Banc of America upgraded Toys R Us (TOY

) to neutral from sell.

Analyst Aram Rubinson says with Toy's fourth-quarter earnings miss past, and price competition leveling off, he believes the company's shares face fewer downside risks -- at least for this year. He says his research shows Wal-Mart is unlikely to be more aggressive in pricing toys than it was in 2003.

Rubinson believes sharp pricing from Wal-Mart will continue to pressure Toy's model, but it may represent less of a negative catalyst in 2004. He also upgraded on Toy's potential restructuring, which he believes, if completed, could push shares up as high as $16 to $18 per share vs. his $13 target.