MOST NOTEWORTHY: BP Plc, Swiss Reinsurance and A. Schulman were today's noteworthy upgrades:

• Morgan Stanley upgraded shares of BP Plc (NYSE: BP) to Overweight from Equal Weight as they believe the company is at an inflection and net income should grow 22% in 2009.
  
• UBS upgraded Swiss Reinsurance (OTC: SWCEY) to Neutral from Sell on the company's balance sheet, which they believe is solid, but still sees material risk to consensus estimates.
  
• KeyBanc upgraded shares of A. Schulman (NASDAQ: SHLM) to Buy from Hold as they believe the new CEO has had a significant positive impact and that downside is limited from current levels.

OTHER UPGRADES:

• NASDAQ OMX Group (NASDAQ: NDAQ) was raised to Buy from Neutral at Piper.
  
• Ashland (NYSE: ASH) was upgraded to Neutral from Underweight at JP Morgan.
  
• BMO Capital upgraded Regal Entertainment (NYSE: RGC) to Outperform from Market Perform.
  
• Goldman upgraded Northrop Grumman (NYSE: NOC) to Neutral from Sell.

MOST NOTEWORTHY: AnnTaylor, FNB Corp and MFA Mortgage were today's noteworthy upgrades:

• Friedman Billings upgraded AnnTaylor (NYSE:ANN) to Outperform from Market Perform based on better management of the business by management, stabilizing fundamentals, and strong balance sheet and cash flow.
  
• B. Riley raised FNB Corp (NYSE:FNB) to Buy from Neutral as they feel more bullish about the company's prospects after meeting with management. The firm raised their target price to $16 from $15.50.
  
• Keefe Bruyette upgraded MFA Mortgage (NYSE:MFA) to Outperform from Market Perform following the company's 40M share equity offering, which they believe will add 2.5c a quarter to EPS.

OTHER UPGRADES:

• Dell (NASADAQ:DELL) was raised at Merrill to Buy from Neutral.
  
• Lehman upgraded Nasdaq (NASDAQ:NDAQ) to Overweight from Equal Weight.
  
• Big Lots (NYSE:BIG) was upgraded to Buy from Neutral at Piper.

Merrill Lynch upgraded Dell (NASDAQ: DELL) to "buy" from "neutral," according to Briefing.com. The news service also reports that Citigroup began coverage of Valero (NSYE: VLO) with a rating of "buy."

Costco (NASDAQ: COST) was cut to "neutral" at Piper Jaffray, according to 24/7 Wall St. The financial website also reports that NASDAQ (NASDAQ: NDAQ) was raised to "overweight" at Lehman Brothers.

MOST NOTEWORTHY: National Semi, E.W. Scripps and Dell were today's noteworthy upgrades.

• Deutsche Bank upgraded shares of National Semiconductor Corp (NYSE: NSM) to Buy from Hold as it expects the company to benefit from a rebound in margins and revenue through 2008.
• Bear upgraded E.W. Scripps (NYSE: SSP) to Outperform from Peer Perform based on strength in the network cable market and third party interest in potentially acquiring Scripps Networks Interactive.
• Morgan Stanley upgraded Dell (NASDAQ: DELL) to Overweight from Equal Weight based on the company's competitively priced systems and a broader product portfolio.

OTHER UPGRADES:

• Goldman Sachs added Apple (NASDAQ: AAPL) to its Conviction Buy List.
• The firm also raised Arcelor Mittal (NYSE: MT) to Buy from Neutral and added shares to the Pan-European Buy List.
• Nasdaq (NASDAQ: NDAQ) was upgraded at Merrill to Buy from Neutral.

MOST NOTEWORTHY: Cisco Systems, NYSE Euronext, Nasdaq and Cognicase were today's noteworthy initiations:

• Friedman Billings believes Cisco Systems (NASDAQ: CSCO) is well-positioned to take advantage of "Business 2.0" applications and to gain share in a slower economic environment. The firm initiated shares with an Outperform rating and $31 target.
  
• NYSE Euronext (NYSE: NYX) and Nasdaq (NASDAQ: NDAQ) were assumed with a Neutral rating and $72 target and $44 target, respectively, at UBS. The firm cited increasing competition and moderating volumes.
  
• Deutsche Bank believes Cognicase (COGI) is one of the few carriers offering high-capacity commercial Internet access to enterprise customers at a discount to nearly all of its competitors. Shares were initiated with a Buy rating and $23 target.

OTHER INITIATIONS:

• China Housing (OTCBB: CHLN) was initiated at Merriman with a Buy rating.
  
• Goldman started Juniper (NASDAQ: JNPR) with a Market Perform rating and $27 target.
  
• Suntrust initiated hhgregg (NYSE: HGG) with a Buy rating and $16 target.

"Blank check" companies are created as shells with capital but no operating business. Their purpose it to shop for firms that they can buy and operate. These corporations are also known as SPAC for special acquisition companies.

According to The Wall Street Journal [subscription required], "Last year, SPACs accounted for nearly a quarter of all IPOs in the U.S., according to Dealogic, and the Amex was the go-to listing location for nearly all of them." Now Nasdaq (NASDAQ: NDAQ) wants a shot at allowing SPAC listings as well.

SPACs has been put together by several LBO and investment firms to be used to make buyouts down the road. That would allow the operating companies to be publicly traded right away. But, trading them on stock markets before they buy real businesses is a bad idea even if it gives the SPAC owners an edge on getting to the public market.

Trading in SPACs is trading in a phantom. Investors have no way to know what the SPAC will buy or even if it will ever buy a real business, forcing it to return money to investors. It is a form of gambling being encouraged by the exchanges.

Hopefully, the Feds won't let the Nasdaq get into the business. It will just create one more risky and poorly understood financial instrument

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

Are you finding that in these times of volatility you're trading more frequently? Maybe overtrading a bit? Well, you're not alone.

The Nasdaq (NASDAQ: NDAQ) Stock Market's revenues grew 50% in 2007 while its net earnings grew at about half that pace. Nasdaq matched 29.7% of all equity-trading volume.

The WSJ.com reported today [subscription required] that "on Sept. 20, Nasdaq and Borse Dubai settled a long battle for OMX in a deal that would eventually give Borse Dubai a 19.9% stake in Nasdaq."

Nasdaq has a few other catalysts coming up:

1. Securities and Exchange Commission approval on its exchange application to trade options
2. Completion of its acquisition of the Boston Stock Exchange and the
3. Closing of an acquisition of the Philadelphia Stock Exchange

As we see more and more exchange volume and consolidation of global exchanges, Nasdaq may outperform.

Zack Miller is the Managing Editor of IsraelNewsletter.com and a former equity analyst for a leading multinational hedge fund.

MAJOR PAPERS:

• The Nasdaq Stock Market (NASDAQ: NDAQ) will acquire the Philadelphia Stock Exchange for $652M, reported the Wall Street Journal (subscription required).

OTHER PAPERS:

• Microsoft (NASDAQ: MSFT) announced yesterday that it fired Chief Information Officer Stuart L. Scott on Friday for violating company policies, although the company did not specify an exact reason for the dismissal, reported the Associated Press.
• Laurence Fink, the chairman and CEO of BlackRock (NYSE: BLK), has met with the executive search firm responsible for filling the CEO vacancy at Merrill Lynch (NYSE: MER). Fink is believed to be the leading candidate to become Merrill's CEO, according to the New York Times.

WEBSITES:

• GigaOM reported that Google (NASDAQ: GOOG) is kicking off its game-focused advertising initiative later this month, according to inside sources.

MOST NOTEWORTHY: UQM Technologies, Blue Nile, NPS Pharmaceuticals, Massey Energy and Hartford Financial were today's noteworthy downgrades:

• Merriman downgraded shares of UQM Technologies Inc (AMEX: UQM) to Neutral from Buy after Phoenix Motorcars delayed its electric vehicle manufacturing ramp, as they view the company's Phoenix Motorcars relationship as the primary driver for near-term growth.
• Citigroup downgraded shares of Blue Nile Inc (NASDAQ: NILE) to Sell from Hold on valuation as they believe near-term risks outweigh rewards. They see risk to Q3 revenue estimates and their analysis suggests an in-line quarter at best.
• NPS Pharmaceuticals Inc (NASDAQ: NPSP) was downgraded to Neutral from Buy at Oppenheimer and to Hold from Buy at Jefferies. Oppenheimer lowered shares following disappointing Gattex data; Jefferies believes the P3 GATTEX results in short bowel syndrome make the chances of successful low-dose approval unpredictable.
• Friedman Billings downgraded Massey Energy Company (NYSE: MEE) to Underperform from Market Perform based on valuation, 2008/2009 outlook, spinoff of Patriot Coal appears to be a better investment option, and another blow to mountaintop mining and permit issues.
• JP Morgan removed The Hartford Financial Services Group Inc (NYSE: HIG) from their Focus List; however, they believe the company's fundamental outlook remains positive and expects strong Q3 results.

OTHER DOWNGRADES:

• Morgan Stanley downgraded EV3 Inc (NASDAQ: EVVV) to Underweight from Equal Weight.
• Business Objects SA (NASDAQ: BOBJ) was downgraded to Hold from Buy at Roth Capital.
• Goldman downgraded The Nasdaq Stock Market Inc (NASDAQ: NDAQ) to Neutral from Buy.
• Banc of America downgraded The Pepsi Bottling Group Inc (NYSE: PBG) to Neutral from Buy.

MOST NOTEWORTHY: Abbott Labs, Barclays, SanDisk, Mission West Properties and Texas Instruments were today's noteworthy downgrades:

• Wachovia downgraded shares of Abbott Labs (NYSE: ABT) to Market Perform from Outperform reflect several challenges to the company's key franchises. In particular, Wachovia cites the potential delay of the drug-eluting stent Xience launch in the U.S. and decelerating growth of Humira.
  
• ABN Amro downgraded shares of Barclays (NYSE: BCS) to Hold from Buy to reflect the capital markets, lower UK bank non-interest income and higher bad debts.
  
• Oppenheimer downgraded shares of SanDisk Corporation (NASDAQ: SNDK) to Neutral from Buy as they expect many of the advantages that drove shares to unwind in Q4 and into 1H08.
  
• Mission West Properties (NYSE: MSW) was downgraded to Hold from Buy at Stifel, as they now believe the possibility of a sale is 50%/50% and could be pushed back to 1H08.
  
• Think Equity downgraded shares of Texas Instruments (NYSE: TXN) to Source of Funds from Accumulate as they believe competition could hinder Q4 and 2008 growth for wireless.

OTHER DOWNGRADES:

• Citigroup downgraded Xyratex Ltd (NASDAQ: XRTX) and Valueclick (NASDAQ: VCLK) to Hold from Buy.
  
• Piper downgraded Nasdaq Stock Market (NASDAQ: NDAQ) to Market Perform from Outperform.
  
• Lehman downgraded Burlington Northern Santa Fe Corp (NYSE: BNI) to Equal Weight from Overweight and CSX Corporation (NYSE: CSX) to Underweight from Equal Weight.
  
• UBS downgraded Molson Coors (NYSE: TAP) to Neutral from Buy.

MOST NOTEWORTHY: Advanced Micro Devices, Intel Corporation, Netscout Systems, Guidance Software and Nasdaq were today's noteworthy initiations:

• Morgan Stanley started shares of Advanced Micro Devices Inc (NYSE: AMD) and Intel Corporation (NASDAQ: INTC) with Underweight ratings and a $11 target and $22 target, respectively. The firm recommends selling shares of both as they expect an inventory correction and increasingly aggressive price environment.
  
• Kaufman Brothers initiated shares of Netscout Systems Inc (NASDAQ: NTCT) with a Buy rating and $13.50 target. The firm is positive on the Network General acquisition and believes successful integration as well as continued improvement in sales execution will drive shares higher.
  
• Roth Capital resumed coverage of Guidance Software Inc (NASDAQ: GUID) with a Buy rating and $15 target and said the company is the market leader for digital forensics and that new regulations have accelerated electronic discovery in the forensic market.
  
• Jefferies started shares of The Nasdaq Stock Market Inc (NASDAQ: NDAQ) with a Buy rating and $45 target and believes the company's relative underperformance over the past two years creates an attractive entry point as earnings are poised to accelerate.

OTHER INITIATIONS:

• Credit Suisse initiated the small-cap biotechnology sector, starting shares of Poniard Pharmaceuticals Inc (NASDAQ: PARD), Dyax Corp (NASDAQ: DYAX) and Dynavax Technologies Corporation (NASDAQ: DVAX) with Outperform ratings and targets of $9, $7 and $8, respectively.
  
• Broadpoint initiated Lululemon Athletica Inc (NASDAQ: LULU) with a Neutral rating.
  
• JP Morgan started shares of Vornado Realty Trust (NYSE: VNO) and Douglas Emmett Inc (NYSE: DEI) with Neutral ratings.

U.S. stock futures were higher this morning, indicating a similar start for stock markets after after General Motors (NYSE: GM) reached a tentative agreement with the United Auto Workers to end the strike.

Yesterday, U.S. stocks finished mixed to higher with the heavily weighted technology Nasdaq composite leading the gains but with broader markets affected by retailers' gloomy forecast. The Dow Industrial Average gained 19.6 points or 0.14%, the Nasdaq Composite Index rose 15.50 points or 0.58% and the S&P 500 was down half a point or 0.03%.

Today, investors will breathe a sigh of relief the strike against GM it at its end, but will continue to focus on the economy after consumer confidence reported yesterday fell to the lowest level in nearly two years, far more than what economists had expected. The continues slump in the housing market after another decline in existing home sales was reported yesterday to the lowest level in five years. Add yesterday's report from two retailers that they expect much lower sales and the warning bells ring louder than ever. Should the labor market contract, it would affect spending. Does that mean the Federal Reserve will raise rates again?

So at 8:30 a.m., no doubt traders will pay attention to August durable orders, which is expected to have declined 3.5% after a 6% increase in July.

Later this morning, at 10:30 a.m., weekly crude inventories will be released. Oil prices rose in Asian trade today as with traders keeping an eye on tropical storms and expect U.S. crude oil stocks to have fallen 2 million barrels, on average, for the fifth-straight week, according to a Dow Jones Newswires survey of analysts.

Overseas, Asian markets ended mixed and European showed gains so far in the session, led by financials.

MOST NOTEWORTHY: Nasdaq Stock Market, Family Dollar, Circuit City, Wells Fargo and Key Corp were today's noteworthy downgrades:

• Credit Suisse downgraded Nasdaq Stock Market Inc (NASDAQ: NDAQ) to Market Perform from Outperform on valuation.
  
• JP Morgan expects Family Dollar Stores Inc (NYSE: FDO) to face macro pressures and increased competition from Wal-Mart Stores Inc (NYSE: WMT) and Dollar General.
  
• Bear downgraded shares of Circuit City Stores Inc (NYSE: CC) to Peer Perform from Outperform based on lack of visibility, execution issues, softer consumer environment, potential pricing disruptions, and product cycle concerns.
  
• Merrill downgraded shares of Wells Fargo and Company (NYSE: WFC) to Neutral from Buy to reflect higher credit losses and valuation and KeyCorp (NYSE: KEY) to Sell from Neutral to reflect the company's "weak" revenue growth.

OTHER DOWNGRADES:

• B. Riley downgraded shares of Iris International Inc (NASDAQ: IRIS) to Neutral from Buy.
  
• Soleil downgraded ExpressJet Holdings Inc (NYSE: XJT) to sell from Hold.
  
• Calyon downgraded Weatherford International (NYSE: WFT), Transocean Inc (NYSE: RIG) and Diamond Offshore Drilling Inc (NYSE: DO) to Add from Buy.

The New York Times [registration] reports that the Carlyle Group and the NASDAQ Stock Market, Inc. (NASDAQ: NDAQ) are selling out to one of the countries -- United Arab Emirates -- from which two 9/11 hijackers -- Marwan al-Shehhi and Fayez Benihammad -- hailed.

Specifically, the government of Abu Dhabi, United Arab Emirates' capital, will buy 20% of Carlyle Group, valuing it at $20 billion. While yesterday, NASDAQ announced that is was selling 19.9% of itself to Borse Dubai, the Dubai government-controlled exchange.

But not a peep of protest is emerging from the White House. And why should it protest? This is the decade where it's better to be a barrel of oil -- or a country that sits on oil -- than to be an American. After all, the price of oil is up 242% to a record $82 a barrel since its January 2001 price of $24 a barrel. Meanwhile, since 2001, the median family income adjusted for inflation has stagnated. Bernanke's bailout has slashed the dollar to record low levels against the Euro -- and since oil is traded in dollars -- that means people who drive will be paying more than ever.

The rally sparked by Tuesday's half a point rate cut by the Federal Reserve may be coming to a halt today. U.S. stock futures were weaker this morning, indicating a lower start for U.S. stocks as the market awaits the testimony of Federal Reserve Chairman Ben Bernanke on mortgage foreclosures. Bear Stearns, which has had troubles with two of its hedge funds, is due to report earnings before the opening bell, as does Goldman Sachs.

Yesterday, U.S. markets continued Tuesday's rallies and stocks closed higher. The Dow industrials rose 76 points, or 0.55% the S&P 500 closed 0.61% higher and the Nasdaq Composite 0.56% higher.

Today, little economic data is due for release and many investors will focus and scrutinize Bernanke's and Treasury Secretary Henry Paulson's testimony on foreclosures at 11:00 a.m. EDT. Still, at 8:30 a.m., the Labor Department will report weekly jobless claims last week. At 10:00 a.m., August wholesale inventories is to be released and the the Philadelphia Fed will report its September Philadelphia-area manufacturing survey at noon.

The dollar continues to fall and sank to a record low against the euro, but also against 15 of the 16 most-active currencies. Speculation that Bernanke will tell a congressional hearing that the U.S. housing slump threatens to slow economic growth put downward pressure on the dollar as it fell to $1.4065 against the euro.

Overseas, Asian indexes mostly advanced for the second straight, with shares in Hong Kong, China and India setting fresh record highs. European shares, however, declined as financials and miners giving up some of the previous day's strong gains and due to the high euro hitting exporters.

Bear Stearns Cos. (NYSE: BSC) is expected to post earnings of $1.78 per share on revenue of $1.64 billion, and Goldman Sachs Group Inc. (NYSE: GS) is expected to post earnings of $4.35 per share on $9.57 billion in revenue.

Nasdaq Stock Market (NASDAQ: NDAQ) and Borse Dubai announced a deal under which Nasdaq will take over Nordic bourse operator OMX AB, while Borse Dubai acquires just under 20% of Nasdaq and 28% of the London stock exchange.

Palm Inc. (NASDAQ: PALM) narrowed its fiscal first quarter guidance yesterday and may see a small loss or break even.

More corporate news: Before the bell: AAPL, GE, GM, FDX, GIS, MOT ...