MOST NOTEWORTHY: Lululemon, National City and Devon Energy were today's noteworthy upgrades:

• Thomas Weisel upgraded shares of Lululemon (NASDAQ:LULU) to Overweight from Market Weight as they believe the company's momentum continues following the strong results; the firm maintains a $43 target on shares.
  
• Bear upgraded National City (NYSE:NCC) to Outperform from Underperform citing favorable risk/reward following reports is is considering a transaction with KeyCorp (NYSE:KEY).
  
• JP Morgan raised Devon Energy (NYSE:DVN) to Overweight from Neutral citing solid organic growth with high rates of returns.

OTHER UPGRADES:

• Micron (NYSE:MU) was upgraded at Goldman to Neutral from Sell.
  
• Merrill raised eBay (NASDAQ:EBAY) to Buy from Neutral.
  
• Oppenheimer upgraded to Outperform from Perform Marathon Oil (NYSE:MRO).

MOST NOTEWORTHY: Goldman Sachs, Lehman and TD AmeriTrade were today's noteworthy downgrades:

• UBS downgraded Goldman Sachs (NYSE: GS) to Neutral from Buy. The firm believes liquidity problems and de-leveraging in the capital markets will get worst before they get better; UBS also downgraded Bank of New York (NYSE: BK), State Street (NYSE: STT) and Invesco (NYSE: IVZ) to Neutral from Buy.
  
• Following Bear Stearns' (NYSE: BSC) downfall, UBS also downgraded Lehman Brothers (NYSE: LEH) to Neutral from Buy and said the company could be the "next on the list" for the confidence/liquidity crisis by some investors.
  
• TD AmeriTrade (NASDAQ: AMTD) was downgraded to Neutral from buy at UBS and to Market Perform from Outperform at Friedman Billings. Friedman Billings downgraded TD Ameritrade citing slowing client activity as well as margin compression.

OTHER DOWNGRADES:

• JP Morgan cut Portugal Telecom (NYSE: PT) to Underweight from Neutral.
  
• Goldman downgraded Marathon Oil (NYSE: MRO) and Holly Corp (NYSE: HOC) to Neutral from Buy and removed Frontier Oil (NYSE: FTO) from its Conviction Buy List.

Has oil's high price given you the shakes? Well relax, and leverage oil's high price by considering Marathon Oil's (NYSE: MRO) shares.

Marathon has the 'oil triple play,' of sorts, what one likes to see in an oil operation: a large, geographically-wide exploration footprint, very good production, and strong refining operations.

Further, that last tangible may be the most valuable, given the barely-adequate refinery capacity in the United States. What's more, Thursday's market sell-off that saw the Dow close down about 362 points to 13,567.87, has created a buying opportunity with Marathon. MRO's shares closed down $1.46 to $57.63. And with a p/e of 9, MRO's risk/return ratio is low.

MRO's drawbacks: Analysts are keeping an eye on costs, and healthy gasoline refining margins may narrow heading into early 2008. But unless there is a substantial increase in global oil production, or a comparable reduction in U.S. gasoline consumption, Marathon is well-positioned for the immediate years ahead. The Reuters F2007/F2008 EPS consensus estimates for MRO are $6.04/$6.44.

The First Call mean rating for MRO is: Buy. [20 firms.] Mean 2007 target: $63.75. [high: $75, low: $46.50.]

Stock Analysis: Marathon is moderate-risk stock not suitable for low-risk investors. Investors with an investment horizon longer than 1 year should be rewarded from MRO's shares. Sell/Stop Loss: $39.

MOST NOTEWORTHY: Texas Instruments, Check Point, Mobile Mini, Vineyard National Bancorp and TorreyPines were today's noteworthy downgrades:

• Jefferies downgraded shares of Texas Instruments (NYSE: TXN) to Hold from Buy, as they believe the company's fundamentals are weakening given the worse than anticipated share losses in the wireless segment. Shares were also lowered to Neutral from Overweight at JP Morgan, to Equal Weight from Overweight at Lehman, to Neutral from Outperform at Credit Suisse, and to Neutral from Buy at UBS to reflect the slowdown in the company's wireless growth.
  
• Check Point Software (NASDAQ: CHKP) was downgraded to Hold from Buy at Jefferies on valuation and highlights the difficult spending environment in 1H08 as well as the company's tough comps.
  
• Deutsche Bank downgraded shares of Mobile Mini (NASDAQ: MINI) to Hold from Buy following the company's negative preannouncement.
  
• Oppenheimer lowered Vineyard National Bancorp (NASDAQ: VNBC) to Neutral from Buy to reflect slower pace of balance sheet growth and lower gain-on-sale income estimates.
  
• JMP Securities downgraded TorreyPines (NASDAQ: TPTX) to Market Outperform from Strong Buy and said Tezampanel's lack of dose response and statistically significant pain free response will keep the stock in the "show me" category.

OTHER DOWNGRADES:

• JP Morgan downgraded ConocoPhillips (NYSE: COP) to Underweight from Neutral and Marathon Oil Corporation (NYSE: MRO) to Neutral from Overweight.
  
• UBS downgraded Zions Bancorporation (NASDAQ: ZION) to Neutral from Buy.
  
• Citigroup downgraded Kellogg Company (NYSE: K) to Hold from Buy.
  
• ThinkEquity downgraded ValueClick (NASDAQ: VCLK) to Source of Funds from Buy.

MOST NOTEWORTHY: Obagi Medical, Medical, Microsemi, Marathon Oil and Encore Energy were today's noteworthy initiations:

• Obagi Medical Products (NASDAQ: OMPI) was initiated with a Positive rating at Susquehanna, as they like Obagi's growth opportunity in the aesthetics-dermatology market and views the company as an interesting take-out target for a larger specialty pharmaceutical company.
  
• Montgomery believes Microsemi Corporation's (NASDAQ: MSCC) core business is on track and gaining momentum based on leverage in both high-reliability and high-performance analog. The firm started shares with a Buy rating and $34 target.
  
• Goldman initiated Marathon Oil Corporation (NYSE: MRO) with a Buy rating and $72 target, as they view Marathon as most favorably leveraged refining company and would use seasonal weakness in refining margins as a buying opportunity.
  
• RBC Capital sees a large opportunity for Encore Energy Parners (NYSE: ENP) to grow its reserves from internal negotiated transactions from its parent, Encore Acquisition Companies (NYSE: EAC), starting shares off with an Outperform rating and $26 target.

OTHER INITIATIONS:

• BMO Capital initiated DCT Industrial Trust (NYSE: DCT) with a Market Perform rating.
  
• Lehman started shares of Darden Restaurants (NYSE: DRI) with an Overweight rating and $52 target.
  
• The firm also reinstated Radian Group (NYSE: RDN) and MGIC Investment Corporation (NYSE: MTG) with Underweight ratings.

MAJOR PAPERS:

• The Wall Street Journal reported that Telefonica SA ADS of Spain (NYSE: TEF), in a $5.6B deal, has won a stake in Telecom Italia (NYSE: TI), but not control.
• According to the Wall Street Journal, Jones Apparel Group Inc (NYSE: JNY) CEO Peter Boneparth may sell Barney's, which it purchased in 2004 for $400M and today may be worth $800M.
• The Wall Street Journal reported that Marathon Oil Corporation (NYSE: MRO) is constructing a $3.2B addition to its biggest refinery in Louisiana for diesel fuel.
• The Wall Street Journal reported that Deutsche Boerse is in talks to make a $2.6B offer for International Securities Exchange Holdings Inc (NYSE: ISE).
• Senior Citigroup Inc (NYSE: C) executives are afraid the company could become a target of activist hedge funds seeking to break the company up, reported the Financial Times.
• According to the Financial Times, a number of companies involved in options backdating scandals, including McAfee Incorporated (NYSE: MFE) and Novell Inc (NASDAQ: NOVL), could be vulnerable to takeover by activist investors.

OTHER PAPERS:

• The New York Times "Dealbook" reported that Porsche has bid $48.9B for Volkswagen AG (OTC: VLKAY), and the bid will run for four weeks starting today.
• The News Journal reported that AstraZeneca (NYSE: AZN) has received a subpoena from the Delaware Attorney General, which seeks documents about the company's contracts with Delaware hospitals.

MOST NOTEWORTHY: The Entertainment sector was the most noteworthy downgrade today.

• Bear Stearns downgraded the Entertainment sector to Market Weight from Market Overweight based on long-term concerns of market share losses to user generated content, competition from new competitors and a shift in ad spending.

OTHER DOWNGRADES:

• TiVo Inc. (NASDAQ:TIVO) was downgraded to Sell from Neutral at Oppenheimer, citing weak subscriber metrics and outlook.
• Marathon Oil Corp. (NYSE:MRO) was downgraded at Friedman Billings to Underperform from Market Perform on valuation.
• Expedia Inc. (NASDAQ:EXPE) was downgraded to Hold from Buy at Matrix USA on valuation and slowing sales growth.
• The Gap Inc. (NYSE:GPS) was downgraded to Hold from Buy Lazard; Following Gap's latest merchandise deliveries, the firm has lost confidence in management's ability to source the right product, let alone the right merchandise.

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