Analyst upgrades:

• Jefferies upgraded Consolidated Edison (NYSE: ED) to Buy from Hold on expectations the company will be able to reach a settlement with the New York PSC Staff that will provide benefits to both ratepayers and shareholders. The firm raised its target on shares to $46 from $40.50.
• Keefe Bruyette upgraded Public Storage (NYSE: PSA) to Market Perform from Underperform to reflect the company's balance sheet, industry leading position, and potential for accretive acquisitions. The firm raised its target on shares to $75 from $57.
• JPMorgan upgraded Big Lots (NYSE: BIG) to Overweight from Neutral to reflect valuation and industry data points that suggest a pick-up in discretionary spending. The firm has a $30 target on the stock.
• Alcoa (NYSE: AA) was upgraded to Buy from Hold at Deutsche Bank.
• East West Bancorp (NASDAQ: EWBC) was upgraded to Outperform from Market Perform at Keefe Bruyette.
• Bronco Drilling (NYSE: BDC) was upgraded to Neutral from Sell at UBS.

Analyst upgrades:

• Barclays believes Procter & Gamble's (NYSE: PG) portfolio mix provides better leverage to stabilizing macro trends. The firm upgraded shares to Overweight from Equal weight and raised its target to $60 from $56. Note the firm downgraded Colgate (NYSE: CL) to Equal Weight from Overweight.
• Deutsche Bank upgraded McDonald's (NYSE: MCD) to Buy from Hold as it finds the risk/reward on shares compelling at current levels and sees upcoming catalysts from McCafe and easing commodity pressures. The firm raised its target price to $65 from $60.
• FBR Capital upgraded Talbots (NYSE: TLB) to Outperform from Market Perform to reflect an attractive risk/reward, reduced risk of a bankruptcy, and merchandise improvements. The firm raised its target price to $4 from $2.
• Nokia (NYSE: NOK) was upgraded to Buy from Hold at Deutsche Bank.
• Analog Devices (NYSE: ADI) was upgraded to Neutral from Underperform at Baird.

WellCare Health Plans, Inc. (NYSE: WCG) lost its CEO, CFO and general counsel on Friday. The company is currently under investigation for irregularities in Medicaid and Medicare billings in Connecticut and Florida. The SEC has requested information, as has the U.S. Department of Justice. Agencies are investigating whether WellCare overbilled for mental health care provided as part of Florida's Medicaid program. WellCare also has a subsidiary in the Cayman Islands. Investigators are looking into whether reinsurance arrangements through that subsidiary led to misrepresentations of costs for providing care. WellCare has not yet filed papers with the SEC for the previous quarter and will be late filing its annual report. Earnings reports for the first several quarters in 2008 will also be late.

Given the background of problems, some of which might prove very expensive to correct, why have investors bid up the stock over 11% on the news that a new management must soon take over? The stock closed on 28 January at $48.08, up $4.96 or 11.5% (though on the 29th it dipped slightly back to $47.18). Go figure!

MAJOR PAPERS:

• Liberty Media Corporation (NASDAQ: LCAPA) filed a lawsuit in Delaware against IAC/InterActiveCorp's (NASDAQ: IACI) Barry Diller in an attempt to block Mr. Diller from completing the spinoffs of several units on terms that could dilute Liberty's voting power; the suit follows a suit filed by IAC against Liberty seeking to complete the divestiture on its own terms, the Wall Street Journal said.

OTHER PAPERS:

• The Evening Standard learned that billionaire Wilbur Ross is in takeover talks with AMBAC Financial Group Inc (NYSE: ABK) and that a deal could come within the next two weeks.

WEB SITES:

• According to analysts, TheDeal.com's Dealscape blog reported that the troubles at WellCare Health Plans Inc (NYSE: WCG) could lead to a sale of the company after the departure of the company's three executives.
• Citing a source close to Advanced Micro Devices Inc (NYSE: AMD), CRN.com reported that rumors of a merger between the company and International Business Machines Corporation (NYSE: IBM) "is nothing but speculation." A rumor in Mergermarket, which caused AMD's share price to spike almost 11% on Wednesday, said IBM's microelectronics division could merge with AMD "possibly in the near term."

Shares of WellCare Health Plans (NYSE: WCG) rebounded more than 21% on Monday, after tanking for the past couple weeks on news that federal agents raided the company's headquarters. Reports have suggested that the raid was related to the company's overstating of the amount it spent on mental health services, thereby defrauding the government out of millions of dollars. For now, these are only rumors and allegations.

The Wall Street Journal's "Heard on the Street" column (subscription required) suggests that the plunge may have been spurred in part by quant funds dumping, and could even be an opportunity. Of course no one knows what will happen, but this is not a line of logic that I like.

True, the concrete damages could be limited. But what the issue does is raise grave questions about the company's management, internal controls, and corporate culture. There is no finite value that you can put on that, and owning a company where those things are in question is probably a mistake.

There could be more skeletons to be unearthed here, so I wouldn't go diving into WellCare. Uncertainty can spell opportunity, but not when it involves the integrity of the company's management.

MOST NOTEWORTHY: WellCare Health, Beacon Power, Tuesday Morning, West Pharmaceutical Services and Vectren were today's noteworthy upgrades:

• Jefferies upgraded shares of WellCare Health (NYSE: WCG) to Buy from Hold, as they believe the investigation could most likely result in fines as opposed to the loss of contracts with the company's government customers.
  
• Merriman raised its rating on Beacon Power (NASDAQ: BCON) to Buy from Neutral, as they believe the company is well-positioned for significant penetration of the growing frequency regulation markets.
  
• Piper upgraded shares of Tuesday Morning (NASDAQ: TUES) to Outperform from Market Perform as they believe the company's sales and margins trends are stabilizing.
  
• UBS upgraded West Pharmaceutical Services (NYSE: WST) to Buy from Neutral on valuation.
  
• Citigroup upgraded shares of Vectren (NYSE: VVC) to Buy from Hold, as they believe 2008 will be an inflection point with the share issuance and rate relief aiding earnings.

OTHER UPGRADES:

• Goldman added Roche (OTC: RHHBY) to its Conviction Buy List.
  
• Zumiez (NASDAQ: ZUMZ) was upgraded to Buy from Hold at McAdams, Wright.
  
• Thomas Weisel upgraded MasterCard (NYSE: MA) to Market Weight from Underweight.
  
• UBS upgraded Arcelor Mittal (NYSE: MT) to Buy from Hold.

WellCare Health Plans Inc. (NYSE: WCG), a provider of managed care services to government-sponsored healthcare programs, closed at $115.17. The U.S. Department of Justice announced that law enforcement personnel with the FBI, the U.S. Office of Inspector General and Florida Attorney Generals Medicaid fraud control unit participated in the execution of a federal search warrant of WCG's Florida headquarters. WCG option volume was heavy over the last five trading days. WCG overall option implied volatility of 44 is above its 26-week average of 35 according to Track Data, suggesting larger price risks.

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

MOST NOTEWORTHY: Amazon.com, Inc (AMZN), WellCare Health Plans, Inc (WCG) and agricultural chemical stocks were today's more noteworthy downgrades:

• BWS Financial downgraded Amazon.com Inc (NASDAQ: AMZN) to Hold from Buy citing valuation.

• Jefferies cut WellCare Health Plans Inc (NYSE: WCG) to Underperform from Hold and lowered their target to $69 from $80 as the firm believes higher-than-expected medical costs in Georgia will put significant pressure on earnings.

• Citigroup downgraded Agrium Inc (NYSE: AGU), CF Industries Holdings, Inc (NYSE: CF), Potash Corp (NYSE: POT) and Terra Industries Inc (NYSE: TRA) to Hold from Buy given the year-to-date share appreciation, as their analysis suggests near-term positive earnings revisions are near a peak and should slow going forward. Citigroup remains positive on the fertilizer industry over the long-term.

OTHER DOWNGRADES:

• Keefe Bruyette downgraded Federated Investors, Inc (NYSE: FII) to Market Perform from Outperform citing the potential impact from Bank of New York Co (BK)/ Mellon Financial Corp (MEL) transactions.

• Jefferies cut Amerigroup Corp (NYSE: AGP) to Underperform from Hold with a $25 target.

• Stephens downgraded Pacer International, Inc (NASDAQ: PACR) to Equal Weight from Overweight.

• Atlantic Equities downgraded Adobe Systems Inc (NASDAQ: ADBE) to Neutral from Overweight.

• Harman International Industries Inc (NYSE: HAR) was taken down to Hold from Buy at Gabelli.

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

MOST NOTEWORTHY: Career Education Corp (CECO) and Expedia Inc (EXPE) were today's most notable downgrades:

• Prudential downgraded Career Education Corp (NASDAQ: CECO) to Underweight from Neutral with a $20 target based fourth quarter results and guidance.

• Expedia inc (NASDAQ: EXPE) was downgraded to Sector Performer from Sector Outperformer based on a deteriorating outlook and valuation following the weak fourth quarter.

OTHER DOWNGRADES:

• Various retail dining companies were downgraded today:
  
• Denny's Corp (NASDAQ: DENN) was reduced to Neutral from Buy at Merriman, citing weak traffic trends and the net unit growth delay into 2008.
• UBS downgraded Applebee's Int'l Inc (NASDAQ: APPB) to Neutral from Buy as they believe sales and traffic declines are likely to continue until easier comps in the second quarter.
  
• BB&T downgraded California Pizza Kitchen Inc (NASDAQ: CPKI) to Hold from Buy on valuation and concerns about earnings visibility.
  

• Constellation Brands Inc (NYSE: STZ) was cut to Neutral from Buy at Goldman Sachs on concerns around upcoming guidance and their belief that a recovery in the U.K. and Australia is at least a year away.
  

• Goldman downgraded WellCare Health Plans Inc (NYSE: WCG) to Sell from Neutral.
  

• Citigroup downgraded Petrobras Energia Participaciones ADS (NYSE: PZE) and Consolidated Communications Holdings Inc (NASDAQ: CNSL) to Sell from Hold.
  

• WedBush downgraded Take-Two Interactive Software (NASDAQ: TTWO) to Sell from Hold with a $15 target to reflect less optimism about the company's sport franchise and risk from the NY AG investigation.

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