MOST NOTEWORTHY: CheckFree (CKFR), Colgate-Palmolive (CL), Wal-Mart (WMT), Thornburg Mortgage (TMA) and Avery Dennison (AVY) were today's noteworthy downgrades:

• Suntrust downgraded CheckFree (NASDAQ: CKFR) to Neutral from Buy based on the Fiserv (FISV) acquisition.

• Colgate-Palmolive (NYSE: CL) was removed from Goldman's Conviction Buy List.

• Wal-Mart (NYSE: WMT) was cut to Neutral from Overweight at JP Morgan.

• Jefferies, RBC Capital, Piper Jaffray, Friedman Billings and Credit Suisse downgraded Thornburg Mortgage (NYSE: TMA) to Underperform based on liquidity concerns.

• Matrix cut Avery Dennison (NYSE: AVY) to Sell from Hold, and said Avery is being affected by the growing price competition in North America and Europe for self-adhesive labels and tabs...

OTHER DOWNGRADES:

• Merrill downgraded Westwood One (NYSE: WON) to Sell from Neutral.

• Morgan Keegan downgraded Haverty Furniture (NYSE: HVT) to Market Perform from Outperform.

• Hambrecht cut Akamai (NASDAQ: AKAM) to Hold from Buy.

• Raymond James downgraded Domtar (NYSE: UFS) to Outperform from Strong Buy.

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

MOST NOTEWORTHY: RadioShack Corp (RSH), Visual Sciences (VSCN), Alcan (AL), U.S. Celluar (USM) and Westwood One (WON) were today's noteworthy downgrades:

• Banc of America downgraded shares of RadioShack (NYSE: RSH) to Sell from Neutral and lowered their target to $18 from $26 as they believe cuts to labor costs and advertising expenses will make it more difficult to overcome declining wireless trends.

• Friedman Billings cut Visual Sciences (NASDAQ: VSCN) to Market Perform from Outperform on valuation. Citigroup downgraded Alcan to Hold from buy on the acquisition news.

• Soleil cut U.S. Celluar (AMEX: USM) to Sell from Hold on valuation.

• Westwood One (NYSE: WON) was downgraded to Sell from Hold at Citigroup based on management distractions and weak fundamentals...

OTHER DOWNGRADES:

• Cowen removed ImClone Systems (NASDAQ: IMCL) from its Focus List, as the firm believes Erbitux is now more in line with consensus but said financials remain uninspiring.

• Merrill cut Allstate (NYSE: ALL) and Black & Decker (NYSE: BDK) to Neutral from Buy.

• USB downgraded Frontline (NYSE: FRO) to Reduce from Neutral.

• Matrix cut Thor Industries (NYSE: THO) to Sell from Strong Buy.

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

MOST NOTEWORTHY: Microsoft (MSFT), Career Education Corp (CECO), Verizon Communications (VZ), Transocean Inc (RIG) and GlobalSanteFe Corp (GSF) were some of today's notable downgrades:

• Davenport cut shares of Microsoft (NASDAQ: MSFT) to Neutral from Buy citing concerns of a potential Yahoo! (YHOO) acquisition, which would significantly dilute earnings.

• Gabelli downgraded shares of Career Education (NASDAQ: CECO) to Hold from Buy as the firm believes turnaround efforts at the University segment are not gaining traction.

• Raymond James cut Verizon Communications (NYSE: VZ) to Underperform from Market Perform.

• With the greater dependence on midwater floaters, AG Edwards believes Transocean Inc (NYSE: RIG) now has a more balanced risk/reward and cut shares to Hold from Buy.

• AG Edwards also cut GlobalSanteFe (NYSE: GSF) to Hold from Buy based on the company's greater dependence on international jackups and balanced risk/reward.

OTHER DOWNGRADES:

• Keefe Bruyette downgraded LandAmerica Financial Group, Inc (NYSE: LFG) to Market Perform from Outperform on valuation.

• JP Morgan downgraded Westwood One (NYSE: WON) to Underweight from Neutral.

• Linear Technology Corp (NASDAQ: LLTC) was downgraded to Underweight from Neutral at Prudential.

• Matrix USA downgraded shares of Armor Holdings, Inc (NYSE: AH) to Buy from Strong Buy.

• Matrix downgraded Amazon.com (NASDAQ: AMZN) to Sell from Hold.

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

MOST NOTEWORTHY: Schering-Plough Corp (SGP), Jones Soda Co (JSDA), RealNetworks, Inc (RNWK), Westwood One, Inc (WON), and Darden Restaurants, Inc (DRI) were today's noteworthy upgrades:

• Prudential raised shares of Schering-Plough Corp (NYSE: SGP) to Overweight from Neutral to reflect management's activity on the deal front and recent data on the drug TRA.

• ThinkEquity upgraded shares of Jones Soda Co (NASDAQ: JSDA) to Accumulate from Source of Funds after disappointing Q1 results. The firm believes results will get better in FY07 as the canned soda roll-out continues and high fructose corn syrup inventory is depleted.

• RealNetworks Inc (NASDAQ: RNWK) was upgraded to Market Perform from Underperform at JP Morgan, citing valuation.

• Bear Stearns upgraded shares of Westwood One Inc (NYSE: WON) following reports the company hired UBS AG (UBS) to help find potential buyers.

• KeyBanc Capital markets raised Darden Restaurants (NYSE: DRI) to Buy from Hold based on accelerating same-store sales at Olive Garden.

OTHER UPGRADES:

• Bear Stearns raised Plantronics, Inc (NYSE: PLT) to Peer Perform from Underperform.

• SunTrust Robinson Humphrey upgraded Career Education Corp (NASDAQ: CECO) to Neutral from Reduce.

• Credit Suisse upped Estee Lauder Cos (NYSE: EL) to Outperform from Neutral.

• Needham upgraded shares of Andrew Corp (NASDAQ: ANDW) to Buy from Hold.

• Wedbush upgraded Crocs, Inc (NASDAQ: CROX) to Strong Buy from Buy with a $95 target.

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

MAJOR PAPERS:

• The Wall Street Journal (subscription required) reported that Clear Channel Communications Inc (NYSE: CCU) has said "no" to a new offer from Thomas H. Lee Partners and Bain Capital Partners to buy the company, saying shareholders had no interest.
• The Financial Times (subscription required) reported that One Equity, a private equity firm affiliated with JPMorgan Chase & Co (NYSE: JPM), has approached EMI Group (OTC: EMIPY) about a takeover which could value the British music company at more than $6B, according to sources.

OTHER PAPERS:

• The New York Post has learned that Microsoft Corporation (NASDAQ: MSFT) has asked Yahoo Inc (NASDAQ: YHOO) to re-enter formal negotiations.
• The New York Post has learned that Westwood One Inc (NYSE: WON) has hired UBS to help identify potential buyers as the company anticipates putting itself up for sale next month.

WEBSITES:

• A ChangeWave survey of 3,489 people revealed that 9% of the respondents are likely to buy the Apple Inc (NASDAQ: AAPL) iPhone when it comes out in June, reported Seeking Alpha.
• According to CNBC Champ Thomas Ko on MSN Money, IMAX Corporation (NASDAQ: IMAX) should benefit from what he anticipates will be a record opening for Spider-Man 3.

MOST NOTEWORTHY: Hansen Natural (HANS), CVS Corp (CVS) and Career Education (CECO) top today's extensive list of downgrades.

• Hansen Natural Corp. (NASDAQ:HANS) was removed from Goldman Sachs Conviction Buy List due to the lack of near-term catalysts.
• CVS Corp (NYSE:CVS) was removed from the Focus List at Merrill Lynch.
• Career Education Corp. (NASDAQ:CECO) was downgraded to Hold from Strong Buy at Matrix USA due to the declining environment that is leading to slower sales growth.

OTHER DOWNGRADES:

• A.G. Edwards downgraded Westwood One, Inc (NYSE:WON) to Sell from Hold as fundamentals are not stabilizing. Deutsche Bank also downgraded the media programmer to Hold from Buy.
• Avaya, Inc. (NYSE:AV) was downgraded to Market Perform from Outperform at Morgan Keegan.
• Finally, Potash Corporation of Saskatchewan, Inc. (NYSE:POT) was downgraded to Neutral from Buy at UBS on valuation.

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