FIDELITY PHILLIPS STREET TRUST
497, 2000-12-29
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Supplement to the
Fidelity
® Cash Reserves and Fidelity U.S.
Government Reserves
January 24, 2000
Prospectus

<R>The following information replaces the first paragraph in the "Fee Table" section on page 5.</R>

<R>The following table describes the fees and expenses that are incurred when you buy, hold, or sell shares of a fund. The annual fund operating expenses provided below for each fund are based on historical expenses, adjusted to reflect current fees. The annual fund operating expenses provided below for U.S. Government Reserves do not reflect the effect of any reduction of certain expenses during the period.</R>

<R>The following information replaces similar information in the "Fee Table" section beginning on page 5.</R>

<R>Annual fund operating expenses </R>(paid from fund assets)

<R>Cash Reserves

Management fee

0.25%</R>

<R>

Distribution and Service (12b-1) fee

None</R>

<R>

Other expenses

0.26%</R>

<R>

Total annual fund operating expenses

0.51%</R>

<R>U.S. Government Reserves

Management fee

0.24%</R>

<R>

Distribution and Service (12b-1) fee

None</R>

<R>

Other expenses

0.24%</R>

<R>

Total annual fund operating expenses

0.48%</R>

<R>Through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances are used to reduce custodian and transfer agent expenses. Including these reductions, the total fund operating expenses would have been 0.47% for U.S. Government Reserves.</R>

<R>CAS/FUS-01-01

January 1, 2001

1.712068.106</R>

<R>The following information replaces similar information in the "Fee Table" section beginning on page 5.</R>

<R>Cash Reserves

1 year

$ 52</R>

<R>

3 years

$ 164</R>

<R>

5 years

$ 285</R>

<R>

10 years

$ 640</R>

<R>U.S. Government Reserves

1 year

$ 49</R>

<R>

3 years

$ 154</R>

<R>

5 years

$ 269</R>

<R>

10 years

$ 604</R>

<R>The following information replaces the third paragraph under the heading "Fundamental Investment Policies" in the "Investment Details" section on page 8.</R>

<R></R>U.S. Government Reserves seeks as high a level of current income as is consistent with the security of principal and liquidity.

<R>The following information replaces the tenth through the fourteenth paragraphs in the "Fund Management" section beginning on page 22.</R>

<R>Each fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month.</R>

<R>The monthly management fee for each fund is calculated by adding a group fee to an income-related fee. </R>

<R>The income-related fee varies depending on the level of the fund's monthly gross income from an annualized rate of 0.05% (at a fund annualized gross yield of 0%) to 0.27% (at a fund annualized gross yield of 15%) of the fund's average net assets throughout the month. </R>

<R>The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0.37%, and it drops as total assets under management increase. The group fee rate is divided by twelve and multiplied by the fund's average net assets throughout the month.</R>

<R>For November 1999, the group fee rate was 0.1275%.</R>

<R>The total management fee for the fiscal year ended November 30, 1999, was 0.18% of the fund's average net assets for Cash Reserves and 0.17% of the fund's average net assets for U.S. Government Reserves. For the fiscal year ended November 30, 1999, each fund paid FMR a management fee composed of a group fee, an individual fund fee of 0.03% of the fund's average net assets, and an income-based fee of 6% of the fund's monthly gross income in excess of an annualized 5% yield.</R>

Supplement to the
Fidelity
® Cash Reserves and
Fidelity U.S. Government Reserves
January 24, 2000 Prospectus

<R>The following information replaces the first paragraph in the "Fee Table" section on page 5.</R>

<R>The following table describes the fees and expenses that are incurred when you buy, hold, or sell shares of a fund. The annual fund operating expenses provided below for each fund are based on historical expenses, adjusted to reflect current fees. The annual fund operating expenses provided below for U.S. Government Reserves do not reflect the effect of any reduction of certain expenses during the period.</R>

<R>The following information replaces similar information in the "Fee Table" section beginning on page 5.</R>

<R>Annual fund operating expenses </R>(paid from fund assets)

<R>Cash Reserves

Management fee

0.25%</R>

<R>

Distribution and Service (12b-1) fee

None</R>

<R>

Other expenses

0.26%</R>

<R>

Total annual fund operating expenses

0.51%</R>

<R>U.S. Government Reserves

Management fee

0.24%</R>

<R>

Distribution and Service (12b-1) fee

None</R>

<R>

Other expenses

0.24%</R>

<R>

Total annual fund operating expenses

0.48%</R>

<R>Through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances are used to reduce custodian and transfer agent expenses. Including these reductions, the total fund operating expenses would have been 0.47% for U.S. Government Reserves.</R>

<R>The following information replaces similar information in the "Fee Table" section beginning on page 5.</R>

<R>Cash Reserves

1 year

$ 52</R>

<R>

3 years

$ 164</R>

<R>

5 years

$ 285</R>

<R>

10 years

$ 640</R>

<R>U.S. Government Reserves

1 year

$ 49</R>

<R>

3 years

$ 154</R>

<R>

5 years

$ 269</R>

<R>

10 years

$ 604</R>

<R>The following information replaces the third paragraph under the heading "Fundamental Investment Policies" in the "Investment Details" section on page 7.</R>

<R></R>U.S. Government Reserves seeks as high a level of current income as is consistent with the security of principal and liquidity.

<R>The following information replaces the tenth through the fourteenth paragraphs in the "Fund Management" section on page 16.</R>

<R>Each fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month.</R>

<R>The monthly management fee for each fund is calculated by adding a group fee to an income-related fee. </R>

<R>The income-related fee varies depending on the level of the fund's monthly gross income from an annualized rate of 0.05% (at a fund annualized gross yield of 0%) to 0.27% (at a fund annualized gross yield of 15%) of the fund's average net assets throughout the month.</R>

<R>The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0.37%, and it drops as total assets under management increase. The group fee rate is divided by twelve and multiplied by the fund's average net assets throughout the month.</R>

<R>For November 1999, the group fee rate was 0.1275%.</R>

<R>The total management fee for the fiscal year ended November 30, 1999, was 0.18% of the fund's average net assets for Cash Reserves and 0.17% of the fund's average net assets for U.S. Government Reserves. For the fiscal year ended November 30, 1999, each fund paid FMR a management fee composed of a group fee, an individual fund fee of 0.03% of the fund's average net assets, and an income-based fee of 6% of the fund's monthly gross income in excess of an annualized 5% yield.</R>

<R>CAS/FUS-01-01L

January 1, 2001

1.746835.104</R>

SUPPLEMENT TO THE

FIDELITY CASH RESERVES AND

FIDELITY U.S. GOVERNMENT RESERVES

January 24, 2000

STATEMENT OF ADDITIONAL INFORMATION

The following information replaces similar information for Cash Reserves found in the "Investment Policies and Limitations" section on page 2.

The fund may not:

(1) purchase the securities of any issuer, if, as a result, the fund would not comply with any applicable diversification requirements for a money market fund under the Investment Company Act of 1940 and the rules thereunder, as such may be amended from time to time;

(5) underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies;

(i) The fund does not currently intend to purchase a security (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other money market funds) if, as a result, more than 5% of its total assets would be invested in the securities of a single issuer; provided that the fund may invest up to 25% of its total assets in the first tier securities of a single issuer for up to three business days.

The following information replaces similar information for U.S. Government Reserves found in the "Investment Policies and Limitations" section on page 3.

The fund may not:

(1) purchase the securities of any issuer, if, as a result, the fund would not comply with any applicable diversification requirements for a money market fund under the Investment Company Act of 1940 and the rules thereunder, as such may be amended from time to time;

(5) underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies;

(i) The fund does not currently intend to purchase a security (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other money market funds) if, as a result, more than 5% of its total assets would be invested in the securities of a single issuer; provided that the fund may invest up to 25% of its total assets in the first tier securities of a single issuer for up to three business days.

The following information replaces the twelfth paragraph in the "Portfolio Transactions" section on page 7.

A fund may pay both commissions and spreads in connection with the placement of portfolio transactions. For the fiscal years ended November 30, 1999, 1998, and 1997, the funds paid no brokerage commissions.

The following information has been removed from the "Trustees and Officers" section beginning on page 12.

J. GARY BURKHEAD (58), Member of the Advisory Board (1997), is Vice Chairman and a Member of the Board of Directors of FMR Corp. (1997) and President of Fidelity Personal Investments and Brokerage Group (1997). Previously, Mr. Burkhead served as President of Fidelity Management & Research Company.

GERALD C. McDONOUGH (71), Trustee and Chairman of the non-interested Trustees, is Chairman of G.M. Management Group (strategic advisory services). Mr. McDonough is a Director and Chairman of the Board of York International Corp. (air conditioning and refrigeration), Commercial Intertech Corp. (hydraulic systems, building systems, and metal products, 1992), CUNO, Inc. (liquid and gas filtration products, 1996), and Associated Estates Realty Corporation (a real estate investment trust, 1993). Mr. McDonough served as a Director of ACME-Cleveland Corp. (metal working, telecommunications, and electronic products) from 1987-1996 and Brush-Wellman Inc. (metal refining) from 1983-1997.

THOMAS R. WILLIAMS (71), Trustee, is President of The Wales Group, Inc. (management and financial advisory services). Prior to retiring in 1987, Mr. Williams served as Chairman of the Board of First Wachovia Corporation (bank holding company), and Chairman and Chief Executive Officer of The First National Bank of Atlanta and First Atlanta Corporation (bank holding company). He is currently a Director of National Life Insurance Company of Vermont and American Software, Inc. Mr. Williams was previously a Director of ConAgra, Inc. (agricultural products), Georgia Power Company (electric utility), and Avado, Inc. (restaurants).

CAS/FUSB-01-03

January 1, 2001

1.475755.108

FRED L. HENNING, JR. (60), is Vice President of Fidelity's Fixed-Income Group (1995), Senior Vice President of FMR (1995), and Senior Vice President of FIMM (1998). Before assuming his current responsibilities, Mr. Henning was head of Fidelity's Money Market Division.

RICHARD A. SILVER (52), Treasurer (1997), is Treasurer of the Fidelity funds and is an employee of FMR (1997). Before joining FMR, Mr. Silver served as Executive Vice President, Fund Accounting & Administration at First Data Investor Services Group, Inc. (1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also served as Chairman of the Accounting/Treasurer's Committee of the Investment Company Institute (1987-1993).

MATTHEW N. KARSTETTER (38), Deputy Treasurer (1998), is Deputy Treasurer of the Fidelity funds and is an employee of FMR (1998). Before joining FMR, Mr. Karstetter served as Vice President of Investment Accounting and Treasurer of IDS Mutual Funds at American Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter was Vice President, Mutual Fund Services at State Street Bank & Trust (1991-1996).

The following information replaces the similar information found in the "Trustees and Officers" section beginning on page 12.

MARVIN L. MANN (66), Trustee and Chairman of the non-interested Trustees (2001), is Chairman Emeritus, of Lexmark International, Inc. (office machines, 1991) where he still remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation ("IBM") and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals, 1993), Imation Corp. (imaging and information storage, 1997). He is a Board member of Dynatech Corporation (electronics, 1999).

The following information supplements the similar information found in the "Trustees and Officers" section beginning on page 12.

J. MICHAEL COOK (58), Trustee (2001). Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP, Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Dow Chemical Company (2000), HCA - The Healthcare Company (1999), and Children First (1999). He is a member of the Executive Committee of the Securities Regulation Institute, past chairman and a member of the Board of Catalyst (a leading organization for the advancement of women in business), and a Director of the STAR Foundation (Society to Advance the Retarded and Handicapped). He also serves as a member of the Board and Executive Committee and as Co-Chairman of the Audit and Finance Committee of the Center for Strategic & International Studies, a member of the Board of Overseers of the Columbia Business School, and a Member of the Advisory Board of the Graduate School of Business of the University of Florida.

MARIE L. KNOWLES (54), Trustee (2001). Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994), URS Corporation (multidisciplinary engineering, 1999), and America West Holdings Corporation (aviation and travel services, 1999) and previously served as a Director of ARCO Chemical Corporation and Vastar Resources, Inc. Ms. Knowles serves as a member of the National Board of the Smithsonian Institution, she is a Trustee of the Brookings Institution and serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

WILLIAM S. STAVROPOULOS (61), Member of the Advisory Board (2000), is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of Dow Corning Corporation, NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (1997), and the Chemical Financial Corporation. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

DWIGHT D. CHURCHILL (47) is Vice President of Fidelity U.S. Government Reserves (2000) and Fidelity Cash Reserves (2000). He serves as President of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds, Senior Vice President of FMR (1997), and Vice President of FIMM (1998). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.

ROBERT A. DWIGHT (42) is Treasurer of Fidelity U.S. Government Reserves (2000) and Fidelity Cash Reserves (2000). Mr. Dwight also serves as Treasurer of other Fidelity funds (2000) and is an employee of FMR. Prior to becoming Treasurer of the Fidelity funds, he served as President of Fidelity Accounting and Custody Services (FACS). Before joining Fidelity, Mr. Dwight was Senior Vice President of fund accounting operations for The Boston Company.

The following information replaces the Compensation Table found in the "Trustees and Officers" section beginning on page 15.

The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or her services for the fiscal year ended November 30, 1999, or calendar year ended December 31, 1999, as applicable.

Compensation Table

AGGREGATE
COMPENSATION FROM A FUND

Edward C.
Johnson 3d
**

Abigail P.
Johnson**

Ralph F.
Cox

Phyllis Burke
Davis

Robert M.
Gates

E. Bradley
Jones
****

Donald J.
Kirk

Cash ReservesB,C,D

$ 0

$ 0

$ 9,926

$ 9,523

$ 9,858

$ 9,859

$ 9,865

U.S. Government ReservesB

$ 0

$ 0

$ 434

$ 416

$ 431

$ 431

$ 431

TOTAL COMPENSATION FROM THE FUND
COMPLEX*,A

$ 0

$ 0

$ 217,500

$ 211,500

$ 217,500

$ 217,500

$ 217,500

AGGREGATE
COMPENSATION FROM A FUND

Ned C.
Lautenbach
***

Peter S.
Lynch
**

William O.
McCoy

Gerald C.
McDonough
#

Marvin L.
Mann

Robert C.
Pozen
**

Thomas R.
Williams#

Cash ReservesB,C,D

$ 1,761

$ 0

$ 9,713

$ 12,194

$ 9,858

$ 0

$ 9,656

U.S. Government ReservesB

$ 74

$ 0

$ 425

$ 533

$ 431

$ 0

$ 422

TOTAL COMPENSATION FROM THE FUND
COMPLEX*,A

$ 54,000

$ 0

$ 214,500

$ 269,000

$ 217,500

$ 0

$ 213,000

* Information is for the calendar year ended December 31, 1999 for 236 funds in the complex.

** Interested Trustees and Ms. Johnson are compensated by FMR.

*** During the period from October 14, 1999 through December 31, 1999, Mr. Lautenbach served as a Member of the Advisory Board. Effective January 1, 2000, Mr. Lautenbach serves as a Member of the Board of Trustees.

**** Mr. Jones served on the Board of Trustees through December 31, 1999.

# Messrs. McDonough and Williams served on the Board of Trustees through December 31, 2000.

A Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For the calendar year ended December 31, 1999, the Trustees accrued required deferred compensation from the funds as follows: Ralph F. Cox, $75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E. Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy, $75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and Thomas R. Williams, $75,000. Certain of the non-interested Trustees elected voluntarily to defer a portion of their compensation as follows: Ralph F. Cox, $53,735; William O. McCoy, $53,735; and Thomas R. Williams, $62,319.

B Compensation figures include cash, and may include amounts required to be deferred and amounts deferred at the election of Trustees.

C The following amounts are required to be deferred by each non-interested Trustee: Ralph F. Cox, $4,597; Phyllis Burke Davis, $4,597; Robert M. Gates, $4,597; E. Bradley Jones, $4,597; Donald J. Kirk, $4,597; William O. McCoy, $4,597; Gerald C. McDonough, $5,363; Marvin L. Mann, $4,597; and Thomas R. Williams, $4,597.

D Certain of the non-interested Trustees' aggregate compensation from a fund includes accrued voluntary deferred compensation as follows: Thomas R. Williams, $3,830, Cash Reserves.

The following information replaces the information following the "Management Fees" heading in the "Management Contracts" section on page 16.

Management Fees. For the services of FMR under the management contract, each fund pays FMR a monthly management fee which has two components: a group fee and an income component.

The group fee rate is based on the monthly average net assets of all of the registered investment companies with which FMR has management contracts.

GROUP FEE RATE SCHEDULE

EFFECTIVE ANNUAL FEE RATES

Average Group
Assets

Annualized
Rate

Group Net
Assets

Effective Annual Fee
Rate

0 - $3 billion

.3700%

$ 1 billion

.3700%

3 - 6

.3400

50

.2188

6 - 9

.3100

100

.1869

9 - 12

.2800

150

.1736

12 - 15

.2500

200

.1652

15 - 18

.2200

250

.1587

18 - 21

.2000

300

.1536

21 - 24

.1900

350

.1494

24 - 30

.1800

400

.1459

30 - 36

.1750

450

.1427

36 - 42

.1700

500

.1399

42 - 48

.1650

550

.1372

48 - 66

.1600

600

.1349

66 - 84

.1550

650

.1328

84 - 120

.1500

700

.1309

120 - 156

.1450

750

.1291

156 - 192

.1400

800

.1275

192 - 228

.1350

850

.1260

228 - 264

.1300

900

.1246

264 - 300

.1275

950

.1233

300 - 336

.1250

1,000

.1220

336 - 372

.1225

1,050

.1209

372 - 408

.1200

1,100

.1197

408 - 444

.1175

1,150

.1187

444 - 480

.1150

1,200

.1177

480 - 516

.1125

1,250

.1167

516 - 587

.1100

1,300

.1158

587 - 646

.1080

1,350

.1149

646 - 711

.1060

1,400

.1141

711 - 782

.1040

782 - 860

.1020

860 - 946

.1000

946 - 1,041

.0980

1,041 - 1,145

.0960

1,145 - 1,260

.0940

Over 1,260

.0920

The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying the annualized rates on the left. For example, the effective annual fee rate at $800 billion of group net assets - the approximate level for November 1999 - was 0.1275%, which is the weighted average of the respective fee rates for each level of group net assets up to $800 billion.

One-twelfth of the group fee rate is applied to the fund's average net assets for the month, giving a dollar amount which is the fee for that month to which the income component is added.

The income component for each month is the sum of an income-based fee and an asset-based fee as follows:

If the fund's annualized gross yield is:

Equal To or
Greater Than

But Less
Than

Income-Based
Fee

Annual Asset-Based
Fee Rate

0.00%

1.00%

2% of Monthly Gross Income

0.05%

1.00%

3.00%

zero

0.07%

3.00%

11.00%

2% of Monthly Gross Income

0.01%

11.00%

13.00%

zero

0.23%

13.00%

15.00%

2% of Monthly Gross Income

(0.03)%

15.00%

--

zero

0.27%

Gross income, for this purpose, includes interest accrued and/or discount earned (including both original issue discount and market discount) on portfolio obligations, less amortization of premium on portfolio obligations. Annualized gross yield is determined by dividing the fund's gross income for the month by the average daily net assets of the fund and dividing the result by the number of days in the month divided by 365 days. One-twelfth of the annual asset-based fee rate is applied to the fund's average net assets for the month, and the resulting dollar amount (positive or negative) is the asset-based fee for that month.

Cash Reserves' management contract further provides that FMR will reimburse the fund, in an amount not in excess of the fund's management fee for any fiscal year, if the fund's aggregate operating expenses exceed 1% of the average net assets of the fund.

The following table shows the amount of management fees paid by each fund to FMR for the past three fiscal years.

Fund

Fiscal Years Ended
November 30
A

Management Fees
Paid to FMR

Cash Reserves

1999

$ 61,534,000

1998

$ 54,069,000

1997

$ 47,443,000

U. S. Government Reserves

1999

$ 2,560,000

1998

$ 2,626,000

1997

$ 2,517,000

A Prior to January 1, 2001, the fund paid FMR a monthly management fee with three components: a group fee, an individual fund fee of 0.03% of the fund's average net assets, and an income-based fee of 6% of the fund's monthly gross income in excess of an annualized 5% yield.

FMR may, from time to time, voluntarily reimburse all or a portion of a fund's operating expenses (exclusive of interest, taxes, brokerage commissions, and extraordinary expenses). FMR retains the ability to be repaid for these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.

Expense reimbursements by FMR will increase a fund's returns and yield, and repayment of the reimbursement by a fund will lower its returns and yield.



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