MOST NOTEWORTHY: ComScore, Duke Realty, Nordstrom and Sun Healthcare were among today's noteworthy upgrades:

• ComScore (NASDAQ: SCOR) was upgraded to Outperform from Perform at Oppenheimer to reflect the strong Q1 report and strong customer additions.
  
• Duke Realty (NYSE: DRE) was upgraded to Outperform from Market Perform at Wachovia upgraded based on valuation.
  
• Nordstrom (NYSE: JWN) was upgraded to Outperform from Neutral at Credit Suisse.
  
• Sun Healthcare (NASDAQ: SUNH) was upgraded to Outperform from Market Perform at Friedman Billings based on valuation and notes the Medicare rate cuts will be as drastic as feared.

OTHER UPGRADES:

• MedAssets (NASDAQ: MDAS) was upgraded to Buy from Neutral at Piper, which thinks the company's acquisition of Accuro will strengthen its revenue cycle management offering, and the firm believes the tight credit markets make the company's MedAssets a compelling product in the short-term. In addition, Piper notes that the company has recently had success with large hospital systems.
  
• Jones Apparel (NYSE: JNY) was upgraded to Buy from Neutral at Merrill citing sales expectations for the l.e.i. brand at Wal-Mart (NYSE: WMT) and margin improvements from leaner inventories.
  
• Affiliated Computer (NYSE: ACS) was upgraded to Buy from Hold at Jefferies based on valuation and expectations for better bookings.

MOST NOTEWORTHY: Radian Group (RDN), Heelys (HLYS), Sonus Networks (SONS), Leap Wireless (LEAP) and MetroPCS (PCS) were today's noteworthy downgrades:

• Radian Group (NYSE: RDN) was downgraded to Hold from Buy with a $23 target at Citigroup on concerns over the company's potential merger with MGIC Investment (MTG).

• Heelys (NASDAQ: HLYS) was downgraded to Neutral from Outperform at Baird, to Hold from Buy at Brean Murray, to Neutral from Overweight at JP Morgan, to Sector Performer from Outperformer at CIBC and to Market Perform from Outperform at Wachovia following the company's FY07 guidance which was well below the consensus.

• Sonus Networks (NASDAQ: SONS) was downgraded to Sell from Neutral at Merriman, as the firm believes there are a number of concerns that are not reflected in shares, including a flat N-T revenue outlook, a cut in 700bp in gross margins and a sharp uptick in receivable days, among other things.

• LeapWireless (NASDAQ: LEAP) and MetroPCS were both downgraded to Hold from Buy at Citigroup, as they believe the break in subscriber momentum will last for 6-9 months. Wachovia downgraded Leap Wireless to Market Perform from Outperform citing mixed Q2 results and weak Q3 guidance.

OTHER DOWNGRADES:

• UBS removed Coca-Cola (NYSE: KO) and Coach (NYSE: COH) from its Strategic Stock Selection List.

• Jones Apparel (NYSE: JNY) was downgraded to Sell from Neutral at Merrill Lynch.

• CBRE Realty (NYSE: CBF) and Dick's Sporting Goods (NYSE: DKS) were downgraded to Hold from Buy at Citigroup.

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

MOST NOTEWORTHY: British Airways (BAIRY), Symantec (SYMC), OfficeMax (OMX), Qwest (Q) and Metlife (MET) were today's noteworthy upgrades:

• ABN Amro upgraded British Airways (OTC: BAIRY) to Hold from Sell on valuation.

• Friedman Billings believes Symantec's (NASDAQ: SYMC) fundamentals are about to show significant improvement over the next year and upgraded shares to Outperform from Market Perform.

• JP Morgan raised OfficeMax (NYSE: OMX) shares to Overweight from Neutral on valuation.

• Qwest (NYSE: Q) was upgraded to Sector Outperformer from Sector Performer, expecting revenue growth to be driven by the improving enterprise business. JP Morgan added Qwest to its Focus List.
  

• Metlife (NYSE: MET) was upgraded to Buy from Neutral at Merrill, based on valuation...
  

OTHER UPGRADES:

• ValueClick (NASDAQ: VCLK) was upgraded to Sector Perform from Underperform at Pacific Crest.

• Penn West (NYSE: PWE) was upgraded to Sector Perform from Underperform at RBC Capital.

• Friedman Billings upgraded Cubic (AMEX: CUB) to Market Perform from Underperform.

• Morgan Stanley upgraded shares of Jones Apparel (NYSE: JNY) to Equal Weight from Underweight.

• Broadcom (NASDAQ: BRCM) was raised to Sector Outperformer from Sector Performer at CIBC.

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

The market spent most of the day in the red, but shot up in the last hour to close in the green. The NYSE had volume of 4.1 billion shares with 1,398 shares advancing while 1,906 declined for a gain of 18.55 points to close at 9,573.05. On the NASDAQ, 2.9 billion shares traded, 1,263 advanced and 1,810 declined for a gain of 7.6 to 2,553.87.

Jones Apparel Group (NYSE: JNY) plummeted $3.10 (-12%) to $21.86 after a second quarter net loss. Chipotle Mexican Grill (NYSE: CMG) rose $10.85 (12%) to $99.19 as second quarter profit doubled. Trump Entertainment Resorts (NASDAQ: TRMP) lost $0.48 (-7%) to $6.22. OfficeMax Incorporated (NYSE: OMX) gained $2.23 (7%) to $35.11 on a small increase in net profit.

In options there were 9.0 million puts and 7.2 million calls traded for a put/call open interest ratio of 1.25. Bristol-Myers Squibb (NYSE: BMY) saw heavy volume on the December 32.50 calls (BMYLZ) with over 52,000 options trading. ALCOA Inc. (NYSE: AA) saw heavy volume on the August 47.50 calls (AAHW) with over 35,000 options trading. Valero Energy (NYSE: VLO) saw heavy volume on the August 75 calls (ZPYHO) with over 34,000 options trading. General Motors Corp. (NYSE: GM) saw heavy volume on the September 32.50 puts (GMUZ) with over 53,000 options trading.

The CBOE S&P 500 Volatility Index (NASDAQ: $VIX) saw heavy volume on the August 25 calls (VIXHE) with over 55,000 options trading. The CBOE Volatility Index is a measure of option volatility and effectively a fear index of the market. The VIX jumped from 15.00 area in the beginning of July to a recent reading of 23.67 (see chart). The index being up indicates that there is still fear in the market. The heavy call option activity at the 25 strike represents a bet that fear will increase or a large insurance policy against further market downturns.

Kevin Kersten is an Options Analyst with InvestorsObserver.com. Disclosure note: Mr. Kersten owns and or controls a diversified portfolio of long and short positions that may include holdings in companies he writes about.

Yesterday's unsolicited non-binding proposal for $900 million from Fast Retailing to purchase Barneys increases the likelihood that private equity will revisit Jones Apparel Group Inc (NYSE: JNY). In 2006, Jones explored the private equity route but found the offers unattractive.

However, receiving a huge sum for Barneys, the once-bankrupt retailer, might change that. Jones has a $3.1 billion market cap and is expected to generate $431 million in 2007 EBITDA and $447 million in 2008 EBITDA, with much of that being free cash flow.

Trading at 7.7x and 7.5x enterprise value-to-EBITDA according to a Goldman Sachs report released yesterday, this deal that can get financing if private equity offers a 10 to 20% premium.

Jones has good management and good cash flow and provides a very attractive trading opportunity for investors with the stock having dropped from $34 to $28 the past few months. The retailer should be able to receive in the low-to-mid $30s when adjustments are made for the Barneys sale.

Jones looks to me like a good risk-reward trade with not much downside and good upside appreciation.

It's possible that Istithmar, the private-equity arm of the Dubai government, is grimacing today, after news of a higher bid for Jones Apparel Group Inc's (NYSE: JNY) Barneys New York unit surfaced. Under the terms of their agreement, Jones is allowed to weigh other offers for the Barneys unit until July 22 and can explore bids for the entire company through August 11. Jones said Thursday it received an unsolicited bid from Japanese clothing company Fast Retailing Co Ltd to acquire Barneys for $900 million. That's a 9% premium over Istithmar's $825 million offer.

Fast Retailing, which owns stores in more than 12 countries, says owning Barneys New York would increase its market diversification and boost its revenue. The company recently expanded its Uniqlo casual clothing into the U.S., and said last year it would target the U.S. retail market for acquisitions. Fast Retailing sees "potential top-line synergies" in buying Barneys.

For Jones, though, analysts believe the upscale unit has allowed Jones to "lessen its dependence on selling its wholesale lines to department stores." Should Jones decide to break up the in-place deal with Istithmar, it will have to pay Dubai a $20.6 million breakup fee, or $22.7 million if terminated after July 22. So far, however, the deal is still on the table.

Either way, a purchase of Barneys would show the increasing desire for upscale retail, and the increasing desire of companies from countries like Dubai and Japan to further expand into the U.S. market.

Don't feel too badly for Istithmar if their Barneys deal falls through. The firm also reportedly has interests in clothing retailer Loehmann's Holdings, various commercial buildings in New York and London, and investment bank Perella Weinberg Partners.

MOST NOTEWORTHY: Tektronix, Inc (TEK), GameStop Corp (GME) PrivateBancorp, Inc (PVTB), Quebecor World Inc (IQW) and CheckFree Corp (CKFR) were today's more noteworthy upgrades:

• JP Morgan upgraded shares of Tektronix (NYSE: TEK) to Overweight from Underweight citing improving sector fundamentals.

• JP Morgan also raised GameStop (NYSE: GME) to Overweight from Neutral based on the May sales data.

• Oppenheimer upgraded PrivateBancorp (NASDAQ: PVTB) to Neutral from Sell based on valuation.

• BMO Capital raised Quebecor World (NYSE: IQW) to Market Perform from Underperform on valuation.

• CheckFree (NASDAQ: CKFR) was assumed with a Sector Outperformer from Sector Performer at CIBC citing a favorable risk/reward, solid secular underlying trends, and overblown concerns for its rating...

OTHER UPGRADES:

• Symantec Corp (NASDAQ: SYMC) was upgraded to Buy from Neutral at Goldman.

• Ingersoll-Rand Co Ltd (NYSE: IR) was raised to Outperform from Peer Perform at Bear Stearns.

• ThinkEquity upgraded shares of Jones Soda Co (NASDAQ: JSDA) to Buy from Accumulate.

• BB&T upgraded Pacific Sunwear of California (NASDAQ: PSUN) to Buy from Hold.

• Goldman added Cigna Corp (NYSE: CI) to its America's Conviction List.

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

MAJOR PAPERS:

• William Ackman's Pershing Square Capital Management, whose firms holds about 15% of Ceridian Corporation (NYSE: CEN), doesn't like the proposed $5.3B sale of the company to Thomas H. Lee Partners and Fidelity National Financial Inc (NYSE: FNF), and says he's going to find higher bidders, according to the Wall Street Journal.
• The Financial Times reported that British bank Barclays PLC (NYSE: BCS) has drawn up plans to sweeten its $86B all-share offer for Dutch bank ABN Amro Holdings (NYSE: ABN), by substituting cash for some of the shares it is currently offering for ABN.
• Beginning today, Apple Inc (NASDAQ: AAPL) is embedding its iTunes internet music download service in the British and Irish social networking site Bebo, reported the Financial Times.

OTHER PAPERS:

• The New York Post has learned that a private-equity firm owned by the Dubai government is close to buying Barneys New York from the Jones Apparel Group (NYSE: JNY).
• The New York Times reported that the Wall Street Journal is set to "shake up its newsroom" by reassigning and replacing several top editors.
• Golf equipment maker Callaway Golf Company (NYSE: ELY) is suing Fortune Brands Inc.'s (NYSE: FO) Acushnet Co, for allegedly violating five Callaway patents for golf clubs, reported the Los Angeles Times.

MOST NOTEWORTHY: Restaurants, CB Richard Ellis Group Inc (NYSE: CBG) and Jones Lang LaSalle Incorporated (NYSE: JLL) were today's noteworthy initiations:

• Deutsche Bank initiated shares of McDonald's Corporation (NYSE: MCD) and Yum! Brands Inc (NYSE: YUM) with Buy ratings and a $61 target and $76 target, respectively, and shares of Panera Bread Company (NASDAQ: PNRA) and Chipotle Mexican Grill Inc (NYSE: CMG) with Hold ratings an a $54 target and $83 target, respectively.
• Wachovia initiated shares of CB Richard Ellis with an Outperform rating, as it views CBG as a compelling investment opportunity giving its leading position in the top real estate markets and breadth of services.
• Wachovia also initiated shares of Jones Lang LaSalle with an Outperform rating, as it expects JLL to benefit from international services given the increasing flow of real estate dollars across boarders and to less well developed regions of the globe.

OTHER INITIATIONS:

• Citigroup initiated shares of GameStop Corp (NYSE: GME) with a Buy rating and $46 target.
• Citigroup also initiated shares of The PNC Financial Services Group Inc (NYSE: PNC) with a Buy rating and $84 target.
• Soleil initiated shares of Salesforce.com Inc (NYSE: CRM) with a Buy rating and $50 target.
• Goldman Sachs initiated shares of 3M Company (NYSE: MMM) and LM Ericsson Telephone Company (NASDAQ: ERIC) with Neutral ratings.

MOST NOTEWORTHY: IBM Corp (IBM), Amazon.com, Inc (AMZN), Hewlett-Packard Co (HPQ), Universal Technical Institute (UTI) and 3Com Corp (COMS) were some of today's noteworthy upgrades:

• Goldman upgraded IBM Corp (NYSE: IBM) to Buy from Neutral to reflect the company's valuation creation moves, as the firm believes IBM's accelerated buyback program and pension expense reduction will be accretive to earnings.

• Despite ThinkEquity's belief that the company was faltering, Amazon.com (NASDAQ: AMZN) customers have grown in size and accelerated their purchases. The upgrade to Accumulate from Source of Funds was based on Amazon.com's increase of market share in core categories.

• AG Edwards upgraded Hewlett Packard (NYSE: HPQ) to Buy from Hold based on higher estimates, continued share gains and the evidence that HPQ has continued its cost cutting abilities.

• BMO Capital upgraded shares of Universal Technical Institute (NYSE: UTI) to Market Perform from Underperform following the company's Q1 results.

• 3Com (NASDAQ: COMS) was upgraded to Hold from Sell at Matrix USA based on the company's improving balance sheet ..

OTHER UPGRADES:

• Jefferies upgraded Lionbridge Technologies (NASDAQ: LIOX) to Buy from Hold.

• Bear Stearns raised Time Warner Telecom Inc (NASDAQ: TWTC) to Outperform from Peer Perform.

• Morgan Keegan upgraded Jones Apparel Group, Inc (NYSE: JNY) to Market Perform from Underperform and Bebe Stores, Inc (NASDAQ: BEBE) to Outperform from Market Perform.

• Prudential upgraded Alcan Inc (NYSE: AL) to Neutral from Underweight.

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

MOST NOTEWORTHY: Schering-Plough Corp (SGP), Jones Soda Co (JSDA), RealNetworks, Inc (RNWK), Westwood One, Inc (WON), and Darden Restaurants, Inc (DRI) were today's noteworthy upgrades:

• Prudential raised shares of Schering-Plough Corp (NYSE: SGP) to Overweight from Neutral to reflect management's activity on the deal front and recent data on the drug TRA.

• ThinkEquity upgraded shares of Jones Soda Co (NASDAQ: JSDA) to Accumulate from Source of Funds after disappointing Q1 results. The firm believes results will get better in FY07 as the canned soda roll-out continues and high fructose corn syrup inventory is depleted.

• RealNetworks Inc (NASDAQ: RNWK) was upgraded to Market Perform from Underperform at JP Morgan, citing valuation.

• Bear Stearns upgraded shares of Westwood One Inc (NYSE: WON) following reports the company hired UBS AG (UBS) to help find potential buyers.

• KeyBanc Capital markets raised Darden Restaurants (NYSE: DRI) to Buy from Hold based on accelerating same-store sales at Olive Garden.

OTHER UPGRADES:

• Bear Stearns raised Plantronics, Inc (NYSE: PLT) to Peer Perform from Underperform.

• SunTrust Robinson Humphrey upgraded Career Education Corp (NASDAQ: CECO) to Neutral from Reduce.

• Credit Suisse upped Estee Lauder Cos (NYSE: EL) to Outperform from Neutral.

• Needham upgraded shares of Andrew Corp (NASDAQ: ANDW) to Buy from Hold.

• Wedbush upgraded Crocs, Inc (NASDAQ: CROX) to Strong Buy from Buy with a $95 target.

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

MOST NOTEWORTHY: Pfizer Inc (PFE), Exxon Mobil Corp (XOM), ConocoPhillips (COP), Xerox Corp (XRX), and Amazon.com, Inc (AMZN) were some of today's noteworthy downgrades:

• Prudential downgraded shares of Pfizer Inc (NYSE: PFE) to Neutral from Overweight with a $29 target to reflect concerns about competition from generic medications and a lack of new products.

• Deutsche Bank cut both ExxonMobil Corp (NYSE: XOM) and ConocoPhillips (NYSE: COP) to Hold from Buy on valuation.

• Citigroup downgraded shares of Xerox Corp (NYSE: XRX) to Sell from Hold as the firm believes the acquisition of Global Systems could hurt profits in the short-term. The broker recommended trimming positions of Xerox on any strength.

• Amazon.com (NASDAQ: AMZN) was cut to Underperform from Market Perform at Piper Jaffray based on valuation...

OTHER DOWNGRADES:

• Stifel lowered its rating of Jones Soda Co (NASDAQ: JSDA) to Hold from Buy on valuation.

• Deutsche Bank downgraded shares of Chevron Corp (NYSE: CVX) to Sell from Hold based on valuation.

• CIBC downgraded shares of Coventry Health Care, Inc (NYSE: CVH) to Sector Performer from Outperformer on valuation.

• Needham downgraded Vertex Pharmaceuticals Inc (NASDAQ: VRTX) to Hold from Buy.

• Adtran, Inc (NASDAQ: ADTN) was cut to Sell from Hold at Brean Murray.

• JP Morgan removed Johnson Controls, Inc (NYSE: JCI) from its Focus List citing recent share strength.

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

MAJOR PAPERS:

• Vonage Holdings Corp (NYSE: VG) said bankruptcy is one of the potential risks from its continuing patent litigation with phone giant Verizon Communications Inc (NYSE: VZ), reported the Wall Street Journal.
• Blackstone Group is selling Extended Stay Hotels to Lightstone Group for $8B, which beat offers from Fortress Investment Group (NYSE: FIG) and Goldman Sachs Group Inc (NYSE: GS), according to the Wall Street Journal.
• The Wall Street Journal reported that other financial firms such as Countrywide Financial Corporation (NYSE: CFC), CIT Group Inc (NYSE: CIT), iStar Financial (NYSE: SFI), and KeyCorp (NYSE: KEY) may be in play after the sale of Sallie Mae (NYSE: SLM).

OTHER PAPERS:

• The Telegraph reported that General Electric Company (NYSE: GE) is looking to sell a natural gas power plant in the UK for an estimated GBP450M-GBP500M, with potential buyers including E.ON AG ADS (NYSE: EON) and Scottish Power ADS (NYSE: SPI).
• The New York Post has learned that Heather Pech, a senior Jones Apparel Group Inc (NYSE: JNY) executive that headed the Nine West retail chain, has left the company.

WEBSITES:

• WNBC.com reported that Research in Motion Limited's (NASDAQ: RIMM) Blackberry service is suffering a massive system failure since last night.

My previous firm, ThinkEquity Partners, was one of the only to cover Jones Soda Co. (NASDAQ: JSDA) back when nobody cared about the stock. Its CEO and founder, Peter van Stolk, was known to be an eccentric guy. He wore jeans to all investor meetings.

Our analyst that covered Jones Soda, Nicole Miller, now with Piper Jaffray Cos. (NYSE: PJC), believed in the story and in Peter's ability to penetrate the market and be successful. For being right, Nicole should take a victory lap and so should Peter.

In the summer of 2005, Nicole asked me if I could introduce Peter to some institutional investors in London. The schedule was difficult to set up, as Jones Soda was a sub-$200 million market cap name, thus limiting the investors that could invest in the company, even if they liked the story. I scrambled and got Peter seven meetings with small-cap managers. I notified all of them that he would not be wearing the standard "uniform" of a suit and tie.The stock was hovering around $4 per share and earnings were spotty at best.

MAJOR PAPERS:

• Highlights from today's Wall Street Journal (subscription required):
• Wal-Mart Stores Inc (NYSE: WMT) saves itself hundreds of millions in taxes through a complex structure that allows it to pay rent to itself.
• Altria Group (NYSE: MO) is expected to decide later this year on its next spinoff, splitting its U.S. business from its International business.
• Nissan Motor Co ADR's (NASDAQ: NSANY) new models may help it catch up to rival automakers, writes the "Heard in Asia" column.
• The Financial Times (subscription required) reported that Dick Parsons said that spinning off Time Warner Cable is a top priority for Time Warner Inc (NYSE: TWX) this year.

OTHER PAPERS:

• According to the Associated Press, BP plc (NYSE: BP) will sell its U.K. refinery to Petroplus for $1.4B.
• The New York Post reported that Jones Apparel Group (NYSE: JNY) is contemplating breaking up the company, including a possible IPO for its Barney's chain.
• The Business wrote that ExxonMobil (NYSE: XOM) has begun talks to sell a part or all of its French oil business, valued at about $2.6B.