Analyst upgrades:

• JP Morgan upgraded shares of Amazon (NASDAQ:AMZN) to Overweight from Neutral as they believe the company's market share gains in the e-commerce sector will continue and that new product lines are adding diversification of revenue streams.
  
• Wachovia upgraded Leap Wireless (NASDAQ:LEAP) to Outperform from Market Perform citing new market launches that should drive subscriber growth and reduced ARPU deterioration.
  
• Deutsche Bank upgraded shares of Pride International (NYSE:PDE) to Buy from Hold as they believe investors will view the stock as a pure deepwater play beginning in Q2.
• PDL BioPharma (NASDAQ:PDLI) was upgraded to Neutral from Underweight at JP Morgan.
  
• Best Buy (NYSE:BBY) was raised to Buy from Neutral at Goldman.
  
• Altera (NYSE:ALTR) was upgraded at Wachovia to Outperform from Market Perform.

Analyst downgrades:

• Keefe Bruyette downgraded Southside Bancshares (NASDAQ:SBSI), Prosperity Bancshares (NASDAQ:PRSP), Cullen/Frost (NYSE:CFR) and BancFirst (NASDAQ:BANF) to Underperform from Market Perform on valuation and the weakening economic outlook in the Southwest.
  
• Oppenheimer cut Varian Medial (NYSE:VAR) to Perform from Outperform as they believe U.S. hospitals could reduce capital spending budgets by 15%-25% in 2009.
  
• Dress Barn (NASDAQ:DBRN) was lowered to Neutral from Buy at SunTrust based on valuation and lack of near-term catalysts.
• JetBlue (NASDAQ:JBLU) was downgraded at Jesup & Lamont to Hold from Buy.
  
• Credit Suisse cut Novellus (NASDAQ:NVLS) to Underperform from Neutral.
  
• Helen of Troy (NASDAQ:HELE) was downgraded to Underweight from Neutral at JP Morgan.

Analyst initiations:

• Merriman initiated Capstone Turbine (NASDAQ:CPST) with a Neutral rating and finds the stock fairly valued at current levels.
  
• Leerink sees a high likelihood that Momenta's (NASDAQ:MNTA) lead product candidates M-Enoxaparin and M-356 clear regulatory and legal hurdles. The firm has an Outperform rating and $16 fair value estimate on shares.
  
• NCI (NASDAQ:NCIT) was initiated with a Market Perform rating at Wachovia based on valuation.
• Teradyne (NYSE:TER) was assumed at Barclays with an Overweight rating and $6 target.

MOST NOTEWORTHY: Anheuser-Busch, Brasil Telecom and Finisar were today's noteworthy downgrades:

• UBS downgraded Anheuser-Busch (NYSE: BUD) to Neutral from Buy citing the InBev unsolicited bid.
  
• JP Morgan cut Brasil Telecom (NYSE: BRP) to Underweight from Neutral on concerns over the merger with Telemar.
  
• Piper downgraded Finisar (NASDAQ: FNSR) to Neutral from Buy following strong Q4 results, as they believe the company's acquisition of Optium creates substantial integration risk.

OTHER DOWNGRADES:

• Merrill cut Weyerhaeuser (NYSE: WY) to Neutral from Buy.
  
• PDL BioPharma (NASDAQ: PDLI) was downgraded to Neutral from Outperform at Credit Suisse.
  
• Wachovia downgraded McClatchy News (NYSE: MNI) to Underperform from Market Perform.
  
• Archer Daniels (NYSE: ADM) was downgraded to Equal Weight from Overweight at Morgan Stanley.

It would be easy to try to put the blame game on the massively high import prices or the crummy University of Michigan numbers released this morning, but frankly there is no point. Elaine Chao at the Labor Department got a "critic's pass" today because there are more important fish to fry. General Electric Co. (NYSE: GE) was such a disappointment that their quarter could have been a C-Rated low budget slasher film. It really looks like doing the exact opposite of what feels good is the right trade. Below are the unofficial closing levels for major US index levels:

DJIA 12,328.68 (-253.30; -2.01%)
S&P 500 1,333.18 (-27.37; -2.01%)
NASDAQ 2,290.24 (-61.46; -2.61%)
10YR-TBond 3.471% (-0.061)
Major list of 52-week lows

MOST NOTEWORTHY: Thornburg Mortgage, Whirlpool and Jackson Hewitt were today's noteworthy downgrades:

• Jefferies downgraded shares of Thornburg Mortgage (NYSE: TMA) to Hold from Buy to reflect the ongoing dislocation of the mortgage markets and lowered their target to $3.75 from $14. While they believe Thornburg will probably survive its current liquidity crisis, they think the company's capital structure will be impaired further.
  
• JP Morgan downgraded Whirlpool (NYSE: WHR) to Underweight from Neutral, citing valuation, higher steel prices, the difficult macro environment and competition.
  
• Stephens cut Jackson Hewitt (NYSE: JTX) to Equal Weight from Overweight to reflect the company's recent results and concerns over the issues that have impacted the basic business.

OTHER DOWNGRADES:

• Merrill lowered Bank of Montreal (NYSE: BMO) to Sell from Neutral.
  
• Lehman downgraded PDL BioPharma (NASDAQ: PDLI) to Equal Weight from Overweight.
  
• Friedman Billings downgraded Tessera (NASDAQ: TSRA) to Market Perform from Outperform.

PDL BioPharma (NYSE: PDLI) announced it will no longer actively pursue the sale of the company or its biotechnology discovery and development assets.

PDLI is recently down $2.96 to $12.88 in pre-open trading.

PDLI overall option implied volatility of 41 is above its 26-week average of 37 according to Track Data, suggesting slightly larger price movement.

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

Panacos Pharmaceuticals (NASDAQ: PANC): Moving up 14% on good earnings.

Big Lots (NYSE: BIG): Moving up 17% on a good quarter.

PDL Biopharma (NASDAQ: PDLI): Fell almost 20% on word that the company is suspending sales and restructuring.

KongZhong (NASDAQ: KONG): Falling over 5% on poor earnings.

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

MOST NOTEWORTHY: Akzo Nobel, SureWest Communications and the cable sector were today's noteworthy upgrades:

• Deutsche Bank upgraded shares of Akzo Nobel (OTC: AKZOY) to Buy from Hold as they believe the company's growth and restructuring potential are being undervalued by the market.
• Jefferies raised its rating on SureWest Communications (NASDAQ: SURW) with to Buy from Hold. The firm believes the company's fiber network and strong cash position make it an attractive M&A target.
• Morgan Stanley upgraded the cable sector to Attractive from Cautious, also upgrading Comcast (NASDAQ: CMCSA) to Overweight from Equal Weight.

OTHER UPGRADES:

• Lehman upgraded Comstock Resources (NYSE: CRK) to Equal Weight from Underweight and PDL BioPharma (NASDAQ: PDLI) to Overweight from Equal Weight.
• Cowen upgraded Genentech (NYSE: DNA) to Outperform from Neutral.
• Brandywine Realty Trust (NYSE: BDN) was upgraded to Neutral from Sell at Merrill Lynch.

MOST NOTEWORTHY: UBS AG, ProLogis, AMB Property, Navteq and PDL BioPharma were today's noteworthy upgrades:

• JP Morgan upgraded shares of UBS (NYSE: UBS) to Neutral from Underweight as they believe the company can start fresh after yesterday's pre-announcement.
  
• Banc of America upgraded shares of ProLogis (NYSE: PLD) and AMB Property (NYSE: AMB) to Buy from Neutral to reflect their positive outlook on global industrial REITs and believes they are positioned to benefit from global demand for industrial space.
  
• Navteq Corporation (NYSE: NVT) was upgraded at Deutsche Bank to Hold from Sell to reflect the acquisition by Nokia Corporation (NYSE: NOK).
  
• Wachovia raised shares of PDL BioPharma Inc (NASDAQ: PDLI) to Outperform from Market Perform following the CEO resignation and potential sale of the company.

OTHER UPGRADES:

• Thor Industries (NYSE: THO) was upgraded to Buy from Gradually Accumulate at Soleil.
  
• Gabelli upgraded Hershey Company (NYSE: HSY) to Hold from Sell.
  
• Forest Laboratories (NYSE: FRX) was upgraded at Citigroup to Hold from Sell.
  
• Roth Capital upgraded Conexant Systems (NASDAQ: CNXT) to Hold from Sell.

DOW JONES & COMPANY (NYSE: DJ)

Could it happen? Could News Corporation (NYSE: NWS) pull its offer? They could, and the fear is absolutely there. That's why the stock has fallen. For one, the Bancroft family, which controls the majority of Dow Jones' shares, hasn't formally accepted Rupert Murdoch's $5B, $60 a share offer. And no one else has come forward with a competing bid. But it does seem that both sides are moving together in the same direction. Okay, but somebody should make up their mind -- either way -- and stop fiddling around.

EXPEDIA INC (NASDAQ: EXPE), IAC/INTERACTIVECORP (NASDAQ: IACI)

Barry Diller is back at it. The chairman and CEO of IAC/InteractiveCorp, who is also chairman of the board and a senior advisor to Expedia, is working to take online travel firm Expedia private at $30 a share. Part of any deal will involve Expedia's TripAdvisor being spun off with about 400 jobs being lost in that shuffle.

PENN NATIONAL GAMING INC (NASDAQ: PENN)

After many, many laps around the track, this race is over, as race track and casino operator Penn agreed to be acquired today by Fortress Investment Group LLC (NYSE: FIG) and private equity firm Centerbridge Partners. All cash, baby, in a deal worth $8.9B that includes $2.8B of assumed debt. Everyone to the Winner's Circle.

MOST NOTEWORTHY: Dell Inc (DELL), JetBlue Airways Corp (JBLU), Time Warner Inc (TWX) and Spectrum Brands, Inc (SPC) were some of today's notable upgrades.

• Goldman Sachs upgraded Dell Inc (NASDAQ: DELL) to Buy from Neutral with a $28 target to reflect the potential for buyback as well as other growth steps in the company's turnaround efforts.

• JetBlue Airways Corp (NASDAQ: JBLU) was upgraded to Neutral from Reduce at UBS.

• Time Warner Inc (NYSE: TWX) Inc was upgraded to Outperform from Peer Perform at Bear Stearns.

• Prudential upgraded Spectrum Brands Inc (NYSE: SPC) to Neutral from Underweight with a $5 target on valuation.

OTHER UPGRADES:

• United Technologies Corp (NYSE: UTX) was upgraded to Outperform from Neutral with a $79 target at Credit Suisse as the firm believes management can achieve better results across the company's commercial business.

• JP Morgan upgraded Applied Biosystems, Inc (NYSE: ABI) to Neutral from Underweight.

• Matrix USA upgraded Realnetworks, Inc (NASDAQ: RNWK) to Buy from Hold on valuation.

• Calyon upgraded Red Lion Hotels Corp (NYSE: RLH) to Add from Neutral with a $14 target.

• Prudential upgraded PDL BioPharma Inc (NASDAQ: PDLI) to Overweight from Neutral with a $28 target.

• Citigroup added Caterpillar Inc (NASDAQ: CAT) to its Recommended List.

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