTMA
(SMALL SOLID BULLET) BRING A LETTER OF INSTRUCTION TO A FIDELITY INVESTOR CENTER.
CALL 1-800-544-9797 FOR THE CENTER
NEAREST YOU. THE LETTER OF INSTRUCTION MUST BE SIGNED BY ALL PERSONS REQUIRED
TO SIGN FOR TRANSACTIONS,
EXACTLY AS THEIR NAMES APPEAR ON THE ACCOUNT.
RETIREMENT ACCOUNT
(SMALL SOLID BULLET) THE ACCOUNT OWNER SHOULD COMPLETE A RETIREMENT
DISTRIBUTION FORM. VISIT A FIDELITY INVESTOR CENTER TO
REQUEST ONE. CALL 1-800-544-9797 FOR THE CENTER NEAREST YOU.
TRUST
(SMALL SOLID BULLET) BRING A LETTER OF INSTRUCTION TO A FIDELITY INVESTOR
CENTER. CALL 1-800-544-9797 FOR THE CENTER
NEAREST YOU. THE TRUSTEE MUST SIGN THE LETTER OF INSTRUCTION INDICATING
CAPACITY AS TRUSTEE. IF THE TRUSTEE'S
NAME IS NOT IN THE ACCOUNT REGISTRATION, PROVIDE A COPY OF THE TRUST DOCUMENT
CERTIFIED WITHIN THE LAST 60
DAYS.
BUSINESS OR ORGANIZATION
(SMALL SOLID BULLET) BRING A LETTER OF INSTRUCTION TO A FIDELITY INVESTOR
CENTER. CALL 1-800-544-9797 FOR THE CENTER
NEAREST YOU. AT LEAST ONE PERSON AUTHORIZED BY CORPORATE RESOLUTION TO ACT
ON THE ACCOUNT MUST SIGN
THE LETTER OF INSTRUCTION.
(SMALL SOLID BULLET) INCLUDE A CORPORATE RESOLUTION WITH CORPORATE SEAL OR
A SIGNATURE GUARANTEE.
EXECUTOR, ADMINISTRATOR, CONSERVATOR, GUARDIAN
(SMALL SOLID BULLET) VISIT A FIDELITY INVESTOR CENTER FOR INSTRUCTIONS.
CALL 1-800-544-9797 FOR THE CENTER NEAREST YOU.

AUTOMATICALLY (SMALL SOLID BULLET) USE FIDELITY AUTOMATIC EXCHANGE SERVICE TO EXCHANGE
FROM CASH RESERVES AND U.S. GOVERNMENT
RESERVES TO ANOTHER FIDELITY FUND.

CHECK (SMALL SOLID BULLET) WRITE A CHECK TO SELL SHARES FROM YOUR ACCOUNT.
</TABLE>

EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds.
However, you should note the following POLICIES AND RESTRICTIONS
governing exchanges:
(small solid bullet) The fund you are exchanging into must be
available for sale in your state.
(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.
(small solid bullet) Each fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

The funds may terminate or modify the exchange privileges in the
future.
Other funds may have different exchange restrictions, and may impose
administrative fees of up to 1.00% and trading fees of up to 3.00% of
the amount exchanged. Check each fund's prospectus for details.
ACCOUNT FEATURES AND POLICIES
FEATURES
The following features are available to buy and sell shares of the
funds.
AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account or between accounts. While automatic investment programs
do not guarantee a profit and will not protect you against loss in a
declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term
financial goals. Automatic exchange programs can be a convenient way
to move money between your investments.
AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC ACCOUNT BUILDER
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
MINIMUM FREQUENCY PROCEDURES
$100 MONTHLY OR QUARTERLY (SMALL SOLID BULLET) TO SET UP FOR A NEW ACCOUNT, COMPLETE THE APPROPRIATE SECTION ON
THE FUND APPLICATION.
(SMALL SOLID BULLET) TO SET UP FOR EXISTING ACCOUNTS, CALL 1-800-544-6666 OR VISIT
FIDELITY'S WEB SITE FOR AN APPLICATION.
(SMALL SOLID BULLET) TO MAKE CHANGES, CALL 1-800-544-6666 AT LEAST THREE BUSINESS
DAYS PRIOR TO YOUR NEXT SCHEDULED INVESTMENT DATE.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A
FIDELITY FUND
MINIMUM FREQUENCY PROCEDURES
$100 EVERY PAY PERIOD (SMALL SOLID BULLET) TO SET UP FOR A NEW ACCOUNT, CHECK THE APPROPRIATE BOX ON THE
FUND APPLICATION.
(SMALL SOLID BULLET) TO SET UP FOR AN EXISTING ACCOUNT, CALL 1-800-544-6666 OR VISIT
FIDELITY'S WEB SITE FOR AN AUTHORIZATION FORM.
(SMALL SOLID BULLET) TO MAKE CHANGES YOU WILL NEED A NEW AUTHORIZATION FORM. CALL
1-800-544-6666 OR VISIT FIDELITY'S WEB SITE TO OBTAIN ONE.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY
FUND
MINIMUM FREQUENCY PROCEDURES
$100 MONTHLY, BIMONTHLY, (SMALL SOLID BULLET) TO SET UP, CALL 1-800-544-6666 AFTER BOTH ACCOUNTS ARE OPENED.
QUARTERLY, OR ANNUALLY (SMALL SOLID BULLET) TO MAKE CHANGES, CALL 1-800-544-6666 AT LEAST THREE BUSINESS
DAYS PRIOR TO YOUR NEXT SCHEDULED EXCHANGE DATE.

</TABLE>

The following other features are also available to buy and sell shares
of the funds.
OTHER FEATURES

<TABLE>
<CAPTION>
<S> <C>
WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.
(SMALL SOLID BULLET) YOU MUST SIGN UP FOR THE WIRE FEATURE BEFORE USING IT. COMPLETE THE APPROPRIATE SECTION ON THE
APPLICATION WHEN OPENING YOUR ACCOUNT, OR CALL 1-800-544-7777 TO ADD THE FEATURE AFTER YOUR
ACCOUNT IS OPENED. CALL 1-800-544-7777 BEFORE YOUR FIRST USE TO VERIFY THAT THIS FEATURE IS SET UP
ON YOUR ACCOUNT.

(SMALL SOLID BULLET) TO SELL SHARES BY WIRE, YOU MUST DESIGNATE THE U.S. COMMERCIAL BANK ACCOUNT(S) INTO WHICH YOU
WISH THE REDEMPTION PROCEEDS DEPOSITED.

(SMALL SOLID BULLET) THERE WILL BE A $5.00 FEE FOR EACH WIRE REDEMPTION FOR CASH RESERVES AND U.S. GOVERNMENT
RESERVES.

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
FIDELITY MONEY LINE
TO TRANSFER MONEY BY PHONE BETWEEN YOUR BANK ACCOUNT AND YOUR FUND
ACCOUNT.
(SMALL SOLID BULLET) YOU MUST SIGN UP FOR THE MONEY LINE FEATURE BEFORE USING IT.
COMPLETE THE APPROPRIATE SECTION ON
THE APPLICATION AND THEN CALL 1-800-544-7777 OR VISIT FIDELITY'S WEB SITE BEFORE
YOUR FIRST USE TO
VERIFY THAT THIS FEATURE IS SET UP ON YOUR ACCOUNT.

(SMALL SOLID BULLET) MOST TRANSFERS ARE COMPLETE WITHIN THREE BUSINESS DAYS OF YOUR CALL.

(SMALL SOLID BULLET) MAXIMUM PURCHASE: $100,000

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
FIDELITY ON-LINE XPRESS+(Registered trademark)
TO MANAGE YOUR INVESTMENTS THROUGH YOUR PC.
CALL 1-800-544-7272 OR VISIT FIDELITY'S WEB SITE FOR MORE INFORMATION.
(SMALL SOLID BULLET) FOR ACCOUNT BALANCES AND HOLDINGS;

(SMALL SOLID BULLET) TO REVIEW RECENT ACCOUNT HISTORY;

(SMALL SOLID BULLET) FOR MUTUAL FUND AND BROKERAGE TRADING; AND

(SMALL SOLID BULLET) FOR ACCESS TO RESEARCH AND ANALYSIS TOOLS.

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
FIDELITY WEB XPRESS(registered trademark)
TO ACCESS AND MANAGE YOUR ACCOUNT OVER THE INTERNET AT FIDELITY'S WEB
SITE.
(SMALL SOLID BULLET) FOR ACCOUNT BALANCES AND HOLDINGS;

(SMALL SOLID BULLET) TO REVIEW RECENT ACCOUNT HISTORY;

(SMALL SOLID BULLET) TO OBTAIN QUOTES;

(SMALL SOLID BULLET) FOR MUTUAL FUND AND BROKERAGE TRADING; AND

(SMALL SOLID BULLET) TO ACCESS THIRD-PARTY RESEARCH ON COMPANIES, STOCKS, MUTUAL FUNDS AND THE MARKET.

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
TOUCHTONE XPRESS
TO ACCESS AND MANAGE YOUR ACCOUNT AUTOMATICALLY BY PHONE.
CALL 1-800-544-5555
(SMALL SOLID BULLET) FOR ACCOUNT BALANCES AND HOLDINGS;

(SMALL SOLID BULLET) FOR MUTUAL FUND AND BROKERAGE TRADING;

(SMALL SOLID BULLET) TO OBTAIN QUOTES;

(SMALL SOLID BULLET) TO REVIEW ORDERS AND MUTUAL FUND ACTIVITY; AND

(SMALL SOLID BULLET) TO CHANGE YOUR PERSONAL IDENTIFICATION NUMBER (PIN).

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
CHECKWRITING
TO REDEEM SHARES FROM YOUR ACCOUNT.
(SMALL SOLID BULLET) TO SET UP, COMPLETE THE APPROPRIATE SECTION ON THE APPLICATION.

(SMALL SOLID BULLET) ALL ACCOUNT OWNERS MUST SIGN A SIGNATURE CARD TO RECEIVE A CHECKBOOK.

(SMALL SOLID BULLET) YOU MAY WRITE AN UNLIMITED NUMBER OF CHECKS.

(SMALL SOLID BULLET) MINIMUM CHECK AMOUNT: $500.

(SMALL SOLID BULLET) DO NOT TRY TO CLOSE OUT YOUR ACCOUNT BY CHECK.

(SMALL SOLID BULLET) TO OBTAIN MORE CHECKS, CALL FIDELITY AT 1-800-544-6666.

</TABLE>

POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).
(small solid bullet) Financial reports (every six months).
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in a fund. Call Fidelity if you need additional
copies of financial reports, prospectuses or historical account
information.
Electronic copies of most financial reports and prospectuses are
available at Fidelity's Web site. To participate in Fidelity's
electronic delivery program, call Fidelity or visit Fidelity's Web
site for more information.
You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions.
When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.
Fidelity may deduct an ANNUAL MAINTENANCE FEE of $12.00 from accounts
with a value of less than $2,500, subject to an annual maximum charge
of $24.00 per shareholder. It is expected that accounts will be valued
on the second Friday in November of each year. Accounts opened after
September 30 will not be subject to the fee for that year. The fee,
which is payable to Fidelity, is designed to offset in part the
relatively higher costs of servicing smaller accounts. This fee will
not be deducted from Fidelity brokerage accounts, retirement accounts
(except non-prototype retirement accounts), accounts using regular
investment plans, or if total assets with Fidelity exceed $30,000.
Eligibility for the $30,000 waiver is determined by aggregating
accounts with Fidelity maintained by Fidelity Service Company, Inc. or
FBSI which are registered under the same social security number or
which list the same social security number for the custodian of a
Uniform Gifts/Transfers to Minors Act account.
If your ACCOUNT BALANCE falls below $2,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV on the day your account is closed.
Fidelity may charge a FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Each fund earns interest, dividends and other income from its
investments, and distributes this income (less expenses) to
shareholders as DIVIDENDS. Each fund may also realize capital gains
from its investments, and distributes these gains (less losses), if
any, to shareholders as CAPITAL GAINS DISTRIBUTIONS.
Distributions you receive from each fund consist primarily of
dividends. Each fund normally declares dividends daily and pays them
monthly.
EARNING DIVIDENDS
Shares begin to earn dividends on the first business day following the
day of purchase.
Shares earn dividends until, but not including, the next business day
following the day of redemption.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each fund's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gains
distributions, if any, will be automatically reinvested in additional
shares of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. CASH OPTION. Your dividends and capital gains distributions, if
any, will be paid in cash.
3. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in shares of another identically
registered Fidelity fund. Your capital gains distributions, if any,
will be automatically invested in shares of another identically
registered Fidelity fund, automatically reinvested in additional
shares of the fund, or paid in cash.
Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, call Fidelity.
If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.
TAX CONSEQUENCES
As with any investment, your investment in a fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
Distributions you receive from each fund are subject to federal income
tax, and may also be subject to state or local taxes.
For federal tax purposes, each fund's dividends and distributions of
short-term capital gains are taxable to you as ORDINARY INCOME. Each
fund's distributions of long-term capital gains, if any, are taxable
to you generally as CAPITAL GAINS at a rate based on how long the
securities were held.
Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash or to invest
distributions automatically in shares of another Fidelity fund, you
will receive certain December distributions in January, but those
distributions will be taxable as if you received them on December 31.
FUND SERVICES

FUND MANAGEMENT
Each fund is a MUTUAL FUND, an investment that pools shareholders'
money and invests it toward a specified goal.
Fidelity Management & Research Company is each fund's MANAGER.
[As of December 31, 1998, FMR had $__ billion in discretionary assets
under management.]
As the manager, FMR is responsible for choosing the funds' investments
and handling their business affairs.
Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, is an affiliate of FMR and serves as sub-adviser for each
fund. [As of December 31, 1998, FIMM had $____ in discretionary assets
under management.] FIMM is primarily responsible for choosing
investments for each fund.
A fund could be adversely affected if the computer systems used by FMR
and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised each fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on a fund.
Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.
Each fund pays a MANAGEMENT FEE to FMR.
The management fee is calculated and paid to FMR every month.
The fee for each fund is calculated by adding a GROUP FEE rate to an
INDIVIDUAL FUND FEE rate, dividing by twelve and multiplying the
result by the fund's average net assets throughout the month, and then
adding an INCOME-BASED FEE.
The income-based fee is 6% of the fund's monthly gross income in
excess of an annualized 5% yield, but it cannot rise above an annual
rate of 0.24% of the fund's average net assets throughout that month.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.
For November 1998, the group fee rate was __% . The individual fund
fee rate is __% for each fund.
The total management fee for the fiscal year ended November 30, 1998
was __% of the fund's average net assets for Cash Reserves and __% of
the fund's average net assets for U.S. Government Reserves.
FMR pays FIMM for providing assistance with investment advisory
services.
FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a fund if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be terminated by FMR at any time, can decrease
a fund's expenses and boost its performance.
FUND DISTRIBUTION
FDC distributes each fund's shares.
Each fund has adopted a Distribution and Service Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 that recognizes that
FMR may use its management fee revenues, as well as its past profits
or its resources from any other source, to pay FDC for expenses
incurred in connection with providing services intended to result in
the sale of fund shares and/or shareholder support services. FMR,
directly or through FDC, may pay intermediaries, such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees of each fund has authorized
such payments.
To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.
FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of a fund, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.
No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this Prospectus and in the related
Statement of Additional Information (SAI), in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC. This Prospectus and the related SAI do
not constitute an offer by the funds or by FDC to sell or to buy
shares of the funds to any person to whom it is unlawful to make such
offer.
FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand each
fund's financial history for the past 5 years. Certain information
reflects financial results for a single fund share. Total returns for
each period include the reinvestment of all dividends and
distributions. This information has been audited by ___________,
independent accountants, whose report, along with each fund's
financial highlights and financial statements, are included in each
fund's Annual Report. A free copy of each Annual Report is available
upon request.

[Financial Highlights to be filed by subsequent amendment.]
You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and
its investments. The SAI is incorporated herein by reference
(legally forms a part of the prospectus). Each fund's annual and
semi-annual reports include a discussion of recent market conditions
and the fund's investment strategies, performance and holdings.
For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-544-8888 or visit Fidelity's Web site at www.fidelity.com.
The SAI, the funds' annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-2890
Fidelity Investments & (Pyramid) Design, Fidelity, Fidelity
Investments, Goal Planner, TouchTone Xpress, Fidelity Money Line,
Fidelity Automatic Account Builder, Fidelity On-Line Xpress+, Fidelity
Web Xpress, and Directed Dividends are registered trademarks of FMR
Corp.
Fidelity GoalPlanner and Portfolio Advisory Services are service marks
of FMR Corp.
The third party marks appearing above are the marks of their
respective owners.
Insert item code number. CAS/FUS-pro-0199
FIDELITY CASH RESERVES
FIDELITY U.S. GOVERNMENT RESERVES
FUNDS OF FIDELITY PHILLIPS STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 1 9, 1999
This Statement of Additional Information (SAI) is not a prospectus.
Portions of the funds' Annual Reports are incorporated herein. The
Annual Reports are supplied with this SAI.
To obtain a free additional copy of the Prospectus, dated January
19, 1999, or an Annual Report, please call Fidelity(registered
trademark) at 1-800-544-8888 or visit Fidelity's Web site at
www.fidelity.com.
TABLE OF CONTENTS PAGE

INVESTMENT POLICIES AND LIMITATIONS 15

PORTFOLIO TRANSACTIONS 18

VALUATION 18

PERFORMANCE 19

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION 22

DISTRIBUTIONS AND TAXES 22

TRUSTEES AND OFFICERS 22

CONTROL OF INVESTMENT ADVISERS 22

MANAGEMENT CONTRACTS 19

DISTRIBUTION SERVICES 27

TRANSFER AND SERVICE AGENT AGREEMENTS 27

DESCRIPTION OF THE TRUST 27

FINANCIAL STATEMENTS 28

APPENDIX 28

CAS/FUS-ptb- 0199
(fidelity_logo_graphic) 82 Devonshire Street, Boston, MA 02109
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in
the Prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of a fund's assets that may
be invested in any security or other asset, or sets forth a policy
regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of the fund's
acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets, or other circumstances will
not be considered when determining whether the investment complies
with the fund's investment policies and limitations.
A fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the
1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval.
INVESTMENT LIMITATIONS OF FIDELITY CASH RESERVES
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations
issued or guaranteed as to principal and interest by the United States
government, its agencies or instrumentalities) if, as a result, more
than 5% of its total assets would be invested in the securities of
such issuer, provided however, that with respect to 25% of its total
assets, 10% of its total assets may be invested in the securities of
any single issuer;
(2) issue senior securities, except in connection with the
insurance program established by the fund pursuant to an exemptive
order issued by the Securities and Exchange Commission or as otherwise
permitted under the Investment Company Act of 1940;
(3) purchase securities on margin (but the fund may obtain such
credits as may be necessary for the clearance of purchases and sales
of securities);
(4) borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and
(ii) engage in reverse repurchase agreements for any purpose; provided
that (i) and (ii) in combination do not exceed 33 1/3% of the fund's
total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed this amount will
be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with the 33 1/3% limitation;
(5) act as an underwriter (except as it may be deemed such in a sale
of restricted securities);
(6) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities in the same industry, except that the
fund will invest more than 25% of its total assets in the financial
services industry;
(7) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(8) buy or sell commodities or commodity (futures) contracts;
(9) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limit does not apply to purchases of debt securities or to
repurchase agreements;
(10) invest in oil, gas, or other mineral exploration or development
programs; or
(11) invest in companies for the purpose of exercising control or
management.
(12) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objectives, policies, and limitations as
the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to purchase a security
(other than obligations issued or guaranteed as to principal and
interest by the U.S. government, its agencies or instrumentalities)
if, as a result, more than 5% of its total assets would be invested in
securities of a single issuer; provided the fund may invest up to 10%
of its total assets in the first tier securities of a single issuer
for up to three business days and in the securities of money market
funds.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party. The fund will not purchase any
security while borrowings (excluding reverse repurchase agreements)
representing more than 5% of its total assets are outstanding. The
fund will not borrow from other funds advised by FMR or its affiliates
if total outstanding borrowings immediately after such borrowing would
exceed 15% of the fund's total assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This
limitation does not apply to purchases of debt securities or to
repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies,
and limitations as the fund.
For purposes of limitations (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets was invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
INVESTMENT LIMITATIONS OF FIDELITY U.S. GOVERNMENT RESERVES
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(1) purchase the securities of any issuer (other than obligations
issued or guaranteed as to principal and interest by the government of
the United States, its agencies or instrumentalities) if, as a result,
more than 5% of its total assets would be invested in the securities
of such issuer;
(2) issue senior securities, except in connection with the
insurance program established by the fund pursuant to an exemptive
order issued by the Securities and Exchange Commission or as otherwise
permitted under the Investment Company Act of 1940;
(3) purchase securities on margin (but the fund may obtain such
credits as may be necessary for the clearance of purchases and sales
of securities);
(4) borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and
(ii) engage in reverse repurchase agreements for any purpose; provided
that (i) and (ii) in combination do not exceed 33 1/3% of the fund's
total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed this amount will
be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with the 33 1/3% limitation;
(5) act as an underwriter (except as it may be deemed such in a sale
of restricted securities);
(6) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(7) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(8) buy or sell commodities or commodity (futures) contracts;
(9) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements;
(10) invest in oil, gas, or other mineral exploration or developmental
programs; or
(11) invest in companies for the purpose of exercising control or
management.
(12) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to purchase the voting
securities of any issuer.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party. The fund will not purchase any
security while borrowings (excluding reverse repurchase agreements)
representing more than 5% of its total assets are outstanding. The
fund will not borrow from other funds advised by FMR or its affiliates
if total outstanding borrowings immediately after such borrowing would
exceed 15% of the fund's total assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund does not currently intend to make loans, but this
limitation does not apply to purchases of debt securities or to
repurchase agreements.
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies,
and limitations as the fund.
For purposes of limitation (1), certain securities subject to
guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets was invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. FMR may not buy all of these instruments or use all of these
techniques unless it believes that doing so will help the fund achieve
its goal.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC), the Board of Trustees
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.
ASSET-BACKED SECURITIES represent interests in pools of
mortgages, loans, receivables or other assets. Payment of interest and
repayment of principal may be largely dependent upon the cash flows
generated by the assets backing the securities and, in certain cases,
supported by letters of credit, surety bonds, or other credit
enhancements. Asset-backed security values may also be affected by
other factors including changes in interest rates, the availability of
information concerning the pool and its structure, the
creditworthiness of the servicing agent for the pool, the originator
of the loans or receivables, or the entities providing the credit
enhancement. In addition, these securities may be subject to
prepayment risk.
BORROWING. Each fund may borrow from banks or from other funds
advised by FMR or its affiliates, or through reverse repurchase
agreements, and may make additional investments while borrowings are
outstanding.
CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of their investments.
DOMESTIC AND FOREIGN INVESTMENTS include U.S.
dollar-denominated time deposits, certificates of deposit, and
bankers' acceptances of U.S. banks and their branches located outside
of the United States, U.S. branches and agencies of foreign banks, and
foreign branches of foreign banks. Domestic and foreign investments
may also include U.S. dollar-denominated securities issued or
guaranteed by other U.S. or foreign issuers, including U.S. and
foreign corporations or other business organizations, foreign
governments, foreign government agencies or instrumentalities, and
U.S. and foreign financial institutions, including savings and loan
institutions, insurance companies, mortgage bankers, and real estate
investment trusts, as well as banks.
The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or
may be limited by the terms of a specific obligation and by
governmental regulation. Payment of interest and repayment of
principal on these obligations may also be affected by governmental
action in the country of domicile of the branch (generally referred to
as sovereign risk). In addition, evidence of ownership of portfolio
securities may be held outside of the United States and a fund may be
subject to the risks associated with the holding of such property
overseas. Various provisions of federal law governing the
establishment and operation of U.S. branches do not apply to foreign
branches of U.S. banks.
Obligations of U.S. branches and agencies of foreign banks may be
general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by
federal and state regulation, as well as by governmental action in the
country in which the foreign bank has its head office.
Obligations of foreign issuers involve certain additional risks. These
risks may include future unfavorable political and economic
developments, withholding taxes, seizures of foreign deposits,
currency controls, interest limitations, or other governmental
restrictions that might affect repayment of principal or
payment of interest, or the ability to honor a credit
commitment. Additionally, there may be less public information
available about foreign entities. Foreign issuers may be subject to
less governmental regulation and supervision than U.S. issuers.
Foreign issuers also generally are not bound by uniform accounting,
auditing, and financial reporting requirements comparable to those
applicable to U.S. issuers.
ILLIQUID SECURITIES cannot be sold or disposed of in the
ordinary course of business at approximately the prices at which they
are valued. Difficulty in selling securities may result in a loss or
may be costly to a fund. Under the supervision of the Board of
Trustees, FMR determines the liquidity of a fund's investments and,
through reports from FMR, the Board monitors investments in illiquid
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
market and (4) the nature of the security and the market in which it
trades (including any demand, put or tender features, the mechanics
and other requirements for transfer, any letters of credit or other
credit enhancement features, any ratings, the number of holders, the
method of soliciting offers, the time required to dispose of the
security, and the ability to assign or offset the rights and
obligations of the security).
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and borrow
money from, other funds advised by FMR or its affiliates. A fund will
borrow through the program only when the costs are equal to or lower
than the costs of bank loans and will lend through the program only
when the returns are higher than those available from an investment in
repurchase agreements. Interfund loans and borrowings normally
extend overnight, but can have a maximum duration of seven days. Loans
may be called on one day's notice. A fund may have to borrow from a
bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a
lost investment opportunity or additional borrowing costs.
INVESTMENT-GRADE DEBT SECURITIES. Investment-grade debt securities
are medium and high-quality securities. Some may possess speculative
characteristics and may be more sensitive to economic changes and to
changes in the financial conditions of issuers. A debt security is
considered to be investment-grade if it is rated investment-grade by
Moody's Investors Service, Standard & Poor's, Duff & Phelps Credit
Rating Co., or Fitch IBCA Inc., or is unrated but considered to be of
equivalent quality by FMR.
MONEY MARKET INSURANCE. Each fund participates in a mutual
insurance company solely with other funds advised by FMR or its
affiliates. This company provides insurance coverage for losses on
certain money market instruments held by a participating fund
(eligible instruments), including losses from nonpayment of principal
or interest or a bankruptcy or insolvency of the issuer or credit
support provider, if any. The insurance does not cover losses
resulting from changes in interest rates or other market developments.
Each fund is charged an annual premium for the insurance coverage and
may be subject to a special assessment of up to approximately two and
one-half times the fund's annual gross premium if covered losses
exceed certain levels. A participating fund may recover no more than
$100 million annually, including all other claims of insured funds,
and may only recover if the amount of the loss exceeds 0.30% of its
eligible instruments. Each fund may incur losses regardless of the
insurance.
MONEY MARKET SECURITIES are high-quality, short-term obligations.
Money market securities may be structured to be , or may employ
a trust or other form so that they are, eligible investments
for money market funds. For example, put features can be used to
modify the maturity of a security or interest rate adjustment features
can be used to enhance price stability. If a structure fails to
function as intended, adverse tax or investment consequences may
result. Neither the Internal Revenue Service (IRS) nor any other
regulatory authority has ruled definitively on certain legal issues
presented by certain structured securities. Future tax or other
regulatory determinations could adversely affect the value, liquidity,
or tax treatment of the income received from these securities or the
nature and timing of distributions made by the funds.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
or private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be issued in anticipation of future revenues and may be
backed by the full taxing power of a municipality, the revenues from a
specific project, or the credit of a private organization. The value
of some or all municipal securities may be affected by uncertainties
in the municipal market related to legislation or litigation involving
the taxation of municipal securities or the rights of municipal
securities holders. A municipal security may be owned directly
or through a participation interest.
PUT FEATURES entitle the holder to sell a security back to the issuer
or a third party at any time or at specified intervals. In exchange
for this benefit, a fund may accept a lower interest rate. Securities
with put features are subject to the risk that the put provider is
unable to honor the put feature (purchase the security). Put providers
often support their ability to buy securities on demand by obtaining
letters of credit or other guarantees from other entities. Demand
features, standby commitments, and tender options are types of put
features.
REPURCHASE AGREEMENTS involve an agreement to purchase a
security and to sell that security back to the original seller at an
agreed-upon price. The resale price reflects the purchase price plus
an agreed-upon incremental amount which is unrelated to the coupon
rate or maturity of the purchased security. As protection against the
risk that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The funds will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR.
RESTRICTED SECURITIES a re subject to legal restrictions on their
sale. Difficulty in selling securities may result in a loss or be
costly to a fund. Restricted securities generally can be sold in
privately negotiated transactions, pursuant to an exemption from
registration under the Securities Act of 1933, or in a registered
public offering. Where registration is required, the holder of a
registered security may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted
to sell a security under an effective registration statement. If,
during such a period, adverse market conditions were to develop,
the holder might obtain a less favorable price than prevailed
when it decided to seek registration of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of fund assets and a fund's
yield and may be viewed as a form of leverage.
SHORT SALES "AGAINST THE BOX" are short sales of securities that
a fund owns or has the right to obtain (equivalent in kind or
amount to the securities sold short). Short sales against the box
could be used to protect the net asset value per share (NAV) of
the fund in anticipation of increased interest rates, without
sacrificing the current yield of the securities sold short. If a fund
enters into a short sale against the box, it will be required to set
aside securities equivalent in kind and amount to the securities sold
short (or securities convertible or exchangeable into such securities)
and will be required to hold such securities while the short sale is
outstanding. The fund will incur transaction costs in connection with
opening and closing short sales against the box.
SOURCES OF CREDIT OR LIQUIDITY SUPPORT. I ssuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. FMR may rely on its evaluation of the credit or
liquidity enhancement provider in determining whether to purchase a
security supported by such enhancement. In evaluating the credit of a
foreign bank or other foreign entities, FMR will consider whether
adequate public information about the entity is available and whether
the entity may be subject to unfavorable political or economic
developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment. Changes in the
credit quality of the entity providing the enhancement could affect
the value of the security or a fund's share price.
STRIPPED SECURITIES are the separate income or principal
components of a debt security. The risks associated with stripped
securities are similar to those of other money market securities,
although stripped securities may be more volatile. U.S. Treasury
securities that have been stripped by a Federal Reserve Bank are
obligations issued by the U.S. Treasury.
Privately stripped government securities are created when a dealer
deposits a U.S. Treasury security or other U.S. Government security
with a custodian for safekeeping. The custodian issues separate
receipts for the coupon payments and the principal payment, which the
dealer then sells.
Because the SEC does not consider privately stripped government
securities to be U.S. Government securities for purposes of Rule 2a-7,
a fund must evaluate them as it would non-government securities
pursuant to regulatory guidelines applicable to money market funds.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate. Some
variable or floating rate securities are structured with put
features that permit holders to demand payment of the unpaid principal
balance plus accrued interest from the issuers or certain financial
intermediaries.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS
involve a commitment to purchase or sell specific securities at a
predetermined price or yield in which payment and delivery take place
after the customary settlement period for that type of security.
Typically, no interest accrues to the purchaser until the security is
delivered.
When purchasing securities pursuant to one of these transactions,
the purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, the fund does not
participate in further gains or losses with respect to the security.
If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a fund could miss a favorable price or
yield opportunity or suffer a loss.
A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed
on behalf of each fund by FMR pursuant to authority contained in the
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and
investmen t accounts for which it or its affiliates act as
investment adviser. In selecting broker-dealers, subject to applicable
limitations of the federal securities laws, FMR considers various
relevant factors, including, but not limited to: the size and type of
the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and, if applicable, arrangements
for payment of fund expenses.
If FMR grants investment management authority to a sub-adviser (see
the section entitled "Management Contracts"), that sub-adviser is
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described
above.
Each fund may execute portfolio transactions with
broker-dealers who provide research and execution services to the fund
or other investment accounts over which FMR or its affiliates
exercise investment discretion. Such services may include advice
concerning the value of securities; the advisability of investing in,
purchasing, or selling securities; and the availability of securities
or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio
strategy, and performance of investment accounts; and effect
securities transactions and perform functions incidental thereto (such
as clearance and settlement).
For transactions in fixed-income securities, FMR's selection of
broker-dealers is generally based on the availability of a security
and its price and, to a lesser extent, on the overall quality of
execution and other services, including research, provided by the
broker-dealer.
The receipt of research from broker-dealers that execute transactions
on behalf of a fund may be useful to FMR in rendering investment
management services to that fund or its other clients, and
conversely, such research provided by broker-dealers who have executed
transaction orders on behalf of other FMR clients may be useful to FMR
in carrying out its obligations to a fund. The receipt of such
research has not reduced FMR's normal independent research activities;
however, it enables FMR to avoid the additional expenses that could be
incurred if FMR tried to develop comparable information through its
own efforts.
Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.
Subject to applicable limitations of the federal securities laws, a
fund may pay a broker-dealer commissions for agency
transactions that are in excess of the amount of commissions charged
by other broker-dealers in recognition of their research and execution
services. In order to cause a fund to pay such higher commissions, FMR
must determine in good faith that such commissions are reasonable in
relation to the value of the brokerage and research services provided
by such executing broker-dealers, viewed in terms of a particular
transaction or FMR's overall responsibilities to that fund or
its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation
should be related to those services.
To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use the research services of brokerage and
other firms that have provided such assistance. FMR may use research
services provided by and place agency transactions with National
Financial Services Corporation (NFSC) and Fidelity Brokerage Services
Japan LLC (FBSJ), indirect subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services. Prior to December 9, 1997, FMR used research services
provided by and placed agency transactions with Fidelity Brokerage
Services (FBS), an indirect subsidiary of FMR Corp.
FMR may allocate brokerage transactions to broker-dealers
(including affiliates of FMR) who have entered into arrangements with
FMR under which the broker-dealer allocates a portion of the
commissions paid by a fund toward the reduction of that fund's
expenses. The transaction quality must, however, be comparable to
those of other qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for investmen t accounts which they or their affiliates manage,
unless certain requirements are satisfied. Pursuant to such
requirements, the Board of Trustees has authorized NFSC to execute
portfolio transactions on national securities exchanges in accordance
with approved procedures and applicable SEC rules.
The Trustees of each fund periodically review FMR's
performance of its responsibilities in connection with the placement
of portfolio transactions on behalf of the fund and review the
commissions paid by the fund over representative periods of time to
determine if they are reasonable in relation to the benefits to the
fund.
[For the fiscal years ended November 1998, 1997, and 1996, the
funds paid [no] brokerage commissions [of $___].]
[For the fiscal year ended November, 1998 the funds paid [no]
brokerage commissions [of $___] to firms that provided research
services.]
The Trustees of each fund have approved procedures in conformity
with Rule 10f-3 under the 1940 Act whereby a fund may purchase
securities that are offered in underwritings in which an affiliate of
FMR participates. These procedures prohibit the funds from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the funds could purchase in the underwriting.
From time to time the Trustees will review whether the recapture for
the benefit of the funds of some portion of the brokerage commissions
or similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at
present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are
available and are legally permissible and, if so, to determine in the
exercise of their business judgment whether it would be advisable for
each fund to seek such recapture.
Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR or its affiliates,
investment decisions for each fund are made independently from those
of other funds managed by FMR or investment accounts managed by FMR
affiliates. It sometimes happens that the same security is held in the
portfolio of more than one of these funds or investmen t
accounts. Simultaneous transactions are inevitable when several funds
and investment accounts are managed by the same investment
adviser, particularly when the same security is suitable for the
investment objective of more than one fund or investment
account.
When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to
participate in volume transactions will produce better executions and
prices for the funds. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to each fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
VALUATION
Each fund's NAV is the value of a single share. The NAV of each
fund is computed by adding the value of the fund's investments, cash,
and other assets, subtracting its liabilities, and dividing the result
by the number of shares outstanding.
Portfolio securities and other assets are valued on the basis of
amortized cost. This technique involves initially valuing an
instrument at its cost as adjusted for amortization of premium or
accretion of discount rather than its current market value. The
amortized cost value of an instrument may be higher or lower than the
price a fund would receive if it sold the instrument.
Securities of other open-end investment companies are valued at their
respective NAVs.
At such intervals as they deem appropriate, the Trustees consider the
extent to which NAV calculated by using market valuations would
deviate from the $1.00 per share calculated using amortized cost
valuation. If the Trustees believe that a deviation from a fund's
amortized cost per share may result in material dilution or other
unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or
reduce, to the extent reasonably practicable, the dilution or unfair
results. Such corrective action could include selling portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends; redeeming
shares in kind; establishing NAV by using available market quotations;
and such other measures as the Trustees may deem appropriate.
PERFORMANCE
A fund may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is
not intended to indicate future returns. Each fund's yield and total
return fluctuate in response to market conditions and other factors.
YIELD CALCULATIONS.To compute the yield for a fund for a
period, the net change in value of a hypothetical account containing
one share reflects the value of additional shares purchased with
dividends from the one original share and dividends declared on both
the original share and any additional shares. The net change is then
divided by the value of the account at the beginning of the period to
obtain a base period return. This base period return is annualized to
obtain a current annualized yield. A fund also may calculate an
effective yield by compounding the base period return over a one-year
period. In addition to the current yield, a fund may quote yields in
advertising based on any historical seven-day period. Yields for a
fund are calculated on the same basis as other money market funds,
as required by applicable regulation.
Yield information may be useful in reviewing a fund's performance and
in providing a basis for comparison with other investment
alternatives. However, a fund's yield fluctuates, unlike
investments that pay a fixed interest rate over a stated period of
time. When comparing investment alternatives, investors should also
note the quality and maturity of the portfolio securities of
respective investment companies they have chosen to consider.
Investors should recognize that in periods of declining interest rates
a fund's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a fund's yield will
tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to a fund from the continuous sale of its
shares will likely be invested in instruments producing lower yields
than the balance of the fund's holdings, thereby reducing a
fund's current yield. In periods of rising interest rates, the
opposite can be expected to occur.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of a fund's return, including the effect of reinvesting
dividends and capital gain distributions, and any change in a fund's
NAV over a stated period. A cumulative total return reflects actual
performance over a stated period of time. Average annual total
returns are calculated by determining the growth or decline in value
of a hypothetical historical investment in a fund over a stated
period, and then calculating the annually compounded percentage rate
that would have produced the same result if the rate of growth or
decline in value had been constant over the period. For example, a
cumulative total return of 100% over ten years would produce an
average annual total return of 7.18%, which is the steady annual rate
of return that would equal 100% growth on a compounded basis in ten
years. While average annual total returns are a convenient means of
comparing investment alternatives, investors should realize that a
fund's performance is not constant over time, but changes from year to
year, and that average annual total returns represent averaged figures
as opposed to the actual year-to-year performance of a fund.
In addition to average annual total returns, a fund may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Average annual and
cumulative total returns may be quoted as a percentage or as a dollar
amount, and may be calculated for a single investment, a series of
investments, or a series of redemptions, over any time period. Total
returns may be broken down into their components of income and capital
(including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions
to total return. Total returns may be quoted on a before-tax or
after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
CALCULATING HISTORICAL FUND RESULTS. The following table shows
performance for each fund calculated including certain fund
expenses.
HISTORICAL FUND RESULTS. The following table shows each fund's 7-day
yield, and total return for the period ended November 30, 1998.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
AVERAGE ANNUAL TOTAL RETURNS CUMULATIVE TOTAL RETURNS

THIRTY-/SEVE ONE FIVE TEN ONE FIVE TEN
N-DAY YEAR YEARS YEARS YEAR YEARS YEARS
YIELD

CASH RESERVES % % % % % %

U.S. GOVERNMENT
RESERVES

</TABLE>

Note: If FMR had not reimbursed certain fund expenses during these
periods, U.S. Government Reserves' total returns would have been
lower.
The following table shows the income and capital elements of each
fund's cumulative total return. The table compares each fund's return
to the record of the Standard & Poor's 500 Index (S&P 500), the Dow
Jones Industrial Average (DJIA), and the cost of living, as measured
by the Consumer Price Index (CPI), over the same period. The CPI
information is as of the month-end closest to the initial investment
date for each fund. The S&P 500 and DJIA comparisons are provided to
show how each fund's total return compared to the record of a broad
unmanaged index of common stocks and a narrower set of stocks of major
industrial companies, respectively, over the same period. Because each
fund invests in short-term fixed-income securities, common stocks
represent a different type of investment from the funds. Common stocks
generally offer greater growth potential than the funds, but generally
experience greater price volatility, which means greater potential for
loss. In addition, common stocks generally provide lower income than
fixed-income investments such as the funds. The S&P 500 and DJIA
returns are based on the prices of unmanaged groups of stocks and,
unlike each fund's returns, do not include the effect of brokerage
commissions or other costs of investing.
The following tables show the growth in value of a hypothetical
$10,000 investment in each fund during the 10-year period ended
November 30, 1998 , assuming all distributions were reinvested.
T otal returns are based on past results and are not an indication
of future performance. Tax consequences of different investments
have not been factored into the figures below.

During the 10-year period ended November 30, 1998 , a
hypothetical $10,000 investment in Cash Reserves would have grown to
$______.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CASH RESERVES INDEXES

FISCAL YEAR VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
ENDED INITIAL REINVESTED REINVESTED VALUE LIVING
NOVEMBER 30 $10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $10,000 $ $ 0 $ $ $ $

1997 $10,000 $ 7,375 $ 0 $ 17,375 $ 55,623 $ 57,303 $ 13,995

1996 $10,000 $ 6,500 $ 0 $ 16,500 $ 43,282 $ 46,910 $ 13,744

1995 $10,000 $ 5,688 $ 0 $ 15,688 $ 33,851 $ 35,730 $ 13,310

1994 $10,000 $ 4,846 $ 0 $ 14,846 $ 24,712 $ 25,688 $ 12,990

1993 $10,000 $ 4,311 $ 0 $ 14,311 $ 24,457 $ 24,627 $ 12,634

1992 $10,000 $ 3,899 $ 0 $ 13,899 $ 22,213 $ 21,471 $ 12,305

1991 $10,000 $ 3,377 $ 0 $ 13,377 $ 18,745 $ 18,258 $ 11,941

1990 $10,000 $ 2,593 $ 0 $ 12,593 $ 15,575 $ 15,610 $ 11,594

1989 $10,000 $ 1,674 $ 0 $ 11,674 $ 16,137 $ 15,875 $ 10,910

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Cash
Reserves on November 30, 1988 , the net amount invested in fund
shares was. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $______ . If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted to $______ for d ividends. [The fund did not
distribute any capital gains during the period.]
During the 10-year period ended November 30, 1998, a
hypothetical $10,000 investment in U.S. Government Reserves would have
grown to $ ______.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT RESERVES INDEXES

YEAR ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
NOVEMBER 30 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $10,000 $ $ 0 $ $ $ $

1997 $10,000 $ 7,067 $ 0 $ 17,067 $ 55,623 $ 57,303 $ 13,995

1996 $10,000 $ 6,214 $ 0 $ 16,214 $ 43,282 $ 46,910 $ 13,744

1995 $10,000 $ 5,425 $ 0 $ 15,425 $ 33,851 $ 35,730 $ 13,310

1994 $10,000 $ 4,607 $ 0 $ 14,607 $ 24,712 $ 25,688 $ 12,990

1993 $10,000 $ 4,094 $ 0 $ 14,094 $ 24,457 $ 24,627 $ 12,634

1992 $10,000 $ 3,737 $ 0 $ 13,737 $ 22,213 $ 21,471 $ 12,305

1991 $10,000 $ 3,263 $ 0 $ 13,263 $ 18,745 $ 18,258 $ 11,941

1990 $10,000 $ 2,528 $ 0 $ 12,528 $ 15,575 $ 15,610 $ 11,594

1989 $10,000 $ 1,627 $ 0 $ 11,627 $ 16,137 $ 15,875 $ 10,910

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in U.S.
Government Reserves on November 30, 1988 , the net amount
invested in fund shares was. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $______ for
dividends. [The fund did not distribute any capital gains during the
period.]
PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Analytical Services, Inc.
(Lipper), an independent service located in Summit, New Jersey that
monitors the performance of mutual funds. Generally, Lipper rankings
are based on total return, assume reinvestment of distributions, do
not take sales charges or trading fees into consideration, and are
prepared without regard to tax consequences. Lipper may also rank
based on yield. In addition to the mutual fund rankings, a fund's
performance may be compared to stock, bond, and money market mutual
fund performance indexes prepared by Lipper or other
organizations. When comparing these indexes , it is important to
remember the risk and return characteristics of each type of
investment. For example, while stock mutual funds may offer higher
potential returns, they also carry the highest degree of share price
volatility. Likewise, money market funds may offer greater stability
of principal, but generally do not offer the higher potential returns
available from stock mutual funds.
From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, a fund may quote Morningstar, Inc. in
its advertising materials. Morningstar, Inc. is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising.
A fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For
example, a fund may offer greater liquidity or higher potential
returns than CDs, a fund does not guarantee your principal or your
return, and fund shares are not FDIC insured.
Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different
indexes.
Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates total returns in
the same method as the funds. The funds may also compare performance
to that of other compilations or indexe s that may be developed
and made available in the future.
A money marke t fund may compare its performance or the
performance of securities in which it may invest to averages published
by IBC Financial Data, Inc. of Ashland, Massachusetts. These averages
assume reinvestment of distributions. IBC's MONEY FUND REPORT
AVERAGES(trademark)/All Taxable, which is reported in IBC's MONEY FUND
REPORT(trademark), covers over ___ taxable money market funds.
In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals; and
charitable giving. In addition, Fidelity may quote or reprint
financial or business publications and periodicals as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products. Fidelity may also reprint, and use as advertising and
sales literature, articles from Fidelity Focus(Registered trademark),
a quarterly magazine provided free of charge to Fidelity fund
shareholders.
A fund may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote its current portfolio manager.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which
may produce superior after-tax returns over time. For example, a
$1,000 investment earning a taxable return of 10% annually would have
an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent
tax-deferred investment would have an after-tax value of $2,100 after
ten years, assuming tax was deducted at a 31% rate from the
tax-deferred earnings at the end of the ten-year period.
As of November 30, 1998, FMR advised over $__ billion in municipal
fund assets, $__ billion in taxable fixed-income fund assets, $__
in money market fund assets, $___ billion in equity fund
assets, $__ billion in international fund assets, and $___ billion
in Spartan fund assets. The funds may reference the growth and variety
of money market mutual funds and the adviser's innovation and
participation in the industry. The equity funds under management
figure represents the largest amount of equity fund assets under
management by a mutual fund investment adviser in the United States,
making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
Cash Reserves may be advertised as an investment choice under the
Fidelity College Savings Plan mutual fund option. Advertising may
contain illustrations of projected future college costs based on
assumed rates of inflation and examples of hypothetical performance.
Advertising for the Fidelity College Savings Plan mutual fund option
may be used in conjunction with advertising for the Fidelity College
Savings Plan brokerage option, a product offered through Fidelity
Brokerage Services, Inc.
In addition to performance rankings, a fund may compare its total
expense ratio to the average total expense ratio of similar funds
tracked by Lipper. A fund's total expense ratio is a significant
factor in comparing bond and money market investments because of its
effect on yield.
ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are
valued in computing each fund's NAV. Shareholders receiving securities
or other property on redemption may realize a gain or loss for tax
purposes, and will incur any costs of sale, as well as the associated
inconveniences.
DISTRIBUTIONS AND TAXES
DIVIDENDS. Because each fund's income is primarily derived from
interest, dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders.
Short-term capital gains are taxable as dividends, but do not qualify
for the dividends-received deduction.
CAPITAL GAINS DISTRIBUTIONS. Each fund may distribute any net realized
capital gains once a year or more often, as necessary.
[As of November 30, 1998 , Cash Reserves had a capital loss
carryforward aggregating approximately $____. This loss carryforward,
of which $___, $___, and $___will expire on November 30, 199_, ____,
and ____ , respectively, is available to offset future capital gains.]
[As of November 30, 1998, U.S. Government Reserves had a
capital loss carryforward aggregating approximately $____. This loss
carryforward, of which $___, $___, and $___will expire on November 30,
199_, ____, and ____ , respectively, is available to offset future
capital gains.]
STATE AND LOCAL TAX ISSUES. For mutual funds organized as business
trusts, state law provides for a pass-through of the state and local
income tax exemption afforded to direct owners of U.S. Government
securities. Some states limit this pass-through to mutual funds that
invest a certain amount in U.S. Government securities, and some types
of securities, such as repurchase agreements and some agency-backed
securities, may not qualify for this benefit. The tax treatment of
your dividends from a fund will be the same as if you directly owned a
proportionate share of the U.S. Government securities. Because the
income earned on certain U.S. Government securities is exempt from
state and local personal income taxes, the portion of dividends
from a fund attributable to these securities will also be free from
state and local personal income taxes. The exemption from state
and local personal income taxation does not preclude states from
assessing other taxes on the ownership of U.S. Government securities.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on
income and capital gains distributed to shareholders. In order to
qualify as a regulated investment company, and avoid being subject to
federal income or excise taxes at the fund level, each fund intends to
distribute substantially all of its net investment income and net
realized capital gains within each calendar year as well as on a
fiscal year basis, and intends to comply with other tax rules
applicable to regulated investment companies.
OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of a fund resulted in a capital gain or
loss or other tax consequence to you . In addition to federal
income taxes, shareholders may be subject to state and local taxes on
fund distributions, and shares may be subject to state and local
personal property taxes. Investors should consult their tax advisers
to determine whether a fund is suitable to their particular tax
situation.
TRUSTEES AND OFFICERS
The Trustees, Members of the Advisory Board, and executive officers of
the trust are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The
Trustees are experienced executives who meet periodically throughout
the year to oversee each fund's activities, review contractual
arrangements with companies that provide services to each fund, and
review each fund's performance. Except as indicated, each
individual has held the office shown or other offices in the same
company for the last five years. All persons named as Trustees and
Members of the Advisory Board also serve in similar capacities for
other funds advised by FMR or its affiliates. The business address of
each Trustee, Member of the Advisory Board, and officer who is an
"interested person" (as defined in the 1940 Act) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR.
The business address of all the other Trustees is Fidelity
Investments(registered trademark), P.O. Box 9235, Boston,
Massachusetts 02205-9235. Those Trustees who are "interested persons"
by virtue of their affiliation with either the trust or FMR are
indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d ( 68 ), Trustee and President, is Chairman,
Chief Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman
and a Director of Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.
J. GARY BURKHEAD (57), Member of the Advisory Board (1997), is
Vice Chairman and a Member of the Board of Directors of FMR Corp.
(1997) and President of Fidelity Personal Investments and Brokerage
Group (1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.
RALPH F. COX (66) , Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 1994). Prior to February
1994, he was President of Greenhill Petroleum Corporation (petroleum
exploration and production). Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of USA Waste Services,
Inc. (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
Rio Grande, Inc. (oil and gas production), and Daniel Industries
(petroleum measurement equipment manufacturer). In addition, he is a
member of advisory boards of Texas A&M University and the University
of Texas at Austin.
PHYLLIS BURKE DAVIS (66), Trustee. Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of
BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores),
and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of
the President's Advisory Council of The University of Vermont School
of Business Administration.
ROBERT M. GATES (55 ), Trustee (1997), is a consultant, author,
and lecturer (1993). Mr. Gates was Director of the Central
Intelligence Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates
served as Assistant to the President of the United States and Deputy
National Security Advisor. Mr. Gates is a Director of LucasVarity
PLC (automotive components and diesel engines), Charles Stark Draper
Laboratory (non-profit), NACCO Industries, Inc. (mining and
manufacturing), and TRW Inc. (original equipment and replacement
products). Mr. Gates also is a Trustee of the Forum for International
Policy and of the Endowment Association of the College of William and
Mary. In addition, he is a member of the National Executive Board of
the Boy Scouts of America.
E. BRADLEY JONES (71), Trustee. Prior to his retirement in
1984, Mr. Jones was Chairman and Chief Executive Officer of LTV Steel
Company. He is a Director of TRW Inc. (original equipment and
replacement products), Consolidated Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer of chemical products), and he
previously served as a Director of NACCO Industries, Inc. (mining and
manufacturing, 1985-1995), Hyster-Yale Materials Handling, Inc.
(1985-1995), and Cleveland-Cliffs Inc (mining), and as a Trustee of
First Union Real Estate Investments. In addition, he serves as a
Trustee of the Cleveland Clinic Foundation, where he has also been a
member of the Executive Committee as well as Chairman of the Board and
President, a Trustee and member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida.
DONALD J. KIRK (66 ), Trustee, is Executive-in-Residence (1995)
at Columbia University Graduate School of Business and a financial
consultant. From 1987 to January 1995, Mr. Kirk was a Professor at
Columbia University Graduate School of Business. Prior to 1987, he was
Chairman of the Financial Accounting Standards Board. Mr. Kirk is a
Director of General Re Corporation (reinsurance), and he previously
served as a Director of Valuation Research Corp. (appraisals and
valuations, 1993-1995). In addition, he serves as Chairman of the
Board of Directors of National Arts Stabilization Inc., Chairman of
the Board of Trustees of the Greenwich Hospital Association, Director
of the Yale-New Haven Health Services Corp. (1998), a Member of the
Public Oversight Board of the American Institute of Certified Public
Accountants' SEC Practice Section (1995), and as a Public Governor of
the National Association of Securities Dealers, Inc. (1996).
*PETER S. LYNCH (55) , Trustee, is Vice Chairman and Director of
FMR. Prior to May 31, 1990, he was a Director of FMR and Executive
Vice President of FMR (a position he held until March 31, 1991); Vice
President of Fidelity Magellan(registered trademark) Fund and FMR
Growth Group Leader; and Managing Director of FMR Corp. Mr. Lynch was
also Vice President of Fidelity Investments Corporate Services
(1991-1992). In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deerfield (1989) and
Society for the Preservation of New England Antiquities, and as an
Overseer of the Museum of Fine Arts of Boston.
WILLIAM O. McCOY (65 ), Trustee (1997), is the Vice President of
Finance for the University of North Carolina (16-school system, 1995).
Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman
of the Board of BellSouth Corporation (telecommunications, 1984) and
President of BellSouth Enterprises (1986). He is currently a Director
of Liberty Corporation (holding company, 1984), Weeks Corporation of
Atlanta (real estate, 1994), Carolina Power and Light Company
(electric utility, 1996), and the Kenan Transport Co. (1996).
Previously, he was a Director of First American Corporation (bank
holding company, 1979-1996). In addition, Mr. McCoy serves as a member
of the Board of Visitors for the University of North Carolina at
Chapel Hill (1994) and for the Kenan-Flager Business School
(University of North Carolina at Chapel Hill, 1988).
GERALD C. McDONOUGH (70), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director of York
International Corp. (air conditioning and refrigeration), Commercial
Intertech Corp. (hydraulic systems, building systems, and metal
products, 1992), CUNO, Inc. (liquid and gas filtration products,
1996), and Associated Estates Realty Corporation (a real estate
investment trust, 1993). Mr. McDonough served as a Director of
ACME-Cleveland Corp. (metal working, telecommunications, and
electronic products) from 1987-1996 and Brush-Wellman Inc. (metal
refining) from 1983-1997.
MARVIN L. MANN (65), Trustee (1993), is Chairman of the Board,
of Lexmark International, Inc. (office machines, 1991). Prior to 1991,
he held the positions of Vice President of International Business
Machines Corporation ("IBM") and President and General Manager of
various IBM divisions and subsidiaries. Mr. Mann is a Director of M.A.
Hanna Company (chemicals, 1993), Imation Corp. (imaging and
information storage, 1997).
*ROBERT C. POZEN (52) , Trustee (1997) and Senior Vice
President, is also President and a Director of FMR (1997); and
President and a Director of Fidelity Investments Money Management,
Inc. (1998), Fidelity Management & Research (U.K.) Inc. (1997), and
Fidelity Management & Research (Far East) Inc. (1997). Previously, Mr.
Pozen served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.
THOMAS R. WILLIAMS (70) , Trustee, is President of The Wales
Group, Inc. (management and financial advisory services). Prior to
retiring in 1987, Mr. Williams served as Chairman of the Board of
First Wachovia Corporation (bank holding company), and Chairman and
Chief Executive Officer of The First National Bank of Atlanta and
First Atlanta Corporation (bank holding company). He is currently a
Director of ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants,
1992).
BOYCE I. GREER (42), is Vice President of Money Market Funds
(1997), Group Leader of the Money Market Group (1997), Senior Vice
President of FMR (1997), and Vice President of FIMM (1998). Mr. Greer
served as the Leader of the Fixed-Income Group for Fidelity Management
Trust Company (1993-1995) and was Vice President and Group Leader of
Municipal Fixed-Income Investments (1996-1997).
FRED L. HENNING, JR. (59 ), is Vice President of Fidelity's
Fixed-Income Group (1995), Senior Vice President of FMR (1995), and
Senior Vice President of FIMM (1998). Before assuming his current
responsibilities, Mr. Henning was head of Fidelity's Money Market
Division.
JOHN J. TODD (49) , is Vice President and manager of Cash
Reserves, which he has managed since April 1997. He also manages
s everal other Fidelity funds. Mr. Todd joined Fidelity in
1981.
Bob Litterst (39) is Vice President and manager of U.S. Government
Reserves, which he has managed since April 1997. He also manages
several other Fidelity funds. Prior to joining Fidelity in December
1991, Mr. Litterst was vice president and manager of the money market
group at Prudential Insurance Company from 1986 to 1991.
ERIC D. ROITER (50), Secretary (1998), is Vice President (1998)
and General Counsel of FMR (1998). Mr. Roiter was an Adjunct Member,
Faculty of Law, at Columbia University Law School (1996-1997). Prior
to joining Fidelity, Mr. Roiter was a partner at Debevoise & Plimpton
(1981-1997) and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981).
RICHARD A. SILVER (51) , Treasurer (1997), is Treasurer of the
Fidelity funds and is an employee of FMR (1997). Before joining FMR,
Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).
STANLEY N. GRIFFITH (52), Assistant Vice President (1998), is
Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and
an employee of FMR Corp.
JOHN H. COSTELLO (52), Assistant Treasurer, is an employee of
FMR.
LEONARD M. RUSH (52) , Assistant Treasurer (1994), is an
employee of FMR (1994). Prior to becoming Assistant Treasurer of the
Fidelity funds, Mr. Rush was Chief Compliance Officer of FMR Corp.
(1993-1994) and Chief Financial Officer of Fidelity Brokerage
Services, Inc. (1990-1993).
THOMAS J. SIMPSON (40), Assistant Treasurer (1996), is
Assistant Treasurer of Fidelity's Fixed-Income Funds (1998) and an
employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice
President and Fund Controller of Liberty Investment Services
(1987-1995).
The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended November 30 , 1998, or
calendar year ended December 31, 1997, as applicable.
COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TRUSTEES AGGREGATE AGGREGATE TOTAL
AND COMPENSATION COMPENSATION COMPENSATION
MEMBERS OF THE ADVISORY BOARD FROM FROM FROM THE
CASH RESERVES B,C U.S. GOVERNMENT FUND COMPLEX*
RESERVES B,D A

J. GARY BURKHEAD ** $ 0 $ 0 $ 0

RALPH F. COX $ $ $ 214,500

PHYLLIS BURKE DAVIS $ $ $ 210,000

ROBERT M. GATES *** $ $ $176,000

EDWARD C. JOHNSON 3D ** $ 0 $ 0 $ 0

E. BRADLEY JONES $ $ $ 211,500

DONALD J. KIRK $ $ $ 211,500

PETER S. LYNCH ** $ 0 $ 0 $ 0

WILLIAM O. MCCOY**** $ $ $ 214,500

GERALD C. MCDONOUGH $ $ $ 264,500

MARVIN L. MANN $ $ $ 214,500

ROBERT C. POZEN** $ 0 $ 0 $ 0

THOMAS R. WILLIAMS $ $ $214,500

</TABLE>

* Information is for the calendar year ended December 31, 1997 for 230
funds in the complex.
** Interested Trustees of the funds and Mr. Burkhead are compensated
by FMR.
***Mr. Gates was appointed to the Board of Trustees Fidelity Phillips
Street Trust effective March 1, 1997.
**** Mr. McCoy was appointed to the Board of Trustees Fidelity
Phillips Street Trust effective January 1, 1997.
A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1997, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $62,500; E.
Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy,
$75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $53,699; Marvin L. Mann, $53,699; and Thomas R.
Williams, $62,462.
B Compensation figures include cash, and may include amounts
required to be deferred and amounts deferred at the election of
Trustees.
C The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.
D The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.
E Certain of the non-interested Trustees' aggregate compensation from
a fund includes accrued voluntary deferred compensation as follows:
[trustee name, dollar amount of deferred compensation, fund name];
[trustee name, dollar amount of deferred compensation, fund name]; and
[trustee name, dollar amount of deferred compensation, fund name].
Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are subject to vesting and are treated as though
equivalent dollar amounts had been invested in shares of a
cross-section of Fidelity funds including funds in each major
investment discipline and representing a majority of Fidelity's assets
under management (the Reference Funds). The amounts ultimately
received by the Trustees under the Plan will be directly linked to the
investment performance of the Reference Funds. Deferral of fees in
accordance with the Plan will have a negligible effect on a fund's
assets, liabilities, and net income per share, and will not obligate a
fund to retain the services of any Trustee or to pay any particular
level of compensation to the Trustee. A fund may invest in the
Reference Funds under the Plan without shareholder approval.
[As of ______, approximately __% of Cash Reserves' and __% of U.S.
Government Reserves' total outstanding shares was held by FMR and an
FMR affiliate. FMR Corp. is the ultimate parent company of FMR and
this FMR affiliate. By virtue of his ownership interest in FMR Corp.,
as described in the "Control of Investment Advisers" section on page
___, Mr. Edward C. Johnson 3d, President and Trustee of the fund, may
be deemed to be a beneficial owner of these shares. As of the above
date, with the exception of Mr. Johnson 3d's deemed ownership of Cash
Reserves' and U.S. Government Reserves' shares, the Trustees, Members
of the Advisory Board, and officers of the funds owned, in the
aggregate, less than __% of each fund's total outstanding shares.]
[As of November 30, 1998, t he Trustees, Members of the Advisory
Board, and officers of each fund owned, in the aggregate, less than
__% of each fund's total outstanding shares.]
CONTROL OF INVESTMENT ADVISERS
FMR Corp., organized in 1972, is the ultimate parent company of FMR
and FIMM. The voting common stock of FMR Corp. is divided into two
classes. Class B is held predominantly by members of the Edward C.
Johnson 3d family and is entitled to 49% of the vote on any matter
acted upon by the voting common stock. Class A is held predominantly
by non-Johnson family member employees of FMR Corp. and its affiliates
and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the 1940 Act, control of a company is presumed where one individual or
group of individuals owns more than 25% of the voting stock of that
company. Therefore, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the 1940 Act, to form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are
those conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.
Fidelity investment personnel may invest in securities for their
own investment accounts pursuant to a code of ethics that sets forth
all employees' fiduciary responsibilities regarding the funds,
establishes procedures for personal investing and restricts certain
transactions. For example, all personal trades in most securities
require pre-clearance, and participation in initial public offerings
is prohibited. In addition, restrictions on the timing of personal
investing in relation to trades by Fidelity funds and on short-term
trading have been adopted.
MANAGEMENT CONTRACTS
Each fund has entered into a management contract with FMR, pursuant
to which FMR furnishes investment advisory and other services.
MANAGEMENT SERVICES. Under the terms of its management contract with
each fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, directs the investments of the
fund in accordance with its investment objective, policies and
limitations. FMR also provides each fund with all necessary office
facilities and personnel for servicing the fund's investments,
compensates all officers of each fund and all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of each
fund or FMR performing services relating to research, statistical and
investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal securities laws and
making necessary filings under state securities laws; developing
management and shareholder services for each fund; and furnishing
reports, evaluations and analyses on a variety of subjects to the
Trustees.
MANAGEMENT-RELATED EXPENSES. In addition to the management fee payable
to FMR and the fees payable to the transfer, dividend disbursing, and
shareholder servicing agent, and pricing and bookkeeping agent, each
fund pays all of its expenses that are not assumed by those parties.
Each fund pays for the typesetting, printing, and mailing of its proxy
materials to shareholders, legal expenses, and the fees of the
custodian, auditor and non-interested Trustees. Each fund's management
contract further provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders; however, under the
terms of each fund's transfer agent agreement, the transfer agent
bears the costs of providing these services to existing shareholders.
Other expenses paid by each fund include interest, taxes, brokerage
commissions, the fund's proportionate share of insurance premiums and
Investment Company Institute dues, and the costs of registering shares
under federal securities laws and making necessary filings under state
securities laws. Each fund is also liable for such non-recurring
expenses as may arise, including costs of any litigation to which the
fund may be a party, and any obligation it may have to indemnify its
officers and Trustees with respect to litigation.
MANAGEMENT FEES. For the services of FMR under each management
contract, each fund pays FMR a monthly management fee which has three
components: a group fee rate, an individual fund fee rate, and an
income-based component of 6% of the fund's monthly gross income in
excess of an annualized 5% yield. For this purpose, gross income
includes interest accrued and/or discount earned (including both
original issue discount and market discount) on portfolio obligations,
less amortization of premium on portfolio obligations. The maximum
income-based component is an amount equal to an annual rate of 0.24%
of the fund's average net assets throughout the month.
The group fee rate is based on the monthly average net assets of all
of the registered investment companies with which FMR has management
contracts.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

AVERAGE GROUP ANNUALIZED GROUP NET EFFECTIVE ANNUAL FEE
ASSETS RATE ASSETS RATE

0 - $3 BILLION .3700% $ 0.5 BILLION .3700%

3 - 6 .3400 25 .2664

6 - 9 .3100 50 .2188

9 - 12 .2800 75 .1986

12 - 15 .2500 100 .1869

15 - 18 .2200 125 .1793

18 - 21 .2000 150 .1736

21 - 24 .1900 175 .1690

24 - 30 .1800 200 .1652

30 - 36 .1750 225 .1618

36 - 42 .1700 250 .1587

42 - 48 .1650 275 .1560

48 - 66 .1600 300 .1536

66 - 84 .1550 325 .1514

84 - 120 .1500 350 .1494

120 - 156 .1450 375 .1476

156 - 192 .1400 400 .1459

192 - 228 .1350 425 .1443

228 - 264 .1300 450 .1427

264 - 300 .1275 475 .1413

300 - 336 .1250 500 .1399

336 - 372 .1225 525 .1385

372 - 408 .1200 550 .1372

408 - 444 .1175

444 - 480 .1150

480 - 516 .1125

OVER 516 .1100

The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $___ bill ion of group net assets - the approximate
level for November 1998 - was ___% , which is the weighted
average of the respective fee rates for each level of group assets up
to $___ billion.
Each fund's individual fund fee rate is 0.03%.
One-twelfth of the sum of the group fee rate and the individual fund
fee rate is applied to the fund's average net assets for the month,
giving a dollar amount which is the fee for that month to which the
income-based component is added.
Cash Reserves' management contract further provides that FMR will
reimburse the fund, in an amount not in excess of the fund's
management fee for any fiscal year, if the fund's aggregate operating
expenses exceed 1% of the average net assets of the fund.
The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years.
FUND FISCAL YEARS ENDED MANAGEMENT FEES
NOVEMBER 30 PAID TO FMR

CASH RESERVES 1998 $

1997 $ 47,443,000

1996 $ 40,411,000

U.S. GOVERNMENT RESERVES 1998 $

1997 $ 2,517,000

1996 $ 2,461,000

During the reporting period, FMR voluntarily modified the
breakpoints in the group fee rate schedule on January 1, 1996 to
provide for lower management fee rates as FMR's assets under
management increase.
FMR may, from time to time, voluntarily reimburse all or a portion of
a fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to
be repaid for these expense reimbursements in the amount that expenses
fall below the limit prior to the end of the fiscal year.
Expense reimbursements by FMR will increase a fund's total returns and
yield, and repayment of the reimbursement by a fund will lower its
total returns and yield.
SUB-ADVISER. FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has primary responsibility for choosing
investments for the funds . Previously, FMR Texas Inc. (FMR
Texas) had primary responsibility for providing investment management
services to the funds. On January 23, 1998, FMR Texas was merged into
FIMM, which succeeded to the operations of FMR Texas.
Under the terms of the sub-advisory agreements for Cash Reserves
and U.S. Government Reserves , FMR pays FIMM fees equal to 50% of
the management fee payable to FMR under its management contract with
each fund. The fees paid to FIMM are not reduced by any voluntary or
mandatory expense reimbursements that may be in effect from time to
time.
Fees paid to FMR Texas and FIMM by FMR on behalf of Cash Reserves
and U.S. Government Reserves for the past three fiscal years are
shown in the table below.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FUND FISCAL YEAR ENDED FEES PAID TO FIMM FEES PAID TO FMR TEXAS
NOVEMBER 30

CASH RESERVES 1998 $ $

1997 $

1996 $

U.S. GOVERNMENT RESERVES 1998 $ $

1997 $

1996 $

</TABLE>

DISTRIBUTION SERVICES
Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. The distribution agreements
call for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the fund, which are
continuously offered at NAV. Promotional and administrative expenses
in connection with the offer and sale of shares are paid by FMR.
The Trustees have approved Distribution and Service Plans on behalf of
each fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the
Rule). The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow the funds and FMR to incur
certain expenses that might be considered to constitute indirect
payment by the funds of distribution expenses.
Under each Plan, if the payment of management fees by the fund to FMR
is deemed to be indirect financing by the fund of the distribution of
its shares, such payment is authorized by the Plan. Each Plan
specifically recognizes that FMR may use its management fee revenue,
as well as its past profits or its other resources, to pay FDC for
expenses incurred in connection with providing services intended to
result in the sale of fund shares and/or shareholder support
services. In addition, the Plan provides that FMR, directly or
through FDC, may pay intermediaries , such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees has authorized such
payments for each fund's shares.
[Payments made by FMR either directly or through FDC to
intermediaries for the fiscal year ended 1998 amounted to $____ for
Cash Reserves, and $_____ U.S. Government Reserves.]
[FMR made no payments either directly or] through FDC to
intermediaries for the fiscal year ended 1998.]
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the fund and its shareholders. In particular, the Trustees
noted that each Plan does not authorize payments by the fund other
than those made to FMR under its management contract with the fund. To
the extent that each Plan gives FMR and FDC greater flexibility in
connection with the distribution of fund shares, additional sales of
fund shares or stabilization of cash flows may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plans by local entities with whom shareholders
have other relationships.
The Glass-Steagall Act generally prohibits federally and state
chartered or supervised banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope
of this prohibition under the Glass-Steagall Act has not been clearly
defined by the courts or appropriate regulatory agencies, FDC believes
that the Glass-Steagall Act should not preclude a bank from performing
shareholder support services, or servicing and recordkeeping
functions. FDC intends to engage banks only to perform such functions.
However, changes in federal or state statutes and regulations
pertaining to the permissible activities of banks and their affiliates
or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions,
if any, would be necessary to continue to provide efficient and
effective shareholder services. In such event, changes in the
operation of the funds might occur, including possible termination of
any automatic investment or redemption or other services then provided
by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these
occurrences. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein, and
banks and other financial institutions may be required to register as
dealers pursuant to state law.
Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.
TRANSFER AND SERVICE AGENT AGREEMENTS
Each fund has entered into a transfer agent agreement with FSC, an
affiliate of FMR. Under the terms of the agreements, FSC performs
transfer agency, dividend disbursing, and shareholder services for
each fund.
For providing transfer agency services, FSC receives an account fee
and an asset-based fee each paid monthly with respect to each
account in a fund. For retail accounts and certain institutional
accounts, these fees are based on account size and fund type. For
certain institutional retirement accounts, these fees are based on
fund type. For certain other institutional retirement accounts, these
fees are based on account type (i.e., omnibus or non-omnibus) and, for
non-omnibus accounts, fund type. The account fees are subject to
increase based on postage rate changes.
FSC also collects small account fees from certain accounts with
balances of less than $2,500.
FSC also collects each fund's $5.00 wire redemption fee.
In addition, FSC receives the pro rata portion of the transfer agency
fees applicable to shareholder accounts in a qualified state
tuition program (QSTP), as defined under the Small Business Job
Protection Act of 1996, managed by FMR or an affiliate and each
Fidelity Freedom Fund, a fund of funds managed by an FMR affiliate,
according to the percentage of the QSTP' s or Freedom Fund's
assets that is invested in a fund.
FSC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FSC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.
Each fund has entered into a service agent agreement with FSC. Under
the terms of the agreements, FSC calculates the NAV and dividends for
each fund and maintains each fund's portfolio and general accounting
records.
For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month. The annual fee rates for pricing and bookkeeping services are
.0175% for money market funds of the first $500 million of
average net assets and .0075% for money market funds of average
net assets in excess of $500 million. The fee, not including
reimbursement for out-of-pocket expenses, is limited to a minimum of
$40,000 and a maximum of $800,000 per year.
Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.
FUND 1998 1997 1996

CASH RESERVES $ $ 806,000 $ 804,000

U.S. GOVERNMENT RESERVES $ $ 142,000 $ 140,000

DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Cash Reserves and Fidelity U.S.
Government Reserves are funds of Fidelity Phillips Street Trust, an
open-end management investment company organized as a Delaware
business trust on September 17, 1992. Currently, there are two funds
in Fidelity Phillips Street Trust: Fidelity Cash Reserves and Fidelity
U.S. Government Reserves. The Trustees are permitted to create
additional funds in the trust.
The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets
of each fund in the trust shall be charged with the liabilities and
expenses attributable to such fund. Any general expenses of the
trust shall be allocated between or among any one or more of the
funds.
SHAREHOLDER LIABILITY. The trust is a business trust organized under
Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some
states, however, may decline to apply Delaware law on this point. The
Trust Instrument contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations, and expenses of the
trust. The Trust Instrument provides that the trust shall not have
any claim against shareholders except for the payment of the purchase
price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the trust or the Trustees
relating to the trust or to a fund shall include a provision limiting
the obligations created thereby to the trust or to one or more funds
and its or their assets. The Trust Instrument further provides that
shareholders of a fund shall not have a claim on or right to any
assets belonging to any other fund.
The Trust Instrument provides for indemnification out of each
fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund solely by reason of
his or her being or having been a shareholder and not because of his
or her acts or omissions or for some other reason. The Trust
Instrument also provides that each fund shall, upon request, assume
the defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which Delaware
law does not apply, no contractual limitation of liability was in
effect, and a fund is unable to meet its obligations. FMR believes
that, in view of the above, the risk of personal liability to
shareholders is extremely remote.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you are entitled to one vote for each
dollar of net asset value you own. The voting rights of
shareholders can be changed only by a shareholder vote. Shares may be
voted in the aggregate, by fund and by clas s
The shares have no preemptive or conversion rights. Shares are
fully paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.
Each trust or any of its funds may be terminated upon
the sale of its assets to another open-end management investment
company or series thereof, or upon liquidation and distribution of its
assets. Generally such terminations must be approved by a vote of
shareholders. In the event of the dissolution or liquidation of a
trust, shareholders of each of its funds are entitled to receive the
underlying assets of such fund available for distribution. In the
event of the dissolution or liquidation of a fund, shareholders of
that fund are entitled to receive the underlying assets of the fund
available for distribution.
Under the Trust Instrument, the Trustees may, without shareholder
vote, a in order to change the form of organization of the trust
cause the trust to merge or consolidate with one or more trusts,
partnerships, associations, limited liability companies or
corporations, as long as the surviving entity is an open-end
management investment company, or is fund thereof, that will succeed
to or assume the trust's registration statement, or cause the trust to
incorporate under Delaware law.
CUSTODIAN.The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of each fund . The custodian is
responsible for the safekeeping of a fund's assets and the appointment
of any subcustodian banks and clearing agencies. The Chase Manhattan
Bank, headquartered in New York, also may serve as a special purpose
custodian of certain assets in connection with repurchase agreement
transactions.
FMR, its officers and directors, its affiliated companies, and members
of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain
funds advised by FMR. Transactions that have occurred to date include
mortgages and personal and general business loans. In the judgment of
FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund
relationships.
AUDITOR. _________________ serves as the trust's independent
accountant. The auditor examines financial statements for the funds
and provides other audit, tax, and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the
fiscal year ended November 30, 1998, and r eport(s ) of
the auditor, are included in each fund's Annual Report and are
incorporated herein by reference.
APPENDIX
Fidelity, Fidelity Investments & (Pyramid) Design, Magellan and
Fidelity Focus are registered trademarks of FMR Corp.
THE THIRD PARTY MARKS APPEARING ABOVE ARE THE MARKS OF THEIR
RESPECTIVE OWNERS.

Fidelity Phillips Street Trust
PART C - OTHER INFORMATION
Item 23. Exhibits
(a) (1) Trust Instrument dated September 17, 1992 is incorporated
herein by reference to Exhibit 1(g) to Post-Effective Amendment No.
35.
(2) Supplement to Trust Instrument dated March 31, 1997, is
incorporated herein by reference to Exhibit 1(b) to Post-Effective
Amendment No. 42.
(3) Supplement to Trust Instrument dated June 19, 1997, is
incorporated herein by reference to Exhibit 1(c) to Post-Effective
Amendment No. 42.
(b) Bylaws of the Trust, as amended, are incorporated herein by
reference to Exhibit 2(a) to Fidelity Union Street Trust II's (File
No. 33-43757) Post-Effective Amendment No. 10.
(c) Not applicable.
(d) (1) Management Contract, dated December 1, 1993, between Fidelity
Cash Reserves and Fidelity Management & Research Company is
incorporated herein by reference to Exhibit 5(a) to Post-Effective
Amendment No. 38.
(2) Management Contract, dated January 13, 1995, between Fidelity
U.S. Government Reserves and Fidelity Management & Research Company is
incorporated herein by reference to Exhibit 5(c) to Post-Effective
Amendment No. 40.
(3) Sub-Advisory Agreement, dated January 24, 1993, between Fidelity
Management & Research Company and FMR Texas Inc. (currently known as
Fidelity Investments Money Management Inc. (FIMM)), on behalf of
Fidelity Cash Reserves is incorporated herein by reference to Exhibit
5(b) to Post-Effective Amendment No. 35.
(4) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company and FMR Texas Inc. (currently known as Fidelity
Investments Money Management Inc. (FIMM)), on behalf of Fidelity U.S.
Government Reserves was filed as Exhibit 5(d) to Post-Effective
Amendment No. 38.
(e) (1) General Distribution Agreement, dated January 24, 1993,
between Fidelity Phillips Street Trust and Fidelity Distributors
Corporation with respect to Fidelity Cash Reserves is incorporated
herein by reference to Exhibit 6(a) to Post-Effective Amendment No.
35.
(2) Form of General Distribution Agreement between Fidelity Phillips
Street Trust and Fidelity Distributors Corporation with respect to
Fidelity U.S. Government Reserves is filed herein as Exhibit (e)(2.)

(3) Amendments to the General Distribution Agreement between the
Registrant and Fidelity Distributors Corporation, dated March 14, 1996
and July 15, 1996, are incorporated herein by reference to Exhibit
6(a) of Fidelity Court Street Trust's Post-Effective Amendment No. 61
(File No. 2-58774).

(f) (1) Retirement Plan for Non-Interested Person Trustees, Directors
or General Partners, as amended on November 16, 1995, is incorporated
herein by reference to Exhibit 7(a) of Fidelity Select Portfolio's
(File No. 2-69972) Post-Effective Amendment No. 54.
(2) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 14, 1995 and
amended through November 14, 1996, is incorporated herein by reference
to Exhibit 7(b) of Fidelity Aberdeen Street Trust's (File No.
33-43529) Post-Effective Amendment No. 19.
(g) (1) Custodian Agreement and Appendix C, dated December 1, 1994,
between The Bank of New York and the Registrant is incorporated herein
by reference to Exhibit 8(a) to Fidelity Hereford Street Trust's
Post-Effective Amendment No. 4 (File No. 33-52577).
(2) Appendix A, dated June 18, 1998, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and the
Registrant is incorporated herein by reference to Exhibit 8 (b) of
Fidelity Boston Street Trust's Post-Effective Amendment No. 22 (File
No. 33-17704).
(3) Appendix B, dated June 18, 1998, to the Custodian Agreement
dated December 1, 1994, between The Bank of New York and Fidelity
Phillips Street Trust on behalf of Fidelity Cash Reserves is
incorporated herein by reference to Exhibit 8 (c) of Fidelity Boston
Street Trust's Post-Effective Amendment No. 22 (File No. 33-17704).
(4) Fidelity Group Repo Custodian Agreement among The Bank of New
York, J. P. Morgan Securities, Inc., and the Registrant, dated
February 12, 1996, is incorporated herein by reference to Exhibit 8(d)
of Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
(5) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and the Registrant, dated February 12,
1996, is incorporated herein by reference to Exhibit 8(e) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.
(6) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and the Registrant, dated November
13, 1995, is incorporated herein by reference to Exhibit 8(f) of
Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
(7) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between Chemical Bank and the Registrant, dated November 13, 1995, is
incorporated herein by reference to Exhibit 8(g) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.
(8) Joint Trading Account Custody Agreement between The Bank of New
York and Fidelity Phillips Street Trust on behalf of Fidelity Cash
Reserves, dated May 11, 1995, is incorporated herein by reference to
Exhibit 8(h) of Fidelity Institutional Cash Portfolios' (File No.
2-74808) Post-Effective Amendment No. 31.
(9) First Amendment to Joint Trading Account Custody Agreement
between The Bank of New York and the Registrant, dated July 14, 1995,
is incorporated herein by reference to Exhibit 8(i) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) (1) Distribution and Service Plan between Fidelity Cash Reserves
and Fidelity Distributors Corporation is incorporated herein by
reference to Exhibit 15(a) to Post- Effective Amendment No. 42.
(2) Distribution and Service Plan between Fidelity U.S.
Government Reserves and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 15(b) to Post-Effective
Amendment No. 42.
(n) Not applicable.
(o) Not applicable.
Item 24. Trusts Controlled by or under Common Control with this Trust
The Board of Trustees of this trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management and Research
Company, or an affiliate, as its investment adviser. The officers of
the Trust are substantially identical to those of other Fidelity
funds. Nonetheless, the Trust takes the position that it is not under
common control with other Fidelity funds because the power residing in
the respective boards and officers arises as the result of an official
position with the respective funds.
Item 25. Indemnification
Pursuant to Del. Code Ann. title 12 (sub-section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and
all claims and demands whatsoever. Article X, Section 10.02 of the
Trust Instrument sets forth the reasonable and fair means for
determining whether indemnification shall be provided to any past or
present Trustee or officer. It states that the Trust shall indemnify
any present or past trustee or officer to the fullest extent permitted
by law against liability, and all expenses reasonably incurred by him
or her in connection with any claim, action, suit or proceeding in
which he or she is involved by virtue of his or her service as a
trustee or officer and against any amount incurred in settlement
thereof. Indemnification will not be provided to a person adjudged by
a court or other adjudicatory body to be liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties (collectively,
"disabling conduct"), or not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of
the Trust. In the event of a settlement, no indemnification may be
provided unless there has been a determination, as specified in the
Trust Instrument, that the officer or trustee did not engage in
disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
Pursuant to the agreement by which Fidelity Service Company, Inc.
("FSC") is appointed transfer agent, the Trust agrees to indemnify and
hold FSC harmless against any losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting
from:
(1) any claim, demand, action or suit brought by any person other
than the Trust, including by a shareholder, which names FSC and/or the
Trust as a party and is not based on and does not result from FSC's
willful misfeasance, bad faith or negligence or reckless disregard of
duties, and arises out of or in connection with FSC's performance
under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent
contributed to by FSC's willful misfeasance, bad faith or negligence
or reckless disregard of its duties) which results from the negligence
of the Trust, or from FSC's acting upon any instruction(s) reasonably
believed by it to have been executed or communicated by any person
duly authorized by the Trust, or as a result of FSC's acting in
reliance upon advice reasonably believed by FSC to have been given by
counsel for the Trust, or as a result of FSC's acting in reliance upon
any instrument or stock certificate reasonably believed by it to have
been genuine and signed, countersigned or executed by the proper
person.
Item 26. Business and Other Connections of Investment Advisers
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
82 Devonshire Street, Boston, MA 02109
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held,
during the past two fiscal years, the following positions of a
substantial nature.

<TABLE>
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<S> <C>
EDWARD C. JOHNSON 3D CHAIRMAN OF THE BOARD AND DIRECTOR OF FMR; PRESIDENT
AND CHIEF EXECUTIVE OFFICER OF FMR CORP.; CHAIRMAN
OF THE BOARD AND DIRECTOR OF FMR CORP., FIDELITY
INVESTMENTS MONEY MANAGEMENT, INC. (FIMM), FIDELITY
MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.), AND
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. (FMR
FAR EAST); CHAIRMAN OF THE EXECUTIVE COMMITTEE OF
FMR; DIRECTOR OF FIDELITY INVESTMENTS JAPAN LIMITED
(FIJ); PRESIDENT AND TRUSTEE OF FUNDS ADVISED BY FMR.

ROBERT C. POZEN PRESIDENT AND DIRECTOR OF FMR; SENIOR VICE PRESIDENT
AND TRUSTEE OF FUNDS ADVISED BY FMR; PRESIDENT AND
DIRECTOR OF FIMM, FMR U.K., AND FMR FAR EAST;
PREVIOUSLY, GENERAL COUNSEL, MANAGING DIRECTOR, AND
SENIOR VICE PRESIDENT OF FMR CORP.

PETER S. LYNCH VICE CHAIRMAN OF THE BOARD AND DIRECTOR OF FMR.

JOHN H. CARLSON VICE PRESIDENT OF FMR AND OF FUNDS ADVISED BY FMR.

DWIGHT D. CHURCHILL SENIOR VICE PRESIDENT OF FMR AND VICE PRESIDENT OF
BOND FUNDS ADVISED BY FMR; VICE PRESIDENT OF FIMM.

BRIAN CLANCY VICE PRESIDENT OF FMR AND TREASURER OF FMR, FIMM,
FMR U.K., AND FMR FAR EAST.

BARRY COFFMAN VICE PRESIDENT OF FMR.

ARIEH COLL VICE PRESIDENT OF FMR.

FREDERIC G. CORNEEL TAX COUNSEL OF FMR.

STEPHEN G. MANNING ASSISTANT TREASURER OF FMR, FIMM, FMR U.K., FMR
FAR EAST; VICE PRESIDENT AND TREASURER OF FMR CORP.;
TREASURER OF STRATEGIC ADVISERS, INC.

WILLIAM DANOFF SENIOR VICE PRESIDENT OF FMR AND VICE PRESIDENT OF A
FUND ADVISED BY FMR.

SCOTT E. DESANO VICE PRESIDENT OF FMR.

PENELOPE DOBKIN VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

WALTER C. DONOVAN VICE PRESIDENT OF FMR.

BETTINA DOULTON VICE PRESIDENT OF FMR AND OF FUNDS ADVISED BY FMR.

MARGARET L. EAGLE VICE PRESIDENT OF FMR AND OF FUNDS ADVISED BY FMR.

WILLIAM R. EBSWORTH VICE PRESIDENT OF FMR.

RICHARD B. FENTIN SENIOR VICE PRESIDENT OF FMR AND VICE PRESIDENT OF A
FUND ADVISED BY FMR.

GREGORY FRASER VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

JAY FREEDMAN ASSISTANT CLERK OF FMR; CLERK OF FMR CORP., FMR
U.K., FMR FAR EAST, AND STRATEGIC ADVISERS, INC.;
SECRETARY OF FIMM; ASSOCIATE GENERAL COUNSEL FMR
CORP.

DAVID L. GLANCY VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

BARRY A. GREENFIELD VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

BOYCE I. GREER SENIOR VICE PRESIDENT OF FMR AND VICE PRESIDENT OF
MONEY MARKET FUNDS ADVISED BY FMR; VICE PRESIDENT
OF FIMM.

BART A. GRENIER SENIOR VICE PRESIDENT OF FMR; VICE PRESIDENT OF
HIGH-INCOME FUNDS ADVISED BY FMR.

ROBERT HABER VICE PRESIDENT OF FMR.

RICHARD C. HABERMANN SENIOR VICE PRESIDENT OF FMR; VICE PRESIDENT OF FUNDS
ADVISED BY FMR.

FRED L. HENNING JR. SENIOR VICE PRESIDENT OF FMR AND VICE PRESIDENT OF
FIXED-INCOME FUNDS ADVISED BY FMR.

BRUCE T. HERRING VICE PRESIDENT OF FMR.

ROBERT F. HILL VICE PRESIDENT OF FMR; DIRECTOR OF TECHNICAL RESEARCH.

ABIGAIL P. JOHNSON SENIOR VICE PRESIDENT OF FMR AND VICE PRESIDENT OF
FUNDS ADVISED BY FMR; DIRECTOR OF FMR CORP.;
ASSOCIATE DIRECTOR AND SENIOR VICE PRESIDENT OF EQUITY
FUNDS ADVISED BY FMR.

DAVID B. JONES VICE PRESIDENT OF FMR.

STEVEN KAYE VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

FRANCIS V. KNOX VICE PRESIDENT OF FMR; COMPLIANCE OFFICER OF FMR
U.K.

HARRIS LEVITON VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

BRADFORD E. LEWIS VICE PRESIDENT OF FMR AND OF FUNDS ADVISED BY FMR.

RICHARD R. MACE JR. VICE PRESIDENT OF FMR AND OF FUNDS ADVISED BY FMR.

CHARLES A. MANGUM VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

KEVIN MCCAREY VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

NEAL P. MILLER VICE PRESIDENT OF FMR.

JACQUES PEROLD VICE PRESIDENT OF FMR.

ALAN RADLO VICE PRESIDENT OF FMR.

ERIC D. ROITER SENIOR VICE PRESIDENT AND GENERAL COUNSEL OF FMR AND
SECRETARY OF FUNDS ADVISED BY FMR.

LEE H. SANDWEN VICE PRESIDENT OF FMR.

PATRICIA A. SATTERTHWAITE VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

FERGUS SHIEL VICE PRESIDENT OF FMR.

RICHARD A. SILVER VICE PRESIDENT OF FMR.

CAROL A. SMITH-FACHETTI VICE PRESIDENT OF FMR.

STEVEN J. SNIDER VICE PRESIDENT OF FMR AND OF FUNDS ADVISED BY FMR.

THOMAS T. SOVIERO VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

RICHARD SPILLANE SENIOR VICE PRESIDENT OF FMR; ASSOCIATE DIRECTOR AND
SENIOR VICE PRESIDENT OF EQUITY FUNDS ADVISED BY FMR;
PREVIOUSLY, SENIOR VICE PRESIDENT AND DIRECTOR OF
OPERATIONS AND COMPLIANCE OF FMR U.K.

THOMAS M. SPRAGUE VICE PRESIDENT OF FMR AND OF FUNDS ADVISED BY FMR.

ROBERT E. STANSKY SENIOR VICE PRESIDENT OF FMR AND VICE PRESIDENT OF A
FUND ADVISED BY FMR.

SCOTT D. STEWART VICE PRESIDENT OF FMR.

THOMAS SWEENEY VICE PRESIDENT OF FMR.

BETH F. TERRANA SENIOR VICE PRESIDENT OF FMR AND VICE PRESIDENT OF A
FUND ADVISED BY FMR.

YOKO TILLEY VICE PRESIDENT OF FMR.

JOEL C. TILLINGHAST VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

ROBERT TUCKETT VICE PRESIDENT OF FMR.

JENNIFER UHRIG VICE PRESIDENT OF FMR AND OF FUNDS ADVISED BY FMR.

GEORGE A. VANDERHEIDEN SENIOR VICE PRESIDENT OF FMR AND VICE PRESIDENT OF
FUNDS ADVISED BY FMR; DIRECTOR OF FMR CORP.

STEVEN S. WYMER VICE PRESIDENT OF FMR AND OF A FUND ADVISED BY FMR.

</TABLE>

(2) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)
Contra Way, Merrimack, NH 03054
FIMM provides investment advisory services to Fidelity Management &
Research Company. The directors and officers of the Sub-Adviser have
held the following positions of a substantial nature during the past
two fiscal years.
EDWARD C. JOHNSON 3D CHAIRMAN OF THE BOARD AND DIRECTOR OF FIMM,
FMR, FMR CORP., FMR FAR EAST, AND FMR
U.K.; CHAIRMAN OF THE EXECUTIVE COMMITTEE OF
FMR; PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
FMR CORP.; DIRECTOR OF FIDELITY INVESTMENTS
JAPAN LIMITED (FIJ); PRESIDENT AND TRUSTEE OF
FUNDS ADVISED BY FMR.

ROBERT C. POZEN PRESIDENT AND DIRECTOR OF FMR; SENIOR VICE
PRESIDENT AND TRUSTEE OF FUNDS ADVISED BY FMR;
PRESIDENT AND DIRECTOR OF FIMM, FMR U.K., AND
FMR FAR EAST; PREVIOUSLY, GENERAL COUNSEL,
MANAGING DIRECTOR, AND SENIOR VICE PRESIDENT OF
FMR CORP.

FRED L. HENNING JR. SENIOR VICE PRESIDENT OF FIMM; SENIOR VICE
PRESIDENT OF FMR AND VICE PRESIDENT OF
FIXED-INCOME FUNDS ADVISED BY FMR.

BOYCE I. GREER VICE PRESIDENT OF FIMM; SENIOR VICE PRESIDENT
OF FMR AND VICE PRESIDENT OF MONEY MARKET
FUNDS ADVISED BY FMR.

DWIGHT D. CHURCHILL VICE PRESIDENT OF FIMM; SENIOR VICE PRESIDENT
OF FMR AND VICE PRESIDENT OF BOND FUNDS
ADVISED BY FMR.

BRIAN CLANCY TREASURER OF FIMM, FMR FAR EAST, FMR U.K.,
AND FMR AND VICE PRESIDENT OF FMR.

JAY FREEDMAN SECRETARY OF FIMM; CLERK OF FMR U.K., FMR
FAR EAST, FMR CORP. AND STRATEGIC ADVISERS,
INC.; ASSISTANT CLERK OF FMR; SECRETARY OF
FIMM; ASSOCIATE GENERAL COUNSEL FMR CORP.

STEPHEN G. MANNING ASSISTANT TREASURER OF FIMM, FMR U.K., FMR
FAR EAST, AND FMR; VICE PRESIDENT AND TREASURER
OF FMR CORP.; TREASURER OF STRATEGIC ADVISERS,
INC.

Item 27. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.
(B)

NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES

BUSINESS ADDRESS* WITH UNDERWRITER WITH FUND

EDWARD C. JOHNSON 3D DIRECTOR TRUSTEE AND PRESIDENT

MICHAEL MLINAC DIRECTOR NONE

JAMES CURVEY DIRECTOR NONE

MARTHA B. WILLIS PRESIDENT NONE

ERIC D. ROITER SENIOR VICE PRESIDENT SECRETARY

CARON KETCHUM TREASURER AND CONTROLLER NONE

GARY GREENSTEIN ASSISTANT TREASURER NONE

JAY FREEDMAN ASSISTANT CLERK NONE

LINDA HOLLAND COMPLIANCE OFFICER NONE

* 82 Devonshire Street, Boston, MA
(c) Not applicable.

Item 28. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
custodian, The Bank of New York, 110 Washington Street, New York, NY.
Item 29. Management Services
Not applicable.

Item 30. Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 43 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, and Commonwealth of Massachusetts, on the 18th day
of November 1998.

FIDELITY PHILLIPS STREET TRUST
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

(SIGNATURE) (TITLE) (DATE)

<TABLE>
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<S> <C> <C>
/S/EDWARD C. JOHNSON 3D (DAGGER) PRESIDENT AND TRUSTEE NOVEMBER 18, 1998

EDWARD C. JOHNSON 3D (PRINCIPAL EXECUTIVE OFFICER)

/S/RICHARD A. SILVER TREASURER NOVEMBER 18, 1998

RICHARD A. SILVER

/S/ROBERT C. POZEN TRUSTEE NOVEMBER 18, 1998

ROBERT C. POZEN

/S/RALPH F. COX * TRUSTEE NOVEMBER 18, 1998

RALPH F. COX

/S/PHYLLIS BURKE DAVIS * TRUSTEE NOVEMBER 18, 1998

PHYLLIS BURKE DAVIS

/S/ROBERT M. GATES ** TRUSTEE NOVEMBER 18, 1998

ROBERT M. GATES

/S/E. BRADLEY JONES * TRUSTEE NOVEMBER 18, 1998

E. BRADLEY JONES

/S/DONALD J. KIRK * TRUSTEE NOVEMBER 18, 1998

DONALD J. KIRK

/S/PETER S. LYNCH * TRUSTEE NOVEMBER 18, 1998

PETER S. LYNCH

/S/MARVIN L. MANN * TRUSTEE NOVEMBER 18, 1998

MARVIN L. MANN

/S/WILLIAM O. MCCOY * TRUSTEE NOVEMBER 18, 1998

WILLIAM O. MCCOY

/S/GERALD C. MCDONOUGH * TRUSTEE NOVEMBER 18, 1998

GERALD C. MCDONOUGH

/S/THOMAS R. WILLIAMS * TRUSTEE NOVEMBER 18, 1998

THOMAS R. WILLIAMS

</TABLE>

(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 19, 1996 and filed herewith.
** Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated March 6, 1997 and filed herewith.
POWER OF ATTORNEY
I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:

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<S> <C>
FIDELITY ABERDEEN STREET TRUST FIDELITY HEREFORD STREET TRUST
FIDELITY ADVISOR SERIES I FIDELITY INCOME FUND
FIDELITY ADVISOR SERIES II FIDELITY INSTITUTIONAL CASH PORTFOLIOS
FIDELITY ADVISOR SERIES III FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS
FIDELITY ADVISOR SERIES IV FIDELITY INVESTMENT TRUST
FIDELITY ADVISOR SERIES V FIDELITY MAGELLAN FUND
FIDELITY ADVISOR SERIES VI FIDELITY MASSACHUSETTS MUNICIPAL TRUST
FIDELITY ADVISOR SERIES VII FIDELITY MONEY MARKET TRUST
FIDELITY ADVISOR SERIES VIII FIDELITY MT. VERNON STREET TRUST
FIDELITY BEACON STREET TRUST FIDELITY MUNICIPAL TRUST
FIDELITY BOSTON STREET TRUST FIDELITY MUNICIPAL TRUST II
FIDELITY CALIFORNIA MUNICIPAL TRUST FIDELITY NEW YORK MUNICIPAL TRUST
FIDELITY CALIFORNIA MUNICIPAL TRUST II FIDELITY NEW YORK MUNICIPAL TRUST II
FIDELITY CAPITAL TRUST FIDELITY PHILLIPS STREET TRUST
FIDELITY CHARLES STREET TRUST FIDELITY PURITAN TRUST
FIDELITY COMMONWEALTH TRUST FIDELITY REVERE STREET TRUST
FIDELITY CONCORD STREET TRUST FIDELITY SCHOOL STREET TRUST
FIDELITY CONGRESS STREET FUND FIDELITY SECURITIES FUND
FIDELITY CONTRAFUND FIDELITY SELECT PORTFOLIOS
FIDELITY CORPORATE TRUST FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
FIDELITY COURT STREET TRUST FIDELITY SUMMER STREET TRUST
FIDELITY COURT STREET TRUST II FIDELITY TREND FUND
FIDELITY COVINGTON TRUST FIDELITY U.S. INVESTMENTS-BOND FUND, L.P.
FIDELITY DAILY MONEY FUND FIDELITY U.S. INVESTMENTS-GOVERNMENT SECURITIES
FIDELITY DESTINY PORTFOLIOS FUND, L.P.
FIDELITY DEUTSCHE MARK PERFORMANCE FIDELITY UNION STREET TRUST
PORTFOLIO, L.P. FIDELITY UNION STREET TRUST II
FIDELITY DEVONSHIRE TRUST FIDELITY YEN PERFORMANCE PORTFOLIO, L.P.
FIDELITY EXCHANGE FUND NEWBURY STREET TRUST
FIDELITY FINANCIAL TRUST VARIABLE INSURANCE PRODUCTS FUND
FIDELITY FIXED-INCOME TRUST VARIABLE INSURANCE PRODUCTS FUND II
FIDELITY GOVERNMENT SECURITIES FUND VARIABLE INSURANCE PRODUCTS FUND III
FIDELITY HASTINGS STREET TRUST

</TABLE>

in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof. This power of attorney is effective for all documents
filed on or after August 1, 1997.
WITNESS my hand on the date set forth below.
/S/EDWARD C. JOHNSON 3D_ JULY 17, 1997

EDWARD C. JOHNSON 3D

POWER OF ATTORNEY
We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
FIDELITY ABERDEEN STREET TRUST FIDELITY GOVERNMENT SECURITIES FUND
FIDELITY ADVISOR ANNUITY FUND FIDELITY HASTINGS STREET TRUST
FIDELITY ADVISOR SERIES I FIDELITY HEREFORD STREET TRUST
FIDELITY ADVISOR SERIES II FIDELITY INCOME FUND
FIDELITY ADVISOR SERIES III FIDELITY INSTITUTIONAL CASH PORTFOLIOS
FIDELITY ADVISOR SERIES IV FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS
FIDELITY ADVISOR SERIES V FIDELITY INSTITUTIONAL TRUST
FIDELITY ADVISOR SERIES VI FIDELITY INVESTMENT TRUST
FIDELITY ADVISOR SERIES VII FIDELITY MAGELLAN FUND
FIDELITY ADVISOR SERIES VIII FIDELITY MASSACHUSETTS MUNICIPAL TRUST
FIDELITY BEACON STREET TRUST FIDELITY MONEY MARKET TRUST
FIDELITY BOSTON STREET TRUST FIDELITY MT. VERNON STREET TRUST
FIDELITY CALIFORNIA MUNICIPAL TRUST FIDELITY MUNICIPAL TRUST
FIDELITY CALIFORNIA MUNICIPAL TRUST II FIDELITY MUNICIPAL TRUST II
FIDELITY CAPITAL TRUST FIDELITY NEW YORK MUNICIPAL TRUST
FIDELITY CHARLES STREET TRUST FIDELITY NEW YORK MUNICIPAL TRUST II
FIDELITY COMMONWEALTH TRUST FIDELITY PHILLIPS STREET TRUST
FIDELITY CONGRESS STREET FUND FIDELITY PURITAN TRUST
FIDELITY CONTRAFUND FIDELITY REVERE STREET TRUST
FIDELITY CORPORATE TRUST FIDELITY SCHOOL STREET TRUST
FIDELITY COURT STREET TRUST FIDELITY SECURITIES FUND
FIDELITY COURT STREET TRUST II FIDELITY SELECT PORTFOLIOS
FIDELITY COVINGTON TRUST FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
FIDELITY DAILY MONEY FUND FIDELITY SUMMER STREET TRUST
FIDELITY DAILY TAX-EXEMPT FUND FIDELITY TREND FUND
FIDELITY DESTINY PORTFOLIOS FIDELITY U.S. INVESTMENTS-BOND FUND, L.P.
FIDELITY DEUTSCHE MARK PERFORMANCE FIDELITY U.S. INVESTMENTS-GOVERNMENT SECURITIES
PORTFOLIO, L.P. FUND, L.P.
FIDELITY DEVONSHIRE TRUST FIDELITY UNION STREET TRUST
FIDELITY EXCHANGE FUND FIDELITY UNION STREET TRUST II
FIDELITY FINANCIAL TRUST FIDELITY YEN PERFORMANCE PORTFOLIO, L.P.
FIDELITY FIXED-INCOME TRUST VARIABLE INSURANCE PRODUCTS FUND
VARIABLE INSURANCE PRODUCTS FUND II

</TABLE>

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 1997.
WITNESS our hands on this nineteenth day of December, 1996.

/S/EDWARD C. JOHNSON 3D___________ /S/PETER S. LYNCH________________

EDWARD C. JOHNSON 3D PETER S. LYNCH

/S/J. GARY BURKHEAD_______________ /S/WILLIAM O. MCCOY______________

J. GARY BURKHEAD WILLIAM O. MCCOY

/S/RALPH F. COX __________________ /S/GERALD C. MCDONOUGH___________

RALPH F. COX GERALD C. MCDONOUGH

/S/PHYLLIS BURKE DAVIS_____________ /S/MARVIN L. MANN________________

PHYLLIS BURKE DAVIS MARVIN L. MANN

/S/E. BRADLEY JONES________________ /S/THOMAS R. WILLIAMS ____________

E. BRADLEY JONES THOMAS R. WILLIAMS

/S/DONALD J. KIRK __________________

DONALD J. KIRK

POWER OF ATTORNEY
I, the undersigned Director, Trustee, or General Partner, as the case
may be, of the following investment companies:

</TABLE>

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to
sign for me and in my name in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in my name
and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after March 1,
1997.
WITNESS my hand on the date set forth below.
/S/ROBERT M. GATES MARCH 6, 1997

ROBERT M. GATES

Exhibit (e)(2)
FORM OF
GENERAL DISTRIBUTION AGREEMENT
between
Fidelity Phillips Street Trust
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this ___ day of , 1998, between Fidelity
Phillips Street Trust, a Delaware business trust having its principal
place of business in Boston, Massachusetts and which may issue one or
more series of beneficial interest ("Issuer"), with respect to shares
of Fidelity U.S. Government Reserves, a series of the Issuer, and
Fidelity Distributors Corporation, a Massachusetts corporation having
its principal place of business in Boston, Massachusetts
("Distributors").
In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:
1. Sale of Shares - The Issuer grants to Distributors the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: Distributors (i) shall have the right to sell,
as agent on behalf of the Issuer, shares authorized for issue and
registered under the 1933 Act, and (ii) may sell shares under offers
of exchange, if available, between and among the funds advised by
Fidelity Management & Research Company ("FMR") or any of its
affiliates.
2. Sale of Shares by the Issuer - The rights granted to Distributors
shall be nonexclusive in that the Issuer reserves the right to sell
its shares to investors on applications received and accepted by the
Issuer. Further, the Issuer reserves the right to issue shares in
connection with the merger or consolidation, or acquisition by the
Issuer through purchase or otherwise, with any other investment
company, trust, or personal holding company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its
treasury in the event that in the discretion of the Issuer treasury
shares shall be sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all
shares sold to investors by Distributors or the Issuer will be sold at
the public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in
the manner described in the Issuer's current Prospectus and/or
Statement of Additional Information, plus a sales charge (if any)
described in the Issuer's current Prospectus and/or Statement of
Additional Information. The Issuer shall in all cases receive the net
asset value per share on all sales. If a sales charge is in effect,
Distributors shall have the right subject to such rules or regulations
of the Securities and Exchange Commission as may then be in effect
pursuant to Section 22 of the Investment Company Act of 1940 to pay a
portion of the sales charge to dealers who have sold shares of the
Issuer. If a fee in connection with shareholder redemptions is in
effect, the Issuer shall collect the fee on behalf of Distributors
and, unless otherwise agreed upon by the Issuer and Distributors,
Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no
further orders for shares shall be processed by Distributors except
such unconditional orders as may have been placed with Distributors
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and Distributors' authority to
process orders for shares on behalf of the Issuer if, in the judgment
of the Issuer, it is in the best interests of the Issuer to do so.
Suspension will continue for such period as may be determined by the
Issuer.
6. Solicitation of Sales - In consideration of these rights granted to
Distributors, Distributors agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent Distributors from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
Distributors to register as a broker or dealer under the Blue Sky Laws
of any jurisdiction in which it is not now registered or to maintain
its registration in any jurisdiction in which it is now registered.
If a sales charge is in effect, Distributors shall have the right to
enter into sales agreements with dealers of its choice for the sale of
shares of the Issuer to the public at the public offering price only
and fix in such agreements the portion of the sales charge which may
be retained by dealers, provided that the Issuer shall approve the
form of the dealer agreement and the dealer discounts set forth
therein and shall evidence such approval by filing said form of dealer
agreement and amendments thereto as an exhibit to its currently
effective Registration Statement under the 1933 Act.
7. Authorized Representations - Distributors is not authorized by the
Issuer to give any information or to make any representations other
than those contained in the appropriate registration statements or
Prospectuses and Statements of Additional Information filed with the
Securities and Exchange Commission under the 1933 Act (as these
registration statements, Prospectuses and Statements of Additional
Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on
behalf of the Issuer for Distributors' use. This shall not be
construed to prevent Distributors from preparing and distributing
sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be
bought or sold by or through Distributors, and Distributors may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all
action necessary to register shares under the 1933 Act (subject to the
necessary approval of its shareholders) so that there will be
available for sale the number of shares Distributors may reasonably be
expected to sell. The Issuer shall make available to Distributors
such number of copies of its currently effective Prospectus and
Statement of Additional Information as Distributors may reasonably
request. The Issuer shall furnish to Distributors copies of all
information, financial statements and other papers which Distributors
may reasonably request for use in connection with the distribution of
shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in
connection with the preparation, setting in type and filing of any
registration statement, Prospectus and Statement of Additional
Information under the 1933 Act and amendments for the issue of its
shares, (b) in connection with the registration and qualification of
shares for sale in the various states in which the Board of Trustees
of the Issuer shall determine it advisable to qualify such shares for
sale (including registering the Issuer as a broker or dealer or any
officer of the Issuer as agent or salesman in any state), (c) of
preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Issuer in their capacity as such,
and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may make payment to
Distributors with respect to any expenses incurred in the distribution
of shares of the Issuer, such payments payable from the past profits
or other resources of FMR including management fees paid to it by the
Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless
Distributors and each of its directors and officers and each person,
if any, who controls Distributors within the meaning of Section 15 of
the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any
alleged loss, liability, claim, damages, or expense and reasonable
counsel fees incurred in connection therewith) arising by reason of
any person acquiring any shares, based upon the ground that the
registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify Distributors or hold
it harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Issuer by or on behalf of Distributors. In no case (i) is the
indemnity of the Issuer in favor of Distributors or any person
indemnified to be deemed to protect Distributors or any person against
any liability to the Issuer or its security holders to which
Distributors or such person would otherwise be subject by reason of
wilful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against Distributors or any person
indemnified unless Distributors or person, as the case may be, shall
have notified the Issuer in writing of the claim within a reasonable
time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon
Distributors or any such person (or after Distributors or such person
shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve
the Issuer from any liability which it may have to Distributors or any
person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this paragraph. The Issuer
shall be entitled to participate at its own expense in the defense,
or, if it so elects, to assume the defense of any suit brought to
enforce any claims, but if the Issuer elects to assume the defense,
the defense shall be conducted by counsel chosen by it and
satisfactory to Distributors or person or persons, defendant or
defendants in the suit. In the event the Issuer elects to assume the
defense of any suit and retain counsel, Distributors, officers or
directors or controlling person or persons, defendant or defendants in
the suit, shall bear the fees and expenses of any additional counsel
retained by them. If the Issuer does not elect to assume the defense
of any suit, it will reimburse Distributors, officers or directors or
controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them.
The Issuer agrees to notify Distributors promptly of the commencement
of any litigation or proceedings against it or any of its officers or
trustees in connection with the issuance or sale of any of the shares.
Distributors also covenants and agrees that it will indemnify and
hold harmless the Issuer and each of its Board members and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of
Distributors or any of its employees or alleging that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Issuer (as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
Distributors. In no case (i) is the indemnity of Distributors in
favor of the Issuer or any person indemnified to be deemed to protect
the Issuer or any person against any liability to which the Issuer or
such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is Distributors to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against the Issuer or any person indemnified unless
the Issuer or person, as the case may be, shall have notified
Distributors in writing of the claim within a reasonable time after
the summons or other first written notification giving information of
the nature of the claim shall have been served upon the Issuer or any
such person (or after the Issuer or such person shall have received
notice of service on any designated agent). However, failure to
notify Distributors of any claim shall not relieve Distributors from
any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to
Distributors, it shall be entitled to participate, at its own expense,
in the defense or, if it so elects, to assume the defense of any suit
brought to enforce the claim, but if Distributors elects to assume the
defense, the defense shall be conducted by counsel chosen by it and
satisfactory to the Issuer, to its officers and Board and to any
controlling person or persons, defendant or defendants in the suit.
In the event that Distributors elects to assume the defense of any
suit and retain counsel, the Issuer or controlling persons, defendant
or defendants in the suit, shall bear the fees and expense of any
additional counsel retained by them. If Distributors does not elect
to assume the defense of any suit, it will reimburse the Issuer,
officers and Board or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. Distributors agrees to notify the Issuer
promptly of the commencement of any litigation or proceedings against
it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until March 31, 199 and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.
13. Notice - Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Issuer, at 82 Devonshire Street,
Boston, Massachusetts, and if to Distributors, at 82 Devonshire
Street, Boston, Massachusetts.
14. Limitation of Liability - Distributors is expressly put on notice
of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Issuer
and agrees that the obligations assumed by the Issuer under this
contract shall be limited in all cases to the Issuer and its assets.
Distributors shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Issuer. Nor shall
Distributors seek satisfaction of any such obligation from the
Trustees or any individual Trustee of the Issuer. Distributors
understands that the rights and obligations of each series of shares
of the Issuer under the Issuer's Declaration of Trust or other
organizational document are separate and distinct from those of any
and all other series.
15. This agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its
name and behalf, and its seal affixed, by one of its officers duly
authorized, and Distributors has executed this instrument in its name
and behalf by one of its officers duly authorized, as of the day and
year first above written.
[SIGNATURE LINES OMITTED]