MOST NOTEWORTHY: European banks, the Paper and Forest Products sector, Kindred Healthcare and Convergys were today's noteworthy upgrades:

• Keefe Bruyette upgraded the European Banks sector to Neutral from Underweight on valuation as they see limited downside from current levels. Included in the firm's top picks are HSBC Holdings Plc (NYSE: HBC) and Banco Santander SA (NYSE: STD).
• Credit Suisse upgraded the Paper and Forest Products sector to Overweight from Underweight citing valuations and expectations that fundamentals will bottom this fall. The firm raised shares of Temple-Inland Inc (NYSE: TIN) and Smurfit-Stone Container Corporation (NASDAQ: SSCC) to Outperform from Neutral.
• Friedman Billings upgraded shares of Kindred Healthcare Inc (NYSE: KND) to Outperform from Market Perform on valuation following the recent pullback and believes the company is well-positioned to beat modest expectations over the remainder of the year. The firm raised their target to $36 from $29.
• Oppenheimer raised Convergys Corporation (NYSE: CVG) to Outperform from Perform on valuation, as they believe investors should look at the company's business lines separately. Their sum of parts valuation yields an $18 target.

OTHER UPGRADES:

• Suncor Energy Inc (NYSE: SU) was upgraded to Overweight from Neutral at JP Morgan and to Outperform from Market Perform at Friedman Billings.
• UBS upgraded BT Group Plc (NYSE: BT) to Neutral from Sell.
• Broadcom Corporation (NASDAQ: BRCM) was upgraded to Buy from Neutral at Piper.

MOST NOTEWORTHY: Level 3 Communications, BT Group and Limited Brands were today's noteworthy downgrades:

• Merriman downgraded shares of Level 3 Communications Inc (NASDAQ: LVLT) to Neutral from Buy, as they believe the risks outweigh the rewards until the company can complete its integration and turn FCF positive.
• BT Group Plc (NYSE: BT) was downgraded to Equal Weight from Overweight at Lehman to reflect the company's slowing revenue growth.
• Bear downgraded Limited Brands Inc (NYSE: LTD) to Peer Perform from Outperform, citing the unfavorable macro backdrop, execution issues and management turnover.

OTHER DOWNGRADES:

• Societe Generale lowered its rating on GlaxoSmithKline Plc (NYSE: GSK) to Hold from Buy.
• Morgan Stanley downgraded Cox Radio Inc (NYSE: CXR) to Equal Weight from Overweight.
• UBS dropped Anglogold Ashanti Limited (NYSE: AU) to Neutral from Buy.

MOST NOTEWORTHY: Cisco Systems, Virgin Mobile and Polo Ralph Lauren were today's noteworthy downgrades:

• JP Morgan downgraded shares of Cisco Systems Inc (NASDAQ: CSCO) to Neutral from Overweight following its Q2 results, as they believe the company's international exposure is not enough to offset slowing in North America and Europe. Shares were also downgraded to Neutral from Outperform at Baird, citing the meaningful slowdown in fundamentals.
• Lehman downgraded Virgin Mobile USA Inc (NYSE: VM) to Equal Weight from Overweight based on reduced visibility following its Q4 report.
• Polo Ralph Lauren Corporation (NYSE: RL) was lowered to Hold from Buy at Citigroup, as they believe the company is facing fundamental challenges in key markets and a lack of visibility on the Japanese market. They see more upsideelsewhere.

OTHER DOWNGRADES:

• Bear Stearns downgraded BT Group Plc (NYSE: BT) to Peer Perform from Outperform.
• Think Equity lowered Napster Inc (NASDAQ: NAPS) to Accumulate from Buy.
• UBS downgraded Elbit Systems Ltd (NASDAQ: ESLT) to Neutral from Buy.

MOST NOTEWORTHY: Sonus Networks, Kenexa, Canadian Pacific, Applied Materials and Powerwave Tech were today's noteworthy upgrades:

• Merriman upgraded Sonus Networks (NASDAQ: SONS) to Neutral from Sell following its win at BT Group (NYSE: BT) for its ASX platform, which the firm believes endorses the company's technology.
  
• Cantor upgraded Kenexa (NASDAQ: KNXA) to Buy from Hold. The firm finds the stock being 40%+ off due to the 3Q weak earnings report as quite an overreaction and believes there is more than enough upside to advise buying shares. Management announced a 2M share buyback program.
  
• Shares of Canadian Pacific (NYSE: CP) was upgraded to Sector Outperformer from Sector Performer at CIBC, as they believe the strong Canadian Dollar and the delay in STB approval of the DM&E acquisition is priced into shares.
  
• Applied Materials (NASDAQ: AMAT) was upgraded to Outperform from Neutral at JP Morgan and to Buy from Hold at Citigroup; Citigroup expects capex revisions to start to reverse in mid-08 and views solar as a free option.
  
• Piper Jaffray raised its rating on Powerwave Technologies (NASDAQ: PWAV) to Outperform from Market Perform on valuation and seasonally strong Q4 capex trends.

OTHER UPGRADES:

• eBay (NASDAQ: EBAY) was upgraded to Outperform from Market Perform at Piper Jaffray.
  
• Morgan Joseph upgraded Perini (NYSE: PCR) to Buy from Hold and Shuffle Master (SHFL) to Hold from Sell.
  
• Goldman upgraded China Petroleum & Chemical Corp (NYSE: SNP) to Buy from Neutral.

MOST NOTEWORTHY: BT Group, Luminent Mortage, Cognos, Thor Industries and Watson Pharmaceuticals were today's noteworthy upgrades:

• ING Group upgraded shares of BT Group (NYSE: BT) to Hold from Sell to reflect the company's more stable revenue trend and improving cash flow generation.
  
• Deutsche Bank upgraded shares of Luminent Mortgage Capital (NYSE: LUM) to Hold from Sell, as they believe the company's portfolio is beginning to stabilize and its liquidity has improved.
  
• Goldman upgraded Cognos Inc (NASDAQ: COGN) to Buy from Neutral following its Q2 report.
  
• Thor Industries (NYSE: THO) was raised to Sector Perform from Underperform at RBC Capital Markets. The firm's checks indicate strengthening backlog and lower promotional spending.
  
• Roth Capital believes Watson Pharmaceuticals (NYSE: WPI) is about to enter a growth phase with Paul Bisaro at the helm and is positive on Silodosin potential. The firm upgraded shares to Buy from Hold.

OTHER UPGRADES:

• Bank of the Ozarks (NASDAQ: OZRK) was upgraded to Buy from Neutral at B. Riley.
  
• Bear upgraded Harman International (NYSE: HAR) to Outperform from Market Perform.
  
• Goldman upgraded Packagaing Corporation (NYSE: PKG) and Smurfit-Stone Container (NASDAQ: SSCC) to Buy from Neutral.
  
• Friedman Billings raised Conseco Inc (NYSE: CNO) to Outperform from Market Perform.

MOST NOTEWORTHY: The ethanol sector, BT Group, AMR Corp and Kyphon were today's noteworthy downgrades:

• Friedman Billings downgraded Aventine Renewable Energy (NYSE: AVR) and Pacific Ethanol Inc (NASDAQ: PEIX) to Underperform and VeraSun Energy Corporation (NYSE: VSE) was downgraded to Market Perform from Outperform. The firm said the ethanol market has become increasingly challenging as spot market prices have declined by 30% in the past few months and expect pressure to remain through 2008 as the industry's growing pains continue.
  
• Morgan Stanley downgraded shares of BT Group (NYSE: BT) to Underweight from Equal Weight on valuation and regulation uncertainty ahead of Ofcom's first consultation document next week.
  
• AMR Corporation (NYSE: AMR) was downgraded to Sell from Neutral at Goldman to reflect the company's U.S. exposure as they expect the U.S. economy to slow.
  
• Banc of America downgraded shares of Kyphon Inc (NASDAQ: KYPH) to Neutral from Buy on valuation as the spread on the acquisition by Medtronic Inc (NYSE: MDT) has now narrowed.

OTHER DOWNGRADES:

• Pepsi Bottling Group Inc (NYSE: PBG) was downgraded to Market Perform from Outperform at Bernstein.
  
• Oppenheimer downgraded Signature Bank (NASDAQ: SBNY) to Neutral from Buy.
  
• ThinkEquity downgraded BioCryst Pharmaceuticals (NASDAQ: BCRX) to Accumulate from Buy.
  
• Merrill Lynch downgraded Luxottica Group (NYSE: LUX) to Neutral from Buy.

MOST NOTEWORTHY: Motorola (MOT), SanDisk (SNDK), Time Warner (TWX), Schering-Plough (SGP), GlaxoSmithKline (GSK) and Openwave Systems (OPWV) were some of today's noteworthy upgrades:

• Deutsche Bank believes the worst is over for Motorola (NYSE: MOT) and expects an improvement in growth over the next several quarters, upgrading shares to Buy from Hold.

• CIBC upgraded shares of SanDisk (NASDAQ: SNDK) to Sector Outperformer from Sector Performer following checks that indicate NAND supply is being allocated, visibility is improving, and SanDisk positioning is strengthening.

• Pali Capital raised Time Warner (NYSE: TWX) shares to Buy from Neutral as they believe the "valuation has become too attractive to ignore."

• JP Morgan upgraded Schering-Plough (NYSE: SGP) and GlaxoSmithKline (NYSE: GSK) to Neutral from Underweight based on valuation.

• CIBC upgraded Openwave Systems (NASDAQ: OPWV) to Sector Performer from Sector Underperformer believing the Street's expectations are now in line with expectations, limiting downside potential at these levels...

OTHER UPGRADES:

• Merrill upgraded BT Group (NYSE: BT) to Buy from Sell.

• JP Morgan assumed coverage of Arkansas Best (NASDAQ: ABFS) with a Neutral rating, up from an Underweight rating.

• AG Edwards upgraded UnitedHealth (NYSE: UNH) to Buy from Hold.

• Merrill upgraded Dean Foods (NYSE: DF) to Neutral from Sell.

• UBS upgraded Marvell Technology (NASDAQ: MRVL) to Buy from Neutral.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

The British newspaper, The Telegraph, reported rumors over the weekend that Yahoo! (NASDAQ: YHOO) may be taking another run at purchasing the social networking site Bebo, for as much as $1 billion. Bebo, launched in 2005, has become the MySpace of the U.K., with a reported 25 million members, mostly young people.

News Corp (NYSE: NWS) bought the 500 pound gorilla of social networking, MySpace, and its 100 million members for a paltry $580 million in 2005. That's $5.80 per member, compared to $40 per member in the conjectured Yahoo! deal. Ouch.

Bebo has been the subject of speculation for the past year, and is rumored to have fended off offers from BT Group plc (NYSE: BT) and Viacom (NYSE: VIA). The site can afford to wait, as it has access to capital, via backing from Benchmark Capital.

Last year, Yahoo! offered $1 billion for another popular site, Facebook, but was rejected. The Telegraph reported that a Bebo co-founder would prefer to take the site public. I think, though, that by taking the time to prepare an IPO, Bebo runs the risk of missing out on the gold rush currently taking place. I hesitate to use the word bubble, but with billion-dollar deals a daily occurrence, and the fickleness of the consumer in this market, the time may never be better for the founders to cash in.

Yahoo, on the other hand, has been all too quiet while its competitors glom onto properties, and I expect it to pull the trigger on a newsworthy acquisition soon.

MAJOR PAPERS:

• According to the Wall Street Journal's (subscription required) "Heard on the Street" column, Clear Channel Communicationss Inc's (NYSE: CCU) CEO, Mark Mays, is starting to sound desperate, afraid that shareholders would vote against a $26B takeover of Clear Channel by two private equity firms. Many investors have written off the vote's chances of success, as it needs 2/3 approval, unless a higher bid emerges.
• The Financial Times (subscription required) reported that Cisco Systems Inc (NASDAQ: CSCO) and IBM Corporation (NYSE: IBM) will today announce a partnership to develop software that combines voice, instant messaging and other communications services.
• Barron's Online's (subscription required) "Weekday Trader" feels that Dell Inc (NASDAQ: DELL), Nokia Corporation (NYSE: NOK) and Activision Inc (NASDAQ: ATVI) shares haven't reflected the companies' improving prospects.

OTHER PAPERS:

• The Telegraph reported that Aston Martin, which is owned by Ford Motor Company (NYSE: F), will be sold by the end of the week for an estimated GBP500M. The sale will go to a consortium of business interests from the U.S. and the Middle East, headed by Prodrive founder and owner David Richards.
• According to Polymerupdate.com (subscription required), citing an industry source, Koch Industries and the Blackstone Group are planning to team up to launch a bid for General Electric Company's (NYSE: GE) GE Plastics unit.
• The U.K. Times reported that BT Group plc ADR (NYSE: BT) rose yesterday on the London Stock Exchange on rumors that a private equity group was considering a leveraged buyout of the telecom company.
• Investor's Business Daily's "The New America" column mentioned steel giant United States Steel Corporation (NYSE: X) positively.