MOST NOTEWORTHY: U.S. semiconductors, Teekay Offshore and Oplink Communications were today's noteworthy upgrades:

• Goldman upgraded the U.S. Semiconductor Sector, including Intel (NASDAQ: INTC) and SanDisk (NASDAQ: SNDK) to Attractive from Neutral. The firm believes semi fundamentals are poised to improve in 2H08 and that valuations are reasonable.
  
• Wachovia upgraded Teekay Offshore (NYSE: TOO) to Outperform from Market Perform based on valuation and increased distribution growth outlook following the acquisition of an additional 25% ownership interest in Teekay Offshore Operating, L.P.
  
• Merriman upgraded shares of Oplink Communications (NASDAQ: OPLK) to Buy from Neutral as it believes the company is an attractive takeover target following the Finisar (NASDAQ: FNSR) and Optium (NASDAQ: OPTM) merger, given its low-cost Chinese manufacturing capacity and attractive $140M cash balance.

OTHER UPGRADES:

• Goldman upgraded Amazon.com (NASDAQ: AMZN) to Buy from Neutral and added shares to its Conviction Buy List.
  
• William Blair raised Interpublic Group (NYSE: IPG) to Outperform from Market Perform.
  
• Citigroup upgraded Texas Instruments (NYSE: TXN) to Buy from Hold.

MOST NOTEWORTHY: Auto & Truck Suppliers, Oplink Comm and The Wet Seal were today's noteworthy upgrades:

• Baird upgraded the Auto & Truck Suppliers sector to Market Overweight from Market Weight citing valuations, lowered expectations, industry dynamics and a potential bottom in economic indicators. The firm upgraded Accuride Corp (NYSE: ACW) and Magna International (MGA) to Outperform from Neutral.
  
• Merriman upgraded shares of Oplink Comm (NASDAQ: OPLK) to Neutral from Sell on valuation, as they believe Friday's sell-off fully reflects near-term operating concerns and that share price downside from here is limited.
  
• Cowen raised The Wet Seal (NASDAQ: WTSLA) to Outperform from Neutral and has increased confidence that the new management's operational changes and cost cutting initiatives will lead to EPS upside.

OTHER UPGRADES:

• BT Group (NYSE: BT) was raised to Equal Weight from Underweight at Morgan Stanley.
  
• Societe Generale raised Royal Dutch Shell (NYSE: RDS.A) to Buy from Hold and ENI SpA (NYSE: E) to Hold from Sell.
  
• Goldman raised Embarq (NYSE: EQ) to Neutral from Sell.

MOST NOTEWORTHY: Bed Bath & Beyond, DSW Inc and Oplink Comm were today's noteworthy downgrades:

• JP Morgan downgraded Bed Bath & Beyond (NASDAQ: BBBY) to Underweight from Neutral citing recent sales commentary from competitors and the difficult macro environment.
  
• Oppenheimer cut DSW Inc (NYSE: DSW) to Perform from Outperform following the company's Q1 miss and lower than expected guidance, as they see little visibility in the coming quarters.
  
• Piper downgraded shares of Oplink Communications (NASDAQ: OPLK) to Sell from Neutral following the company's negative earnings preannouncement and lowered their target to $9.00 from $14.

OTHER DOWNGRADES:

• Tiffany (NYSE: TIF) was downgraded to Sell from Neutral at Merrill.
  
• Goldman cut National Semiconductor Corp (NYSE: NSM) to Sell from Neutral.
  
• Wellpoint (NYSE: WLP) was downgraded to Equal Weight from Overweight at Lehman.

MOST NOTEWORTHY: Och-Ziff Capital, FactSet, Forest Labs and certain optical component maker and provider stocks were today's noteworthy initiations.

• Och Ziff Capital Management Group (NYSE: OZM) was initiated with an Overweight by JP Morgan, which believes the company should be able to better sustain and build its earnings power than traditional asset managers in the challenging market conditions.
  
• JP Morgan started FactSet Research Systems (NYSE: FDS) with a Neutral, as the firm is looking for a better entry point given the probability of an upcoming financial data and analytics spending slowdown.
  
• Forest Labs Inc. (NYSE: FRX) was initiated with a Buy by Roth Capital, which cited Lexapro and the company's near-term EPS as reasons for the rating.
  
• Thomas Weisel initiated optical component maker and provider companies Avanex Corp. (NASDAQ: AVNX), Bookham Inc. (NASDAQ: BKHM), Finisar (NASDAQ: FNSR), Optium Corp. (NASDAQ: OPTM), Opnext Inc. (NASDAQ: OPXT), and Oplink Communications Inc. (NASDAQ: OPLK) with Market Weight ratings, as the firm expects the unfavorable industry structure to create margin volatility.

OTHER INITIATIONS:

• JP Morgan assumed coverage of American Express Co. (NYSE: AXP) with an Overweight rating.
• Morgan Stanley initiated Eagle Bulk Shipping (NASDAQ: EGLE) with an Equal Weight.

MOST NOTEWORTHY: Dendreon Corp (DNDN), Whole Foods Market, Inc (WFMI), Rio Tinto plc (RTP), El Paso Corp (EP), and Oplink Communications, Inc (OPLK) were today's more notable downgrades:

• Banc of America downgraded shares of Dendreon Corp (NASDAQ: DNDN) to Sell from Neutral following the FDA's request for additional clinical data for Provenge.

• HSBC cut Whole Foods Market (NASDAQ: WFMI) to Underweight from Neutral after the second quarter miss.

• BMO Capital downgraded Rio Tinto plc (NYSE: RTP) to Underperform from Market Perform based on valuation.

• El Paso Corp (NYSE: EP) was cut to Sell from Buy at Matrix after the company's weak operating performance.

• Merriman downgraded shares of Oplink Communications (NASDAQ: OPLK) to Sell from Neutral based on concerns over the OCP acquisitions and inventory...

OTHER DOWNGRADES:

• 24/7 Real Media, Inc (NASDAQ: TFSM) was cut to Hold from Buy at Jefferies.

• Credit Suisse downgraded shares of RadioShack Corp (NYSE: RSH) to Neutral from Outperform.

• Bear Stearns cut Harman International Industries (NYSE: HAR) to Peer Perform from Outperform.

• Piper Jaffray downgraded shares of Cache, Inc (NASDAQ: CACH) to Market Perform from Outperform.

• Restoration Hardware, Inc (NASDAQ: RSTO) was cut at Caris to Average from Above Average.

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

Despite the difficulties faced by Vonage (NYSE: VG), the future for VoIP -- Voice over Internet Protocol -- remains attractive to growth-oriented advisors. Jim Oberweis Jr. notes, "VoIP is finally gaining traction -- and people are now getting rid of their phone lines in droves, as the quality of VoIP has dramatically improved."

Indeed, the money manager and editor of The Oberweis Report notes, "At my home, we've replaced our regular phone service with a VoIP connection and I find it virtually indistinguishable from traditional land-line connections."

For those unfamiliar with the technology, he explains, "With VoIP, your voice is converted into a digital signal that travels over the internet. The price is right -- around $35 bucks a month -- for unlimited calls around the world."

Importantly, he does not see the upside opportunity among telephony service providers. Rather, he sees the potential among companies that make the equipment that enables VoIP networks to operate.

He notes, "VoIP is causing an exponential increase in demand for bandwidth." And that, he notes, takes lots of investment and equipment. It represents, he suggests, "the renaissance of the telecommunications equipment industry after six long years in the doldrums." So what companies will benefit from this renaissance?