Analyst upgrades:

• Citigroup upgraded shares of Salesforce.com (NYSE: CRM) to Buy from Hold on valuation following the recent weakness and expects positive seasonality in the second half of 2008.
  
• Gilat Satellite (NASDAQ: GILT) was upgraded to Outperform from Market Perform at William Blair on valuation.
• Cott Corp (NYSE: COT) was raised at UBS to Neutral from Sell.
  
• EOG Resources (NYSE: EOG) was upgraded to Market Perform from Underperform at Bernstein.
  
• Integra LifeSciencues (NASDAQ: IART) was raised to Buy from Hold at Argus.

• Jefferies downgraded shares of Marvell Tech (NASDAQ: MRVL) to Hold from Buy on HDD inventory concerns and share loss at Research in Motion (NASDAQ: RIMM) after checks indicated MRVL likely lost the design for the RIM Javelin to Freescale. The firm lowered their target to $15 from $22.
  
• Oppenheimer downgraded Integrated Device (NASDAQ: IDTI) to Perform from Outperform as they believe the upcoming Intel (NASDAQ: INTC) server memory transition will pressure shares for several quarters.
  
• Broadpoint downgraded shares of Healthaways (NASDAQ: HWAY) to Neutral from Buy as they see few near-term catalysts.

• Goldman removed El Paso Pipeline (NYSE: EPB) from the Conviction Buy List.
  
• Tailsman Energy (NYSE: TLM) was cut to Market Perform from Outperform at Bernstein.

• B. Riley believes Monster (NASDAQ: MNST) shares have significant upside potential once signs of an economic recovery are seen, possibly in FY09. The firm initiated shares with a Buy rating and $26 target.
  
• Comverge (NASDAQ: COMV) was assumed at Jefferies with a Buy rating and $10 target. The firm believes shares are trading below fair value and could see upside from new contract wins.
  
• William Blair believes Visa (NYSE: V) will benefit from positive industry trends and expense rationalization opportunities as it integrates its global franchise. Shares were initiated with an Outperform rating.
• Liberty Global (NASDAQ: LBTYA) was started at Citigroup with a Buy rating and $44 target.

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Many Wall Street analysts thought that when Microsoft (NASDAQ: MSFT) lost its bid for Yahoo! (NASDAQ: YHOO) that it would take the $45 billion it was going to spend and buy other online companies.

Think again. Microsoft's management says it is not so. According to the FT, "Steve Ballmer, chief executive, scotched talk that Microsoft would turn to a `plan B' of other acquisitions to boost its online presence." Ballmer feels that buying more internet companies will not improve its share of the search market. He is not simply after more pageviews.

The news is probably disappointing to several large online companies. AOL, Facebook, Monster (NASDAQ: MNST), and Digg might all have been part of a Microsoft plan to improve the size of its presence on the web.

The Microsoft comments send another message. Search is important. Display advertising is not. Search is an efficient way to make money. Display advertising's best growth years are behind it.

If Ballmer is right, the online world is about to go through a major upheaval.

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

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The ARS market has thrust its poisoned tentacles in another direction. After raising interest costs for issuers and wiping out the formerly "safe" cash holdings of individual investors, the Wall Street Journal reports that frozen ARS accounts have hit tech companies as well.

Specifically, the Journal lists $855.7 million worth of ARS holding on the books of these five tech companies, listed as follows:

• Monster Worldwide, Inc. (NASDAQ: MNST): $357 mm
• Intuit, Inc. (NASDAQ: INTU): $328 mm
• Palm, Inc. (NASDAQ: PALM): $74.7 mm
• Earthlink, Inc. (NASDAQ: ELNK): $60 mm
• MetroPCS Communications, Inc. (NASDAQ: PCS): $36 mm

These companies and others will probably need to write down the value of these securities unless the ARS market unfreezes. If there is an industry that's unscathed by this problem, I'd like to know. But for those who've invested in companies whose cash is frozen in these ARS accounts, there are many restless nights ahead.

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned.

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Auction-rate securities were supposed to be cash equivalents. Individuals and companies could move in and out of them in a day. The financial instruments have existed since 1985. In an auction, any imbalance in securities bought and sold were picked up by banks and brokerages and sold at the next event. These auctions went on as often as several times a week.

The problem with the market is that when banks started to run low on money, they pulled their commitments to run the auctions, the market fell apart, and the securities do not trade. Because they are illiquid, their values are falling.

Many companies put cash into auction-rate paper to get a slightly higher yield than with government securities. The firms even put the money on their balance sheet as cash equivalents. Now that practice is haunting them.

Several technology firms are stuck with these investments. According to The Wall Street Journal, Monster (NASDAQ: MNST) had $357 million of this paper at the end of last year. Palm (NASDAQ: PALM) had almost $75 million at the end of February. The companies are going to have to write-down some of the value of this capital which will affect their earnings.

The problem cannot really be blamed on the companies. The market for he paper is over 20-years-old and has functioned like clockwork until recently. It does raise the specter of lawsuits against the banks and brokerages who made the market. They positioned these securities as cash and then pulled the plug on the auctions.

It is one more headache for financial companies in trouble, but in this case, they probably deserve it.

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

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MOST NOTEWORTHY:

• Susquehanna downgraded Priceline.com (NASDAQ: PCLN) to Neutral from Positive as they believe upside may be difficult given the macro environment, competition, and currency headwinds.
  
• JP Morgan lowered Monster (NASDAQ: MNST) to Neutral from Overweight following the company's expectations for higher 1Q08 operating expenses.
  
• Internap (NASDAQ: INAP) was downgraded by Merriman to Neutral from Buy as they believe upside will be limited until the company can complete its integration of the VitalStream CDN acquisition.

• JP Morgan cut Sara Lee (NYSE: SLE) and Kraft Foods (NYSE: KFT) to Neutral from Overweight.
  
• Volkswagen (OTC: VLKAY) was downgraded at WestLB to Add from Buy.
  
• Merrill downgraded Getty Realty (NYSE: GTY) to Sell from Neutral.

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Monster Worldwide (NASDAQ: MNST) is recently down $2.34 to $23.36 in pre-open trading.

MNST warned of higher marketing-operating expenses and weak revenue trends will result in lower Q1 EPS.

Bank of America lowered its price target to $39 from $45.

MNST overall option implied volatility of 59 is above its 26-week average of 49 according to Track Data, suggesting larger movement.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

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Adobe (NASDAQ:ADBE) is up over 6% on strong earnings.

Morgan Stanley (NYSE:MS) is up over 5% on better-than-expected earnings.

Nokia (NYSE:NOK) is off over 7% on word of slow handset sales from rival Sony Ericsson.

Monster (NASDAQ:MNST) is down 7% on comments that its expenses may be higher than anticipated.

Shares may trade differently in the pre-market than they do in the regular session.

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

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Back in 2000, a variety of dot-coms - like Pets.com, LastMinuteTravel.com, Monster.com (Nasdaq: MNST) and so on - spent gobs of money on Super Bowl commercials. Of course, it marked the height of the bubble. Since then, upstart companies have been mostly afraid of producing commercials.

Hey, take a look at this classic ad from Pets.com (now defunct), during the 2000 Super Bowl:

But don't be afraid. While I'm not suggesting that you shell out $2.7 million for a Super Bowl ad, I still think things are different. After all, it's fairly cost-effective to advertise on local cable channels. What's more, online video is also surging.

So how can you crank out a top-quality 30-second spot?

Let's take a look:

Production: Technology is making it incredibly cheap to create commercials. "All you need is an Apple (Nasdaq: AAPL) Mac laptop and the iMovie software that comes with the computer," said Rob Frankel, who is the author of The Revenge of Brand X and has his own marketing firm. "And just about any MiniDV camera can produce broadcast-quality video."

That's all he needed to create this spot:

To spice things up, you can use stock footage and music clips (which may even be free). "A simple Google (Nasdaq: GOOG) search will find a lot of stock content," said Frankel.

Crafting the right message: It's temping to be too cute or cutting-edge when putting together a 30-second spot. Unfortunately, the result is that your audience ignores things - or is just confused. Some tips:

• Focus on one idea (that's easy to understand). Clutter is your enemy.
• Avoid special effects and location shoots.
• Don't star in your own commercials.

"Notice that some of the best commercials these days offer one central image or theme with even stark or simplified backgrounds," Rachel Weingarten, who is the president of GTK Marketing Group. "It might be wiser to spend more on the concept and come up with a very clever and catchy phrase or theme or even sweepstakes or promo that can drive people to your website, retail location or some other call to action."

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

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The earnings crunch is in full swing, and here are a few of the highlights of this past week's earnings coverage from BloggingStocks:

• Allegheny Technologies Inc. (NYSE: ATI) posted lower fourth-quarter profits but record full-year sales.
• Amazon.com Inc. (NASDAQ: AMZN) posted strong results and offered bullish guidance (see transcript).
• Concur Technologies Inc. (NASDAQ: CNQR) revenue soared and it offered revised guidance.
• Countrywide Financial Corp. (NYSE: CFC) posted a bigger-than-expected loss for the fourth-quarter.
• Eli Lilly & Co. (NYSE: LLY) beat earnings expectations but fell short of revenue estimates.
• EMC Corp. (NYSE: EMC) beat estimates but shares were dragged down by VMware results.
• Google Inc. (NASDAQ: GOOG) shocked investors and missed earnings expectations (see transcript).
• Intuitive Surgical Inc. (NASDAQ: ISRG) beat estimates as revenue soared.
• Lazard Ltd. (NYSE: LAZ) sidestepped the subprime mess and fourth-quarter earnings soared.
• MBIA Inc. (NYSE: MBI) reported a $2.3 million loss due to mortgage write downs.
• Merck & Co. (NYSE: MRK) posted a $1.6 million loss and lowered its full-year guidance.
• Monster Worldwide Inc. (NASDAQ: MNST) posted strong results despite weakness in North America.
• ScanSource Inc. (NASDAQ: SCSC) beat earnings estimates but matched revenue forecasts.
• Somanetics Corp. (NASDAQ: SMTS) beat estimates and offered revised guidance.
• Symantec Corp. (NASDAQ: SYMC) beat expectations on revenue growth from overseas.
• UBS (NYSE: UBS) reported a record loss for the fourth quarter due to the subprime crisis.
• VMware Inc. (NYSE: VMW) missed revenue forecasts, sending shares tumbling.
• Yahoo! Inc. (NASDAQ: YHOO) posted unimpressive results, but beat earnings expectations (see transcript).

For additional BloggingStocks earnings highlights, see Exxon, Boeing, Halliburton, Sony, UPS, Honda, and others and McDonald's, Kraft, P&G, Verizon, MasterCard, 3M, and others.

Also, in the wake of Yahoo!'s and Google's reports, Microsoft Corp. (NASDAQ: MSFT) made a move for Yahoo! Rumor has Google going after AOL in response. Meanwhile, Timothy Sykes has some advice for buying stocks ahead of earnings reports.

Upcoming results to watch for include Archer Daniels Midland (NYSE: ADM), Yum Brands (NYSE: YUM), Walt Disney (NYSE: DIS), Cisco Systems (NASDAQ: CSCO), Time Warner (NYSE: TWX), and PepsiCo. (NYSE: PEP).

Visit AOL Money & Finance for more earnings coverage.

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While much of the attention was on Yahoo!, Inc. (NASDAQ: YHOO), Google, Inc. (NASDAQ: GOOG) and Microsoft Corporation (NASDAQ: MSFT) today, there was actually some good news for other Net stocks. Take Monster Worldwide (NASDAQ: MNST).

For its Q4, Monster reported a 15% increase in net income to $45 million, or $0.36 cents per share. Oh, and revenues spiked 59% to $354 million.

True, the North American market was weak (especially in the financial services space because of the subprime meltdown). However, Monster is seeing lots of traction in foreign markets, such as in Europe, India and South Korea.

What's more, Monster is in the midst of a major transformation. For example, the company is ramping its investments in technology infrastructure, marketing, and customer service. Moreover, there's a bigger emphasis on the user experience (such as with fewer distracting ads).

Monster also recently purchased Affinity Labs, which operates a variety of career portals. The goal is that this will be a cost-effective way for finding hard-to-reach job candidates. Although, the price tag was not cheap, coming to $61 million in cash.

Yet, investors were mostly happy with today's results. The stock was up 7% to $29.82.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements.

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MOST NOTEWORTHY:

• Deutsche Bank downgraded shares of Yum! Brands (NYSE:YUM) to Hold from Buy and lowered their target to $37 from $43 on valuation and believes 2008 estimates reflect "lofty" expectations.
  
• Jefferies downgraded shares of Adobe (NASDAQ:ADBE) to Underperform from Buy and lowered their target to $30 from $50 following channel checks, as they believe business has decelerated more than expected in January. Jefferies is concerns the slowing consumer will negatively compound the end of the CS3 cycle.
  
• Banc of America downgraded shares of Polo Ralph Lauren (NYSE:RL) to Neutral from Buy and lowered their target to $63 from $90, as they believe the tough macro environment will pressure US wholesale revenues in 2008.

• Deutsche Bank downgraded Monster (NASDAQ:MNST) to Hold from Buy.
  
• UBS (NYSE:UBS) was downgraded to Underweight from Equal Weight at Morgan Stanley.
  
• Soleil downgraded Accuray (NASDAQ:ARAY) to Hold from Buy.

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Yum Brands (NYSE: YUM) downgraded to "hold" from"buy" with the price target dropped from $43 to $37 by Deutsche Bank according to MarketWatch.

Deutsche Bank downgrades Monster (NASDAQ: MNST) to "hold" from "buy" and cuts its price target from $47 to $27, according to Briefing.com. The news service also reports that Jefferies started China Finance Online (NASDAQ: JRJC) as a "buy" with a $28 price target. The stock now trades at $16.25.

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

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If I had $61 million in cash, I think I could do much better with it than Monster Worldwide (NASDAQ: MNST). That's how much the company shelled out for Affinity Labs, which got its start last year.

In fact, the company says it is in the "development stage" and has about one million registered users. So yes, I guess Monster is expecting a monstrous number of job listings to come from this deal (at least I hope so).

OK, what is Affinity all about? Basically, it's a network of sites that cater to certain professions and vocations, such as PoliceLink, FireLink, GovCentral, and so on.

True, these sites have social networking features, such as profiles, photo sharing, and videos. Yet, the technology seems fairly generic.

But keep in mind that the founder of Affinity, Christopher Michel, sold Military.com to Monster.com back in 2004. That site is a thriving community with more than 10 million members.

So perhaps Monster is trying to snag Michel to get his social networking credentials. But, it sure does look like a hefty price tag.

In yesterday's trading, Monster.com's stock was down 4% to $27.73.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

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MOST NOTEWORTHY:

• Deutsche Bank initiated shares of Gen-Probe (NASDAQ: GPRO) with a Buy rating and $78 target and expects the company's broad product portfolio in Clinical Diagnostics and Blood Screening to drive growth.
  
• CIBC initiated Monster Worldwide (NASDAQ: MNST) with a Sector Performer rating, as they believe their macro concerns are more important than the company's intermediate-term prospects and its position within the global recruiting market.
  
• William Blair views the valuation of LabCorp (NYSE: LH) as compelling given the company's growth outlook. The firm started shares off with an Outperform rating.
  
• William Blair also initiated Quest Diagnostics (NYSE: DGX) with a Market Perform rating, and prefers a wait-and-see approach as the company's diversification strategy unfolds.

• Wachovia initiated Cleco (NYSE: CNL), ITC Holdings (NYSE: ITC) and Aqua America (NYSE: WTR) with Outperform ratings and American States Water (NYSE: AWR) with a Market Perform rating.
  
• Baird resumed coverage of Ritchie Bros (NYSE: RBA) with a Neutral rating and $78 target.

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Lately, Monster Worldwide Inc. (NASDAQ: MNST) has scared away investors. This is despite a bull run for mega internet franchises like Google Inc. (NASDAQ: GOOG) and Amazon.com (NASDAQ: AMZN). Yet Barron's thinks that Monster can roar again.

No doubt, the company has some serious issues. For one thing, the economy appears to be slowing down. Also, competition in the sector is fierce, with players like Indeed.com and Dice (NYSE: DHX) fighting for every dollar.

But it looks like the bad news is baked into the stock already. Keep in mind that Monster trades about 20 times the projected profits for 2008. Additionally, Monster has been building out its global footprint, such as in Europe and Asia. And there are no shortage of buyout suitors, like Google, News Corp. (NYSE: NWS), and Microsoft Corp. (NASDAQ: MSFT).

What's more, Monster owns 44.4% of ChinaHR.com, which is the #2 jobs site in China. In light of the crazy valuations of Chinese IPOs, this could be a highly valued asset.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

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MOST NOTEWORTHY:

• Wachovia downgraded shares of Monster Worldwide (NASDAQ: MNST) to Market Perform from Outperform citing increased risk of an economic slowdown and execution issues in its N.A. Careers segment.
  
• Credit Suisse downgraded shares of Business Objects (NASDAQ: BOBJ) to Neutral from Outperform on valuation with shares above their $46 target.
  
• Banc of America downgraded Arcelor Mittal (NYSE: MT) to Neutral from Buy on valuation. The firm also downgraded Walgreen (WAG) to Sell from Buy, as they see further downside following the Q4 miss and believes the problems in Q4 are company-specific and not industry-wide.
  
• Citigroup downgraded shares of Sealy Corporation (NYSE: ZZ) to Sell from Hold following the Q3 results, as they believe Sealy faces increased competitive pressures at the high end of the market where the best margins are derived.

• Goldman Sachs removed Cisco Systems (NASDAQ: CSCO) and Nucor (NYSE: NUE) from its Conviction Buy List.
  
• Merrill Lynch added Intercontinental Hotels (NYSE: IHG) to its Least Preferred List.
  
• ABN Amro downgraded Rio Tinto (NYSE: RTP) to Hold from Buy.
  
• Soleil downgraded Leap Wireless (NASDAQ: LEAP) to Hold from Buy.

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Monster Worldwide Inc. (NASDAQ: MNST) -- September options active on renewed buyout chatter. MNST is recently up 68 cents to $33.87 on renewed and unconfirmed takeover chatter. MNST September 35 calls have traded 96 times on transaction volume of 4,374 contracts above its open interest of 3,450 contracts. MNST September 35 straddle is trading at $2.30. MNST October option implied volatility of 45 is above its 26-week average of 41 according to Track Data, suggesting larger risk.

Intel Corp. (NASDAQ: INTC) -- will hold its INTC Developer Forum in San Francisco on September 18-19. American Technology says, "we expect the company to focus on 45 nanometer process development, mobility as a driver of unit growth, and new areas of growth such as WiMax." INTC over all option implied volatility of 33 is above its 26-week average 29 according to Track Data, suggesting larger risk.

Daily options Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

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MOST NOTEWORTHY:

• Merrill Lynch lowered their estimates on the majority of business services stocks they cover to reflect the potential for a recession in the U.S. To reflect the lowered estimates, Merrill downgraded FTI Consulting (NYSE: FCN) and Korn/Ferry International (NYSE: KFY) to Sell from Neutral, Heidrick & Struggles (NASDAQ: HSII) to Sell from Buy and Manpower Inc (NYSE: MAN) to Neutral from Buy.
  
• UBS downgraded shares of Monster Worldwide Inc (NASDAQ: MNST) and Robert Half International (NYSE: RHI) to Neutral from Buy and Heidrick & Struggles and Korn/Ferry to Sell from Neutral.
  
• JP Morgan removed shares of Javelin Pharmaceuticals (NYSE: JAV) from its Focus List following the recent share price decline given their stop-out rule. The firm continues to have a high conviction for the company's three unpartnered late-stage products and maintained its Overweight rating.

• Hambrecht downgraded shares of Gateway Incorporated (NYSE: GTW) to Hold from Buy.
  
• Deutsche Bank downgraded shares of Kaydon Corporation (NYSE: KDN) to Hold from Buy.
  
• Goldman Sachs lowered Bristol-Myers Squibb Company (NYSE: BMY) to Sell from Neutral.
  
• Bernstein downgraded Dominion Resources (NYSE: D) to Market Perform from Outperform.
  
• Research in Motion Limited (NASDAQ: RIMM) was downgraded at Bear Stearns to Peer Perform from Outperform.

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