To watch "the memo" click here .

Hi, I'm Bill O'Reilly.  Thanks for watching us tonight.

Well, there is plenty of action around here.  In addition to our Vegas program tomorrow with a live audience, our competitors are taking aim at The Factor.

That's the subject of this evening's Talking Points memo.

As you may have heard, Phil Donahue will begin a program on MSNBC in June, as will Connie Chung on CNN.  Both are going to try to depose The Factor as the ratings leader in cable news.  It's very interesting to see how the press coverage of all this is coming down.

Today, USA Today ran an article on its front page about the success of the Fox News Channel.  It was an interesting piece, because reporter Peter Johnson didn't fall back on that tired distortion that Fox is simply a right-wing network, blah, blah, blah.

In that article, Mr. Johnson reports that Dan Rather isn't worried about us because he sees the success of Fox News as being in the tiny universe of cable news.  The New York Times is also beating that drum.

Well, here's the truth.  On Monday and Tuesday of this week, The Factor reached close to 3 million American households.  That's both our runs at 8:00 and 11:00 Eastern time.  The reason you have to count them both, to be fair, is that unlike the networks, we are not on at the same time all over the country.  California sees Dan Rather at 6 or 6:30, the same time New York sees him.  But on cable, our 8:00 p.m. program is seen at 5:00 West Coast time.  The second airing is seen at 8:00 Pacific time.

Dan Rather reaches about 10 million people a night here in the USA on average.  We reach about 4 million.  He has 25 percent more homes receiving him.  He's also on Channel 2 in many places.  We're on Channel 80 in some towns, including Pittsburgh.

So if I were Dan Rather, whom I respect, I wouldn't be so dismissive.  CBS News has been around for 70 years, Fox News for five years.  Look over your shoulder, Dan, here we come.

But why are we doing so well?  Two words, clarity and freedom.  We are direct here.  You know how we feel when we do news analysis.  And unlike some other TV news operations, we don't exclude certain points of view.  All responsible people  are welcome to state their positions here.  That is not the case in the other TV news rooms, at least most of them.

From the very beginning, Fox News was a threat to the establishment media, and some of them still try to diminish us with labels and distorted audience stats.  But that's good for us.  Let them think we're small-timers.  That's what CNN and NBC thought five years ago when Fox started up.

So good luck, Phil, Connie, Dan, and everybody else in the network news game.  It is a tough but simple business.  Put forth your program, and Americans will decide what's worthy and what isn't.

And that's the memo.

The Most Ridiculous Item of the Day

Time now for "Most Ridiculous Item of the Day."

A janitor in Chicago suing Eddie Murphy and some producers of the canceled program, "The P.J.s" for more than $10 million.  The janitor says they used his likeness in the show.  Here's the likeness.  We don't have a picture of the janitor, unfortunately, but if he did indeed does look like this, well, altogether now, it could be ridiculous.

— You can watch Bill O'Reilly's Talking Points and "Most Ridiculous Item" weeknights at 8 & 11p.m. ET on the Fox News Channel. Send your comments to: oreilly@foxnews.com