Analyst upgrades:

• Verizon (NYSE: VZ) was upgraded to Outperform from Market Perform at Wells Fargo, which believes Verizon wireline margins troughed in Q3 and that Street estimates have been reset to more achievable levels.
• Texas Instruments (NYSE: TXN) was upgraded to Outperform from Market Perform at FBR Capital, which believes the company is gaining analog market share and shares are attractively valued at current levels. The firm maintains a $31 price target.
• Cablevision (NYSE: CVC) was upgraded at Wells Fargo to Outperform from Market Perform. The firm believes this year's run-up in the stock was primarily due to the company's spin-off of MSG, but the firm believes the stock can rise further based on fundamentals.
• Cabot Oil & Gas (NYSE: COG) was upgraded to Overweight from Neutral at JPMorgan following the company's Q3 results due to valuation and its above-average growth. The firm raised its target to $51.50 from $47.
• RadioShack (NYSE: RSH) was upgraded to Hold from Underweight at KeyBanc, which said that its recovering sales trends were encouraging.
• Travelzoo (NASDAQ: TZOO) was upgraded to Outperform from Neutral at Wedbush as it believes the divestiture of its Asian business coupled with growth in its Fly.com unit will drive 2010 growth. The firm raised its target to $17 from $13.

MOST NOTEWORTHY: Amazon.com (AMZN), YRC Worldwide (YRCW), SanDisk (SNDK), Activision (ATVI), Royal Dutch Shell (RDS.A) and KB Home (KBH) were today's noteworthy downgrades:

• BWS Financial cut Amazon.com (NASDAQ: AMZN) shares to Sell from Hold on valuation.

• YRC Worldwide (NASDAQ: YRCW) was assumed with an Underweight rating, down from Neutral, as JP Morgan is cautious on the industry's L-T-L pricing.

• UBS downgraded SanDisk (NASDAQ: SNDK) to Neutral from Buy on valuation.

• Gabelli downgraded shares of Activision (NASDAQ: ATVI) to Hold from Buy to reflect their expectation of increasing competition for some of the company's key titles.

• Royal Dutch Shell (NYSE: RDS.A) was downgraded to Underweight from Neutral at HSBC on valuation.

• Matrix believes the prolonged weakness in the housing market is eliminating economic profits and cut KB Home (NYSE: KBH) to Strong Sell from Sell...

OTHER DOWNGRADES:

• Citigroup and ABN Amro cut Rio Tinto Group (NYSE: RTP) to Hold from Buy.

• Merrill Lynch downgraded J.M. Smucker (NYSE: SJM) to Sell from Neutral.

• First Albany downgraded shares of Travelzoo (NASDAQ: TZOO) to Neutral from Buy.

• Matrix downgraded Constellation Brands (NYSE: STZ) to Hold from Buy.

• AG Edwards downgraded Aetna (NYSE: AET) to Hold from Buy.

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

It may be Independence Day week, but it appears that there are a number of companies willing to sell their independence to the highest bidder.

• XM SATELLITE RADIO HOLDINGS INC (NASDAQ: XMSR)

Word is that there's more than one bid out for the satellite radio company. We know about the merger agreement with Sirius Satellite Radio Inc's (NASDAQ: SIRI), so who's the other party? Or, is there another party? Some are convinced it's just talk. No names are even floating around. But for XM to walk away from Sirius would cost them a $175M break-up fee. They'd have to really be serious about another offer to do that.


• BUILDING MATERIALS HOLDING CORPORATION (NYSE: BLG)

In May, Robert L .Chapman of Chapman Capital, the "activist investor", said Building Materials Holding Corp. should consider selling all or parts of itself. Then he upped his stake to 8.1% in the residential construction services provider. Now comes word that the company may have hired, or be in the process of hiring, a strategic advisor.

MOST NOTEWORTHY: Travelzoo Inc (TZOO) and Cisco Systems Inc (CSCO) topped today's list of noteworthy upgrades:

• Travelzoo Inc (NASDAQ: TZOO) was upgraded to Strong Buy from Underperform with a $38 target at First Albany based on valuation and the potential for significant upside in first quarter. Stifel upgraded Travelzoo to Hold from Sell, also on valuation.

• Following the company's Q2 results and guidance, Baird upgraded shares of Cisco Systems Inc (NASDAQ: CSCO) to Outperform from Neutral with a $32 target.

OTHER UPGRADES:

• AG Edwards upgraded shares of Marriott Int'l Inc (NYSE: MAR) to Buy from Hold with a $56 target. The firm believes that given recent indications of sulid industry fundamentals, Marriott is being overlooked. In addition, AG Edwards believes Marriot is poised to report strong earnings on Thursday.

• Broadcom Corp (NASDAQ: BRCM) was upgraded to Overweight from Equal Weight with a $40 target at Morgan Stanley.

• FEI Company (NASDAQ: FEIC) was upgraded by Credit Suisse to Neutral from Underperform following its Q4 report and outlook.

• Goldman added Gilead Sciences Inc (NASDAQ: GILD) to the America's Buy List based on its HIV franchise and pipeline. Goldman also upgraded Earthlink (ELNK) to Neutral from Sell on valuation.

• Baird upgraded Business Objects ADS (NASDAQ: BOBJ) to Outperform from Neutral following the company's solid Q4 report.

• Merrill Lynch upgraded British Airways ADS (NYSE: BAB) to Buy from Neutral.

• Digene Corp (NASDAQ: DIGE) was upgraded to Outperform from Market Perform at Piper Jaffray.

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