MOST NOTEWORTHY: Energy companies, Regulated and Diversified Utilities and Tailsman Energy were today's noteworthy upgrades:

• Bernstein raised its 2008 oil forecast to $92.30/bbl, up 27%, and 2008 natural gas forecast to $8.30/mcf, up 7%. By 2012, the firm expects oil prices to be around $86/bbl and for gas to be $9.2/mcf. The firm upgraded Apache Corp (NYSE: APA) and XTO Energy (NYSE: XTO) to Outperform from Market Perform and EnCana (NYSE: ECA) to Market Perform from Underperform.
  
• Goldman upgraded the Regulated and Diversified Utilities sub-sectors to Attractive from Neutral citing expected economic weakness, positive commodity exposure, and earnings growth. The firm upgraded American Electric Power (NYSE: AEP) to Buy from Neutral.
  
• Citigroup upgraded shares of Tailsman Energy (NYSE: TLM) to Buy from Hold ahead of the company's annual meeting as they believe it will announce a new strategy of low risk resource development on existing acreage and that shares will react positively.

OTHER UPGRADES:

• UBS raised Watson Wyatt (NYSE: WW) to Buy from Neutral.
  
• Jefferies upgraded Clear Channel Outdoors (NYSE: CCO) to Buy from Hold.
  
• Bear upgraded Telecom Italia (NYSE: TI) to Peer Perform from Underperform.

As it looks forward to the shareholder vote on the tumultuous $19.5 billion, $39.20 a share takeover offer from Bain Capital Partners LLC and Thomas H. Lee Partners LP, Clear Channel Communications Inc. (NYSE: CCU) reported strong second-quarter earnings from its roadside billboard business. Overall revenue rose to $1.8 billion, up 5% from 2006, and net income climbed from $48 million to $68.6 million. Diluted EPS before discontinued operations was $.42, up from $.34 from 2006 but below the $.44 projected by analysts surveyed by Thompson.

Clear Channel Outdoor Holdings (NYSE: CCO), of which CCU owns 90%, continued to drive the corporate earnings with net income up 45% to $68 million and EPS of $.19 vs $.14. The radio segment, which CCO is in the process of selling off, was up only 1%.

The company's stock has followed the general market trend in the past few days, off $1.35 from its $38.20 month high, but on the rebound today.

MOST NOTEWORTHY: Shire Plc (SHPGY), Cablevision Systems Corp (CVC), Yahoo! (YHOO), Ensco International (ESV) and Clear Channel Outdoor Holdings (CCO) were today's noteworthy downgrades:

• JP Morgan downgraded shares of Shire Plc (NASDAQ: SHPGY) to Neutral from Overweight to reflect risk of Adderall XR patients switching to Vyvanse.

• Deutsche Bank cut Cablevision (NYSE: CVC) to Hold from Buy, saying shares reflect a likely higher bid from the Dolan family.

• ThinkEquity downgraded shares of Yahoo! (NASDAQ: YHOO) to Accumulate from Buy following checks that indicate marginal Panama upside, poor execution in premium display and an incomplete/vulnerable non-premium display strategy.

• Credit Suisse cut Ensco International (NYSE: ESV) to Underperform from Neutral on valuation.

• SMH Capital downgraded Clear Channel Outdoors (NYSE: CCO) to Sell from Neutral and recommended investors to swap into Lamar Advertising Co (NASDAQ: LAMR), based on the company's higher-quality name in the outdoor advertising sub-space...

OTHER DOWNGRADES:

• Baidu.com (NASDAQ: BIDU) was cut to Hold from Buy at Citigroup.

• Brinker International (NYSE: EAT) was downgraded to Underweight from Equal Weight at Morgan Stanley.

• Hilliard Lyons downgraded Nike Inc (NYSE: NKE) to Neutral from Long-Term Buy.

• Buckingham cut Ashland Inc (NYSE: ASH) and Cabot Corp (NYSE: CBT) to Neutral from Accumulate.

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

MOST NOTEWORTHY: Dominion Resources (D), Digene (DIGE) and Deutsche Bank (DB) were today's noteworthy downgrades:

• BMO Capital downgraded shares of Dominion Resources Inc. (NYSE: D) to Market Perform from Outperform citing the sale proceeds for its onshore U.S. E&P properties that were below expectations.
• Digene Corp. (NASDAQ: DIGE) was downgraded to Sell from Neutral at Ferris Baker Watts based on the acquisition by Qiagen (NASDAQ: QGEN). Digene was also downgraded at SummerStreet to Neutral from Buy, as the firm views the Qiagen's acquisition for $1.6B as reasonable.
• Deutsche Bank (NYSE: DB) was downgraded to Underweight from Neutral at JP Morgan, as the firm sees better value in traditional credit-exposed banks.

OTHER DOWNGRADES:

• Norsk Hydro (NYSE: NHY) and BP PLC (NYSE: BP) were downgraded to Hold from Buy at Citigroup.
• Quiksilver Inc. (NYSE: ZQK) was downgraded to Neutral from Outperform at Robert W Baird due to valuation.
  
• Banc of America downgraded shares of SunTrust Banks Inc. (NYSE: STI) to Neutral from Buy on valuation as they believe further sales of Coke may not be very accretive to EPS.
• LifePoint Hospitals Inc. (NASDAQ: LPNT) was downgraded to Hold from Buy at Jefferies based on valuation.
• Clear Channel Outdoors Holdings Inc. (NYSE: CCO) was downgraded to Hold from Buy at DBAB on valuation.
• Matrix USA downgraded shares of Apollo Group Inc. (NASDAQ: APOL) to Hold from Buy to reflect rising costs and lower enrollment rates.
• Matrix also downgraded True Religion Apparel Inc. (NASDAQ: TRLG) to Hold from Buy on valuation.

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

Today, Clear Channel Communications (NYSE: CCU) reported its Q1 results. Revenues increased from $1.49 billion to $1.61 billion, while net income rose from $96.8 million or $0.19 per share to $102.2 million, or $0.21 per share.

But the stock barely moved. Then again, Clear Channel is in the process of a leveraged buyout and the deal is looking iffy.

Recently, Clear Channel's private equity buyers -- Bain Capital Partners and Thomas H. Lee Partners -- upped their bid from $37.60 to $39. But it may not be enough to satisfy major investors like Fidelity Investments and Highfields Capital Management.

Looking at the five-year stock chart of Clear Channel is depressing. The stock price is off about a third. The largest radio operator can't seem to find growth opportunities, and then there are the threats from Internet radio, Apple (NASDAQ: AAPL) iPods, satellite radios, and other digital alternatives.

So if things are so bleak, why would Bain and Thomas H. Lee want to buy the company? Aren't these folks smart and have a history of posting strong returns?

I think the answer is fairly obvious. These investors see a value play.

On tonight's MAD MONEY show on CNBC Jim Cramer was comparing new, and old, media stocks. While his first pick was Daktronics, Inc. (NASDAQ:DAKT), with its focus on digital advertising, his second pick was decidedly old media. Cramer mentioned that the companies buying the billboards are a good "play." In that market, Cramer thinks Lamar Advertising Company (NASDAQ:LAMR) is a winner. Could it be? Yep, the "A" word... he thinks it could even be an acquisition target. There is a new rating system for outdoor advertising, and the company doesn't even have 1% of its billboards as digital.

LAMR is up almost 2% in after-hours trading at $64.43. It closed up 0.5% at $63.30 in regular trading and has a $44.99 to $63.36 trading range over the last 52-weeks. So it is at a new high and the only time it was ever this high was back at the 1999-2000 turn when the ad economy was on fire. It has a $6.4 billion market cap and he thinks a management buyout or private equity offer could provide a floor for the stock.

He thinks this is more acquirable than Clear Channel Outdoor Holdings, Inc. (NYSE:CCO).

[Photo CodyR]