Updated from 12:41 p.m.

Agilent

(A) - Get Report

reported fiscal first-quarter earnings that beat analysts' expectations Tuesday but warned of a rough second quarter.

The company, a

Hewlett-Packard

(HWP)

spinoff that makes test and measurement equipment, posted earnings of 51 cents a share, up from year-ago earnings of 31 cents. Ten analysts queried by

First Call/Thomson Financial

were expecting earnings of 50 cents a share. Agilent reported revenue of $2.8 billion, up 26% from the year-ago period.

Based in Palo Alto, Calif., Agilent said the economic slowdown could make its second quarter difficult. "We expect the second quarter to be especially challenging, given the current economic situation and over-capacity and inventory adjustments in many of our key markets,'' the company said.

Revenue growth for the year will be between 10% and 15%, with earnings margins of 5.5% to 7.5%, executives forecast. Analysts are expecting full-year earnings of $2.39 a share vs. earnings of $1.76 a share posted for the last fiscal year, according to First Call. Agilent closed down $3.80, or 8.6%, to $40.20; H-P was down 49 cents, or 1.6%, to $30.01.

Although earnings season is over, Agilent wasn't the lone straggler:

Abercrombie Beats Estimates, but Same-Store Sales Plunge

Conseco Earnings Easily Top Forecasts

Intuit Tops Forecasts, Says 3Q Revenue to be Flat

Macrovision Tops Wall Street Expectations

TMP Worldwide Beats Estimates

VA Linux Misses Estimates, Announces Layoffs

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Mergers, acquisitions and joint ventures

Softwaremaker

E.piphany

(EPNY)

will acquire

Moss Software

for up to $46.3 million in stock. Also, E.piphany said it purchased the intellectual property assets of Radnet. E.piphany closed down 56 cents, or 2.3%, to $23.81.

International Specialty Products

(ISP)

plans to nominate four directors to the board of

Hercules

(HPC)

who they believe will "be committed to the maximization of values for all Hercules shareholders."

In a proxy filed with the

Securities and Exchange Commission

, International Specialty said it has "no alternative but to wage a proxy contest" for control of Hercules' board.

In a recent letter to the rival chemical maker, International Specialty Chairman Samuel Heyman, said, "Since we became a shareholder early last year, the company and its shareholders have in our opinion paid a high price for management's procrastination as well as its continued flawed policies and poor execution."

International Specialty, which has a 9.98% stake in Hercules, has twice offered and twice gotten no response to its offer to acquire 25 million of Hercules' common shares for $17.50 a share. International Specialty Products closed down 20 cents, or 2.6%, to $7.50; Hercules was down 50 cents, or 3.6%, to $13.40.

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Earnings/revenue reports and previews

Finisar

(FNSR) - Get Report

posted third-quarter earnings of 5 cents a share, in line with the 11-analyst estimate and up from year-ago earnings of 1 cent.

Also, Finisar, which provides fiber-optic subsystems and network performance test systems, said it will acquire

Marlow Industries

for $30 million in cash and $270 million in Finisar stock, or about 13 million Finisar shares based on a closing price of $20 a share on Feb. 16. The company will account for the acquisition as a purchase and expects it to qualify as a tax-free reorganization. Finisar expects to close the transaction in the second quarter. Finisar closed down $2.56, or 14.2%, to $15.50.

Sigma-Aldrich

(SIAL)

posted fourth-quarter earnings of 41 cents a share, excluding a one-time charge. The First Call nine-analyst estimate was 40 cents a share for the quarter, while year-ago earnings were 33 cents a share. The St. Louis-based specialty chemical company saw a sales gain in the fourth quarter, excluding currency exchange rate impacts of 8.9%, making it the strongest quarterly performance in 2000.

The latest quarter's figure includes the operations of

First Medical

and

Amelung

, which were both acquired in the third quarter of 2000. The company said the new acquisitions reduced earnings per share for the fourth quarter by 4 cents. A one-time charge, which was not included, was a non-cash charge for purchased in-process research and development of acquired businesses. Sigma-Aldrich closed up 6 cents, or 0.2%, to $42.31.

Sybase

(SYBS)

, a business-to-business software provider, said it had acquired

New Era of Networks

(NEON) - Get Report

in an all-stock transaction worth about $373 million. The agreement was announced after the end of regular-session trading.

Denver-based New Era of Networks is a business-to-business software systems integrator. Under the terms of the agreement, each share of New Era will be converted into 0.3878 shares of Sybase stock. That implies an offer price of $9.50 a share.

Sybase said the transaction, which is expected to be completed in its fiscal second quarter, will be accounted for as a purchase and will be tax-free to New Era shareholders. Sybase also said it expects the acquisition to add to earnings in the 2002 fiscal year. The action was approved by both companies' boards of directors. Sybase closed down $4.56, or 18.6%, to $19.94; New Era was up 38 cents, or 5.4%, to $7.31.

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Miscellany

The

Chicago Board of Trade

appointed former

Bank One

(ONE) - Get Report

vice president, David J. Vitale, president and chief executive officer. Vitale replaces Dennis Dutterer, who served as the CBOT's interim president and CEO after Thomas R. Donovan left the exchange last April. The CBOT is the largest futures and options exchange in the U.S. Bank One closed today down 80 cents, or 2.3%, to $34.33.

St. Louis-based

Unigraphics Solutions

(UGS)

named Paul Chiapparone its chairman, effective immediately. He succeeds Jeffrey Heller, who was named vice chairman of

Electronic Data Systems

(EDS)

in November.

Unigraphics provides computer software for the automotive and aerospace industries. Unigraphics ended the day down 15 cents, or 0.7%, to $20.35; EDS was down 25 cents, or 0.4%, to $63.75.

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By the Numbers

The data on NYSE and Nasdaq percent winners and losers are filtered to exclude stocks whose previous day's volume was less than 25,000 shares; whose last price was less than 5; and whose net change was less than 1/2.

Dow point gain and loss data are based on New York closing prices and do not reflect late composite trading.

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