MOST NOTEWORTHY: Hershey Foods, Cognos, Resmed and Artes Medical were today's noteworthy downgrades:

• Hershey (NYSE: HSY) was downgraded to Underperform from Peer Perform at Bear Stearns. Bear believes the new CEO will be under intense pressure to improve operating performance, which will likely lead to higher R&D and marketing spending.
  
• Cognos (NASDAQ: COGN) was downgraded to Equal Weight from Overweight at Morgan Stanley following the acquisition by IBM (NYSE: IBM).
  
• ABN Amro lowered its rating on Resmed (NYSE: RMD) to Hold from Buy on valuation following the recent rally.
  
• Cowen downgraded Artes Medical (NASDAQ: ARTE) to Neutral from Buy following the company's disappointing Q3 report.

OTHER DOWNGRADES:

• Merrill downgraded Target (NYSE: TGT) to Neutral from Buy.
  
• Goldman downgraded Gatehouse Media (NYSE: GHS) and NewStar Financial (NASDAQ: NEWS) to Neutral from Buy.
  
• Bernstein downgraded Rio Tinto (NYSE: RTP) to Market Perform from Outperform.

MOST NOTEWORTHY: Cognos, MSC Industrial Direct, Fastenal Company, Royal Kpn and Koppers Holdings were today's noteworthy downgrades:

• Cognos (NASDAQ: COGN) was downgraded to Neutral from Buy at Goldman and at Broadpoint following the acquisition by IBM (NYSE: IBM).
  
• Baird downgraded MSC Industrial Direct (NYSE: MSM) and Fastenal Company (NASDAQ: FAST) to Neutral from Outperform, as they expect the difficult U.S. manufacturing environment to constrain shares.
  
• Credit Suisse lowered its rating on Royal Kpn (NYSE: KPN) to Neutral from Outperform based on Getronics integration risk and slowing mobile earnings momentum.
  
• Koppers Holdings (NYSE: KOP) was downgraded to Buy from Aggressive Buy at KeyBanc based on valuation and concerns on 1H08 comps.

OTHER DOWNGRADES:

• Goldman removed Foster Wheeler (NASDAQ: FWLT) from its Conviction Buy List.
  
• Gabelli downgraded shares of Constellation Brands (NYSE: STZ) to Sell from Buy.
  
• Stifel lowered its rating on Amerigroup (NYSE: AGP) to Hold from Buy.

International Business Machines Corp. (NYSE: IBM) announced today that it would buy Canadian business-software maker Cognos Inc. (NASDAQ: COGN) for $4.9 billion. The deal would enable IBM to deliver new business insights to a wider set of people across an organization, the company said in a statement. Usually when a company makes an acquisition like this one, its stock drops by at least a little bit. IBM is higher today on this news, which signals investors think this deal was a bargain and good for IBM. If you think that the company won't fall by too much in the coming months, then now could be a good time to look at a bullish hedged trade on IBM.

After hitting a one-year high of $121.46 in October, the stock has fallen off a bit over the past month. IBM opened this morning at $101.89. So far today the stock has hit a low of $100.70 and a high of $102.66. As of 10:50, IBM is trading at $102.51, up $2.26 (2.2%). The chart for IBM looks neutral and improving slightly, while S&P gives the stock its highest 5 STARS (out of 5) strong buy rating.

In the pre-market, Cognos (NASDAQ: COGN) is up almost 8% on news that it is being bought for $5 billion by IBM (NYSE: IBM).

E*Trade (NASDAQ: ETFC) is off 28% on Friday news that it is facing considerable write-downs in the next quarter.

British banking giant Barclays (NYSE: BCS) is up almost 4% after denying that it could face another $10 billion in write-downs.

Stocks trading in the pre-market may open at different prices for the regular session.

Douglas A. McIntyre is an editor at 247wallst.com

IBM (NYSE: IBM) announced that it will buy business intelligence firm Cognos (NASDAQ: COGN) for about $5 billion in cash, or $58 a share. The company currently trades at about $52.

In its press release, IBM said, "The acquisition of Cognos supports IBM's Information on Demand strategy, a cross-company initiative announced on February 16, 2006 that combines IBM's strength in information integration, content and data management and business consulting services to unlock the business value of information."

As hardware fades as IBM's big revenue platform, software and consulting services must replace it. The market may see more of these deals.

Douglas A. McIntyre is an editor at 247wallst.com.

MOST NOTEWORTHY: Royal Dutch Shell, Citigroup, American Financial and Cognos were today's noteworthy downgrades:

• Credit Suisse downgraded shares of Royal Dutch Shell (NYSE: RDS.A) to Neutral from Outperform based on valuation as analyst estimates now look about right, removing a potential catalyst.
  
• Banc of America downgraded shares of Citigroup (NYSE: C) to Neutral from Buy and lowered their target to $39 from $45 given the eroding confidence in the company's earnings and book value.
  
• American Financial (NYSE: AFR) was downgraded to Neutral from Buy at UBS and to Market Perform from Outperform at Friedman Billings following its acquisition by Gramercy Capital Corp (NYSE: GKK).
  
• CIBC downgraded Cognos (NASDAQ: COGN) to Sector Performer from Outperformer based on takeover valuation premium and FX headwinds.

OTHER DOWNGRADES:

• Goldman removed Microsoft (NASDAQ: MSFT) from its Conviction Buy List.
  
• Merrill downgraded AMBAC Financial (NYSE: ABK) to Neutral from Buy.
  
• Morgan Stanley downgraded the hardlines and softlines retail sectors to Cautious from In Line; the firm also downgraded Bed Bath & Beyond (NASDAQ: BBBY) to Equal Weight from Overweight and Nordstrom (NYSE: JWN) to Underweight from Equal Weight.

MOST NOTEWORTHY: Coca-Cola, PepsiCo, Business Objects, Cognos and Cooper Companies were today's noteworthy downgrades:

• Deutsche Bank downgraded Coca-Cola Company (NYSE: KO) and PepsiCo (NYSE: PEP) to Hold from Buy on valuation, as they believe shares reflect prospects for growth.
  
• Business Objects (NASDAQ: BOBJ) was downgraded to Neutral from Buy at UBS following the acquisition by SAP AG (NYSE: SAP) and to Hold from Buy at Jefferies, as the firm finds the acquisition price fair and does not expect a counter-bid. Soleil believes the SAP offer is reflected in the stock price, and downgraded Business Objects to Hold from Buy.
  
• Roth Capital downgraded shares of Cognos (NASDAQ: COGN) to Hold from Buy based on recent share appreciation as shares capture a vast majority of a potential takeover bid; Goldman downgraded shares to Neutral from Buy and Jefferies downgraded shares to Hold from Buy on valuation.
  
• JP Morgan lowered shares of Cooper Companies (NYSE: COO) to Underweight from Neutral. The firm believes Street estimates are too high given a negative mix shift in the company's contact lens business, which could lead to a FY08 EPS shortfall.

OTHER DOWNGRADES:

• Goldman downgraded JetBlue Airways (NASDAQ: JBLU) to Neutral from Buy.
  
• Elizabeth Arden (NASDAQ: RDEN) was downgraded to Neutral from Buy at SunTrust.
  
• UBS downgraded Healthcare REITs to Market Weight from Overweight. UBS downgraded Health Care REIT (NYSE: HCN) and Ventas (NYSE: VTR) to Neutral from Buy and Omega Healthcare (NYSE: OHI) to Sell 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: Applix, Time Warner, Apple and Level 3 Communications were today's noteworthy downgrades:

• Applix Inc (NASDAQ: APLX) was downgraded to Neutral from Buy at First Albany and SunTrust Robinson Humphrey following the acquisition by Cognos Inc (NASDAQ: COGN).
• Time Warner Inc (NYSE: TWX) was downgrade to Neutral from Buy at Pali Capital. The firm has lost faith in Time Warner's executive management team and Board of Directors and feels the outlook for AOL is concerning.
• Gabelli downgraded Apple Inc (NASDAQ: AAPL) shares to Hold from Buy on iPhone concerns and valuation as they view the iPhone price cut as an indication that sales are not living up to management's expectations.
• Buckingham Research downgraded shares of Level 3 Communications Inc (NASDAQ: LVLT) to Underperform from Neutral citing deterioration in demand for some key products.

OTHER DOWNGRADES:

• SL Green Realty (NYSE: SLG) was downgraded to Equal Weight from Overweight at Lehman Brothers.
• Citigroup downgraded shares of Volkswagen AG (OTC: VLKAY) to Sell from Hold.
• Zumiez Inc (NASDAQ: ZUMZ) was downgraded to Market Perform from Outperform at Morgan Keegan.
  
• JP Morgan downgraded Northeast Utilities (NYSE: NU) to Neutral from Overweight.
• Goldman Sachs downgraded Radiation Therapy Services Inc (NASDAQ: RTSX) to Neutral from Buy.

MOST NOTEWORTHY: Refiners, MasTec, Cognos, Forest Labs and Reuters Group were today's noteworthy upgrades:

• Bernstein upgraded shares of Marathon Oil Corporation (NYSE: MRO), Tesoro Corporation (NYSE: TSO), Sunoco Incorporated (NYSE: SUN) and Valero Energy Corporation (NYSE: VLO) to Market Perform from Underperform.
• MasTec Incorporated (NYSE: MTZ) was upgraded to Buy from Accumulate at Think Equity and to Buy from Hold at SMH Capital on valuation following yesterday's sell-off.
• JP Morgan upgraded shares of Cognos Incorporated (NASDAQ: COGN) to Overweight from Neutral citing solid end demand, expanded sales capacity, indications that C8 adoption should see an uptick, and the Applix Inc (NASDAQ: APLX) acquisition.
• Forest Laboratories Inc (NYSE: FRX) was upgraded to Buy from Hold at Jefferies, as the firm believes Forest's victory in the Lexapro patent case eliminates a major overhang and returns the focus to the company's pipeline.
• Lehman upgraded shares of Reuters Group (NASDAQ: RTRSY) to Overweight from Equal Weight to reflect benefits from the company's merger with Thomson Corporation (NYSE: TOC).

OTHER UPGRADES:

• UBS upgraded shares of General Mills Inc (NYSE: GIS) to Buy from Neutral.
• Thornburg Mortgage (NYSE: TMA) was upgraded to Sector Perform from Underperform at RBC Capital Markets.
• CIBC World Markets upgraded EDO Corporation (NYSE: EDO) to Sector Outperformer from Sector Performer.
• Bernstein upgraded shares of Rio Tinto (NYSE: RTP) to Outperform from Market Perform and shares of Anglo American (NASDAQ: AAUK) to Market Perform from Underperform.

MOST NOTEWORTHY: Wilshire Bancorp (WIBC), American Express (AXP), AMR Corp (AMR), Delta Air Lines (DAL) and UAL Corp (UAUA) were some of today's noteworthy upgrades:

• Friedman Billings upgraded shares of Wilshire Bancorp (NASDAQ: WIBC) to Market Perform from Underperform based on valuation.

• Goldman Sachs upgraded shares of American Express (NYSE: AXP) to Buy from Neutral as they believe American's network business is undervalued.

• UBS upgraded AMR Corp (NYSE: AMR), Delta Air Lines (NYSE: DAL) and UAL Corp (NASDAQ: UAUA) to Neutral from Reduce saying the capacity cuts bode well for industry pricing...

OTHER UPGRADES:

• Wachovia raised Orbital Sciences (NYSE: ORB) to Outperform from Market Perform.

• Cognos Inc (NASDAQ: COGN) was raised to Strong Buy from Outperform at JMP Securities.

• Deutsche Bank upgraded PetroChina Co Ltd (NYSE: PTR) to Buy from Hold.

• JP Morgan upgraded Lear Corp (NYSE: LEA) to Overweight from Neutral.

• Matrix USA raised Marriot International (NYSE: MAR) to Buy from Hold.

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

MOST NOTEWORTHY: Select theater stocks, Equity Inns (ENN), Talbots (TLB) and Starbucks (SBUX) filled today's noteworthy downgrade segment:

• Banc of America said summer blockbusters have fallen off faster than they expected and there are fewer mid-tier films to support growth:

• The firm downgraded Carmike Cinemas (NASDAQ: CKEC), Cinemark Holdings (NYSE: CNK) and Regal Entertainment Group (NYSE: RGC) to Neutral from Buy.

• Equity Inns (NYSE: ENN) was cut to Sell from Hold at AG Edwards after the Whitehall acquisition. JMP Securities and Friedman Billings cut shares to Market Perform from Outperform and KeyBanc downgraded Equity Inns to Hold from Buy.

• Matrix USA downgraded Talbots (NYSE: TLB) to Sell from Hold based on the eroding return of capital because of the company using capital to acquire and open new stores. Friedman Billings downgraded shares of

• Starbucks (NASDAQ: SBUX) to Market Perform from Outperform and removed the company from their FBR Top Picks list on expectations that 2H07 same-store sales will no longer improve, removing a catalyst...

OTHER DOWNGRADES:

• Fairchild Semiconductor (NYSE: FCS) was cut to Market Perform from Outperform at Piper.

• Abercrombie & Fitch (NYSE: ANF) was downgraded to Equal Weight from Overweight at Lehman.

• UBS downgraded Big 5 Sporting Goods Corp (NASDAQ: BGFV) to Neutral from Buy.

• Banc of America downgraded Cognos (NASDAQ: COGN) to Neutral from Buy.

• Roth downgraded Fuel Tech Inc (NASDAQ: FTEK) to Hold from Buy.

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

MOST NOTEWORTHY: MGM Mirage (MGM), USA Truck, Inc (USAK), Knightsbridge Tankers Ltd (VLCCF), Monolithic Power Systems, Inc (MPWR) and Stanley, Inc (SXE) topped out today's noteworthy upgrade list:

• Prudential upgraded shares of MGM Mirage (NYSE: MGM) to Overweight from Neutral on valuation, as the firm believes the recent weakness presents a buying opportunity.

• USA Truck Inc (NASDAQ: USAK) was raised to Equal Weight from Underweight at Stephens based on valuation.

• Jefferies upgraded shares of Knightsbridge Tankers Ltd (NASDAQ: VLCCF) to Hold from Underperform to reflect the company's five vessels now operating on long-term time charter contracts and its recent entry into the dry bulk shipping sector.

• Monolithic Power (NASDAQ: MPWR) was upgraded to Buy from Hold at Deutsche Bank following its patent win case against O2Micro International Ltd (OIIM).

• Wachovia upgraded Stanley Inc (NYSE: SXE) to Outperform from Market Perform based on its strong Q4 report and guidance...

OTHER UPGRADES:

• Cognos Inc (NASDAQ: COGN) was upgraded to Outperform from Sector Perform at Pacific Crest.

• Riverbed Technology, Inc (NASDAQ: RVBD) was raised to Overweight from Market Weight at Thomas Weisel.

• Stifel upgraded Priceline.com Inc (NASDAQ: PCLN) to Buy from Hold.

• Barrington raised X-Rite, Inc (NASDAQ: XRIT) To Outperform from Market Perform.

• Morgan Stanley raised Principal Financial Group Inc (NYSE: PFG) to Equal Weight from Underweight.

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

MOST NOTEWORTHY: Brinker International Inc (EAT), National Semiconductor Corp (NSM), and three select transportation stocks were today's more notable upgrades:

• UBS upgraded Brinker International Inc (NYSE: EAT) to Buy from Neutral with a $38 target, citing valuation following the recent sell-off.

• National Semiconductor Corp (NYSE: NSM) was upgraded to Accumulate from Source of Funds with a $28 target at ThinkEquity, following the company's Q3 report and guidance.

• Three transportation companies were upgraded at Stifel: Con-Way Inc (NYSE: CNW), FedEx Corp (NYSE: FDX) and Universal Truckload Services Inc (NASDAQ: UACL) were upgraded to Buy from Hold to reflect attractive valuations.

OTHER UPGRADES:

• Credit Suisse upgraded Office Depot, Inc (NYSE: ODP) to Outperform from Neutral.

• JMP Securities upgraded Texas Instruments Inc (NYSE: TXN) to Market Outperform from Market Perform ahead of the mid-quarter upgrade. Texas Instruments was also upgraded to Buy from Hold at Stifel.

• Calyon Securities upgraded Halliburton Co (NASDAQ: HAL) to Add from Neutral on valuation.

• Bernstein upgraded Charles Schwab Corp (NASDAQ: SCHW) to Outperform from Market Perform.

• BMO Capital Markets upgraded Cognos Inc (NASDAQ: COGN) to Outperform from Market Perform. BMO believes Cognos will receive additional business due to Oracle Corp's (NASDAQ: ORCL) acquisition of Hyperion Solutions Corp (NASDAQ: HYSL) and also see a greater chance that Cognos itself could be acquired.

• Cowen upgraded King Pharmaceuticals (NYSE: KG) to Neutral from Underperform citing Skelaxin's new label approval, which likely delays a generic.

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

As Tom Taulli wrote earlier, Oracle Corp. (NASDAQ:ORCL) announced its intention to buy Hyperion Solutions Corp. (NASDAQ:HYSL) for $3.3 billion this morning. This will of course trigger speculation that the other two key players in the business intelligence space will go the same route. The players are French-based Business Objects (NASDAQ:BOBJ) and Canada-based Cognos Inc. (NASDAQ:COGN). The bottom line is that all three companies have been in play and facing buy-out rumors for the last three years. The only problem was they could not capture an enhanced valuation until they demonstrated real growth -- top and bottom line.

But what does this signal for Oracle? Oracle is the undisputed worldwide leader in database products. All competitors in the database field are dwarfed by Oracle. The operating margins for Oracle in pure database sales is north of 40%.

However, two problems have emerged for the company these past 4-5 years: 1) Its internally developed applications software has been a disaster, forcing Oracle to purchase Seibel Systems and PeopleSoft. 2) Database margins are being scrutinized by the customer base.