Analyst upgrades:

• PepsiCo (NYSE: PEP) was upgraded to Buy from Hold at Deutsche Bank.
• Fortress (NYSE: FIG) was upgraded at Citigroup to Hold from Sell.
• Prudential (NYSE: PUK) was lifted to Overweight from Neutral at JP Morgan.
• Keefe Bruyette upgraded Franklin Resources (NYSE: BEN) to Outperform from Market Perform and added shares to their Best Ideas List on valuation as they see an attractive risk/reward at current levels.
• UBS upgraded ASML Holding (NASDAQ: ASML) to Buy from Neutral on valuation as they believe the company remains a market leader.
• Oppenheimer raised Seattle Genetics (NASDAQ: SGEN) to Outperform from Perform on valuation following the recent weakness as they expect positive clinical news flow beginning in December.

Analyst downgrades:

• UBS downgraded U.S. Steel (NYSE: X) to Sell from Buy and lowered its target to $30 from $60 citing deteriorating U.S. conditions and concerns about the company's high fixed costs in a falling steel price environment.
• Royal Dutch Shell (NYSE: RDS.A) was downgraded to Underperform from Neutral at Credit Suisse.
  
• China Unicom (NYSE: CHU) was lowered to Underweight from Neutral at JP Morgan.

MAJOR PAPERS:

• The Wall Street Journal reported that a spokesperson for New Corporation (NYSE: NWS) said the company has dropped out of the bidding for Tribune Co's (NYSE: TXA) Newsday. This leaves Cablevision Systems Corporation (NYSE: CVC) as the apparent winner of the auction.
• According to people familiar with the matter, the Wall Street Journal reported that American International Group Inc's (NYSE: AIG) airplane-leasing unit is considering a split from the company. The people said International Lease Finance Corp have grown "increasingly concerned" the company will be hurt by AIG's financial troubles.
• Royal Dutch Shell Plc (NYSE: RDS.A) and Spain's Repsol YPF SA (NYSE: REP) are pulling out of one of Iran's biggest gas projects, the $10B-plus development of phase 13 of South Pars, the world's largest gas field, the Financial Times reported.

WEB SITES:

• Bloomberg reported that HSBC Holdings Plc (NYSE: HBC) set aside a smaller-than-forecast $3.2B for bad loans in the U.S. The bank also said its Q1 profit was higher than Q107.

MAJOR PAPERS:

• According to people familiar with the situation, the Wall Street Journal reported that Hurray! Holding Co Ltd (NASDAQ: HRAY) and Enlight Media have agreed to a merger valued at about $160M, that could be announced as early as Monday afternoon.
• The Financial Times reported that anti-corruption investigators are probing payments by Chevron Corporation's (NYSE: CVX) ChevronTexaco and Royal Dutch Shell PLC (NYSE: RDS.A) to a company owned by powerful Nigerian politician James Ibori, whom they suspect has laundered tens of millions of dollars in British banks, cars and property.
• The Financial Times also reported that Vodafone Group Plc (NYSE: VOD) is looking to increase its presence in China through a government-led restructuring of the country's telecommunications industry.
• According to Barron's "The Trader," there is speculation that the decline in the shares of Echostar Communications Corporation (NASDAQ: DISH) last week has reinvigorated AT&T Inc's (NYSE: T) interest in buying the company.

OTHER PAPERS:

• Citigroup Incorporated (NYSE: C) is said to have "informally" approached The Royal Bank of Scotland Group Plc's (NYSE: RBS) CEO, Sir Fred Goodwin, the Telegraph reported.

Rising global demand for oil, combined with geological studies that predict that global oil production derived from conventional oil supplies will begin to decline late in this century, or as early as 2040, has led to a search for unconventional oil supplies.

Further, a large amount of that unconventional oil exists in the form of tar sands in Alberta, Canada, the bitumen of which is capable of producing 1.7 billion barrels of synthetic crude. Moreover, if just 10% of this field is actually recoverable, it would still represent the second largest oil reserve in the world.

But, as writer Elizabeth Kolbert outlined in an article on unconventional oil in this week's issue of The New Yorker magazine ("Unconventional Crude"), extracting that resource comes at a price: it's more expensive to extract -- about $1 of energy is needed to generate $3 of unconventional oil -- more CO2 is also released into the atmosphere than from conventional oil, and mines dug to secure the material scar the landscape, if not fully restored.

MOST NOTEWORTHY: Royal Dutch Shell (RDS.A, RSD.B) and Overseas Shipholding Group (OSG) were today's noteworthy upgrades:

• Deutsche Bank upgraded shares of Royal Dutch Shell (NYSE: RDS.A, RDS.B) to Buy from Hold to reflect improved earnings momentum from higher oil prices and strong refining margins.

• JP Morgan raised Overseas Shipholding (NYSE: OSG) to Overweight from Neutral following meetings with management to reflect uncovered value in vessels the company leases from other shipping lines...

OTHER UPGRADES:

• Wachovia upgraded shares of Raymond James Financial (NYSE: RJF) to Outperform from Market Perform.

• Union Drilling Inc (NASDAQ: UDRL) was raised to Peer Perform from Underperform at Bear Stearns.

• Deutsche Bank upgraded BP plc (NYSE: BP) to Buy from Hold.

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

MOST NOTEWORTHY: Royal Dutch Shell PLC (NYSE: RDS.A), Broadcom Corporation (NASDAQ: BRCM) and National Semiconductor Corporation (NYSE: NSM) were today's noteworthy upgrades:

• Royal Dutch Shell was upgraded to Buy from Neutral at Merrill Lynch to reflect the company's strong refining backdrop and potential for positive surprise in the gas and power and downstream segments.
• Broadcom was upgraded to Market Outperform from Market Perform at JMP Securities following positive channel checks and the recent court win over Qualcomm Incorporated (NASDAQ: QCOM).
• UBS upgraded shares of National Semiconductor to Buy from Neutral on the Q4 upside, ongoing share buyback and guidance which calls for further margin improvement.

OTHER UPGRADES:

• Banc of America upgraded shares of Qwest Communications International Inc (NYSE: Q) to Buy from Neutral to reflect greater visibility into cash flow generation potential through 2008.
• Banc of America also upgraded Cincinnati Bell Inc (NYSE: CBB) to Neutral from Sell, as they believe the stock is not a sell in a market focused on cash flow.
• Genentech Inc (NYSE: DNA) was upgraded at Deutsche Bank to Buy from Hold based on compelling valuation and fundamental outlook.
• Bear Stearns upgraded shares of Nordstrom Inc (NYSE: JWN) to Outperform from Peer Perform citing the recent share pullback and top-line growth.