MOST NOTEWORTHY: Marvel Entertainment, Macrovision and K-Sea Trans were today's noteworthy initiations:

• Thomas Weisel initiated Marvel Entertainment (NYSE: MVL) with a Market Weight rating and $34 target citing valuation and lack of meaningful operational catalysts until 2010.
  
• Kaufman Bros. assumed Macrovision (NASDAQ: MVSN) with a Buy rating and $27 target. The firm believes the merger with Gemstar TV Guide creates a powerhouse in digital media technology licensing with a compelling financial model.
  
• Wachovia expects K-Sea Trans (NYSE: KSP) to benefit from stable petroleum product demand, longer-term contracts, and aggressive new building program. Shares were started with an Outperform rating.

OTHER INITIATIONS:

• Safe Bulkers (NYSE: SB) was initiated with a Neutral rating at Merrill Lynch and an Outperform rating and $25 target at Credit Suisse.
  
• Stephens initiated Life Time Fitness (NYSE: LTM) with an Overweight rating and $37 target and Town Sports (NASDAQ: CLUB) with an Equal Weight rating and $10 target.

Citigroup upgraded Marsh & McClennan (NYSE:MMC) to "buy" from "hold" according to Briefing.com. The news service also reports that Baird upgraded NCR (NYSE:NCR) to "outperform" from "neutral."

Macrovision Solutions (NASDAQ:MVSN) was started as a "buy" at Kaufman Brothers, according to the AP.

Bankrate (NASDAQ:RATE) Cut to Hold from Buy at Collins Stewart, according to StreetInsider.

MOST NOTEWORTHY: Webster Financial, Eaton and Macrovision were today's noteworthy upgrades:

• Keefe Bruyette upgraded shares of Webster Financial (NYSE: WBS) to Outperform from Market Perform on valuation as they feel the company is adequately capitalized and in a position to withstand the weakening credit markets.
  
• JP Morgan upgraded Eaton (NYSE: ETN) to Overweight from Neutral citing bullish management comments at its conference last week.
  
• Piper upgraded Macrovision (NASDAQ: MVSN) to Buy from Neutral citing the closure of the Gemstar deal.

OTHER UPGRADES:

• Lehman upgraded U.S. stocks to Overweight from Underweight.
  
• Goldman added Hess Corp (NYSE: HES) and Mosaic (NYSE: MOS) to its Conviction Buy List.
  
• Novo Nordisk (NYSE: NVO) was raised at HSBC to Neutral from Underweight.
  
• Jefferies upgraded ASM International (NASDAQ: ASMI) to Hold from Underperform.

J.P. Morgan downgraded Murphy Oil (NYSE: MUR) from "neutral" to "underweight," according to Briefing.com. The news service writes that Frontier Oil (NYSE: FTO) was downgraded to "neutral" from "buy" at Goldman Sachs.

Briefing.com writes that AbitibiBowater (NYSE: ABH) started as Outperform at RBC Capital Markets. The website also reports that Macrovision (NASDAQ: MVSN) was raised to Buy at Piper Jaffray

MOST NOTEWORTHY: Macrovision, SAIC, Inc and Dassault Systemes were today's noteworthy upgrades:

• Jefferies upgraded shares of Macrovision (NASDAQ: MVSN) to Buy from Hold on valuation, as they think the stock looks "very cheap" if the Gemstar (NASDAQ: GMST) deal does not get done; if the deal does get done, they think investors will get paid, but admits it may take longer.
  
• JP Morgan upgraded SAIC Inc. (NYSE: SAI) to Overweight from Neutral as they expect the company to beat consensus estimates as margins surprise to the upside given cost reductions and cargo detection sales.
  
• Dassault Systemes (NASDAQ: DASTY) was upgraded to Overweight from Equal Weight at Morgan Stanley as they find the company's recurring business and lack of exposure to troubled markets attractive in the current market.

OTHER UPGRADES:

• GSI Commerce (NASDAQ: GSIC) was upgraded to Outperform from Underperform at Bear Stearns.
  
• Lehman upgraded Cigna (NYSE: CI) to Equal Weight from Underweight.
  
• Citigroup upgraded Alpha Bank (OTC: ALBKY) to Buy from Hold.

U.S. stock futures were slightly lower this morning, indicating a flat to mildly down open on Wall Street. However, all this could change when non-farm payroll is reported an hour before the opening bell. While investors generally expect a rate cut the next Federal Reserve meeting on Tuesday, December 11, it is the size of the cut that may be decided following the labor report due in an hour.

Yesterday, U.S. stocks continued their rally as the White House offered a plan to aid the ailing subprime mortgage market and curb home foreclosures. The Dow industrials rose 174 points, or 1.3%, the S&P 500 added 22 points, or 1.5%, and the Nasdaq Composite rose 42 points, or 1.6%.

Economic data will be the focus this morning and into the trading session:
At 8:30 a.m. EST, November non-farm payroll will be reported. Economists expect the labor market to show signs of softness in November. Still, on Wednesday, Associated Data Processing Inc. showed a bigger surge in private-sector hiring and projected that 189,000 jobs were created in November, much higher than what economists have been expecting. This report be a better indication of what's to come this morning. According to Briefing.com, economists are expecting an addition of 70,000 jobs last month, a much lower figure than that 166,000 added jobs shown in October. [Economists surveyed by Thomson predict a 100,000 addition.]

MOST NOTEWORTHY: Sunoco, Primedia, WPP Group, Publicis and Newfield Exploration were today's noteworthy downgrades:

• Sunco Inc (NYSE: SUN) was downgraded to Neutral from Buy at Banc of America, as the firm believes Sunoco's valuation discount is justified since its net margin/barrel is almost $2.50 below its closest peer due to inferior assets.
  
• Deutsche Bank downgraded shares of Primedia Inc (NYSE: PRM) to Hold from Buy on valuation.
  
• Citigroup downgraded shares of WPP Group (NASDAQ: WPPGY) to Hold from Buy and shares of Publicis Groupe (NYSE: PUB) to Sell from Hold to reflect their more cautious view of the advertising sector.
  
• Goldman sees better catalysts at other E&Ps and downgraded Newfield Exploration Company (NYSE: NFX) to Neutral from Buy.

OTHER DOWNGRADES:

• Jefferies downgraded Macrovision Corporation (NASDAQ: MVSN) to Hold from Buy.
  
• Merrill Lynch downgraded American Eagle Outfitters (NYSE: AEO) to Sell from Neutral.
  
• Citigroup downgraded Bachoco (NYSE: IBA) to Hold from Buy.
  
• Wimm-Bill-Dan Foods (NYSE: WBD) was downgraded to Sell from Buy at UBS.

The profits of many firms are increasingly dependent on the security of proprietary digital content. An outfit in Santa Clara, California is among the better known providers of digital life-cycle management solutions.

Macrovision Corporation (NASDAQ: MVSN) provides anti-piracy and content protection technologies, digital rights management products and embedded licensing technologies that enable firms to protect, enhance and distribute digital content. The company's copyright protection and video scrambling methods are used by commercial videocassette duplicators, music labels, software companies, set-top decoder manufacturers and the major motion picture studios. Clients include 3M Corporation (NYSE: MMM), Broadcom (NASDAQ: BRCM), Cisco Systems (NASDAQ: CSCO), Eastman Kodak (NYSE: EK), Electronic Arts (NASDAQ: ERTS), Motorola (NYSE: MOT) and Nokia (NYSE: NOK).

The firm pleased investors earlier in the month, when it announced Q1 EPS of 27 cents and revenues of $65.2 million. Analysts had been looking for 23 cents and $65.1 million. Management also guided Q2 EPS to 24-27 cents (26 cent consensus), Q2 revenues to $65-$68 million ($67.3M consensus), FY07 EPS to $1.25-$1.35 ($1.27 consensus) and FY07 revenues to $280-$290 million ($287.8M consensus). Jefferies subsequently upgraded the shares to "buy" and boosted its price target to $31. The MVSN price popped on the news and then moved into a bullish "pennant" consolidation pattern. Prices frequently exit pennants moving in the same direction they were traveling when they entered them. In this case, that would be to the upside.

Brokers recommend the issue with five "strong buys" and six "buys." Analysts see a 21% growth rate, through the next year. The MVSN Price to Book ratio (2.84), Price to Free Cash Flow ratio (18.18) and EPS Growth rate (127.72%) compare favorably with industry, sector and S&P 500 averages. Institutional investors hold about 95% of the outstanding shares. The stock is one of those used to calculate the S&P 400 MidCap Index. Over the past 52 weeks, it has traded between $18.84 and $29.20. A stop-loss of $23.60 looks good here.

Larry Schutts is a contributing editor for Theflyonthewall.com and the Vice-President of Stockwinners.com.