UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2890

Fidelity Phillips Street Trust
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Eric D. Roiter, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:	November 30

Date of reporting period:	November 30, 2003

Item 1. Reports to Stockholders

Fidelity®

Cash Reserves

Annual Report

November 30, 2003

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Investment Changes/ Performance	<Click Here>	A summary of major shifts in the fund's investments over the past six months, one year and performance information.
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.
Auditors' Opinion	<Click Here>
Trustees and Officers	<Click Here>

For a free copy of the fund's proxy voting guidelines visit www.fidelity.com/goto/proxyguidelines, call 1-800-544-8544, or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

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.

An investment in a money market fund is not insured or guaranteed by the FDIC or any other government agency. Although money market funds seek to preserve the value of your investment at $1 per share, it is possible to lose money by investing in the fund.

Annual Report

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

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Investment Changes/Performance

Maturity Diversification
Days	% of fund's investments 11/30/03	% of fund's investments 5/31/03	% of fund's investments 11/30/02
0 - 30	47.5	48.5	45.8
31 - 90	23.3	29.7	36.9
91 - 180	11.5	12.3	14.4
181 - 397	17.7	9.5	2.9
Weighted Average Maturity
	11/30/03	5/31/03	11/30/02
Cash Reserves	81 Days	68 Days	57 Days
All Taxable Money Market Funds Average *	58 Days	52 Days	54 Days

Asset Allocation (% of fund's net assets)
As of November 30, 2003		As of May 31, 2003
	Commercial Paper 14.2%		Commercial Paper 19.6%
	Bank CDs, BAs, TDs, and Notes 37.3%		Bank CDs, BAs, TDs, and Notes 48.9%
	Government Securities 31.5%		Government Securities 18.1%
	Other Investments 17.1%		Other Investments 15.3%
	Net Other Assets** (0.1)%		Net Other Assets** (1.9)%

*Source: iMoneyNet, Inc.

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

Current and Historical Seven-Day Yields

	12/2/03	9/2/03	6/3/03	2/25/03	12/3/02
Cash Reserves	0.77%	0.79%	0.96%	1.04%	1.24%

Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, as they are here, though they are expressed as annual percentage rates. Past performance is no guarantee of future results. Yield will vary and it is possible to lose money by investing in the fund.

Annual Report

Investments November 30, 2003

Showing Percentage of Net Assets

Corporate Bonds - 0.0%

Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
Conoco, Inc.
4/15/04	1.28%	17,000		$ 17,286
Certificates of Deposit - 21.5%

London Branch, Eurodollar, Foreign Banks - 13.5%
ABN-AMRO Bank NV
2/12/04	1.12	215,000		215,000
Barclays Bank PLC
3/8/04	1.16	585,000		585,000
5/12/04	1.20	115,000		115,000
Bradford & Bingley PLC
2/3/04	1.12	90,000		89,999
Citibank NA
2/12/04	1.11	75,000		75,000
2/17/04	1.12	50,000		50,000
Credit Agricole Indosuez
5/12/04	1.21	270,000		270,000
8/5/04	1.39	265,000		265,000
8/5/04	1.40	265,000		265,000
Credit Lyonnais SA
2/26/04	1.16	215,000		214,990
3/9/04	1.16	165,000		165,002
Dresdner Bank AG
12/19/03	1.09	550,000		550,000
HBOS Treasury Services PLC
1/20/04	1.12	242,000		242,000
1/29/04	1.11	55,000		55,001
2/23/04	1.15	215,000		215,000
2/27/04	1.13	576,000		576,000
3/1/04	1.15	394,000		394,000
3/3/04	1.15	700,000		700,000
ING Bank NV
12/23/03	1.05	175,000		175,000
Landesbank Hessen-Thuringen
5/12/04	1.21	510,000		510,000
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
Nationwide Building Society
3/5/04	1.16%	$ 250,000		$ 250,003
Norddeutsche Landesbank Girozentrale
3/5/04	1.16	215,000		215,003
Nordea Bank Finland PLC
2/27/04	1.15	300,000		300,000
Northern Rock PLC
2/17/04	1.12	10,000		10,000
WestLB AG
1/12/04	1.12	500,000		500,000
2/23/04	1.15	420,000		420,000
				7,421,998
New York Branch, Yankee Dollar, Foreign Banks - 8.0%
BNP Paribas SA
12/1/03	1.04 (b)	820,000		819,892
8/5/04	1.41	315,000		315,000
Canadian Imperial Bank of Commerce
12/15/03	1.14 (b)	500,000		500,000
Credit Agricole Indosuez
12/1/03	1.04 (b)	250,000		249,975
12/1/03	1.07 (b)	250,000		249,991
Credit Lyonnais SA
3/3/04	1.11	114,000		114,000
Danske Bank AS
12/29/03	1.07 (b)	100,000		99,990
Deutsche Bank AG
7/26/04	1.26	315,000		315,000
Royal Bank of Canada
12/1/03	1.04 (b)	410,000		409,958
Societe Generale
12/1/03	1.04 (b)	405,000		404,958
12/1/03	1.05 (b)	375,000		374,990
12/1/03	1.06 (b)	360,000		359,894
WestLB AG
12/12/03	1.08	150,000		150,000
				4,363,648
TOTAL CERTIFICATES OF DEPOSIT			11,785,646
Commercial Paper - 14.2%
Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
Alliance & Leicester PLC
1/13/04	1.10%	$ 25,000		$ 24,967
4/26/04	1.22	20,000		19,901
Bradford & Bingley PLC
1/28/04	1.10	50,000		49,911
Charta LLC
1/21/04	1.10	42,500		42,434
2/3/04	1.10	10,000		9,980
Citibank Credit Card Master Trust I (Dakota Certificate Program)
12/1/03	1.07	340,000		340,000
12/4/03	1.10	60,000		59,995
12/5/03	1.08	90,000		89,989
12/11/03	1.08	100,000		99,970
12/17/03	1.08	245,000		244,882
1/14/04	1.10	230,000		229,691
1/16/04	1.11	65,000		64,908
Clipper Receivables LLC
1/14/04	1.11	35,000		34,953
1/26/04	1.11	100,000		99,827
1/28/04	1.11	100,000		99,821
Corporate Receivables Corp.
2/3/04	1.10	67,500		67,368
Credit Lyonnais North America
3/4/04	1.12	140,000		139,591
DaimlerChrysler NA Holding Corp.
12/1/03	1.28	50,000		50,000
12/8/03	1.29	70,000		69,982
12/16/03	1.28	80,000		79,957
1/20/04	1.37	50,000		49,905
1/21/04	1.36	171,000		170,671
1/26/04	1.37	38,000		37,919
Dresdner U.S. Finance, Inc.
2/6/04	1.14	385,000		384,183
Edison Asset Securitization LLC
2/3/04	1.10	72,000		71,859
2/4/04	1.10	150,000		149,702
Emerald (MBNA Credit Card Master Note Trust)
12/11/03	1.10	80,000		79,976
1/13/04	1.10	83,225		83,116
2/3/04	1.12	41,000		40,918
2/12/04	1.12	215,000		214,512
Commercial Paper - continued
Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
FCAR Owner Trust
2/3/04	1.11%	$ 20,000		$ 19,961
2/4/04	1.11	55,000		54,890
Ford Motor Credit Co.
12/1/03	1.28	55,000		55,000
12/4/03	1.28	70,000		69,993
GE Capital International Funding, Inc.
12/4/03	1.09	155,000		154,986
12/9/03	1.08	200,000		199,952
12/16/03	1.08	65,000		64,971
1/27/04	1.10	75,000		74,869
2/9/04	1.10	133,000		132,716
General Electric Capital Corp.
12/2/03	1.15	25,000		24,999
12/3/03	1.15	35,000		34,998
12/5/03	1.15	15,000		14,998
5/3/04	1.15	10,000		9,951
5/4/04	1.15	240,000		238,822
5/4/04	1.19	250,000		248,730
General Electric Co.
12/29/03	1.05	405,000		404,669
General Mills, Inc.
12/5/03	1.14	25,000		24,997
Govco, Inc.
1/13/04	1.10	50,000		49,934
Grampian Funding Ltd.
1/21/04	1.10	55,000		54,914
1/28/04	1.10	10,000		9,982
2/4/04	1.10	140,000		139,722
2/18/04	1.11	236,000		235,425
Household Finance Corp.
3/15/04	1.13	30,000		29,902
ING America Insurance Holdings, Inc.
2/23/04	1.11	50,000		49,870
ING U.S. Funding LLC
3/4/04	1.12	100,000		99,708
John Deere Capital Corp.
12/15/03	1.16	35,000		34,984
Jupiter Securitization Corp.
12/22/03	1.05	200,000		199,878
Commercial Paper - continued
Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
Mont Blanc Capital Corp.
1/20/04	1.10%	$ 25,397		$ 25,358
Montauk Funding Corp.
1/26/04	1.10	71,000		70,879
Motown Notes Program
12/2/03	1.10	117,000		116,996
12/9/03	1.09	90,000		89,978
1/12/04	1.11	158,000		157,795
1/15/04	1.12	99,000		98,861
2/9/04	1.12	90,000		89,804
2/10/04	1.12	60,000		59,867
Nationwide Building Society
1/30/04	1.10	115,000		114,789
2/9/04	1.10	40,000		39,914
Newcastle (Discover Card Master Trust)
2/9/04	1.12	51,700		51,587
2/10/04	1.12	95,000		94,790
Paradigm Funding LLC
1/26/04	1.10	55,000		54,906
1/28/04	1.10	76,000		75,865
Park Granada LLC
12/4/03	1.09	90,000		89,992
1/9/04	1.13	25,000		24,969
1/15/04	1.13	10,000		9,986
1/21/04	1.13	25,000		24,960
2/12/04	1.14	335,000		334,226
Sears Roebuck Acceptance Corp.
12/2/03	1.31	35,000		34,999
12/3/03	1.31	35,000		34,997
12/4/03	1.31	35,000		34,996
Svenska Handelsbanken, Inc.
2/6/04	1.10	70,000		69,857
Transamerica Finance Corp.
12/11/03	1.08	35,000		34,990
TOTAL COMMERCIAL PAPER			7,770,070
Federal Agencies - 31.5%
Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
Fannie Mae - 21.7%
Agency Coupons - 9.6%
12/10/03	1.08% (b)	$ 500,000		$ 500,000
12/23/03	1.07 (b)	450,000		449,864
7/20/04	1.06	590,000		590,000
7/23/04	1.08	435,000		435,000
8/30/04	1.25	655,000		655,000
9/14/04	1.45	250,000		250,000
9/24/04	1.50	285,000		285,000
9/27/04	1.50	180,000		180,000
10/1/04	1.55	570,000		570,000
10/25/04	1.35	480,000		480,000
11/2/04	1.35	510,000		510,000
11/15/04	1.43	350,000		350,000
				5,254,864
Discount Notes - 12.1%
12/3/03	1.15	100,000		99,994
12/12/03	1.34	430,805		430,631
12/12/03	1.35	75,000		74,970
1/21/04	1.08	14,254		14,232
1/21/04	1.09	321,000		320,507
1/21/04	1.16	232,565		232,186
2/11/04	1.15	79,688		79,506
2/17/04	1.15	635,000		633,432
2/19/04	1.10	385,445		384,510
2/25/04	1.15	300,000		299,183
3/2/04	1.10	26,518		26,443
3/10/04	1.11	103,100		102,785
5/12/04	1.15	311,780		310,171
5/12/04	1.18	250,000		248,676
5/19/04	1.15	590,000		586,824
5/26/04	1.16	114,000		113,355
6/10/04	1.21	655,000		650,808
6/14/04	1.21	1,250,000		1,241,837
7/23/04	1.25	425,606		422,161
7/23/04	1.27	140,164		139,020
7/23/04	1.29	225,000		223,135
				6,634,366
				11,889,230
Federal Agencies - continued
Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
Federal Home Loan Bank - 5.0%
Agency Coupons - 4.9%
12/21/03	1.07% (b)	$ 900,000		$ 899,728
12/25/03	1.04 (b)	392,000		391,702
1/19/04	1.08 (b)	133,000		132,938
1/30/04	1.32	143,000		143,001
7/6/04	1.23	775,000		775,000
8/4/04	1.25	165,000		165,000
9/24/04	1.44	190,000		190,000
				2,697,369
Discount Notes - 0.1%
5/28/04	1.16	25,000		24,857
				2,722,226
Freddie Mac - 4.8%
Agency Coupons - 0.6%
7/27/04	1.20	350,000		350,000
Discount Notes - 4.2%
12/4/03	1.01	55,000		54,995
12/4/03	1.14	112,000		111,989
12/4/03	1.15	325,000		324,969
12/4/03	1.34	200,000		199,978
12/19/03	1.34	199,000		198,869
1/29/04	1.09	332,858		332,269
2/23/04	1.15	800,000		797,872
3/1/04	1.10	131,078		130,713
5/20/04	1.16	128,000		127,301
				2,278,955
				2,628,955
TOTAL FEDERAL AGENCIES			17,240,411
Bank Notes - 1.3%

National City Bank, Indiana
12/1/03	1.04 (b)	440,000		439,911
Wells Fargo Bank NA, San Francisco
12/1/03	1.04 (b)	250,000		249,975
TOTAL BANK NOTES			689,886
Master Notes - 4.2%
Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
Bear Stearns Companies, Inc.
12/3/03	1.17% (d)	$ 125,000		$ 125,000
General Motors Acceptance Corp. Mortgage Credit
12/1/03	1.62 (d)	540,000		540,000
Goldman Sachs Group, Inc.
12/5/03	1.13 (d)	330,000		330,000
1/13/04	1.20 (d)	367,000		367,000
2/10/04	1.18 (d)	480,000		480,000
3/2/04	1.19 (d)	475,000		475,000
TOTAL MASTER NOTES			2,317,000
Medium-Term Notes - 7.3%

American Express Credit Corp.
12/22/03	1.14 (a)(b)	170,000		169,915
Australia & New Zealand Banking Group Ltd.
12/5/03	1.20 (b)	35,000		35,011
Bank One NA, Chicago
12/1/03	1.04 (b)	70,000		69,998
Chase Manhattan Auto Owner Trust
8/16/04	1.04	20,779		20,779
Eel River Investment Co.
12/5/03	1.32 (b)	85,000		85,000
GE Capital Assurance Co.
12/2/03	1.24 (b)(d)	103,000		103,000
GE Life & Annuity Assurance Co.
12/1/03	1.23 (b)(d)	40,000		40,000
General Electric Capital Corp.
12/9/03	1.20 (b)	375,000		375,000
12/10/03	1.24 (b)	50,000		50,034
12/17/03	1.20 (b)	549,000		549,160
Harwood Street Funding I LLC
12/22/03	1.18 (b)	120,000		120,000
HBOS Treasury Services PLC
12/24/03	1.13 (b)	530,000		530,000
Household Automotive Trust
5/17/04	1.22	13,528		13,528
Household Finance Corp.
1/23/04	1.92 (b)	50,000		50,157
2/18/04	1.17 (b)	145,000		145,000
Medium-Term Notes - continued
Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
National City Bank, Indiana
12/1/03	1.05% (b)	$ 100,000		$ 99,990
Onyx Acceptance Owner Trust
8/16/04	1.06	18,760		18,760
Royal Bank of Canada
12/10/03	1.10 (b)	55,000		55,000
SLM Corp.
12/1/03	1.12 (a)(b)	300,000		300,000
Travelers Insurance Co.
2/22/04	1.28 (b)(d)	35,000		35,000
USAA Auto Owner Trust
7/15/04	1.03	30,707		30,707
Verizon Global Funding Corp.
12/15/03	1.23 (b)	341,000		341,010
12/15/03	1.59 (b)	570,000		570,000
Wells Fargo & Co.
12/2/03	1.11 (b)	215,000		215,000
TOTAL MEDIUM-TERM NOTES			4,022,049
Short-Term Notes - 3.0%

Jackson National Life Insurance Co.
1/2/04	1.29 (b)(d)	130,000		130,000
Metropolitan Life Insurance Co.
12/29/03	1.13 (b)	85,000		85,000
1/2/04	1.35 (b)(d)	175,000		175,000
2/2/04	1.32 (b)(d)	65,000		65,000
Monumental Life Insurance Co.
12/1/03	1.26 (b)(d)	92,000		92,000
12/1/03	1.29 (b)(d)	65,000		65,000
2/1/04	1.36 (b)(d)	65,000		65,000
New York Life Insurance Co.
1/2/04	1.29 (b)(d)	425,000		425,000
Pacific Life Insurance Co.
12/11/03	1.29 (b)(d)	160,000		160,000
Transamerica Occidental Life Insurance Co.
2/1/04	1.33 (b)(d)	200,000		200,000
Short-Term Notes - continued
Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
Travelers Insurance Co.
1/2/04	1.27% (b)(d)	$ 90,000		$ 90,000
2/15/04	1.29 (b)(d)	100,000		100,000
TOTAL SHORT-TERM NOTES			1,652,000
Municipal Securities - 0.0%

West Baton Rouge Parish Indl. District #3 Rev. (Dow Chemical Co. Proj.) Series 1995, 1.36%, VRDN
12/1/03	1.36 (b)(c)	11,000		11,000

Repurchase Agreements - 17.1%
	Maturity Amount (000s)
In a joint trading account (Collateralized by U.S. Government Obligations dated 11/28/03 due 12/1/03 At 1.07%)	$ 38,699		38,696
With:
Banc of America Securities LLC At:
1.11%, dated 11/28/03 due 12/1/03 (Collateralized by Mortgage Loan Obligations with principal amounts of $4,833,440,985, 0% - 5.5%, 10/20/32 - 12/25/33)	300,028		300,000
1.12%, dated 11/28/03 due 12/1/03 (Collateralized by Commercial Paper Obligations with principal amounts of $587,586,659, 0% - 1.35%, 12/1/03 - 2/20/04)	575,054		575,000
1.19%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of:
$331,044,463, 0% - 10.35%, 1/27/04 - 10/8/49)	300,030		300,000
$788,646,733, 0% - 13.5%, 11/8/04 - 12/10/38)	560,056		560,000
Banc One Capital Markets, Inc. At 1.14%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $262,153,854, 1.05% - 8.5%, 12/15/03 - 1/15/33)	245,023		245,000
Barclays Capital, Inc. At 1.12%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $474,648,131, 1.24% - 7.25%, 5/23/05 - 3/15/31)	483,045		483,000
Bear Stearns & Co. At:
1.12%, dated 11/28/03 due 12/1/03 (Collateralized by Mortgage Loan Obligations with principal amounts of $259,274,987, .43% - 9.5%, 6/25/05 - 1/25/48)	100,009		100,000
1.19%, dated 11/28/03 due 12/1/03 (Collateralized by Mortgage Loan Obligations with principal amounts of $3,949,604,254, 0% - 7%, 12/25/04 - 8/15/36)	100,010		100,000
Repurchase Agreements - continued
	Maturity Amount (000s)		Value (Note 1) (000s)
With: - continued
Citigroup Global Markets, Inc. At:
1.11%, dated 11/28/03 due 12/1/03 (Collateralized by Mortgage Loan Obligations with principal amounts of $2,453,023,698, 0% - 10%, 11/25/09 - 11/1/33)	$ 400,037		$ 400,000
1.12%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $223,733,000, 1.72% - 9.4%, 6/15/04 - 12/1/45)	231,022		231,000
1.17%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $250,981,456, 0% - 13.5%, 2/15/04 - 9/25/33)	200,020		200,000
1.19%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $359,088,754, 0% - 13.5%, 5/15/04 - 7/25/43)	300,030		300,000
Credit Suisse First Boston, Inc. At 1.12%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $176,045,819, 2.64% - 9.7%, 1/15/04 - - 12/15/33)	175,016		175,000
Deutsche Bank Securities, Inc. At 1.19%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $1,283,098,649, 0% - 17.63%, 12/15/03 - 2/15/49)	725,072		725,000
Goldman Sachs & Co. At 1.18%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of:
$331,318,444, 6.37% - 11.63%, 2/15/04 - 4/1/37)	310,031		310,000
$420,891,770, 4.2% - 8.45%, 4/15/05 - 9/1/25)	460,045		460,000
J.P. Morgan Securities, Inc. At:
1.09%, dated 11/19/03 due 12/22/03 (Collateralized by Corporate Obligations with principal amounts of $139,268,000, 0% - 9.13%, 12/1/03 - 10/15/33)	147,147		147,000
1.13%, dated 11/19/03 due 12/22/03 (Collateralized by Corporate Obligations with principal amounts of $744,252,000, 6% - 10.38%, 12/15/03 - 7/15/28)	750,777		750,000
1.16%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $758,871,000, 6% - 12%, 7/15/04 - 11/1/21)	755,073		755,000
Merrill Lynch, Pierce, Fenner & Smith At:
1.14%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $190,714,594, 0% - 9.25%, 6/1/06 - 12/1/49)	200,019		200,000
1.19%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $403,894,176, 0% - 13.75%, 2/1/04 - 3/15/28)	331,033		331,000
Repurchase Agreements - continued
	Maturity Amount (000s)		Value (Note 1) (000s)
With: - continued
Morgan Stanley & Co. At:
1.12%, dated 11/28/03 due 12/1/03 (Collateralized by Commercial Paper Obligations with principal amounts of $134,985,000, 0% - 1.22%, 12/18/03 - 5/11/04)	$ 132,012		$ 132,000
1.13%, dated 10/29/03 due 12/10/03 (Collateralized by Corporate Obligations with principal amounts of:
$767,459,345, 0% - 10.5%, 5/15/04 - 1/12/43)	235,310		235,000
$849,158,882, 0% - 12.75%, 12/15/03 - 1/12/43)	300,396		300,000
1.14%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $755,559,736, 0% - 10.5%, 1/15/04 - 10/1/37)	790,075		790,000
Wachovia Securities, Inc. At 1.16%, dated 11/28/03 due 12/1/03 (Collateralized by Corporate Obligations with principal amounts of $219,011,008, 1.55% - 8.5%, 1/7/05 - 12/30/34)	200,019		200,000
TOTAL REPURCHASE AGREEMENTS		9,342,696
TOTAL INVESTMENT PORTFOLIO - 100.1%			54,848,044
NET OTHER ASSETS - (0.1)%			(68,519)
NET ASSETS - 100%		$ 54,779,525

Total Cost for Income Tax Purposes $ 54,848,044

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 $469,915,000 or 0.9% 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 reflect the next interest rate reset date or, when applicable, the final maturity date.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $4,062,000,000 or 7.4% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Cost (000s)
Bear Stearns Companies, Inc. 1.17%, 12/3/03	10/30/03	$ 125,000
GE Capital Assurance Co. 1.24%, 12/2/03	7/31/03	$ 103,000
GE Life & Annuity Assurance Co. 1.23%, 12/1/03	3/31/03	$ 40,000
General Motors Acceptance Corp. Mortgage Credit 1.62%, 12/1/03	11/3/03	$ 540,000
Goldman Sachs Group, Inc.: 1.13%, 12/5/03	7/7/03	$ 330,000
1.18%, 2/10/04	9/18/03	$ 480,000
1.19%, 3/2/04	10/27/03	$ 475,000
1.2%, 1/13/04	8/12/03	$ 367,000
Jackson National Life Insurance Co. 1.29%, 1/2/04	3/31/03	$ 130,000
Metropolitan Life Insurance Co.: 1.32%, 2/2/04	2/24/03	$ 65,000
1.35%, 1/2/04	3/26/02	$ 175,000
Monumental Life Insurance Co.: 1.26%, 12/1/03	7/31/98 - 9/17/98	$ 92,000
1.29%, 12/1/03	3/12/99	$ 65,000
1.36%, 2/1/04	2/1/00	$ 65,000
New York Life Insurance Co. 1.29%, 1/2/04	2/28/02 - 12/19/02	$ 425,000
Pacific Life Insurance Co. 1.29%, 12/11/03	3/10/03	$ 160,000
Transamerica Occidental Life Insurance Co. 1.33%, 2/1/04	4/28/00	$ 200,000
Travelers Insurance Co.: 1.27%, 1/2/04	3/31/03	$ 90,000
1.28%, 2/22/04	8/21/03	$ 35,000
1.29%, 2/15/04	5/14/03	$ 100,000

Other Information

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which the loans were outstanding amounted to $17,787,000. The weighted average interest rate was 1.34%. Interest earned from the interfund lending program amounted to $5,000 and is included in interest income on the Statement of Operations. At period end, there were no interfund loans outstanding.

Income Tax Information

At November 30, 2003, the fund had a capital loss carryforward of approximately $848,000 all of which will expire on November 30, 2011.

A total of 6.47% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax (unaudited). The fund will notify shareholders in January 2004 of amounts for use in preparing 2003 income tax returns.

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, 2003

Assets
Investment in securities, at value (including repurchase agreements of $9,342,696) - See accompanying schedule		$ 54,848,044
Cash		272
Receivable for fund shares sold		466,584
Interest receivable		67,428
Prepaid expenses		274
Other receivables		35
Total assets		55,382,637

Liabilities
Payable for investments purchased	$ 127,301
Payable for fund shares redeemed	456,322
Distributions payable	116
Accrued management fee	9,036
Other affiliated payables	9,369
Other payables and accrued expenses	968
Total liabilities		603,112

Net Assets		$ 54,779,525
Net Assets consist of:
Paid in capital		$ 54,780,395
Accumulated net realized gain (loss) on investments		(870)
Net Assets, for 54,777,850 shares outstanding		$ 54,779,525
Net Asset Value, offering price and redemption price per share ($54,779,525 ÷ 54,777,850 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, 2003

Investment Income
Interest		$ 755,682

Expenses
Management fee	$ 113,738
Transfer agent fees	108,393
Accounting fees and expenses	1,402
Non-interested trustees' compensation	283
Appreciation in deferred trustee compensation account	28
Custodian fees and expenses	817
Registration fees	486
Audit	330
Legal	128
Miscellaneous	112
Total expenses before reductions	225,717
Expense reductions	(7)	225,710
Net investment income		529,972
Net realized gain (loss) on investment securities		(870)
Net increase in net assets resulting from operations		$ 529,102

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2003	Year ended November 30, 2002
Increase (Decrease) in Net Assets
Operations
Net investment income	$ 529,972	$ 939,622
Net realized gain (loss)	(870)	2,061
Net increase (decrease) in net assets resulting from operations	529,102	941,683
Distributions to shareholders from net investment income	(529,972)	(939,622)
Share transactions at net asset value of $1.00 per share Proceeds from sales of shares	102,985,106	107,093,442
Reinvestment of distributions	523,930	928,475
Cost of shares redeemed	(105,778,683)	(107,478,187)
Net increase (decrease) in net assets and shares resulting from share transactions	(2,269,647)	543,730
Total increase (decrease) in net assets	(2,270,517)	545,791

Net Assets
Beginning of period	57,050,042	56,504,251
End of period	$ 54,779,525	$ 57,050,042

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

Annual Report

Financial Highlights

Years ended November 30,	2003	2002	2001	2000	1999
Selected Per-Share Data
Net asset value, beginning of period	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Income from Investment Operations
Net investment income	.009	.017	.044	.060	.048
Distributions from net investment income	(.009)	(.017)	(.044)	(.060)	(.048)
Net asset value, end of period	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Total Return^A	.93%	1.69%	4.46%	6.13%	4.94%
Ratios to Average Net Assets^B
Expenses before expense reductions	.40%	.39%	.39%	.46%	.44%
Expenses net of voluntary waivers, if any	.40%	.39%	.39%	.46%	.44%
Expenses net of all reductions	.40%	.39%	.39%	.46%	.44%
Net investment income	.93%	1.67%	4.27%	5.97%	4.85%
Supplemental Data
Net assets, end of period (in millions)	$ 54,780	$ 57,050	$ 56,504	$ 44,214	$ 37,981

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

^B Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2003

(Amounts in thousands except ratios)

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 statutory trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, 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. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. 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. Investments in open-end investment companies are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities, which is accrued using the interest method.

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, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. There were no significant book-to-tax differences during the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations, corporate obligations and mortgage loan obligations which may be below investment-grade quality, and equity securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Restricted Securities. The fund may 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. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

3. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is calculated on the basis of a group fee rate plus a total income-based component. The group fee rate averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. The total income-based component is calculated according to a graduated schedule providing for different rates based on the fund's gross annualized yield. The rate increases as the fund's gross yield increases.

During the period the income-based portion of this fee was $39,860 or an annual rate of .07% of the fund's average net assets. For the period, the fund's total annual management fee rate was .20% of the fund's average net assets.

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 .19% of average net assets.

Annual Report

3. Fees and Other Transactions with Affiliates - continued

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month plus out-of-pocket expenses.

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 funds to borrow from, or lend money to, other participating funds. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Expense Reductions.

Through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $7.

Annual Report

Report of Independent Auditors

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, 2003 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's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with 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, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 5, 2004

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 291 funds advised by FMR or an affiliate. Mr. McCoy oversees 293 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (73)**
	Year of Election or Appointment: 1992 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.
Abigail P. Johnson (41)**
	Year of Election or Appointment: 2001 Senior Vice President of Cash Reserves (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.
Laura B. Cronin (49)
	Year of Election or Appointment: 2003 Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).
Robert L. Reynolds (51)
	Year of Election or Appointment: 2003 Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

Correspondence intended for each non-interested Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation
J. Michael Cook (61)
	Year of Election or Appointment: 2001 Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), Rockwell Automation (2000) and The Dow Chemical Company (2000). He is a Member of the Diversity Advisory Council of Marakon (2003) and the Advisory Board of the Directorship Search Group, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Council to the Comptroller General of the United States. He also serves as a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.
Ralph F. Cox (71)
	Year of Election or Appointment: 1992 Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.
Robert M. Gates (60)
	Year of Election or Appointment: 1997 Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.
George H. Heilmeier (67)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001) and Teletech Holdings (customer management services, 1998). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the IEEE (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences and The Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002) and Compaq (1994-2002).
Donald J. Kirk (71)
	Year of Election or Appointment: 1992 Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).
Marie L. Knowles (57)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (59)
	Year of Election or Appointment: 2000 Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and as a Director (1998) of Acterna Corporation (communications test equipment). He is also Co-Chairman of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (diversified industrial) and the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.
Marvin L. Mann (70)
	Year of Election or Appointment: 1993 Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he served as CEO until April 1998 and retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Board member of Imation Corp. (imaging and information storage) and Acterna Corporation (communications test equipment, 1999). He is also a member of the Director Services Committee of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.
William O. McCoy (70)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility), and Acterna Corporation (communications test equipment, 1999). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).
William S. Stavropoulos (64)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman of the Board, President and CEO (2002), and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for Ms. Small may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Peter S. Lynch (60)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Phillips Street Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan ® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.
Cornelia M. Small (59)
	Year of Election or Appointment: 2004 Member of the Advisory Board of Fidelity Phillips Street Trust. Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors (1998-1999) of Scudder Kemper Investments. In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
Dwight D. Churchill (49)
	Year of Election or Appointment: 2000 Vice President of Cash Reserves. He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.
David L. Murphy (55)
	Year of Election or Appointment: 2002 Vice President of Cash Reserves. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002) and Vice President of certain Asset Allocation Funds (2003). He serves as Senior Vice President (2000) and Money Market Group Leader (2002) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003) and a Vice President of FMR (2000). Previously, Mr. Murphy served as Bond Group Leader (2000-2002) and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity in 1989 as a portfolio manager in the Bond Group.
John Todd (54)
	Year of Election: 1997 Vice President of Cash Reserves. Mr. Todd also serves as Vice President of funds advised by FMR.
Eric D. Roiter (55)
	Year of Election or Appointment: 1998 Secretary of Cash Reserves. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003).
Stuart Fross (44)
	Year of Election or Appointment: 2003 Assistant Secretary of Cash Reserves. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.
Maria F. Dwyer (44)
	Year of Election or Appointment: 2002 President and Treasurer of Cash Reserves. Ms. Dwyer also serves as President and Treasurer of other Fidelity funds (2002) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment Management.
Timothy F. Hayes (52)
	Year of Election or Appointment: 2002 Chief Financial Officer of Cash Reserves. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).
Jennifer S. Taub (36)
	Year of Election or Appointment: 2003 Assistant Vice President of Cash Reserves. Ms. Taub is Assistant Vice President of Fidelity's Fixed-Income Funds (2003), Assistant Secretary of FIMM (2003), and is an employee of FMR.
John R. Hebble (45)
	Year of Election or Appointment: 2003 Deputy Treasurer of Cash Reserves. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).
John H. Costello (57)
	Year of Election or Appointment: 1992 Assistant Treasurer of Cash Reserves. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Francis V. Knox, Jr. (56)
	Year of Election or Appointment: 2002 Assistant Treasurer of Cash Reserves. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).
Mark Osterheld (48)
	Year of Election or Appointment: 2002 Assistant Treasurer of Cash Reserves. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Thomas J. Simpson (45)
	Year of Election or Appointment: 1992 Assistant Treasurer of Cash Reserves. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

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

* 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 Write Fidelity

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
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

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 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, 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

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, 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

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

Annual Report

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle 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

Kansas

5400 College Boulevard
Overland Park, KS

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

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, 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

12532 Memorial Drive
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

6005 West Park Boulevard
Plano, TX 75093

Annual Report

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
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

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments
Money Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

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 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

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

CAS-UANN-0104
1.786705.100

Fidelity®

U.S. Government Reserves

Annual Report

November 30, 2003

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Investment Changes/ Performance	<Click Here>	A summary of major shifts in the fund's investments over the past six months, one year and performance information.
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.
Auditors' Opinion	<Click Here>
Trustees and Officers	<Click Here>

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.

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

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Investment Changes/Performance

Maturity Diversification
Days	% of fund's investments 11/30/03	% of fund's investments 5/31/03	% of fund's investments 11/30/02
0 - 30	47.9	60.2	47.4
31 - 90	23.9	14.9	16.3
91 - 180	9.6	14.9	28.1
181 - 397	18.6	10.0	8.2
Weighted Average Maturity
	11/30/03	5/31/03	11/30/02
Fidelity U.S. Government Reserves	83 Days	66 Days	76 Days
Government Retail Money Market Funds Average *	58 Days	53 Days	53 Days

Asset Allocation (% of fund's net assets)
As of November 30, 2003		As of May 31, 2003
	Federal Agency Issues 86.5%		Federal Agency Issues 48.1%
	U.S. Treasury Obligations 0.0%		U.S. Treasury Obligations 1.5%
	Repurchase Agreements 15.9%		Repurchase Agreements 50.6%
	Net Other Assets** (2.4)%		Net Other Assets** (0.2)%

*Source: iMoneyNet, Inc.

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

Current and Historical Seven-Day Yields

	12/2/03	9/2/03	6/3/03	2/25/03	12/3/02
Fidelity U.S. Government Reserves	.78%	.79%	.99%	1.07%	1.21%

Annual Report

Investments November 30, 2003

Showing Percentage of Net Assets

Federal Agencies - 86.5%
Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
Fannie Mae - 56.5%
Agency Coupons - 28.8%
12/1/03	0.98% (b)	$ 40,000		$ 39,970
12/1/03	1.00 (b)	75,000		74,976
12/10/03	1.08 (b)	50,000		50,000
12/24/03	1.07 (b)	100,000		99,986
12/27/03	1.01 (b)	100,000		99,909
12/28/03	1.03 (b)	45,000		44,976
1/7/04	1.03 (b)	35,000		34,981
5/14/04	1.25	15,090		15,382
7/20/04	1.06	10,000		10,000
8/15/04	1.28	20,000		20,725
8/30/04	1.25	30,000		30,000
9/14/04	1.45	12,000		12,000
9/24/04	1.50	15,000		15,000
9/27/04	1.50	15,000		15,000
10/25/04	1.35	40,000		40,000
11/15/04	1.43	24,000		24,000
12/6/04	1.54	25,000		25,000
				651,905
Discount Notes - 27.7%
12/1/03	1.11	13,000		13,000
12/12/03	1.45	10,000		9,996
12/31/03	1.05	100,000		99,912
1/2/04	1.10 (a)	51,000		50,950
1/14/04	1.09	50,000		49,933
2/2/04	1.15	6,690		6,677
2/11/04	1.15	25,000		24,943
2/24/04	1.09	58,000		57,851
2/25/04	1.09	44,000		43,886
3/3/04	1.11	20,000		19,943
3/17/04	1.13	38,908		38,778
3/18/04	1.12	41,860		41,720
4/2/04	1.32	10,000		9,956
4/28/04	1.15	18,000		17,915
5/19/04	1.15	42,000		41,774
6/10/04	1.21	50,000		49,680
6/14/04	1.21	45,000		44,706
6/25/04	1.12	5,000		4,968
				626,588
				1,278,493
Federal Agencies - continued
Due Date	Annualized Yield at Time of Purchase	Principal Amount (000s)		Value (Note 1) (000s)
Federal Home Loan Bank - 17.7%
Agency Coupons - 12.8%
12/15/03	1.06% (b)	$ 60,000		$ 59,980
12/21/03	1.07 (b)	25,000		24,992
12/25/03	1.04 (b)	78,000		77,959
1/19/04	1.08 (b)	8,000		7,996
7/6/04	1.23	50,000		50,000
8/4/04	1.25	25,000		25,000
8/18/04	1.30	25,000		25,000
9/24/04	1.44	20,000		20,000
				290,927
Discount Notes - 4.9%
1/14/04	1.12	35,000		34,953
1/21/04	1.10	15,925		15,900
1/28/04	1.10	35,000		34,939
2/25/04	1.35	25,000		24,919
				110,711
				401,638
Freddie Mac - 12.3%
Agency Coupons - 0.9%
7/27/04	1.20	20,000		20,000
Discount Notes - 11.4%
12/4/03	1.09	50,000		49,995
12/4/03	1.14	5,000		5,000
12/24/03	1.08	100,000		99,931
1/23/04	1.09	40,000		39,936
2/26/04	1.30	25,000		24,923
3/12/04	1.15	12,000		11,961
3/25/04	1.30	15,000		14,939
5/20/04	1.16	10,764		10,705
				257,390
				277,390
TOTAL FEDERAL AGENCIES			1,957,521

Repurchase Agreements - 15.9%
	Maturity Amount (000s)		Value (Note 1) (000s)
In a joint trading account (Collateralized by U.S. Government Obligations) dated:
11/26/03 due 12/1/03 At 1.07%	$ 70,010		$ 70,000
11/28/03 due 12/1/03 At 1.07%	289,215		289,189
TOTAL REPURCHASE AGREEMENTS		359,189
TOTAL INVESTMENT PORTFOLIO - 102.4%			2,316,710
NET OTHER ASSETS - (2.4)%			(55,065)
NET ASSETS - 100%		$ 2,261,645

Total Cost for Income Tax Purposes $ 2,316,710

Legend

(a) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

Income Tax Information

At November 30, 2003, the fund had a capital loss carryforward of approximately $9,000 all of which will expire on November 30, 2010.

A total of 15.36% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax (unaudited). The fund will notify shareholders in January 2004 of amounts for use in preparing 2003 income tax returns.

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, 2003

Assets
Investment in securities, at value (including repurchase agreements of $359,189) - See accompanying schedule		$ 2,316,710
Cash		130
Receivable for fund shares sold		2,648
Interest receivable		2,413
Prepaid expenses		12
Total assets		2,321,913

Liabilities
Payable for investments purchased on a delayed delivery basis	$ 50,950
Payable for fund shares redeemed	8,602
Distributions payable	22
Accrued management fee	377
Other affiliated payables	279
Other payables and accrued expenses	38
Total liabilities		60,268

Net Assets		$ 2,261,645
Net Assets consist of:
Paid in capital		$ 2,261,655
Accumulated net realized gain (loss) on investments		(10)
Net Assets, for 2,261,618 shares outstanding		$ 2,261,645
Net Asset Value, offering price and redemption price per share ($2,261,645 ÷ 2,261,618 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, 2003

Investment Income
Interest		$ 31,199

Expenses
Management fee	$ 4,856
Transfer agent fees	3,160
Accounting fees and expenses	224
Non-interested trustees' compensation	12
Custodian fees and expenses	25
Registration fees	119
Audit	37
Legal	6
Miscellaneous	6
Total expenses before reductions	8,445
Expense reductions	(11)	8,434
Net investment income		22,765
Net realized gain (loss) on investment securities		10
Net increase in net assets resulting from operations		$ 22,775

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2003	Year ended November 30, 2002
Increase (Decrease) in Net Assets
Operations
Net investment income	$ 22,765	$ 44,100
Net realized gain (loss)	10	(18)
Net increase (decrease) in net assets resulting from operations	22,775	44,082
Distributions to shareholders from net investment income	(22,765)	(44,100)
Share transactions at net asset value of $1.00 per share Proceeds from sales of shares	1,750,635	2,974,596
Reinvestment of distributions	22,525	43,506
Cost of shares redeemed	(2,071,542)	(2,813,091)
Net increase (decrease) in net assets and shares resulting from share transactions	(298,382)	205,011
Total increase (decrease) in net assets	(298,372)	204,993

Net Assets
Beginning of period	2,560,017	2,355,024
End of period	$ 2,261,645	$ 2,560,017

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

Annual Report

Financial Highlights

Years ended November 30,	2003	2002	2001	2000	1999
Selected Per-Share Data
Net asset value, beginning of period	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Income from Investment Operations
Net investment income	.009	.017	.044	.058	.048
Distributions from net investment income	(.009)	(.017)	(.044)	(.058)	(.048)
Net asset value, end of period	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Total Return^A	.94%	1.71%	4.46%	6.00%	4.86%
Ratios to Average Net Assets^B
Expenses before expense reductions	.35%	.34%	.36%	.43%	.41%
Expenses net of voluntary waivers, if any	.35%	.34%	.36%	.43%	.41%
Expenses net of all reductions	.35%	.34%	.36%	.42%	.40%
Net investment income	.94%	1.69%	4.15%	5.85%	4.77%
Supplemental Data
Net assets, end of period (in millions)	$ 2,262	$ 2,560	$ 2,355	$ 1,495	$ 1,542

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2003

(Amounts in thousands except ratios)

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 statutory trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, 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:

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.

2. Operating Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Repurchase Agreements - continued

agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or 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 or 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. Fees and Other Transactions with Affiliates.

During the period the income-based portion of this fee was $1,701 or an annual rate of .07% of the fund's average net assets. For the period, the fund's total annual management fee rate was .20% of the fund's average net assets.

Annual Report

3. Fees and Other Transactions with Affiliates - continued

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month plus out-of-pocket expenses.

4. Expense Reductions.

Through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $1 and $10, respectively.

Annual Report

Report of Independent Auditors

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, 2003 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's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with 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, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 5, 2004

Annual Report

Trustees and Officers

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (73)**
	Year of Election or Appointment: 1992 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.
Abigail P. Johnson (41)**
	Year of Election or Appointment: 2001 Senior Vice President of U.S. Government Reserves (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.
Laura B. Cronin (49)
	Year of Election or Appointment: 2003 Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).
Robert L. Reynolds (51)
	Year of Election or Appointment: 2003 Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

Name, Age; Principal Occupation
J. Michael Cook (61)
	Year of Election or Appointment: 2001 Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), Rockwell Automation (2000) and The Dow Chemical Company (2000). He is a Member of the Diversity Advisory Council of Marakon (2003) and the Advisory Board of the Directorship Search Group, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Council to the Comptroller General of the United States. He also serves as a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.
Ralph F. Cox (71)
	Year of Election or Appointment: 1992 Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.
Robert M. Gates (60)
	Year of Election or Appointment: 1997 Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.
George H. Heilmeier (67)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001) and Teletech Holdings (customer management services, 1998). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the IEEE (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences and The Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002) and Compaq (1994-2002).
Donald J. Kirk (71)
	Year of Election or Appointment: 1992 Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).
Marie L. Knowles (57)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (59)
	Year of Election or Appointment: 2000 Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and as a Director (1998) of Acterna Corporation (communications test equipment). He is also Co-Chairman of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (diversified industrial) and the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.
Marvin L. Mann (70)
	Year of Election or Appointment: 1993 Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he served as CEO until April 1998 and retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Board member of Imation Corp. (imaging and information storage) and Acterna Corporation (communications test equipment, 1999). He is also a member of the Director Services Committee of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.
William O. McCoy (70)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility), and Acterna Corporation (communications test equipment, 1999). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).
William S. Stavropoulos (64)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman of the Board, President and CEO (2002), and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Peter S. Lynch (60)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Phillips Street Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.
Cornelia M. Small (59)
	Year of Election or Appointment: 2004 Member of the Advisory Board of Fidelity Phillips Street Trust. Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors (1998-1999) of Scudder Kemper Investments. In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
Dwight D. Churchill (49)
	Year of Election or Appointment: 2000 Vice President of U.S. Government Reserves. He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.
David L. Murphy (55)
	Year of Election or Appointment: 2002 Vice President of U.S. Government Reserves. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002) and Vice President of certain Asset Allocation Funds (2003). He serves as Senior Vice President (2000) and Money Market Group Leader (2002) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003) and a Vice President of FMR (2000). Previously, Mr. Murphy served as Bond Group Leader (2000-2002) and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity in 1989 as a portfolio manager in the Bond Group.
Eric D. Roiter (55)
	Year of Election or Appointment: 1998 Secretary of U.S. Government Reserves. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003).
Stuart Fross (44)
	Year of Election or Appointment: 2003 Assistant Secretary of U.S. Government Reserves. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.
Maria F. Dwyer (44)
	Year of Election or Appointment: 2002 President and Treasurer of U.S. Government Reserves. Ms. Dwyer also serves as President and Treasurer of other Fidelity funds (2002) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment Management.
Timothy F. Hayes (52)
	Year of Election or Appointment: 2002 Chief Financial Officer of U.S. Government Reserves. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).
Jennifer S. Taub (36)
	Year of Election or Appointment: 2003 Assistant Vice President of U.S. Government Reserves. Ms. Taub is Assistant Vice President of Fidelity's Fixed-Income Funds (2003), Assistant Secretary of FIMM (2003), and is an employee of FMR.
John R. Hebble (45)
	Year of Election or Appointment: 2003 Deputy Treasurer of U.S. Government Reserves. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).
John H. Costello (57)
	Year of Election or Appointment: 1992 Assistant Treasurer of U.S. Government Reserves. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Francis V. Knox, Jr. (56)
	Year of Election or Appointment: 2002 Assistant Treasurer of U.S. Government Reserves. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).
Mark Osterheld (48)
	Year of Election or Appointment: 2002 Assistant Treasurer of U.S. Government Reserves. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Thomas J. Simpson (45)
	Year of Election or Appointment: 1992 Assistant Treasurer of U.S. Government Reserves. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Annual Report

Managing Your Investments

By Phone

(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

Annual Report

To Write Fidelity

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
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

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 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, 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

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, 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

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

Annual Report

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle 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

Kansas

5400 College Boulevard
Overland Park, KS

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

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, 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

12532 Memorial Drive
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

6005 West Park Boulevard
Plano, TX 75093

Annual Report

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
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

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments
Money Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

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 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

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

FUS-UANN-0104
1.786716.100

Item 2. Code of Ethics

As of the end of the period, November 30, 2003, the Fidelity Phillips Street Trust has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of Fidelity Phillips Street Trust has determined that Marie L. Knowles and Donald J. Kirk are each audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Knowles and Mr. Kirk are each independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Reserved

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Reserve

Item 9. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 10. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Phillips Street Trust's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Trust's second fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 11. Exhibits

(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Phillips Street Trust

By:	/s/Maria Dwyer
	Maria Dwyer
	President and Treasurer

Date:	January 21, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/Maria Dwyer
	Maria Dwyer
	President and Treasurer

Date:	January 21, 2004

By:	/s/Timothy F. Hayes
	Timothy F. Hayes
	Chief Financial Officer

Date:	January 21, 2004

Fidelity Phillips Street Trust N-CSRCertified annual shareholder report (management investment company)

Fidelity®

Cash Reserves

Contents

Chairman's Message

Investment Changes/Performance

Investments November 30, 2003

Financial Statements

Notes to Financial Statements

Report of Independent Auditors

Trustees and Officers

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Fidelity®

U.S. Government Reserves

Contents

Chairman's Message

Investment Changes/Performance

Investments November 30, 2003

Financial Statements

Notes to Financial Statements

Report of Independent Auditors

Trustees and Officers

Managing Your Investments

To Write Fidelity

To Visit Fidelity