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.

MOST NOTEWORTHY: Dick's Sporting, Ericsson and Deutsche Telekom were today's noteworthy upgrades:

• Citigroup upgraded shares of Dick's Sporting (NYSE: DKS) to Buy from Hold based on valuation, margin expansion and increased visibility.
• Ericsson (NASDAQ: ERIC) was raised to Buy from Hold at WestLB on valuation following yesterday's sell-off. The firm feels investors need to look beyond 2008.
• Lehman upgraded shares of Deutsche Telekom (NYSE: DT) to Equal Weight from Underweight as they believe earnings momentum will be seen in the near-term.

OTHER UPGRADES:

• UBS upgraded Nova Chemical (NYSE: NCX) and Orient-Express (NYSE: OEH) to Buy from Neutral.
• Office Depot (NYSE: ODP) was upgraded to Neutral from Underperform at Credit Suisse.
• Goldman upgraded AON Corp. (NYSE: AOC) to Buy from Neutral.

On tonight's MAD MONEY on CNBC, BASF (NYSE: BF) in Germany is the next stock that Cramer wants to visit as an EU play, and he also thinks this company will be making some acquisitions. He does not see this as the traditional takeover stock. This one did the $80 to $120 move already, and this is over $60 Billion in market cap and he wouldn't be shocked if it goes to $150.00. He noted it is also cheaper on P/E than Dow Chemical (NYSE: DOW) and it only gets 22% of its net from North America. BASF's earnings are also becoming more and more consistent, and that can command a P/E premium from Wall Street.

Interestingly enough, Cramer also gave us a chemical stock that could be an acquisition target. We already say Lyondell Chemical (NYSE: LYO) fall to Basell, and Cramer thinks that Nova Chemicals (NYSE: NCX) is the other chemical stock that could easily be acquired. The analyst at BB&T has picked the last two buyouts in the sector and he thinks Nova Chemical could be the next target. This one has a $3.3 Billion market cap and is atthe top of its 52-week trading range. It is far under the $50.00+ highs of early 2005.

BASF is definitely a company to watch, although Cramer is probably right that it won't be acquired. We are back to a good solid manufacturing economy and emerging markets are helping all these guys out. The company has managed to be a growth engine, and if it is true that their earnings are becoming more predictable then maybe he's right. Nova is a tough one to call, particularly since I haven't looked at it closely in some time.

Jon Ogg is a partner at 24/7 Wall St.; he does not own securities in the companies he covers.

On today's Stop Trading! segment on CNBC, Jim Cramer came out with his feathers ruffled about the DJIA over 13,000 even though he did say Amazon.com (NASDAQ: AMZN) had run up too much ahead of earnings just yesterday.

Cramer came out very strong on the market calling for a 1,000 point rally in the DJIA by end of summer. This is what he thinks is a conservative forecast, this is a breakout and retail hasn't been in the market. Even if we have a correction, he thinks it won't even be 10%. The buybacks have eaten the supply of stock. He thinks Caterpillar (NYSE: CAT), Honeywell International (NYSE: HON), Coca-Cola (NYSE: KO), Nova Chemicals (NYSE: NCX), and Nabors (NYSE: NBR) are all headed higher. Cramer even said there are hedge funds being put out of business because of (shorting) Amazon.com, although he didn't note his "it has run too much ahead of earnings" call from yesterday.

MOST NOTEWORTHY: Jamba, Inc (JMBA), Quiksilver Inc (ZQK), Volcom, Inc (VLCM) and Interactive Data Corp (IDC) were today's noteworthy downgrades:

• Oppenheimer believes Jamba (NASDAQ: JMBA) is in the early stages of a solid top- and-bottom-line growth story and is one of the few opportunities today that offers sizable square foot growth, revenue and earnings growth, all with several years of visibility.

• Quiksilver Inc (NYSE: ZQK) was initiated with an Accumulate rating and $14 target at ThinkEquity.

• ThinkEquity also initiated shares of Volcom Inc (NASDAQ: VLCM) with a Buy rating.

• AG Edwards started Interactive Data Corp (NYSE: IDC) with a Buy rating.

OTHER INITIATIONS:

• Merrill Lynch resumed coverage of Merck & Co, Inc (NYSE: MRK) with a Neutral rating.

• Matrix USA started coverage of Loral Space & Communications Ltd (NASDAQ: LORL) with a Strong Buy rating and $72 intrinsic value.

• AG Edwards initiated shares of Atheros Communications, Inc (NASDAQ: ATHR) with a Buy rating.

• Stifel initiated Peet's Coffee & Tea, Inc (NASDAQ: PEET) with a Hold rating.

• Bear Stearns started Genworth Financial, Inc (NYSE: GNW) with an Outperform rating and $42 target.

• Morgan Stanley started Nova Chemicals Corp (NYSE: NCX) with an Equal Weight rating.

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

MAJOR PAPERS:

• According to the Wall Street Journal (subscription required), citing people familiar with the matter, Community Health Systems Inc (NYSE: CYH) is near a deal to purchase Triad Hospitals (NYSE: TRI), which would break up an existing $4.5B private-equity buyout plan.
• The Wall Street Journal's "Heard on the Street" column reported that rumors are swirling that Infineon Technologies ADS (NYSE: IFX) will be chosen to supply the main chip to drive the upcoming iPhone from Apple Inc (NASDAQ: AAPL).

OTHER PAPERS:

• The Business Standard reported that Reliance Industries is reportedly in advanced discussions with Nova Chemicals Corporation (NYSE: NCX), the plastics and petrochemicals firm, to form a joint venture.
• According to the U.K. Times, Barclays plc ADS (NYSE: BCS) will announce today its formal interest in buying Netherlands bank ABN Amro Holdings (NYSE: ABN) for a price of up to a little less than EUR60B, or EUR31.3 per share, according to reports.
• Dow Jones & Company (NYSE: DJ) is trying to buy the Financial News for GBP25M, the U.K. Times reported.
• The Sunday Telegraph reported that Coca-Cola Company (NYSE: KO) is planning a 'beauty tea' in conjunction with L'Oreal ADR (OTC: LRLCY), called Lumae.
• According to Google Inc's (NASDAQ: GOOG) official blog, it has acquired Adscape media. Terms were not disclosed.

MOST NOTEWORTHY: Some of today's more notable downgrades include Accredited Home Lenders Holding Co (LEND), RadioShack Corp (RSH) and Shuffle Master, Inc (SHFL):

• Keefe Bruyette cut Accredited Home Lenders Holding Co (NASDAQ: LEND) to Underperform from Market Perform, saying the downturn in the subprime market raised liquidity concerns on the stock.

• RBC downgraded RadioShack Corp (NYSE: RSH) to Underperform from Sector Perform, explaining that cost cutting measures are largely complete and margin expansion estimates are too aggressive.

• Shuffle Master Inc (NASDAQ: SHFL) was downgraded to Hold from Buy at Jefferies, citing the lack of visibility into the company's placements and potential IP protection risk in Macau. Shuffle Master was also cut to Underperform from Peer Perform at Bear Stearns following the company's announcement that it will have to restate prior financial results.

OTHER DOWNGRADES:

• UBS downgraded shares of Marvell Technology Group (NASDAQ: MRVL) to Reduce from Buy, citing risks to HDD demand given upcoming launches by Apple (NASDAQ: AAPL) of NAND-based Video iPods. The analyst expects HDD weakness to phase in and not collapse, but sees limited growth in the HDD segment.

• Roth Capital cut WPT Enterprises, Inc (NASDAQ: WPTE) to Sell from Hold, citing valuation, reduced earnings expectations and execution risk related to bringing the online gaming business in house.

• China Eastern Airlines Corp (NYSE: CEA) was downgraded to Underweight from Equal Weight at Morgan Stanley.

• China GrenTech Corp (NASDAQ: GRRF) was downgraded to Neutral from Positive at Susquehanna.

• RBC cut Nova Chemicals Corp (NYSE: NCX) to Sector Perform from Outperform.

• Sandler downgraded shares of OceanFirst Financial (NASDAQ: OCFC) to Hold from Buy.

• Citigroup downgraded Dollar General Corp (NYSE: DG) to Hold from Buy.

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

MOST NOTEWORTHY: Wendy's International Inc (WEN) and NOVA Chemicals Corp (NCX) were today's most notable downgrades:

• Matrix USA downgraded shares of fast-food restaurant Wendy's International Inc (NYSE: WEN) to Sell from Hold to reflect the company's slowing revenues, increasing expenses and valuation.

• CIBC downgraded NOVA Chemicals Corp (NYSE: NCX) to Sector Underperformer from Sector Performer, lowering their target to $27.50 from $31 as they believe margins will be squeezed in 2008 once Middle Eastern supply begins to impact export markets.

OTHER DOWNGRADES:

• Following the company's lower guidance, UBS downgraded National Semiconductor Corp (NYSE: NSM) to Neutral from Buy with a $25 target, while Citigroup downgraded National Semi to Hold from Buy with a $27 target.

• Recent strength in Royal Caribbean Cruises Ltd (NYSE: RCL) forced Bank of America to remove it from their Top Pick list.

• Jefferies downgraded shares of Triad Hospitals Inc (NYSE: TRI) to Hold from Buy pending the buyout.

• JP Morgan downgraded shares of Altiris Inc (NASDAQ: ATRS) to Neutral from Outperform based on the Symantec (SYMC) acquisition.

• Thomas Weisel downgraded Medimmune Inc (NASDAQ: MEDI) to Market Perform from Outperform on valuation.

• Matrix USA downgraded Secure Computing Corp (NASDAQ: SCUR) to Sell from Buy on valuation.

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

MOST NOTEWORTHY: The Kroger Co (KR) and Quest Diagnostics Inc (DGX) were today's most notable upgrades:

• Bank of America upgraded The Kroger Co (NYSE: KR) to Buy from Sell with a $29 target. Due to streamlined distribution and reduced SG&A expenses having closed the productivity gap with Wal-Mart Corp (NYSE: WMT), the firm believes Kroger is well positioned to accelerate growth and modestly increase operating margins.

• JP Morgan upgraded shares of Quest Diagnostics Inc (NYSE: DGX) to Overweight from Neutral as they not only believe the company's results will outperform expectations over the next few quarters, but that management will become more aggressive in the acquisitions market.

OTHER UPGRADES:

• Sterne Agee upgraded Coast Financial Holdings Inc (NASDAQ: CFHI) to Hold from Sell, with an $8.50 target.

• Goldman Sachs upgraded shares of Nova Chemical Corp (NYSE: NCX) to Neutral from Sell, with a $12 target, citing the potential sale of Nova's styrene business.

• Citing the possibility of a merger with Abitibi-Consolidated Inc (NYSE: ABY), Bowater Inc (NYSE: BOW) was upgraded to Neutral from Sell at Bank of America and to Buy from Hold at Soliel Securities.

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