Europe is suddenly almost an afterthought after two strong days in a row. A weaker jobs number was trumped by a higher market and commodities forecast from Goldman Sachs. Even a huge Madoff suit did not wreck the markets today. Here are today's unofficial closing bell levels:
DJIA: 11,362.41
NASDAQ: 2,579.35
S&P 500: 1,221.53

Top Analyst Upgrades/Downgrades

Aeropostale (ARO) had a disappointing same store sales figure reaction today and shares were down almost 14% at $23.07 right before the closing bell.

Analyst upgrades:

• Pali Capital upgraded Lazard (LAZ) to buy from neutral, citing a healthy restructuring environment, improving M&A and strength in the asset management segment. The firm has a $46 target on shares.
• Baird upgraded Scansource (SCSC) to outperform from neutral, citing strength in the channel business and growth drivers from improved telephony and security. The firm has a $30 target on shares.
• Citigroup upgraded Liberty Interactive (LINTA) to buy from hold, citing the company's QVC unit's return to growth. The firm raised its target on shares to $13.25 from $12.
• Hess Corp (HES) was upgraded to overweight from equal weight at Morgan Stanley.
• Vulcan Materials (VMC) was upgraded to buy from neutral at UBS.
• Dillard's (DDS) was upgraded to buy from hold at Deutsche Bank.

Analyst upgrades:

• Citigroup upgraded National Fuel (NYSE: NFG) to Hold from Sell to reflect better than expected drilling results for the company's Marcellus shale assets. Citi raised its target on shares to $43 from $42.
• Baird upgraded Netezza (NYSE: NZ) to Outperform from Neutral and raised its target to $14 from $7 based on the company's new product announcement and potential revenue acceleration.
• JPMorgan upgraded Liberty Interactive (NASDAQ: LINTA) to Overweight from Neutral. The firm finds the valuation attractive following Liberty's better than expected Q2 results and set a $13 price target on the stock.
• Marlin Business (NASDAQ: MRLN) was upgraded to Outperform from Market Perform at William Blair.
• Paychex (NASDAQ: PAYX) was upgraded to Sell from Conviction Sell at Goldman.
• Hewitt Associates (NYSE: HEW) was upgraded to Buy from Neutral at UBS.

Analyst upgrades:

• Citigroup upgraded shares of Corning (NYSE: GLW) to Buy from Hold as it believes LCD glass production and sales have bottomed and will pick-up in Q2. The firm raised its target price to $16 from $11.25.
  
• Thomas Weisel upgraded Celera (NASDAQ: CRA) to Overweight from Market Weight based on valuation and its strong business model.
  
• ThinkEquity upgraded Varian Semi (NASDAQ: VARI) to Buy from Accumulate and raised its target to $32 from $20 based on valuation and weakness at its sole competitor.
• Sanofi-Aventis (NYSE: SNY) was upgraded to Hold from Underperform at Jefferies.
  
• Agilent (NYSE: A) was raised to Outperform from Neutral at Credit Suisse.
  
• Liberty Interactive (NASDAQ: LINTA) was upgraded at JP Morgan to Neutral from Underweight.

Analyst upgrades:

• Barclays upgraded Best Buy (NYSE:BBY) to Overweight from Equal Weight and raised their target to $35 from $28 citing the company's earnings power and free cash flow generation.
  
• William Blair upgraded St. Jude Medical (NYSE:STJ) to Outperform from Market Perform following the company's Q4 results on valuation and the company's "steady growth."
  
• Wunderlich upgraded Liberty Interactive (NASDAQ:LINTA) to Buy from Hold as they believe debt concerns are overdone. The firm thinks that language in the proxy statement for the Liberty Entertainment hard spin suggests that cash and cash flow from the stub Entertainment tracker could be used to provide inter-company support to Interactive. The firm raised their target to $5 from $4.25.
• Lloyds TSB Group (NYSE:LYG) was raised to Buy from Hold at Citigroup.
  
• BB&T (NYSE:BBT) was removed from Goldman's Conviction Sell List.
  
• Patni Computer (NYSE:PTI) was upgraded to Buy from Hold at KeyBanc.

Analyst upgrades:

• Merrill believes Assurant (NYSE: AIZ) is well-positioned to weather the turmoil in the capital markets environment and cites the company's defensive characteristics for the upgrade. The firm upgraded shares to Buy from Neutral.
  
• Deutsche Bank upgraded R.H. Donnelly (NYSE: RHD) to Hold from Sell to reflect the company's cost cuts and its ability to buy back bonds at discounted prices.
  
• Citigroup raised Consol Energy (NYSE: CNX) to Buy from Hold on valuation as they are seeing no fundamental deterioration in coal.
• Research in Motion (NASDAQ: RIMM) was upgraded to Neutral from Underperform at Credit Suisse.
  Raymond James raised shares to Outperform from Market Perform.
  
• Penske Automotive (NYSE: PAG) was upgraded to Add from Neutral at Calyon.
  
• ICF International (NASDAQ: ICFI) was lifted to Overweight from Equal Weight at Stephens.

Analyst downgrades:

• Deutsche Bank downgraded Research in Motion (NASDAQ: RIMM) to Sell from Hold after the company reported Q2 results to reflect a deceleration in growth and margin pressures. RIMM's target was lowered to $70 from $120. RBC Capital downgraded Research in Motion to Sector Perform from Outperform citing reduced margin visibility and the slowing macroeconomic environment.
  
• Stephens downgraded Vitran (NASDAQ: VTNC) and Saia (NASDAQ: SAIA) to Equal Weight from Overweight to reflect the companies' deteriorating demand and pricing environment. Vitran's target was cut to $15 from $22 and Saia's was lowered to $16 from $24.
  
• Mentor (NYSE: MNT) was downgraded to hold from Buy at Jefferies to reflect continued weakness in the breast implant market and the potential for lowered guidance. Mentor's target was lowered to $31 from $36.
  
• Merrill cut ING Group (NYSE: ING) to Underperform from Neutral.
  
• CF Industries (NYSE: CF) was downgraded at Citigroup to Hold from Buy.
  
• Liberty Interactive (NASDAQ: LINTA) was lowered to Sell from Hold at Natixis.

Analyst initiations:

• Suntrust initiated Idexx Laboratories (NASDAQ: IDXX) with a Neutral rating, citing slowing organic revenue growth, valuation and a slowing lab business.
  
• Jefferies initiated Urban Outfitters (NASDAQ: URBN) with a Hold rating and $33 target. The firm prefers to stay on sidelines due to valuation and macro risks.
  
• Hersha Hospitality (NYSE: HT) was assumed with a Market Perform rating and $7.50 target at Keefe Bruyette. The firm believes near-term demand trends in New York City could slow.
  
• Ecolab (NYSE: ECL) was initiated at Baird with a Neutral rating and $54 target.
  
• KeyBanc assumed ENGlobal (NASDAQ: ENG) with a Hold rating.
  
• Piper initiated Pentair (NYSE: PNR) with a Neutral rating and $39 target.

MOST NOTEWORTHY: Nova Chemical, Tomkins Plc and Office Max were today's noteworthy downgrades:

• Citigroup downgraded shares of Nova Chemical (NYSE: NCX) to Sell from Hold as they believe the ethylene cycle is trending downward due to economic uncertainty. Citigroup lowered their target to $21 and $25 and added the stock to the Top Picks Live List as a Sell.
  
• Goldman cut Tomkins Plc (NYSE: TKS) to Sell from Neutral as they believe the slowing economy could impact sales.
  
• Piper downgraded shares of OfficeMax (NYSE: OMX) to Neutral from Buy following the negative pre-announcement by competitor Office Depot (NYSE: ODP) on concerns of deteriorating industry fundamentals. Piper lowered their target on OfficeMax to $11 from $22.

OTHER DOWNGRADES:

• National City (NYSE: NCC) was downgraded to Neutral from Buy at Merrill.
  
• Danaher (NYSE: DHR) was removed from Goldman's Conviction Buy List.
  
• Liberty Interactive (NASDAQ: LINTA) was lowered to Equal Weight from Overweight at Morgan Stanley.

Before the bell: Futures higher following deal news; investors await Fed move

Kirk Kerkorian's Tracinda Corp. is planning to offer $8.50 per share for up to 20 million shares of Ford Motor Co. (NYSE: F), a 13.3% premium over Friday's close. Tracinda now owns 100 million Ford shares, or 4.7% of the outstanding stock, which would increase to 5.6% when the offer is completed. Ford shares climbed over 6.5% in premarket trading. The deal, announced recently, is helping stock futures' upward movement.

Verizon Communications Inc. (NYSE: VZ) reported a 9.8% rise in its first-quarter earnings as its wireless division attracted more customers than other carriers. Excluding items, earnings were 61 cents per shares, inline with estimates. Revenue rose 5.5% to $23.8 billion, also inline with estimates. VZ shares are up 1.9% in premarket trading.

According to The New York Post, Barry Diller and Liberty Media (NASDAQ: LINTA) Chairman John Malone are continuing to talk about "a deal that would trade one or more of IAC Interactive (NASDAQ: IACI)'s assets for Liberty's ownership stake in IAC." Diller is also "expected to meet with his board this week to restart the process of breaking up his company into five separate pieces."

InterActiveCorp (NASDAQ:IACI) and Liberty Media (NASDAQ:LINTA) have sued each other over IACI's planned breakup into five separate businesses. A Delaware Chancery Court Judge is expected to issue a ruling soon. IACI announced the plan to separate IACI into five publicly traded companies on November 5, 2007:

1) HSN, will include business comprising IACI's retailing segment;
2) Ticketmaster;
3) Interval International, which will include CondoDirect, Resort Quest Hawaii and VacationSource;
4) LendingTree, which will include RealEstate.com Domania, GetSmart, Home Loan Center and iNest; and
5) IAC media & advertising, Ask.com, Bloglines, City Search, Cursor Mania, Evite, Excite, insiderpages, iWon, My Fun cards, Black Web Enterprises Shoebuy.com, Match.com.

IACI April option implied volatility of 47 is above its 26-week average of 38 according to Track Data, suggesting larger risk.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

Whomever buys The Weather Channel will probably see nothing but blue skies.ss

According to The New York Times' DealBook, The Walt Disney Company (NYSE: DIS), CBS Corp. (NYSE: CBS), General Electric Company (NYSE: GE)'s NBC, Time Warner Inc. (NYSE: TWX), Comcast Corp. (NASDAQ: CMCSA) and Liberty Media Inc. (NASDAQ: LINTA) are all vying to buy the Weather Channel from closely held Landmark Communication.

"Also, a handful of private equity firms, including Bain Capital, Providence Equity Partners and Madison Dearborn have reportedly indicated an interest, though they are unlikely to be serious bidders because of the tight credit markets," according to the paper.

Landmark reportedly is expecting to get $5 billion for the property though bidders tell the Times that $4 billion is a more realistic figure. I would venture that the company will get the higher figure because properties like this don't often come on the market.

Not only is the cable channel one of the most lucrative, its Web site is wildly popular as well. Unlike CNN, people don't just tune in when there is big news. Energy traders hang onto the channel's every word when they make bets on the hugely volatile commodities for oil, natural gas and electricity. People also rely on the company's forecasts to plan their lives. Moreover, The Weather Channel is in a good position to benefit from the public's growing interest in global warming.

IAC/InterActiveCorp (NASDAQ: IACI) stock is falling this morning as investors worry about a looming power struggle between magnates Barry Diller and John C. Malone over a potential restructuring plan. Diller wants to separate IACI's five major entities into five publicly traded parts, which would strip Malone's Liberty Media (NASDAQ: LINTA) of voting rights in the spinoff companies. Also in the news today is a report that the dispute will likely end up in court sometime in March. If you think this stock won't be rising too far in the coming months, then it could be a good time to look at a bearish hedged play on IACI.

After hitting a one-year high of $40.99 last February, the stock hit a one-year low of $23.30 last month. This morning, IACI opened at $26.08. So far today the stock has hit a low of $25.52 and a high of $26.44. As of 10:50, IACI is trading at $25.75, down $0.52 (-2.0%). The chart for IACI looks bearish but improving slightly, while S&P gives the stock a positive 4 STARS (out of 5) buy rating.

IAC/InterActive Corp. (NASDAQ: IACI) Chief Executive Barry Diller is one CEO who cannot be tamed by his corporate public relations staff or lawyers. He says what he wants when he wants, seeming not to care much for the potential ramifications.

Take his fight with fellow tycoon John Malone of Liberty Media Holding Corp. (NASDAQ: LINTA) over Diller's plan to split up his conglomerate that's been cobbled together through dozens of acquisitions of seemingly disparate companies. Liberty also happens to own majority stake in IAC. However, a long-standing agreement with Diller allows the mogul to control it through a proxy agreement. Well, at least that was the case until recently.

Liberty has asked a Delaware Chancery Court to remove Diller from IAC's board [subscription required] along with other members, and to have several of Liberty's nominees put in their place. The company also asked for Diller to be removed from BDTV, which the Wall Street Journal described as "a little-known entity through which Liberty owns most of its stake in IAC."

Stock futures were higher this morning, indicating Wall Street could start on a positive note, continuing yesterday's late-session rally as investors hope for further rate cuts. Investors will also examine more economic data and earnings today.

In what has become usual on Wall Street, the bleak new-home sales numbers reported Monday actually helped push stocks higher as it reignited speculation that the Federal Reserve will cut interest rates by a half-point this week. The Dow industrials finished up 176 points, or 1.45%, the S&P 500 was up 23 points, or 1.76%, and the Nasdaq Composite rose 23 points, or 1.02%.

The Federal Reserve is scheduled to open the two-day Federal Open Market Committee meeting Tuesday afternoon. The decided policy announcement usually comes at the conclusion of the meeting, that is tomorrow at 2:15 p.m. EST. The key rate now stands at 3.5% after the Fed had cut rates by three-quarter-point in an emergency meeting last week. Many economists believe the Fed will lower its key rate by as much as one-half percentage point to 3%. Banks will then lower the prime rate, helping lenders get loans at lower rates.

A number of economic readings Tuesday include some more housing data:

• RealtyTrac already reported foreclosure data. The number of foreclosures soared by 75% in 2007, with 405,000 households losing their home, with total foreclosure filings soared 97% in December alone compared with December of 2006.
  
• At 8:30 a.m. EST, December durable goods orders is due.
  
• At 9 a.m., the S&P/Case-Shiller Home Price Index for November is released.
• At 10 a.m. January consumer confidence will be reported. The Census Bureau will also give its report on fourth-quarter home ownership and the number of vacant homes for sale on the market.

What once appeared to be a funny dust-up between a couple of older gentlemen has gotten nasty. John Malone's Liberty Media (NASDAQ: LINTA) has long held a controlling interest in IACI (NASDAQ: IACI), run by former Hollywood mogul Barry Diller. Diller has had the right to vote Liberty's shares giving him de facto control of IACI.

Diller had made the decision to take IACI and break it into five publicly traded pieces. That probably made some sense. The Home Shopping Network does not belong under the same roof as Ask.com and Lending Tree. But, Malone has not seen enough bang in the IACI share price since the spin-offs were announced. The stock trades at just over $27, near its 52-week low.

Mr. Malone today moved to push out Diller and most of the board that supports him at IACI. Whether Malone can take away the rights Mr. Diller has to vote Liberty's shares is unclear.

According to The Wall Street Journal, in a response to Liberty's actions Mr. Diller said in a statement: "After reading this new salvo, I am beginning to think these people are insane. Everything they cite is hogwash. First of all, we have never asked the board to take action on any specific proposal high, low or no-vote. What we have done, which we thought was the responsible thing to do given this conflict, is to go to the Delaware court and ask them to tell us what rights IACI has or doesn't have."

Wall Street will just have to wait a few weeks to see who is insane and who is not.

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

IAC/InterActiveCorp (NASDAQ: IACI) and Liberty Media (NASDAQ: LINTA) have sued each other over IACI's planned breakup into five separate businesses.

IACI is recently up 20 cents to $24.60; shares near three-year low into company break up.

IACI is expected to report EPS on February 6.

IACI announced the plan to separate IACI into five publicly traded companies on November 5, 2007:

1. HSN, will include business comprising IACI's retailing segment.
   
2. Ticketmaster.
   
3. Interval International, which will include CondoDirect, Resort Quest Hawaii and VacationSource.
   
4. LendingTree, which will include RealEstate.com Domania, GetSmart, Home Loan Center and iNest, and
   
5. IAC media & advertising, Ask.com, Bloglines, City Search, Cursor Mania, Evite, Excite, insiderpages, iWon, My Fun cards, Black Web Enterprises Shoebuy.com, Match.com.
   

IACI February option implied volatility of 47 is above its 26-week average of 33 according to Track Data, suggesting larger risk.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com