Things are good.

So what, a little profit-taking appears to have struck; so what, a five-figure closing

Dow Jones Industrial Average

, understandably, appears a little camera-shy in the face of all these near-blinding flashes. The mighty Dow continues to be mighty -- even while it's stuffed with some truly mediocre performers. Recently pressured tech stocks have closed in the green for two sessions in a row. The billion-dollar merger and big-name IPO markets are thriving in the almost-spring sun. And, to top it off, you'll probably end the day with a smooth, if not properly poured,

Guinness in your hand.

The Dow lately was down 64 to 9866, well off its session high of 9960.71.

American Express

(AXP) - Get Report

,

IBM

(IBM) - Get Report

,

3M

(MMM) - Get Report

and

J.P. Morgan

(JPM) - Get Report

were contributing the most to the downside. Meanwhile, speaking on behalf of the bulls were

United Technologies

(UTX) - Get Report

, up 0.6% after

Lear

(LEA) - Get Report

agreed to buy the company's

UT Automotive

unit for $2.3 billion, and

Caterpillar

(CAT) - Get Report

, up 6.4% following an upgrade from

Salomon Smith Barney

.

The broader

S&P 500

was down 13 to 1293 and the small-cap

Russell 2000

was down 2 to 397.

After rising as high as 2441.06 and falling as low as 2419.85, the tech-fleshy

Nasdaq Composite Index

recently was falling 15 to 2424. News that the

Federal Trade Commission

approved an antitrust settlement with the chipmaker is apparently already built into

Intel

(INTC) - Get Report

, up only 1 and change. Elsewhere in techland, the

Morgan Stanley High-Tech 35

was off 0.4%, while the

Philadelphia Stock Exchange Semiconductor Index

was up 0.5%.

Internets were mixed, with the

TheStreet.com Internet Sector

index up 5 to 609 and

TheStreet.com E-Commerce Index

down a fraction to 110.

Inktomi

(INKT)

will enter TheStreet.com Internet Sector index after the close of trading today, the

Philadelphia Stock Exchange

said. Inktomi is replacing

Netscape

(NSCP)

, whose acquisition by

America Online

(AOL)

is expected to be completed today.

In other index-reconfiguration news,

Beyond.com

(BYND) - Get Report

will enter TheStreet.com E-Commerce Index after today's close, the

American Stock Exchange

said. Beyond.com is replacing

N2K

(NTKI)

, whose merger with fellow E-Commerce Index component

CDnow

(CDNW)

is expected to be completed today. The merged CDnow/N2K will remain in the index under its new symbol, CDNWD.

Market internals were decidedly negative. On the

New York Stock Exchange

, decliners were leading advancers 1,714 to 1,083 on 408 million shares. The downs had the ups 2,052 to 1,502 on 482 million shares in

Nasdaq Stock Market

activity.

'The same people who get excited about 2-for-1 stock splits are getting excited about Dow 10,000,' SG Cowen's Gary Kaminsky said. 'I don't mean to insult anybody, but after 12 years in the business, I focus on individual companies and how they're performing.'

The bond market also was locking in recent gains. The 30-year Treasury was down 15/32 to 96 9/32, pushing up its yield to 5.51%. (For more on the fixed-income market, see today's early

Bond Focus.)

"You've got a level of indecision here," said Gary Kaminsky, managing director of private banking at

SG Cowen

. "And that's because we're light on news: There's no earnings news for the next few weeks, no economic data to speak of, absolutely nothing macro other than that excitement to move to Dow 10,000. We're closing out the first quarter, and these professional mutual-funds guys are underperforming the S&P 500, and they don't want to be underperforming the S&P. So people are waiting for the quarter to end before they make any major commitments. We'll have a little portfolio adjusting, a little getting out of sectors it doesn't look good to be in."

Along with "selected Internet stocks," Kaminsky's favored sector is telecommunications, he said, and he believes telecom-tech -- companies focused on increasing capacity -- will takeover from PCs as the new leadership group. He is long

Paymentech

(PTI) - Get Report

,

Global Crossing

(GBLX)

(which agreed to buy

Frontier

(FRO) - Get Report

today; see below) and his "favorite stock right now,"

Synetic

(SNTC)

.

"Old-fashioned computer hardware and software names are exactly that: old-fashioned. Telecom is where it's at," a tech trader agreed. "We've seen that for a few weeks now." He said the entire sector was "extremely active" today -- potential acquirers to the downside, potential takeover targets to the upside -- following the GBLX/FRO deal.

After a couple weeks of sideward motion, Kaminsky expects major indices to move steadily higher due to the beginning of the first-quarter earnings prerelease season and the March 31 end of Japan's fiscal year. "The bond market will be surprised that Japanese money hasn't been pulled out of Treasuries and bond yields will go down and prices will go up on the lack of repatriation," he said.

As for Dow 10,000, the otherwise bullish strategist said: "The general public is focused on this as a monumental thing. But the same people who get excited about 2-for-1 stock splits are getting excited about Dow 10,000. I don't mean to insult anybody, but after 12 years in the business, I focus on individual companies and how they're performing. There's no new money coming into Dow 10,000. Of course, if the

Fed

starts raising

short-term interest rates, 10,000 will be a memory."

Wednesday's Midday Movers

By Aaron L. Task
Senior Writer

Market proxies may have struggled this morning, but construction and equipment manufacturers were doing some heavy lifting after Salomon Smith Barney upgraded several names in the sector. Raised to buy from neutral were Caterpillar, lately up 2 3/4, or 6.4%, to 46 13/16;

Deere

(DE) - Get Report

up 2, or 6%, to 35 1/8; and

Case

(CSE)

, up 2 7/16, or 11.3%, to 24. Upped to outperform from neutral were

AGCO

(AG) - Get Report

, higher by 9/16, or 9.3%, to 6 5/8, and

New Holland

(NH) - Get Report

, up 1/2, or 5.5%, to 9 9/16.

Sticking with the hard-hat theme, oil-service companies were also strong percentage gainers this midday, notably

Smith International

(SII)

, up 3 3/16, or 9.5%, to 36 7/8 and

BJ Services

(BJS)

, lately higher by 1 3/16, or 6.5%, to 19 1/2. The

Philadelphia Stock Exchange Oil Service Index

was up 5%.

At the opposite end of the spectrum,

Multex.com

(MLTX)

was lately up 20 5/8 to 34 5/8, or 147% from its IPO price of $14. Separately,

24/7 Media

(TFSM)

was lately up 2 1/2, or 8,9%, to 30 5/8 after signing a deal with a division of

General Electric's

(GE) - Get Report

NBC

unit to a create an advertising team focused exclusively on the convergence of the Internet and television.

Earnings movers

Dollar Thrifty Automotive Group

(DTG)

was up 2 1/16, or 16.9%, to 14 1/4 after saying it expects first-quarter earnings to exceed 15 cents a share, sharply above the current four-analyst consensus estimate of 6 cents.

Goldman Sachs

upped its recommendation to market outperform from market perform.

Foamex International

(FMXI)

was down 2 7/16, 32.2%, to 5 1/8 after forecasting a fourth-quarter loss of $1.37 a share, including charges. No estimates were available; a year ago, the company earned 20 cents a share in the fourth quarter. Additionally, Foamex named John Johnson Jr. president and CEO, replacing Andrea Farace. Marshall Cogan was elected chairman. The company also said it hired

J.P. Morgan

to explore strategic alternatives.

IVI Checkmate

(CMIV)

was down 1 1/4, or 27%, to 3 1/4 after warning its first-quarter profits will be "significantly below" the three-analyst estimate of 8 cents a share. In fact, the company said it expects a loss of up to 13 cents a share.

New England Business Service

(NEB)

was down 5 1/2, or 18.2%, to 24 3/4 after forecasting its third-quarter earnings will not meet the four-analyst consensus of 50 cents a share.

Progress Software

(PRGS) - Get Report

was up 3 1/8, or 10.5%, to 32 7/8 after posting first-quarter earnings of 35 cents a share, 7 cents ahead of the four-analyst consensus and up from 19 cents a year ago.

Saks

(SKS)

was off 2 1/16, or 7.1%, to 26 7/8 after

last night reporting fourth-quarter earnings of 97 cents a share, on target with the 14-analyst view and ahead of the year-ago 77 cents. But the retailer said it will record almost $35 million in first-quarter charges and extraordinary losses.

Southdown

(SDW)

was up 2 3/8, or 5.1%, to 49 1/8 after forecasting first-quarter earnings, excluding a 10-cent gain, in a range of 57 cents to 64 cents a share, better than the current four-analyst consensus estimate of 41 cents.

Tekelec

(TKLC)

was down 3 1/16, or 28.3%, to 7 3/4 after warning its first-quarter earnings will fall below both the six-analyst forecast of 11 cents a share and the year-ago dime due to lower product revenue.

BT Alex. Brown

cuts its recommendation to buy from strong buy.

Texas Industries

(TXI)

was up 2 1/8, or 9.5%, to 24 7/16 after posting first-quarter earnings of 48 cents a share. That's down from 85 cents a year ago but well ahead of the nine-analyst consensus of 23 cents.

Wendy's

(WEN) - Get Report

was up 1 3/4, or 6.4%, to 29 after forecasting first-quarter earnings, excluding a penny gain, to come in at 22 cents to 23 cents a share, above the current 10-analyst consensus estimate of 21 cents.

Williams-Sonoma

(WSM) - Get Report

was lately halted -- but projected to open down at 25 to 28 from a close last night of 36 -- after posting fourth-quarter earnings of 75 cents a share, up from 61 cents a year ago but a penny shy of the eight-analyst consensus. Goldman Sachs removed the retailer from its recommended list and downgraded it to market outperform.

Winnebago

(WGO) - Get Report

was up 1 9/16, or 11.2%, to 15 9/16 after reporting second-quarter earnings of 45 cents a share, blasting away the single-analyst outlook for 26 cents and the year-ago 18 cents.

In other news:

Atrion

(ATRI) - Get Report

was up 1 3/8, or 17.5%, to 9 1/2 after announcing plans to purchase of up to 400,000 shares of its outstanding common stock for $8 to $10 a share in a Dutch auction.

Ciber

(CBR)

was up 2 1/2, or 13.2%, to 21 1/2 after

Credit Suisse First Boston

reiterated its strong buy recommendation and upped its earning estimates for fiscal year 2000 to $1.29 from $1.25.

Daniel Industries

(DAN) - Get Report

was up 2 11/16, or 22.3%, to 14 3/4 after announcing it has received and unsolicited $15 a share buyout bid from an unnamed suitor. The company has hired

Simmons & Co. International

to help it evaluate strategic alternatives.

Donaldson Lufkin & Jenrette

(DLJ)

was down 3 1/2, or 5.1%, to 65 5/16 after it filed a preliminary registration statement with the

Securities and Exchange Commission

for an IPO of a new stock that will track its online brokerage unit,

DLJdirect

. DLJ's shares had risen precipitously in anticipation of the filing.

Frontier was up 7 5/16, or 16.4%, to 51 15/16 after Bermuda-based Global Crossing agreed to buy the long-distance and local carrier for $11.2 billion in stock. Global Crossing was down 3 15/16, or 7.7%, to 47 1/4. The companies said the merger will create the first owned and operated global Internet protocol-based fiber-optic network able to provide customers with integrated worldwide Internet, data, long-distance, local telephone and conferencing services.

Ventas

(VTR) - Get Report

was up 5/16, or 6.3%, to 5 5/16 after hiring

Merrill Lynch

as an adviser to explore alternatives for paying off its $275 million term loan. The alternatives include a sale of certain assets, a private equity placement, refinancing of the principal through conventional and/or commercial mortgage-backed securities, and drawing on its existing credit facility.