Bausch & Lomb

(BOL)

said it offered to buy

Wesley Jessen Visioncare

(WJCO)

for $34 a share, or about $600 million. Bausch & Lomb said its offer is better for Wesley Jessen shareholders than Jessen's proposed $420 million purchase of

Ocular Sciences

(OCLR) - Get Report

,

announced Monday.

Microsoft

(MSFT) - Get Report

and the government could be edging closer to a

settlement deal to resolve the antitrust case against it, according to published reports. The

Washington Post

said, according to sources, the focus is on changes in Microsoft's business practices, rather than any proposal to break up the company.

The Wall Street Journal

said a deal could result in tough restrictions on the software giant's conduct. Citing sources close to the situation, the

Journal

said the talks could still collapse but that the gulf between the two sides is narrowing.

Mergers, acquisitions and joint ventures

The

Journal

reported that

Disney

(DIS) - Get Report

has been quietly lobbying

Congress

over fears that its programming would be denied fair access to

America Online's

(AOL)

Web sites if the online company's merger with

Time Warner

(TWX)

is approved.

Earnings/revenue reports and previews

(

Earnings estimates from First Call/Thomson Financial; earnings reported on a diluted basis unless otherwise specified.

)

ConAgra

(CAG) - Get Report

posted third-quarter earnings of 41 cents a share, in line with the 11-analyst estimate and up from the year-ago 36 cents.

Cognex

(CGNX) - Get Report

, a supplier of machine vision systems, said it expects first-quarter earnings of about 33 cents a share, 15% better than the seven-analyst estimate of 29 cents per share.

Morgan Stanley Dean Witter

(MWD)

reported first-quarter earnings of $1.34 a share, better than the 12-analyst estimate of $1.06 and up from the year-ago 88 cents.

Sunglass Hut

(RAYS)

posted fourth-quarter earnings of 5 cents a share, in line with the eight-analyst estimate and up from the year-ago 3 cents.

Offerings and stock actions

BancBoston Robertson Stephens

priced 4 million shares of

Blaze Software

(BLZE)

at $16 each, above the expected $12-to-$14 range. The company provides software that allows companies to personalize interactions around communication channels including the Internet, automated response systems, manned customer service systems and others. The Internet e-commerce play is expected to post strong gains when shares begin trading tomorrow.

CIBC World Markets

priced 5 million shares of

Breezecom

(BRZE)

at $20 each, above the estimated $17-to-$19 range. The company is an Israeli manufacturer of wireless access products that enable connectivity to a local area computer networks.

Eli Lilly

(LLY) - Get Report

set a $3 billion share repurchase program.

Analyst actions

This morning, Dow component

General Electric's

(GE) - Get Report

rating was upgraded to buy from outperform and its price target was boosted to 200 from 150 at

Lehman Brothers

.

Compuware

(CPWR)

: rating DOWN to market perform from buy and price target cut to 30 at

Donaldson Lufkin & Jenrette

.

Dycom

(DY) - Get Report

: coverage INITIATED with a buy rating and a 12-month price target of 54 at

Deutsche Banc Alex. Brown

.

Exodus Communications

(EXDS)

price target UP to 225 from 175 by

Thomas Weisel

analyst Jim Linnehan; 12-month share price target UP to 210 from 175 at Lehman Brothers.

Gilead

(GILD) - Get Report

: coverage INITIATED with a buy rating and a 98 price target at Lehman.

Masco

(MAS) - Get Report

: coverage INITIATED with a buy rating and an 80 price target at Alex. Brown.

Palm

(PALM)

: coverage INITIATED with a buy rating and a 12-month price target of 80 at

Bear Stearns

.

Quanta Services

(PWR) - Get Report

: coverage RESUMED with a buy rating and a 69 price target at Alex. Brown.

SonicWALL

(SNWL)

: coverage INITIATED with a buy rating and a 12-month price target of 140 at J.P. Morgan.

Miscellany

Campbell Soup

(CPB) - Get Report

said Dale Morrison resigned as president, CEO and a director of the company. The New Jersey-based company said its board has appointed David Johnson to serve as CEO until a special committee concludes a search for a new long-term CEO. Johnson had served as Campbell's president and CEO from 1990 to 1997.

The soup company hasn't been looking so

M'm! M'm! Good! of late. It was hit with shareholder lawsuits this year, alleging that company documents misled shareholders about revenues. Last month, Campbell recalled 109,000 pounds of canned vegetable beef soup in 13 states after consumers found long pieces of metal in the soup. What would

Andy Warhol

think?

The

Washington Post

reported that

Lockheed Martin's

(LMT) - Get Report

board of directors withheld a 1999 bonus from Chairman and CEO Vance D. Coffman at his request because of the defense company's poor financial performance.

Meditrust

(MT) - Get Report

said it named Francis Cash as CEO effective April 17. The former CEO, David Benson, resigned in January.

British cable television operator

Telewest

(TWSTY)

said it would offer its digital service on 90% of its network by June and aimed to have 500,000 customers by the end of the year.

Merrill Lynch

upgraded Telewest to intermediate-term buy from neutral.

The Heard on the Street column in the

Journal

looks at

Citigroup's

(C) - Get Report

announcement that it is buying the 15% of

Travelers Property Casualty

(TAP) - Get Report

it doesn't already own. The move suggests Citigroup could be looking to buy other insurance companies using its own higher-priced stock, which sells for about 18 times earnings.

For analysis of the market's preopen tone and trends, see the Wake-Up Call, published separately.