MOST NOTEWORTHY: Diebold, EOG Resources and Barnes & Noble were today's noteworthy downgrades:

• Jefferies downgraded shares of Diebold (NYSE: DBD) to Hold from Buy on valuation following United Tech's (NYSE: UTX) offer, as they do not see enough upside over the near-term to maintain a Buy rating.
• Oppenheimer cut EOG Resources (NYSE: EOG) to Underperform from Perform on valuation, as they think the 20% run-up post analyst meeting was unjustified.
• Barnes & Noble (NYSE: BKS) was lowered to Underweight from Neutral at JP Morgan, as they believe Street SSS expectations are too high given slowing sales and secular margin pressure.

OTHER DOWNGRADES:

• Lehman downgraded ConocoPhillips (NYSE: COP) to Equal Weight from Overweight. Credit Suisse downgraded Deerfield Triarc Capital (NYSE: DFR) to Neutral from Outperform.
• Best Buy (NYSE: BBY) was downgraded to Neutral from Buy at Banc of America.

Diebold (NYSE: DBD) is up 64% on a takeover offer from United Technologies (NYSE: UTX).

Northrop Grumman (NYSE: NOC) is up 6% on news that it won a major military contract for jet tankers.

Boeing (NYSE: BA) is downover 4% on the loss of the jet tanker contract.

Force Protection (NASDAQ: FRPT) is off 20% on news that it will have to restate part of its 2007 earnings.

Deerfield Capital (NYSE: DFR) is off 14% on poor earnings.

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