FIDELITY PHILLIPS STREET TRUST
N-30D, 1999-01-12
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FIDELITY
CASH RESERVES
 
ANNUAL REPORT
NOVEMBER 30, 1998
 
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
 
FIDELITY
CASH RESERVES
 
ANNUAL REPORT
NOVEMBER 30, 1998
 
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
 
FIDELITY
CASH RESERVES
 
ANNUAL REPORT
NOVEMBER 30, 1998
 
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
 
CONTENTS
 
 
PRESIDENT'S MESSAGE     3   Ned Johnson on investing strategies.        
 
PERFORMANCE             4   How the fund has done over time.            
 
FUND TALK               6   The manager's review of fund                
                            performance, strategy and outlook.          
 
INVESTMENT CHANGES      8   A summary of major shifts in the fund's     
                            investments over the past six months        
                            and one year.                               
 
INVESTMENTS             9   A complete list of the fund's investments.  
 
FINANCIAL STATEMENTS    23  Statements of assets and liabilities,       
                            operations, and changes in net assets,      
                            as well as financial highlights.            
 
NOTES                   27  Notes to the financial statements.          
 
REPORT OF INDEPENDENT   30  The auditors' opinion.                      
ACCOUNTANTS                                                             
 
 
Third party marks appearing herein are the property of their
respective owners.
All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.
 
This report is printed on recycled paper using soy-based inks.
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT
AUTHORIZED FOR DISTRIBUTION TO 
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS. 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED 
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-8888 
FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND
MONEY.
 
PRESIDENT'S MESSAGE
 
 
 
(photo_of_Edward_C_Johnson_3d)
 
DEAR SHAREHOLDER:
The month of November proved to be a strong one for the stock and bond
markets. The Dow Jones Industrial Average reached a record high.
Merger activity, which had lulled during the summer correction, has
increased significantly. Small-cap stocks posted their third
consecutive month of positive returns, as did emerging markets. While
bond returns generally were not at the levels of their equity
counterparts, they were mostly positive nonetheless. 
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation. 
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. You should also keep money you'll need in the near future in a
more stable investment.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
If you have questions, please call us at 1-800-544-8888, or visit our
web site at www.fidelity.com. We are available 24 hours a day, seven
days a week to provide you the information you need to make the
investments that are right for you.
 
Best regards,
Edward C. Johnson 3d
 
PERFORMANCE: THE BOTTOM LINE
 
 
To evaluate a money market fund's historical performance, you can look
at either total return or yield. Total return reflects the change in
the value of an investment, assuming reinvestment of the fund's
dividend income. Yield measures the income paid by a fund. Since a
money market fund tries to maintain a $1 share price, yield is an
important measure of performance.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998         PAST 1  PAST 5  PAST 10  
                                        YEAR    YEARS   YEARS    
 
FIDELITY CASH RESERVES                  5.34%   27.89%  70.80%   
 
All Taxable Money Market Funds Average  5.09%   26.67%  67.53%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you had invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be
$1,050. To measure how the fund's performance stacked up against its
peers, you can compare it to the all taxable money market funds
average which reflects the performance of taxable money market funds
with similar objectives tracked by IBC Financial Data, Inc. The past
one year average represents a peer group of 894 money market funds.
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998              PAST 1  PAST 5  PAST 10  
                                             YEAR    YEARS   YEARS    
 
FIDELITY CASH RESERVES                       5.34%   5.04%   5.50%    
 
All Taxable Money Market Funds Average       5.09%   4.85%   5.34%    
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year.
 
YIELDS
                           12/1/98  9/1/98  6/2/98  3/3/98   12/2/97  
 
Fidelity Cash Reserves     4.92%    5.23%   5.21%   5.28%    5.31%    
 
All Taxable Money Market   4.57%    5.03%   5.02%   5.07%    5.09%    
Funds Average                                                         
 
                           12/2/98  9/2/98  6/3/98  2/25/98  12/3/97  
 
MMDA                       2.32%    2.55%   2.51%   2.58%    2.62%    
 
 
Row: 1, Col: 1, Value: 4.92
Row: 1, Col: 2, Value: 4.57
Row: 1, Col: 3, Value: 2.32
Row: 2, Col: 1, Value: 5.23
Row: 2, Col: 2, Value: 5.03
Row: 2, Col: 3, Value: 2.55
Row: 3, Col: 1, Value: 5.21
Row: 3, Col: 2, Value: 5.02
Row: 3, Col: 3, Value: 2.51
Row: 4, Col: 1, Value: 5.28
Row: 4, Col: 2, Value: 5.07
Row: 4, Col: 3, Value: 2.58
Row: 5, Col: 1, Value: 5.31
Row: 5, Col: 2, Value: 5.09
Row: 5, Col: 3, Value: 2.62
 
Fidelity Cash 
Reserves
All Taxable Money 
Market Funds
Average
MMDA
6% -
5% -
4% -
3% -
2% -
1% -
0% 
 
YIELD refers to the income paid by the fund over a given period.
Yields for money market funds are usually for seven-day periods,
expressed as annual percentage rates. A yield that assumes income
earned is reinvested or compounded is called an effective yield. The
chart above shows the fund's current seven-day yield at quarterly
intervals over the past year. You can compare these yields to the all
taxable money market funds average and the bank money market deposit
account (MMDA) average. Figures for the all taxable money market funds
average are from IBC Financial Data, Inc. The MMDA average is supplied
by BANK RATE MONITOR(trademark).
 
A MONEY MARKET FUND'S TOTAL RETURNS AND YIELDS WILL VARY, AND REFLECT
PAST RESULTS RATHER THAN PREDICT FUTURE PERFORMANCE.
 
COMPARING
PERFORMANCE
There are some important 
differences between a bank 
money market deposit account 
(MMDA) and a money market 
fund. First, the U.S. 
government neither insures nor 
guarantees a money market 
fund. In fact, there is no 
assurance that a money 
market fund will maintain a 
$1 share price. Second, a 
money market fund returns 
to its shareholders income 
earned by the fund's 
investments after expenses. 
This is in contrast to banks, 
which set their MMDA rates 
periodically based on current 
interest rates, competitors' 
rates, and internal criteria.
(checkmark)
 
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with John Todd, Portfolio Manager of Fidelity Cash
Reserves
Q. JOHN, WHAT WAS THE INVESTMENT ENVIRONMENT LIKE DURING THE FUND'S
FISCAL YEAR THAT ENDED NOVEMBER 30, 1998?
A. Despite being buoyed by continued strong domestic consumption, real
GDP - gross domestic product adjusted for inflation - slowed to a 1.8%
annual rate in the second quarter of 1998 from 5.5% in the first
quarter, in part because of the Asian economic crisis' negative
influence on trade and inventories. While growth re-accelerated to
3.9% in the third quarter of 1998, the slowdown in the second quarter
caused a shift in market sentiment; most market observers revised
downward their expectations for economic growth and corporate profit
projections for the next several quarters. This factor, combined with
Russia's mid-August currency devaluations and default on its
short-term debt, sparked declines in stock market indexes that had
reached record highs earlier in the third quarter, and caused the
yield differential between U.S. Treasuries and all other debt
obligations to widen considerably. In addition, falling commodity
prices hurt Canada - one of the main trading partners of the U.S. -
forcing that country's central bank to raise interest rates to keep
its currency from continuing to drop in value. We saw similar currency
drops and interest-rate hikes in Latin America, where the U.S. also
trades a great deal. Fears arose that this "Asian contagion" would
start to erode U.S. economic growth and lead to further problems in
both the economy and the capital markets, which were rocked by the
well-publicized problems encountered by several highly leveraged hedge
funds. 
Q. HOW DID THIS BACKDROP AFFECT MONETARY POLICY?
A. Up until mid-July, it was commonly believed that the Federal
Reserve Board might raise the rate banks charge each other for
overnight loans - the fed funds rate - to slow economic growth and
keep inflation under control. The Fed maintained a bias toward raising
rates until its September meeting, when it cut the fed funds rate by
0.25 percentage points to 5.25%. Explaining that it was trying to head
off slower growth in the future, the Fed's cut came amid further
deterioration in the financial markets generally and growing problems
with liquidity in the fixed-income markets specifically. Three weeks
later on October 15, the Fed - acting out of character by making an
announcement between meetings of its Open Market Committee - cut
short-term interest rates an additional one-quarter percentage point
to 5.00%. Then, on November 17, the Fed further reduced the fed funds
rate by another 0.25 percentage points to 4.75%, marking the third
reduction in that rate in just seven weeks. These moves came in
response to a continued deterioration in the fixed-income markets, and
was an attempt on the Fed's part to try to avoid a "credit crunch" -
where lenders hold back from lending to even the most creditworthy
borrowers.
Q. WHAT STRATEGY DID YOU PURSUE WITH THE FUND?
A. Throughout the period, I kept the fund's average maturity longer
than the average of its peers. In the beginning of the period, the
best opportunities were found on either end of the maturity spectrum,
so I pursued a barbell strategy - focusing on investments with very
short maturities on the one hand and one-year securities on the other.
When the economic outlook started to deteriorate and called for
declining interest rates, I looked for opportunities to maintain the
fund's average maturity, shifting investments from very-short-term and
one-year securities to those in the three- to six-month range. Those
maturities offered the most attractive rates and were also appealing
from a credit standpoint, given the growing uncertainty in the market
about different issuers' exposure to hedge fund-related problems.
Q. HOW DID THE FUND PERFORM?
A. The fund's seven-day yield on November 30, 1998, was 4.92% compared
to 5.30% 12 months ago. For the 12 months that ended November 30,
1998, the fund had a total return of 5.34%, compared to 5.09% for the
all taxable money market funds average, according to IBC Financial
Data, Inc.
Q. WHAT'S YOUR OUTLOOK?
A. An announcement from the Fed suggesting it was done cutting
interest rates for the near future accompanied its latest
interest-rate cut in November. Barring another unraveling of the
markets, I believe the Fed is likely to keep interest rates unchanged
until at least the first quarter of 1999, when we'll see more easily
the influence of the rate cuts it already has implemented. The Fed
wants to make sure it doesn't overstimulate the economy to the point
where inflationary pressures build, especially since interest rates
were recently cut unexpectedly in Europe. It looks as if the Fed will
be comfortable standing pat over the near term.
 
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
 
FUND FACTS
GOAL: income and a stable 
$1 share price by investing in 
high-quality, short-term money 
market securities of all types
 
FUND NUMBER: 055
 
TRADING SYMBOL: FDRXX
 
START DATE: May 10, 1979
 
SIZE: as of November 30, 
1998, more than $30.7 billion
 
MANAGER: John Todd, since 
1997; manager, several 
Fidelity and Spartan taxable 
money market funds; joined 
Fidelity in 1981
(checkmark)
 
INVESTMENT CHANGES 
 
 
 
 
MATURITY DIVERSIFICATION                                           
 
DAYS                      % OF FUND'S   % OF FUND'S   % OF FUND'S  
                          INVESTMENTS   INVESTMENTS   INVESTMENTS  
                          11/30/98      5/31/98       11/30/97     
 
  0 - 30                   33            47            44          
 
 31 - 90                   33            30            29          
 
 91 - 180                  30            15            18          
 
181 - 397                  4             8             9           
 
WEIGHTED AVERAGE MATURITY                                   
 
                             11/30/98  5/31/98   11/30/97   
 
Fidelity Cash Reserves       70 Days   65 Days   69 Days    
 
All Taxable                  59 Days   56 Days   55 Days    
Money Market Funds Average*                                 
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)               
 
AS OF NOVEMBER 30, 1998 AS OF MAY 31, 1998 
ROW: 1, COL: 1, VALUE: 60.0
ROW: 1, COL: 2, VALUE: 39.0
ROW: 1, COL: 3, VALUE: 1.0
BANK CDS, BAS,
TDS, AND NOTES 56%
COMMERCIAL PAPER 43%
GOVERNMENT 
SECURITIES 1%
   
BANK CDS, BAS,
TDS, AND NOTES 60%
COMMERCIAL PAPER 39%
GOVERNMENT 
SECURITIES 1%
   
ROW: 1, COL: 1, VALUE: 56.0
ROW: 1, COL: 2, VALUE: 43.0
ROW: 1, COL: 3, VALUE: 1.0
 
INVESTMENTS NOVEMBER 30, 1998  
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                  <C>                   <C>                <C>          <C>              
CERTIFICATES OF DEPOSIT - 43.8%  
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT                VALUE (NOTE 1)   
DATE                                                 TIME OF PURCHASE      (000S)                          (000S)           
 
DOMESTIC CERTIFICATES OF DEPOSIT - 6.4% 
 
Bank of America National Trust & Savings Association 
 
 3/24/99                                              5.34%                $ 200,000                       $ 200,000        
 
Chase Manhattan Bank                                                                                                        
 
 3/22/99                                              4.95                  310,000                         310,000         
 
Chase Manhattan Bank (USA)                                                                                                  
 
 2/22/99                                              5.00                  40,000                          40,000          
 
 3/2/99                                               5.50                  360,000                         360,000         
 
CoreStates Bank NA, Philadelphia                                                                                            
 
 12/9/98                                              5.23 (b)              15,000                          15,000          
 
First Union National Bank of North Carolina                                                                                 
 
 3/9/99                                               5.42                  220,000                         220,000         
 
 4/12/99                                              5.44                  145,000                         145,000         
 
Fleet National Bank                                                                                                         
 
 2/3/99                                               5.31 (b)              122,000                         121,938         
 
Mellon Bank NA, Pittsburgh                                                                                                  
 
 2/17/99                                              5.00                  20,000                          20,000          
 
Morgan Guaranty Trust Co., NY                                                                                               
 
 12/9/98                                              5.29                  75,000                          75,000          
 
 12/14/98                                             5.29                  320,000                         320,000         
 
 3/22/99                                              4.95                  149,000                         149,000         
 
                                                                                                            1,975,938       
 
LONDON BRANCH, EURODOLLAR, DOMESTIC BANKS - 0.9%                                                                            
 
NationsBank NA                                                                                                              
 
 2/16/99                                              5.60                  120,000                         120,000         
 
 3/2/99                                               5.50                  170,000                         170,000         
 
                                                                                                            290,000         
 
LONDON BRANCH, EURODOLLAR, FOREIGN BANKS - 12.7%                                                                            
 
Abbey National Treasury Services PLC                                                                                        
 
 12/3/98                                              5.50                  75,000                          75,000          
 
 12/10/98                                             5.50                  266,000                         266,001         
 
 12/23/98                                             5.62                  225,000                         225,000         
 
 12/28/98                                             5.43                  195,000                         195,000         
 
 12/29/98                                             5.62                  150,000                         150,000         
 
 3/15/99                                              5.15                  450,000                         449,993         
 
ABN-AMRO Bank NV                                                                                                            
 
 12/22/98                                             5.12                  100,000                         100,000         
 
Bank of Scotland Treasury Services                                                                                          
 
 12/29/98                                             5.62                  135,000                         135,000         
 
CERTIFICATES OF DEPOSIT - CONTINUED                                                                                         
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT                VALUE (NOTE 1)   
DATE                                                 TIME OF PURCHASE      (000S)                          (000S)           
 
LONDON BRANCH, EURODOLLAR, FOREIGN BANKS - CONTINUED                                                                        
 
Bank of Scotland Treasury Services - continued                                                                              
 
 2/22/99                                              5.03%                $ 70,000                        $ 70,002         
 
Banque Nationale de Paris                                                                                                   
 
 5/4/99                                               5.05                  20,000                          19,997          
 
Barclays Bank PLC                                                                                                           
 
 12/14/98                                             5.28                  112,000                         112,000         
 
 12/17/98                                             5.60                  150,000                         150,000         
 
 12/29/98                                             5.64                  300,000                         300,000         
 
Bayerische Hypo-und Vereinsbank AG                                                                                          
 
 12/18/98                                             5.26                  56,000                          56,000          
 
 12/29/98                                             5.62                  100,000                         100,001         
 
 3/23/99                                              5.09                  200,000                         200,003         
 
 4/26/99                                              5.06                  90,000                          90,004          
 
Commerzbank AG                                                                                                              
 
 12/2/98                                              5.41                  47,000                          47,000          
 
 12/31/98                                             5.13                  150,000                         150,001         
 
Deutsche Bank AG                                                                                                            
 
 12/11/98                                             5.41                  200,000                         200,002         
 
Halifax PLC                                                                                                                 
 
 12/1/98                                              5.19                  65,000                          65,000          
 
 12/11/98                                             5.41                  100,000                         100,002         
 
 2/16/99                                              5.60                  145,000                         145,009         
 
Norddeutsche Landesbank Girozentrale                                                                                        
 
 12/2/98                                              5.51                  70,000                          70,000          
 
RaboBank Nederland Coop. Central                                                                                            
 
 4/12/99                                              5.05                  135,000                         135,000         
 
Svenska Handelsbanken                                                                                                       
 
 12/17/98                                             5.41                  110,000                         110,000         
 
 12/29/98                                             5.13                  140,000                         140,001         
 
 2/8/99                                               5.39                  55,000                          55,001          
 
Westpac Banking Corp.                                                                                                      
 
 12/14/98                                             5.30                  25,000                          25,000          
 
                                                                                                            3,936,017       
 
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 23.8%                                                                       
 
ABN-AMRO Bank NV                                                                                                            
 
 6/7/99                                               5.76                  15,000                          14,996          
 
Banque Nationale de Paris                                                                                                   
 
 12/14/98                                             5.41                  50,000                          50,000          
 
CERTIFICATES OF DEPOSIT - CONTINUED                                                                                         
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT                VALUE (NOTE 1)   
DATE                                                 TIME OF PURCHASE      (000S)                          (000S)           
 
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - CONTINUED                                                                   
 
Banque Nationale de Paris - continued                                                                                       
 
 2/4/99                                               5.20%                $ 35,000                        $ 35,000         
 
 2/5/99                                               5.45                  56,000                          55,990          
 
 3/1/99                                               5.47                  20,000                          20,003          
 
 5/4/99                                               5.01                  50,000                          50,000          
 
Bayerische Hypo-und Vereinsbank AG                                                                                          
 
 12/10/98                                             5.47                  185,000                         185,000         
 
 2/26/99                                              5.70                  200,000                         199,977         
 
 3/10/99                                              5.40                  185,000                         185,000         
 
Bayerische Hypotheken-und Wechselbank AG                                                                                   
 
 4/1/99                                               5.50                  50,000                          50,018          
 
Bayerische Landesbank Girozentrale                                                                                          
 
 12/1/98                                              5.56                  200,000                         200,000         
 
Canadian Imperial Bank of Commerce                                                                                          
 
 12/1/98                                              5.54                  165,000                         165,000         
 
 12/2/98                                              5.26                  20,000                          20,000          
 
 12/7/98                                              5.26                  30,000                          30,000          
 
 2/3/99                                               5.27                  100,000                         100,000         
 
 2/4/99                                               5.27                  125,000                         125,000         
 
 3/2/99                                               5.70                  145,000                         144,977         
 
 3/30/99                                              5.46                  20,000                          20,006          
 
 4/1/99                                               5.50                  75,000                          75,028          
 
 4/5/99                                               5.09                  220,000                         220,000         
 
Commerzbank AG                                                                                                              
 
 3/11/99                                              5.18                  25,000                          25,013          
 
 5/4/99                                               5.01                  225,000                         225,000         
 
 5/10/99                                              5.13                  150,000                         150,000         
 
Credit Agricole Indosuez                                                                                                    
 
 2/26/99                                              5.70                  10,000                          9,999           
 
 4/28/99                                              5.81                  190,000                         189,970         
 
 4/30/99                                              5.87                  150,000                         149,965         
 
Credit Communale de Belgique                                                                                                
 
 12/21/98                                             5.62                  100,000                         100,000         
 
 2/3/99                                               5.64                  110,000                         110,000         
 
Den Danske Bank Group AS                                                                                                    
 
 2/9/99                                               5.30                  45,000                          45,001          
 
Deutsche Bank AG                                                                                                            
 
 2/5/99                                               5.25                  100,000                         100,000         
 
 2/10/99                                              5.60                  75,000                          74,993          
 
CERTIFICATES OF DEPOSIT - CONTINUED                                                                                         
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT                VALUE (NOTE 1)   
DATE                                                 TIME OF PURCHASE      (000S)                          (000S)           
 
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - CONTINUED                                                                   
 
Deutsche Bank AG - continued                                                                                                
 
 2/11/99                                              5.60%                $ 65,000                        $ 65,000         
 
 3/5/99                                               5.75                  240,000                         239,967         
 
 5/6/99                                               5.04                  100,000                         100,000         
 
Dresdner Bank AG                                                                                                            
 
 2/16/99                                              5.34                  200,000                         200,000         
 
 4/26/99                                              5.05                  85,000                          85,000          
 
Generale de Banque SA                                                                                                       
 
 5/5/99                                               5.05                  50,000                          50,002          
 
Lloyds Bank PLC                                                                                                             
 
 2/12/99                                              5.30                  40,000                          40,000          
 
National Westminster Bank PLC                                                                                               
 
 2/26/99                                              5.70                  140,000                         139,987         
 
 3/2/99                                               5.70                  145,000                         144,983         
 
 6/7/99                                               5.75                  145,000                         144,952         
 
Norddeutsche Landesbank Girozentrale                                                                                        
 
 6/7/99                                               5.76                  75,000                          74,974          
 
 7/26/99                                              5.73                  200,000                         199,932         
 
Rabobank Nederland Coop. Central                                                                                            
 
 12/10/98                                             5.41                  50,000                          50,000          
 
 5/5/99                                               5.83                  50,000                          49,988          
 
 6/4/99                                               5.75                  100,000                         99,966          
 
 8/18/99                                              5.00                  50,000                          50,181          
 
Royal Bank of Canada                                                                                                        
 
 2/10/99                                              5.60                  145,000                         144,985         
 
 2/26/99                                              5.70                  95,000                          94,985          
 
Royal Bank of Scotland PLC                                                                                                  
 
 2/9/99                                               5.30                  45,000                          45,000          
 
Societe Generale                                                                                                            
 
 2/25/99                                              5.53                  40,000                          39,995          
 
Swiss Bank Corp.                                                                                                            
 
 12/16/98                                             5.55                  70,000                          70,007          
 
 3/19/99                                              5.70                  185,000                         184,963         
 
 4/5/99                                               5.45                  116,000                         116,051         
 
 4/30/99                                              5.87                  150,000                         149,965         
 
 6/3/99                                               5.75                  215,000                         214,927         
 
 6/11/99                                              5.80                  150,000                         149,955         
 
Toronto Dominion Bank                                                                                                       
 
 12/2/98                                              5.49                  160,000                         160,000         
 
CERTIFICATES OF DEPOSIT - CONTINUED                                                                                         
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT                VALUE (NOTE 1)   
DATE                                                 TIME OF PURCHASE      (000S)                          (000S)           
 
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - CONTINUED                                                                   
 
Toronto Dominion Bank - continued                                                                                           
 
 2/11/99                                              5.60%                $ 130,000                       $ 130,000        
 
 5/10/99                                              5.15                  150,000                         150,000         
 
 6/4/99                                               5.75                  140,000                         139,952         
 
 7/26/99                                              5.73                  60,000                          59,978          
 
Westdeutsche Landesbank Girozentrale                                                                                        
 
 12/21/98                                             5.12                  165,000                         165,000         
 
 2/4/99                                               5.64                  140,000                         140,000         
 
 2/8/99                                               5.18                  50,000                          50,000          
 
 2/8/99                                               5.63                  145,000                         145,000         
 
 2/9/99                                               5.18                  130,000                         130,000         
 
                                                                                                            7,341,631       
 
TOTAL CERTIFICATES OF DEPOSIT                                                                               13,543,586 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                   <C>                   <C>                <C>          <C> 
COMMERCIAL PAPER - 39.3% 
 
            
 
AC Acquisition Holding Co. 
 
 12/14/98                                             5.44                  75,000                          74,855          
 
American Express Credit Corp. 
 
 2/3/99                                               5.45                  75,000                          74,289          
 
 2/18/99                                              5.37                  150,000                         148,272         
 
Aspen Funding Corp. 
 
 2/16/99                                              5.43                  21,000                          20,760          
 
 2/24/99                                              5.60                  75,000                          74,036          
 
 3/10/99                                              5.40                  70,000                          68,980          
 
Asset Securitization Coop. Corp. 
 
 12/7/98                                              5.59                  120,000                         119,890         
 
 12/8/98                                              5.59                  128,500                         128,363         
 
 12/9/98                                              5.28                  35,000                          34,959          
 
 12/9/98                                              5.59                  135,000                         134,835         
 
 1/28/99                                              5.31                  138,000                         136,835         
 
 2/16/99                                              5.43                  136,000                         134,444         
 
 2/17/99                                              5.33                  25,000                          24,716          
 
 2/17/99                                              5.35                  75,000                          74,144          
 
 2/18/99                                              5.43                  123,000                         121,556         
 
 3/11/99                                              5.28                  110,000                         108,411         
 
Associates Corp. of North America 
 
 12/4/98                                              5.50                  50,000                          49,977          
 
COMMERCIAL PAPER - CONTINUED  
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT                VALUE (NOTE 1) 
DATE                                                 TIME OF PURCHASE      (000S)                          (000S)           
 
Associates Corp. of North America - continued 
 
 2/10/99                                              5.08%                $ 60,000                        $ 59,408         
 
 2/18/99                                              5.59                  50,000                          49,403          
 
AVCO Financial Services, Inc. 
 
 12/9/98                                              5.59                  65,000                          64,921          
 
Bank of Nova Scotia 
 
 12/28/98                                             5.13                  100,000                         99,619          
 
 3/1/99                                               5.21                  155,000                         153,007         
 
Bear Stearns Companies, Inc. 
 
 3/11/99                                              5.40                  60,000                          59,115          
 
 3/15/99                                              5.40                  58,000                          57,112          
 
Chase Manhattan Corp. 
 
 2/26/99                                              5.22                  230,000                         227,137         
 
 3/11/99                                              5.26                  190,000                         187,271         
 
CIT Group, Inc. 
 
 2/3/99                                               5.50                  75,000                          74,283          
 
 2/17/99                                              5.40                  35,000                          34,600          
 
 3/11/99                                              5.34                  75,000                          73,917          
 
Citibank Credit Card Master Trust I (Dakota Certificate Program) 
 
 12/10/98                                             5.49                  30,000                          29,959          
 
 1/20/99                                              5.32                  40,000                          39,708          
 
 1/21/99                                              5.32                  40,000                          39,702          
 
 1/25/99                                              5.32                  25,000                          24,799          
 
 1/26/99                                              5.33                  40,000                          39,673          
 
 2/4/99                                               5.41                  110,000                         108,937         
 
 2/8/99                                               5.30                  50,000                          49,500          
 
 2/9/99                                               5.37                  29,000                          28,701          
 
 2/9/99                                               5.48                  38,000                          37,601          
 
 2/16/99                                              5.43                  50,000                          49,428          
 
 2/17/99                                              5.43                  39,000                          38,548          
 
Commerzbank US Finance, Inc. 
 
 2/9/99                                               5.36                  100,000                         98,971          
 
Cregem North America, Inc. 
 
 12/14/98                                             5.42                  45,000                          44,913          
 
Delaware Funding Corp. 
 
 12/16/98                                             5.22                  48,000                          47,896          
 
Den Danske Corp., Inc. 
 
 12/29/98                                             5.12                  45,000                          44,822          
 
Deutsche Bank Financial, Inc. 
 
 2/22/99                                              5.30                  160,000                         158,071         
 
COMMERCIAL PAPER - CONTINUED  
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT                VALUE (NOTE 1)   
DATE                                                 TIME OF PURCHASE      (000S)                          (000S)           
 
Diageo Capital PLC 
 
 12/11/98                                             5.16%                $ 15,000                        $ 14,979         
 
Enterprise Funding Corp. 
 
 12/10/98                                             5.23                  45,936                          45,876          
 
 12/16/98                                             5.24                  64,064                          63,925          
 
 1/21/99                                              5.30                  20,339                          20,188          
 
 2/4/99                                               5.52                  10,000                          9,902           
 
Fina Oil & Chemical Co. 
 
 12/16/98                                             5.33                  15,000                          14,967          
 
Finova Capital Corp.
 
 2/4/99                                               5.54                  20,000                          19,802          
 
 2/16/99                                              5.64                  67,000                          66,205          
 
 2/16/99                                              5.70                  17,000                          16,796          
 
 2/18/99                                              5.71                  40,000                          39,507          
 
Ford Credit Europe PLC 
 
 3/22/99                                              5.14                  150,000                         147,664         
 
Ford Motor Credit Co. 
 
 2/22/99                                              5.30                  100,000                         98,794          
 
General Electric Capital Corp. 
 
 12/15/98                                             5.49                  100,000                         99,790          
 
 12/16/98                                             5.49                  93,000                          92,790          
 
 2/1/99                                               5.62                  50,000                          49,529          
 
 2/16/99                                              5.46                  150,000                         148,290         
 
 2/17/99                                              5.60                  130,000                         128,465         
 
 2/18/99                                              5.04                  65,000                          64,294          
 
 2/18/99                                              5.37                  100,000                         98,848          
 
 2/22/99                                              5.58                  200,000                         197,496         
 
 2/23/99                                              5.58                  145,000                         143,163         
 
 3/11/99                                              5.24                  150,000                         147,854         
 
 3/18/99                                              5.24                  150,000                         147,704         
 
 3/22/99                                              5.23                  160,000                         157,464         
 
General Electric Capital Services, Inc. 
 
 2/16/99                                              5.04                  100,000                         98,941          
 
 2/18/99                                              5.04                  30,000                          29,674          
 
General Electric Co.
 
 2/10/99                                              5.11                  100,000                         99,008          
 
General Motors Acceptance Corp. 
 
 1/26/99                                              5.67                  100,000                         99,144          
 
 1/28/99                                              5.13                  250,000                         247,962         
 
 2/9/99                                               5.16                  400,000                         396,049         
 
COMMERCIAL PAPER - CONTINUED 
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT                VALUE (NOTE 1)   
DATE                                                 TIME OF PURCHASE      (000S)                          (000S)           
 
General Motors Acceptance Corp. - continued 
 
 3/8/99                                               5.25%                $ 135,000                       $ 133,123        
 
 3/17/99                                              5.23                  275,000                         270,838         
 
Generale de Banque SA 
 
 12/10/98                                             5.50                  30,000                          29,959          
 
 2/8/99                                               5.61                  75,000                          74,215          
 
 2/16/99                                              5.61                  75,000                          74,126          
 
 2/17/99                                              5.61                  50,000                          49,410          
 
Goldman Sachs Group L.P. (The) 
 
 2/16/99                                              5.38                  150,000                         148,300         
 
 3/11/99                                              5.34                  150,000                         147,812         
 
GTE Corp.   
 
 12/18/98                                             5.33                  6,000                           5,985           
 
 1/26/99                                              5.37                  16,000                          15,868          
 
 1/26/99                                              5.39                  19,000                          18,843          
 
Halifax PLC 
 
 2/24/99                                              5.55                  175,000                         172,769         
 
Heller Financial, Inc. 
 
 12/8/98                                              5.64                  34,000                          33,963          
 
 12/17/98                                             5.64                  45,000                          44,888          
 
 12/22/98                                             5.65                  25,000                          24,918          
 
 1/28/99                                              5.83                  20,000                          19,815          
 
 2/22/99                                              5.83                  12,000                          11,841          
 
Household Finance Corp. 
 
 12/1/98                                              5.53                  130,000                         130,000         
 
 12/8/98                                              5.52                  80,000                          79,915          
 
Kitty Hawk Funding Corp. 
 
 1/20/99                                              5.32                  16,386                          16,267          
 
 2/22/99                                              5.37                  20,000                          19,756          
 
 2/26/99                                              5.43                  25,000                          24,676          
 
 3/4/99                                               5.33                  33,185                          32,735          
 
MCI WorldCom, Inc. 
 
 1/28/99                                              5.83                  95,000                          94,120          
 
 1/29/99                                              5.83                  9,000                           8,915           
 
Monsanto Co. 
 
 2/18/99                                              5.42                  15,000                          14,826          
 
 3/16/99                                              5.39                  15,000                          14,770          
 
 3/22/99                                              5.40                  15,000                          14,757          
 
Morgan (JP) & Co., Inc. 
 
 12/15/98                                             5.55                  40,000                          39,915          
 
COMMERCIAL PAPER - CONTINUED 
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT                VALUE (NOTE 1)   
DATE                                                 TIME OF PURCHASE      (000S)                          (000S)           
 
Morgan Stanley, Dean Witter & Co.
 
 1/21/99                                              5.22%                $ 260,000                       $ 258,103        
 
 2/11/99                                              5.41                  95,000                          93,985          
 
 2/12/99                                              5.40                  40,000                          39,568          
 
National Australia Funding, Inc. 
 
 2/22/99                                              5.35                  100,000                         98,794          
 
 3/10/99                                              5.41                  145,000                         142,899         
 
Nationwide Building Society  
 
 12/10/98                                             5.42                  45,000                          44,940          
 
New Center Asset Trust 
 
 12/1/98                                              5.50                  240,406                         240,406         
 
 2/8/99                                               5.16                  58,000                          57,435          
 
 3/17/99                                              5.24                  65,000                          64,014          
 
Nordbanken, North America, Inc. 
 
 3/1/99                                               5.26                  165,000                         162,883         
 
Norfolk Southern Corp. 
 
 1/28/99                                              6.09                  23,000                          22,777          
 
 1/29/99                                              6.09                  95,000                          94,063          
 
PHH Corp.   
 
 2/18/99                                              6.10                  95,000                          93,747          
 
 2/23/99                                              6.10                  44,000                          43,383          
 
Preferred Receivables Funding Corp. 
 
 12/14/98                                             5.21                  66,000                          65,877          
 
 12/16/98                                             5.28                  40,000                          39,913          
 
 12/21/98                                             5.22                  60,000                          59,827          
 
 2/10/99                                              5.46                  26,375                          26,094          
 
Rabobank USA Financial Corp. 
 
 12/1/98                                              5.40                  161,000                         161,000         
 
Salomon Smith Barney Holdings, Inc. 
 
 12/3/98                                              5.52                  110,000                         109,967         
 
 1/25/99                                              5.27                  100,000                         99,206          
 
 2/16/99                                              5.40                  60,000                          59,317          
 
 2/22/99                                              5.25                  60,000                          59,283          
 
 3/2/99                                               5.25                  125,000                         123,370         
 
 3/22/99                                              5.25                  40,000                          39,364          
 
Sears Roebuck Acceptance Corp. 
 
 12/16/98                                             5.19                  45,000                          44,903          
 
 2/24/99                                              5.55                  45,000                          44,426          
 
Societe Generale North America, Inc. 
 
 12/23/98                                             5.45                  190,000                         189,375         
 
COMMERCIAL PAPER - CONTINUED 
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT                VALUE (NOTE 1)   
DATE                                                 TIME OF PURCHASE      (000S)                          (000S)           
 
Societe Generale North America, Inc. - continued 
 
 2/25/99                                              5.34%                $ 150,000                       $ 148,130        
 
Svenska Handelsbanken, Inc. 
 
 2/23/99                                              5.58                  75,000                          74,050          
 
Textron, Inc. 
 
 12/8/98                                              5.73                  10,000                          9,989           
 
 12/9/98                                              5.60                  7,000                           6,991           
 
 12/9/98                                              5.70                  7,000                           6,991           
 
 12/14/98                                             5.60                  23,000                          22,954          
 
 12/21/98                                             5.74                  21,000                          20,934          
 
 1/29/99                                              6.16                  15,000                          14,851          
 
Three Rivers Funding Corp. 
 
 12/10/98                                             5.30                  28,000                          27,963          
 
Transamerica Finance Corp. 
 
 12/14/98                                             5.44                  30,000                          29,942          
 
Triple A One Funding Corp.
 
 12/3/98                                              5.23                  25,000                          24,993          
 
 12/3/98                                              5.25                  24,212                          24,205          
 
 2/11/99                                              5.36                  18,000                          17,810          
 
UBS Finance (Delaware), Inc.
 
 12/15/98                                             5.29                  295,000                         294,399         
 
 3/1/99                                               5.05                  150,000                         148,140         
 
 3/2/99                                               5.50                  150,000                         147,971         
 
Unifunding, Inc. 
 
 12/16/98                                             5.65                  45,000                          44,897          
 
 12/30/98                                             5.14                  60,000                          59,754          
 
 2/9/99                                               5.28                  50,000                          49,493          
 
 3/9/99                                               5.35                  36,215                          35,700          
 
 3/19/99                                              5.35                  50,000                          49,218          
 
TOTAL COMMERCIAL PAPER                                                                                      12,161,033 
 
 
FEDERAL AGENCIES - 1.0%                                  
 
                                                         
 
FANNIE MAE - 1.0%                                        
 
Discount Notes - 1.0%                                    
 
 3/3/99                                               5.06                   174,500                         172,295  
 
 3/3/99                                               5.07                   125,000                         123,417  
 
TOTAL FEDERAL AGENCIES                                                                                       295,712  
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                   <C>                   <C>                <C>         <C>              
BANK NOTES - 7.6%                                                                                                  
 
DUE                                                   ANNUALIZED YIELD AT   PRINCIPAL AMOUNT               VALUE (NOTE 1)   
DATE                                                  TIME OF PURCHASE      (000S)                         (000S)           
 
Abbey National Treasury Services PLC                                                                               
 
 2/17/99                                              5.25% (a)(b)         $ 140,000                      $ 139,914        
 
Comerica Bank, Detroit                                                                                             
 
 2/9/99                                               5.39 (b)               41,000                         40,985          
 
First Union National Bank of North Carolina                                                                        
 
 12/1/98                                              4.93                   100,000                        99,998          
 
 12/1/98                                              5.09                   225,000                        224,998         
 
 1/20/99                                              5.22 (b)               60,000                         60,000          
 
Fleet National Bank, Providence                                                                                    
 
 2/4/99                                               5.27 (b)               121,000                        120,944         
 
Key Bank NA                                                                                                        
 
 12/1/98                                              5.05 (b)               50,000                         49,996          
 
 12/21/98                                             4.94 (b)               85,000                         84,959          
 
LaSalle National Bank, Chicago                                                                                     
 
 2/17/99                                              5.30                   100,000                        100,000         
 
NationsBank NA                                                                                                     
 
 2/22/99                                              5.05                   135,000                        135,000         
 
 2/23/99                                              5.04                   200,000                        200,000         
 
 3/17/99                                              5.30                   205,000                        205,000         
 
 3/22/99                                              4.95                   130,000                        130,000         
 
 4/13/99                                              5.05                   200,000                        200,000         
 
 4/20/99                                              4.90                   130,000                        130,000         
 
PNC Bank NA, Pittsburgh                                                                                            
 
 12/1/98                                              5.10 (b)               70,800                         70,767          
 
 12/1/98                                              5.10 (b)               50,000                         49,977          
 
 1/19/99                                              5.23 (b)               135,000                        134,990         
 
 2/3/99                                               5.22 (b)               121,000                        120,984         
 
Westpac Banking Corp.                                                                                              
 
 5/5/99                                               5.85                   50,000                         49,990          
 
TOTAL BANK NOTES                                                                                            2,348,502  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>                    <C>                <C>       <C>              
MASTER NOTES - 2.1%                                                                                 
 
                                                                                                    
 
Goldman Sachs Group L.P. (The)                                                                      
 
 12/8/98                                              5.56 (b)(c)            325,000                        325,000         
 
 1/27/99                                              5.27 (b)               25,000                         25,000          
 
J.P. Morgan Securities, Inc.                                                                        
 
 12/7/98                                              5.26 (b)               275,000                        275,000         
 
MASTER NOTES - CONTINUED                                                                            
 
DUE                                                   ANNUALIZED YIELD AT    PRINCIPAL AMOUNT              VALUE (NOTE 1)   
DATE                                                  TIME OF PURCHASE       (000S)                        (000S)           
 
SunTrust Banks, Inc.                                                                                
 
 12/1/98                                              5.57% (b)            $ 40,000                      $ 40,000         
 
TOTAL MASTER NOTES                                                                                         665,000 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                   <C>                     <C>       <C>                <C>       
MEDIUM-TERM NOTES - 2.0%                                                              
 
                                                                                      
 
General Electric Capital Corp.                                                        
 
 12/9/98                                               5.54 (b)               46,000                       46,000   
 
Merrill Lynch & Co., Inc.                                                             
 
 12/4/98                                               5.52 (b)               75,000                       74,993   
 
Morgan Guaranty Trust Co., NY                                                         
 
 12/28/98                                              5.00 (b)               161,000                      160,936  
 
Morgan Stanley, Dean Witter, Discover & Co.                                           
 
 12/1/98                                               5.18 (b)               125,000                      125,000  
 
Norwest Corp.                                                                         
 
 1/22/99                                               5.21 (b)               118,000                      118,000  
 
Premier Auto Trust                                                                    
 
 6/8/99                                                5.41                   94,194                       94,183   
 
TOTAL MEDIUM-TERM NOTES                                                                                    619,112 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>                   <C>                <C>         <C>  
SHORT-TERM NOTES - 4.2%                                                                                          
 
                                                                                                                 
 
Capital One Funding Corp. (1996-D)                                                                               
 
 12/7/98                                               5.18                  22,340                         22,340          
 
Capital One Funding Corp. (1996-F)                                                                               
 
 12/7/98                                               5.18                  37,059                         37,059          
 
Capital One Funding Corp. (1996-G)                                                                               
 
 12/7/98                                               5.18                  3,878                          3,878           
 
Capital One Funding Corp. (1996-H)                                                                               
 
 12/7/98                                               5.14 (b)              17,083                         17,083          
 
Capital One Funding Corp. (1997-E)                                                                               
 
 12/7/98                                               5.18                  19,700                         19,700          
 
Capital One Funding Corp. (1997-F)                                                                               
 
 12/7/98                                               5.18                  6,900                          6,900           
 
Capital One Funding Corp. (1997-G)                                                                               
 
 12/7/98                                               5.18                  9,800                          9,800           
 
SHORT-TERM NOTES - CONTINUED                                                                                     
 
DUE                                                   ANNUALIZED YIELD AT   PRINCIPAL AMOUNT               VALUE (NOTE 1)   
DATE                                                  TIME OF PURCHASE      (000S)                         (000S)           
 
Gulf States Paper Corp.                                                                                          
 
 12/7/98                                               5.04% (b)            $ 30,000                       $ 30,000         
 
Monumental Life Insurance Co.                                                                                    
 
 12/1/98                                               5.39 (b)(c)           50,000                         50,000          
 
 12/1/98                                               5.69 (b)(c)           78,000                         78,000          
 
New York Life Insurance Co.                                                                                      
 
 12/1/98                                               5.64 (b)              75,000                         75,000          
 
 12/7/98                                               5.29 (b)              105,000                        105,000         
 
Pacific Life Insurance Co.                                                                                       
 
 12/9/98                                               5.63 (a)(b)           90,000                         90,000          
 
SMM Trust (1997-P)                                                                                               
 
 12/16/98                                              5.28 (a)(b)           62,000                         62,000          
 
SMM Trust (1997-X)                                                                                               
 
 12/14/98                                              5.28 (a)(b)           168,000                        168,000         
 
SMM Trust (1998-I)                                                                                               
 
 12/28/98                                              5.05 (a)(b)           58,000                         58,000          
 
Strategic Money Market Trust (1997-A)                                                                            
 
 12/16/98                                              5.50 (a)(b)           225,000                        225,000         
 
Strategic Money Market Trust (1998-B)                                                                            
 
 12/7/98                                               5.28 (a)(b)           170,000                        170,000         
 
Transamerica Life Insurance & Annuity Co.                                                                        
 
 12/7/98                                               5.52 (b)              65,000                         65,000          
 
TOTAL SHORT-TERM NOTES                                                                                      1,292,760 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>                             <C>                           <C>   
REPURCHASE AGREEMENTS - 0.0%                                                    
 
                                                                             MATURITY                           
                                                                             AMOUNT (000S)                      
 
In a joint trading account                                                 $ 821                            821  
(U.S. Treasury Obligations) dated 11/30/98                                      
due 12/1/98 At 5.36%                                                            
 
TOTAL INVESTMENTS - 100%                                                                                 $ 30,926,526  
 
Total Cost for Income Tax Purposes                                                                       $ $30,926,526
</TABLE>
 
 
LEGEND
(a) Security exempt from registration under Rule 144A of the
Securities Act of 1933.  These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $912,914,000 or 3% of net assets.
(b) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due dates on these types of
securities reflects the next interest rate reset date or, when
applicable, the final maturity date.
(c) Restricted securities - Investment in securities not registered
under the Securities Act of 1933 (see Note 2 of Notes to Financial
Statements).
 
SECURITY             ACQUISTION   COST       
                     DATE         (000S)     
 
Goldman Sachs        3/10/98      $ 325,000  
Group L.P. (The)                             
5.56% 12/8/98                                
 
Monumental           7/1/98       $ 50,000   
Life Insurance Co.                           
5.39% 12/1/98                                
 
Monumental           7/31/98 -    $ 78,000   
Life Insurance Co.   9/17/98                 
5.69% 12/1/98                                
 
INCOME TAX INFORMATION
At November 30, 1998, the fund had a capital loss carryforward of
approximately $2,120,000 of which $326,000, $1,634,000 and $160,000
will expire on November 30, 2001, 2002 and 2004, respectively.
A total of .01% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax (unaudited).
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
 
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                <C>       <C>           
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT)                          NOVEMBER 30, 1998                           
 
ASSETS                                                                                     
 
INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE                     $ 30,926,526  
AGREEMENTS OF $821) - SEE ACCOMPANYING SCHEDULE                                            
 
RECEIVABLE FOR FUND SHARES SOLD                                               408,657      
 
INTEREST RECEIVABLE                                                           265,645      
 
OTHER RECEIVABLES                                                             7            
 
 TOTAL ASSETS                                                                 31,600,835   
 
LIABILITIES                                                                                
 
PAYABLE TO CUSTODIAN BANK                                          $ 217                   
 
PAYABLE FOR INVESTMENTS PURCHASED                                   611,601                
 
PAYABLE FOR FUND SHARES REDEEMED                                    275,020                
 
DISTRIBUTIONS PAYABLE                                               274                    
 
ACCRUED MANAGEMENT FEE                                              4,745                  
 
OTHER PAYABLES AND ACCRUED EXPENSES                                 8,927                  
 
 TOTAL LIABILITIES                                                            900,784      
 
NET ASSETS                                                                   $ 30,700,051  
 
NET ASSETS CONSIST OF:                                                                     
 
PAID IN CAPITAL                                                              $ 30,702,171  
 
ACCUMULATED NET REALIZED GAIN (LOSS) ON INVESTMENTS                           (2,120)      
 
NET ASSETS, FOR 30,700,942 SHARES OUTSTANDING                                $ 30,700,051  
 
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER                      $1.00        
SHARE ($30,700,051 (DIVIDED BY) 30,700,942 SHARES)                                         
 
</TABLE>
 
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS  YEAR ENDED NOVEMBER 30, 1998                            
 
INTEREST INCOME                                                  $ 1,496,140  
 
EXPENSES                                                                      
 
MANAGEMENT FEE                                         $ 54,069               
 
TRANSFER AGENT FEES                                     66,680                
 
ACCOUNTING FEES AND EXPENSES                            820                   
 
NON-INTERESTED TRUSTEES' COMPENSATION                   29                    
 
CUSTODIAN FEES AND EXPENSES                             390                   
 
REGISTRATION FEES                                       2,802                 
 
AUDIT                                                   111                   
 
LEGAL                                                   75                    
 
MISCELLANEOUS                                           80                    
 
 TOTAL EXPENSES BEFORE REDUCTIONS                       125,056               
 
 EXPENSE REDUCTIONS                                     (481)     124,575     
 
NET INTEREST INCOME                                               1,371,565   
 
NET REALIZED GAIN (LOSS) ON INVESTMENTS                           142         
 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS             $ 1,371,707  
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>            <C>            
AMOUNTS IN THOUSANDS                                      YEAR ENDED     YEAR ENDED     
                                                          NOVEMBER 30,   NOVEMBER 30,   
                                                          1998           1997           
 
INCREASE (DECREASE) IN NET ASSETS                                                       
 
OPERATIONS                                                $ 1,371,565    $ 1,170,690    
NET INTEREST INCOME                                                                     
 
 NET REALIZED GAIN (LOSS)                                  142            42            
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           1,371,707      1,170,732     
FROM OPERATIONS                                                                         
 
DISTRIBUTIONS TO SHAREHOLDERS FROM NET INTEREST INCOME     (1,371,565)    (1,170,690)   
 
SHARE TRANSACTIONS AT NET ASSET VALUE OF $1.00 PER SHARE   64,184,824     47,096,513    
PROCEEDS FROM SALES OF SHARES                                                           
 
 REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME    1,338,245      1,134,911     
 
 COST OF SHARES REDEEMED                                   (58,320,882)   (45,974,342)  
 
 NET INCREASE (DECREASE) IN NET ASSETS AND SHARES          7,202,187      2,257,082     
RESULTING FROM SHARE TRANSACTIONS                                                       
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  7,202,329      2,257,124     
 
NET ASSETS                                                                              
 
 BEGINNING OF PERIOD                                       23,497,722     21,240,598    
 
 END OF PERIOD                                            $ 30,700,051   $ 23,497,722   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                               <C>                       <C>       <C>       <C>       <C>       
FINANCIAL HIGHLIGHTS
                                  YEARS ENDED NOVEMBER 30,                                          
 
                                  1998                      1997      1996      1995      1994      
 
SELECTED PER-SHARE DATA                                                                             
 
NET ASSET VALUE, BEGINNING        $ 1.000                   $ 1.000   $ 1.000   $ 1.000   $ 1.000   
OF PERIOD                                                                                           
 
INCOME FROM INVESTMENT             .052                      .052      .051      .055      .037     
OPERATIONS                                                                                          
NET INTEREST INCOME                                                                                 
 
LESS DISTRIBUTIONS                                                                                  
 
 FROM NET INTEREST INCOME          (.052)                    (.052)    (.051)    (.055)    (.037)   
 
NET ASSET VALUE, END OF PERIOD    $ 1.000                   $ 1.000   $ 1.000   $ 1.000   $ 1.000   
 
TOTAL RETURN A                     5.34%                     5.30%     5.18%     5.67%     3.74%    
 
RATIOS AND SUPPLEMENTAL DATA                                                                        
 
NET ASSETS, END OF PERIOD         $ 30,700                  $ 23,498  $ 21,241  $ 18,432  $ 14,529  
(IN MILLIONS)                                                                                       
 
RATIO OF EXPENSES TO AVERAGE       .47%                      .49%      .51%      .55%      .52%     
NET ASSETS                                                                                          
 
RATIO OF EXPENSES TO AVERAGE       .47%                      .48% B    .51%      .55%      .52%     
NET ASSETS AFTER EXPENSE                                                                            
REDUCTIONS                                                                                          
 
RATIO OF NET INTEREST INCOME TO    5.20%                     5.22%     5.06%     5.50%     3.76%    
AVERAGE NET ASSETS                                                                                  
 
</TABLE>
 
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 4 OF NOTES TO
FINANCIAL STATEMENTS).
B FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
 
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Cash Reserves (the fund) is a fund of Fidelity Phillips
Street Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Delaware business trust. The
financial statements have been prepared in conformity with generally
accepted accounting principles which require management to make
certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost
and thereafter assume a constant amortization to maturity of any
discount or premium.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INTEREST INCOME. Interest income, which includes amortization of
premium and accretion of discount, is accrued as earned. 
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (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
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity money market funds. Deferred amounts
remain in the fund until distributed in accordance with the Plan.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR),
may transfer uninvested cash balances into one or more joint trading
accounts. These balances are invested in one or more repurchase
agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account 
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
of the fund, or to the Joint Trading Account, at a bank custodian. The
securities are marked-to-market daily and maintained at a value at
least equal to the principal amount of the repurchase agreement
(including accrued interest). FMR, the fund's investment adviser, is
responsible for determining that the value of the underlying
securities remains in accordance with the market value requirements
stated above. 
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, restricted securities (excluding 144A
issues) amounted to $453,000,000 or 1.5% of net assets.
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund and adding an income-based fee. The group fee rate is the
weighted average of a series of rates and is based on the monthly
average net 
assets of all the mutual funds advised by FMR. The rates ranged from
 .1100% to .3700% for the period. The annual individual fund fee rate
is .03%. In the event that these rates were lower than the contractual
rates in effect during the period, FMR voluntarily implemented the
above rates, as they resulted in the same or a lower management fee. 
The income-based fee is added only when the fund's gross yield exceeds
5%.  At that time the income-based fee would equal 6% of that portion
of the fund's gross income that represents a gross yield of more than
5% per year.  The maximum income-based component is .24% (annualized)
of average net assets.  For the period, the management fee was
equivalent to an annual rate of .20% of average net assets.
SUB-ADVISER FEE. As the fund's investment sub-adviser, Fidelity
Investments Money Management, Inc., a wholly owned subsidiary of FMR,
receives a fee from FMR of 50% of the management fee payable to FMR.
The fee is paid prior to any voluntary expense reimbursements which
may be in effect.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .25% of average net assets.
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
4. EXPENSE REDUCTIONS.
The fund has entered into an arrangement with its transfer agent
whereby credits realized as a result of uninvested cash balances were
used to reduce a portion of the fund's expenses. During the period,
the fund's transfer agent fees were reduced by $481,000 under this
arrangement.
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Phillips Street Trust and the Shareholders
of Fidelity Cash Reserves:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Cash Reserves (a fund of Fidelity Phillips Street Trust) at
November 30, 1998, and the results of its operations, the changes in
its net assets and the financial highlights for the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the fund's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which
included 
confirmation of securities at November 30, 1998 by correspondence with
the custodian and brokers, provide a reasonable basis for the opinion
expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 4, 1999
 
MANAGING YOUR INVESTMENTS
 
 
Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.
BY PHONE
Fidelity TouchTone Xpress(registered trademark) provides a single
toll-free number to access account balances, positions, quotes and
trading. It's easy to navigate the service, and on your first call,
the system will help you create a personal identification number (PIN)
for security.
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
1 For mutual fund and brokerage trading.
 
2 For quotes.*
 
3 For account balances and holdings.
 
4 To review orders and mutual 
fund activity.
 
5 To change your PIN.
 
*0  To speak to a Fidelity representative.
 
 
BY PC
Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.
(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call EarthLink Sprint at
1-800-288-2967, and be sure to ask for registration number SMD004 to
receive a special Fidelity package that includes 30 days of free
Internet access. EarthLink is North America's #1 independent Internet
access provider.
(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD
AND RETURN WILL VARY AND, 
EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS MEANS
THAT YOU MAY HAVE A GAIN 
OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO ASSURANCE THAT MONEY
MARKET FUNDS WILL BE ABLE TO 
MAINTAIN A STABLE $1 SHARE PRICE; AN INVESTMENT IN A MONEY MARKET FUND
IS NOT INSURED OR 
GUARANTEED BY THE U.S. GOVERNMENT. TOTAL RETURNS ARE HISTORICAL AND
INCLUDE CHANGES IN SHARE PRICE, 
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS, AND THE EFFECTS OF ANY
SALES CHARGES.
 
INVESTMENT ADVISER
(registered trademark)
Fidelity Management & Research 
 Company
Boston, MA
INVESTMENT SUB-ADVISER
Fidelity Investments
Money Management, Inc.
Merrimack, NH
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Boyce I. Greer, Vice President
Fred L. Henning, Jr., Vice President
John J. Todd, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Stanley N. Griffith, Assistant Vice President
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
William O. McCoy *
Marvin L. Mann *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
* INDEPENDENT TRUSTEES
 
CAS-ANN-0199  68778
1.539092.101
 
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
CUSTODIAN
The Bank of New York
New York, NY
FIDELITY'S TAXABLE
MONEY MARKET FUNDS
Fidelity Cash Reserves
Fidelity Daily Income Trust
Fidelity U.S. Government Reserves
Spartan(registered trademark) Money Market Fund
Spartan U.S. Government 
 Money Market Fund
Spartan U.S. Treasury 
 Money Market Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemption 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774  (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
TouchTone Xpress (registered trademark)  1-800-544-5555
 AUTOMATED LINE FOR QUICKEST SERVICE
 
(FIDELITY_LOGO_GRAPHIC) (REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
 
 
FIDELITY
U.S. GOVERNMENT RESERVES
 
ANNUAL REPORT
NOVEMBER 30, 1998
 
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
 
CONTENTS
 
 
PRESIDENT'S MESSAGE     3    Ned Johnson on investing strategies.        
                                                                         
 
PERFORMANCE             4    How the fund has done over time.            
 
FUND TALK               6    The manager's review of fund                
                             performance, strategy and outlook.          
 
INVESTMENT CHANGES      8    A summary of major shifts in the fund's     
                             investments over the past six months        
                             and one year.                               
 
INVESTMENTS             9    A complete list of the fund's investments.  
 
FINANCIAL STATEMENTS    13   Statements of assets and liabilities,       
                             operations, and changes in net assets,      
                             as well as financial highlights.            
 
NOTES                   17   Notes to the financial statements.          
 
REPORT OF INDEPENDENT   23   The auditors' opinion.                      
ACCOUNTANTS                                                              
 
                                                                         
 
Third party marks appearing herein are the property of their
respective owners.
All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.
This report is printed on recycled paper using soy-based inks.
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT
AUTHORIZED FOR DISTRIBUTION TO 
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS. 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED 
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-8888 
FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND
MONEY.
 
PRESIDENT'S MESSAGE
 
 
 
(photo_of_Edward_C_Johnson_3d)
 
DEAR SHAREHOLDER:
The month of November proved to be a strong one for the stock and bond
markets. The Dow Jones Industrial Average reached a record high.
Merger activity, which had lulled during the summer correction, has
increased significantly. Small-cap stocks posted their third
consecutive month of positive returns, as did emerging markets. While
bond returns generally were not at the levels of their equity
counterparts, they were mostly positive nonetheless. 
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation. 
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. You should also keep money you'll need in the near future in a
more stable investment.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
If you have questions, please call us at 1-800-544-8888, or visit our
web site at www.fidelity.com. We are available 24 hours a day, seven
days a week to provide you the information you need to make the
investments that are right for you.
Best regards,
Edward C. Johnson 3d
 
PERFORMANCE: THE BOTTOM LINE
 
 
To evaluate a money market fund's historical performance, you can look
at either total return or yield. Total return reflects the change in
the value of an investment, assuming reinvestment of the fund's
dividend income. Yield measures the income paid by a fund. Since a
money market fund tries to maintain a $1 share price, yield is an
important measure of performance. If Fidelity had not reimbursed
certain fund expenses, the past five years and past 10 years total
returns would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998        PAST 1  PAST 5  PAST 10  
                                       YEAR    YEARS   YEARS    
 
FIDELITY US GOVERNMENT RESERVES        5.29%   27.50%  68.07%   
 
Government Money Market Funds Average  5.03%   26.33%  66.53%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you had invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be
$1,050. To measure how the fund's performance stacked up against its
peers, you can compare it to the government money market funds
average, which reflects the performance of taxable money market funds
with similar objectives tracked by IBC Financial Data, Inc. The past
one year average represents a peer group of 216 money market funds. 
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998             PAST 1  PAST 5  PAST 10  
                                            YEAR    YEARS   YEARS    
 
FIDELITY US GOVERNMENT RESERVES             5.29%   4.98%   5.33%    
 
Government Money Market Funds Average       5.03%   4.79%   5.28%    
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year.
 
YIELDS
                           12/1/98  9/1/98  6/2/98  3/3/98   12/2/97  
 
Fidelity U.S. Government   4.85%    5.18%   5.19%   5.26%    5.30%    
Reserves                                                              
 
Government Money Market    4.33%    4.86%   4.85%   4.90%    4.89%    
Funds Average                                                         
 
                           12/2/98  9/2/98  6/3/98  2/25/98  12/3/97  
 
MMDA                       2.32%    2.55%   2.51%   2.58%    2.62%    
 
 
Row: 1, Col: 1, Value: 4.85
Row: 1, Col: 2, Value: 4.33
Row: 1, Col: 3, Value: 2.32
Row: 2, Col: 1, Value: 5.18
Row: 2, Col: 2, Value: 4.859999999999999
Row: 2, Col: 3, Value: 2.55
Row: 3, Col: 1, Value: 5.19
Row: 3, Col: 2, Value: 4.85
Row: 3, Col: 3, Value: 2.51
Row: 4, Col: 1, Value: 5.26
Row: 4, Col: 2, Value: 4.9
Row: 4, Col: 3, Value: 2.58
Row: 5, Col: 1, Value: 5.3
Row: 5, Col: 2, Value: 4.89
Row: 5, Col: 3, Value: 2.62
 
Fidelity U.S. 
Government Reserves
Government Money 
Market Funds 
Average
MMDA
6% -
5% -
4% -
3% -
2% -
1% -
0% 
 
YIELD refers to the income paid by the fund over a given period.
Yields for money market funds are usually for seven-day periods,
expressed as annual percentage rates. A yield that assumes income
earned is reinvested or compounded is called an effective yield. The
chart above shows the fund's current seven-day yield at quarterly
intervals over the past year. You can compare these yields to the
government money market funds average and the bank money market
deposit account (MMDA) average. Figures for the government money
market funds average are from IBC Financial Data, Inc. The MMDA
average is supplied by BANK RATE MONITOR(trademark).
 
A MONEY MARKET FUND'S TOTAL RETURNS AND YIELDS WILL VARY, AND REFLECT
PAST RESULTS RATHER THAN PREDICT FUTURE PERFORMANCE.
 
COMPARING
PERFORMANCE
There are some important 
differences between a bank 
money market deposit account 
(MMDA) and a money market 
fund. First, the U.S. 
government neither insures nor 
guarantees a money market 
fund. In fact, there is no 
assurance that a money 
market fund will maintain a 
$1 share price. Second, a 
money market fund returns 
to its shareholders income 
earned by the fund's 
investments after expenses. 
This is in contrast to banks, 
which set their MMDA rates 
periodically based on current 
interest rates, competitors' 
rates, and internal criteria.
(checkmark)
 
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with Robert Litterst, Portfolio Manager of Fidelity U.S.
Government Reserves
Q. BOB, WHAT WAS THE INVESTMENT ENVIRONMENT LIKE DURING THE FUND'S
FISCAL YEAR THAT ENDED NOVEMBER 30, 1998?
A. At the beginning of the period, the Federal Reserve Board was
biased toward raising short-term interest rates in order to slow
economic growth and head off inflation. Real GDP - gross domestic
product adjusted for inflation - grew at an annual rate of 3.6% in the
four quarters that ended September 30, 1998, well above the
non-inflationary trend rate of 2% to 2.5% - the rate above which
inflation is expected to occur. An above-trend growth rate coupled
with a tight labor market - which usually leads to increased wage
costs that are passed on to the consumer in the form of price
increases - led the Fed to be concerned about rising inflation.
However, falling commodity prices and slowdowns in the manufacturing
and export sectors due to the economic crises in Asia helped subdue
inflation.
Q. BUT MORE RECENTLY, THE MARKETS WENT THROUGH SOME TURMOIL . . .
A. Yes, that's right. The events that triggered volatility in the
global markets over the past few months were Russia's default on its
debt and its concurrent devaluation of the ruble in mid-August.
Concerns about economies in other emerging markets and the worldwide
banking system evolved from those events, and fears about the impact
of the collapse of a large hedge fund further rocked the markets in
late September. Investors around the world quickly reacted by
liquidating investments that seemed to carry risk, re-allocating them
to U.S. Treasury securities in a flight to quality. Yields on
Treasuries fell sharply, and yield spreads between U.S. Treasuries and
government agency securities widened because the latter didn't
participate fully in this rally. Into the fray stepped the Fed,
lowering key short-term interest rates at its September meeting, in a
surprise move on October 15, and again at its November meeting.
Q. WHY DID THE FED SHIFT FROM A BIAS TOWARD RAISING RATES TO LOWERING
THEM THREE TIMES?
A. At its September meeting, the Fed cited the need to cushion
domestic growth against the effects of weakness abroad, and added that
domestic financial conditions were not as accommodating for sustained
growth in the economy. The Fed's October reduction - which, for the
first time in many years, was announced between meetings of its Open
Market Committee - appeared to be in response to fears that a "credit
crunch" - where lenders hold back from both worthy and unworthy
borrowers - might develop after this string of events. Since the Fed's
last two moves, stability appears to be returning to world markets.
Q. WHAT STRATEGY DID YOU PURSUE DURING THE PERIOD?
A. The fund's average maturity ranged from 50 to 68 days and generally
was longer than the average of its peers. A long maturity generally is
an indication that I expect falling interest rates. That wasn't
necessarily the case for the whole period. Earlier on, with a neutral
outlook toward the direction of interest rates, I invested
predominantly in the one- to three-month maturity range, but I
periodically extended into longer-maturity securities when they
offered the best value. Recently, I've been able to find attractively
priced agency securities in the three- to four-month sector of the
money market yield curve because their supply has increased markedly.
Of course, when interest rates were declining,  I looked for
opportunities to extend the average maturity and lock in attractive
rates.
Q. HOW DID THE FUND PERFORM?
A. The fund's seven-day yield on November 30, 1998, was 4.85%,
compared to 5.29% 12 months ago. For the 12 months that ended November
30, 1998, the fund had a total return of 5.29%, compared to 5.03% for
the government money market funds average, according to IBC Financial
Data, Inc.
Q. WHAT'S YOUR OUTLOOK?
A. It appears the Fed is done reducing interest rates for the near
future. Interest rates were cut by 0.75 percentage points in two
months, an aggressive approach compared to what market observers have
come to expect from Fed Chairman Alan Greenspan and the other members
of the board. It looks as if the Fed will now sit back and evaluate
the impact of its moves on the economy and financial markets to
determine if any additional action is necessary. As far as the economy
is concerned, the general outlook calls for - as it has for some time
- - a slowdown in economic growth. However, to date, the economy has
demonstrated unexpected resiliency and sustained growth. Looking
ahead, if the economy expands at its current pace, I would expect the
Fed to stand pat. But if the economy falters or financial markets come
under renewed pressure, I believe the Fed would lower rates further.
 
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
 
FUND FACTS
 
GOAL: INCOME AND A STABLE $1 
SHARE PRICE BY INVESTING IN 
HIGH-QUALITY SHORT-TERM MONEY 
MARKET SECURITIES ISSUED BY THE 
U.S. GOVERNMENT FOR 
GOVERNMENT AGENCIES
 
FUND NUMBER: 050
 
TRADING SYMBOL: FGRXX
 
START DATE: NOVEMBER 3, 1981
 
SIZE: AS OF NOVEMBER 30, 
1998, MORE THAN $1.4 BILLION
 
MANAGER: ROBERT LITTERST, SINCE 
1997; MANAGER, SEVERAL 
FIDELITY AND SPARTAN TAXABLE 
MONEY MARKET FUNDS; JOINED 
FIDELITY IN 1991
(CHECKMARK)
 
 
INVESTMENT CHANGES 
 
 
 
 
MATURITY DIVERSIFICATION                                            
 
DAYS                      % OF FUND'S   % OF FUND'S   % OF FUND'S   
                          INVESTMENTS   INVESTMENTS   INVESTMENTS   
                          11/30/98      5/31/98       11/30/97      
 
  0 - 30                   44            69            58           
 
 31 - 90                   27            9             12           
 
 91 - 180                  22            12            18           
 
181 - 397                  7             10            12           
 
WEIGHTED AVERAGE MATURITY                                       
 
                                   11/30/98  5/31/98  11/30/97  
 
FIDELITY U.S. GOVERNMENT RESERVES  65 Days   51 Days  64 Days   
 
Government Money Market            56 Days   53 Days  46 Days   
Funds Average *                                                 
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)              
 
AS OF NOVEMBER 30, 1998 AS OF MAY 31, 1998 
ROW: 1, COL: 1, VALUE: 79.0
ROW: 1, COL: 2, VALUE: 21.0
ROW: 1, COL: 1, VALUE: 53.0
ROW: 1, COL: 2, VALUE: 47.0
FEDERAL AGENCY 
ISSUES 79%
REPURCHASE 
AGREEMENTS 21%
   
FEDERAL AGENCY 
ISSUES 53%
REPURCHASE 
AGREEMENTS  47%
   
 
 
INVESTMENTS NOVEMBER 30, 1998  
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                  <C>                   <C>                <C>         <C>              
FEDERAL AGENCIES - 78.7%                                                                                                   
 
DUE                                                  ANNUALIZED YIELD AT   PRINCIPAL AMOUNT               VALUE (NOTE 1)   
DATE                                                 TIME OF PURCHASE      (000S)                         (000S)           
 
FANNIE MAE - 33.4%                                                                                                         
 
Agency Coupons - 19.6%                                                                                                     
 
 12/1/98                                              4.82% (a)            $ 20,000                       $ 19,999         
 
 12/1/98                                              5.06 (a)              12,000                         11,998          
 
 12/5/98                                              5.06 (a)              33,000                         32,988          
 
 12/15/98                                             5.26 (a)              13,000                         12,994          
 
 12/17/98                                             5.06 (a)              25,000                         24,996          
 
 12/28/98                                             4.83 (a)              19,000                         18,990          
 
 2/1/99                                               4.99 (a)              19,000                         18,990          
 
 2/12/99                                              5.43                  12,000                         11,996          
 
 2/16/99                                              5.16 (a)              14,000                         13,995          
 
 2/19/99                                              5.43                  8,000                          7,997           
 
 2/23/99                                              5.45                  6,000                          5,998           
 
 2/23/99                                              5.47                  7,000                          6,998           
 
 2/26/99                                              5.56                  13,000                         12,992          
 
 3/1/99                                               5.01 (a)              45,000                         44,981          
 
 3/16/99                                              5.52                  14,000                         13,995          
 
 3/26/99                                              5.55                  18,000                         17,994          
 
 3/29/99                                              5.15                  10,000                         10,021          
 
 4/15/99                                              5.54                  6,000                          5,995           
 
                                                                                                           293,917         
 
Discount Notes - 13.8%                                                                                                     
 
 12/9/98                                              5.40                  14,000                         13,983          
 
 12/18/98                                             5.25                  7,665                          7,646           
 
 1/15/99                                              5.53                  32,000                         31,785          
 
 2/22/99                                              5.30                  18,000                         17,785          
 
 3/3/99                                               5.07                  12,000                         11,848          
 
 3/15/99                                              5.00                  12,000                         11,829          
 
 3/15/99                                              5.31                  14,000                         13,791          
 
 4/23/99                                              4.71                  24,000                         23,561          
 
 5/17/99                                              4.99                  13,000                         12,706          
 
 6/4/99                                               5.33                  10,000                         9,736           
 
 6/30/99                                              4.84                  24,000                         23,343          
 
 8/9/99                                               5.35                  12,000                         11,573          
 
 8/20/99                                              5.34                  17,000                         16,371          
 
                                                                                                           205,957         
 
FEDERAL AGENCIES - CONTINUED                                                                                                
 
DUE                                                   ANNUALIZED YIELD AT   PRINCIPAL AMOUNT               VALUE (NOTE 1)   
DATE                                                  TIME OF PURCHASE      (000S)                         (000S)           
 
FEDERAL FARM CREDIT BANK - 0.8%                                                                                            
 
Agency Coupons - 0.8%                                                                                                      
 
 12/10/98                                             5.10% (a)            $ 12,000                       $ 11,999         
 
FEDERAL HOME LOAN BANK - 19.4%                                                                                             
 
Agency Coupons - 16.5%                                                                                                      
 
 12/1/98                                              4.84 (a)              26,000                         25,994          
 
 12/1/98                                              4.82 (a)              20,000                         19,999          
 
 12/1/98                                              5.46 (a)              13,000                         12,992          
 
 12/1/98                                              4.81 (a)              14,000                         14,000          
 
 12/1/98                                              5.00 (a)              12,000                         11,995          
 
 12/1/98                                              5.00 (a)              13,000                         12,995          
 
 12/8/98                                              5.23 (a)              6,000                          5,997           
 
 12/17/98                                             5.81                  14,000                         14,000          
 
 3/1/99                                               5.01 (a)              10,000                         9,996           
 
 3/1/99                                               5.06 (a)              66,000                         65,951          
 
 3/11/99                                              5.45                  13,000                         13,004          
 
 3/26/99                                              5.58                  12,000                         11,994          
 
 5/19/99                                              5.56                  17,000                         16,999          
 
 6/15/99                                              5.51                  12,000                         12,000          
 
                                                                                                           247,916         
 
Discount Notes - 2.9%                                                                                                       
 
 1/15/99                                              5.53                  25,000                         24,832          
 
 2/16/99                                              5.04                  18,258                         18,065          
 
                                                                                                           42,897          
 
FREDDIE MAC - 23.7%                                                                                                         
 
Agency Coupons - 4.3%                                                                                                       
 
 12/21/98                                             4.85 (a)              15,000                         14,994          
 
 3/1/99                                               4.97 (a)              13,000                         12,986          
 
 3/12/99                                              5.52                  10,000                         10,000          
 
 8/13/99                                              5.52                  26,000                         25,990          
 
                                                                                                           63,970          
 
Discount Notes - 19.4%                                                                                                     
 
 12/7/98                                              5.50                  25,000                         24,978          
 
 12/18/98                                             5.25                  13,705                         13,671          
 
 12/21/98                                             5.31                  34,000                         33,901          
 
 1/26/99                                              5.12                  11,000                         10,914          
 
FEDERAL AGENCIES - CONTINUED                                                                                               
 
DUE                                                   ANNUALIZED YIELD AT   PRINCIPAL AMOUNT               VALUE (NOTE 1)   
DATE                                                  TIME OF PURCHASE      (000S)                         (000S)           
 
FREDDIE MAC - CONTINUED                                                                                                     
 
Discount Notes - continued                                                                                                  
 
 1/28/99                                               5.13%                $ 12,000                       $ 11,903         
 
 2/19/99                                               5.11                  13,000                         12,855          
 
 2/19/99                                               5.27                  14,000                         13,839          
 
 2/22/99                                               5.30                  12,000                         11,857          
 
 2/25/99                                               5.05                  17,775                         17,565          
 
 2/25/99                                               5.08                  13,000                         12,845          
 
 2/25/99                                               5.17                  20,000                         19,757          
 
 2/26/99                                               5.03                  13,000                         12,844          
 
 2/26/99                                               5.16                  60,000                         59,267          
 
 2/26/99                                               5.17                  9,000                          8,889           
 
 3/12/99                                               5.09                  13,000                         12,817          
 
 4/12/99                                               5.03                  13,000                         12,765          
 
                                                                                                            290,667         
 
STATE OF ISRAEL (GUARANTEED BY U.S. GOVERNMENT THROUGH                                                                      
 AGENCY FOR INTERNATIONAL DEVELOPMENT) - 0.7%                                                                               
 
Agency Coupons - 0.7%                                                                                                       
 
 8/15/99                                               4.82                  10,000                         10,146          
 
STUDENT LOAN MARKETING ASSOC. - 0.7%                                                                                        
 
Agency Coupons - 0.7%                                                                                                      
 
 2/10/99                                               5.53                  11,450                         11,444          
 
TOTAL FEDERAL AGENCIES                                                                                      1,178,913      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                              <C>         <C>                           <C>              
REPURCHASE AGREEMENTS - 21.3%                                                                                 
 
                                                                             MATURITY                                     
                                                                             AMOUNT (000S)                                
 
In a joint trading account (Notes 2 and 3)                                                                    
(U.S. Government Obligations) dated:                                                                          
 
9/2/98 due 2/10/99 At 5.48%                                                $ 13,313                         13,000          
 
9/3/98 due 12/2/98 At 5.5%                                                   26,354                         26,000          
 
10/5/98 due 12/7/98 At 5.2%                                                  27,242                         27,000          
 
10/15/98 due:                                                                                                 
 
2/10/99 At 5.1%                                                              34,554                         34,000          
 
2/12/99 At 5.1%                                                              20,332                         20,000          
 
10/16/98 due 1/20/99 At 5.28%                                                34,469                         34,000          
 
10/19/98 due 3/22/99 At 4.86%                                                25,516                         25,000          
 
10/22/98 due 12/16/98 At 4.9%                                                14,103                         14,000          
 
REPURCHASE AGREEMENTS - CONTINUED                                                                             
 
                                                                             MATURITY                      VALUE (NOTE 1)   
                                                                             AMOUNT (000S)                 (000S)           
 
In a joint trading account (U.S. Treasury Obligations) dated:-                                                
continued                                                                                                     
 
10/26/98 due:                                                                                                 
 
12/28/98 At 4.9%                                                          $ 27,228                       $ 27,000         
 
1/25/99 At 5%                                                               18,223                         18,000          
 
11/19/98 due:                                                                                                 
 
12/16/98 At 5%                                                              24,090                         24,000          
 
1/19/99 At 5.23%                                                            24,209                         24,000          
 
11/30/98 due 12/1/98 At 5.52%                                               33,256                         33,251          
 
TOTAL REPURCHASE AGREEMENTS                                                                                319,251         
 
TOTAL INVESTMENTS - 100%                                                                                 $ 1,498,164 
 
Total Cost for Income Tax Purposes                                                                       $ 1,498,164
 
</TABLE>
 
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due dates on these types of
securities reflects the next interest rate reset date or, when
applicable, the final maturity date.
 
INCOME TAX INFORMATION
At November 30, 1998, the fund had a capital loss carryforward of
approximately $1,000, all of which will expire on November 30, 2003.
A total of 18.59% of the dividends distributed during the fiscal year
was derived from interest on U.S Government securities which is
generally exempt from state income tax (unaudited).
 
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                <C>       <C>          
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT)                         NOVEMBER 30, 1998                          
 
ASSETS                                                                                    
 
INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE                     $ 1,498,164  
AGREEMENTS OF $319,251) -                                                                 
SEE ACCOMPANYING SCHEDULE                                                                 
 
RECEIVABLE FOR FUND SHARES SOLD                                               7,647       
 
INTEREST RECEIVABLE                                                           6,498       
 
 TOTAL ASSETS                                                                 1,512,309   
 
LIABILITIES                                                                               
 
PAYABLE FOR INVESTMENTS PURCHASED                                  $ 77,804               
 
PAYABLE FOR FUND SHARES REDEEMED                                    6,605                 
 
DISTRIBUTIONS PAYABLE                                               98                    
 
ACCRUED MANAGEMENT FEE                                              211                   
 
OTHER PAYABLES AND ACCRUED EXPENSES                                 323                   
 
 TOTAL LIABILITIES                                                            85,041      
 
NET ASSETS                                                                   $ 1,427,268  
 
NET ASSETS CONSIST OF:                                                                    
 
PAID IN CAPITAL                                                              $ 1,427,269  
 
ACCUMULATED NET REALIZED GAIN (LOSS) ON INVESTMENTS                           (1)         
 
NET ASSETS, FOR 1,427,644 SHARES OUTSTANDING                                 $ 1,427,268  
 
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER                      $1.00       
SHARE ($1,427,268 (DIVIDED BY) 1,427,644 SHARES)                                          
 
</TABLE>
 
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS  YEAR ENDED NOVEMBER 30, 1998                        
 
INTEREST INCOME                                                 $ 73,215  
 
EXPENSES                                                                  
 
MANAGEMENT FEE                                         $ 2,626            
 
TRANSFER AGENT FEES                                     2,913             
 
ACCOUNTING FEES AND EXPENSES                            149               
 
NON-INTERESTED TRUSTEES' COMPENSATION                   7                 
 
CUSTODIAN FEES AND EXPENSES                             14                
 
REGISTRATION FEES                                       89                
 
AUDIT                                                   25                
 
LEGAL                                                   4                 
 
MISCELLANEOUS                                           4                 
 
 TOTAL EXPENSES BEFORE REDUCTIONS                       5,831             
 
 EXPENSE REDUCTIONS                                     (110)    5,721    
 
NET INTEREST INCOME                                              67,494   
 
NET REALIZED GAIN (LOSS) ON INVESTMENTS                          61       
 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS            $ 67,555  
 
 
<TABLE>
<CAPTION>
<S>                                                       <C>           <C>           
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS                                      YEAR ENDED    YEAR ENDED    
                                                          NOVEMBER 30,  NOVEMBER 30,  
                                                          1998          1997          
 
INCREASE (DECREASE) IN NET ASSETS                                                     
 
OPERATIONS                                                $ 67,494      $ 62,498      
NET INTEREST INCOME                                                                   
 
 NET REALIZED GAIN (LOSS)                                  61            24           
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           67,555        62,522       
FROM OPERATIONS                                                                       
 
DISTRIBUTIONS TO SHAREHOLDERS FROM NET INTEREST INCOME     (67,494)      (62,498)     
 
SHARE TRANSACTIONS AT NET ASSET VALUE OF $1.00 PER SHARE   1,749,474     1,599,242    
PROCEEDS FROM SALES OF SHARES                                                         
 
 REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME    64,621        59,780       
 
 COST OF SHARES REDEEMED                                   (1,677,134)   (1,611,507)  
 
 NET INCREASE (DECREASE) IN NET ASSETS AND SHARES          136,961       47,515       
RESULTING FROM SHARE TRANSACTIONS                                                     
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  137,022       47,539       
 
NET ASSETS                                                                            
 
 BEGINNING OF PERIOD                                       1,290,246     1,242,707    
 
 END OF PERIOD                                            $ 1,427,268   $ 1,290,246   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                           <C>      <C>      <C>      <C>                    <C>          <C>      
FINANCIAL HIGHLIGHTS
                                   YEARS ENDED NOVEMBER 30,                    TWO MONTHS    YEAR ENDED     
                                                                               ENDED         SEPTEMBER 30,  
                                                                               NOVEMBER 30,                 
 
                              1998     1997     1996     1995                  1994          1994           
SELECTED PER-SHARE DATA                                                                
 
NET ASSET VALUE,              $ 1.000  $ 1.000  $ 1.000  $ 1.000               $ 1.000       $ 1.000  
BEGINNING OF                                                                           
PERIOD                                                                                 
 
INCOME FROM                    .052     .051     .050     .055                    .008         .033    
INVESTMENT                                                                             
OPERATIONS                                                                             
NET INTEREST                                                                           
 INCOME                                                                                
 
LESS DISTRIBUTIONS                                                                     
 
 FROM NET INTEREST             (.052)   (.051)   (.050)   (.055)                  (.008)       (.033)  
 INCOME                                                                                
 
NET ASSET VALUE, END          $ 1.000  $ 1.000  $ 1.000  $ 1.000               $ 1.000       $ 1.000  
OF PERIOD                                                                              
 
TOTAL RETURN B, C              5.29%    5.26%    5.12%    5.60%                  .78%          3.32%   
 
RATIOS AND SUPPLEMENTAL DATA                                                           
 
NET ASSETS, END OF            $ 1,427  $ 1,290  $ 1,243  $ 1,188               $ 1,130       $ 1,060  
PERIOD (IN MILLIONS)                                                                   
 
RATIO OF EXPENSES TO           .45%     .48%     .51%     .55%                   .36% A, D     .51%    
AVERAGE NET ASSETS                                                                     
 
RATIO OF EXPENSES TO           .44% E   .48%     .50% E   .55%                   .36% A        .51%    
AVERAGE NET ASSETS                                                                     
AFTER EXPENSE                                                                          
REDUCTIONS                                                                             
 
RATIO OF NET INTEREST          5.16%    5.13%    5.02%    5.43%                  4.77% A       3.27%   
INCOME TO AVERAGE                                                                      
NET ASSETS                                                                             
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity U.S. Government Reserves (the fund) is a fund of Fidelity
Phillips Street Trust (the trust) and is authorized to issue an
unlimited number of shares. The trust is registered under the
Investment Company Act of 1940, as amended (the 1940 Act), as an
open-end management investment company organized as a Delaware
business trust. The financial statements have been prepared in
conformity with generally accepted accounting principles which require
management to make certain estimates and assumptions at the date of
the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost
and thereafter assume a constant amortization to maturity of any
discount or premium.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INTEREST INCOME. Interest income, which includes amortization of
premium and accretion of discount, is accrued as earned. 
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR),
may transfer uninvested cash balances into one or more joint trading
accounts. These balances are invested in one or more repurchase
agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
2. OPERATING POLICIES - 
CONTINUED
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities.
3. JOINT TRADING ACCOUNT. 
At the end of the period, the fund had 20% or more of its total
investments in repurchase agreements through a joint trading account.
These repurchase agreements were with entities whose creditworthiness
has been reviewed and found satisfactory by FMR. The investments in
repurchase agreements through the joint trading account are summarized
as follows:
 
<TABLE>
<CAPTION>
<S>                                                      <C>             <C>
SUMMARY OF JOINT TRADING
DATED SEPTEMBER 2, 1998, DUE FEBRUARY 10, 1999            AT 5.48%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $100,000,000
Aggregate maturity amount of agreements                   $102,450,778
Aggregate market value of transferred assets              $102,122,444
Coupon rates of transferred assets                        7% to 7.09%
Maturity dates of transferred assets                      4/1/25 to 9/1/37
 
DATED SEPTEMBER 3, 1998, DUE DECEMBER 2, 1998             AT 5.5%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $200,000,000
Aggregate maturity amount of agreements                   $202,750,000
Aggregate market value of transferred assets              $206,794,665
Coupon rates of transferred assets                        4% to 6.50%
Maturity dates of transferred assets                      2/28/99 to 5/31/02
 
3. JOINT TRADING ACCOUNT - CONTINUED
SUMMARY OF JOINT TRADING - CONTINUED
 
DATED OCTOBER 5, 1998, DUE DECEMBER 7, 1998               AT 5.2%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $200,000,000
Aggregate maturity amount of agreements                   $201,820,000
Aggregate market value of transferred assets              $204,000,001
Coupon rates of transferred assets                        6% to 7.50%
Maturity dates of transferred assets                      8/1/02 to 4/1/31
 
DATED OCTOBER 15, 1998, DUE FEBRUARY 10, 1999             AT 5.1%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $250,000,000
Aggregate maturity amount of agreements                   $254,179,167
Aggregate market value of transferred assets              $258,478,350
Coupon rates of transferred assets                        8%
Maturity dates of transferred assets                      1/15/01 to 9/15/28
 
DATED OCTOBER 15, 1998, DUE FEBRUARY 12, 1999             AT 5.1%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $150,000,000
Aggregate maturity amount of agreements                   $152,550,000
Aggregate market value of transferred assets              $154,215,726
Coupon rates of transferred assets                        6% to 9%
Maturity dates of transferred assets                      11/1/09 to 9/1/28
 
DATED OCTOBER 16, 1998, DUE JANUARY 20, 1999              AT 5.28%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $70,000,000
Aggregate maturity amount of agreements                   $70,985,600
Aggregate market value of transferred assets              $71,874,900
Coupon rates of transferred assets                        0%
Maturity dates of transferred assets                      2/1/24 to 6/1/28
 
3. JOINT TRADING ACCOUNT - CONTINUED
SUMMARY OF JOINT TRADING - CONTINUED
 
DATED OCTOBER 19, 1998, DUE MARCH 22, 1999                AT 4.86%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $200,000,000
Aggregate maturity amount of agreements                   $204,158,000
Aggregate market value of transferred assets              $205,486,138
Coupon rates of transferred assets                        6% to 9%
Maturity dates of transferred assets                      2/1/17 to 10/1/28
 
DATED OCTOBER 22, 1998, DUE DECEMBER 16, 1998             AT 4.9%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $100,000,000
Aggregate maturity amount of agreements                   $100,748,611
Aggregate market value of transferred assets              $102,349,672
Coupon rates of transferred assets                        5.50% to 11%
Maturity dates of transferred assets                      2/1/99 to 4/1/37
 
DATED OCTOBER 26, 1998, DUE DECEMBER 28, 1998             AT 4.9%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $200,000,000
Aggregate maturity amount of agreements                   $201,715,000
Aggregate market value of transferred assets              $204,699,344
Coupon rates of transferred assets                        5.50% to 11%
Maturity dates of transferred assets                      2/1/99 to 4/1/37
 
DATED OCTOBER 26, 1998, DUE JANUARY 25, 1999              AT 5%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $100,000,000
Aggregate maturity amount of agreements                   $101,263,889
Aggregate market value of transferred assets              $102,165,587
Coupon rates of transferred assets                        0%
Maturity dates of transferred assets                      10/1/09 to 8/1/34
 
3. JOINT TRADING ACCOUNT - CONTINUED
SUMMARY OF JOINT TRADING - CONTINUED
 
DATED NOVEMBER 19, 1998, DUE DECEMBER 16, 1998            AT 5%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $100,000,000
Aggregate maturity amount of agreements                   $100,375,000
Aggregate market value of transferred assets              $102,500,611
Coupon rates of transferred assets                        0%
Maturity dates of transferred assets                      7/1/22 to 11/1/37
 
DATED NOVEMBER 19, 1998, DUE JANUARY 19, 1999             AT 5.23%
Number of dealers or banks                                1
Maximum amount with one dealer or bank                    100%
Aggregate principal amount of agreements                  $100,000,000
Aggregate maturity amount of agreements                   $100,886,194
Aggregate market value of transferred assets              $102,159,208
Coupon rates of transferred assets                        0%
Maturity dates of transferred assets                      1/1/24 to 3/1/28
 
DATED NOVEMBER 30, 1998, DUE DECEMBER 1, 1998             AT 5.52%
Number of dealers or banks                                2
Maximum amount with one dealer or bank                    57%
Aggregate principal amount of agreements                  $696,887,000
Aggregate maturity amount of agreements                   $696,993,886
Aggregate market value of transferred assets              $710,881,094
Coupon rates of transferred assets                        0% to 14.50%
Maturity dates of transferred assets                      12/1/98 to 8/1/37
</TABLE>
 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly  fee that is calculated on the basis of a group fee rate plus
a fixed individual fund fee rate applied to the average net assets of
the fund and adding an income based fee. The group fee rate is the
weighted average of a series of rates and is based on the monthly
average net assets of all the mutual funds advised by FMR. The rates
ranged from .1100% to .3700% for the period. In the event that these
rates were lower than the contractual rates in effect during the
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. The individual fund fee rate is
 .03%. The income-based fee is added only when the fund's gross yield
exceeds 5%. At that time the income-based fee would equal 6% of the
portion of the fund's gross income that represents a gross yield of
more than 5% per year. The maximum income based component is .24%
(annualized) of average net assets. For the period, the management fee
was equivalent to an annual rate of .20% of average net assets.
SUB-ADVISER FEE. As the fund's investment sub-adviser, Fidelity
Investments Money Management, Inc., a wholly owned subsidiary of FMR,
receives a fee from FMR of 50% of the management fee payable to FMR.
The fee is paid prior to any voluntary expense reimbursements which
may be in effect.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .22% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
5. EXPENSE REDUCTIONS.
The fund has entered into an arrangement with its transfer agent
whereby credits realized as a result of uninvested cash balances were
used to reduce a portion of the fund's expenses. During the period,
the fund's transfer agent fees were reduced by $110,000 under this
arrangement.
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Phillips Street Trust and the Shareholders
of Fidelity U.S. Government Reserves:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity U.S. Government Reserves (a fund of Fidelity Phillips Street
Trust) at November 30, 1998, the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Fidelity U.S. Government Reserves' management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which
included confirmation of securities at November 30, 1998 by
correspondence with the custodian and brokers, provide a reasonable
basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 4, 1999
 
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
(REGISTERED TRADEMARK)
INVESTMENT SUB-ADVISER
Fidelity Investments
Money Management, Inc.
Merrimack, NH
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Boyce I. Greer, Vice President
Fred L. Henning, Jr., Vice President
Robert A. Litterst, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Stanley N. Griffith, Assistant Vice President
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
William O. McCoy *
Marvin L. Mann *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
 
FUS-ANN-0199  68688
1.539126.101
 
CUSTODIAN
Bank of New York
New York, NY
FIDELITY'S TAXABLE
MONEY MARKET FUNDS
Fidelity Cash Reserves
Fidelity Daily Income Trust
Fidelity U.S. Government Reserves
Spartan(registered trademark) Money Market Fund
Spartan U.S. Government
Money Market Fund
Spartan U.S. Treasury
Money Market Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions  1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774  (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
TouchTone Xpress (registered trademark)   1-800-544-5555
 AUTOMATED LINE FOR QUICKEST SERVICE
 
(FIDELITY_LOGO_GRAPHIC) (REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
 



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