FIDELITY PHILLIPS STREET TRUST
N-30D, 2001-01-18
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Fidelity
®

Cash Reserves

Annual Report

November 30, 2000

(2_fidelity_logos)(Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

A complete list of the fund's investments.

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Proxy Voting Results

<Click Here>

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other 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.

(Recycle graphic)   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 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Annual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

For the first time since 1990, the taxable bond market, as measured by the Lehman Brothers Aggregate Bond Index, appeared nearly certain to outperform the U.S. stock market, as measured by the S&P 500®. The former was up nearly 10% year to date through November, while the S&P 500 was down by approximately the same amount. Disappointing corporate earnings and uncertainty concerning a president-elect toppled the stock market late in the period.

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 1-800-544-6666, 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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

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, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity Cash Reserves

6.13%

29.93%

61.85%

All Taxable Money Market Funds Average

5.81%

28.47%

58.20%

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 iMoneyNet, Inc. The past one year average represents a peer group of 981 money market funds.

Average Annual Total Returns

Periods ended November 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity Cash Reserves

6.13%

5.38%

4.93%

All Taxable Money Market Funds Average

5.81%

5.13%

4.69%

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.

Annual Report

Performance - continued

Yields

11/28/00

8/29/00

5/30/00

2/29/00

11/30/99

Fidelity Cash Reserves

6.24%

6.26%

6.15%

5.53%

5.32%

All Taxable Money Market Funds Average

6.02%

6.00%

5.76%

5.27%

5.03%

11/29/00

8/30/00

5/31/00

3/1/00

12/1/99

MMDA

2.14%

2.12%

2.10%

2.09%

2.07%



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 table 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 iMoneyNet, Inc. The MMDA average is supplied by BANK RATE MONITOR(TM).

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.

3

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Annual Report

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with John Todd, Portfolio Manager of Fidelity Cash Reserves

Q. John, what was the investment environment like during the year that ended November 30, 2000?

A. During the first half of the period, the Federal Reserve Board raised short-term interest rates in an attempt to harness economic growth and temper inflationary pressures. From mid-1999 through May 2000, the Fed increased the benchmark fed funds target rate by 1.75 percentage points in a series of six separate moves. At the time of the Fed's last move, market observers expected that the Fed would continue to push rates higher through the end of 2000. This view proved to be unfounded, however, as the Fed decided it could tolerate faster economic growth, thanks in part to accelerating productivity that helped contain inflation. Consequently, the Fed decided during the summer to pause and assess the effects of its prior actions, and it remained on the sidelines as the fall's election approached. When the Fed decided to keep rates unchanged in August, it reaffirmed what had become the market's newfound belief that the Fed would keep rates steady for the balance of the year. Data continued to confirm that economic growth was moderating from the rapid pace we had seen in the first half of 2000. Several reasons were cited for this slowdown: the Fed rate increases raised borrowing costs; rising energy prices reduced consumers' disposable income; and raw materials costs hurt corporate earnings and stock market performance. Further, declining financial asset prices cut into disposable income, dampening economic growth. In spite of the slowdown, economic growth remained solid and inflation remained benign despite rising energy prices and a strong labor market. Productivity growth was credited for muting the inflationary effects typically sparked by low unemployment and rising wages and benefits. While the Fed maintained a bias toward raising rates during most of the second half of the period, evidence of softening economic growth both here and abroad prompted many investors to conclude that the next Fed move would be a rate cut.

Q. What was your strategy with the fund?

A. During the first half of the year, I kept the fund's average maturity relatively short, aiming to invest in as many securities as possible that matured right around the dates when the Fed held its Open Market Committee meetings. By doing so, I was able to re-invest maturing assets in securities offering increasing yields. Moving into the second quarter, investors were rewarded with higher yields for investing in longer-term securities. At that time, I extended the average maturity of the fund by buying six-month and one-year securities that I felt adequately compensated the fund given my interest-rate outlook. Once market sentiment shifted, investors were no longer rewarded for taking on the added risk of investing in longer-term money market securities. During the summer, I allowed the fund's average maturity to shorten because I did not feel the Fed would cut rates in the near term. Near the end of November, however, I started purchasing some longer-term paper to lock in higher yields in anticipation of declining rates.

Annual Report

Fund Talk: The Manager's Overview - continued

Q. How did the fund perform?

A. The fund's seven-day yield on November 30, 2000, was 6.24%, compared to 5.32% 12 months ago. For the 12 months that ended November 30, 2000, the fund had a total return of 6.13%, compared to 5.81% for the all taxable money market funds average, according to iMoneyNet, Inc.

Q. What's your outlook, John?

A. Even though core inflation has started to creep up a bit, prices generally have stayed steady. The economy is slowing, and the big question at this point is just how much the economy will slow down. The magnitude and duration of the slowdown, as well as credit market behavior during the next few months, will play a big role in determining the future course of Fed policy. If recent turbulent market action continues and threatens to slow economic growth further, or if the economy slows too quickly, the Fed is likely to reduce rates. However, if markets stabilize the Fed would probably welcome slower growth at levels it feels comfortable would further dampen inflationary pressures.

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 and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Fund Facts

Goal: seeks a high level of current income as is consistent with the preservation of capital and liquidity

Fund number: 055

Trading symbol: FDRXX

Start date: May 10,1979

Size: as of November 30, 2000, more than $44.2 billion

Manager: John Todd, since 1997; manager, several other Fidelity and Spartan taxable money market funds; joined Fidelity in 1981

3

Annual Report

Investment Changes

Maturity Diversification

Days

% of fund's investments 11/30/00

% of fund's investments 5/31/00

% of fund's investments 11/30/99

0 - 30

36.6

53.3

35.8

31 - 90

37.3

25.9

40.5

91 - 180

24.8

10.6

19.7

181 - 397

1.3

10.2

4.0

Weighted Average Maturity

11/30/00

5/31/00

11/30/99

Fidelity Cash Reserves

64 Days

67 Days

62 Days

All Taxable Money Market
Funds Average
**

50 Days

50 Days

54 Days

Asset Allocation (% of fund's net assets)

As of November 30, 2000

As of May 31, 2000

Commercial
Paper 47.0%

Commercial
Paper 45.3%

Bank CDs, BAs,
TDs, and Notes 50.5%

Bank CDs, BAs,
TDs, and Notes 51.2%

Government
Securities 2.6%

Government
Securities 1.4%

Other Investments
and Net
Other Assets (0.1)%*

Other Investments
and Net
Other Assets 2.1%



* Other Investments and Net Other Assets are not included in the pie chart.

** Source: iMoneyNet, Inc.®

Annual Report

Investments November 30, 2000

Showing Percentage of Net Assets

Certificates of Deposit - 38.6%

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Domestic Certificates Of Deposit - 0.9%

First Union National Bank, North Carolina

5/15/01

7.35%

$ 225,000

$ 225,000

U.S. Bank NA, Minnesota

12/1/00

6.72 (b)

170,000

170,000

395,000

London Branch, Eurodollar, Foreign Banks - 21.1%

Abbey National Treasury Services PLC

2/15/01

6.63

445,000

445,000

3/1/01

6.62

210,000

210,000

3/1/01

6.64

226,000

226,000

3/12/01

6.70

600,000

600,000

ABN-AMRO Bank NV

3/1/01

6.62

250,000

250,000

Alliance & Leicester PLC

3/5/01

6.65

100,000

100,000

Bank of Scotland Treasury Services PLC

2/7/01

6.64

150,000

149,997

Barclays Bank PLC

12/27/00

6.55

400,000

400,000

2/7/01

6.63

200,000

200,000

2/8/01

6.65

380,000

380,000

2/12/01

6.66

260,000

260,000

2/28/01

6.64

108,000

108,000

Bayerische Hypo-und Vereinsbank AG

12/11/00

6.50

300,000

300,000

2/7/01

6.63

200,000

200,000

2/8/01

6.64

100,000

100,000

2/26/01

6.74

400,000

400,000

3/1/01

6.64

225,000

225,000

3/13/01

6.67

340,000

340,000

3/26/01

6.62

325,000

325,000

Commerzbank AG

2/15/01

6.63

135,000

135,000

Credit Agricole Indosuez

5/31/01

6.60

200,000

200,009

Halifax PLC

12/7/00

6.43

25,000

25,000

2/16/01

6.63

90,000

90,000

2/20/01

6.63

75,000

75,000

Certificates of Deposit - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

London Branch, Eurodollar, Foreign Banks - continued

ING Bank NV

2/7/01

6.63%

$ 250,000

$ 250,000

3/1/01

6.62

375,000

375,000

3/12/01

6.70

125,000

125,000

3/20/01

6.61

180,000

180,000

6/4/01

6.52

50,000

50,000

Landesbank Baden-Wuerttemberg

2/8/01

6.64

200,000

200,000

Landesbank Hessen-Thuringen

6/4/01

6.51

200,000

200,010

National Australia Bank Ltd.

2/5/01

6.63

50,000

49,998

Nationwide Building Society

2/14/01

6.70

110,000

110,000

Norddeutsche Landesbank Girozentrale

12/29/00

6.55

150,000

149,998

2/23/01

6.73

100,000

100,004

Northern Rock PLC

2/28/01

6.66

38,000

38,000

3/7/01

6.71

25,000

25,000

RaboBank Nederland Coop. Central

12/18/00

6.52

135,000

135,000

2/7/01

6.63

350,000

350,000

Societe Generale

12/1/00

6.57

225,000

225,000

12/18/00

6.54

210,000

210,000

Svenska Handelsbanken AB

2/1/01

6.65

50,000

50,000

2/1/01

6.67

100,000

100,001

3/2/01

6.64

100,000

100,000

Westdeutsche Landesbank Girozentrale

2/12/01

6.75

150,000

149,992

2/28/01

6.75

120,000

120,000

3/12/01

6.70

75,000

74,998

5/14/01

6.64

200,000

200,000

9,312,007

New York Branch, Yankee Dollar, Foreign Banks - 16.6%

Bayerische Hypo-und Vereinsbank AG

2/5/01

6.63

300,000

300,000

Certificates of Deposit - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

New York Branch, Yankee Dollar, Foreign Banks - continued

Canadian Imperial Bank of Commerce

12/1/00

6.62% (b)

$ 235,000

$ 234,924

12/21/00

6.55

100,000

100,000

Commerzbank AG

3/19/01

6.62

340,000

340,000

3/23/01

6.75

335,000

335,000

3/26/01

6.61

130,000

130,000

Credit Agricole Indosuez

12/4/00

6.55

100,000

100,000

2/20/01

6.64

450,000

450,000

Credit Communal de Belgique SA

5/2/01

7.11

100,000

99,988

5/3/01

7.10

100,000

99,988

Deutsche Bank AG

12/11/00

6.55 (b)

230,000

229,995

2/5/01

6.75

425,000

424,960

2/22/01

6.82

200,000

199,978

5/3/01

7.10

100,000

99,988

Dexia Bank SA

3/5/01

6.62

75,000

75,000

Dresdner Bank AG

12/29/00

7.05

345,000

345,000

Landesbank Baden-Wuerttemberg

2/12/01

6.63

200,000

200,001

Merita Bank PLC

2/13/01

6.63

100,000

100,000

2/20/01

6.63

135,000

135,000

2/21/01

6.64

50,000

50,000

3/6/01

6.63

115,000

115,000

National Bank of Canada

12/4/00

6.55

85,000

85,000

National Westminster Bank PLC

12/4/00

6.55

200,000

200,000

Norddeutsche Landesbank Girozentrale

2/8/01

6.75

110,000

109,990

5/8/01

7.15

215,000

214,982

Royal Bank of Canada

12/1/00

6.62 (b)

500,000

499,870

12/13/00

6.55 (b)

275,000

274,992

3/1/01

6.60

300,000

300,007

Certificates of Deposit - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

New York Branch, Yankee Dollar, Foreign Banks - continued

Royal Bank of Canada - continued

5/2/01

7.00%

$ 150,000

$ 149,988

5/3/01

7.10

15,000

14,998

Societe Generale

12/5/00

6.56 (b)

325,000

324,885

12/21/00

6.54 (b)

215,000

214,913

Svenska Handelsbanken AB

5/2/01

7.00

190,000

189,985

Toronto Dominion Bank

3/1/01

6.62

175,000

175,000

UBS AG

12/7/00

6.45

50,000

49,997

5/1/01

7.00

395,000

394,969

7,364,398

TOTAL CERTIFICATES OF DEPOSIT

17,071,405

Commercial Paper - 47.0%

Alliance & Leicester PLC

12/18/00

6.65

100,000

99,693

5/21/01

6.61

45,000

43,632

Amsterdam Funding Corp.

12/1/00

6.56

25,000

25,000

12/6/00

6.56

175,000

174,842

12/13/00

6.58

50,000

49,891

12/14/00

6.56

10,000

9,976

12/18/00

6.57

100,000

99,692

12/19/00

6.57

100,000

99,675

12/20/00

6.57

70,000

69,759

12/21/00

6.57

25,000

24,909

12/22/00

6.60

50,000

49,811

ANZ (Delaware), Inc.

3/7/01

6.63

150,000

147,396

Aspen Funding Corp.

12/7/00

6.57

100,000

99,891

2/6/01

6.65

125,000

123,481

Asset Securitization Coop. Corp.

12/26/00

6.56 (b)

415,000

414,991

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Associates Corp. of North America

2/8/01

6.66%

$ 60,000

$ 59,246

2/13/01

6.70

100,000

98,658

2/14/01

6.70

25,000

24,660

3/19/01

6.64

97,000

95,106

3/21/01

6.61

100,000

98,035

Associates First Capital BV

2/2/01

6.71

55,000

54,371

2/20/01

6.71

50,000

49,265

3/21/01

6.65

60,000

58,807

AT&T Corp.

12/19/00

6.65 (b)

205,000

205,000

1/16/01

6.75 (b)

75,000

75,008

2/26/01

6.71

300,000

295,288

2/27/01

6.71

100,000

98,411

3/5/01

7.23

115,000

112,868

Bank of America Corp.

3/12/01

6.72

25,000

24,545

Bank One Corp.

3/22/01

6.62

75,000

73,502

Bear Stearns Companies, Inc.

12/11/00

6.62

70,000

69,874

Bradford & Bingley Building Society

2/6/01

6.65

50,000

49,391

2/15/01

6.64

75,000

73,966

CBA Finance, Inc.

2/27/01

6.64

30,000

29,522

3/2/01

6.62

125,000

122,943

Centric Capital Corp.

12/26/00

6.58

22,400

22,298

12/27/00

6.59

58,250

57,974

2/21/01

6.58

30,400

29,947

CIESCO LP

3/7/01

6.63

30,000

29,479

Citibank Credit Card Master Trust I (Dakota Certificate Program)

12/12/00

6.56

150,000

149,701

12/13/00

6.57

25,000

24,946

1/18/01

6.77

50,000

49,553

ConAgra Foods, Inc.

12/4/00

6.82

26,940

26,925

12/7/00

6.71

25,000

24,972

12/7/00

6.83

29,400

29,367

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

ConAgra Foods, Inc. - continued

12/14/00

6.75%

$ 60,000

$ 59,854

12/14/00

6.78

35,000

34,915

1/26/01

6.96

25,000

24,734

1/29/01

7.14

60,000

59,307

1/30/01

7.02

40,000

39,539

Conoco, Inc.

12/15/00

6.72

125,000

124,675

Corporate Asset Funding Co.

3/7/01

6.63

60,000

58,958

Corporate Receivables Corp.

12/6/00

6.57

25,000

24,977

12/6/00

6.60

75,000

74,932

12/15/00

6.55

45,000

44,886

2/5/01

6.65

100,000

98,799

2/26/01

6.65

85,000

83,659

CXC, Inc.

12/1/00

6.56

35,000

35,000

12/6/00

6.60

150,000

149,865

12/13/00

6.60

50,000

49,892

12/14/00

6.57

20,000

19,953

2/5/01

6.65

95,000

93,859

2/14/01

6.64

50,750

50,061

2/14/01

6.65

85,000

83,843

2/15/01

6.65

35,000

34,517

2/16/01

6.64

90,000

88,744

2/22/01

6.65

50,000

49,247

2/27/01

6.65

75,000

73,803

3/9/01

6.62

90,000

88,408

3/15/01

6.70

50,000

49,064

Daimler-Chrysler North America Holding Corp.

12/12/00

6.57

50,000

49,901

12/13/00

6.59

75,000

74,838

3/2/01

6.71

45,000

44,262

3/5/01

6.70

95,000

93,368

Delaware Funding Corp.

12/18/00

6.56

137,153

136,731

1/22/01

6.70

225,000

222,849

2/8/01

6.65

51,615

50,968

2/26/01

6.65

38,566

37,957

Den Danske Corp., Inc.

2/16/01

6.64

100,000

98,604

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Deutsche Bank Financial, Inc.

2/7/01

6.64%

$ 550,000

$ 543,226

2/8/01

6.64

150,000

148,125

2/15/01

6.63

200,000

197,247

5/7/01

6.63

195,000

189,545

Dominion Resources, Inc.

12/7/00

6.78

25,000

24,972

12/8/00

6.78

20,000

19,974

12/14/00

6.78

25,000

24,939

Edison Asset Securitization LLC

12/1/00

6.57

300,000

300,000

12/27/00

6.55

315,000

313,517

Enterprise Funding Corp.

2/12/01

6.66

35,943

35,466

2/27/01

6.64

145,000

142,685

Falcon Asset Securitization Corp.

12/13/00

6.56

39,120

39,035

12/15/00

6.59

80,000

79,798

1/22/01

6.69

107,142

106,119

1/31/01

6.72

60,000

59,325

2/23/01

6.65

49,000

48,255

3/20/01

6.69

30,000

29,412

Fortis Funding LLC

2/8/01

6.64

50,000

49,373

GE Capital International Funding, Inc.

2/7/01

6.65

150,000

148,144

2/8/01

6.67

118,000

116,532

2/9/01

6.63

140,000

138,225

General Electric Capital Corp.

12/18/00

6.57

195,000

194,405

2/9/01

6.73

100,000

98,730

2/27/01

6.72

115,000

113,173

3/5/01

6.58

50,000

49,155

3/13/01

6.64

140,000

137,438

General Motors Acceptance Corp.

2/1/01

6.71

85,000

84,046

2/9/01

6.64

110,000

108,605

2/12/01

6.64

185,000

182,554

2/13/01

6.64

550,000

542,622

2/15/01

6.64

250,000

246,559

2/16/01

6.64

200,000

197,211

2/20/01

6.64

85,000

83,751

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

General Motors Acceptance Corp. - continued

3/1/01

6.64%

$ 69,000

$ 67,875

3/2/01

6.72

115,000

113,110

Heller Financial, Inc.

12/11/00

6.73

50,000

49,907

12/14/00

6.74

25,000

24,940

2/1/01

7.06

50,000

49,402

2/15/01

7.14

95,000

93,590

2/21/01

7.11

50,000

49,194

ING America Insurance Holdings, Inc.

2/15/01

6.63

50,000

49,312

2/16/01

6.65

50,000

49,302

2/26/01

6.65

40,000

39,372

Jupiter Securitization Corp.

12/4/00

6.56

26,910

26,895

12/18/00

6.60

90,000

89,724

12/22/00

6.57

36,555

36,416

1/25/01

6.74

110,000

108,879

1/30/01

6.71

108,730

107,530

2/5/01

6.64

50,000

49,401

2/12/01

6.69

30,543

30,136

2/16/01

6.67

20,000

19,720

Kitty Hawk Funding Corp.

12/8/00

6.60

69,513

69,425

12/11/00

6.61

71,000

70,870

12/26/00

6.58

12,631

12,574

2/7/01

6.65

30,613

30,235

2/8/01

6.65

20,014

19,763

Lehman Brothers Holdings, Inc.

12/4/00

6.72 (b)

111,000

111,000

12/20/00

6.72 (b)

58,000

58,000

12/26/00

6.72 (b)

125,000

125,000

Lloyds TSB Bank PLC

2/16/01

6.63

125,000

123,258

Montauk Funding Corp.

12/14/00

6.56

65,000

64,847

2/6/01

6.65

88,756

87,674

2/8/01

6.66

185,000

182,677

2/9/01

6.67

85,000

83,917

2/12/01

6.67

85,000

83,871

2/15/01

6.66

80,300

79,190

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Nationwide Building Society

2/5/01

6.64%

$ 13,757

$ 13,592

2/9/01

6.65

80,000

78,983

2/13/01

6.65

9,158

9,035

New Center Asset Trust

2/12/01

6.64

150,000

148,014

2/16/01

6.65

100,000

98,603

2/20/01

6.65

150,000

147,793

2/26/01

6.65

195,000

191,923

Newport Funding Corp.

12/7/00

6.57

200,000

199,782

12/29/00

6.58

100,000

99,491

Park Avenue Receivables Corp.

12/12/00

6.55

125,573

125,323

PHH Corp.

12/6/00

6.80

35,000

34,967

12/22/00

6.85

12,300

12,251

12/22/00

6.87

50,000

49,801

1/31/01

7.00

35,000

34,592

Phillips Petroleum Co.

12/6/00

6.77

23,000

22,979

12/7/00

6.80

26,000

25,971

2/21/01

6.98

69,000

67,911

2/28/01

7.15

19,000

18,670

Preferred Receivables Funding Corp.

1/22/01

6.69

20,000

19,809

Qwest Capital Funding, Inc.

12/7/00

6.82

25,000

24,972

1/26/01

7.14

25,000

24,726

1/26/01

7.35

31,307

30,953

Rohm & Haas Co.

12/1/00

6.80

58,512

58,512

12/27/00

6.77

30,000

29,854

Royal Bank of Canada

3/1/01

6.60

30,000

29,513

Salomon Smith Barney Holdings, Inc.

12/4/00

6.56

70,000

69,962

12/21/00

6.56

60,000

59,782

2/26/01

6.64

100,000

98,424

Sears Roebuck Acceptance Corp.

2/13/01

7.16

35,000

34,493

2/15/01

7.12

30,000

29,557

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Sears Roebuck Acceptance Corp. - continued

2/21/01

7.13%

$ 22,000

$ 21,644

Societe Generale NA

12/26/00

6.69

110,000

109,513

2/14/01

6.63

136,500

134,646

2/20/01

6.64

85,000

83,752

2/28/01

6.72

350,000

344,380

3/5/01

6.61

250,000

245,760

3/7/01

6.62

100,000

98,267

Southern Co.

12/15/00

6.66

85,000

84,782

Svenska Handelsbanken, Inc.

2/8/01

6.63

28,000

27,650

3/12/01

6.70

30,000

29,455

Three Rivers Funding Corp.

12/22/00

6.58

25,000

24,904

Triple-A One Funding Corp.

12/6/00

6.56

27,808

27,783

12/7/00

6.55

30,214

30,181

12/15/00

6.59

54,514

54,376

2/5/01

6.65

50,000

49,401

Tyco International Group SA

12/6/00

6.85

50,000

49,953

12/12/00

6.78

23,500

23,452

1/29/01

7.02

65,000

64,265

1/31/01

7.08

35,000

34,587

UBS Finance, Inc.

3/26/01

6.62

460,000

450,493

3/30/01

6.62

520,000

508,879

5/25/01

6.61

460,000

445,711

Variable Funding Capital Corp.

12/11/00

6.56

32,935

32,875

12/12/00

6.56

100,000

99,801

12/12/00

6.57

50,000

49,901

12/12/00

6.59 (b)

125,000

125,000

2/9/01

6.64

20,000

19,746

2/14/01

6.64

50,000

49,320

2/14/01

6.65

16,000

15,782

2/21/01

6.58

100,000

98,510

2/21/01

6.59

150,000

147,765

Ventures Business Trust

12/7/00

6.60

75,000

74,919

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Ventures Business Trust - continued

12/14/00

6.60%

$ 150,000

$ 149,648

12/27/00

6.65

125,000

124,413

2/21/01

6.59

135,000

132,986

3/7/01

6.66

200,000

196,512

Verizon Global Funding Corp.

12/12/00

6.58

45,000

44,911

Vodafone AirTouch PLC

12/6/00

6.57

100,000

99,909

12/7/00

6.57

80,000

79,913

Wells Fargo Financial, Inc.

2/27/01

6.63

50,000

49,203

Windmill Funding Corp.

12/7/00

6.56

50,000

49,946

12/7/00

6.59

50,000

49,946

12/12/00

6.56

25,000

24,950

12/13/00

6.56

194,000

193,578

12/13/00

6.57

75,000

74,838

12/13/00

6.60

60,000

59,870

12/14/00

6.56

165,000

164,611

12/18/00

6.57

25,000

24,923

12/19/00

6.56

50,000

49,837

12/20/00

6.57

50,000

49,828

WorldCom, Inc.

12/1/00

6.73

32,215

32,215

12/1/00

7.00

45,000

45,000

12/7/00

6.76

125,000

124,860

12/7/00

6.78

100,000

99,888

12/14/00

6.78

25,000

24,939

2/1/01

7.05

105,000

103,746

TOTAL COMMERCIAL PAPER

20,798,566

Federal Agencies - 2.6%

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - 1.2%

Discount Notes - 1.2%

3/19/01

6.51%

$ 50,000

$ 49,051

4/5/01

6.52

91,286

89,283

5/24/01

6.48

280,000

271,508

5/31/01

6.49

150,000

145,264

555,106

Federal Home Loan Bank - 0.5%

Discount Notes - 0.5%

2/1/01

6.50

161,000

159,309

3/14/01

6.50

50,000

49,094

208,403

Freddie Mac - 0.9%

Discount Notes - 0.9%

2/1/01

6.57

86,000

85,087

2/7/01

6.50

200,000

197,696

5/24/01

6.49

100,000

96,960

379,743

TOTAL FEDERAL AGENCIES

1,143,252

Bank Notes - 2.7%

Bank of America NA

3/21/01

6.75

250,000

250,000

Bank One NA, Chicago

2/20/01

6.61

250,000

250,000

4/16/01

6.62

250,000

250,000

5/21/01

6.64

300,000

300,000

Comerica Bank, Detroit

12/1/00

6.64 (b)

125,000

124,990

Lasalle Bank NA

2/5/01

6.75

30,000

29,997

TOTAL BANK NOTES

1,204,987

Master Notes - 1.0%

Goldman Sachs Group, Inc.

12/28/00

6.63 (c)

255,000

255,000

2/15/01

6.72 (c)

205,000

205,000

TOTAL MASTER NOTES

460,000

Medium-Term Notes - 4.3%

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Associates Corp. of North America

12/29/00

6.66% (b)

$ 415,000

$ 415,000

Bank of Scotland Treasury Services PLC

1/19/01

6.77 (b)

129,000

129,001

CIT Group, Inc.

12/1/00

6.61 (b)

190,000

189,949

Ford Motor Credit Co.

12/11/00

6.58 (b)

250,000

249,995

General Motors Acceptance Corp.

12/14/00

6.57 (b)

140,000

139,996

12/28/00

6.56 (b)

200,000

199,957

General Motors Acceptance Corp. Mortgage Credit

12/1/00

6.67

225,000

225,000

Merrill Lynch & Co., Inc.

12/4/00

6.59 (b)

190,000

189,994

Morgan Stanley Dean Witter & Co.

12/18/00

6.68 (b)

150,000

149,999

TOTAL MEDIUM-TERM NOTES

1,888,891

Short-Term Notes - 3.9%

Jackson National Life Insurance Co.

1/1/01

6.97 (b)(c)

130,000

130,000

Monumental Life Insurance Co.

12/1/00

6.76 (b)(c)

78,000

78,000

12/1/00

6.79 (b)(c)

65,000

65,000

2/1/01

6.96 (b)(c)

50,000

50,000

New York Life Insurance Co.

12/1/00

6.81 (b)(c)

75,000

75,000

12/22/00

6.94 (b)(c)

81,000

81,000

1/1/01

6.95 (b)(c)

140,000

140,000

Pacific Life Insurance Co.

12/8/00

6.76 (b)(c)

55,000

55,000

RACERS Series 00 10MM,

12/22/00

6.64 (a)(b)

185,000

185,000

Strategic Money Market Trust Series 2000 A,

12/13/00

6.64 (b)(c)

305,000

305,000

Strategic Money Market Trust Series 2000 B,

12/13/00

6.66 (a)(b)

130,000

130,000

Strategic Money Market Trust Series 2000 E,

12/14/00

6.64 (a)(b)

125,000

125,000

Short-Term Notes - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Transamerica Occidental Life Insurance Co.

2/1/01

6.93% (b)(c)

$ 200,000

$ 200,000

Travelers Insurance Co.

1/29/01

6.87 (b)(c)

95,000

95,000

TOTAL SHORT-TERM NOTES

1,714,000

Repurchase Agreements - 3.9%

Maturity Amount (000s)

In a joint trading account (U.S. Government Obligations) dated 11/30/00 due 12/1/00 At 6.55%

$ 724

724

With:

Chase Securities, Inc. At 6.66%, dated 11/30/00 due 12/1/00 (Commercial Paper Obligations) (principal amount $614,715,128) 0% - 7.4%, 12/1/00 - 1/31/01

600,111

600,000

Deutsche Bank Securities, Inc. At 6.64%, dated 11/30/00 due 12/1/00 (Commerical Paper Obligations) (principal amount $77,802,448) 0% - 6.86%, 12/5/00 - 2/15/01

76,014

76,000

Goldman Sachs & Co. At 6.63%, dated 11/30/00 due 12/1/00 (Commercial Paper Obligations) (principal amount $163,717,000) 0% - 6.9%, 12/1/00 - 12/27/00

160,029

160,000

J.P. Morgan Securities At 6.62%, dated 11/30/00 due 12/1/00 (Corporate Obligations) (principal amount $206,558,431) 7.125% - 7.5%, 3/15/05 - 12/1/46

200,037

200,000

Merrill Lynch Pierce Fenner & Smith At 6.64%, dated 11/30/00 due 12/1/00 (Commercial Paper Obligations) (principal amount $430,897,000) 0%, 12/1/00 - 12/20/00

410,076

410,000

Morgan Stanley & Co. At 6.62%, dated 11/30/00 due 12/1/00 (Commercial Paper Obligations):

(principal amount $102,624,727) 0% - 6.9%,
12/1/00 - 3/28/01

100,018

100,000

(principal amount $179,593,273) 0% - 6.9%,
12/1/00 - 3/28/01

175,032

175,000

TOTAL REPURCHASE AGREEMENTS

1,721,724

TOTAL INVESTMENT PORTFOLIO - 104.0%

46,002,825

NET OTHER ASSETS - (4.0)%

(1,788,386)

NET ASSETS - 100%

$ 44,214,439

Total Cost for Income Tax Purposes $ 46,002,825

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 $440,000,000 or 1.0% 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.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost
(000s)

Goldman Sachs Group, Inc.: 6.63%, 12/28/00

10/25/00

$ 255,000

6.72%, 2/15/01

10/19/00

$ 205,000

Jackson National Life Insurance Co.: 6.97%, 1/1/01

7/6/99

$ 130,000

Monumental Life Insurance Co.: 6.76%, 12/1/00

7/31/98 - 9/17/98

$ 78,000

6.79%, 12/1/00

3/12/99

$ 65,000

6.96%, 2/1/01

2/1/00

$ 50,000

New York Life Insurance Co.: 6.81%, 12/1/00

8/28/00

$ 75,000

6.94%, 12/22/00

12/20/99

$ 81,000

6.95%, 1/1/01

7/13/00

$ 140,000

Security

Acquisition Date

Cost
(000s)

Pacific Life Insurance Co. 6.76%, 12/8/00

9/8/00

$ 55,000

Strategic Money Market Trust Series 2000 A, 6.64%, 12/13/00

9/7/00

$ 305,000

Transamerica Occidental Life Insurance Co. 6.93%, 2/1/01

4/28/00

$ 200,000

Travelers Insurance Co. 6.87%, 1/29/01

4/28/00

$ 95,000

Income Tax Information

At November 30, 2000, the fund had a capital loss carryforward of approximately $1,582,000 of which $1,422,000 and $160,000 will expire on November 30, 2002 and 2004, respectively.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

November 30, 2000

Assets

Investment in securities, at value (including
repurchase agreements of $1,721,724) -
See accompanying schedule

$ 46,002,825

Receivable for fund shares sold

403,833

Interest receivable

287,101

Other receivables

27

Prepaid expenses

123

Total assets

46,693,909

Liabilities

Payable for investments purchased

$ 2,124,840

Payable for fund shares redeemed

334,098

Distributions payable

1,383

Accrued management fee

9,288

Other payables and accrued expenses

9,861

Total liabilities

2,479,470

Net Assets

$ 44,214,439

Net Assets consist of:

Paid in capital

$ 44,216,021

Accumulated net realized gain (loss) on investments

(1,582)

Net Assets, for 44,214,792 shares outstanding

$ 44,214,439

Net Asset Value, offering price and redemption price
per share ($44,214,439 ÷ 44,214,792 shares)

$1.00

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended November 30, 2000

Investment Income

Interest

$ 2,657,975

Expenses

Management fee

$ 99,814

Transfer agent fees

83,913

Accounting fees and expenses

1,234

Non-interested trustees' compensation

149

Custodian fees and expenses

663

Registration fees

2,452

Audit

170

Legal

143

Interest

18

Reports to shareholders

1,252

Miscellaneous

1,557

Total expenses before reductions

191,365

Expense reductions

(998)

190,367

Net investment income

2,467,608

Net Realized Gain (Loss) on Investments

317

Net increase in net assets resulting from operations

$ 2,467,925

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Year ended November 30,
2000

Year ended November 30,
1999

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 2,467,608

$ 1,687,220

Net realized gain (loss)

317

221

Net increase (decrease) in net assets resulting
from operations

2,467,925

1,687,441

Distributions to shareholders from net investment income

(2,467,608)

(1,687,220)

Share transactions at net asset value of $1.00 per share
Proceeds from sales of shares

123,926,208

89,997,182

Reinvestment of distributions from net investment income

2,418,266

1,646,256

Cost of shares redeemed

(120,111,109)

(84,362,953)

Net increase (decrease) in net assets and shares resulting from share transactions

6,233,365

7,280,485

Total increase (decrease) in net assets

6,233,682

7,280,706

Net Assets

Beginning of period

37,980,757

30,700,051

End of period

$ 44,214,439

$ 37,980,757

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended November 30,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning
of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations
Net investment income

.060

.048

.052

.052

.051

Less Distributions

From net investment income

(.060)

(.048)

(.052)

(.052)

(.051)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return A

6.13%

4.94%

5.34%

5.30%

5.18%

Ratios and Supplemental Data

Net assets, end of
period (in millions)

$ 44,214

$ 37,981

$ 30,700

$ 23,498

$ 21,241

Ratio of expenses to average
net assets

.46%

.44%

.47%

.49%

.51%

Ratio of expenses to average net assets after expense reductions

.46%

.44%

.47%

.48% B

.51%

Ratio of net investment income to average net assets

5.97%

4.85%

5.20%

5.22%

5.06%

A The total returns would have been lower had certain expenses not been reduced during the periods shown.

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended November 30, 2000

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."

Investment 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 investment 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 SEC), 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, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Repurchase Agreements - continued

the fund, or to the Joint Trading Account, at a custodian bank. 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.

Reverse Repurchase Agreements. At all times that a reverse repurchase agreement is outstanding, the fund identifies cash and liquid securities as segregated in its custodian records with a value at least equal to its obligation under the agreement. The average daily balance during the period for which the reverse repurchase agreement was outstanding amounted to $135,000,000. The weighted average interest rate was 4.75%.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the fund to borrow from, or lend money to, other participating funds.

When-Issued Securities. The fund may purchase or sell securities on a when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities is fixed at the time the transaction is negotiated. The fund may receive compensation for interest forgone in the purchase of a when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities, if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

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 $1,734,000,000 or 3.9% 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 an income-based fee. The group fee rate is

Annual Report

Notes to Financial Statements - continued

3. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 .0920% 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% of average net assets. For the period, the total management fee was equivalent to an annual rate of .24%. The income-based portion of this fee was equal to $35,453,000, or an annual rate of .09% of the fund's average net assets.

On January 1, 2001, a new management fee contract ("new contract") will take effect. Under the new contract the management fee rate will be the group fee rate plus a total income based component, which is calculated according to a graduated schedule providing for different rates based on the fund's gross annualized yield. The minimum income based component will be .05% of average net assets (at a fund annualized gross yield of 0%), and the maximum income based component will be .27% of average net assets (at a fund annualized gross yield of 15% or more). The individual fund fee rate will be eliminated. FMR has voluntarily agreed to limit the fund's management fee to the lesser of the amount that would be paid under the present management fee contract or the new management fee contract for a period of six months beginning on January 1, 2001.

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 .20% 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.

Money Market Insurance. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other money market funds advised by FMR or its affiliates, has entered into insurance

Annual Report

Notes to Financial Statements - continued

3. Fees and Other Transactions with Affiliates - continued

Money Market Insurance - continued

agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. During the period, the fund paid premiums of $1,471,000 for the calendar year 2000 to FIDFUNDS, which are being amortized over one year.

4. Interfund Lending Program.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $22,316,000. The weighted average interest rate was 6.18%. Interest earned from the interfund lending program amounted to $38,000 and is included in interest income on the Statement of Operations. At period end there were no interfund loans outstanding.

5. Expense Reductions.

Through arrangements with the fund's custodian and transfer agent, 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 custodian and transfer agent fees were reduced by $7,000 and $991,000, respectively, under these arrangements.

Annual Report

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, 2000, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Cash 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 auditing standards generally accepted in the United States of America 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, 2000 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
January 4, 2001

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on December 13, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

22,050,245,540.50

97.294

Withheld

613,158,604.54

2.706

TOTAL

22,663,404,145.04

100.000

Ralph F. Cox

Affirmative

22,019,199,230.85

97.158

Withheld

644,204,914.19

2.842

TOTAL

22,663,404,145.04

100.000

Phyllis Burke Davis

Affirmative

22,017,641,458.07

97.151

Withheld

645,762,686.97

2.849

TOTAL

22,663,404,145.04

100.000

Robert M. Gates

Affirmative

22,029,803,519.05

97.204

Withheld

633,600,625.99

2.796

TOTAL

22,663,404,145.04

100.000

Edward C. Johnson 3d

Affirmative

22,025,720,193.89

97.186

Withheld

637,683,951.15

2.814

TOTAL

22,663,404,145.04

100.000

Donald J. Kirk

Affirmative

22,032,113,451.26

97.214

Withheld

631,290,693.78

2.786

TOTAL

22,663,404,145.04

100.000

# of
Votes Cast

% of
Votes Cast

Marie L. Knowles

Affirmative

22,041,221,081.90

97.255

Withheld

622,183,063.14

2.745

TOTAL

22,663,404,145.04

100.000

Ned C. Lautenbach

Affirmative

22,048,773,951.37

97.288

Withheld

614,630,193.67

2.712

TOTAL

22,663,404,145.04

100.000

Peter S. Lynch

Affirmative

22,058,489,705.67

97.331

Withheld

604,914,439.37

2.669

TOTAL

22,663,404,145.04

100.000

William O. McCoy

Affirmative

22,039,524,431.99

97.247

Withheld

623,879,713.05

2.753

TOTAL

22,663,404,145.04

100.000

Marvin L. Mann

Affirmative

22,036,515,624.63

97.234

Withheld

626,888,520.41

2.766

TOTAL

22,663,404,145.04

100.000

Robert C. Pozen

Affirmative

22,047,476,160.44

97.282

Withheld

615,927,984.60

2.718

TOTAL

22,663,404,145.04

100.000

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent accountants of the fund.

# of
Votes Cast

% of
Votes Cast

Affirmative

20,927,963,809.77

95.489

Against

351,956,896.50

1.606

Abstain

636,786,384.09

2.905

TOTAL

21,916,707,090.36

100.000

PROPOSAL 3

To continue the effectiveness of Article VII, Section 7.04 of the Trust Instrument.*

# of
Votes Cast

% of
Votes Cast

Affirmative

20,850,209,731.63

91.999

Against

704,834,784.31

3.110

Abstain

1,108,359,629.10

4.891

TOTAL

22,663,404,145.04

100.000

PROPOSAL 4

To adopt an Amended and Restated Trust Instrument.*

# of
Votes Cast

% of
Votes Cast

Affirmative

20,280,127,006.44

89.484

Against

1,235,514,939.40

5.452

Abstain

1,147,762,199.20

5.064

TOTAL

22,663,404,145.04

100.000

PROPOSAL 5

To approve an amended management contract for the fund.

# of
Votes Cast

% of
Votes Cast

Affirmative

18,460,208,240.21

84.229

Against

2,370,924,130.07

10.818

Abstain

1,085,574,720.08

4.953

TOTAL

21,916,707,090.36

100.000

PROPOSAL 6

To amend the fund's fundamental investment limitation concerning diversification.

# of
Votes Cast

% of
Votes Cast

Affirmative

19,296,871,783.68

88.046

Against

1,570,653,224.28

7.167

Against

1,049,182,082.40

4.787

TOTAL

21,916,707,090.36

100.000

PROPOSAL 7

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes Cast

% of
Votes Cast

Affirmative

19,266,845,857.34

87.909

Against

1,519,384,726.42

6.933

Abstain

1,130,476,506.60

5.158

TOTAL

21,916,707,090.36

100.000

*Denotes trust-wide proposals and voting results.

Annual Report

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 Automated Service Telephone 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)

Fidelity Automated
Service Telephone (FAST
®)
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+®

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 1-800-544-0240 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.

Annual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Annual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

999 Walt Whitman Road
Melville, L.I., NY

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

511 Pine Street
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

To Write Fidelity

If more than one address is listed, please locate the address that is closest to you. We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

Selling shares

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6R

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research
Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments
Money Management, Inc.

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Dwight D. Churchill, Vice President

Boyce I. Greer, Vice President

John J. Todd, Vice President

Eric D. Roiter, Secretary

Robert A Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

Stanley N. Griffith, Assistant Vice President

John H. Costello, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

Donald J. Kirk *

Ned C. Lautenbach *

Peter S. Lynch

William O. McCoy *

Marvin L. Mann *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

Advisory Board

J. Michael Cook

Abigail P. Johnson

Marie L. Knowles

William S. Stavropoulos

* Independent trustees

General Distributor

Fidelity Distributors Corporation

Boston, MA

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® 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

and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

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)

Fidelity Automated Service
Telephone (FAST®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

CAS-ANN-0101 122235
1.539092.103

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com


Fidelity
®

U.S. Government Reserves

Annual Report

November 30, 2000

(2_fidelity_logos)(registered trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

A complete list of the fund's investments.

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Proxy Voting Results

<Click Here>

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other 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.

(Recycle graphic)   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 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Annual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

For the first time since 1990, the taxable bond market, as measured by the Lehman Brothers Aggregate Bond Index, appeared nearly certain to outperform the U.S. stock market, as measured by the S&P 500®. The former was up nearly 10% year to date through November, while the S&P 500 was down by approximately the same amount. Disappointing corporate earnings and uncertainty concerning a president-elect toppled the stock market late in the period.

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 1-800-544-6666, 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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

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 10 year total return would have been lower.

Cumulative Total Returns

Periods ended November 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity US Government Reserves

6.00%

29.50%

59.43%

Government Retail Money Market
Funds Average

5.59%

27.28%

55.82%

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 retail money market funds average, which reflects the performance of taxable money market funds with similar objectives tracked by iMoneyNet, Inc. The past one year average represents a peer group of 211 money market funds.

Average Annual Total Returns

Periods ended November 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity US Government Reserves

6.00%

5.31%

4.78%

Government Retail Money Market
Funds Average

5.59%

4.94%

4.53%

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.

Annual Report

Performance - continued

Yields

11/28/00

8/29/00

5/30/00

2/29/00

11/30/99

Fidelity U.S. Government Reserves

6.20%

6.21%

5.90%

5.44%

5.23%

Government Retail Money Market Funds Average

5.85%

5.79%

5.53%

5.07%

4.80%

11/29/00

8/30/00

5/31/00

3/1/00

12/1/99

MMDA

2.14%

2.12%

2.10%

2.09%

2.07%



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 table above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the government retail money market funds average and the bank money market deposit account (MMDA) average. Figures for the government retail money market funds average are from iMoneyNet, Inc. The MMDA average is supplied by BANK RATE MONITOR(TM).

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.

3

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Annual Report

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Robert Litterst, Portfolio Manager of Fidelity U.S. Government Reserves

Q. Bob, what was the investment environment like during the 12 months that ended November 30, 2000?

A. During the first half of the period, the Federal Reserve Board embarked on a protracted program of raising short-term interest rates in an attempt to dampen growth and head off inflation. All told, from mid-1999 through May 2000, the Fed raised the rate banks charge each other for overnight loans by 1.75 percentage points. Following the last rate hike, sentiment in the market reflected the belief that the Fed would continue raising rates at least through the end of 2000. However, market expectations shifted as economic indicators showed that the Fed's rate hikes were beginning to take effect, and the torrid pace of economic growth that prevailed during the past year was moderating. In addition to the Fed's rate increases, rising energy prices and a struggling stock market had a dampening effect on the economy. The slowdown did not develop into something worse primarily because consumer spending - which represents about two-thirds of gross domestic product - remained solid. Consumer activity was underpinned by a strong job market, solid income gains and high levels of consumer confidence. Despite higher energy prices, inflation remained under control, helped by intense competition, surging productivity growth and a strong dollar. As market participants realized that the Fed would not have to raise rates as much as previously expected, market rates began to fall. By the end of the period, market rates looking out to 2001 priced in the likelihood that the next Fed move would be a rate cut, due to an abrupt shift in financial market conditions, energy prices and consumer confidence.

Q. Were there any developments of note within the government money market sector?

A. Yes, there were. Government agencies such as the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Bank (Freddie Mac) - which enjoy the implicit backing of the federal government - came under the scrutiny of Congress. Specifically, some in Congress raised concerns that the agencies were involved in activities that fell outside their mission and were too risky, and that they had grown too far too fast during the past few years. These concerns hurt agency debt in longer maturities, but short-term agency debt was unaffected. In October, the heads of the agencies reassured members of Congress that they would increase capital, liquidity and disclosure, and would work more closely with Congressional leaders to strengthen regulatory oversight. This announcement significantly reduced the political risk associated with the agencies. Still, I will continue to closely monitor this situation going forward.

Q. What was your strategy with the fund?

A. During the first half of the period, I kept the fund's average maturity consistently longer than that of its peers, in spite of rising rates. I did so to take advantage of buying opportunities in longer-term securities that factored in expectations of future Fed rate hikes. In the second half, the fund's average maturity fluctuated from the mid-40 day range to the low 70-day range, depending on where I could find value. As it became more clear that the Fed would hold short-term rates steady for the time being, I tried to keep the fund's average maturity within about 10 to 15 days of its peer group, buying securities in the one- to six-month range that offered particular value at specific points in time. Near the end of November, however, I started purchasing some longer-term paper to lock in higher yields in anticipation of declining rates. In addition, I reduced the fund's variable-rate holdings and increased its stake in repurchase agreements, because the former group became expensive and the latter group tends to become cheap and offer attractive yields late in each calendar year.

Annual Report

Fund Talk: The Manager's Overview - continued

Q. How did the fund perform?

A. The fund's seven-day yield on November 30, 2000, was 6.21%, compared to 5.23% 12 months ago. For the 12 months that ended November 30, 2000, the fund had a total return of 6.00%, compared to 5.59% for the government retail money market funds average, according to iMoneyNet, Inc.

Q. What's your outlook, Bob?

A. The Fed appears to have achieved its goal of a soft landing, where economic growth slows to a sustainable, non-inflationary pace, but not so much that the economy enters a recession. In this environment, the Fed may maintain a stable monetary policy. However, if growth slows sharply or if fragile financial conditions in certain parts of the world deteriorate into crises, the Fed does have the flexibility to lower rates to restore confidence and liquidity. I plan to continue to pursue opportunities that offer favorable risk and reward trade-offs for shareholders. Also, I expect to maintain an average maturity moderately longer than the fund's peers.

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 and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Fund Facts

Goal: seeks as high a level of current income as is consistent with the security of principal and liquidity

Fund number: 050

Trading symbol: FGRXX

Start date: November 3, 1981

Size: as of November 30, 2000, more than $1.4 billion

Manager: Robert Litterst, since 1997; manager, several Fidelity and Spartan taxable money market funds; joined Fidelity in 1991

3

Annual Report

Investment Changes

Maturity Diversification

Days

% of fund's investments 11/30/00

% of fund's investments 5/31/00

% of fund's
investments
11/30/99

0 - 30

53.6

52.0

50.3

31 - 90

14.8

30.1

23.5

91 - 180

25.1

9.0

14.2

181 - 397

6.5

8.9

12.0

Weighted Average Maturity

11/30/00

5/31/00

11/30/99

Fidelity U.S. Government Reserves

65 Days

57 Days

60 Days

Government Retail Money
Market Funds Average
*

43 Days

47 Days

54 Days

Asset Allocation (% of fund's net assets)

As of November 30, 2000

As of May 31, 2000

Federal Agency
Issues 61.9%

Federal Agency
Issues 76.7%

U.S. Treasury
Obligations 0.2%

U.S. Treasury
Obligations 0.0%

Repurchase
Agreements and
Net Other Assets 37.9%

Repurchase
Agreements and
Net Other Assets 23.3%



Annual Report

Investments November 30, 2000

Showing Percentage of Net Assets

Federal Agencies - 61.9%

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - 35.2%

Agency Coupons - 13.0%

12/1/00

6.48% (a)

$ 15,000

$ 14,993

12/1/00

6.49 (a)

34,000

33,985

12/1/00

6.53 (a)

25,000

24,995

12/4/00

6.54 (a)

45,000

44,982

3/1/01

6.55

11,000

11,000

3/20/01

6.49

15,000

14,999

11/14/01

6.55

15,000

14,999

11/16/01

6.54

17,000

16,995

11/21/01

6.39

17,000

16,993

193,941

Discount Notes - 22.2%

12/1/00

6.56

11,000

11,000

2/1/01

6.64

20,000

19,779

2/1/01

6.67

15,000

14,833

2/22/01

6.63

20,000

19,704

3/15/01

6.50

15,000

14,724

3/28/01

6.50

85,000

83,245

5/10/01

6.53

52,000

50,539

5/10/01

7.20

22,000

21,343

5/17/01

6.49

25,149

24,415

5/24/01

6.50

65,000

63,024

10/5/01

6.48

10,385

9,841

332,447

526,388

Federal Home Loan Bank - 12.3%

Agency Coupons - 9.0%

12/1/00

6.03

11,000

11,000

12/5/00

6.84 (a)

30,000

29,998

1/12/01

6.58 (a)

27,000

26,984

1/19/01

6.55 (a)

44,000

43,974

2/7/01

6.48

22,860

22,851

134,807

Discount Notes - 3.3%

3/2/01

6.58

50,000

49,195

184,002

Federal Agencies - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount (000s)

Value (Note 1) (000s)

Freddie Mac - 13.6%

Agency Coupons - 6.6%

12/1/00

6.47% (a)

$ 15,000

$ 14,988

12/5/00

6.77 (a)

28,000

27,987

1/10/01

6.59 (a)

25,000

24,997

1/16/01

6.43

18,000

17,860

1/16/01

6.63

7,000

6,942

1/16/01

6.77

2,400

2,379

7/24/01

6.83

3,600

3,599

98,752

Discount Notes - 7.0%

2/7/01

6.50

15,000

14,827

3/1/01

6.60

40,000

39,361

5/24/01

7.22

15,000

14,512

10/11/01

6.47

20,000

18,934

11/8/01

6.50

17,000

16,015

103,649

202,401

Project America Ship I, Inc. - 0.8%

Agency Coupons - 0.8%

1/31/01

6.71 (a)

12,500

12,500

TOTAL FEDERAL AGENCIES

925,291

U.S. Treasury Obligations - 0.2%

U.S. Treasury Notes - Principal Strips - 0.2%

9/30/01

6.53

3,240

3,072

Repurchase Agreements - 40.9%

Maturity Amount (000s)

In a joint trading account (U.S. Government
Obligations) dated:

11/6/00 due 1/8/01 At 6.57%

$ 15,172

15,000

Repurchase Agreements - continued

Maturity Amount (000s)

Value (Note 1) (000s)

In a joint trading account (U.S. Government
Obligations) dated: - continued

11/16/00 due:

1/3/01 At 6.56%

$ 25,219

$ 25,000

1/8/01 At 6.57%

40,387

40,000

11/30/00 due 12/1/00 At 6.55%

530,843

530,746

TOTAL REPURCHASE AGREEMENTS

610,746

TOTAL INVESTMENT PORTFOLIO - 103.0%

1,539,109

NET OTHER ASSETS - (3.0)%

(44,607)

NET ASSETS - 100%

$ 1,494,502

Total Cost for Income Tax Purposes $ 1,539,109

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

A total of 26.03% 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. The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns (unaudited).

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

November 30, 2000

Assets

Investment in securities, at value (including repurchase agreements of $610,746) -
See accompanying schedule

$ 1,539,109

Receivable for fund shares sold

5,933

Interest receivable

3,719

Prepaid expenses

1

Total assets

1,548,762

Liabilities

Payable for investments purchased

$ 44,982

Payable for fund shares redeemed

8,485

Distributions payable

213

Accrued management fee

311

Other payables and accrued expenses

269

Total liabilities

54,260

Net Assets

$ 1,494,502

Net Assets consist of:

Paid in capital

$ 1,494,502

Net Assets, for 1,494,730 shares outstanding

$ 1,494,502

Net Asset Value, offering price and redemption price
per share ($1,494,502 ÷ 1,494,730 shares)

$1.00

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended November 30, 2000

Investment Income

Interest

$ 93,734

Expenses

Management fee

$ 3,472

Transfer agent fees

2,625

Accounting fees and expenses

152

Non-interested trustees' compensation

6

Custodian fees and expenses

18

Registration fees

64

Audit

30

Legal

6

Reports to shareholders

38

Miscellaneous

12

Total expenses before reductions

6,423

Expense reductions

(114)

6,309

Net investment income

87,425

Net Realized Gain (Loss) on Investments

135

Net increase in net assets resulting from operations

$ 87,560

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Year ended November 30,
2000

Year ended November 30,
1999

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 87,425

$ 71,603

Net realized gain (loss)

135

13

Net increase (decrease) in net assets resulting
from operations

87,560

71,616

Distributions to shareholders from net investment income

(87,425)

(71,603)

Share transactions at net asset value of $1.00 per share
Proceeds from sales of shares

1,528,047

1,804,876

Reinvestment of distributions from net investment income

84,399

68,873

Cost of shares redeemed

(1,660,258)

(1,758,851)

Net increase (decrease) in net assets and shares resulting from share transactions

(47,812)

114,898

Total increase (decrease) in net assets

(47,677)

114,911

Net Assets

Beginning of period

1,542,179

1,427,268

End of period

$ 1,494,502

$ 1,542,179

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended November 30,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning
of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations
Net investment income

.058

.048

.052

.051

.050

Less Distributions

From net investment income

(.058)

(.048)

(.052)

(.051)

(.050)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return A

6.00%

4.86%

5.29%

5.26%

5.12%

Ratios and Supplemental Data

Net assets, end of period
(in millions)

$ 1,495

$ 1,542

$ 1,427

$ 1,290

$ 1,243

Ratio of expenses to average
net assets

.43%

.41%

.45%

.48%

.51%

Ratio of expenses to average net assets after expense reductions

.42% B

.40% B

.44% B

.48%

.50% B

Ratio of net investment income to average net assets

5.85%

4.77%

5.16%

5.13%

5.02%

A The total returns would have been lower had certain expenses not been reduced during the periods shown.

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended November 30, 2000

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."

Investment 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 investment 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 SEC), 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, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. 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.

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

When-Issued Securities. The fund may purchase or sell securities on a when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities is fixed at the time the transaction is negotiated. The fund may receive compensation for interest forgone in the purchase of a when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes

in the value of the underlying securities, if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

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:

Summary of Joint Trading

Dated November 6, 2000, due January 8, 2001

At 6.57%

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

$252,874,375

Aggregate market value of transferred assets

$257,872,187

Coupon rates of transferred assets

0.00% to 9.50%

Maturity dates of transferred assets

11/01/05 to 11/01/30

Dated November 16, 2000, due January 3, 2001

At 6.56%

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

$252,186,667

Aggregate market value of transferred assets

$255,655,216

Coupon rates of transferred assets

0.00% to 7.25%

Maturity dates of transferred assets

12/01/00 to 6/22/09

Annual Report

Notes to Financial Statements - continued

3. Joint Trading Account - continued

Summary of Joint Trading - continued

Dated November 16, 2000, due January 8, 2001

At 6.57%

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

$252,418,125

Aggregate market value of transferred assets

$273,959,707

Coupon rates of transferred assets

0.0% to 14.50%

Maturity dates of transferred assets

07/01/01 to 6/01/33

Dated November 30, 2000, due December 1, 2000

At 6.55%

Number of dealers or banks

18

Maximum amount with one dealer or bank

13.3%

Aggregate principal amount of agreements

$15,021,000,000

Aggregate maturity amount of agreements

$15,023,734,782

Aggregate market value of transferred assets

$15,377,822,738

Coupon rates of transferred assets

0.00% to 14.5%

Maturity dates of transferred assets

12/01/00 to 10/01/40

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 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 .0920% 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% of average net assets. For the period, the total management fee was equivalent to an annual rate of .23%. The income-based portion of this fee was equal to $1,143,000, or an annual rate of .08% of the fund's average net assets.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

On January 1, 2001, a new management fee contract ("new contract") will take effect. Under the new contract the management fee rate will be the group fee rate plus a total income based component, which is calculated according to a graduated schedule providing for different rates based on the fund's gross annualized yield. The minimum income based component will be .05% of average net assets (at a fund annualized gross yield of 0%), and the maximum income based component will be .27% of average net assets (at a fund annualized gross yield of 15% or more). The individual fund fee rate will be eliminated. FMR has voluntarily agreed to limit the fund's management fee to the lesser of the amount that would be paid under the present management fee contract or the new management fee contract for a period of six months beginning on January 1, 2001.

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 .18% 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.

Money Market Insurance. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. During the period, the fund paid premiums of $9,000 for the calendar year 2000 to FIDFUNDS, which are being amortized over one year.

5. Expense Reductions.

Through arrangements with the fund's custodian and transfer agent, 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 custodian and transfer agent fees were reduced by $1,000 and $113,000, respectively, under these arrangements.

Annual Report

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, 2000, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. 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 auditing standards generally accepted in the United States of America 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, 2000 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
January 4, 2001

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on December 13, 2000. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

22,050,245,540.50

97.294

Withheld

613,158,604.54

2.706

TOTAL

22,663,404,145.04

100.000

Ralph F. Cox

Affirmative

22,019,199,230.85

97.158

Withheld

644,204,914.19

2.842

TOTAL

22,663,404,145.04

100.000

Phyllis Burke Davis

Affirmative

22,017,641,458.07

97.151

Withheld

645,762,686.97

2.849

TOTAL

22,663,404,145.04

100.000

Robert M. Gates

Affirmative

22,029,803,519.05

97.204

Withheld

633,600,625.99

2.796

TOTAL

22,663,404,145.04

100.000

Edward C. Johnson 3d

Affirmative

22,025,720,193.89

97.186

Withheld

637,683,951.15

2.814

TOTAL

22,663,404,145.04

100.000

Donald J. Kirk

Affirmative

22,032,113,451.26

97.214

Withheld

631,290,693.78

2.786

TOTAL

22,663,404,145.04

100.000

# of
Votes Cast

% of
Votes Cast

Marie L. Knowles

Affirmative

22,041,221,081.90

97.255

Withheld

622,183,063.14

2.745

TOTAL

22,663,404,145.04

100.000

Ned C. Lautenbach

Affirmative

22,048,773,951.37

97.288

Withheld

614,630,193.67

2.712

TOTAL

22,663,404,145.04

100.000

Peter S. Lynch

Affirmative

22,058,489,705.67

97.331

Withheld

604,914,439.37

2.669

TOTAL

22,663,404,145.04

100.000

William O. McCoy

Affirmative

22,039,524,431.99

97.247

Withheld

623,879,713.05

2.753

TOTAL

22,663,404,145.04

100.000

Marvin L. Mann

Affirmative

22,036,515,624.63

97.234

Withheld

626,888,520.41

2.766

TOTAL

22,663,404,145.04

100.000

Robert C. Pozen

Affirmative

22,047,476,160.44

97.282

Withheld

615,927,984.60

2.718

TOTAL

22,663,404,145.04

100.000

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent accountants of the fund.

# of
Votes Cast

% of
Votes Cast

Affirmative

705,815,712.92

94.525

Against

11,738,309.51

1.572

Abstain

29,143,032.25

3.903

TOTAL

746,697,054.68

100.000

PROPOSAL 3

To continue the effectiveness of Article VII, Section 7.04 of the Trust Instrument.*

# of
Votes Cast

% of
Votes Cast

Affirmative

20,850,209,731.63

91.999

Against

704,834,784.31

3.110

Abstain

1,108,359,629.10

4.891

TOTAL

22,663,404,145.04

100.000

PROPOSAL 4

To adopt an Amended and Restated Trust Instrument.*

# of
Votes Cast

% of
Votes Cast

Affirmative

20,280,127,006.44

89.484

Against

1,235,514,939.40

5.452

Abstain

1,147,762,199.20

5.064

TOTAL

22,663,404,145.04

100.000

PROPOSAL 5

To approve an amended management contract for the fund.

# of
Votes Cast

% of
Votes Cast

Affirmative

599,749,778.62

80.320

Against

100,989,400.23

13.525

Abstain

45,957,875.83

6.155

TOTAL

746,697,054.68

100.000

PROPOSAL 6

To eliminate a fundamental investment policy of the fund.

# of
Votes Cast

% of
Votes Cast

Affirmative

581,865,021.18

77.925

Against

118,921,400.08

15.927

Abstain

45,910,633.42

6.148

TOTAL

746,697,054.68

100.000

PROPOSAL 7

To amend the fund's fundamental investment limitation concerning diversification.

# of
Votes Cast

% of
Votes Cast

Affirmative

594,072,658.84

79.560

Against

109,110,324.33

14.612

Abstain

43,514,071.51

5.828

TOTAL

746,697,054.68

100.000

PROPOSAL 8

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes Cast

% of
Votes Cast

Affirmative

597,493,309.30

80.018

Against

101,352,989.83

13.574

Abstain

47,850,755.55

6.408

TOTAL

746,697,054.68

100.000

*Denotes trust-wide proposals and voting results.

Annual Report

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 Automated Service Telephone 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)

Fidelity Automated
Service Telephone (FAST
®)
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+
®

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 1-800-544-0240 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.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments
Money Management, Inc.

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Dwight D. Churchill, Vice President

Boyce I. Greer, Vice President

Robert A. Litterst, Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

Stanley N. Griffith, Assistant Vice President

John H. Costello, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

Donald J. Kirk *

Ned C. Lautenbach *

Peter S. Lynch

William O. McCoy *

Marvin L. Mann *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

Advisory Board

J. Michael Cook

Abigail P. Johnson

Marie L. Knowles

William S. Stavropoulos

General Distributor

Fidelity Distributors Corporation
Boston, MA

* Independent trustees

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.
Boston, MA

Custodian

Bank of New York
New York, NY

Fidelity's Taxable
Money Market Funds

Fidelity Cash Reserves

Fidelity Daily Income Trust

Fidelity U.S. Government Reserves

Spartan® 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
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

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)

Fidelity Automated Service
Telephone (FAST®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

FUS-ANN-0101 122353
1.539126.103

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com



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