MOST NOTEWORTHY: Lululemon, National City and Devon Energy were today's noteworthy upgrades:

• Thomas Weisel upgraded shares of Lululemon (NASDAQ:LULU) to Overweight from Market Weight as they believe the company's momentum continues following the strong results; the firm maintains a $43 target on shares.
  
• Bear upgraded National City (NYSE:NCC) to Outperform from Underperform citing favorable risk/reward following reports is is considering a transaction with KeyCorp (NYSE:KEY).
  
• JP Morgan raised Devon Energy (NYSE:DVN) to Overweight from Neutral citing solid organic growth with high rates of returns.

OTHER UPGRADES:

• Micron (NYSE:MU) was upgraded at Goldman to Neutral from Sell.
  
• Merrill raised eBay (NASDAQ:EBAY) to Buy from Neutral.
  
• Oppenheimer upgraded to Outperform from Perform Marathon Oil (NYSE:MRO).

Morgan Stanley upgraded National City (NYSE: NCC) from "underweight" to "equal weight," according to MarketWatch.

Oppenheimer has upgrade Marathon Oil (NYSE: MRO) to "out-perform" from "perform," according to Briefing.com. The financial news service also reports that Ebay (NASDAQ: EBAY) has been upgraded to "buy" from "neutral" at Merrill Lynch.

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

Readers of this space know that oil/oil services has been a preferred sector. Given ramping demand in the developing world and oil's importance in a growing global economy, oil and oil services companies are likely to continue to experience steady demand for their services/products, and a provider worth a review is Marathon Oil.

Marathon Oil Corporation (NYSE: MRO) has what analysts like to see in an oil operation: a large/geographically-wide exploration footprint, very good production, and strong refining operations.

Further, that last tangible may be the most valuable, given the barely-adequate refinery capacity in the United States. What's more, the stock market's early 2008 sell-off has created a buying opportunity with Marathon. With a p/e of about 9, MRO's risk/return ratio is low. The Reuters FY 2008/FY 2009 EPS consensus estimates for MRO are $6.33 to $6.77.

MOST NOTEWORTHY: Goldman Sachs, Lehman and TD AmeriTrade were today's noteworthy downgrades:

• UBS downgraded Goldman Sachs (NYSE: GS) to Neutral from Buy. The firm believes liquidity problems and de-leveraging in the capital markets will get worst before they get better; UBS also downgraded Bank of New York (NYSE: BK), State Street (NYSE: STT) and Invesco (NYSE: IVZ) to Neutral from Buy.
  
• Following Bear Stearns' (NYSE: BSC) downfall, UBS also downgraded Lehman Brothers (NYSE: LEH) to Neutral from Buy and said the company could be the "next on the list" for the confidence/liquidity crisis by some investors.
  
• TD AmeriTrade (NASDAQ: AMTD) was downgraded to Neutral from buy at UBS and to Market Perform from Outperform at Friedman Billings. Friedman Billings downgraded TD Ameritrade citing slowing client activity as well as margin compression.

OTHER DOWNGRADES:

• JP Morgan cut Portugal Telecom (NYSE: PT) to Underweight from Neutral.
  
• Goldman downgraded Marathon Oil (NYSE: MRO) and Holly Corp (NYSE: HOC) to Neutral from Buy and removed Frontier Oil (NYSE: FTO) from its Conviction Buy List.

TheStreet.com's Jim Cramer says you have to be bullish on the commodity when we're using more of it than ever, it's running out and $100 a barrel doesn't even sound crazy anymore.

Can you trust the International Energy Agency to be right about how oil demand will be blunted by high prices and how consumption will decline?

First, let's deal with demand. I haven't seen any slowing in demand in any of the indicators I use, in part because gasoline hasn't kept pace with the commodity. Cars, certainly, haven't made any strides in using less gasoline, and news right now out of Ford (NYSE: F) (Cramer's Take) is that there's really been no progress whatsoever.

How about heating demand? I have seen no switch whatsoever to another fuel because of the rise. Not one bit, or you would see a nat gas rally.

How about power plant demand? I am willing to think that some power plant manufacturers will debate switching, but building a new coal plant is something no one feels comfortable with without new standards. Nothing's happened along these lines, though.

Has oil's high price given you the shakes? Well relax, and leverage oil's high price by considering Marathon Oil's (NYSE: MRO) shares.

Marathon has the 'oil triple play,' of sorts, what one likes to see in an oil operation: a large, geographically-wide exploration footprint, very good production, and strong refining operations.

Further, that last tangible may be the most valuable, given the barely-adequate refinery capacity in the United States. What's more, Thursday's market sell-off that saw the Dow close down about 362 points to 13,567.87, has created a buying opportunity with Marathon. MRO's shares closed down $1.46 to $57.63. And with a p/e of 9, MRO's risk/return ratio is low.

MRO's drawbacks: Analysts are keeping an eye on costs, and healthy gasoline refining margins may narrow heading into early 2008. But unless there is a substantial increase in global oil production, or a comparable reduction in U.S. gasoline consumption, Marathon is well-positioned for the immediate years ahead. The Reuters F2007/F2008 EPS consensus estimates for MRO are $6.04/$6.44.

The First Call mean rating for MRO is: Buy. [20 firms.] Mean 2007 target: $63.75. [high: $75, low: $46.50.]

Stock Analysis: Marathon is moderate-risk stock not suitable for low-risk investors. Investors with an investment horizon longer than 1 year should be rewarded from MRO's shares. Sell/Stop Loss: $39.

MOST NOTEWORTHY: Texas Instruments, Check Point, Mobile Mini, Vineyard National Bancorp and TorreyPines were today's noteworthy downgrades:

• Jefferies downgraded shares of Texas Instruments (NYSE: TXN) to Hold from Buy, as they believe the company's fundamentals are weakening given the worse than anticipated share losses in the wireless segment. Shares were also lowered to Neutral from Overweight at JP Morgan, to Equal Weight from Overweight at Lehman, to Neutral from Outperform at Credit Suisse, and to Neutral from Buy at UBS to reflect the slowdown in the company's wireless growth.
  
• Check Point Software (NASDAQ: CHKP) was downgraded to Hold from Buy at Jefferies on valuation and highlights the difficult spending environment in 1H08 as well as the company's tough comps.
  
• Deutsche Bank downgraded shares of Mobile Mini (NASDAQ: MINI) to Hold from Buy following the company's negative preannouncement.
  
• Oppenheimer lowered Vineyard National Bancorp (NASDAQ: VNBC) to Neutral from Buy to reflect slower pace of balance sheet growth and lower gain-on-sale income estimates.
  
• JMP Securities downgraded TorreyPines (NASDAQ: TPTX) to Market Outperform from Strong Buy and said Tezampanel's lack of dose response and statistically significant pain free response will keep the stock in the "show me" category.

OTHER DOWNGRADES:

• JP Morgan downgraded ConocoPhillips (NYSE: COP) to Underweight from Neutral and Marathon Oil Corporation (NYSE: MRO) to Neutral from Overweight.
  
• UBS downgraded Zions Bancorporation (NASDAQ: ZION) to Neutral from Buy.
  
• Citigroup downgraded Kellogg Company (NYSE: K) to Hold from Buy.
  
• ThinkEquity downgraded ValueClick (NASDAQ: VCLK) to Source of Funds from Buy.

MOST NOTEWORTHY: Obagi Medical, Medical, Microsemi, Marathon Oil and Encore Energy were today's noteworthy initiations:

• Obagi Medical Products (NASDAQ: OMPI) was initiated with a Positive rating at Susquehanna, as they like Obagi's growth opportunity in the aesthetics-dermatology market and views the company as an interesting take-out target for a larger specialty pharmaceutical company.
  
• Montgomery believes Microsemi Corporation's (NASDAQ: MSCC) core business is on track and gaining momentum based on leverage in both high-reliability and high-performance analog. The firm started shares with a Buy rating and $34 target.
  
• Goldman initiated Marathon Oil Corporation (NYSE: MRO) with a Buy rating and $72 target, as they view Marathon as most favorably leveraged refining company and would use seasonal weakness in refining margins as a buying opportunity.
  
• RBC Capital sees a large opportunity for Encore Energy Parners (NYSE: ENP) to grow its reserves from internal negotiated transactions from its parent, Encore Acquisition Companies (NYSE: EAC), starting shares off with an Outperform rating and $26 target.

OTHER INITIATIONS:

• BMO Capital initiated DCT Industrial Trust (NYSE: DCT) with a Market Perform rating.
  
• Lehman started shares of Darden Restaurants (NYSE: DRI) with an Overweight rating and $52 target.
  
• The firm also reinstated Radian Group (NYSE: RDN) and MGIC Investment Corporation (NYSE: MTG) with Underweight ratings.

MOST NOTEWORTHY: Refiners, MasTec, Cognos, Forest Labs and Reuters Group were today's noteworthy upgrades:

• Bernstein upgraded shares of Marathon Oil Corporation (NYSE: MRO), Tesoro Corporation (NYSE: TSO), Sunoco Incorporated (NYSE: SUN) and Valero Energy Corporation (NYSE: VLO) to Market Perform from Underperform.
• MasTec Incorporated (NYSE: MTZ) was upgraded to Buy from Accumulate at Think Equity and to Buy from Hold at SMH Capital on valuation following yesterday's sell-off.
• JP Morgan upgraded shares of Cognos Incorporated (NASDAQ: COGN) to Overweight from Neutral citing solid end demand, expanded sales capacity, indications that C8 adoption should see an uptick, and the Applix Inc (NASDAQ: APLX) acquisition.
• Forest Laboratories Inc (NYSE: FRX) was upgraded to Buy from Hold at Jefferies, as the firm believes Forest's victory in the Lexapro patent case eliminates a major overhang and returns the focus to the company's pipeline.
• Lehman upgraded shares of Reuters Group (NASDAQ: RTRSY) to Overweight from Equal Weight to reflect benefits from the company's merger with Thomson Corporation (NYSE: TOC).

OTHER UPGRADES:

• UBS upgraded shares of General Mills Inc (NYSE: GIS) to Buy from Neutral.
• Thornburg Mortgage (NYSE: TMA) was upgraded to Sector Perform from Underperform at RBC Capital Markets.
• CIBC World Markets upgraded EDO Corporation (NYSE: EDO) to Sector Outperformer from Sector Performer.
• Bernstein upgraded shares of Rio Tinto (NYSE: RTP) to Outperform from Market Perform and shares of Anglo American (NASDAQ: AAUK) to Market Perform from Underperform.

MOST NOTEWORTHY: Mattel (MAT), UnitedHealth (UNH), Alcoa (AA), 1-800-Flowers.com (FLWS) and Marathon Oil (MRO) were today's noteworthy upgrades:

• Piper upgraded shares of Mattel (NYSE: MAT) to Outperform from Peer Perform on valuation and improving fundamentals and notes that product recalls have historically not had a lasting impact on sales.

• Goldman upgraded UnitedHealth (NYSE: UNH) to Neutral from Sell on valuation and expectations for improved profitability in 2H07.

• Alcoa (NYSE: AA) was upgraded to Outperform from Market Perform at Friedman Billings on valuation and expectations for a favorable report next week.

• JMP Securities has increased confidence in 1-800-Flowers.com's (NASDAQ: FLWS) management initiatives to drive leverage and operating margins following the Q4 report, upgrading shares to Outperform from Market Perform.

• Lehman upgraded shares of Marathon Oil (NYSE: MRO) to Overweight from Equal-Weight on valuation and expectations for strong oil and gas production growth...

OTHER UPGRADES:

• NBTY Inc (NYSE: NTY) was upgraded to Neutral from Underperform at JP Morgan.

• ThinkEquity upgraded F5 Networks (NASDAQ: FFIV) to Buy from Accumulate.

• Goldman upgraded the oil services sector to Attractive from Neutral based on the recent pullback; Sunoco (NYSE: SUN) and Hess (NYSE: HES) were also upgraded to Buy from Neutral.

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

There was a big acquisition announced today [subscription required] in the world of oil and gas, as Marathon Oil Corp (NYSE: MRO) is picking up Canada's Western Oil Sands Inc. for $5.56 billion, plus assumed debt of $650 million.

The deal is going to give Marathon Oil a huge presence in one of the world's largest crude oil reservoirs, the Athabasca Oil Sands Project. The deal, which is scheduled to finalize during the fourth quarter of this year, is going to give Marathon control over 300,000 gross acres of oil sands.

There are lots of hopes riding on the future of oil coming out of the Canadian oil sands. While the cost of getting that oil out of the ground is much higher than the cost of normal oil exploration, there are several reasons why it is being viewed as very profitable. The primary reason is the close proximity that the area has to America, which is, after all, the world's largest consumer. Being the closest supplier to the world's largest consumer of oil puts companies in Canada in a very enviable position.

MOST NOTEWORTHY: MGM Mirage (MGM), KLA-Tencor Corp (KLAC), Raytheon Co (RTN) and four apartment REIT's were today's noteworthy upgrades:

• Bear Stearns upgraded MGM Mirage (NYSE: MGM) to Outperform from Peer Perform following Kirk Kerkorian's intentions to purchase the Bellagio and City Center and also pursue strategic alternatives for the rest of the company.

• Matrix raised KLA-Tencor (NASDAQ: KLAC) to Buy from Hold, believing that growing demand for memory chips used in computers is leading to increasing revenues and profits.

• Cowen upgrade shares of Raytheon (NYSE: RTN) to Outperform from Neutral based on cash deployment potential from the RAC sale, pension EPS tailwind, foreign sales cycle, and strong execution.

• Wachovia upgraded shares of Archstone-Smith Trust (NYSE: ASN) and Apartment Investment and Management Co (NYSE: AIV) to Outperform from Market Perform and Equity Residential (NYSE: EQR) and UDR, Inc (NYSE: UDR) to Market Perform from Underperform...

OTHER UPGRADES:

• AG Edwards upgraded Marathon Oil Corp (NYSE: MRO) and Royal Dutch Shell (NYSE: RSA.A) to Buy from Hold.

• Stifel raised Citrix Systems, Inc (NASDAQ: CTXS) to Buy from Hold.

• RBC Capital raised Kilroy Realty Corp (NYSE: KRC), Boston Properties, Inc (NYSE: BXP) and Maquire Properties, Inc (NYSE: MPG) to Sector Perform from Underperform.

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

MOST NOTEWORTHY: General Motors Corp (GM), DaimlerChrysler (DCX), Mattel, Inc (MAT), Nvidia Corp (NVDA) and Advanced Micro Devices (AMD) were today's noteworthy upgrades:

• Lehman upgraded shares of General Motors (NYSE: GM) to Equal-Weight from Underweight with a $30 target following the Chrysler sale as the firm believes GM will now take a tougher stance on its labor negotiations.

• UBS upgraded shares of DaimlerChrysler AG (NYSE: DCX) to Buy from Neutral on the Chrysler sale and valuation. The broker believes the core Daimler unit looks inexpensive.

• Mattel Inc (NYSE: MAT) was upgraded to Buy from Hold at Matrix USA to reflect increasing sales growth.

• ThinkEquity upgraded shares of Nvidia Corp (NASDAQ: NVDA) to Buy from Sell as the firm believes AMD could beat expectations for the next several quarters, likely affecting NVDA's chipset business and driving shares higher.

• ThinkEquity upgraded shares of Advanced Micro Devices (NYSE: AMD) to Buy from Sell citing strong Dell Inc (DELL) orders. Following Nvidia's comments on its quarterly report and channel checks, the firm now believes AMD is poised to beat expectations for the next several quarters and is truly a going concern...

OTHER UPGRADES:

• Citigroup upgraded EnCana Corp (NYSE: ECA) to Hold from Sell.

• BMO Upgraded Las Vegas Sands Corp (NYSE: LVS) to Outperform from Market Perform.

• Banc Of America raised Marathon Oil Corp (NYSE: MRO) to Buy from Neutral with a $125 target.

• Newfield Exploration Co (NYSE: NFX) was upgraded to Outperform from Market Perform at Bernstein.

• Credit Suisse upgraded Ralcorp Holdings, Inc (NYSE: RAH) to Outperform from Neutral.

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

MAJOR PAPERS:

• The Wall Street Journal reported that Telefonica SA ADS of Spain (NYSE: TEF), in a $5.6B deal, has won a stake in Telecom Italia (NYSE: TI), but not control.
• According to the Wall Street Journal, Jones Apparel Group Inc (NYSE: JNY) CEO Peter Boneparth may sell Barney's, which it purchased in 2004 for $400M and today may be worth $800M.
• The Wall Street Journal reported that Marathon Oil Corporation (NYSE: MRO) is constructing a $3.2B addition to its biggest refinery in Louisiana for diesel fuel.
• The Wall Street Journal reported that Deutsche Boerse is in talks to make a $2.6B offer for International Securities Exchange Holdings Inc (NYSE: ISE).
• Senior Citigroup Inc (NYSE: C) executives are afraid the company could become a target of activist hedge funds seeking to break the company up, reported the Financial Times.
• According to the Financial Times, a number of companies involved in options backdating scandals, including McAfee Incorporated (NYSE: MFE) and Novell Inc (NASDAQ: NOVL), could be vulnerable to takeover by activist investors.

OTHER PAPERS:

• The New York Times "Dealbook" reported that Porsche has bid $48.9B for Volkswagen AG (OTC: VLKAY), and the bid will run for four weeks starting today.
• The News Journal reported that AstraZeneca (NYSE: AZN) has received a subpoena from the Delaware Attorney General, which seeks documents about the company's contracts with Delaware hospitals.