MOST NOTEWORTHY: PFF Bancorp, Ericsson and TAL International Group were today's noteworthy upgrades:

• B. Riley upgraded shares of PFF Bancorp (NYSE: PFB) to Neutral from Sell on valuation with the stock trading at 11% of the last reported tangible book value of $14.37 at December 31, 2007.
  
• RBC Capital believes Ericsson (NASDAQ: ERIC) will benefit from network builds in North America and Asia. Shares were raised to Outperform from Sector Perform.
• Baird upgraded TAL International Group (NYSE: TAL) to Outperform from Neutral based on solid container leasing demand, rising container costs, and more constrained capital conditions.

OTHER UPGRADES:

• Deutsche Bank upgraded Telecom Italia (NYSE: TI) to Buy from Hold.
  
• JP Morgan upgraded Dollar Tree (NASDAQ: DLTR) to Neutral from Underweight.
  
• Goldman raised Marsh & McLennan (NYSE: MMC) to Neutral from Sell.

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.

MOST NOTEWORTHY: International Paper, Dynavax Tech and Telecom Italia were today's noteworthy downgrades:

• JP Morgan downgraded International Paper (NYSE: IP) to Neutral from Overweight and said its purchase of Weyerhaeuser's (NYSE: WY) containerboard business will shift the company's focus back to North America and result in a less attractive product mix given increased OCC exposure.
  
• Merriman downgraded shares of Dynavax Tech (NASDAQ: DVAX) to Neutral from Buy after the company's hepatitis B vaccine was placed on clinical hold.
  
• Merrill cut Telecom Italia (NYSE: TI) to Neutral from buy as they expect stronger competition and regulatory measures to cut prices.

OTHER DOWNGRADES:

• Bear Stearns (NYSE: BSC) was downgraded to Neutral from Accumulate at Buckingham.
  
• ViewPoint Financial (NASDAQ: VPFG) was lowered to Market Perform from Outperform at Keefe Bruyette.
  
• Bear downgraded Siemens (NYSE: SI) to Peer Perform from Outperform.

MOST NOTEWORTHY: W.W. Grainger, American Express and Microsoft were today's noteworthy downgrades:

• Baird downgraded W.W. Grainger Inc (NYSE: GWW) to Neutral from Outperform, citing concerns regarding the the federal lawsuit accusing the company of overcharging the U.S. Government.
• American Express Company (NYSE: AXP) was lowered to Market Perform from Outperform to reflect their assumption for a weaker economy.
• RBC Capital downgraded Microsoft Corporation (NASDAQ: MSFT) to Sector Perform from Outperform citing Yahoo! Inc's (NASDAQ: YHOO) rejection of its $31/share bid and a counteroffer of $40/share. The firm expects a deal to get done between $35.00-$40.00 per share, resulting in increased dilution.

OTHER DOWNGRADES:

• Citigroup downgraded Telecom Italia SpA (NYSE: TI) to Hold from Buy.
• Thomas Weisel downgraded Zumiez Inc (NASDAQ: ZUMZ) to Market Weight from Overweight.
• Oppenheimer downgraded Independent Bank Corporation (NASDAQ: IBCP) to Underperform from Perform.

MAJOR PAPERS:

• The IRS is looking at derivatives trades of Citigroup Inc (NYSE: C) and Lehman Brothers Holdings (NYSE: LEH) to see if trades made on behalf of hedge funds and other clients, including those offshore, were to avoid paying taxes on U.S. stock dividends, reported the Wall Street Journal (subscription required).
  
• The Financial Times (subscription required) reported that Telecom Italia (NYSE: TI) is expected to sell its stake in Brasil Telecom (NYSE: BTM).

OTHER PAPERS:

• The New York Times reported that Ford Motor Company (NYSE: F) is expected to receive opening bids today for its Jaguar and Land Rover units. A variety of companies, including private equity firms and possibly other automakers, are expected to bid for the two divisions, said people with direct knowledge of the situation.
• Retail shoe store chain Foot Locker Inc (NYSE: FL) is reportedly considering putting itself up for sale again, after disappointing sales by its U.S. shoe stores and its failed attempt to acquire rival Genesco Inc (NYSE: GCO), reported the New York Post.
• The Telegraph reported that Wal-Mart Stores Inc (NYSE: WMT) is examining a deal to invest in Beijing Hualian, one of China's biggest retail groups.

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.

Time Warner Inc. (NYSE: TWX) has finally reached terms over the sale of AOL Germany's online access business. As noted, Time Warner is already in a general agreement with Neuf Cegetel for the sale of AOL France. Now that there are separate deals for the German and French units, it should set a guideline for the AOL UK terms.

Telecom Italia SpA is paying 675 million Euros (roughly $870 million) in cash to Time Warner, and the deal is expected to close in early 2007 pending regulatory approvals. Approvals come at the formality-stage -- there are really not any major hurdles known by the Street that would need to be overcome for the deal to close.

The AOL Germany unit has 1.1 million broadband users and 1.3 million who use dial-up or ISDN access. This deal will make Telecom Italia the number two player in Germany with some 3.2 million customers, second only to Deutsche Telekom's T-Online unit. That valuable broadband segment from AOL Germany is said to be 9% of Germany's 12 million+ total broadband subscribers, although it is expected to grow by 10 million more through 2009 according to an Associated Press figure.

As part of a five-year partnership, AOL will host a web portal for Telecom Italia's entire base of residential users in Germany and it will design and host an audience service for the Telecom Italia subscribers in Germany. AOL will be responsible for all online advertising sales for the co-branded audience services. The financial terms of the audience services partnership were not disclosed.